Article 11: Fund’s Board of Directors

Article 11: Fund’s Board of Directors

a) Each fund is supervised by a board appointed by the fund manager since establishment, the Authority’s approval is required to be obtained (10) days prior to the appointment of the fund's board or any subsequent change in its composition.

b) The number of directors in the fund must not be less than three (3) directors. The number of independent fund directors of a fund board shall not be less than two, or one third of the total number of directors, whichever is greater .

c) If the quorum set forth in paragraph (b) of this Article is not fulfilled with regard to independent members, the fund manager shall appoint independent members, who satisfy the eligibility requirements set out in paragraph (i) of this Article.

d) The fund manager may not remove any independent board member, and the removal shall only be made by the unitholders in accordance with the provisions of Article (24) of these Regulations.

e) The fund manager must remove any member of the board of directors of the fund if a special fund resolution is issued by the fund’s unitholders requesting the fund manager to remove that member.

f) When more than one real estate investment fund is managed by the same fund manager, those real estate investment funds may be supervised by a single fund board unless the number of the real estate investment funds is reasonably estimated by the fund manager to be too high to be supervised effectively by a single fund board. The fund board and the fund manager must review annually the number of the real estate investment funds supervised by that board and assess whether the number is such that effective supervision is compromised and a different board should be appointed for one or more of those real estate investment funds. The Authority reserves the right to require a fund manager to appoint another fund board if the Authority considers that the number of real estate investment funds the fund board supervises is too high.

g) The fund board shall conduct an annual assessment for each independent director to ensure that there are no relationships or circumstances that affect or may affect his/her independency.

h) A fund board director may vote on any resolution taken by the fund's board of directors to be taken on any matter in which such fund board director has any direct or indirect particular interest and shall disclose any such interest to the fund board

i) Any person appointed by the fund manager as a member of the fund board must fulfill the following eligibility requirements:

1) the person must not be bankrupt or subject to any bankruptcy or insolvency proceedings;

2) the person must not have committed an offense involving fraud or acted in breach of integrity and honesty; and

3) the person must possess the necessary experience and expertise.

j) If any If a member of the fund board ceases to meet the eligibility requirements set out in paragraph (i) of this Article, the fund manager must:

1) Notify the Authority immediately.

2) replace a member of the fund board with another person who fulfils the eligibility requirements within (45) days, in case the requirements set out in paragraph (b) of this Article are not met.

k) If any board director resigned or ceased to provide services, the fund manager must:

1) notify the Authority within (10) days

2) replace the member of the fund board with another person within (45) calendar days from the day the fund manager becomes aware of such resignation or cessation of services, in case the requirements set out in paragraph (b) of this Article are not met.

l) The fund manager must immediately disclose on its website and the Exchange’s website or any other website available to the public according to the controls set out by the Authority (where applicable), any change in the membership of the fund's board of directors.

m) The fund manager must provide all necessary information about the public fund to all members of the fund's board in order to enable them to carry out their duties efficiently, the fund manager shall also provide any other information or documentation requested by the fund's board to enable it to perform its duties.