CEDAR WOODS PROPERTIES LIMITED — Capital/Financing Update 2011

Feb 2, 2011

MEDIA RELEASE

3[rd] February 2011

BONUS SHARE PLAN

Cedar Woods Properties Limited is pleased to announce that it is introducing a bonus share plan (BSP).

Cedar Woods Properties Limited ASX Code: CWP

Summary:

CWP to introduce a bonus share plan (BSP).

The BSP will run in tandem with the DRP.

BSP offers an additional choice to shareholders as to how to receive distributions.

BSP expected to be available for the interim dividend.

The BSP is a capital management initiative that will offer shareholders an additional choice as to how to receive distributions and may improve the liquidity in the company’s shares.

The BSP will provide shareholders with the opportunity to elect not to receive dividends in respect of either some or all of their CWP shares but to receive instead additional fully paid shares, issued as bonus shares, to the equivalent value of the dividend foregone. Bonus shares will be issued at a discount according to the plan rules.

CWP understands for Australian residents such shares should not, in general, be subject to either Australian income tax or dividend withholding tax. Such shares will also not be treated as “franked dividends” to which “franking credits” attach for the purpose of the dividend imputation system. The BSP is expected to appeal to shareholders who wish to accumulate more CWP shares and who would prefer the applicable tax treatment under the capital gains tax provisions, as opposed to the dividend imputation tax regime that applies when receiving dividends. Shareholders will need to consider whether their individual tax circumstances warrant electing to receive shares under the BSP.

The BSP will be run in tandem with the company’s dividend reinvestment plan (DRP), which remains unchanged.

The BSP is expected to apply for the forthcoming interim dividend and in order to participate in the BSP shareholders will need to return election forms to the share registry by 18 February 2011 which is the BSP record date. Bonus shares will be issued under the plan on 29 April 2011.

The company will advise the market well in advance of future record dates to apply under the BSP and the DRP, which will differ for each dividend.

The company has received a class ruling from the Australian Tax Office concerning the taxation treatment of the bonus shares and a copy of this is available, together with the plan rules on the company website.

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Attached to this announcement is a copy of the rules for the BSP and this will today be mailed to shareholders together with an election form.

Shareholders who decide to take no action will continue to receive their dividends in accordance with their existing instructions.

For further information please contact:

Paul Freedman

Chief Financial Officer

CEDAR WOODS PROPERTIES LIMITED

08 9480 1500

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BONUS SHARE PLAN BOOKLET

CONTENTS

Features 1 Frequently Asked Questions and Answers 2 - 3 Rules of the Bonus Share Plan (BSP) 4 - 11 Definitions 12 - 13

Important Note:

This is an important document.

If you have any doubts as to what you should do, please consult your stockbroker, accountant or other professional adviser.

If you have any questions in relation to the Bonus Share Plan after reading this booklet, please contact the Share Registry in Perth:

Computer Share Registry Level 2 Reserve Bank Building 45 St George’s Tce PERTH WA 6000 Tel: (08) 9323 2000 Fax: (08) 9323 2033

Alternatively, you can email the company at email@cedarwoods.com.au.

i

Features

• ~~A simple and convenient way of automatically receiving additional CWP shares as an alternative to receiving di~~ vidends.

• ~~• Shares allocated under the BSP rank equally with existing ordinary shares. • You do not have to appoint a stockbroker or pay fees, brokerage, goods and services tax or~~ other transaction costs ~~for shares allocated under the BSP.~~

• ~~• Participation is voluntary. You can choose to elect all, part or none of your dividend in the BSP.~~

• ~~You can choose to have less than your full shareholding participating in the BSP, provided you specify the mini~~ mum ~~number of shares per registered holding for participation. If you choose partial participation, you will receive a dividend cheque or direct credit or DRP statement for the portion of your shares not participating in the BSP.~~

• ~~• You can join, withdraw or vary your participation in the BSP at any time. However, if you are making or chang~~ ing ~~your decision close to the announcement of CWP’s annual or half-yearly results, make sure you have returned your completed and signed BSP application or variation form to the Share Registry before 5pm on the BSP reco~~ rd ~~date which will normally be the day prior to any dividend announcement. If your form is not received in time, i~~ t will ~~not be processed until after the dividend has been paid. Your instruction will then only apply to the next and subsequent dividends.~~

• BSP statements are sent to s ~~h~~ are ~~h~~ o ~~ld~~ ers s ~~h~~ ort ~~l~~ y a ~~f~~ ter t ~~h~~ e payment ~~d~~ ate o ~~f~~ eac ~~h d~~ ivi ~~d~~ en ~~d~~ . Detai ~~l~~ s o ~~f~~ t ~~h~~ e ca ~~l~~ cu ~~l~~ ation ~~and your participation are provided. You should retain this statement for tax purposes.~~

~~1~~

Frequent ~~l~~ y As ~~k~~ e ~~d~~ Questions an ~~d~~ Answers

~~1. How do I participate in the BSP?~~

~~Participation in the BSP is entirely voluntary. Contact our Share Registry to request a BSP application or variation form.~~

~~2. Who is eligible to participate in the BSP?~~

~~CWP ordinary shareholders who:~~

• ~~have a registered holding at each dividend record date; and~~

• ~~have a registered address in Australia or New Zealand~~

~~are eligible to participate in the BSP.~~

~~For legal and practical reasons, shareholders with registered addresses outside Australia and New Zealand cannot participate in the BSP.~~

~~Please see the CWP BSP Rules in this booklet for further information about eligibility.~~

~~3. How is the issue price calculated?~~

T ~~h~~ e issue price is ~~b~~ ase ~~d~~ on a weig ~~h~~ te ~~d~~ average mar ~~k~~ et price o ~~f~~ s ~~h~~ ares ca ~~l~~ cu ~~l~~ ate ~~d d~~ uring a set pricing perio ~~d~~ . T ~~h~~ e pricing perio ~~d for BSP shares will be the fve trading days immediately preceding and inclusive of the dividend record date and the fve trading days immediately following the dividend record date . The issue price will be rounded either up or down to the nearest cent (0.5 cent to be rounded down).~~

~~4. Do all my shares have to participate in the BSP?~~

You can c ~~h~~ oose to ~~h~~ ave ~~l~~ ess t ~~h~~ an your ~~f~~ u ~~ll~~ s ~~h~~ are ~~h~~ o ~~ld~~ ing participating in t ~~h~~ e BSP, provi ~~d~~ e ~~d~~ you speci ~~f~~ y t ~~h~~ e num ~~b~~ er o ~~f~~ s ~~h~~ ares per ~~registered holding for participation (partial participation). If you choose partial participation, you will receive a dividend cheque or direct credit or DRP statement for the portion of your shares not participating in the BSP.~~

~~5. Is there a minimum or maximum participation level?~~

~~To participate in the BSP, you must specify a number of shares per registered holding prior to the dividend announcement date. CWP has the discretion to introduce a minimum and maximum participation level.~~

~~6. How many shares will I receive?~~

~~The number of BSP shares you receive will be calculated by multiplying the number of participating shares you hold at the dividend record date by the relevant dividend, deducting any withholding tax (if applicable) and then dividing this amount by the issue price. The calculation will be rounded either up or down to the nearest whole number of shares.~~

~~7. How will I know how many shares I receive under the BSP?~~

~~All participants in the BSP will be sent a statement shortly after the dividend payment date. This statement will include:~~

• ~~the number of participating shares you held in your registered holding at the dividend record date;~~

• ~~• the dividend foregone calculation (including withholding tax deductions, if applicable); and~~

• ~~the number of BSP shares issued to your registered holding.~~

I ~~f~~ you are a partia ~~l~~ participant, you wi ~~ll~~ a ~~l~~ so receive your c ~~h~~ eque or ~~d~~ irect cre ~~d~~ it payment a ~~d~~ vice or DRP statement in t ~~h~~ e same ~~envelope.~~

~~2~~

8. How wi ~~ll~~ my BSP s ~~h~~ ares ~~b~~ e treate ~~d f~~ or t ~~h~~ e su ~~b~~ sequent ~~d~~ ivi ~~d~~ en ~~d~~ payments?

~~If you choose to participate fully in the BSP, all shares held by you in the relevant registered holding at each dividen~~ d record ~~date will be treated as participating in the BSP (participating shares), including any previously acquired BSP shares~~ or other ~~shares. If you choose partial participation, only the number of shares you have specifed in the relevant registered ho~~ lding will ~~be participating shares. Any change to BSP partial participation share numbers must be completed by any BSP record~~ date.

~~9. What if I have more than one CWP shareholding?~~

~~You will need to complete a separate BSP application or variation form for each of your shareholdings. To make~~ it easier ~~to manage your shareholdings, you may want to combine your shareholdings. Please contact the Share Registry~~ for more ~~information.~~

~~10. What will happen if I combine my separate shareholdings?~~

~~If you decide to combine your holdings for instance, by converting your issuer sponsored holding to your CHESS holding~~ (or vice ~~versa), your participation in the BSP may be affected by the conversion of your holdings. You should contact the Share~~ Registry ~~to ensure the appropriate BSP election continues to be applied.~~

~~11. Can the BSP be changed or terminated?~~

~~CWP may vary the Rules or suspend or terminate the BSP at any time. If this occurs, CWP will make a public announcem~~ ent and

in ~~f~~ ormation wi ~~ll b~~ e avai ~~l~~ a ~~bl~~ e at www.ce ~~d~~ arwoo ~~d~~ s.com.au

~~12. How do I change my BSP participation?~~

~~You can change your participation or withdraw from the BSP by contacting the Share Registry to request a BSP appli~~ cation or ~~variation form and then completing it and sending it to the Share Registry.~~

~~Your BSP application or variation form must be received, by the Share Registry, before 5pm on the BSP record date, to~~ be active ~~for the next dividend.~~

~~13. Can I sell my BSP shares?~~

~~Shares acquired through the BSP can be sold at any time after allocation by CWP and quotation on the Australian S~~ ecurities ~~Exchange. If you sell all of your shares between a dividend ex date and dividend payment date,~~ your ~~d~~ ivi ~~d~~ en ~~d~~ payment in ~~respect of participating shares will still be used to acquire shares through the BSP. However, if you sell all of your shar~~ es before ~~the dividend ex date, you will not receive shares under the BSP or any other payment on the dividend payment date.~~

~~14. What is the taxation treatment?~~

~~CWP cannot advise on the taxation implications of participating in the BSP. If you have any questions regarding the~~ taxation ~~implications, please consult your stockbroker, accountant or other professional adviser. The BSP provides for shareholder~~ s to elect ~~not to receive a dividend in respect of all or some of their CWP shares but to receive instead additional fully paid shares~~ issued as ~~bonus shares to the equivalent value of the dividend forgone. CWP understands for Australian residents that shares issu~~ ed under ~~the BSP should not be dividends for the purpose of the Australian dividend imputation system and therefore such share~~ s should ~~not, in general, be subject to Australian income tax or dividend withholding tax. Such shares will also not be treated as~~ “franked ~~dividends~~ ” ~~to which~~ “ ~~franking credits~~ ” ~~attach for the purpose of the dividend imputation system.~~

~~A copy of an Australian Tax Offce class ruling for the BSP is available on the CWP website.~~

~~3~~

Ru ~~l~~ es o ~~f~~ t ~~h~~ e Bonus S ~~h~~ are P ~~l~~ an (BSP)

~~See Defnitions at the end for meanings of specifc words and expressions used in these Rules.~~

~~1.~~	~~Eligibility and Participation~~
~~1.1~~	~~Participation in the BSP is limited to the eligible holdings of eligible shareholders. Subject to Rule 1.5, an eligib~~le ~~holding is a registered holding in CWP’s Share Register as at the relevant dividend record date that contains~~at least ~~the minimum holding.~~
~~1.2~~	~~Subject to Rules 1.5 and 1.8, an eligible shareholder is aperson who at the relevant dividend record date wa~~s
	~~recorded in CWP~~’~~s Share Register as having an address in either Australia or New Zealand.~~
~~1.3~~	~~Participation in the BSP:~~
	~~a)~~ ~~is optional and voluntary;~~
	~~b)~~ ~~is not transferable; and~~ ~~c)~~ ~~may be varied or terminated at any time as set out in Part 10.~~
~~1.4~~	~~To apply toparticipate in the BSP, eligible shareholders must complete, sign and lodge with the Share Registry~~a BSP app~~l~~ication or variation~~f~~orm~~f~~or eac~~h~~o~~f~~t~~h~~eir e~~l~~igi~~bl~~e~~h~~o~~ld~~ings in accor~~d~~ance wit~~h~~t~~h~~ese Ru~~l~~es an~~d~~t~~h~~e instructions ~~on the BSP application or variation form. However:~~
	~~a)~~ ~~CWP may accept written applications for participation in the BSP which are not in the form of a BSP~~ ~~application or variation form if CWP decides that the instructions are clear. Such written instruction, if~~ ~~acceptable to CWP, will be deemed to be a BSP application or variation form for the purposeof these R~~ules; and ~~b)~~ ~~CWP may allow BSP application or variation forms to be lodged electronically, either through CWP’s~~
	we~~b~~site or t~~h~~at o~~f~~an aut~~h~~orise~~d~~t~~h~~ir~~d~~party. T~~h~~e avai~~l~~a~~b~~i~~l~~ity o~~f~~any suc~~h~~ ~~f~~aci~~l~~ity wi~~ll~~ ~~b~~e re~~f~~erre~~d~~to on ~~CWP’s website and announced to the ASX. Any BSP application or variation forms so lodged must~~ ~~comply with the applicable terms and conditions of the facility.~~
~~1.5~~	~~CWP may determine that a shareholder is not an eligible shareholder or that a holding is not an eligible hold~~ing ~~within the provisions of these Rules. Such a determination will be fnal and binding. In making this determinati~~on, ~~CWP may consider, among other things, whether a shareholder obtained any necessary approvals to enable~~that
	~~shareholder to participate in the BSP in the jurisdiction in which that shareholder resides.~~
~~1.6~~	~~If an eligible shareholder has more than one eligible holding of shares and wishes to participate in the BSP w~~ith ~~respect to one or more such holding, a BSP application or variation form must be lodged with respect to each~~ ~~separate shareholding. For the purpose of determining whether a shareholder has an eligible holding:~~
	~~a)~~ ~~the holders of ajoint or several holding will be considered as one holder and if they are entitled to BS~~P
	~~shares because of that holding, the BSP shares will not be paid to them separately; and~~ ~~b)~~ ~~the number of shares in different holdings will not be aggregated.~~
~~1.7~~	~~If shares are jointly or severally held by two or more eligible shareholders, all joint or several holders of such s~~hares ~~must sign a single BSP application or variation form for it to be valid. If one or more of the joint or several~~
	~~holders of the shares is not an eligible shareholder, none of the joint or several holders can apply to participa~~te in the ~~BSP with respect to the sharesjointly or severally held.~~

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1.8	CWP may re~~f~~use to accept a BSP app~~l~~ication or variation~~f~~orm an~~d~~may suspen~~d~~or wit~~hd~~raw s~~h~~ares~~f~~rom ~~participation in the BSP if it considers that theparticipation of those shares might lead to:~~
	~~a)~~ ~~foreign persons or associates of foreign persons acquiring a signifcant interest or an aggregate signif~~cant ~~interest in CWP for the purposes of the foreign takeovers legislation; or~~
	~~b)~~ ~~an unacceptable shareholding for the purposes of the Financial Sector (Shareholdings) Act 1998.~~
~~2.~~	~~Participation~~
~~2.1~~	~~An eligible shareholder with an eligible holding who wishes to participate in the BSP must elect on the BSP app~~lication
	~~or variation form the degree to which the shareholder wishes to~~	~~participate in the BSP with respect to that holdi~~ng.
~~2.2~~	~~The degree of participation that an eligible shareholder may elect is either:~~
	~~a)~~ ~~Full Participation- for all of the participant’s shares in the eligible holding from time to time- see Rule~~2.4 ~~and Part 3; or 2.6 and Part 3.~~ ~~b)~~ ~~Partial Participation- for a specifc number of shares in the eligible holding nominated by the participa~~nt –
	~~see Rules 2.5,~~
~~2.3~~	~~Signed and otherwise complete BSP application or variation forms received by CWP under which the degree o~~f ~~participation in the BSP of an eligible holding of an eligible shareholder is unclear will without further notice to~~the re~~l~~evant e~~l~~igi~~bl~~e s~~h~~are~~h~~o~~ld~~er~~b~~e~~d~~eeme~~d~~to~~b~~e an e~~l~~ection o~~f~~ ~~f~~u~~ll~~participation.T~~h~~is inc~~l~~u~~d~~es:
	~~a)~~ ~~electing partial participation without specifying the number of participating shares;~~
	~~b)~~ ~~signing the BSP application or variation form but not electing full participation or partial participation;~~or
	~~c)~~ ~~electing both fullparticipation andpartialparticipation.~~
	~~This Rule does not limit Parts 4 and 5.~~
~~2.4~~	~~Subject to Rule 3.2, if aparticipant has elected fullparticipation~~	~~for a holding of shares, all of that shareholdin~~g from
	~~time to time will be participating shares. This means that all shares acquired by that participant that are added~~to that ~~holding (including any BSP shares issued to the participant) will be designated participating shares, subject to:~~
	~~a)~~ ~~the SCH Business Rules;~~ ~~b)~~ ~~any subsequent disposals of shares;~~
	~~c)~~ ~~any changes to that participant~~’~~s BSP election; and~~ ~~d)~~ ~~any minimum or maximum limit onparticipating shares that may be set by CWP from time to time.~~
~~2.5~~	~~If a participant has elected partial participation for a holding of shares, the number of participating shares will~~ ~~remain at that specifed by the participant on its BSP application or variation form and will not increase,irrespe~~ctive of
	~~whether the participant subsequently acquires additional shares~~	~~(including any BSP shares issued to the particip~~ant).
~~2.6~~	~~If a participant who has elected partial participation holds in their shareholding, at any dividend record date, f~~ewer ~~shares than the number ofparticipating shares, then theparticipant will receive a cash dividend in respect of th~~at ~~shareholding.~~
~~2.7~~	~~If a shareholder has elected participation in the BSP for a number that is less than the minimum holding or hold~~s at
	~~any dividend record date less than the minimum holding, the participant will receive a cash dividend in respect~~of that
	~~shareholding.~~

~~5~~

1. Minimum an ~~d~~ Maximum Participation

~~3.1~~ ~~CWP’s Directors may from time to time determine the minimum number of shares required for a shareholding~~to be ~~an eligible holding. CWP may vary this minimum number by noting such variation on CWP’s website and by ~~notice	~~3.1~~ ~~CWP’s Directors may from time to time determine the minimum number of shares required for a shareholding~~to be ~~an eligible holding. CWP may vary this minimum number by noting such variation on CWP’s website and by ~~notice
~~to the ASX.~~
~~3.2~~ ~~CWP may, whether in respect of a particular dividend or as a continuing term of participatio~~n in the BSP, set a ~~maximum number ofparticipating sharesper eligible shareholder.~~
~~3.3~~ ~~To the extent that a BSP application or variation form specifes a number of participating shares in excess of a~~limit ~~set under Rule 3.2 (including by Full Participation where the number of participating shares would exceed that~~limit),
~~for so long as that limit applies:~~
~~a)~~ ~~that limit will be deemed to be the number of participating shares for the purposes of Part 6 and Rule~~8.1;and ~~b)~~ ~~any shares specifed in a BSP application or variation form asparticipating shares in excess of that lim~~it ~~(including by electing full participation where the number of participating shares would exceed that li~~mit) will ~~be deemed to be non-participating shares, and any dividend payable in respect of those shares will b~~e a ~~cash dividend.~~
~~3.4~~ ~~Where a limit is set under Rule 3.2, CWP may waive the limit on the number ofparticipating shares at any tim~~e for ~~any eligible shareholder who holds shares as a trustee or nominee for a number of benefcial owners (who ar~~e ~~also eligible shareholders), provided that:~~
~~•~~ ~~such trustee or nominee will not at any time participate in the BSP on behalf of any single benefcial o~~wner in ~~excess of the limit set under Rule 3.2; and~~ ~~•~~ ~~Rule 3.3 will apply as if each such benefcial owner is the registered shareholder.~~
~~4.~~ ~~Acceptance of Applications~~
~~4.1~~ ~~Subject to Rule 4.3, an eligible shareholder’s participation in the BSP for an eligible holding will commence fr~~om ~~the frst BSP record date following receipt by CWP~~’~~s Share Registry of the eligible shareholder~~’~~s BSP applicatio~~n or ~~variation form for that eligible holding and willcontinue for so long as the BSP application or variation form~~ ~~is effective under Rule 4.2.~~
~~4.2~~ ~~Subject to Rules 1.1, 1.2 and 4.3, a BSP application or variation form submitted in accorda~~nce wit~~h~~Ru~~l~~e 1.4is ~~effective:~~
~~a)~~ ~~from the date the BSP application or variation form is received by the Share Registry;~~ ~~b)~~ ~~in respect of a dividend, only if it is received at the Share Registry’s offce by 5pm on the BSP record~~date;
~~until:~~ ~~i)~~ ~~theparticipant varies or terminates itsparticipation in~~	~~the BSPpursuant to these Rules;~~
~~ii)~~ ~~termination of the BSP;~~ ~~iii)~~ ~~theparticipant ceases to be an eligible shareholder; or~~ ~~iv)~~ ~~the shareholding ceases to be an eligible holding.~~
~~The form will become effective again at such time as the shareholder recommences to be an eligible sharehold~~er,
~~the shareholding recommences to be an eligible holding or upon and from recommencement of the BSP, follow~~ing a ~~suspension.~~
~~4.3~~ ~~CWP may:~~
~~a)~~ ~~accept or refuse a BSP application or variation form which is not properly completed or signed;~~ ~~b)~~ ~~correct any error in, or omission from, a BSP application or variation form, prior to acceptance under~~Rule
~~4.3(a).~~

~~6~~

4.4 CWP wi ~~ll~~ recor ~~d~~ , wit ~~h~~ respect to eac ~~h~~ participant:

~~a)~~	~~the name and address of the participant (being the name and address in CWP’s register of members,~~from ~~time to time); and~~	~~the name and address of the participant (being the name and address in CWP’s register of members,~~from ~~time to time); and~~
~~b)~~	~~the number of participating shares held by the participant from time to time,~~
~~and~~	~~CWP’s records will be conclusive evidence.~~

~~5.~~	~~Signifcance of Applying~~	~~Signifcance of Applying~~
~~5.1~~	~~By applying to participate in the BSP in accordance with Rule 1.4, an applicant:~~
	~~a)~~ ~~b)~~	~~warrants to CWP that the shareholding is an eligible holding (see Rule 1.1) and it is an eligible shareh~~older ~~(see Rule 1.2);~~ ~~authorises CWP (and its Directors, employees or agents) to correct any error in, or omission from, its B~~SP ~~application or variation form;~~
	~~c)~~	~~acknowledges that CWP may at any time irrevocably determine that the applicant’s BSP application o~~r
		~~variation form is valid, in accordance with these Rules, even if the BSP application or variation form is~~
	~~d)~~ ~~e)~~ ~~f)~~	~~incomplete, contains errors or is otherwise defective;~~ ~~acknowledges that CWP may refuse any BSP application or variation form;~~ ~~consents to the establishment of a BSP account on its behalf;~~ ac~~k~~now~~l~~e~~d~~ges t~~h~~at neit~~h~~er C~~W~~P nor t~~h~~e S~~h~~are Registry~~h~~as provi~~d~~e~~d~~t~~h~~e app~~l~~icant wit~~h~~investment, taxation ~~or other advice and that neither has any obligation to provide this advice, concerning participation in~~the
		~~BSP; and~~
	~~g)~~	~~unconditionally agrees to the Rules and agrees not to do any act which would be contrary to the inten~~tion of
		~~the BSP,~~
	~~in each~~	~~case, at all times until termination of the BSP or of the applicant’sparticipation in the BSP.~~

~~6.~~	~~Share Issue~~
~~6.1~~	~~Subject to Rule 6.2 and Part 10, a participant elects to not receive a dividend in respect of all or some of their s~~hares ~~but to instead receive additional fully paid shares issued as bonus shares to the equivalent value of the dividend~~
	~~foregone.~~
~~6.2~~	~~Any portion of a participant’s dividend payment on participating shares which CWP is entitled or required to~~ ~~withhold for any reason will not be available for BSP shares.~~
~~6.3~~	~~A BSP account for each participating shareholding will be established and maintained by CW~~P. Subject to Part 10, ~~for each dividend, CWP will, with respect to eachparticipating shareholding:~~
	~~a)~~ ~~determine the dividend payment with respect to the participating shares;~~
	~~b)~~ ~~credit the amount in paragraph (a) to the BSP account of the participating shareholding. Such paymen~~t into
	~~that account constitutes payment of the dividend on those participating shares;~~
	~~c)~~ ~~determine the number of BSP shares which can be acquired under the BSP by dividing the amount in t~~he BSP
	~~account for the participating shareholding by the issue price and rounding either up or down to the ne~~arest ~~whole number of shares; and~~ ~~d)~~ ~~on behalf of and in the name of the participant, issue the number of BSP shares determined under~~ ~~paragraph (c) and debit the aggregate issue price for those BSP shares against the balance in the BSP~~
	~~account for the participating shareholding.~~

~~7~~

6.4	T~~h~~e issue price per s~~h~~are~~f~~or a particu~~l~~ar~~d~~ivi~~d~~en~~d~~is t~~h~~e weig~~h~~te~~d~~average mar~~k~~et price o~~f~~s~~h~~ares tra~~d~~e~~d~~on ASX ~~over the the fve trading days immediately preceding and inclusive of the dividend record date and the fve tra~~ding
	~~days immediately following the dividend record date rounded either up or down to the nearest cent (0.5 cent t~~o be ~~rounded down) less such discount, if any, as the Directors may determine, rounded either up or down to the ne~~arest ~~cent.~~
~~6.5~~	~~The issueprice and any discount determined by the Directors in respect of this BSP for aparticular dividendpa~~yment
	~~date may differ from the issue price and any discount determined by the Directors in respect~~o~~f~~any other particular ~~dividendpayment date.~~
~~6.6~~	~~The discount for BSP shares allocated on a particular dividend payment date:~~
	~~a)~~	~~may be nil; and~~
	~~b)~~	~~may be varied by announcement on CWP’s website and to the ASX at any time, but any such variatio~~n will
		~~not apply to dividends already announced.~~
~~7.~~	~~Issue or~~	~~Transfer of Shares~~
~~7.1~~	~~All newly issued BSP shares will, from the date of allocation, rank equally in all respects with existing shares a~~nd will ~~participate in all dividends subsequently declared.~~
7.2	BSP s~~h~~ares wi~~ll~~ ~~b~~e registere~~d~~on t~~h~~e s~~h~~are register on w~~h~~ic~~h~~t~~h~~e participant a~~l~~rea~~d~~y~~h~~o~~ld~~s s~~h~~ares or i~~f~~t~~h~~e participant ~~holds shares on more than one share register, on the share register which CWP determines.~~
~~7.3~~	~~CWP will make application promptly after each allocation of newly issued BSP shares for quotation of those sh~~ares
	~~on ASX.~~
~~7.4~~	~~CWP will ensure that the BSP shares satisfy subparagraph 6BA(6) of the Income Tax Assessment Act 1936, na~~mely
	~~that the company will not credit the share capital account in connection with the issue of the shares.~~
~~8.~~	~~Despatch of BSP Statements~~
~~8.1~~	~~As soon~~	~~aspracticable after each allocation of BSP shares, CWP will send to eachparticipant to whom BSP sh~~ares
	~~have been allocated a statement for each eligible holding setting out:~~
	~~a)~~	~~the number of the participating shares in the shareholding at the relevant dividend record date;~~
	~~b)~~	~~the dividend foregone in respect of the participating shares in the shareholding;~~
	~~c)~~	~~if applicable, the amount of withholding tax or other amount under Rule 6.2 which has been deducte~~d from
	~~d)~~	~~the dividend payment on the participating shares in the shareholding;~~ ~~the number of BSP shares allocated to that shareholding and the date of allocation of those BSP share~~s;
	~~e)~~ ~~f)~~	~~the issue price of each BSP share allocated to the shareholding;~~ ~~subject to any share transactions in the participant may have engaged after the dividend record date,~~the
		~~total number of participating shares (including the BSP shares) in the shareholding after the allocation~~of BSP
		~~shares;~~
	~~g)~~ ~~h)~~	~~the total number of shares in the shareholding after the allocation of BSP shares; and~~ ~~any other matters required by law to be included in a statement confrming a transaction.~~

~~8~~

1. Variation or Termination o ~~f~~ a Participant’s Participation

~~9.1 Subject to Parts 3 and 10 and Rule 4.3, a participant may in respect of an eligible holding:~~

	~~a)~~	~~vary its participation from full participation to partial participation or from partial participation to full~~	~~vary its participation from full participation to partial participation or from partial participation to full~~
		~~participation;~~
	~~b)~~ ~~c)~~	~~maintain its partial participation but increase or decrease the number of its participa~~ting shares; or ~~terminate itsparticipation in the BSP,~~
	~~by submitting a BSP application or variation form in accordance with Rule 1.4 specifying the variation or termi~~nation
	~~respectively. Participants can obtain a BSP application or variation form for this purpose by contacting the Shar~~e
	~~Registry.~~
~~9.2~~	~~A participant is taken to have terminated its participation in the~~		~~BSP for an eligible holding:~~
	~~a)~~ ~~b)~~	~~on receipt by the Share Registry of a BSP application or variation form in accordance with Rule 9.1 in~~ ~~respect of that shareholding;~~ ~~on the day after the frst BSP record date following registration of a transfer of all of the participant’s~~
		~~participating shares in that shareholding;~~
	~~c)~~ ~~d)~~	~~on termination of the BSP by CWPpursuant to these Rules;~~ ~~on receipt by CWP of notice of the death, bankruptcy or liquidation of the participant, except where th~~e ~~participant was ajoint holder in respect of that shareholding and any remaining holder orjoint holde~~rs are
	~~e)~~	e~~l~~igi~~bl~~e s~~h~~are~~h~~o~~ld~~ers; ~~on the participant ceasing to be an eligible shareholder; or~~
	~~f)~~	~~the shareholding ceasing to be an eligible holding.~~

~~9.3 When a participant disposes of part of its holding of shares, and does not notify CWP otherwise, the shares disposed of will, to the extent possible:~~ a) ~~f~~ rst, re ~~d~~ uce t ~~h~~ e num ~~b~~ er o ~~f~~ any non-participating s ~~h~~ ares in t ~~h~~ at s ~~h~~ are ~~h~~ o ~~ld~~ ing (i ~~f~~ any); an ~~d b) secondly, reduce the number of any participating shares in that shareholding (if any).~~

~~10. Variation, Suspension, Recommencement and Termination of the BSP~~

~~10.1 The BSP may be:~~

~~a) varied (including by variation of the Rules) ; b) suspended; c) recommenced; or d) terminated,~~

~~by CWP at any time.~~

~~10.2 A variation, suspension, recommencement or termination of the BSP will take effect:~~

~~a) on such date as the Directors determine; and b) in the case of a suspension, until such time as the Directors resolve either to recommence or terminate~~ the BSP.

~~10.3 Any variation, suspension, recommencement or termination of the BSP will not give rise to any liability on the p~~ art of, ~~or right of action against, CWP nor its Directors, employees, or agents.~~

~~9~~

10.5	I~~f~~t~~h~~e BSP is suspen~~d~~e~~d~~, participants’e~~l~~ections in t~~h~~e BSP wi~~ll~~cease to~~b~~e e~~ff~~ective unti~~l~~suc~~h~~time as t~~h~~e BSP is ~~recommenced and all shares will be deemed to be non-participating shares for thepurpose of any dividend d~~eclared ~~while the BSP is suspended.~~
~~10.6~~	~~If the BSP is recommenced following a suspension the participant’s previously suspended BSP application or ~~
	~~variation form will be reinstated and be valid and effective in accordance with these Rules for the purposes of~~the ~~recommenced BSP, unless determined otherwise by CWP and notifed toparticipants in accordance with Rule~~10.7.
~~10.7~~	~~CWP willgive notice of any:~~
	~~a)~~ ~~termination of the BSP to participants at least one month before the effective date of the termination;~~ ~~b)~~ ~~variation of the BSP (other than simply an exercise of a discretion, authority or power under these Rul~~es) to
	~~eligible shareholders at least one month before the effective date of the variation; and~~ ~~c)~~ ~~suspension or recommencement of the BSP toparticipants as soon as reasonably practicable before o~~r
	~~after the effective date of the suspension or recommencement. Such notice may be provided in any~~ ~~manner(including, without limitation, by public announcement, advertisements in any newspapers cir~~culating ~~generally in Australia, notice on CWP’s website, announcement to the ASX or mailed written notices)~~which ~~CWP considers appropriate to bring the termination, variation, suspension or recommencement to the~~notice ~~of the participants or eligible shareholders, as the case may be, having regard to the nature of the ev~~ent for
	~~which notice is being given.~~
~~10.8~~	~~The accidental omission to give notice of termination, variation, suspension or recommencement to any partici~~pant ~~or the non-receipt of any notice by any participant will not invalidate the termination, variation,~~ suspension or recommencement o~~f~~t~~h~~e BSP or any a~~ll~~ocation o~~f~~s~~h~~ares un~~d~~er t~~h~~e BSP.
~~10.9~~	~~Notice of a variation of the BSP will be given to participants as soon as practicable after the effective date of t~~he ~~variation if the Directors are satisfed that the variation is made to correct a manifest error, or an error of a mi~~nor ~~nature, is of a formal or technical nature only or does notprejudice the interests ofparticipants.~~
~~10.10~~	~~CWP will announce thepricing period and any discount applicable to the BSP for any dividendspayable on a~~
	particu~~l~~ar~~d~~ivi~~d~~en~~d~~payment~~d~~ate at or aroun~~d~~t~~h~~e same time it announces t~~h~~e~~d~~ivi~~d~~en~~d~~.
~~11.~~	~~Directors’ Powers~~
~~11.1~~	~~This BSP will be administered by the Directors who are authorised under these Rules, and have the~~
	~~discretion to:~~
	~~a)~~ ~~determine any procedures for administration of the BSP that are consistent with the Rules;~~ ~~b)~~ ~~resolve conclusively all questions of fact or interpretation in connection with the BSP;~~ ~~c)~~ ~~resolve in such manner as they think expedient any diffculties, anomalies or disputes which may~~
	~~arise in connection with, or by reason of, the operation of the BSP, whether generally or in relation~~ ~~to any participant or any Shares;~~
	~~d)~~ ~~enter into any underwriting arrangements regarding the BSP that they deem appropriate;~~ ~~e)~~ ~~exercise discretions orpowers(including any power to make a choice, decision, determination or~~ ~~resolution) of CWP under these Rules;~~ ~~f)~~ ~~delegate to any one or more persons, for such period and on such conditions as they may~~ ~~determine, the exercise of any of their discretions, authorities or powers arising under the BSP~~
	~~including , without limitation, the power to delegate such discretions, authorities or powers; or~~ ~~g)~~ ~~waive strict compliance with any of theprovisions of these Rules.~~

~~10~~

11.2	Any~~d~~iscretion, aut~~h~~ority or power (inc~~l~~u~~d~~ing any power to ma~~k~~e a c~~h~~oice,~~d~~ecision,~~d~~etermination or ~~resolution) exercisable by CWP or the Directors under these Rules or by a delegate under Rule 11.1(f):~~	Any~~d~~iscretion, aut~~h~~ority or power (inc~~l~~u~~d~~ing any power to ma~~k~~e a c~~h~~oice,~~d~~ecision,~~d~~etermination or ~~resolution) exercisable by CWP or the Directors under these Rules or by a delegate under Rule 11.1(f):~~	Any~~d~~iscretion, aut~~h~~ority or power (inc~~l~~u~~d~~ing any power to ma~~k~~e a c~~h~~oice,~~d~~ecision,~~d~~etermination or ~~resolution) exercisable by CWP or the Directors under these Rules or by a delegate under Rule 11.1(f):~~
	~~a)~~ ~~b)~~	~~is fnal and binding on the participants and any other relevant persons;~~ ~~is exercisable in the absolute discretion of CWP, the Directors or the delegate, as the case may be;~~
	~~c)~~	~~and~~ ~~may be exercised at any time and from time to time.~~
~~12.~~	~~Costs to~~	~~Participants~~
	~~No fees,~~	~~brokerage, goods and services tax, stamp duty or other transaction costs will be charged by CWP~~
	~~in respect of the allocation of BSP shares pursuant to these Rules unless required by law.~~
~~13.~~	~~Taxation~~
	~~Neither CWP nor its Directors, employees or agents:~~
	~~a)~~	~~take any responsibility or assume any liability for, or as a consequence of, the tax liabilities of any~~
		~~person in connection with the BSP; or~~
	~~b)~~	~~represent or warrant that any person will gain any taxation advantage or will not incur a taxation~~
		~~liability or disadvantage as a result ofparticipation in the BSP.~~

~~14. Governing Law These Rules are governed by the laws of Western Australia, Australia. 15. Lien The BSP will not apply to cases where in accordance with CWP~~ ’ ~~s constitution or otherwise by law, the Directors~~ are ~~entitled to retain all or part of a dividend payment in respect of a participant and over which Shares or dividen~~ d CWP ~~h~~ o ~~ld~~ s, or is entit ~~l~~ e ~~d~~ to ~~h~~ o ~~ld~~ , a c ~~h~~ arge or ~~l~~ ien.

~~16. Interpretation In these Rules, unless the contrary intention appears: a) a reference to a Rule or Part is a reference to a Rule or Part in these Rules; b) a reference to this BSP or these Rules includes any variation or replacement of them; c) a reference to a statute or the Listing Rules includes any consolidations, amendments, re-enactments or replace~~ ments ~~of any of them; d) the singular includes the plural and vice versa; e) the word person includes a frm, a body corporate, an unincorporated association or an authority; f) a reference to a person includes a reference to the person~~ ’ ~~s executors, administrators, successors, substitutes (including but not limited to, persons taking by novation) and assigns; and g) headings are inserted for convenience and do not affect the interpretation of these Rules.~~

~~11~~

De ~~f~~ nitions

~~In these Rules, the following words and expressions have the meanings indicated unless the contrary intention appears~~ .

~~Allocation~~	~~The issue of new Shares to Participants under~~	~~the BSP.~~“~~Allocated~~”~~has a corresponding mea~~ning.
~~ASX~~	~~Australian Securities Exchange Limited~~
~~Average Market Price~~	~~The average of the daily volume weighted average sale price per Share of Shares sold on th~~e ASX ~~during the Pricing Period excluding in the Directors’ discretion Shares which are sold otherwi~~se ~~than in the ordinary course of trading on the ASX (including any transaction defned in the A~~SX
	~~Business Rules as~~“~~special~~”~~, crossings prior to the commencement of normal trading, crossing~~s ~~during the closing phase and the after hours adjustphase and any overseas trades or trades~~
	~~pursuant to the exercise of options over Shares, any overnight crossings and any other sales~~which ~~the Directors consider may not be fairly refective of natural supply and demand).~~
~~BSP~~	~~CWP’s Bonus Share Plan to which these Rules apply as varied from time to time.~~
~~BSP Application/~~ ~~variation form~~	~~The form relating to the BSP used to apply for, vary or terminate participation in the BSP.~~
~~BSP Shares~~	~~Shares which aparticipant acquires by way of allotment of newly issued shares under the BS~~P in ~~l~~ieu o~~f~~receiving a~~d~~ivi~~d~~en~~d~~payment~~b~~y c~~h~~eque or~~d~~irect cre~~d~~it.
~~BSP record date~~	~~The date and time, as determined by the Directors and announced to ASX, by which a perso~~n must
	~~have lodged a BSP application or variation form to apply for, vary or terminate participation~~in the ~~BSP at the next dividend. This date will normally be the day before the dividend announceme~~nt ~~date.~~
Business Day	A~~d~~ay ot~~h~~er t~~h~~an a Satur~~d~~ay, Sun~~d~~ay or pu~~bl~~ic~~h~~o~~l~~i~~d~~ay in Western Austra~~l~~ia.
~~Corporations Act~~	~~Corporations Act 2001 (Cth), including any waivers of, modifcations to, or other form of rel~~ief ~~from, provisions of the Corporations Act, applicable to the BSP from time to time.~~
~~CWP~~	~~Cedar Woods Properties Limited ABN 47 009 259 081~~
~~Directors~~	~~The directors of CWP acting either as a board or a committee of the board~~.
~~Discount~~	~~The discount, if any, expressed as a percentage, to the Average Market Price, determined by~~the ~~Directors to be applied in calculation of the Issue Price in respect of the BSP for shares to be~~issued ~~on a particular dividend payment date.~~
~~Dividend~~	~~Any dividendper share announced andpayable by CWP.~~
~~Dividend Payment~~	~~In relation to each shareholding of a shareholder, the dividend multiplied by the number of s~~hares ~~held by that shareholder in the shareholding, less any withholding tax deductible by CWP o~~r any ~~other amounts CWP is entitled or required to deduct from the dividend.~~
~~Dividend Payment Date~~	~~The date on which a dividend is payable, as announced by CWP.~~
~~Dividend Record Date~~	~~The date and time, as determined by the Directors and announced to ASX, at which a perso~~n holds ~~or is taken to hold shares for thepurpose of determining the entitlement of shareholders to~~ ~~d~~ivi~~d~~en~~d~~s.
~~Eligible Holding~~	~~See Rule 1.2.~~

~~12~~

~~Ex Dividend~~	~~The date from which sellers rather than purchasers become entitled to the dividend payment.~~
~~Full Participation~~	~~A degree ofparticipation in the BSP under which all of aparticipant’s shares in a shareholdi~~ng ~~from time to time, including shares subsequently acquired by the participant in a shareholdin~~g, ~~under the BSP or otherwise, will be designatedparticipating shares.~~
~~Issue Price~~	~~In respect of the BSP for aparticular dividend, the Weighted Average Market Price, less any~~ ~~Discount, rounded either up or down to the nearest cent.~~
~~Listing Rules~~	~~The Listing Rules of ASX (including the SCH Business Rules), including any waivers or modifc~~ations ~~of the Listing Rules applicable to the BSP from time to time.~~
~~Maximum and/~~ ~~Minimum Holding~~	~~The number of shares as may be determined by the Directors from time to t~~ime.
~~Non-Participating~~ ~~Shares~~	~~Shares in a shareholding which a participant has not nominated for participation in the BSP~~or ~~which have ceased to be participating shares.~~
~~Partial Participation~~	~~A degree of participation in the BSP where a participant specifes the number of its shares in~~a ~~shareholding that will be designated asparticipating shares.~~
~~Participating Shares~~	~~Subject to Part 4, shares in a shareholding which a participant has validly nominated for~~ ~~participation in the BSP.~~
~~Pricing Period~~	~~In respect of aparticular dividendpayment date, thepricing period for BSP shares will be the~~fve ~~trading days immediately preceding and inclusive of the dividend record date and the fve tra~~ding ~~days immediately following the dividend record date.~~
~~Rules~~	~~These rules of the BSP as varied from time to time.~~
~~SCH Business Rules~~	~~The business rules of the securities clearing house of ASX, as enforced from time to time.~~
~~Shareholder~~	~~A person registered at a relevant dividend record date as a holder of shares.~~
S~~h~~are~~h~~o~~ld~~ing	A~~h~~o~~ld~~ing o~~f~~S~~h~~ares registere~~d~~in t~~h~~e CWP s~~h~~are register.
~~Shares~~	~~Fully paid ordinary shares in CWP and any other shares issued by CWP that the Directors de~~cide
	~~are eligible for participation in the BSP.~~
~~Share Registry~~	~~Computershare Registry or any other share registry that maintains the share register of CWP.~~
Tra~~d~~ing Day	A~~f~~u~~ll~~ ~~d~~ay on w~~h~~ic~~h~~t~~h~~e S~~h~~ares are quote~~d~~, an~~d~~not suspen~~d~~e~~d~~ ~~f~~rom quotation or ma~~d~~e su~~b~~ject to a ~~trading halt, on ASX,provided that a day on which ASX is closed or on which trading on AS~~X is ~~suspended is not a Trading Day~~

~~13~~

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