AMATAR
77
(10.2) Disposal of key assets of Trust For disposal of key assets of Trust, the company is required to do as follows. 1. Before disposal of key assets, REIT manager is required to arrange a bidding process to invite bids for the key assets as indicated in the Trust Incorporation Agreement. 2. Disposal of key assets of Trust is required to be in accordance with the following criteria. 2.1 Disposal shall be transparently undertaken with content of the transaction indicated in the Trust Incorporation Agreement and with approval process of the trustee or resolution of the meeting of the trust unit holders as indicated in the Trust Incorporation Agreement implicitly. 2.2 Disposal of any key assets under the following manners shall be in accordance with the requirements on disposal of key assets indicated in the preceding paragraph and shall be necessary and appropriate with approval from the board of directors of the company. 2.3 Disposal of key assets before 1 (one) year since the date of acquisition of such key assets by Trust 2.4 Disposal of key assets of which the ownership acquired by REIT to the original owner (10.3) Procurement of the Company shall be in accordance with the provision indicated in Chapter 2 Clause 8.1.3 Procurement System of the Operation Manual and Internal Control System By vote casting. If any director has a conflict of interest in any agenda, such director is not eligible to cast the vote on such agenda. For the scope of authorities and duties indicated above, the Company will arrange a meeting of the board of directors to inform the board of directors and to ask for approval on the action necessary on the matters related to: 1. Determination of strategies and long-term business operation plans, preparation of appropriate organization structure and supervision of business operation policies and risk factors possibly affecting the benefits sought by Trust 2. Performance of the Company and Trust 3. Annual budget draft of Trust, annual business plans, including annual business strategies of Trust prepared by the Company as REIT manager with support from the property manager 4. Progress of the work undertaken in accordance with the marketing plan provided to generate benefits to Trust, problems and difficulties, corrective measures with support from the property manager 5. Measures to mitigate the risk or any incident possibly affecting the operation of Trust