[English Translation] ARTICLES OF INCORPORATION OF MACQUARIE CENTRAL OFFICE CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST

Transcription

1 [English Translation] ARTICLES OF INCORPORATION OF MACQUARIE CENTRAL OFFICE CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST

2 CHAPTER I. GENERAL PROVISIONS Article 1. Corporate Name The name of the Company shall be 기업구조조정부동산투자회사 in Korean and Macquarie Central Office Corporate Restructuring Real Estate Investment Trust in English (hereinafter referred to as the Company ). Article 2. Purposes The purposes of the Company is to invest and manage its assets by any of the following means and distribute the proceeds therefrom to shareholders in accordance with the Real Estate Investment Company Act (the Act ): 1. acquisition, management, improvement and disposition of real estate; 2. development of real estate; 3. lease of real estate; 4. sale and purchase of securities; 5. deposit of funds with financial institutions; or 6. acquisition, management and disposition of rights related to the use of real estate, including superficies and leasehold interests. Article 3. Location of Head Office and Establishment of Branches, etc. The head office of the Company shall be located in Seoul and shall not establish branches or business offices other than the head office. Article 4. Duration of Company The duration of the Company shall begin on the date on which the incorporation of the Company is registered and end on the fifth anniversary of the date on which the Company receives final approval from the Ministry of Construction and Transportation to operate as a corporate restructuring real estate investment 2

3 trust. Article 5. Appointment of Employees The Company shall not have any employees or standing officers. Article 6. Method of Public Notices Public notices of the Company shall be given in the Maeil Business Newspaper and the Korea Economic Daily, daily newspapers of general circulation published in Seoul and supplied nationwide in Korea. CHAPTER II. SHARES OF STOCK Article 7. Total Number of Shares to be Issued The total number of shares to be issued by the Company shall be Sixty One Million and Forty Two Thousand and Four Hundred shares. Article 8. Par Value per Share Each share to be issued by the Company shall have a par value of five thousand (5,000) Won. Article 9. Total Number of Shares to be Issued upon Incorporation and Issue Price The total number of the shares to be issued by the Company at the time of incorporation shall be Fifteen Million Two Hundred Sixty Thousand Six Hundred shares, and the total issue price of the shares shall be Seventy Six Billion and Three Hundred Three Million Won. Article 10. Types of Shares Shares to be issued by the Company shall be registered common shares. 3

4 Article 11. Types of Share Certificates The share certificates shall be issued in eight (8) denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1000), and ten thousand (10,000) shares. Article 12. Listing of Shares, etc. If the Company satisfies standards for listing on the securities market prescribed by Korea Stock Exchange ( KSE ) under Article 71 of the Securities and Exchange Act (the SEA ) or registration requirements prescribed by Korea Securities Dealers Association ( KSDA ) under Article 162 of the SEA, the Company shall immediately list its shares on KSE or register them with the KSDA so that the shares can be transacted on KSE s securities market or KSDA s Association brokerage market. Article 13. Pre-emptive Rights (1) The Company s shareholders shall have pre-emptive right to subscribe for new shares issued by the Company in proportion to their shareholding ratios. However, if any shareholder waives or loses his/her preemptive right, or if fractional shares are left in the allocation of new shares, such shares shall be disposed of in accordance with the resolution of the Board of Directors. (2) Notwithstanding the provisions of Paragraph (1) of this Article, the Company may exclude or restrict the preemptive right of any existing shareholder by a resolution of the Board of Directors in any of the following cases; 1. If the Company offers new shares for subscription in order to newly list or register with KSDA new shares up to a maximum of 30/100 of the total number of issued and outstanding shares; 2. If the Company issues new shares up to a maximum of 30/100 of the total number of issued and outstanding shares by a general offering in accordance with the provisions of Articles of the SEA; 3. If the Company issues new shares up to a maximum of 30/100 of the total 4

5 number of issued and outstanding shares necessary for the foreign investment under the Foreign Investment Promotion Act. 4. If the Company issues new shares to domestic or foreign financial institutions up to a maximum of 30/100 of the total number of issued and outstanding shares due to urgent need for funds; or 5. If the Company issues new shares to any person who makes a contribution in kind. Article 14. Record Date for Calculating the Dividend Accrual Period for New Shares In the case of issuance of new shares by the Company, in calculating the dividends for new shares, the issuance of the new shares shall be regarded as having taken place at the end of the fiscal year immediately preceding the fiscal year in which the new shares were issued. Article 15 Change of Entry in the Register of Shareholders The change of entry in the Register of Shareholders of the Company shall be conducted by a trustee entrusted with general affairs of the Company (the Trustee ). Article 16. Report of Address, Name, Seal or Signatures of Shareholders, etc. (1) Shareholders and registered pledgees shall report their names, addresses, seals or signatures to the Trustee. (2) Shareholders and registered pledgees who reside in foreign countries shall report to the Trustee their appointed agents and their provisional addresses in Korea to which notices may be dispatched. (3) If any matter reported pursuant to Paragraphs 1 and 2 has been changed, shareholders and registered pledgees shall report such change to the Trustee. Article 17. Closing of Register of Shareholders and Record Date 5

6 (1) The Company shall suspend alteration of entries in the Register of Shareholders regarding a shareholder s rights for a period from January 1 in any given fiscal year through January 10, from July 1 in any given fiscal year through July 10 and the date of collection of sale proceeds in connection with the disposal of real estate amounting 50/100 or more of total assets of the Company, 10days from (and including) the date immediately following the date on which the purchase price for the property is paid in full. (2) The Company may deem any shareholder whose name appears in the final Register of Shareholders on the last day of each fiscal year to be the shareholder who is entitled to exercise rights at the Ordinary General Meeting of Shareholders for such fiscal year. (3) In the event an Extraordinary General Meeting of Shareholders is convened or when the Company otherwise deems it necessary, the Company may, by the resolution of the Board of Directors, suspend the alteration of entries in the Register of Shareholders for a certain period not exceeding three (3) months or designate the record date on which shareholders registered in the Register of Shareholders can exercise their rights. If the Board of Directors deems it necessary, the Company may both suspend the alteration of entries in the Register of Shareholders and set the record date. (4) In respect of actions taken pursuant to Paragraph (3) above, the Company shall give at least two (2) weeks advance notice thereof. CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS Article 18. Time for Convening the General Meetings (1) General Meetings of the Shareholders of the Company shall be either ordinary or extraordinary. (2) The Ordinary General Meeting of Shareholders shall be held within three (3) 6

7 months following the end of each fiscal year and an Extraordinary General Meeting of Shareholders may be convened as necessary. Article 19. Person Authorized to Call General Meetings Except as otherwise required by laws and regulations, all General Meetings of Shareholders shall be convened by the Representative Director in accordance with the resolution of the Board of Directors. Article 20. Notice for convening of General Meetings and Public Notice (1) In convening a General Meeting of Shareholders, a written notice thereof stating the date, time, place and the purpose of the Meeting shall be dispatched to all shareholders at least two (2) weeks prior to the date set for such Meeting. (2) Any notice to shareholders holding less than one hundredth (1/100) of the total issued shares may be substituted by giving a public notice on not less than two occasions in two or more daily newspapers of general circulation published nationwide in Korea, at least two (2) weeks prior to the date set for such Meeting. Such public notices shall state in effect that a General Meeting of Shareholders is to be convened and shall contain the date, place and purpose of the Meeting. Article 21. Place of the Meeting A General Meeting of Shareholders shall be convened in the location of head office of the Company and may be convened at other places as determined by the Board of Directors. Article 22. Presiding Officer (1) The presiding officer at all General Meeting of Shareholders shall be the Representative Director of the Company. (2) If the Chairman of the Board is absent or fails to serve as presiding officer at a General Meeting of Shareholders, any director shall preside at such meeting in 7

8 his place in accordance with the order determined by the Board of Directors. Article 23. Presiding Officer's Authority to Maintain Order (1) The presiding officer at the General Meeting of Shareholders may order any person who speaks or takes actions to wilfully disturb a General Meeting to be prohibited from speaking, to retract his words or to be expelled from the meeting. A person who is thus ordered by the presiding officer shall comply with the presiding officer's order. (2) The presiding officer at the General Meeting of Shareholders, if he deems it necessary for smooth progress of the meeting, may restrict the time and opportunities for the words of a shareholder. Article 24. Voting Rights Each shareholder shall be entitled to one vote for each share he holds. Article 25. Split Exercise of Voting Rights (1) Any shareholder holding two or more voting rights who wishes to split his votes shall notify the Company in writing of his intention to split his votes and his reasons therefor at least three (3) days prior to the date set for a General Meeting of Shareholders. (2) The Company may refuse to allow the shareholder to split his votes, unless the shareholder holds the shares as a trustee or otherwise for and on behalf of another person. Article 26. Vote by Proxy (1) Any shareholder shall have the right to vote by proxy. (2) Any proxy holder referred to in Paragraph (2) of this Article shall file with the Company an instrument (Power of Attorney) evidencing his authority to act as a proxy before the commencement of each General Meeting of Shareholders. 8

9 Article 27. Method for Passing Resolutions at the General Meeting of Shareholders Except as otherwise prescribed by laws or regulations or these Articles of Incorporation, resolutions shall be adopted by the approval of a majority of the voting rights of the shareholders present at the meeting but always by the approval of shares representing one-quarter or more of the total issued and outstanding shares of the Company. Article 28. Exercise of Voting Rights in Writing (1) Shareholders not present at the meeting may exercise their voting rights in writing. (2) If the Company gives a notice for convening any General Meeting of Shareholders, or upon the request of shareholders, the Company shall send shareholders any documents necessary for the exercise of voting rights in writing. (3) Any shareholder desiring to exercise his voting right in writing shall submit to the Company the documents pursuant to Paragraph (2) of this Article stating details of the exercise of voting ritghs within the day preceeding the day of the Meeting. (4) The number of voting right exercised in writing shall be included in the number of the voting rights of shareholders present at the Meeting. Article 29. Matters to be Resolved at the General Meeting of Shareholders (1) Except as otherwise provided by relevant laws and regulations or the Articles of Incorporation, the resolution on any of the following matters shall be adopted by the affirmative vote of the majority of the voting rights of the shareholders in attendance at the meeting; provided that such affirmative votes shall represent one-quarter or more of total number of issued and outstanding shares of the Company: 9

10 1. adoption of a business plan for a given fiscal year; 2. any borrowing plan for a given fiscal year; 3. matters related to execution or modification of any important agreement regarding investment and management of assets; 4. matters related to execution or modification of any asset management entrustment agreement and asset custody agreement; 5. matters related to dividends; 6. appointment of directors and statutory auditors; or 7. matters related to remuneration for directors and statutory auditors. (2) The resolution on any of the following matters shall be adopted by the affirmative vote of equal to or more than two-thirds of the voting rights of the shareholders in attendance at the meeting; provided that such votes shall represent one-third or more of total number of issued and outstanding shares of the Company: 1. any amendment of the Articles of Incorporation of the Company; 2. issuance of shares at the price less than their par values; 3. capital reduction of the Company; 4. acquisition of assets after incorporation in excess of 5% of shareholders equity; 5. dissolution of the Company for the reason other than the expiration of the duration of the Company; 6. any merger with other real estate investment companies or corporate restructuring real estate investment trusts ( CR-REITs ) 7. any division or merger through division of the Company; 8. any assignment of all or a substantial part of the business or assets of the Company; 9. any acquisition of all businesses of other CR-REITs; 10. any acquisition of any part of the businesses of other real estate investment companies or CR-REITs which has a material effect on the business of the Company; 11. removal of directors or statutory auditors; or 12. any other matters requiring special resolutions at the General Meeting of Shareholders under the Commercial Act. 10

11 13. Approval on the real estate development business plans 14. Matters relating to investment in kind of real estate pursuant to Article 19 of Real Estate Investment Company Act. Article 30. Minutes of General Meetings The substance of the course of proceedings at the General Meeting of Shareholders and the results thereof shall be recorded in the minutes, which shall bear the names, seals or signatures of the presiding officer of such meeting and of the directors present at the meeting, and shall be kept at the Company's head office. CHAPTER IV. DIRECTORS, BOARD OF DIRECTORS AND AUDITORS Article 31. Number of Directors and Statutory Auditors (1) The Company shall have at least three (3) Directors. (2) The Company shall have one (1) Statutory Auditor, a certified public accountant under the Certified Public Accountant Act. (3) The Directors and the Statutory Auditor, specified in the above Paragraphs (1) and (2), shall be non-standing. Article 32. Election of Directors and Statutory Auditors (1) Directors and Statutory Auditors shall be elected at a General Meeting of Shareholders; provided, however, that at the time of incorporation of the Company, the candidates for Directors and Statutory Auditors, identified in share subscription agreements executed by the promoters of the Company, shall be deemed selected as Directors and Statutory Auditors upon complete distribution of shares. (2) Separate proposals shall be submitted and voted on for selection of Directors 11

12 and Statutory Auditors. (3) A resolution for the election of the Directors and Statutory Auditors shall be adopted by the affirmative vote of the majority of the voting rights of the shareholders in attendance at the General Meeting of Shareholders; provided that such votes shall, in any event, represent at least one-quarter (1/4) of the total number of issued shares of the Company. (4) With respect to the election of the Statutory Auditor, a shareholder who has shares exceeding three-hundredths (3/100) of the total number of issued shares with voting rights may not exercise his/her voting rights with respect to the shares in excess of such amount; provided, however, that with regard to calculation of the number of the held shares, the number of shares, held by i) the largest shareholder and the persons who are in a special relationship with him (the Specially-Related Persons ), ii) the persons who hold the shares for the benefit of the largest shareholder and the Specially-Related Persons and iii) the persons who have given proxy of voting to the largest shareholder or the Specially-Related Persons, shall be combined. (5) With respect to the election of at least two (2) Directors, the cumulative voting as set forth in Article of the Korean Commercial Code shall not be applicable. Article 33. Reasons for Disqualification Directors and Statutory Auditors shall not be the persons who fall under the category of disqualified officers as set forth in the Act. Article 34. Term of Office of Directors and Statutory Auditors (1) The term of office of a Director shall be three (3) years. However, if the Director's term of office expires after the end of the previous fiscal year but prior to the Ordinary General Meeting of Shareholders convened in respect of the last fiscal year, the Director's term shall be extended until the close of the Ordinary General Meeting of Shareholders. 12

13 (2) The term of office of a Statutory Auditor shall expire at the close of the Ordinary General Meeting of Shareholders convened with respect to the last fiscal year which falls within three (3) years after being elected. (3) The term of the Directors and Statutory Auditors elected by vacancy replacement shall be the remainder of the term of the Directors and Statutory Auditors who have been replaced. Article 35. By-Election of Directors and Statutory Auditors If a vacancy occurs in the offices of Directors or Statutory Auditors, the vacancy shall be filled at an Extraordinary General Meeting of Shareholders. However, if the number of remaining Directors is not less than the number as required under Article 31 of these Articles of Incorporation and the Company has no difficulty in performing its business, the vacancy does not need to be filled. Article 36. Election of the Representative Director The Company may appoint two (2) joint representative directors by a resolution of the Board of Directors. Article 37. Duties of Directors (1) The elected Representative Director shall represent the Company and generally manage the business thereof. (2) Directors shall assist the Representative Director and participate in enforcement of the matters as determined by the Board of Directors. In the absence of the Representative Director, the Directors shall act therefor as determined in the Board of Directors. (3) Upon discovering any fact that may have a material adverse effect on the Company, the Directors shall immediately report such fact to the Statutory Auditor. Article 38. Duties of Statutory Auditors 13

14 (1) The Statutory Auditors shall examine the accounts and business of the Company. (2) The Statutory Auditors may attend meetings of the Board of Directors and express their opinions. (3) The Statutory Auditors shall have the right to request an Extraordinary Meeting of the Board of Directors to be convened by submitting in writing the purposes of thereof and the reasons for the convening of the Meeting to the Board of Directors. (4) The Statutory Auditors shall have the right to request an asset management company (the AMC ), an asset custodian or a distribution company entrusted with affairs of the Company, or the Trustee to report accounting information related to the affairs of the Company. Article 39. Composition and Convening of the Meetings of the Board of Directors (1) The Board of Directors shall consist of all Directors. (2) The Meetings of the Board of Directors shall be convened by the Representative Director, by a notice to each Director and Statutory Auditor given seven (7) days prior to the date set for the Meeting, stating the date, time, place and agenda of the Meeting. Such notice may, however, be omitted if all of the Directors and Statutory Auditors consent thereto. (3) The presiding officer at a Meeting of the Board of Directors shall be the Representative Director. Article 40. Matters to be Resolved by the Board of Directors The Board of Directors shall resolve any of the following matters, evaluate details of investment and management of assets, reported by the asset management companies every three (3) months, and report the evaluation result 14

15 to the General Meeting of Shareholders at least once per fiscal year: 1. Convening of the General Meeting of Shareholders; 2. Operation of real estates, including acquisition or disposition thereof; 3. Acquisition or disposition of the securities worth at least certain amount as set forth in the Enforcement Decree of the Act; 4. Matters relating to borrowing of money and issuing bonds; 5. Determination of investment into, and approval for the business plan for, the real estate development project; 6. Selection of contractors to be involved in a real estate development project, or change of such contractors; 7. Execution of the business trust agreement with the trustee regarding general affairs of the Company, and change thereto; 8. Execution of any distribution agreements regarding the Company s stocks with securities companies, and change thereto; 9. If any shareholder waives or loses his/her preemptive right, or if fractional shares are left in the allocation of new shares, disposition of such shares; 10. Capital increase by public offering, as specified in Article of the SEA; 11. Issuance of new stocks; 12. Retirement of shares (Ee-ik so-gak); 13. Matters relating to establishment and revision of internal control standards and appointment of a compliance officer; 14. Appointment and removal of the Representative Director; 15. Appointment and removal of the chairman of the Board of Directors; 16. Execution of the property management agreement with property manager, and change thereto; 17. Approval of annual capital expenditure plan or expenses of repair work or revenue expenditure plan involving expenditure or an aggregate amount of 100,000,000 Korean Won in a single instance 18. Other important matters related to administration of the Company. Article 41. Directors Method for Passing Resolutions at Meetings of the Board of (1) All resolutions passed at a Meeting of the Board of Directors shall be adopted by the affirmative vote of three quarters or more of Directors present at the 15

16 Meeting, the quorum for which shall constitute three quarters or more of all Directors of the Company. (2) Any or all of Directors may be present at a meeting of the Board of Directors in writing or by means of communication means such as video or audio communications, without the actual presence at the meeting. Directors participating in the meeting in the aforesaid manner shall be deemed to be present at such meeting. (3) Any Director who has a personal interest in the matters to be resolved at a Meeting of the Board of Directors shall not be entitled to vote at the Meeting. Article 42. Minutes of the Meeting of the Board of Directors The substance of the course of proceedings at the Meeting of the Board of Directors and the results thereof shall be recorded in the minutes, which shall bear the names, seals or signatures of the Directors and the Statutory Auditor present at the meeting, and shall be kept at the Company's head office. Article 43. Remuneration for the Directors and the Statutory Auditors (1) The standard for the remuneration to be paid to the Directors and Statutory Auditors shall be determined by a resolution at a General Meeting of Shareholders each fiscal year. The remuneration for the Directors and the Statutory Auditors for the first fiscal year after the incorporation of the Company shall be determined by a resolution at an inaugural meeting. (2) Seperate proposals shall be submitted and voted on to determine the remuneration to be paid to the Directors and Statutory Auditors. (3) No remuneration shall be paid to Directors, and the remuneration to be paid to each of Statutory Auditors shall not exceed KRW 1,000,000 per month. 16

17 CHAPTER V. DUTIES Article 44. Investment and Management of Assets (1) The assets of the Company shall be invested into, and managed for, any of the followings: 1. Acquisition, management, improvement and disposition of real estates; 2. Development of real estates; 3. Lease of real estates; 4. Sale and purchase of securities; 5. Deposit with financial institutions; and 6. Acquisition, management and disposition of rights related to use of real estates, including superficies right and leasehold right. (2) At least 70/100 of the total assets of the Company shall consist of any of the following real estates: 1. Real estates sold to the Company in order for the seller to repay the obligations owed to creditor financial institutions; 2. Real estates sold to the Company in order for the seller to perform the terms and conditions of the agreement executed with creditor financial institutions for ameliorating the financial structure of the seller; 3. Real estates sold to the Company in accordance with the seller reorganization proceedings under the Corporate Reorganization Act and the composition plan under the Composition Act; and 4. Other real estates, the sale of which to the Company is deemed by the Financial Supervisor Commission to be necessary to support the restructuring of the seller. Article 45. Restriction on Asset Management and Investment Ratio, Etc. (1) The Company shall not have transactions, falling under each category set forth in Article 21 of the Act, with any of the following persons: 17

18 1. Officers, employees and their respective Specially-Related Persons; and 2. Shareholders who own 10/100 or more of the shares of the Company and their Specially-Related Persons. However, following transactions are allowed pursuant to the exceptions clauses set forth in Article 34 of the Enforcement Decree of the Act. 1.Transactions through the general distribution, the competitive bidding and the similar method to these. 2.Leasing the property to the shareholders and its related party who own 10/100 shares of the REIT Company at higher price than determined price resolved by the board of directors of the REIT Company. 3.Inevitable transactions carried on due to the mergers, dissolution, split or split-mergers of the REITs Company. (2) If the Company desires to make investment into a real estate development project, each of the paragraph should be compiled. 1. The Company shall cause its shares to be listed on the securities market of the Korea Stock Exchange pursuant to the provision of Article 71 of the SEA or to be registered with the Korea Securities Dealers Association pursuant to the provision of Article 162 of the SEA; and 2. Company shall not invest in excess of 30/100 of its total assets in the real estate development business, except for the investment made in any of the following real estate development business. a. Construction &housing rental business under the subparagraph 2 of Article 2 in Rental Housing Act; b. Urban development business under subparagraph 2 of paragraph 1 of Article 2 in Urban Development Act; and c. Businesses that are not deemed to be detrimental to protecting investors interests or the stable management of its assets as set forth in the Article 29 of Presidential Decree. (3) If the Company desires to make investment into securities, 18

19 1. The Company shall not acquire more than 10/100 of shares with the voting rights issued and outstanding of another company, except in any of the following cases: a. if the Company acquires the shares of a company established to develop specific real property and has a definite term of corporate life; b. if the Company merges with the other company; c. if the Company acquires all of business of the other company; and d. if necessary for the Company to achieve specific goals in exercise of its rights. 2. In the event the Company acquires more than 10/100 of shares with the voting rights issued and outstanding of another company in accordance with the provisions of b through d of the above paragraph 1, the Company shall reduce the above excessive investment ratio to comply with the limit of the investment set forth in paragraph 1 within six (6) months from the acquisition date. 3. The Company shall not invest more than 5/100 of its total assets in acquisition of securities issued by the same person, except for the securities set forth in the Enforcement Decree of the Act, including treasury bonds and municipal bonds. 4. In the event the Company invests more than the investment limit specified in the provision of the above paragraph 3, the Company shall reduce the above excessive investment ratio to comply with the investment limit set forth in paragraph 3 within six (6) months from the acquisition date. (4) ln order to comply the applicable laws, manage their assets in a sound manner and also protect the interests of their shareholders, the Company shall establish and implement the Internal Control Standards which its officers and employees should follow. 19

20 Article 46. Entrustment of Duties (1) The Company shall entrust relevant trustees or agents with duties related to management and custody of its assets, solicitation and offering of its shares, and handling of the general affairs of the Company. (2) The Company shall entrust the duties related to investment and management of its assets to the above trustees or agents in accordance with Article 63. Matters to be covered in the asset management services agreement with respect to the Company s assets are summarized below: 1. Entrustment of the Company s assets to the agents, and their investment and management thereof; 2. Terms for investment and management of assets, including scale of investment and management thereof and investments; 3. Fees payable to the agents and terms of agreements; 4. Duties of various reports related to the Company in accordance with the Act; 5. Obligations and responsibilities to be followed by the agents with regard to management of the Company s assets; and 6. Duties related to permits to be obtained from a relevant government authority. (3) Matters to be covered in the trust agreement regarding asset custody are summarized below: 1. Custodian s custody of assets and its performance of duties related thereto; 2. Fees payable to the trustees on an annual basis and terms of agreements; 3. Payment of prices for securities and purchase of the same; 4. Receipt of interests accurred thereon, and distribution, of invested securities; 5. Payment of prices for buyback of stocks and profit sharing; 6. Acquisition of new stocks issued without any consideration; and 7. Receipt of proceeds from repayment of public bonds and private bonds; 8. Interest on management of excess funds; 9. Custody services and administration of securities; 10. Other businesses deemed necessary in connection with the custody service of assets; or 11. Matters relating to duties, obligations and responsibilities that need to be complied with in asset custody; 20

21 (4) Matters to be covered in the distribution agreement for sale of shares are summarized below. 1. Carrying out businesses relating to the offering or distribution of shares to be issued by the Company; 2. Fees payable and the term of agreement; and 3. Matters relating to duties, obligations and responsibilities that need to be complied with in carrying out its business. (5) Matters to be covered in the business trust agreement are summarized below. 1. Alteration to the shareholder registry in respect of the issued and outstanding shares, issuance of shares, overall management of the Company, accounting, notice and public announcement as required by applicable laws and regulations or this Articles of Incorporation, or convening and management of the Board of Director meetings or the general meetings of shareholders; 2. Fees payable on an annual basis and term of agreement; and 3. Matter relating to duties, obligations and responsibilities that need to be complied with in carrying out its businesses. (6) Any reports given by the AMC and any declaration or notices required to be given by the Trustee under the applicable laws and regulations or these Articles of Incorporation shall be made as follows:. 1. In respect of any reports, including investment report, the AMC shall submit the data to the Trustee, and the Trustee shall prepare such reports based on the data submitted. Article 47. Distribution of Dividends (1) If the approval is obtained at the Ordinary General Meeting of Shareholders, dividends shall be paid to the shareholders duly registered in the shareholder registry of the Company as of the end of each fiscal year. (2) Unless otherwise approved by the Ordinary General Meeting of Shareholders which so approved the distribution of dividends, dividends shall be paid to shareholders within one (1) month of the date of such approval by the Ordinary General Meeting of Shareholders. 21

22 (3) In the case of issuance by the Company of new shares, in calculating the dividends for new shares, the issuance of the new shares shall be regarded as having taken place at the end of the fiscal year immediately preceding the fiscal year in which the new shares were issued. Article 48. Execution and Termination of Trust Agreements (1) The execution, amendment, modification and termination of the asset management services agreement and the asset custody agreement shall be approved by the general meeting of shareholders. At the time of the incorporation of the Company, the Company shall obtain the approval of the asset management services agreement and the asset custody agreement from the inaugural general meeting of promoters. In the event of emergency, although the Company may execute, amend, modify and terminate the asset management services agreement and the asset custody agreement by resolution of the Board of Directors, if such actions by the board of directors are not ratified by the next general meeting of shareholders to be held, the execution, amendment, modification and termination of the asset management services agreement and the asset custody agreement shall be null and void thereafter. (2) The execution, amendment, execution and termination of agreements with the distributor and the business trustee shall be subject to the approval of the Board of Directors. Article 49. Restriction on Borrowing, Guarantee and Transaction (1) The Company can borrow monies or issue bonds in accordance with the Article 29 of Real Estate Investment Company Act for the purpose of investing and managing its assets or repaying its existing indebtedness or redeeming its outstanding bonds. (2) Except as falling under the proviso clause of Article 20 of the Enforcement Decree, the Company shall not engage in transactions involving real property or securities with the AMC. 22

23 Article 50. Stock Retirement (1) The Company may retire shares by a resolution of the Board of Directors to the extent of profit distributable as dividends to shareholders. (2) The specific details of the stock retirement including the number of shares to be retired and the method of stock retirement. Article 51. Asset Management Plan of Excess Funds The excess funds held by the Company may be managed and operated in each of the following manner: 1. National bonds, local or municipal bonds; 2. Purchase of monetary stabilization bonds issued by the Bank of Korea; 3. CP and bonds issued by government-invested institutions as defined in the Act on the Basic Management of Government-invested Institutions; 4. Short-term loans which are redeemable upon demand, including money deposits and call loans made with or to commercial banks or other financial institutions whose respective credit rating is AA or higher; 5. Deposits and savings at the postal services; 6. Bonds issued or guaranteed by commercial banks or other financial institutions whose respective credit rating is AA or higher or the postal service; 7. Certificate of deposit, corporate bonds issued by a corporation whose credit rating is A or higher, CP issued by a corporation whose respective credit rating is AA or higher, or notes issued by a merchant bank that is guaranteed by the Depositor Protection Act; 8. Notes issued by financial institutions whose credit rating is AA or higher; 9. MMDA sold and distributed by banking corporations whose credit rating is AA or higher; 10. MMF or beneficiary certificates that invest in private and/or public bonds sold and distributed by securities investment companies whose net capital ratio for operation is 300% or more; 11. Shares in REIT; or 23

24 12. Any other financial products determined by the Board of Directors that are assured of stability and liquidity commensurate with those listed in 1 through 11 above. CHAPTER VI. ACCOUNTING Article 52. Fiscal Year (1) The fiscal year of the Company shall commence on January 1 each year and shall end on June 30 of the same year and commence on July 1 each year and shall end on December 31 of the same year. (2) The Company s inaugural fiscal year will begin on the date of registration of incorporation and end on June 30, 2004 (3) Despite the Paragraph 1, if the real estate amounting 50/100 or more of total assets of the Company be sold and collection of all sale proceeds be completed during a fiscal year, then the fiscal year ends on the date when the collection of sale proceeds are completed. In such case, the next fiscal year will start on the next day of the ending date of preceding fiscal year and ends at earlier date either next 30 June or 31 December. Article 53. Shareholder s Appraisal Right (1) If the Board of Directors of the Company has adopted a resolution on any of the following matters, a shareholder opposing such resolution may give notice to the REITs Company in writing of his/her intent to object to the same resolution prior to commencement of a general meeting of shareholders. Such shareholders shall be entitled to exercise the Put Option vis-à-vis the REITs Company by a written notice stating the type and number of shares to be purchased by the Company within 20days from the such resolution of meeting of shareholders: 1. Amendment of the Articles of Incorporation in order to limit the number of shares or extend the duration of existence of the said REITs Company; 2. Merger with another REITs Company; or 24

25 3. Issuance of new shares as a result of the investments in kind pursuant to Article 19 of Real Estate Investment Company Act. (2) If the Company notifies or publicly announces the convening of a general meeting of shareholders in order to amend the Articles of Incorporation as described in Paragraph (1) above, the Company shall expressly set forth the terms and conditions of appraisal right and the method by which a shareholder can exercise such appraisal right. In such case, the Company also shall notify and publicly announce the above items to the shareholders having no voting right. (3) Upon receipt of a notice of Put Option pursuant to paragraph (1) above, the REITs Company concerned shall purchase the said shares within twenty (20) days from the expiry date of the notice of Put Option. When a REITs Company purchases the shares, it shall record details of such purchase in its shareholders ledger and shall redeem such shares or sell the same shares within one year and six months from the date of such purchase. (4) The calculation of the purchase price of stocks pursuant to Article 3 shall be based on Paragraph 2 of Article 20 (2) of the Act and Paragraph 2 of Article 17 (2) of Enforcement Decree. Article 54. Preparation of Financial Statements and Investment Report (1) The Representative Director shall prepare the financial statements (including their supplementary schedules) and an investment report for the fiscal year within ninety (90) days from the close of such fiscal year, and the quarterly financial statements and a quarterly investment report for each quarter within forty-five (45) days from the close of each quarter pursuant to Article 37 and Article 38 of the Act, and obtain approval therefor of the Board of Directors. (2) The Representative Director shall submit to the Statutory Auditor the financial statements pursuant to Paragraph (1) above six (6) weeks prior to the date set for the Ordinary General Meeting of Shareholders. 25

26 (3) The Statutory Auditor shall prepare and submit to the Representative Director an Auditor's Report one (1) week prior to the date set for the Ordinary General Meeting of Shareholders. (4) The Representative Director shall submit the financial statements pursuant to Paragraph (1) and the Auditor s Report to the Ordinary General Meeting of Shareholders, and obtained approval therefor at the Ordinary General Meeting of Shareholders. (5) The Representative Director shall deliver the financial statements and the investment report for each fiscal year to the shareholders of the Company and its creditors, except where such documents are available through electronic media, such as the Internet. (6) The Representative Director shall keep on file the financial statements and the investment reports described in Paragraph (1) of this Article for inspection by shareholders and creditors at the head office of the Company, and the audit report indicated in Paragraph (4) for five years, and the Representative Director shall give public notice of the balance sheet and the report of an outside auditor. Article 55. Asset Valuation The Company shall value assets of the Company by deducting liabilities as of the base date from an aggregate of values of individual assets valued as follows: 1. In case of real estate, the historical acquisition amount. However, when one (1) year has passed after the acquisition of the real estate, the value can be presented as appraisal value revalued by the licensed appraiser in accordance with the provision of Article 9 of the Act. 2. In respect of securities, the valuation may be based on calculation by applying mutatis mutandis the provision of Article 29(2)3 of the Enforcement Decree of the Securities Investment Company Act, with the "valuation base date" being replaced by the "base date"; 3. In respect of deposits at a financial institution, the valuation shall be based on the principal amount plus any interest incurred thereupon up to the base 26

27 date; or 4. In the case of other assets, the valuation shall be based on such amounts as stated in the balance sheet as of the base date. Article 56. Share in Profits (1) The Company shall pay to Shareholders cash dividends in the amount of not less than 90/100 of the maximum distributable profits for the relevant fiscal year. (2) In respect of the payment of dividends under Paragraph (1) above, such dividends shall be paid to all shareholders or pledgees registered or recorded in the register of shareholders as of the end of the fiscal year in such a manner and at such a time as determined by the Board of Directors. (3) The Company is able to distribute excessive dividends pursuant to Article 28 (3) of the Real Estate Investment Company Act within the depreciation costs per each fiscal year. Every fiscal year, the excessive dividend amount shall be decided by BOD considering net profits for the fiscal year, taxable incomes, the current business plan including capital expenditures and the cash balance at the end of the fiscal year. The Board of Directors shall disclose the draft of dividend for each fiscal year including excessive dividends in disclosure system of Korea Exchange and Electronic Disclosure System(DART) of FSS within 2 weeks before Shareholders meeting to get approval from Meeting of Shareholders. (4) Each fiscal year, the distributable profits including excessive dividends shall be made in monetary terms within 1 month from the date of approval for financial statements at the general shareholders meeting. 27

28 CHAPTER VII. DISSOLUTION Article 57. Dissolution, etc. (1) The Company shall dissolve in any of the following events: 1. Expiration of corporate life of the Company; 2. With a resolution of the General Shareholders Meeting; 3. Merger; 4. Bankruptcy; 5. Court order or judgment of dissolution; or 6. Notice of revocation of approval of incorporation under Article 42 of the Act. (2) The Company may revise these Articles of Incorporation or effect dissolution or sale or acquisition of its business in whole, only with an approval of the Minster of Construction and Transportation. CHAPTER VIII. SUPPLEMENTARY PROVISIONS Article 58. Modification of Trust Agreements regarding Investment and Management of Assets Notwithstanding the provision of Article 29(1) above, the Company may modify any terms or conditions of any agreement regarding investment and management of assets (an Asset Management Agreement ) executed at the time of incorporation, (i) only with affirmative votes of 2/3 or more of Shareholders present at a meeting of shareholders with voting rights and a 1/3 or more of the total number of shares issued and outstanding; and (ii) only upon (x) the default under the Asset Management Agreement, after any opportunity to cure pursuant to the agreement, of the entity to which the Company has entered into such an agreement (the Asset Manager ), (y) the event that Asset Manager becomes, or is reasonably likely to become, insolvent, bankrupt or no longer authorized to act as an asset management company under the Real Estate Investment Company Act of Korea, or (z) other conditions arise that prohibit the Asset 28

29 Manager from performing its obligations under the Asset Management Agreement for any reason. Article 59. Governing Laws Any matter not contained herein shall be governed in accordance with the applicable provisions of the Act, the Enforcement Decree thereunder, and Enforcement Rules of thereunder, the Korea Commercial Code and other laws and regulations. Article 60. Merger The Company shall not be merged with any company that is not a real estate investment company. Article 61. Keeping of Documents The Company shall keep at its head office and the AMC these Articles of Incorporation, minutes of general shareholders meeting, the register of shareholders, minutes of the Board of Directors meeting, audit reports, and other documents listed in Article 54(1) above. Article 62. Trustees The Trustee under an Asset Management Agreement provided under Article 46 hereof shall be Macquarie Property Advisors Korea Ltd., the agent under the trust agreement regarding asset custody shall be Woori Bank, the trustee under the business trust agreement shall be Woori Bank, or the agent under the share distribution agreement shall be Samsung Securities Co., Ltd., SK Securities Co., Ltd., and Daewoo Securities Co., Ltd., subject to approval of the inaugural meeting. 29

30 Addenda (June 29, 2005) Article 1. Effective Date These Articles of Incorporation has been drafted by promoters on September 30, 2003 and approved by Inaugural Meeting of Macquarie Central Office Corporate Restructuring Real Estate Investment Company on December 12, To reflect the amended Real Estate Investment Company Act in Korea, 1 st amendment of the Articles of Incorporation shall be approved from Extraordinary Shareholders Meeting on 29 June The amended Articles of Incorporation shall take effect from Fiscal Year 3 of the Company. Addenda (March 18, 2008) Article 1. Effective Date The revised provisions of these Articles of Incorporation shall be effective on March 18, WITNESS WHEREOF, the representative directors have sealed their company chops on the amended Articles of Incorporation of the Company. Macquarie Central Office Corporate Restructuring Real Estate Investment Company Representative Director Kwan Young Kim Representative Director Joo Hyun Cho 30