AMP LIMITED — Capital/Financing Update 2012

Oct 24, 2012

25 October 2012

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Westfield Group

The Manager Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Level 30 85 Castlereagh Street Sydney NSW 2000 GPO Box 4004 Sydney NSW 2001 Australia Telephone 02 9358 7000 Facsimile 02 9358 7077 Internet www.westfield.com

Dear Sir/Madam

WESTFIELD GROUP (ASX:WDC) WESTFIELD GROUP, WESTFIELD RETAIL TRUST AND AMP CAPITAL RESTRUCTURE OWNERSHIP INTERESTS IN PORTFOLIO OF SEVEN AUSTRALIAN CENTRES

Please find attached a media release in relation to the capital restructure of ownership interests in the portfolio of seven Australian centres.

Yours faithfully

WESTFIELD GROUP

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Simon Tuxen Company Secretary

Encl.

Westfield Holdings Limited ABN 66 001 671 496

Westfield Management Limited ABN 41 001 670 579 AFS Licence 230329 as responsible entity of Westfield Trust ABN 55 191 750 378 ARSN 090 849 746 Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324 as responsible entity of Westfield America Trust ABN 27 374 714 905 ARSN 092 058 449

25 October 2012

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WESTFIELD GROUP, WESTFIELD RETAIL TRUST AND AMP CAPITAL RESTRUCTURE OWNERSHIP INTERESTS IN PORTFOLIO OF SEVEN AUSTRALIAN CENTRES

The Westfield Group (ASX:WDC) today announced a transaction with AMP Capital (AMPC) and Westfield Retail Trust (ASX:WRT) that restructures the ownership interests in a portfolio of seven Australian shopping centres with a combined gross value of $5.8 billion.

“I am pleased that we have been able to complete this complex transaction that realigns the ownership and management of these centres and achieves the objectives of all parties,” WDC Co-CEO Mr. Steven Lowy AM said.

“Our relationship with AMP spans over 50 years and has included joint venture ownership of many assets as well as the provision of development, design, construction and property management services.

“This transaction is a further evolution of our partnership with AMP, which we expect to continue for many years to come.”

Under the transaction, WDC will: -

• Acquire from AMPC managed funds for $344 million a: -

• 10% interest Knox (Melbourne);

• 12.5% interest in Mt Gravatt (Brisbane);

• 12.5% interest in Warringah (Sydney)

• Sell to AMPC managed funds for $547 million a: -

• 22% interest in Pacific Fair (Gold Coast);

• 12.5% Interest in Booragoon (Perth);

• 27.5% interest in Macquarie (Sydney)

In aggregate, the transaction is in line with book value and results in WDC receiving net proceeds of approximately $200 million.

WDC will remain joint venture partners with AMPC and WRT in four assets with a gross value of $4.0 billion including Southland (Melbourne), Tea Tree (Adelaide), Liverpool (Sydney) and Warringah.

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Post the transaction, WDC will own a 50% interest in Mt Gravatt in joint venture with WRT (50%), a 25% interest in Warringah in joint venture with AMPC (50%) and WRT (25%), and a 25% interest in Knox in joint venture with State Super (50%) and WRT (25%).

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“Both Warringah and Knox are in the top 10 centres in Australia with annual retail sales in excess of $700 million and both centres have exciting redevelopment potential,” said Mr Lowy.

WDC will separately pay AMPC $15 million and be appointed to the property management and development roles at Warringah and Knox. In addition WDC will be appointed to the property management and development role at Casey, a neighbourhood centre in Melbourne which has approval for a 22,000 sqm development. The Group retains its 50% interest in Casey, held since 2006.

WDC will no longer have an ownership interest in Pacific Fair, Booragoon and Macquarie, however will be appointed by AMPC to the design and construction roles at these centres. The $390 million redevelopment of Macquarie will now commence and WDC will work with AMPC on the future major expansions at both Pacific Fair and Booragoon.

The transaction is expected to have a neutral impact to WDC earnings for 2012.

ENDS

The Westfield Group (ASX Code: WDC) is an internally managed, vertically integrated, shopping centre group undertaking ownership, development, design, construction, funds/asset management, property management, leasing and marketing activities and employing over 4,000 staff worldwide. The Westfield Group has interests in and operates one of the world's largest shopping centre portfolios with investment interests in 105 shopping centres across Australia, the United States, the United Kingdom, New Zealand and Brazil, encompassing around 22,800 retail outlets and total assets under management of A$62.9bn.

This release contains forward-looking statements, including statements regarding future earnings and distributions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause actual results to differ materially from those expressed in the statements contained in this release. You should not place undue reliance on these forward-looking statements. These forward-looking statements are based on information available to us as of the date of this presentation. Except as required by law or regulation (including the ASX Listing Rules) we undertake no obligation to update these forward-looking statements.

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WDC, WRT and AMP Joint Venture

	Ownership prior to transaction	Ownership post transaction	Property and Asset Management
Centre Location Gross Lettable Area(sqm) Total Annual Sales($m)***	WDC WRT AMPC	WDC WRT AMPC	Prior to transaction Post transaction
Booragoon Perth 71,714 584.8 Knox Melbourne 142,654 710.8 Liverpool Sydney 84,182 459.4 Macquarie Sydney 97,704 497.4 Mt Gravatt Brisbane 98,960 566.5 Pacific Fair Gold Coast 104,472 462.2 Southland Melbourne 130,333 790.3 Tea Tree * Adelaide 93,619 472.1 Warringah Sydney 125,134 716.1	12.5% 12.5% 75.0% 15.0% 15.0% 20.0% 25.0% 25.0% 50.0% 27.5% 27.5% 45.0% 37.5% 37.5% 25.0% 22.0% 22.0% 56.0% 25.0% 25.0% 50.0% 31.3% 18.8% 50.0% 12.5% 12.5% 75.0%	- - 100.0% 25.0% 25.0% - 25.0% 25.0% 50.0% - - 100.0% 50.0% 50.0% - - - 100.0% 25.0% 25.0% 50.0% 31.3% 18.8% 50.0% 25.0% 25.0% 50.0%	AMP AMP AMP WDC WDC WDC AMP AMP WDC WDC AMP AMP WDC WDC WDC WDC AMP WDC

• Knox is owned in joint venture with State Super (50%)

• ** No change in ownership interest

• *** as at 30 June 2012

westfield.com

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Westfield Holdings Limited ABN 66 001 671 496 Westfield Management Limited ABN 41 001 670 579 AFS Licence 230329 as responsible entity for Westfield Trust ABN 55 191 750 378 ARSN 090 849 746

Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324 as responsible entity for Westfield America Trust ABN 27 374 714 905 ARSN 092 058 449 For further information please contact Julia Clarke on +61 2 9358 7426