STATUTE OF “TBI – BAC – Real Estate Investment Trust” PLC Chapter I GENERAL PROVISIONS Statute Article 1. (1). “TBI – BAC – Real Investment Trust” hereinafter referred to as “Company”) is a joint-stock company with special investment aim, which at the order of the Act for companies with special investment aim shall carry out an investment activity of monetary means, raised by issue of securities, into real estates (securization of real estates). (2) “TBI – BAC – Real Estate Investment Trust” Plc. shall be incorporated as per the order of Article 163 of the Trade Act. (3) The regulations of the Act for public offer of securities and of the Trade Act shall be applied for all matters on incorporation, organization, activity and termination of the company which are not settled by the Act for public offering of securities. Company Article 2. (1) The company’s name shall be “TBI – BAC – Real Estate Investment Trust” Plc. (2) The name of the company shall be written in Latin as follows: “TBI – BAC – Real Estate Investment Trust” Plc. or “TBI – BAC – REIT”. Headquarters and address of administration Article 3. (1). The headquarters of the company shall be: Republic of Bulgaria, city of Sofia, “Oborishte” Municipality (2) The address of administration of the company shall be: 5, Dunav street. Type of securized activities. Subject of activity Article 4. The company shall be incorporated for securization of real estates with subject of activity: investment of monetary means, raised by issue

2 of securities, into real estates (securization of real estates) by the purchase of ownership right and other real rights on real estates as well as execution of constructions and their improvements aimed to be submitted for management, renting, leasing, granting on rent and/or their sale. TERM OF EXISTING OF THE COMPANY. SECURIZATION OF NEW ASSETS Article 5. (1) The existence of the company shall not be limited by any term. (2) The company may acquire new asset or assets for securization by the monetary means, obtained from the sale of the owned real estates, with extra raised monetary means by emission of new securities as well as by bank credits upon observation of the legal requirements. Investment aims Article 6. (1) The main investment aim of the company shall be increasing of the investment values and receiving of current income upon control of risk, incl. by diversification of real estate portfolio. (2). The company shall invest into real estates (land and buildings) as well as in the construction and commissioning of new buildings on the territory of the Republic of Bulgaria. (3). The investment aims of the company shall be: 1. retaining and increasing of the market price of the shares issued by the company; 2. provision of current income for the shareholders as monetary dividend; 3. realization of profit from the growth of real estate value by their sale; 4. provision of liquidity for investment of the shareholders by acceptance of company’s shares for sale on a regulated market. Requirements and limitations on securized assets Article 7. (1). The company shall acquire ownership right and other (limited) real rights only on real estates located on the territory of the Republic of Bulgaria. (2). The company may acquire real rights on all types of real estates, incl. newly constructed and completed residential, industrial and other buildings and

3 parts of them, on agricultural and other lands, forests, etc., upon observation of the requirements of the laws and this Statute. Article 8. The company shall not acquire real rights on real estates subject to legal dispute. General limitations of the activity Article 9. (1). The company shall not: 1. be transformed into other type of trade company, incl. company with special investment aim for securization of taking; 2. change the subject of activity; 3. carry out commercial transactions which are not directly connected with its activity; 4. grant loans or secure liabilities of third persons; 5. receive loans, except: a) as an emitter of debt securities, registered for trade on a regulated markets of securities; b) upon bank credits with purposeful designation to acquire and commission the securization assets; c) upon bank credits used for payment of interests if they are with term for not more than 12 months and amount up to 20 per cent of the balance value of company’s assets. (2). The company may invest its free means only in: 1. securities issued or guaranteed by the Bulgarian state and/or in bank deposits – without any limitations; 2. mortgage bonds issued according to the order and at the conditions of the Act for mortgage bonds – up to 10 per cent of the company’s assets; 3. other assets if permitted by the actual legislation. (3). The company may invest up to 10 per cents of its capital in the servicing company.

4 (4). Except in cases mentioned in paragraph 2 and 3, the company may not invest in securities, sold on regulated market or acquire shares in other companies.

Chapter II CAPITAL Capital size. Number and type of shares Article 10. (1). The company’s capital shall be 500 000 BGN, divided in 500 000 ordinary unavailable shares with voting right and with nominal value of 1 BGN each. (2). The company’s capital is deposited in total. Installments Article 11. (1) Company’s shares shall be acquired against payment of their total emission value. The company’s shareholder shall not make partial installments. (2). The capital installments may be monetary only. Shares Article 12. (1). The company shall issue only unavailable freely transferable shares. The regulation of article 185 para 2, second sentence of the Trade Act shall not apply. (2). The company shall issue ordinary shares. After the obligatory initial raising of capital, the company may issue preference shares too according to article 17 of the Statute. (3). The shares with equal rights shall form a separate class. Limitation of rights of separate shareholders in one class shall be inadmissible. Ordinary share rights Article 13. (1). Each ordinary share shall grant a voting right in the General Meeting of shareholders, the right on a dividend and on a liquidation share, proportional to their nominal value. (2). The voting right in the General Meeting of shareholders shall be exercised by the persons, entered in the registers of the Central Depository as

5 shareholders 14 days prior to the date of the General Meeting. The Central Depository shall submit a list of shareholders to the company as at this date. (3). The company shall distribute dividends as per the order and conditions, provided in the Act of companies with special investment aim and the Act for public offering of securities , the Trade Act and chapter ten of the Statute, upon resolution of the General Meeting. The advance distribution of dividends shall be prohibited. The right on dividends shall have the persons, entered in the registers of the Central depository as shareholders on the 14th day after the date of the General Meeting on which the annual financial report is accepted and a resolution for distribution of profit has been passed. Indivisibility Article 14.(1).The shares shall be dematerialized. (2) When the share shall belong to several persons, they shall exercise their rights on it jointly. nominating a proxy. In order to realize the rights on the share, the proxy should be empowered by an explicit power of attorney in writing, attested by the Notary, with a normatively established content. Shareholders book Article 15. The shareholder’s book shall be kept Depository.

by the Central

Transfer of shares Article 16. The company’s shares shall be transferred freely, without any limitations or conditions, upon observation of the requirements of the actual legislation for transactions with dematerialized securities. Preference shares Article 17. (1). The company may issue preference shares, granting the right on a guaranteed or additional dividend, on a guaranteed or additional liquidation share or the preference for back purchase. The preference shares could be without voting right. (2). The company can not issue preference shares granting the right on more than one vote. (3). The rights granted by emission of preference shares of the company, including the size of the guaranteed and additional dividend or on a liquidation share as well as the conditions and order to exercise the preference rights, shall

6 be determined by the resolution for capital increasing by issue of preference shares in accordance with the law and this Statute. (4). The preference shares shall be included in determination of the capital’s nominal value. The preference shares without voting right shall not be more than ½ of the total number of company’s shares. (5). The agreement of the preference shareholders of the same class, summoned on a separate meeting, shall be necessary to pass a resolution for dropping out or limitation of preferences on shares according to para 1. The meeting shall be regular if 50 per cent of the preferences shares at least shall be present. The resolution shall be passed by a majority of ¾ of the presented shares. The shares shall acquire voting right by dropping out of the preference. The regulations of article 32-35, 37 and 38 of this Statute shall be applied to summon and holding of the meeting of preference shareholders. Article 18.(1). The guaranteed and additional dividend for each year shall be paid up in case of profit for the relevant year. The guaranteed dividend shall be paid up with priority over the dividend for the other shares. (2). Due to absence of profit or by any other reason, the dividend on the preference shares for a definite year shall not be paid, it shall be paid at distribution of the profit for the next year together with the dividend due for it. When due to absence of profit for the next year too or for any other reason, the dividend for two successive years shall not be paid up in total, the preference shares without voting right shall acquire the voting right till payment of the delayed dividends and shall be included in determination of the quorum and majority to hold and pass resolutions on the General Meeting of the company’s shareholders. Article 19. The right on a guaranteed or additional liquidation share shall be conditional. It shall arise and shall be exercised only in case that (and as far) at the liquidation of the company after satisfaction of the claims of all creditors there will be a property for distribution among the shareholders and up to the amount of this property. Article 20. (1). For back purchase of preference shares for back purchase, the Board of Directors of the company shall prepare an offer for back purchase. The offer shall be submitted in the Trade Register and an advertisement shall be published in the State Gazette. The company shall be obliged to purchase proportionally the preference shares of the shareholder who accept the offer. (2). The payment of amount due for back purchase of preference shares shall be executed upon observation of the requirements of article 10, para 1 of

7 the Act for companies with special investment aim and article 247a, para 1, 2 and 3 of the Trade Act. Chapter III CAPITAL RAISING Raising mode Article 21. (1). The company’s capital shall be raised by: 1. issue of new shares; 2. transformation into shares of bonds, issued as convertible one; (2). The company’s capital can not be raised by raising the nominal value of already issued shares or by transformation of shares into bonds which are not issued as convertible one. (3). The company’s capital can not be raised by capitalization of profit as well as by non-monetary installments or under condition. The regulations of article 197, 193 and 195 of the Trade Act shall not be applicable. Article 22.(1). The company’s capital shall be raised upon resolution of the General Meeting. Except the case of obligatory initial raising of capital as per article 24 of the Statute, the Board of Directors of the company may pass a resolution to raise the capital within the frames of power rights as per article 43 of the Statute. (2). Raising of company’s capital shell be carried out as per chapter six of the Act for public offering of securities – by a prospectus for public offering of shares, confirmed by the Financial Supervision Board. Except the case for compulsory initial raising of capital according to article 24 of the Statute, the company may raise its capital without prospectus too – under the order and at the conditions of article 79, para 1, item 4 with reference to article 112a of the Act for public offering of securities. Shareholders preference Article 23.(1). Upon raising of capital, except in its compulsory initial raising according to article 24 of the Statute, each shareholder shall have the right to acquire a part of the new shares, proportional to his share in the capital prior to it raising. This right can not be deprived or limited according to article 194, para 4 and article 196, para 3 of the Trade Act.

8 (2). The right to participate in capital raising shall have the persons who have acquired shares 14 days the latest after the date of the resolution of the General Meeting to raise the capital and if the resolution for capital raising is passed by the Board of Directors according to article 43 of the Statute – the person who have acquired shares 14 days the latest after the date of publication of the advertisement for public offering according to article 93 para 1 of the Act for public offering of securities. (3). Rights according to paragraph 1 item 3 of the by-regulations of the Act for public offering of securities shall be granted at raising of company’s capital. One right shall be granted against each existing share. The ratio between the granted rights and one new share shall be determined in the resolution for capital raising. Compulsory initial capital raising Article 24. Based on article 5 para 3 of the Act for companies with special investment aim, the Incorporation Meeting of the company shall pass a resolution for initial raising of its capital from 500 000 BGN to 650 000 (six hundred and fifty thousand) BGN by issue of new ordinary unavailable shares with voting right, with a nominal value of 1 BGN each and with emission value of 1 BGN each. Article 25. (1). The compulsory initial capital raising shall be carried out on the basis of a prospectus, confirmed by the Financial Supervision Board. The regulations of article 79 para 1, item 4 with reference to article 112a of the Act for public offering of securities and article 22 of this Stature shall not be applied. (2). The prospectus shall be presented for approval by the Financial Supervision Board simultaneously with filing of an application for issue a license and within 6-months term from entering of the company in the Trade Register of the court. Article 26.(1). Rights shall be granted in the sense of paragraph 1 item, 3 of the By-regulations of the Act for public offering of securities at the initial raising of the capital. One right shall be granted against each share of capital raising. (2). At the initial raising, the shareholders shall have no preferences to acquire new shares. The regulations of article 112 para 1 of the Act for public offering of securities and article 194 of the Trade Act shall not be applied.

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Chapter IV CAPITAL REDUCTION Article 27.(1). The company’s capital can be reduced at invalidation of back purchased preference shares according to article 20 of the Statute. (2). The capital can not be reduced by forced invalidation of shares or by back purchase of shares according to article 111 para 5 of the Act for public offering of securities. Chapter V BONDS Article 28.(1). The company may issue bonds at the conditions and order of part VII of chapter 14 of the Trade Act or by public offering according to chapter six of the Act for public offering of securities. On the grounds of paragraph 2 of the Final regulations of the Act for companies with special investment aim, the company may issue bonds, incl. by public offering, from the moment of its entering in the Trade Register. (2). The company may issue only unavailable bonds for which transfer there will be no conditions or limitations. The debenture loan may be signed and the bonds may be issued only after total payment of their emission value. Immediately after signing of debenture loan, the bonds shall be registered for sale on a regulated market for securities. (3). The regulations of the actual legislation on transactions with dematerialized shares shall be applied for transfer of bonds, issued by the company. (4). The bonds shall be issued upon resolution of the General Meeting or the Board of Directors within the power rights according to article 44 of the Statute. (5). On the grounds of the resolution according to article 4, the Board of Directors shall make a proposal for registration of the bonds according to article 205 para 2 of the Trade Act at their non-public offering, respectively a prospectus for public offering of bonds according to chapter six of the Act for public offering of securities, which shall define the conditions of t he debenture loan, inclusive: size of debenture loan; number, type, value and conditions for registration of bonds; profitability; mode and term for acquittal of liabilities of the debenture loan; conditions at which the loan shall be deemed as signed.

10 (6). The company shall not: 1. amend the conditions at which the issued bonds are registered; 2. issue new bonds with preference regimen of payment, without having the agreement of the general meetings of the bond-holders from preceding unpaid emissions; 3. issue new convertible bonds without the agreement of the holders of convertible bonds from preceding emissions; 4. pass resolutions for acquittal of bonds which have not been issued as convertible one, by their transformation into shares. (7). The resolution, passed in infringement of the prohibitions of article 6, shall be null and void. (8). The company may issue bonds to be transformed into shares (convertible bonds) at the relevant application of the regulations on preferences of shareholders according to article 22 para 1 of the Statute. (9). The company may issue bonds in EUR or any other convertible currency upon observation of the actual legislation. Chapter VI COMPANY BODIES Company bodies Article 29. The company shall have monolevel system of management. The General Meeting and the Board of Directors shall be the bodies of the company. Part I General Meeting of shareholders Structure of the General Meeting of shareholders Article 30. (1). The General Meeting includes shareholders with voting right. They shall participate in the General Meeting personally or by proxy, empowered by an explicit power of attorney in writing according to article 116 para 1 of the Act for public offering of securities. (2). Members of the Board of Directors can not represent shareholder.

11 (3). The members of the Board of Directors as well as the shareholders with preference shares without voting right shall participate in the work of the General Meeting without voting power except if they are shareholders according to article 1. Competence of the General Meeting Article 31. (1). The General Meeting shall: 1. amend and supplement the company’s Statute; 2. transform and liquidate the company; 3. raise and reduce the company’s capital; 4. nominate and dismiss members of the Board of Directors and fix their remuneration and guarantee for their management in accordance with the requirements of the law; 5. appoint and dismiss the registered auditors (certified accountants) of the company; 6. approve and accept the annual financial report after being attested by the appointed registered auditors, pass a resolution for distribution of profit and for filling up of the “Reserve” fund and dividend payment; 7. appoint liquidator(s) in case of any reason for liquidation of the company except in cases of insolvency; 8. release from responsibility the members of the Board of Directors. (2). Amendments and supplements in the company’s Statute, transformation and liquidation of the company as well as nominations of the liquidators of the company shall be carried out after approval of the Financial Supervision Board. Holding of General Meeting Article 32.(1). The General Meeting shall be held at its headquarters. The regular General Meeting shall be hold till the end of the first half of the year after the end of the year under review. (2). The General Meeting shall nominate Chairman and Secretary on each of its sittings.

12 Summoning of the General Meeting Article 33.(1). The General Meeting shall be summoned by the Board of Directors. The General Meeting may be summoned also by request of the shareholders, possessing at least 5 per cent of company’s capital. (2). It shall be summoned by an invitation, published in the State gazette and there should be 30 days at least from the date of its publication to the date of the General Meeting. Within the term of the preceding sentence, the invitation shall be published also in one central daily magazine and shall be sent to the Financial Supervision Board, the Central Depository and the regulated market where the company’s shares are traded. (3). The content of the invitation to summon the General Meeting shall be defined according to the requirements of the actual legislation. The shareholders, holding at least 5 per cent of company’s capital, may request supplement of agenda published in the invitation according to the order and conditions of article 223a of the Trade Act. Right on information Article 34. (1). The materials in writing, referred to agenda of the General Meeting, should be placed at disposition of the shareholders the latest till the date of publication of the invitation to summon the General Meeting. (2). When the agenda includes nomination of members of the Board of Directors, the materials in writing shall include also data about the names, permanent address and professional qualification of the persons, proposed for members. (3). Upon request, the materials in writing shall be submitted to each shareholder free of charge. (4). Upon holding of General Meeting, the shareholders may raise questions on the economical and financial status and the commercial activity of the company, regardless if the questions are referred to the announced agenda. List of attending persons Article 35.(1). List of the attending shareholders and/or their proxies and the number of possessed or represented shares shall be prepared on the sitting of the General Meeting. The shareholders and their proxies shall certify their attendance b y a signature. The list shall be attested by the Chairman and the Secretary of the General Meeting.

13 (2). Attendance of the sitting by proxies of the shareholders shall be valid and the relevant persons shall be recorded in the list of attending shareholders as far as the requirements of article 116 of the Act for public offering of securities are observed. Quorum Article 36.(1). The resolutions according to article 31, para 1, item 1-3 of the Statute shall be passed only if one half of the capital is represented on the General Meeting. (2). In case of absence of quorum according to para 1, a new sitting may be set down not earlier than 14 days and it shall be legal, irrespective of the number of shares present in it. The date of the new sitting may be stated in the invitation of the first sitting too. Voting and majority Article 37.(1). Voting in the General meeting shall be personal. Voting by proxy shall be admitted only upon observation of the requirements of article 116 of the Act for public offering of securities, the normative acts on its application and the other legal requirements. (2). The resolution of the General Meeting shall be accepted by ordinary majority of the shares present on the meeting, except if the actual legislation or this Statute do not foresee a higher majority for passing of definite resolutions. (3). Majority of ¾ (three fourths) of the shares with voting right present on the meeting shall be necessary for passing of resolutions according to article 31, para 1, item 1-4. Minutes Article 38.(1). Minutes shall be kept on the sittings of the General Meeting, which shall stipulate the data according to article 232 para 1 of the Trade Act. (2). The Minutes shall be signed by the Chairman and the Secretary of the meeting as well as by vote tellers. (3). List of the present persons and the documents referred to summoning of the General Meeting shall be attached to the Minutes. (4). The Minutes and their enclosures shall be kept five years at least. Upon request, they shall be presented to the shareholders.

14 (5). The Minutes book shall be kept and stored by a person specially appointed by the Board of Directors. Part II Board of Directors Mandate Article 39.(1). The Board of Directors of the company shall be nominated by the General Meeting for a period of 5 (five) years. (2). The members of the first Board of Directors shall be nominated for a period of 3 (tree) years. (3). The members of the Board of Directors may be re-nominated without any limitation. (4). After expiration of their mandate, the members of the Board of Directors shall continue to execute their functions till nomination of the new Board by the General Meeting. Structure of the Board of Directors Article 40.(1). The Board of Directors shall be composed of six physical and/or juridical persons. The structure of the Board of Directors may be changed by the General Meeting at any time. (2). The juridical persons – member of the Board of Directors, shall nominate a proxy for executions of his liabilities in the Board of Directors. The juridical persons shall be responsible jointly and without any limitation together with the other members of the Board of Directors for the laities arising from acts of their proxies. (3). The members of the Board of Directors should have higher education and should not be: 1. sentenced for deliberate crime of general character; 2. declared for insolvency as a sole-trader or partners with unlimited liability in trade company and should not be in any procedure for insolvency; 3. members of a management or control body of a company or cooperative, liquidated due to insolvency in the recent two years, preceding the date for adjudging of insolvency if there are unsatisfied creditors; 4. deprived from the right to occupy a post of material responsibility;

15 5. spouses or relatives of third kin incl. direct of lateral branch between them or of a member of the management or control body of the servicing company. (4). The requirements of para 3 should be valid also for physical persons – proxies of juridical persons – members of the Board of Directors. (5). At least one third of the members of the Board of Directors should be independent persons. The independent person of the Board can not be: 1. official in the company; 2. shareholder, possessing directly or by related persons 25 per cent or more of the votes in the General Meeting; 3. person related with the company; 4. person in durable commercial relations with the company; 5. member of managing or control body, procurator or official of trade company or any other juridical person according to items 2, 3 and 4; 6. person related with other member of the Board of Directors of the company. Management and representation Article 41.(1). The company shall be managed and represented by the Board of Directors. (2). The Board of Directors shall assign the execution of its resolutions and realization of functions on operative management of the company to two of its members (executive managers). The executive managers may be changed at any time. (3). The Board of Directors shall empower the executive managers according to para 2 to represent the company jointly. Granting of powers may be revoked at any time. (4). The names of the persons according to para 3, empowered to represent the company, shall be entered in the Trade Register and published. (5). Provisionally absent executive manager shall be replaced at the conditions and order, specified in the operative regulations of the Board of Directors.

16 Powers of the Board of Directors Article 42. (1). The Board of Directors of the company shall: 1. pass resolutions on the purchase and sale of real estates; 2. sign, terminate and break contracts with the servicing companies, with the depository bank as well as other contracts with third persons required for company’s activity; 3. control the execution of contracts according to para 2 and represent the company in execution of its rights and liabilities according to these contracts; 4. insure the real estates immediately after their acquisition; 5. nominate persons, complying with the requirements of article 19 of the Act for companies with special investment aim, possessing the required qualification and experience to evaluate real estates in the cases provided by the law; 6. pass resolutions on investment of free means of the company upon observation of the restrictions of article 9, para 2-4. 7. nominate manager by labour contract for connection with investors according to article 116d of the Act for public offering of securities. 8. accepts regulations for its work; 9. pass resolutions on all other matters, referred to company’s activity, except those of exclusive competence of the General Meeting according to the actual legislation and this Statute. (2). The Board of Directors shall declare its resolutions (draft resolution) at the Financial Supervision Board for approval when provided by the actual legislation. Article 43.(1). Within 5 (five) years from entering of the company in the Trade Register of the court, the Board of Directors may raise the company’s capital to 150 000 000 (one hundred and fifty millions) BGN by issue of new shares. (2). In the resolution for capital raising , the Board of Directors shall specify: size and aim of each raising; number and type of new shares and the rights on them; the term and conditions for transfer of right according to paragraph 1, item 3 of the Act for public offering of securities; the term and

17 conditions of registration of new shares; the size of the emission value, term and conditions of its payment; investment mediator assigned with the realization of the subscription; other required conditions. Article 44. Within 5 (five) years term from entering of the company in the Trade Register of the court, the Board of Directors may pass resolutions to issue bonds at total value of the debenture loan up to 150 000 000 (one hundred and fifty millions) BGN. The conditions of the debenture loan shall be specified in the resolution of the Board of Directors upon observation of the actual legislation and the Statute. Quorum and majority Article 45.(1). The Board of Directors may pass resolutions, if more than half of the total number of its members are present personally or represented by other member of the Board. Neither of the present members may represent more than one absent member. (2). Representation according to article 1 shall be by the explicit power of attorney, attested by the Notary, issued for the definite sitting. (3). The resolutions of the Board of Directors shall be passed by a majority of 2/3 of all members having the right to vote according to article 46, para 1, item, 3 of the Statute, except in the cases when the law or statute require a bigger majority for passing of definite resolutions. (4). The resolutions according to article 42, para 1, items 1, 2, 5, 6, 7 and 8 and article 43 and 44 shall be passed by a majority of 80 per cent of all members of the Board of Directors with voting right according to article 46 para 1 item 3 of the statute. (5). The Board of Directors may pass resolutions without attendance if all members have declared their agreement on the resolution in writing. Due care and loyalty. Avoiding of interest conflicts Article 46.(1). The members of the Board of Directors shall be obliged to execute their functions with the care of good trader, to be loyal to the company and to act in the best interest of its shareholders, incl.: 1. to execute their obligations with their inherent professional skill, diligence and responsibility and by a mode, reasonably considered to be in the interest of all shareholders of the company, using only information, reasonably considered to be reliable, complete and in time;

18 2. to prefer the interest of the company and the investors in the company before their own interest and not to use facts and circumstances, known during execution of their official and professional obligations in favour of themselves or other persons on the account of the company and shareholders. 3. to avoid direct or indirect conflicts between their interest and the interest of the company and if such conflicts should arise – to reveal them in time and in total and not to participate as well as not to influence the other members of the Board in passing resolutions in these cases; 4. to disseminate no information on the discussions and resolutions of the sittings of the Board of Directors as well as any other non-public information of the company, incl. after being no members of the Board of Directors till the public notification of the relevant circumstances by the company. (2). The regulations of para 1 shall be applied also for physical persons, representing juridical persons – members of the Board of Directors. Procedure regulations of the Board of Directors Article 47.(1). The Board of Directors of the company shall accept the regulations for their procedure and shall nominate Chairman and Vice-Chairman from its members. The nominated persons shall change each other each six months as Chairman and Vice-Chairman. (2). The Board of Directors shall convene on regular sittings once monthly at least ore on extraordinary sittings summoned by the Chairman. (3). Each member of the Board of Directors may request the Chairman to summon sitting for discussions of separate issues. In this case the Chairman shall be obliged to summon a sitting, sending notification to the Board members within 3-days term prior to the sitting if the sitting is not summoned in a shorter term with regards to emergency of the issue. (4). The notification to summon the sitting shall indicate obligatory the place, date, hour of the sitting and the proposed agenda. (5). Notification to summon the sitting is not obligatory for members of the Board of Directors, already informed on the previous sitting about the place, date, hour and agenda of the next sitting. Non-present members shall be notified according to para 3 and 4.

19 (6). Each member of the Board of Directors may require from the Chairman or the other members of the Board the necessary materials, referring issues to be discussed on the forthcoming sitting. Minutes Article 48.(1). Minutes on the resolutions of the Board of Directors shall be kept, and shall be signed by all members present on the sitting. (2). The minutes shall be kept and stored by the manager for relations with investors. Guarantees for management and responsibility Article 49.(1). The members of the Board of Directors obligatory shall give monetary guarantee for their management to the amount, specified by the General Meeting, but not less than their 3-months gross remuneration, within 7days term from their nomination. Article 116c, para 2-6 of the Act for public offering of securities shall be applied for deposition, release and consequences of non-deposition of the guarantee. (2). The members of the Board of Directors shall be responsible jointly for the damages caused to the company. (3). Each member of the Board of Directors may be released from responsibility if it is found that he is not guilty for the resulting damages. The General Meeting may release from responsibility a member of the Board of Directors on a regular annual meeting if there are annual and/or intermediate financial reports for the period during which the member of the Board of Directors is released from responsibility, duly attested by certified auditor. Regulations for determination of remunerations of the members of the Board of Directors Article 50.(1). The monthly remuneration of the members of the Board of Directors shall not exceed 5 (five) times the size of the minimum working salary for the country. It shall be paid up each month in cash or to a bank account on the first working day of the month, following the month for which it is due. (2). Except the monthly remuneration according to para 1, the Chairman and the Vice-Chairman of the Board of Directors as well as both Executive Managers shall receive an extra remuneration (tantiemmes) amounting in total not more than 0.5 (zero five tenths) per cent of the annual mean value of the balance assets of the company. The remunerations shall be paid into bank account within five working days prior to the date of audited annual balance she et of the company.

20 (3). The General Meeting shall fix the definite size of the remunerations according to para 1 and 2 upon observation of the regulations of article 55 of the statute. Chapter VII SERVICING COMPANIES AND DEPOSITORY BANK Activity of the servicing companies Article 51.(1). The company can not carry out directly its activities on commissioning, maintenance and management of the acquired real estates. It shall entitle one or several commercial companies (servicing companies) for realization of these activities. (2). The company shall entitle the servicing companies with the execution of some other activities according the legal requirements. (3). The rights and obligations of the servicing companies shall be defined in the special contracts according to the entitled activities and in accordance with the law and this statute. Requirements to the servicing companies Article 52. The servicing companies should comply with the following conditions: 1. to be commercial companies with a good name; 2. To be not in procedure of bankrupt pr liquidation; 3. to have organization, financial and material-technical resources, program software as well as sufficient staff with qualification and experience, necessary for execution of the activities assigned according to article 51. Regulations for determination of remuneration of the servicing companies Article 53. The size of remuneration of the servicing companies should be substantiated with regards to the character and volume of the assigned work as well as the market conditions in this country. The size of the remuneration shall be determined and changed upon observation of the regulation of article 55 of the statute.

21 Depository bank Article 54.(1). The depository bank shall keep the monetary means and securities of the company. The dematerialized shares, possessed by the company, shall be entered in the register of the Central Depository or other depository institution to the sub-account of the depository bank. (2). The depository bank shall effect all payments on the account of the company, observing their compliance with the law, statute and prospectus of the company. (3). The depository bank should comply with the requirements of article 173 of the Act for public offering of securities. (4). The relations between the company and the depository bank shall be settled by a contract for depository services, signed by the Board of Directors of the company. The depository bank shall execute its contractual responsibilities in the best interest of the company. Chapter VIII MAXIMUM SIZE OF EXPENDITURES FOR COMPANY MANAGEMENT Article 55. The maximum size of all expenditures for management and servicing the company, incl. the costs for remunerations of the members of the Board of Directors of the company, of the servicing companies, of the certified auditor, the evaluators and the depository bank, shall not exceed 15 (fifteen) per cent of the annual mean value of the balance assets of the company. Chapter IX ANNUAL SETTLEMENT OF ACCOUNTS. DISCLOSURE OF INFORMATION Documents on annual settlement of accounts Article 56.(1). Till the end of February each year, the Board of Directors shall prepare financial (accounting) report and report for the activity for the past year and shall present it to the certified auditors nominated by the General Meeting. (2). When the General Meeting has not nominated certified auditor(s) till expiration of the calendar year, they shall be nominated by the court upon request of the Board of Directors or a separate member.

22 Report on the activity Article 57.(1). After presentation of the report of the certified auditor(s), the Board of Directors shall present financial report, report on the activity of the auditor’s report to the General Meeting. (2). The report shall describe activity procedures and the status of the company and shall clarify the annual financial report. Periodical and current disclosure of information Article 58.(1) The annual financial report of the company, checked by the certified auditor and accepted by the General Meeting, shall be presented to the Trade Register and notification about it shall be published in the State gazette. The report shall be published and submitted to empowered bodies and organizations according to the legal requirements. (2). The company shall present the annual and trimester report with the content and within the term, specified in the Act for companies with special investment aim and the Act for public offering of securities and the acts on their implementation to the Financial Supervision Board and the regulated market for trade of securities. The company shall publish communication for the reports submitted to the Financial Supervision Board and for the location, mode and time to become familiar with them at least in one central daily magazine within 7-days term after their presentation. (3). The company shall disclose currently the information which may affect directly or indirectly the price of its securities, traded on the regulated market, at the conditions, order and terms provided in t he Act for public offering of securities and the acts of its application. Chapter X DISTRIBUTION OF PROFIT Article 59.(1). Dividends shall be paid if according to the audited and accepted financial report for the relevant year, the net value of the estate, reduced by the dividends subject to payment, shall not be less than the sum of company’s capital, the Reserve fund and the other funds, which the company is obliged to form by law and the statute. (2). In the sense of para 1, the net value of the estate is the difference between the value of the rights and liabilities of the company according to its balance sheet.

23 (3). Payments according to para 1 shall be effected up to the amount of the profit for the relevant year, undistributed profit for the past years, the part of the Reserve fund and the other funds of the company, exceeding the minimum defined by the law or the statute, reduced by uncovered losses from preceding years and the depreciations for the Reserve fund and the other funds, which the company is obliged to form by law and the statute. (4). The company shall distribute obligatory at least 90 per cent of its profit for the fiscal year as a dividend. (5). Dividends shall be paid to the shareholders within 6 (six) months from the end of the relevant fiscal year. (6). When reckoning the dividends, the company shall deduct the tax according to the requirements of article 34 para 1 of the Act for corporative income taxation and article 10 para 3 of the Act for companies with special investment aim. ADDITIONAL AND FINAL PROVISIONS §1. For all matters which are not settled explicitly in this statute, shall be applied the provisions of the Act for companies with special investment aim, the Act for public offering of securities (after granting of license by the Financial Supervision Board and conformation of the prospectus for initial public offering of securities), the Trade Act and the relevant by-law normative acts. §2. In case of discrepancy between the regulations of the statute and a normative act, the latter shall be applied without necessity to amend the statute if not provided explicitly in the normative act. §3. The present Statute is accepted on the incorporation meeting of “TBIBAC- Real Estate Investment Trust” Plc held on 08.09.2003 in the city of Sofia.

Incorporators: BULSTRAD Insurance and Re-insurance Company: Balkan Consulting Company Ltd. TBI-Invest Plc: Sworn translator: I.Stoilova

24 TRUE WITH ORIGINAL:

Alex Bebov Head of Board of Directors TBI-BA REIT