BWP GROUP — Capital/Financing Update 2011

Feb 16, 2011

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

BUNNINGS WAREHOUSE PROPERTY TRUST

ABN

088 581 097

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully paid ordinary units be issued 2 Number of[+] securities issued or Up to approximately 88,231,952 units in to be issued (if known) or the Trust ( Units ) pursuant to the maximum number which may be Entitlement Offer. issued The exact breakdown of Units to be issued under the Entitlement Offer under the: • Institutional Entitlement Offer; and • Retail Entitlement Offer, is still to be finalised and is subject to the reconciliation of unitholder entitlements.

3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Same terms as existing ordinary units.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates	Yes
	$1.70 per ordinary unit
	The net proceeds of the Entitlement Offer will be used for the acquisition, subject to unitholder approval, of 13 Bunnings Warehouse properties from Bunnings Group Limited or a wholly owned subsidiary. Further details of the acquisition can be found in the Notice of Meeting and Explanatory Memorandum expected to be sent to unitholders on or before 28 February 2011. If unitholder approval is not obtained then the proceeds will be used to repay debt and be held on deposit for future capital expenditure and acquisition opportunities.
	Monday, 7 March 2011 under the Institutional Entitlement Offer and Retail Entitlement Offer (early close) and Thursday, 24 March 2011 under the Retail Entitlement Offer(finalclose).

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	After the Entitlement Offer there will be approximately 515,274,598 Units on issue (excluding units to be issued under the Trust’s distribution reinvestment plan as announced on 20 January 2011). The exact number is still to be finalised and is subject to rounding of unitholder entitlements.	Ordinary units
	Number	+Class
	Nil	N/A
	The Units will be entitled to all distributions on fully paid ordinary units after the date of allotment.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	No
	Non-renounceable
	1 fully paid ordinary unit for every 4.84 existing unitsheld ontherecord date.
	Fully paid ordinary units.

• See chapter 19 for defined terms.

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15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	4.00pm WAST Tuesday, 22 February 2011
	No
	Where fractions arise in the calculation of unitholders’ entitlements under the Entitlement Offer they will be rounded up to thenextwholenumberofUnits.
	For the Institutional Entitlement Offer, all countries except Australia, New Zealand, Singapore, Hong Kong, United Kingdom, Switzerland, France, Ireland, Germany, Netherlands, Norway and United Arab Emirates. For the Retail Entitlement Offer, all countries except Australia and New Zealand.
	For the Institutional Entitlement Offer – 8.00am WAST Friday, 18 February 2011. For the Retail Entitlement Offer (early close) – 5.00pm WAST Thursday, 3 March 2011. For the Retail Entitlement Offer (final close) – 5.00pm WAST Wednesday, 16 March2011.
	UBS AG, Australia Branch
	2.50% of the Entitlement Offer proceeds less proceeds received from Wesfarmers InvestmentsPtyLtd.
	N/A
	N/A

• See chapter 19 for defined terms.

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24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	No product disclosure statement is being produced. The Retail Entitlement Offer documents will be sent to Eligible Unitholders on or before Friday, 25 February2011.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Refer to item 7 of this Appendix 3B.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

• 42

Number +Class Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• See chapter 19 for defined terms.

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• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 17 February 2011 (Company secretary)

Print name: Karen Lange

== == == == ==

• See chapter 19 for defined terms.

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