Sunway REIT Management Sdn Bhd will serve as the Manager of Sunway REIT. The Manager was incorporated in Malaysia pursuant to the Companies Act on 14 February 2008. The Manager has entered into the Deed with the Trustee on 20 May 2010. The Manager will be responsible for the management and operations of Sunway REIT pursuant to the Deed. The Manager is a subsidiary of the Sponsor. Sunway REIT is the first REIT that the Manager will operate and manage.

The Manager has general power of management over the Assets of Sunway REIT. The Manager’s primary responsibility is to manage Sunway REIT and the Properties in accordance with the Deed in the sole interest of the Unitholders. Under the REIT Guidelines, the Manager cannot manage any other REIT if it gives rise to a conflict of interest. The Manager will establish the investment, strategic direction and risk management policies of Sunway REIT and will manage the Assets of Sunway REIT in accordance with the Manager’s investment strategy as stated in the Section 4.4 of the Prospectus and in accordance with the provisions of the Deed and the compliance procedures set forth in this Prospectus. The Manager’s appointment as the manager for Sunway REIT has been approved by the Securities Commission.

The Manager is responsible for Sunway REIT’s investment and financing strategies, asset acquisition and disposition policies and overall management of real estate and real estate-related assets. In exercising its powers, and subject to limits as may be prescribed by the Securities Commission and/or the REIT Guidelines, the Manager must ensure that at least 50% of the Total Asset Value must be invested in real estate assets and/or single-purpose companies at all times. The Manager must ensure that Sunway REIT’s investment in Non-Real Estate-Related Assets and/or cash, deposits and money market instruments must not exceed 25% of the Total Asset Value.

Roles and responsibilities of the Manager

The Manager’s responsibilities are set forth in the Deed. The Manager’s primary responsibility is to manage the Assets of Sunway REIT. The detailed responsibilities of the Manager include, but are not limited to the following:

(a) developing a business plan for the Assets of Sunway REIT in the short, medium and long term with a view to maximising the income of Sunway REIT;
(b) purchase, transfer, acquire, hire, let, lease, license, exchange, dispose of, convey, surrender or otherwise deal with any investments permitted by the REIT Guidelines in furtherance of the investment policy and prevailing investment strategy of Sunway REIT;
(c) supervising and overseeing the management of the Assets of Sunway REIT (including but not limited to lease audit, systems control, data management and business plan implementation) in accordance with the Deed;
(d) managing the Assets of Sunway REIT through the procurement of service providers to carry out specified activities, including but not limited to onsite property management, property maintenance, letting and leasing services and rent collection and arrear control;
(e) managing the finances of Sunway REIT including account preparation, coordination of the budget process and forecast modelling;
(f) ensuring legal and corporate compliance in relation to the Assets of Sunway REIT;
(g) developing and maintaining investor relations including information coordination and distribution and customer service to the investors; and
(h) carrying out such other activities as the Manager may consider necessary from time to time.

The Manager has covenanted in the Deed that it will exercise due care, skill and diligence in managing Sunway REIT, and observe high standards of integrity and fair dealing in managing Sunway REIT to the best and exclusive interest of the Unitholders.





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