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RULES OF PROCEDURE OF THE BOARD OF DIRECTORS OF ADVANCE TERRAFUND REIT I. GENERAL PROVISIONS Article 1. These Rules shall be adopted in accordance with Article 48 of the Bylaws of ADVANCE TERRAFUND REIT, regulate the rights and obligations of the members of the Board of Directors of ADVANCE TERRAFUND REIT and ensure the effective organization of the Company. /2/ The Board of Directors shall decide on all issues concerning the Company that are beyond the scope of competence of the General Meeting of Shareholders. Article 2. /1/. The Board of Directors of the Company shall be elected by the General Meeting of Shareholders for a mandate of 5 (five) years. /2/ Members of the Board of Directors may be reelected without limitation. /3/ Upon mandate expiry, members of the Board of Directors shall continue the performance of their functions until the election of a new Board of Directors by the General Meeting of Shareholders. Article 3. /1/. The Board of Directors shall be in the composition of 3 (three) to 5 (five) active individuals and/or legal entities elected by the General Meeting of Shareholders. /2/ Where a member of the Board of Directors is a legal entity, such member shall appoint a reprehensive to perform their functions in the Board of Directors. The legal entity shall be jointly and unlimitedly liable with the other members of the Board of Directors for all obligations arising out of the actions of their representatives. Article 4. /1/ A member of the Board of Directors shall hold a higher education diploma and shall not: 1. have been convicted of any willful crime of general nature; 2. have been declared insolvent as a private merchant or an unlimited liability shareholder in a commercial company or be in insolvency proceedings; 3. have been a member of the managing or controlling body of a company or cooperative dissolved due to insolvency over the last 2 (two) years preceding the date of insolvency declaration decision, if there are any unsatisfied creditors; 4. have been deprived of the right to hold a position involving financial liability; 5. be a spouse or a relative up to third degree inclusive or direct or collateral relative of another member or a member of the managing or controlling body of a servicing company. /2/ The requirements mentioned in Paragraph 1 shall also apply to all individuals representing legal entities that are members of the Board of Directors. /3/ At least 1/3 (one-third) of the members shall be independent persons. Article 5. An independent member of the Board of Directors may not be: 1. an employee of the Company; 2. a shareholder holding not less than 25% (twenty-five per cent) of the votes in the General Meeting of Shareholders directly or through third parties or a related party of the Company; 1 3. a person having long-term business relations with the Company; 4. a member of the managing or controlling body of another company, a procurator or an employee of a commercial company or another legal entity pursuant to Items 2 and 3 of this Paragraph; 5. a related party of another member of the managing body of the Company. II. RIGHTS AND OBLIGATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS Article 6. /1/ All members of the Board of Directors shall meet the requirements of the Law on Public Offering of Securities, the Law on Commerce, the Law on Special Purpose Investment Companies and the Bylaws of ADVANCE TERRAFUND REIT. /2/ The Board of Directors shall make decisions on the operations of the Company insofar as such decisions are not within the exclusive scope of competence of the General Meeting of Shareholders in accordance with the effective legislation and the Bylaws. Article 7. The members of the Board of Directors shall perform their functions with due diligence and to the best interest of shareholders, undertaking: 1. to perform their official duties in a professional and responsible manner that they reasonably consider to be in the interest of all shareholders of the Company, using reliable, detailed and timely information only; 2. to give priority to the interest of the Company and its investors over their own interests and to refrain from using facts or circumstances, which come to their knowledge in the course of performance of their official and professional duties, to gain personal benefit or benefit other persons at the expense of the Company and its shareholders; 3. to refrain from disclosing information on the discussions and decisions made at the sessions of the Board of Directors and other non-public information about the Company, including after termination of their membership with the Board of Directors, until the public disclosure of such information by the Company. 4. to provide and disclose information to shareholders and investors in accordance with the regulatory and internal documents of the Company. Article 8. In managing the Company, the Board of Directors shall strictly comply with the restrictions set forth in Article 114 and the following of the Law on Public Offering of Securities and the effective legislation. Article 9 /1/ Prior to election of a person nominated for a member of the Board of Directors, such person shall notify the General Meeting of Shareholders of any participation in commercial companies as an unlimited liability shareholder, holding of over 25 (twenty-five per cent) of the capital of another company and/or participation in the management of other companies and cooperatives as a procurator, a manager or a board member. Where such circumstances occur after election, the person elected a member of the Board of Directors shall duly notify the Board of Directors in writing and the Board of Directors shall present all received notices to the Company at the next session of the General Meeting of Shareholders. /2/ A member of the Board of Directors shall be entitled, on own behalf or on behalf of other persons, to execute commercial transactions, to participate in commercial companies as an unlimited liability shareholder and be a procurator, a manager or a board member of other 2 companies or cooperatives performing activities that are competitive to these of the Company provided that the Board of Directors of the Company preliminary approves such participation with an unanimous decisions of all its members. Article 10. /1/ The members of the Board of Directors shall present all information, data and documents required by applicable regulatory provisions to the Financial Supervision Commission and other competent bodies and to the shareholders of the Company. /2/ A member of the Board of Directors shall submit an annual declaration of property and business interest to the Financial Supervision Commission. Article 11. /1/ The members of the Board of Directors shall have equal rights and obligations regardless of the internal allocation of functions and of the additional rights management and representation rights given to the Executive Director (Member). /2/ The members of the Board of Directors shall perform their obligations in the interest of the Company and keep all its secrets throughout the period of mandate. III. COMPOSITION, MANAGEMENT AND REPRESENTATION Article 12. /1/ The Company shall be operationally managed by an Executive Director elected by the Board of Directors with a majority of 2/3 (two-thirds). /2/ The Executive Director shall be appointed for a mandate that is the same as the mandate of the Board of Directors and perform assigned functions until the election of a new Executive Director. /3/ The management powers of the Executive Director shall be set forth in the election decision made by the Board of Directors and the management agreement. /4/ The authorization of the Executive Director may be withdrawn based on a decision made by the Board of Director with the majority required for the election, at any time. /5/ The Executive Director shall generally report to the Board of Directors. /6/ At a regular session of the Board of Directors, the Executive Director shall report their activities on a current basis. /7/ Where the Executive Director is absent, their functions related to the management of the Company shall be performed by the Chairperson of the Board of Directors. Article 13. /1/ The Company shall be represented by the Executive Director (Executive Member) elected by the Board of Directors. /2/ All persons authorized to represent the Company shall be permanently residing in the Republic of Bulgaria. /3/ The names of the persons pursuant to Paragraph 1 shall be entered into the Commercial register and promulgated. Investor Relations Director Article 14. /1/ The Board of Directors of the Company shall appoint an Investor Relations Director under the terms and conditions of an employment agreement. /2/ The Investor Relations Director shall have proper qualification and/or experience to perform the assigned functions and may not be a member of the Board of Directors or a procurator of the Company. /3/ The Investor Relations Director shall: 3 1. ensure the effective communication between the Board of Directors of the Company and its shareholders and the persons interested in investing in securities of the Company, providing information on the current financial and economic position of the Company and any other information to which they are legally entitled in the capacity of shareholders or investors; 2. ensure the sending of the materials related to a convoked session of the General Meeting of Shareholders to all requesting shareholders within the statutory time limit; 3. take and keep true and detailed minutes at the sessions of the Board of Directors of the Company; 4. ensure the timely submission of all required reports and notices of the Company to the Deputy Chairperson in charge of the Investment Supervision Division of the Financial Supervision Commission, the regulated market where the securities of the Company are traded and the Central Depository; 5. keep a register of all sent materials pursuant to Items 2 and 4 and received requests and provided information pursuant to Item 1, describing related reasons for no provision of such information, if applicable. /4/ The Investor Relations Director shall report to the shareholders at the annual session of the General Meeting of Shareholders. /5/ The members of the Board of Director shall render assistance to the Investor Relations Director and control the performance of functions pursuant to Article 3. /6/ Article 116a, Paragraph 1 and Article 116b of the Law on Public Offering of Securities shall apply to the Investor Relations Director. IV. SCOPE OF COMPETENCE OF THE BOARD OF DIRECTORS Article 15. /1/ The Board of Directors shall: 1. assign the evaluation of real estates to be acquired by the Company to one or more experts with proper qualification and experience in accordance with the requirements of the Bylaws and the Law on Special Purpose Investment Companies; 2. make a decision on the conclusion of a preliminary agreement or an agreement in the form of notary deed on acquisition and/or disposal of real estate or real right subject to the limitations set forth in the Bylaws and the effective legislation; 3. appoint and dismiss persons to act as an Executive Director and Chairperson and Deputy Chairperson of the Board of Directors 4. appoint and dismiss employees of the Company, including the person to act or acting as an Executive Director, and determine their remuneration; 5. undertake actions related to the preparation of the Annual Financial Statements; 6. approve a proposal on profit allocation; 7. conclude, terminate and cancel agreements with the servicing company(ies) and the depository bank as set forth there in or in the effective Bulgarian legislation subject to the approval of the Financial Supervision Commission and present a comprehensive report on the grounds for termination or cancellation of such agreements at the next session of the General Meeting of Shareholders; 8. control the performance of all agreements with the servicing company(ies) and the depository bank and render assistance to the latter in the course of performance of their functions in accordance with the effective legislation and the Bylaws; 4 9. elect and authorize investment intermediaries to undertake and/or service the issues of shares upon increase of the capital of the Company and the issues of bonds issued by the Company; 10. adopt Rules of Procedure to govern its activities and approve Internal Organization Rules of the Company; 11. immediately convoke a session of the General Meeting of Shareholders where material circumstances concerning the Company occur in the cases provided for by law and/or at own discretion; 12. make decisions on investment of the free funds of the Company in assets pursuant to Article 12, Paragraphs 1 and 2 of the Bylaws subject to the limitations set forth therein; 13. make a decision the conclusion of a loan (bank credit) agreement in accordance with the requirements of Article 11, Paragraph 2, Items 2 and 3 of the Bylaws and on provision of collaterals to secure obligations of the Company subject to the applicable regulatory limitations; 14. have the right to increase the capital of the Company through issue of new shares over a period of 5 (five) years as from the registration of the Company in accordance with the provisions of the Bylaws; 15. make decisions on the execution of all transactions between the Company and stakeholders subject to the limitations set forth in the Bylaws and the effective legislation; 16. elect a person to act as a Procurator of the Company; 17. approve a good corporate governance program of the Company in accordance with the generally accepted standards of good corporate governance determined by the Deputy Chairperson in charge of the Investment Supervision Division of the Financial Supervision Commission; 18. have the right to issue bonds through public offering over a period of 5 (five) years as from the registration of the Company in accordance with the provisions of the Bylaws; 19. make decisions on insurance of real estates acquired by the Company; 20. elect and conclude an agreement with an investment intermediary for opening client sub-accounts for the new shares in the name of their holders upon increase of the capital of the Company in accordance with the requirements of Article 27a of Ordinance No 1/15 September 2003 on the Requirements to the Activities of Investment Intermediaries. 21. make decisions on all other issues beyond the exclusive scope of competence of the General Meeting of Shareholder in accordance with the effective legislation or the Bylaws. /4/ Subject to the limitations set forth in Article 114 and the following of the Law on Public Offering of Securities and the effective legislation, the Board of Directors of the Company shall be entitled to make an unanimous decision on execution of the transactions pursuant to Article 236, Paragraph 2 of the Law on Commerce. Article 16. /1/ Over the period of mandate, a member of the Board of Directors, their representative respectively, may not: a/ be sentenced to prison for a willful crime of general crime of general nature; b/ be declared insolvent or be a member of a managing or controlling body or an unlimited liability shareholder in a company dissolved due to insolvency, if there are any unsatisfied creditors; c/ be a spouse or a relative up to third degree inclusive or direct or collateral relative or relative by marriage up to third degree inclusive of another member of the Board of Directors; d/ be in violation of other applicable requirements set forth in the effective legislation or the Bylaws. 5 /2/ Where ineligibility of a member (representative) occurs, such member (representative) shall immediately resign from their position of a member of the Board of Directors. Otherwise, the Board of Directors shall propose to the General Meeting of Shareholders to terminate the membership rights of such member or propose to such member to replace their representative in the Board of Directors, if a legal entity. V. SESSIONS OF THE BOARD OF DIRECTORS, QUORUM AND MAJORITY Article 17. /1/ The Board of Directors shall hold regular sessions. /2/ An extraordinary session shall be convoked at the request of any member of the Board of Directors. /3/ A session shall be held at the registered office of the Company. The Board of Directors may hold a session at another place at own discretion. Article 18 /1/. A session shall be convoked by the Chairperson of the Board of Directors not less than twice a month. Each member of the Board of Directors may request the convocation of a session by the Chairperson to discuss particular issues. In this case, the Chairperson shall convoke a session by sending a notice within 3 (three) days prior to the session date except for urgent matters where a session may be convoked earlier. /2/. A notice to convoke a session shall specify the session place, date, hour and proposed agenda. /3/. No notice shall be sent to members present at the preceding session of the Board of Directors and notified of the next session place, date, hour and agenda. Members not present at such session shall be notified in accordance with Paragraphs 1 and 2. /4/. Each member of the Board of Directors may request from the Chairperson or the other members of the Board of Directors all necessary materials related to the items to be discussed at the forthcoming session. Article 19. /1/ A session of the Board of Directors shall be regular if all its members are invited not later than 3 (three) days prior to the session date and more than ½ (one half) of its members are present thereat unless another quorum is set forth in the effective legislation or the Bylaws. /2/ Insofar as the effective legislation or the Bylaws do not provide for otherwise, all the Board of Directors shall make decisions with a majority of 2/3 (two-thirds) of the votes of all directors. /3/ A session of the Board of Directors shall be chaired by its Chairperson or the Deputy Chairperson where the Chairperson is absent. /4/ A decision of the Board of Directors shall be made by open voting. /5/ Each member of the Board of Directors shall be entitled to one vote. /6/ At a session of the Board of Directors, minutes shall be taken and signed by all present persons, indicating the manner of voting on all issues discussed. /7/ The Board of Directors may make a decision without holding a session where all members declare their written approval of such decision. The minutes recording such decisions may be signed by the Chairperson and the Secretary of the Board of Directors only and accompanied by all approvals pursuant to the preceding sentence. VI. FUNCTIONS OF THE BOARD OF DIRECTORS 6 Article 20. /1/ The Board of Directors shall be a collective management body of the Company. It shall report its activities to the General Meeting of Shareholders. /2/ The Board of Directors shall perform its functions in accordance with the requirements set forth in the effective legislation and the Bylaws of the Company. VII. ANNUAL REPORTS Article 21. /1/ By the end of February, the Board of Directors shall prepare its Annual Financial Statements and Activity Report related to the management of the Company over the last calendar/financial year. /2/ The Activity Report shall include analysis of all key events in the course of the organizational and business activities of the Company, the status of the affairs of the Company and explanations to the Annual Financial Statements. /3/ The Annual Financial Statements shall be audited by a certified public account (registered auditor) elected by the General Meeting of Shareholders who is to ascertain the compliance with the requirements of the Law on Accountancy and the Bylaws. Such audit shall be required for the approval of the Annual Financial Statements. /4/ Where no certified accountant is not elected by the calendar year end, such accountant shall be appointed by the competent court at the request of the Board of Directors or any shareholder. Article 22. /1/ The Company shall submit annual, quarterly and monthly reports to the Deputy Chairperson in charge of the Investment Supervision Division of the Financial Supervision Commission in accordance with the contents and within the time limits set forth in the Law on Special Purpose Investment Companies, the Law on Public Offering of Securities and its implementing instruments. /2/ The Company shall publish a notice on the annual and quarterly reports presentation and the place, manner and time for their availability for inspection. Approval Article 23. /1/ The Activity Report, the Annual Financial Statements and the Proposal on Profit Allocation of the Board of Directors shall be presented to the General Meeting of Shareholders for discussion. /2/ The Annual Financial Statements approved by the General Meeting of Shareholders shall be presented to the Commercial register. VIII. LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS Article 24. /1/ The members of the Board of Directors shall perform their functions in person and to the interest of the Company only. /2/ The members of the Board of Directors shall be jointly and severally liable for any and all damages caused to the Company. /3/ A member of the Board of Directors may be released from liability if it is proved that such member is not personally liable for the damages caused to the patrimony of the Company. 7 Article 25. Each member of the Board of Directors shall provide a management guarantee whose type and amount is to be determined in a decision made by the General Meeting of Shareholders. The amount of such guarantee may not be less than the total gross remuneration of a member for 3 (three) months. TRANSITIONAL AND FINAL PROVISIONS § 1. Any and all amendments and supplements to these Rules shall be effective as from the day following the date of the session of the Board of Directors where they are decided unless the Board of Directors determines otherwise. § 2. These Rules shall be interpreted by the Board of Directors itself. These Rules were adopted and approved with Minutes taken at a session of the Board of Directors of Advance Terrafund REIT held on 20 October 2016. 8