Axis REIT Managers Berhad ("the Manager") recognizes that an effective corporate governance culture is critical to the performance of the Manager and consequently the success of Axis-REIT.

As a result, the Manager has adopted a comprehensive Corporate Governance framework that meets best practice principles. In particular the Manager has to act honestly, with due care and diligence, and in the best interest of the Unitholders.

The following sections describe the Manager's main Corporate Governance Practices and Policies. They are designed to ensure that applicable securities laws and regulations, the SC's Guidelines on REIT as well as SC's Guidelines on Islamic REITs, the Listing Requirements of Bursa Securities and the Malaysian Code on Corporate Governance (Revised 2007) ["Code"] are complied with, where applicable, and that the Manager's obligations as described in the Deed are properly and efficiently carried out.


THE MANAGER OF AXIS-REIT

Axis REIT Managers Berhad is the appointed Manager of Axis-REIT in accordance with the terms of the Deed. The Deed outlines the functions and duties of the Manager as well as the circumstances under which the Manager can be retired.

In view that Axis-REIT is externally managed by the Manager and as such, it has no employees. The Manager appoints experienced and well qualified personnel to handle its day to day operations. All directors and employees of the Manager are remunerated by the Manager and not by the Fund.

The Manager has the general power over the assets of the Fund. The Manager's main responsibility is to manage the assets and liabilities of Axis-REIT for the benefit of the Unitholders.

The primary role of the Manager is to set the strategic direction of the Fund and make recommendations to the Trustee on acquisitions, divestments and enhancements in line with the agreed strategy.

The Manager is also responsible for the risk management of the Fund. Its other main functions are listed below:

• Using its best endeavors to carry on and conduct its business in a proper and efficient manner and conduct all transactions of the Fund in a transparent manner and at arm's length.
• Preparing reports to the Board of Directors ("Board")which may contain proposals and forecasts on net income, distribution per unit ("DPU"), capital expenditure, valuations frequency, explanations on variances to previous forecasts, written reports on the future potential rental income stream generated by the portfolio of properties owned by Axis-REIT and the underlying assumptions, operational costs and any other assumptions.
• Ensuring compliance to all legislations, rules and guidelines issued by the SC and Bursa Securities, where applicable.
• Ensuring compliance of any tax rulings issued by the Inland Revenue Board of Malaysia.
• Attending to all queries from Unitholders and keeping the investing public informed of the performance of Axis-REIT.
• Supervising the Property Manager which performs the facilities management, lease and marketing management, project management services, and fit-out management services.