30 June 2004

Vestfield Management Limited

Level 24 Westfield Towers 100 William Street Sydney NSW 2011 GPO Box 4004 Sydney NSW 2001 Australia

Telephone 02 9358 7000 02 9358 7077 Facsimile Internet westfield.com

The Manager Companies Announcement Office Australian Stock Exchange Limited Level 4, Exchange Centre 20 Bridge Street Svdnev NSW 2000

The Manager, Companies New Zealand Stock Exchange Limited Level 9, ASB Bank Tower 2 Hunter Street Wellington New Zealand

Dear Sir

RE: WESTFIELD TRUST (ASX:WFT) DISCLOSURE DOCUMENT: DEUTSCHE BANK AG

Attached is a copy of a Prospectus and Product Disclosure Statement ("Disclosure Document"), lodged today with the Australian Securities and Investments Commission.

The Disclosure Document has been issued in connection with amendments to the terms of the 850,000 call options issued by Westfield Trust to Deutsche Bank AG, on 1 December 2003.

The amendments are as a consequence on the stapling proposal in respect of Westfield Holdings Limited, Westfield Trust and Westfield America Trust as approved by Members of each entity on 25 June 2004.

Yours faithfully WESTFIELD MANAGEMENT LIMITED Responsible Entity of Westfield Trust

Simon Tuxen Company Secretary

Westfield

Prospectus and Product Disclosure Statement in connection with Westfield Trust 2009 Options

Issued by:

Westfield Management Limited (ABN 41 001 670 579) as responsible entity of Westfield Trust (ARSN 090 849 746)

Westfield America Management Limited (ABN 66 072 780 619) as responsible entity of Westfield America Trust (ARSN 092 058 449)

Westfield Holdings Limited (ABN 66 001 671 496)

THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE EXPLANATORY MEMORANDUM FOR THE WESTFIELD GROUP MERGER AND THE WESTFIELD TRUST OVERVIEW FOR THE WESTFIELD GROUP MERGER

WFT OPTIONS PROSPECTUS AND PRODUCT DISCLOSURE STATEMENT

This document is dated 30 June 2004 and was lodged with ASIC on that date. This document, the Explanatory Memorandum and the Westfield Trust Overview comprise a prospectus and a product disclosure statement in connection with proposed amendments to the terms of the WFT Options ("Disclosure Document"). In particular, the Disclosure Document is a prospectus issued by Westfield for the purposes of Chapter 6D of the Corporations Act and a product disclosure statement issued by WAML (AFS Licence No 230324) for the purposes of Part 7.9 of the Corporations Act and a product disclosure statement issued by WML (AFS Licence No 230329) for the purposes of Part 7.9 of the Corporations Act. The Disclosure Document relates to the financial products comprising options granted by Westfield and options granted by WAML which on exercise Westfield and WAML will issue shares in Westfield and units in WFA respectively to persons who exercise the Amended WFT Options so that those persons receive Stapled Securities and, to the extent the amendment of the terms and conditions of the WFT Options constitutes the issue, or any offer to arrange for the issue, of any financial product by WML, those financial products. Westfield, WAML and WML each takes full responsibility for the contents of the Disclosure Document.

This Disclosure Document does not constitute investment advice. You should seek vour own investment, financial, taxation and other professional advice.

EXPLANATORY MEMORANDUM

The accompanying Explanatory Memorandum sets out details of the proposed Merger by way of stapling to form the Westfield Group. It also sets out details of the assets and liabilities, financial position, performance and distributions and prospects of the Westfield Group and the rights and liabilities attaching to the Stapled Securities.

The Explanatory Memorandum contains independent accountant's reports by Ernst & Young and Ernst & Young Transaction Advisory Services Limited, a taxation report by Greenwoods & Freehills Pty Limited and an independent expert's report by Grant Samuel & Associates Pty Limited.

You can also view a copy of the Explanatory Memorandum on Westfield's website at www.westfield.com/groupmerger

INVESTMENT DECISIONS

The information outlined in the Disclosure Document does not take into account the investment objectives, financial situation, taxation position and needs of any particular holder of a WFT Option or any other person. It is important that you read and understand the entire Disclosure Document before making any decision concerning your WFT Options. In particular, in considering the prospects of the Westfield Group, it is important for you to consider the risk factors identified in section 3.11 of the Explanatory Memorandum that could affect the financial performance of the Westfield Group. Past performance is no indication of future performance. You should carefully consider these factors in light of your particular investment objectives, financial situation, taxation position and needs. If you are in any doubt on these matters, consult your investment adviser, accountant or other professional adviser before making any investment decision in relation to the WFT Options or any other securities.

REGIILATORY INFORMATION

None of ASIC, the ASX and their respective officers takes any responsibility for the contents of this Disclosure Document.

None of Westfield, the Responsible Entities, their officers, any person named in this Disclosure Document and any person involved in the preparation of this Disclosure Document makes any representation or guarantee as to the rate of income or capital return from or recovery in respect of investments made in the Westfield Group. Nothing in this Disclosure Document is, or should be relied on as, a representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events, results, performance or achievements expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on those statements.

DEFINED TERMS

Capitalised terms used in this document are defined in the Glossary in section 4. A term which has a defined meaning in the Explanatory Memorandum has the same meaning when used in this document unless it is expressly defined in this document.

RESTRICTIONS ON DISTRIBUTION

This Disclosure Document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Disclosure Document in jurisdictions outside Australia may be restricted by law, and persons who come into possession of them should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

No action has been taken to register the WFT Options or otherwise permit an offering of the WFT Options in any jurisdiction outside of Australia. In particular, the WFT Options have not as at the date of this Disclosure Document been registered under the US Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, any US person except in transactions exempt from registration requirements under the US Securities Act and applicable US state securities law.

	Amendments to the terms of the WFT Options	4
2	Australian taxation considerations	10
3	Additional information	14
4	Glossary	17
	Annexure - Terms of Issue of the Amended WFT Options	18

$\overline{1}$ Amendments to the terms of the WFT Options

Background $1.1$

On 6 November 2003, WML and Deutsche Bank AG (DBAG) entered into an agreement under which WML offered to DBAG A$850,000,000 Notes and 850,000 Options. The WFT Options were issued on 1 December 2003 for an issue price of $10,880,000 and an exercise price of $1,000 per WFT Option and at a strike price of $3.75 per WFT Unit. Accordingly, approximately 226,666,667 WFT Units would have been issued if all WFT Options were exercised. A prospectus in relation to the issue of WFT Options dated 28 November 2003 was lodged with ASIC on the same date. The prospectus dated 28 November 2003 set out the original terms of the WFT Options and the related Notes

On 25 June 2004, Securityholders in each of Westfield, WFT and WFA approved the Merger. If the Court approves the Share Scheme at the court hearing on 1 July 2004 then the Merger will be implemented on 16 July 2004 and the amendments to the terms of WFT Options will take effect.

$1.2$ Overview of amendments to WFT Options

WML and Deutsche Bank AG (as the sole holder of WFT Options) have entered into an Issuer Reorganisation Implementation Deed in connection with the amendment to the terms of the WFT Options under the Merger.

Under the Issuer Reorganisation Implementation Deed, WFT and Deutsche Bank agree to give effect to an Issuer Reorganisation (being the Merger) so that one Stapled Security is substituted for a WFT Unit at a new Strike Price of $13.3928 on and from the date of implementation of the Merger. Accordingly, approximately 63,466,937 Stapled Securities would be issued if all Amended WFT Options were exercised. The strike price may change if certain capital reorganisation or other events occur after the Merger and prior to exercise of the Amended WFT Option. The terms of the Amended WFT Options are set out in a deed poll made by WML containing the amended terms and conditions of the WFT Options ("Amended WFT Options Deed Poll").

The amended terms and conditions of the Amended WFT Options are set out in Annexure A to this document. A summary of the Issuer Reorganisation Implementation Deed is set out in section 1.5.

Capitalised terms used in the summary of the terms of the Amended WFT Options in section 1.4 below are defined in the terms and conditions of the Amended WFT Options.

$1.3$ The issue of Westfield Shares and WFA Units on exercise of Amended WFT Options

Westfield and WAML have each agreed with WML to grant options to WML which enable WML to satisfy its obligation to deliver the Westfield Shares and WFA Units respectively together with WFT Units to the holder of a WFT Option on exercise of that WFT Option. Under the terms of these options to be granted by Westfield and WAML to WML, WML is required to pay

Westfield and WAML respectively the exercise price of that Option. The number of Westfield Shares and WFA Units to be issued will equal the number of WFT Units to be issued on exercise of an Amended WFT Option. These arrangements are set out in clauses $2.4(a)$ and $4.4(c)$ respectively of the Implementation Deed (see Annexure B of the Explanatory Memorandum).

The exercise price payable by WML to Westfield is 33.8% of the exercise price of an Amended WFT Option for each Amended WFT Option exercised. The exercise price payable by WML to WAML is 28.7% of the exercise price of an Amended WFT Option for each WFT Option exercised. The proportions of the exercise price of an Amended WFT Option payable to each of Westfield and WAML represent the proportion that each entity contributed to the aggregate value of the Westfield Group (see section 1.2 of the Explanatory Memorandum and clause 5 of the Implementation Deed).

Accordingly, if all the 850,000 Amended WFT Options were exercised at the exercise price of $1,000 per Amended WFT Option then, given the strike price of $13.3928 per Stapled Security, Westfield, WAML and WML would together issue approximately 63,466,937 Stapled Securities. In this case, WML would receive the total exercise price of $850,000,000 and would pay $287,300,000 to Westfield and $243,950,000 to WAML in respect of the exercise by WML of the options issued by them to WML.

The exercise price may be received by WML in connection with the redemption by WML of Notes having a face value of $850,000,000 issued by WML and currently all held by Deutsche Bank AG (see Condition 4.2 of the Amended WFT Options). In that case, WML may be required to finance the payment of the exercise price to Westfield and WAML.

$1.4$ Summary of Terms of Issue of the Amended WFT Options

The Options	850,000 WFT Options.
Issuer	Westfield Management Limited (ABN 41 001 670579), as responsible entity of the Westfield Trust.
Issue Date	The WFT Options were issued on 1 December 2003.
Form	The WFT Options are issued in registered form with anExercise Price of A$1,000 per WFT Option.
Status	As per the WFT Constitution (as defined in theconditions of the WFT Options), subject to prohibitionson voting on resolutions in respect of proposed or actualTrust Schemes (as defined in the conditions of the WFTOptions) or similar arrangement or IssuerReorganisation (as defined in the conditions of theWFT Options) as a separate class.
Exercise Rights	Subject to payment of the Exercise Price and anySettlement Taxes, Holders of WFT Options will havethe right upon exercise of the WFT Options to receive anumber of Stapled Securities calculated in accordancewith the terms and conditions of the WFT Options on

		the Settlement Date, subject to certain conditions all asmore fully described in the Annexure.
Delivery of StapledSecurities		Stapled Securities to be delivered upon exercise ofWFT Options will, if listed at that time, be delivered inuncertificated form through the Clearing HouseElectronic Sub-register System operated by ASXSettlement and Transfer Corporation Pty Ltd (or anysuccessor licensed clearance and settlement facilityapplicable to the Stapled Securities).
		Stapled Securities to be issued upon exercise will befully paid and will only be entitled to Distributionscalculated from and including the Distribution PeriodCommencement Date for the Distribution Period inwhich they are issued and will in all other respects(other than rights to distributions) rank pari passu in allrespects with all fully paid Stapled Securities on issueon the date such Stapled Securities are delivered.
Anti-Dilution Provisions	The WFT Options will contain provisions for theadjustment of the Strike Price (as defined in theconditions of the WFT Options) in the event of theoccurrence of certain dilutive events including, interalia, consolidation or division of the Stapled Securities,rights issues, discounted issues, change in control andCapital Distributions.
Capital Distributions	Options.	The Strike Price will be adjusted in the case of a CapitalDistribution as described in Condition 7.4 of the WFT
		"Capital Distribution" means in respect of the GroupEntities (being each of WHL, WFT and WFA):
	(a)	any Distribution (not being any amount of thatDistribution or part which comprises ProjectProfits in respect of that Distribution Period) orpart of a Distribution which is a capitaldistribution and which is formally expressed bythe Issuer or formally declared by the Board ofDirectors of the Issuer to be an extraordinarydistribution, special distribution, or return ofvalue to Members (as defined in the conditionsof the WFT Options) or any analogous orsimilar term, in which case the CapitalDistribution shall be the Fair Market Value (asdefined in the conditions of the WFT Options)(as determined at the date of announcement ofthe relevant Distribution) of such Distribution;or
	(b)	that part of any Distribution of the GroupEntities (not being a Capital Distribution by

	virtue of paragraph (a) of this definition nor anyamount of that distribution which comprisesProject Profits (as defined in the conditions ofthe WFT Options) in respect of thatDistribution Period) which is in excess of anamount equal to 105 per cent. of the AdjustedConsolidated Earnings (as defined in theconditions of the WFT Options) for theDistribution Period (as defined in the conditionsof the WFT Options) in respect of which theDistribution is made being those consolidatedearnings derived from the normal operating andfinancing activities of the Issuers as evidencedin the accounts of the Issuers in respect of thatDistribution Period, in which case the CapitalDistribution shall be the Fair Market Value (asdefined in the conditions of the WFT Options)(as determined at the date of announcement ofthe relevant Distribution) of that part of theDistribution which is a Capital Distribution,provided that in no event shall any amount paidto Members (as defined in the conditions of theWFT Options) to compensate Membersgenerally for Distribution entitlementdifferences caused by the issue of StapledSecurities in any Distribution Period wherethose Stapled Securities have Distributionentitlements in respect of any period beforetheir date of issue and where the issue price ofthose Stapled Securities reflects that additionalentitlement to Distributions constitute a CapitalDistribution.
Issuer Reorganisationand substitution	If an Issuer Reorganisation (as defined in the terms andconditions of the WFT Options) occurs, the Issuer maycancel all outstanding WFT Options but only if theContinuing Entity (as defined in the terms andconditions of the WFT Options) grants to each existingOptionholder by execution of a deed poll an option torequire the Continuing Entity to issue or deliver at theExercise Price Equivalent Property on terms andconditions substantially similar to the terms andconditions of the WFT Options, all as more fullydescribed in the Annexure.
The Stapled SecuritiesNature:	The Stapled Securities will be comprised of one unit inWFT, one unit in the Westfield America Trust and oneordinary share in Westfield Holdings Limited eachstapled so that one cannot be transferred without theother.
Listing	The Stapled Securities will be quoted on the AustralianStock Exchange Limited under the name of the

Westfield Group.

$1.5$ Summary of Issuer Reorganisation Implementation Deed

The main terms of the Issuer Reorganisation Implementation Deed are summarised below.

Amendments to WFT Options

The parties agree that:

$(a)$ upon implementation of the Merger the strike price and the exercise property of the existing WFT Options will be amended so that the strike price will become $13,3928 and the exercise property will become Stapled Securities on the basis that one Stapled Security is equivalent property for one WFT Unit; and
$(b)$ on the Implementation Date (and despite the provisions of Condition 7.19 of the existing Option Deed Poll and to record the effect set out in (a) above) the existing WFT Options will be amended so that they are constituted on the terms and conditions of the Amended WFT Options Deed Poll.

Warranties and Indemnities

WML provides warranties and indemnities to Deutsche Bank AG in relation to certain liabilities arising in connection with the amendment to the terms and conditions of the WFT Options. The indemnities do not extend to any claim or loss to the extent that it results from wilful misconduct or fraud or any material breach of the deed by Deutsche Bank AG.

Restrictions on transfer of the Amended WFT Options

$(a)$ Deutsche Bank AG has agreed that it will not, directly or indirectly, without the prior written consent of WML:
- $(1)$ transfer, deal with, or create an interest in or permit an interest in, any WFT Options or any Stapled Securities acquired or to be acquired on exercise of the Options; or
- $(2)$ do or permit its associates to do anything else in relation to any Amended WFT Options or any Stapled Securities acquired or to be acquired on exercise of the Amended WFT Options,

(any of the foregoing a Dealing) if, as a result of that Dealing and any previous Dealings with Deutsche Bank AG or its associates, a third party (other than either (1) an "Issuer Associate" as defined in the Terms of Issue or (2) a related body corporate of the Deutsche Bank AG approved by WML and which has provided an enforceable undertaking to WML in the terms, mutatis mutandis, of the agreement relating to the restrictions on transfer given by Deutsche Bank AG) would have voting power in more than that number of Stapled Securities constituting 1% of the aggregate voting power of all Stapled Securities, except where a Dealing occurs in satisfaction of

the obligations of Deutsche Bank AG under the Exchangeable Bond terms and conditions following the exercise of an exchange right under an Exchangeable Bond. For the avoidance of doubt, a third party's voting power does not include voting power which the third party or its associates:

have prior to any Dealing with Deutsche Bank AG or its $(1)$ associates:
acquires at any time other than as a result of a Dealing with $(2)$ Deutsche Bank AG or its associates: or
$(3)$ acquires at any time by exercising an exchange right under an Exchangeable Bond.
$(b)$ For the above purposes:
- $(1)$ a person who has a relevant interest in a WFT Option shall be treated as having a relevant interest in the number of Stapled Securities which would be issued on exercise of the WFT Option;
- "relevant interest", "voting power" and "related body $(2)$ corporate" have the meanings given in the Corporations Act; and
- $(3)$ an "associate" of a person is a person who is an associate of the person for the purposes of section 12 of the Corporations Act and has the meaning given in the Corporations Act.
If an "Issuer Reorganisation" (as defined in the Terms of Issue of the $(c)$ Amended WFT Options) occurs, the above restrictions shall apply, mutatis mutandis, as though references in it to Options were to new options issued under condition 7.19 of the Terms of Issue of the Amended WFT Options, references to Stapled Securities were to securities comprised in the Equivalent Property referred to in that condition (Replacement Securities) and the reference to the applicable number of Stapled Securities was a reference to a number of Replacement Securities conferring voting power of 1% in the relevant Issuer.

$\overline{2}$ Australian taxation considerations

$2.1$ Introduction

The following general summary describes the material Australian income tax consequences for Australian resident investors or holders in respect of the ownership and disposition of WFT Options (as amended by the Amended WFT Options Deed Poll) and any WFT Units, WFA Units and Westfield Shares (together, "Stapled Securities") deliverable upon exercising a WFT Option. This summary reflects the provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 (together, the "Tax Act") as well as any relevant regulations, rulings, or judicial or administrative interpretations in relation to the Tax Act in force as at the date of this Disclosure Document. This summary does not take into account or anticipate changes in law, whether by way of judicial decision or legislative action, nor does it take into account tax legislation in countries other than Australia.

The summary is not a complete description of all the possible Australian tax consequences of the ownership and disposition of the WFT Options. In particular, the summary does not consider the application the Tax Act to investors such as banks, insurance companies, tax exempt organisations, superannuation funds, dealers in securities and persons who may hold the WFT Options on revenue account for tax purposes. This summary does not consider the tax consequences for foreign investors (whether or not they invest in the WFT Options through a permanent establishment in Australia).

This general summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor. Prospective investors in the WFT Options and any Stapled Securities deliverable upon exercise of a WFT Option, should consult their own tax advisors concerning the tax consequences applicable to their particular circumstances.

$2.2$ Australian Taxation of WFT Options

WFT Options are assets for Australian capital gains tax ("CGT") purposes and investors will be assessed on any profit or gain made on disposal of the WFT Options (other than by exercising the WFT Options).

Where an investor disposes of WFT Options, a capital gain will arise to the extent that the proceeds on disposal exceed the cost base of the WFT Options. A capital loss will be realised to the extent that the reduced cost base of the WFT Options exceeds the proceeds received on disposal. For an original investor who acquired WFT Options on their grant, the cost base will include the option price and any incidental costs of acquisition.

The CGT discount operates by reducing any eligible capital gain (after offsetting any capital losses) by one-half for individuals and trusts and by one-third for complying superannuation entities, provided that the relevant WFT Options have been held for a period of at least twelve months and were not disposed of pursuant to an agreement entered into within twelve months of their acquisition. Investors that are companies are not entitled to the CGT discount

Any capital gain or loss made on exercise of the WFT Option is disregarded.

The cost base of each WFT Unit, WFA Unit and Westfield Share (together comprising a Stapled Security and each a Security) acquired upon exercise of a WFT Option should be determined on a reasonable basis of apportionment of the sum of the consideration paid for the grant or acquisition of the WFT Option and the exercise price paid upon exercise.

Where a WFT Option is not exercised during the exercise period specified in the Amended WFT Options Deed Poll, the holder of the WFT Option may make a capital loss where the reduced cost base of the WFT Option is greater than zero. Any capital loss will be realised at the time the WFT Options expire.

$2.3$ Australian Taxation of Stapled Securities (acquired upon exercise of WFT Option)

Australian resident holders of WFT Units will be required to include their proportionate share of the net income of WFT in their assessable income. This amount will generally be taxed at the tax rate applicable to the taxpayer. The character of each component of WFT's net income (e.g., Australian source income, foreign source income, capital gains) will be retained on distribution by WFT to holders. Distributions that are capital gains may be eligible for the CGT discount.

Where WFT makes a distribution to an Australian resident holder in excess of the holder's share of the net income of WFT (other than where the excess distribution is attributable to a discount capital gain), the holder's cost base in the WFT Units will generally be reduced for CGT purposes by the amount of the non-assessable component of the distribution. If the aggregate of nonassessable distributions exceeds the holder's cost base in the WFT Units, the holder will realise a capital gain equal to the excess. Depending upon the holder's tax status and the length of time the WFT Units have been held, such capital gain may qualify for discount capital gains treatment (see above discussion of CGT discount).

Where a distribution from WFT includes foreign-sourced income and foreign taxes have been paid in relation to this income, Australian resident holders should generally entitled to receive a foreign tax credit for an amount equal to the lesser of the foreign tax paid and the Australian tax payable in respect of such income.

Australian resident holders of WFA Units will be required to include their proportionate share of the net income of WFA in their assessable income. This amount will generally be taxed at the tax rate applicable to the taxpayer. The character of each component of WFA's net income (e.g., Australian source income, foreign source income, capital gains) will be retained on distribution by WFA to holders. Distributions that are capital gains may be eligible for the CGT discount.

Where WFA makes a distribution to an Australian resident holder in excess of the holder's share of the net income of WFA (other than where the excess distribution is attributable to a discount capital gain), the holder's cost base in the WFA Units will generally be reduced for CGT purposes by the amount of the non-assessable component of the distribution. If the aggregate of nonassessable distributions exceeds the holder's cost base in the WFA Units, the

holder will realise a capital gain equal to the excess. Depending upon the holder's tax status and the length of time the WFA Units have been held, such capital gain may qualify for discount capital gains treatment (see above discussion of CGT discount).

Where a distribution from WFA includes foreign-sourced income (e.g. dividends derived by WFA from Westfield America, Inc in the United States) and foreign taxes have been paid in relation to this income. Australian resident holders should generally entitled to receive a foreign tax credit for an amount equal to the lesser of the foreign tax paid and the Australian tax payable in respect of such income.

Generally, an Australian resident holder's assessable income will include any franking credits attached to dividends paid by Westfield in addition to the amount of the dividends (even if any of the dividends are reinvested). Where franking credits are included in a holder's assessable income the holder will generally be entitled to a corresponding tax offset in respect of any franking credits included in the holder's assessable income

Relevantly, to be generally eligible for the franking credit and tax offset, the holder must have held the shares at risk for at least 45 days (not including the date of acquisition or the date of disposal). This rule should not apply to a holder if the holder is an individual whose tax offset entitlement (on all shares and interests in shares held) does not exceed $5,000 for the income year in which the franked dividend is paid.

Where the holder is an individual, complying superannuation entity or a registered charity (in certain circumstances), the holder will generally be entitled to a refund to the extent that the franking credits attached to the holder's dividends exceed the holder's tax liability for the income year.

Where the holder is a corporate shareholder, any franked dividends the holder receives will generally give rise to a franking credit in the holder's franking account

Holders of Stapled Securities may notify WFT, WFA and Westfield of their Tax File Number ("TFN"), Australian Business Number ("ABN") or a relevant exemption. In the absence of notification, tax will generally be withheld from distributions and the unfranked component of dividends to such holders of Stapled Securities at the rate of 48.5% of the total distribution or the unfranked component of the dividends. Withholding tax will continue until such time as the relevant TFN, ABN or exemption notification is provided to the relevant entity. Holders of Stapled Securities will be entitled to claim a credit/refund (as applicable) in respect of the tax withheld in their income tax returns.

Each WFT Unit, WFA Unit and Westfield Share comprising a Stapled Security may not be traded separately. However, each security is a separate CGT asset. Accordingly, where there is a disposal of a Stapled Security, there will also necessarily be a disposal for CGT purposes in respect of each of the individual securities comprising that Stapled Security. That is, where a Stapled Security is disposed of, it will have to be accounted for as the disposal of a WFT Unit, a WFA Unit and a Westfield Share.

Where consideration is received in connection with a transaction that relates to more than one CGT asset, the capital proceeds for each asset is so much of the total consideration as is reasonably attributable to that asset. Accordingly, the capital proceeds referable to the disposal of each individual security will be determined by apportioning the total capital proceeds received in respect of the disposal of the Stapled Security on a reasonable basis.

Upon disposal of a Stapled Security, a holder will make a capital gain if:

the portion of the consideration reasonably attributable to a WFT Unit exceeds the cost base of the WFT Unit:
the portion of the consideration reasonably attributable to a WFA Unit exceeds the cost base of the WFA Unit: and/or
the portion of the consideration reasonably attributable to a Westfield Share exceeds the cost base of the Westfield Share.

A holder will make a capital loss if:

the portion of the consideration reasonably attributable to a WFT Unit is less than the reduced cost base of the Restructured WFT Unit;
the portion of the consideration reasonably attributable to a WFA Unit is less than the reduced cost base of the WFA Unit: and/or
the portion of the consideration reasonably attributable to a Westfield Share is less than the reduced cost base of the Westfield Share.

As noted above, the cost base and reduced cost base of the WFT Unit, WFA Units and Westfield Shares:

will include the relevant portion of the consideration paid in relation to the grant or acquisition and exercise of the relevant WFT Option; and
may have been reduced (in the case of WFT Units and WFA Units) by the amount of any non-assessable distributions that are made by WFT or WFA.

Generally, any capital loss arising in respect of one security can offset a capital gain arising in respect of another.

The CGT discount (as outlined above) may be available for eligible holders to reduce any eligible capital gain (after offsetting any capital losses) made as a result of the disposal of Stapled Securities.

$2.4$ Goods and Services Tax ("GST")

Generally, no GST should arise in relation to the acquisition, holding or disposal of the WFT Options and/or Stapled Securities.

$\overline{3}$ Additional information

$3.1$ Cross-referencing to Explanatory Memorandum

The following information is set out in the Explanatory Memorandum and is undated to the date of this Disclosure Document in section 3.2 below:

rights and obligations of the Stapled Securities sections 11.1 to 11.4 $\bullet$ of the Explanatory Memorandum;
investment considerations, commissions and dispute resolution $\bullet$ procedures to deal with complaints about the Trusts – section $11.17$ .
continuous disclosure and copies of documents available free of charge - section 11.18 of the Explanatory Memorandum;
interests of directors section 11.19 of the Explanatory Memorandum:
ASIC relief section 11.24.1 of the Explanatory Memorandum: $\bullet$
ASX waivers section 11.24.2 of the Explanatory Memorandum: and
interests of advisers section 11.28 of the Explanatory Memorandum.

$3.2$ Further additional information

ASX waivers

ASX has granted the Westfield Entities the following waivers with respect to the WFT Options:

Listing Rule 6.22 to the extent necessary to permit an alternative formula for adjustment on pro-rata rights issues to be used for the restructured WFT Options (by confirming that a pre-existing waiver continues to apply);
Listing Rule 6.23 to permit amendments to the terms of the WFT Options to be made in connection with the Merger without WFT unitholder approval;
Listing Rules 7.1 and 10.11 to permit the arrangements between the Issuers necessary to effect the issue of Stapled Securities on exercise of the WFT Options after implementation.

ASIC relief

ASIC has granted the following relief with respect to the WFT Options and this Disclosure Document:

in respect of Westfield, an exemption from compliance with ٠ sections $711(6)$ , $722$ and $723(1)$ of the Corporations Act in respect of the content of this Disclosure Document and the issue of options over Westfield Shares by Westfield in connection with the Amended WFT Options and conditional relief from the provisions of Chapter 6D of the Corporations Act generally in so far as those provisions may require a prospectus to comprise one document only;

in respect of WAML and WML, an exemption from compliance with sections 1013B(1), 1013L(2), 1016A(2), 1019A and 1019B of the Corporations Act in respect of the content of this Disclosure Document and the issues of options over WFA Units by WAML in connection with the Amended WFT Options and an exemption from section 1012B in relation to the issue of WFT Units and WFA Units on exercise of Amended WFT Options.

Directors interests

The table below sets out the number and type of marketable securities in any of the Westfield Entities held by or on behalf of each Westfield Director, WFT Director and WFA Director or in respect of which they have a relevant interest as at the date of this Disclosure Document. This table is updated from the table set out in section 11,19.1 of the Explanatory Memorandum.

Director	Westfield Executive WFT WFA
		Options
Frank Lowy AC
David Lowy AM	155.806,087	1,250,000
Peter Lowy		1,250,000
Steven Lowy		1,250,000	$11,047^2$	622,928,675 3
Robert Ferguson	57,525	Nil	Nil	Nil
David Gonski AO	126,539	Nil	12,000	507,399
Fred Hilmer AO	91,454	Nil	Nil	653,187
Dean Wills AO	20,000	Nil	Nil	Nil
Carla Zampatti AM	221,654	Nil	Nil	Nil
Stephen Johns	1,098,400	500,000	Nil	1,461,102
Jillian Broadbent	10,000	Nil	Nil	212,500
Herman Huizinga	Nil	Nil	Nil	Nil
Bob Mansfield AO	Nil	Nil	10,000	20,000
John Studdy AM	21,190	Nil	18.000	82,281
Bill Falconer CNZM	Nil	Nil	Nil	Nil
Gary Weiss	Nil	Nil	Nil	Nil
Roy Furman	Nil	Nil	Nil	257,500
Fay Vincent	Nil	Nil	Nil	Nil
Notes:

This is the aggregated interest of the Lowy directors including family holdings and I interests held by Amondi Pty Limited as trustee of the Westfield Executive Option Plan Trust and Westfield C Fund Pty Limited as trustee of the Westfield Superannuation C Fund.

$\overline{2}$ These interests are held by Shirley Lowy.
$\mathfrak{Z}$ Comprising 553,895,741 units held by Westfield subsidiaries and 69,032,934 held by a Lowy family company and Westfield C Fund Pty Limited as trustee of the Westfield Superannuation C Fund. This interest is in respect of ordinary units only. It does not include options held by Westfield subsidiaries.

$3.3$ Consents and disclaimers

The following persons have been given and have not, before the date of this Disclosure Document, withdrawn their consent to be named in this Disclosure Document in the form and context in which they are named:

Grant Samuel & Associates Pty Limited as the Independent Expert; $(a)$
Greenwoods & Freehills Pty Limited as tax adviser to the Westfield $(b)$ Group; and
Ernst & Young and Ernst & Young Transaction Advisory Services $(c)$ Limited - as the Independent Accountant.

The following persons have given and have not, before the date of this Disclosure Document, withdrawn their consent to the inclusion of their respective reports noted next to their names and the references to those reports in the form and context in which they are included in this document. the Explanatory Memorandum and the Westfield Trust Overview:

Grant Samuel & Associates Pty Limited the Independent Expert's $(d)$ report in section 6 of the Explanatory Memorandum;
Ernst & Young and Ernst & Young Transaction Advisory Services $(e)$ Limited - the reports in sections 4 and 5 respectively of the Explanatory Memorandum:
$(f)$ Greenwoods and Freehills Pty Limited - the taxation report in section 7 of the Explanatory Memorandum.

Each person referred to in this section 3.3:

does not make, or purpose to make, any statement in this Disclosure $(a)$ Document other than those statements referred to above next to that person's name as consented to by that person; and
$(b)$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Disclosure Document other than as described in this section with person's consent.

$\overline{4}$ Glossary

A term which has a defined meaning in the Explanatory Memorandum hasthe same meaning when used in this document unless it is expressly defined in this document.

Amended WFT Option	a WFT Option after implementation of theMerger having the terms set out under theWestfield Trust 2009 Option Terms DeedPoll dated 30 June 2004.
Disclosure Document	this document, the ExplanatoryMemorandum and the Westfield TrustOverview which together comprise aproduct disclosure statement and aprospectus.
Explanatory Memorandum	the booklet dated 25 May 2004 containingthe explanatory statements required by Part5.1 of the Corporations Act relating to theShare Scheme and explanatory materials inrelation to the Trust Meetings and all otherresolutions required to implement theMerger and other information (includingsupplementary information) relating to all orany of the above matters.
Terms of Issue	the amended terms of issue of the WFTOptions set out in Annexure A of thisdocument.
WFT Option	an option over an unissued WFT Unit issuedunder the Westfield Trust 2009 OptionTerms Deed Poll dated 28 November 2003and after implementation of the Mergermeans an amended WFT Option having theterms set out under the Westfield Trust 2009Option Terms Deed Poll dated 30 June2004.

Annexure - Terms of Issue of the Amended WFT Options

The following are the Terms and Conditions of the Options issued by Westfield Management Limited as responsible entity of the Westfield Trust, which are applicable to each of the Options.

Capitalised terms used in this annexure are set out in clause 1 below. References to clauses and paragraphs in the text below are clauses and paragraphs of this annexure.

4 Introduction

1.1 Definitions

The following words have these meanings in these Terms and Conditions unless the contrary intention appears:

Adjusted Consolidated Earnings means the consolidated earnings of the Group Entities taken as a whole but adjusted to remove any effect on those consolidated earnings arising out of any revaluation of assets, mark to market of any derivative and any deferred taxes which are included as a result of any change to generally accepted accounting principles in Australia occurring after the date of the Deed Poll.

Applicable Business Day Convention means in respect of any provision of these Terms and Conditions the Business Day Convention specified in these Terms and Conditions as applicable to any date in respect of the Options or, if none is so specified, the Applicable Business Day Convention for such purpose is the Following Business Day Convention. Different Business Day Conventions may apply, or be specified in relation, to different dates in respect of any Options.

Australian Stock Exchange Limited includes any successor of it and if the Units are not at that time listed or quoted on the Australian Stock Exchange Limited or its successor, the principal stock exchange or securities market on which the Units may be then listed, quoted or dealt in.

Business Day means a day (other than a Saturday or Sunday) on which commercial banks are open for general banking business in Sydney, Melbourne, Luxembourg and London.

Business Day Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day. The following Business Day Conventions, where specified in these Terms and Conditions in relation to any date applicable to any Option, have the following meanings:

$(a)$ Following Business Day Convention means that the date is postponed to the first following day that is a Business Day:
$(b)$ Modified Following Business Day Convention or Modified Business Day Convention means that the date is postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date is brought forward to the first preceding day that is a Business Day; and
Preceding Business Day Convention means that the date is brought $(c)$ forward to the first preceding day that is a Business Day.

Capital Distribution means in respect of the Group Entities:

any Distribution or part of a Distribution (not being any amount of that $(a)$ Distribution or part which comprises Project Profits in respect of that Distribution Period) which is a capital distribution and which is formally expressed by an Issuer or formally declared by the Board of Directors of the Issuer to be an extraordinary distribution, a special distribution, or return of value to Members or any analogous or similar term, in which case the Capital Distribution shall be the Fair Market Value (as determined at the date of announcement of the relevant Distribution) of such Distribution or relevant part of such Distribution;
$(b)$ that part of any Distribution of the Group Entities (not being a Capital Distribution by virtue of paragraph (a) of this definition nor any amount of that Distribution which comprises Project Profits in respect of that Distribution Period) which is in excess of an amount equal to 105 per cent. of the Adjusted Consolidated Earnings for the Distribution Period in respect of which the Distribution is made being those consolidated earnings derived from the normal operating and financing activities of the Group Entities as evidenced in the accounts of the Group Entities in respect of that Distribution Period, in which case the Capital Distribution shall be the Fair Market Value (as determined at the date of announcement of the relevant Distribution) of that part of the Distribution which is a Capital Distribution.

provided that, in no event shall any amount paid to Members to compensate Members generally for Distribution entitlement differences caused by the issue of Units in any Distribution Period where those Units have Distribution entitlements in respect of any period before their date of issue and where the issue price of those Units reflects that additional entitlement to Distributions constitute a Capital Distribution.

Change of Control means, at any time:

a person becomes entitled to be registered at that time as a Member in respect $(a)$ of 90% of more of the Units in issue at that time (and to avoid doubt whether or not any proceedings for compulsory acquisition have been commenced at that time): or
a Trust Scheme or other merger or, scheme of arrangement or similar $(b)$ arrangement in respect of all the issued Units (other than those held by the offeror, if any, under such scheme) is approved by a resolution of the Members and other holders of securities entitled to vote on the resolution by the required majority,

but does not include any Issuer Reorganisation or any of the above events which arise out of an Issuer Reorganisation.

Change of Control Exercise Period means the period of 42 days commencing on the date on which the WT notifies the Optionholders that a Change of Control has occurred

Condition means the correspondingly numbered condition in these Terms and Conditions.

Constitution means:

in the case of WT and the Westfield Trust, the Westfield Trust Constitution; $(a)$
$(b)$ in the case of WHL, the constitution or other constituent documents of WHL: and
in the case of WAT and the Westfield America Trust, the Westfield $(c)$ America Trust Constitution;

Corporations Act means the Corporations Act 2001 (Cth).

Continuing Entity means an entity formed for the purposes of, or which survives after, the implementation of an Issuer Reorganisation.

Current Market Price means, in respect of a Unit at a particular date, the arithmetic average of the Volume Weighted Average Prices for one Unit for each of the dealing days specified in the relevant period provided that if the Current Market Price per Unit is to be determined for any of Conditions 7.5, 7.6, 7.7, 7.8, 7.9 or 7.10 or for Condition 7.11 where that Condition is being applied to a circumstance that involves, or could involve, the issue of any Units, then the Volume Weighted Average Prices for one Unit used to calculate the Current Market Price per Unit so determined must be reduced by an amount determined for each of the dealing days on which they are so determined in accordance with the following formula:

$$ A = \frac{B}{C} \times D + E $$

where:

A is the amount of the reduction;
$\mathbf{B}$ is the number of days from the start of the Distribution Period in which the adjustment being effected occurs (Relevant Distribution Period) to the date in respect of which the Current Market Price is calculated:
$\tilde{C}$ is the number of days in the Relevant Distribution Period;
D is the distribution of net income per Unit for the Applicable Distribution Period: and
$E$ is, but only where the Unit still has an entitlement to the distribution of net income per Unit for the immediately preceding Distribution Period, that entitlement or, where that entitlement is not at that time forecast and publicly announced, the distribution of net income per Unit for the Applicable Distribution Period; and

Applicable Distribution Period is the Relevant Distribution Period or, if the distribution of net income per Unit for the Relevant Distribution Period is not forecast and publicly announced at the relevant time, the most recent preceding Distribution Period for which the amount of the distribution of net income per Unit is known:

provided further that if such prices are not available on one or more of the days in the relevant period, then the average of such prices which are available in that period shall be used (subject to a minimum of two such prices) and if only one or no such

price is available on any of the dealing days in the relevant period the Current Market Price shall be determined in good faith by a Valuer selected by WT.

dealing day means a day on which the Australian Stock Exchange Limited is open for business other than a day on which the Australian Stock Exchange Limited is scheduled to or does close prior to its regular weekday closing time.

Deed Poll means the deed poll to which these Terms and Conditions are annexed.

Distribution means any dividend or distribution in respect of the Group Entities, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes without limitation an issue of Units credited as fully or partly paid up by way of capitalisation of profits or reserves) provided that:

$(a)$ where a cash Distribution is announced which is to be, or may at the election of a holder or holders of Units be, satisfied by the issue or delivery of Units or other property or assets, or where a capitalisation of profits or reserves is announced which is to be, or may at the election of holders or Units be, satisfied by the payment of a cash Distribution then, for the purposes of this definition, the Distribution in question shall be treated as a Distribution of (i) such cash Distribution or (ii) the Fair Market Value (on the date of announcement of such Distribution or capitalisation, as the case may be, or if later the date on which the number of Units (or amount of property or assets, as the case may be) which may be issued or delivered is determined), of such Units or other property or assets if such Fair Market Value is greater than the Fair Market Value of such cash Distribution;
$(b)$ any issue of Units falling within Condition 7.3 shall be disregarded;
$(c)$ a purchase or redemption of Units by the Issuer shall not constitute a Distribution unless in the case of purchases of Units by or on behalf of the Issuer, the volume weighted average price per Unit (excluding expenses) on any one day in respect of such purchases exceeds by more than 5 per cent, the average of the market price (as defined in the Listing Rules of the Australian Stock Exchange Limited) per Unit of the Units on the Australian Stock Exchange Limited on the last 5 days on which sales in the Units were recorded before that day as derived from the Daily Official List of the Australian Stock Exchange Limited at the opening of business either $(1)$ on that day, or $(2)$ where an announcement (excluding for the avoidance of doubt for these purposes, any general authority for such purchases or redemptions approved by a general meeting of Members or any notice convening such a meeting of Members) has been made of the intention to purchase Units at some future date at a specified price, on the last 5 days on which sales in the Units were recorded immediately preceding the date of such announcement, in which case such purchase shall be deemed to constitute a Distribution to the extent that the aggregate price paid (before expenses) per Unit in respect of such Units purchased by the Issuer exceeds 105 per cent of the average of the market price per Unit of the Units determined as aforesaid; and
$(d)$ in the case of a cash Distribution, the Distribution shall for the purposes of these Terms and Conditions be construed as a reference to the amount thereof exclusive of any associated tax credit and net of the tax (if any) falling to be deducted on payment thereof to a resident of Australia.

Distribution Period means in respect of a Distribution the period in respect of which that Distribution is made

Distribution Period Commencement Date means the first day of a Distribution Period.

Distribution Period End Date means the last day of a Distribution Period.

Dollars. Sor AS means the lawful currency of the Commonwealth of Australia.

Early Maturity Date means the date for redemption of Notes under Condition 6.4 of the Note Conditions.

Equivalent Property has the meaning given to that expression in Condition $7.19(c)$ :

Exercise Date means the date upon which an Exercise Notice is received by WT in accordance with Condition 4.1, but if that date is not a Business Day or if the time of receipt by WT is after 3.00pm (Sydney time) on that date the Exercise Date is the next occurring Business Day.

Exercise Notice means a notice in the form and substance set out in Appendix 1 to these Terms and Conditions.

Exercise Period means, in respect of an Option, the period of time commencing at 10.00am (Sydney time) on 31 December 2003 and ending at 5.00pm (Sydney time) on the date which falls on the 14th Business Day before (and including) the Maturity Date or, if an Early Maturity Date has been effected before (and including) that Early Maturity Date.

Exercise Price means, in respect of an Option, A$1,000.

Exercise Property means, in respect of an Option, the number of Units deliverable upon exercise of that Option in accordance with these Terms and Conditions and, in respect of an Issuer, means the number of Unit Components deliverable by that Issuer upon the exercise of that Option in accordance with these Terms and Conditions.

Fair Market Value means, with respect to any property on any date, the fair market value of that property as determined in good faith by a Valuer selected by WT provided, that (1) the Fair Market Value of a cash Distribution paid or to be paid shall be the amount of such cash Distribution; (2) the Fair Market Value of any other cash amount shall be the amount of such cash; (3) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by a Valuer selected by WT) the Fair Market Value of such options, warrants or other rights shall equal the arithmetic averages of the daily Volume Weighted Average Prices of such options, warrants or other rights during the period of five trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded, or such shorter period as such options, warrants or other rights are publicly traded; (4) where options, warrants or other rights are not publicly traded (as aforesaid), the fair market value of such options, warrants or other rights will be determined by a Valuer selected by WT on the basis of a commonly accepted market valuation method and taking account of such factors as the Valuer considers appropriate, including the market price per Unit, the distribution yield per Unit, the volatility of such market price, prevailing interest rates and the terms of such options. warrants or other rights including as to the expiry date and exercise price (if any) thereof; and $(5)$ in the case of $(1)$ converted into Dollars (if declared or paid in a

currency other than Dollars) at the rate of exchange used to determine the amount payable to Members who were paid or are to be paid the cash Distribution in Dollars: and in any other case, converted into Dollars (if expressed in a currency other than Dollars) at such rate of exchange as may be determined in good faith by a Valuer selected by WT to be the spot rate ruling at the close of business on that date (or if no such rate is available on that date the equivalent rate on the immediately preceding date on which such a rate is available).

Government Agency means any government or any governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity and includes any stock exchange.

Group Entities means WHL, the Westfield Trust and the Westfield America Trust.

Issue Date means 1 December 2003.

Issuer means:

$(a)$ in the case of the Westfield Trust, WT;
$(b)$ in the case of WHL, WHL; or
in the case of the Westfield America Trust, WAT. $(c)$

Issuers' Account means the account of WT styled "Perpetual Nominees Limited" ACF Westfield Trust" at 255 George Street, Sydney, New South Wales branch of National Australia Bank Account No: 56-350-0527, BSB 082-057 or such other account notified to the Optionholders by WT from time to time.

Issuer Associate means:

$(a)$ WHL or any Subsidiary of WHL or any successor entity of any of them;
WT or any Subsidiary of WT or any successor entity of any of them; (b)
$(c)$ WAT or any Subsidiary of WAT or any successor entity of any of them:
$(d)$ any trust or managed investment scheme of which any entity referred to in paragraph $(a)$ , $(b)$ or $(c)$ is the trustee or responsible entity (as if such trust or managed investment scheme was a separate entity);
$(e)$ any entity controlled by any one or more of the entities referred to in paragraphs (a), (b), (c) or (d); or
any entity formed or acquired by an entity or combination of entities $(f)$ referred to in paragraphs (a), (b), (c), (d) or (e) for the purpose of controlling one or more of the entities referred to in paragraphs (a), (b), $(c)$ , $(d)$ or $(e)$ .

Issuer Reorganisation means:

a consolidation, amalgamation, merger, scheme of arrangement, Trust $(a)$ Scheme (including a Proposal as defined in clause 27 of the Westfield Trust Constitution (as it was in force on 1 December 2003)) of an Issuer or a Trust with or into another person or entity which is an Issuer Associate or where at least 90% of the outstanding Units at that time or all or substantially all of the assets of the Issuers are acquired by an Issuer Associate or where an Issuer Associate otherwise obtains, or has the right to acquire, such Units or assets (other than one where an Issuer is the Continuing Entity and which does not result in a reclassification or change of all the Units outstanding); and

a takeover offer, tender offer, takeover scheme, exchange offer or scheme (b) or other event by one or more Issuer Associates that results or will result, in that or those Issuer Associates acquiring, or otherwise obtaining or having the right to acquire by any means at least 90% of the outstanding Units or all or substantially all of the assets of the Group Entities.

managed investment scheme has the meaning given in the Corporations Act;

Maturity Date means 5 January 2009.

Member means:

in the case of WT and the Westfield Trust, a Member as defined in the $(a)$ Westfield Trust Constitution:
(b) in the case of WHL, a shareholder in WHL; and
in the case of WAT and the Westfield America Trust, a Member as $(c)$ defined in the Westfield America Trust Constitution.

Note means a Note as defined in the Note Conditions.

Noteholder means a Noteholder as defined in the Note Conditions.

Note Conditions means the Terms and Conditions of the Notes contained in annexure 1 of the Note Deed Poll.

Note Deed Poll means the deed poll dated 28 November 2003 executed by WT and entitled "Westfield Trust 2009 Note Terms - Deed Poll".

Note Redemption Election means, in respect of an Option, or one or more Options, the election by the Optionholder by completion of the section of the Exercise Notice headed "Note Redemption Election" to pay all or part of the Exercise Price of that Option or those Options by redemption of a Note or Notes and by application of the moneys payable on that redemption in payment of all or part of that Exercise Price.

Note Register means the Register as defined in the Note Conditions.

Option means an option to require WT to issue, or procure the issue of, Units on the terms and conditions set out in these Terms and Conditions.

Optionholder means a person whose name is for the time being entered in the Option Register as a holder of an Option.

Option Price means, in respect of an Option, A$12.80.

Option Register means, a register, including any branch register, of Optionholders established and maintained by WT in which is entered the names and addresses of Optionholders whose Options are carried on that register and kept in accordance with the Corporations Act and the Westfield Trust Constitution.

Project Profit means, in respect of any period, the amount specified as such in the accounts or distribution statements of the Westfield Group as being project profit but only to the extent such amount is determined in accordance with methodologies and

bases announced in section 3.8 of the Explanatory Memorandum issued by WHL, WT and WAT on 25 May 2004.

Record Date, in respect of a Group Entity, has the meaning given to it in that Group Entity's Constitution.

responsible entity has the meaning given in the Corporations Act.

securities includes, without limitation, shares or Units and options, warrants or other rights to subscribe for or purchase or acquire shares or Units.

Settlement Date means in respect of the exercise of an Option the date which falls on the 3rd Business Day occurring after the Exercise Date of that Option.

Settlement Taxes means all Taxes assessed, incurred or payable on or in connection with:

$(a)$ the exercise of an Option;
the issue of Units or the delivery of other Exercise Property consequent $(b)$ upon the exercise of an Option; or
$(c)$ the payment of, or the receipt of, the Exercise Price in connection with the exercise of an Option.

Specified Office of WT in respect of an Option means, at any time, the place at which notices are to be given to WT at that time in accordance with Condition 9.1.

Stapled means the linking together of a WHL Share, a WT Unit and a WAT Unit so that one may not be transferred or otherwise dealt with without the others.

Stapled Security means a WHL Share, a WT Unit and a WAT Unit which are Stapled.

Strike Price means, in respect of an Option, A$13.3928 or such other amount determined by application of Condition 7.

Subsidiary of an entity means another entity which is a subsidiary of the first within the meaning of part 1.2 of division 6 of the Corporations Act or is a subsidiary of or is otherwise controlled by the first within the meaning of any applicable approved accounting standard.

Tax means:

$(a)$ any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding: or
$(b)$ any income, stamp or transaction duty, tax or charge,

which is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above.

Trust means:

$(a)$ the Westfield Trust; or
$(b)$ the Westfield America Trust.

Trust Fund means, in respect of a Trust, the assets and property held by the Trustee of that Trust as trustee and responsible entity.

Trust Scheme means a merger or similar arrangement effected through Member approval and, if required, an amendment to a Constitution of a Trust and includes a Proposal as defined in clause 27 of the Westfield Trust Constitution (as it was in force on 1 December 2003).

Trustee means:

WT, as trustee and responsible entity of the Westfield Trust; or $(a)$
WAT, as trustee and responsible entity of the Westfield America Trust. $(b)$

Unit means a Stapled Security, or if Condition 7.19 applies Equivalent Property as defined in Condition 7.19.

Unit Component means, in respect of:

WT and the Westfield Trust, a WT Unit; $(a)$
$(b)$ WHL, a WHL Share; and
WAT and the Westfield America Trust, a WAT Unit. $(c)$

Valuer means a bank, investment bank or accountant of good repute in Australia selected by WT and independent of each Issuer.

Volume Weighted Average Price means, in respect of a Unit or other security on any dealing day, the daily volume weighted average sale price per Unit or that other security appearing on or derived from the Daily Official List of the Australian Stock Exchange Limited (but excluding sales other than in the ordinary course of trading of the Australian Stock Exchange Limited (including any transaction referred to in the Business Rules of the Australian Stock Exchange Limited as special, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours adjust phase, any overseas trades or trades pursuant to the exercise of options over Units and any overnight crossings) or if not so available from such other source determined by a Valuer selected by WT to be appropriate on such dealing day, but if a Valuer cannot make such a determination the Volume Weighted Average Price shall be that available on the closest dealing day on which it was available.

WAT means Westfield America Management Limited ABN 66 072 780 619 as trustee and responsible entity of the Westfield America Trust.

WAT Unit has the meaning given to the term Unit in the Westfield America Trust Constitution

Westfield America Trust means the managed investment scheme styled "Westfield America Trust" (ARSN 092 058 449) constituted under the Westfield America Trust Constitution

Westfield America Trust Constitution means the trust deed dated 28 March 1996 constituting the Westfield America Trust, as amended or supplemented from time to time.

Westfield Group means the Group Entities and each of their controlled entities (as determined in accordance with generally accepted Australian accounting standards from time to time).

Westfield Trust means the managed investment scheme styled "Westfield Trust" (ARSN 090 849 746) constituted under the Westfield Trust Constitution.

Westfield Trust Constitution means the trust deed dated 1 April 1982 constituting the Westfield Trust, as amended or supplemented from time to time.

WHL means Westfield Holdings Limited ABN 66 001 671 496.

WHL Shares means an ordinary share in the capital of WHL.

WT means Westfield Management Limited ABN 41 001 690 579 as responsible entity of the Westfield Trust.

WT Unit has the meaning given to the term Unit in the Westfield Trust Constitution.

$1.2$ Interpretation

In these Terms and Conditions unless the contrary intention appears:

$(a)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, reenactments or replacements of any of them;
the singular includes the plural and vice versa; $(b)$
the word "person" includes a firm, body corporate, an unincorporated $(c)$ association or an authority;
$(d)$ a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
a reference to any thing (including, without limitation, any amount) is a $(e)$ reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively and to each of them individually;
a reference to an Issuer who is a Trustee is a reference to that Issuer in its $(f)$ capacity as responsible entity of the Trust of which it is Trustee;
a reference to a time of day is a reference to that time in Sydney; and ${g}$
references to any issue or offer or grant to Members "as a class" or "by $(h)$ way of rights" shall be taken to be references to an issue or offer or grant to all or substantially all Members other than Members to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer.

1.3 Headings

Headings are inserted for convenience and do not affect the interpretation of these terms and conditions.

$1.4.$ Inclusive expressions

Specifying anything in these Terms and Conditions after the words "includes" or "for example" or similar expressions does not limit what else is included unless there is express wording to the contrary.

$^{\prime\prime}$ Form and title

$2.1$ Constitution of Options

Each Option is an obligation of WT constituted under the Deed Poll and $(a)$ takes the form of entries in the Option Register.
(b) Each Option is issued subject to these Terms and Conditions and in the case of an Issuer the Constitution of that Issuer.

$2.2$ Independent obligations

The obligations of WT in respect of each Option constitute separate and independent obligations which the Optionholder to whom those obligations are owed is entitled to enforce without having to join any other Optionholder or any predecessor in title of the Optionholder.

23 Price

An Option is issued at its Option Price.

2 Exercise rights

31 Exercise Period

An Option may only be exercised at any time during the Exercise Period in accordance with these Terms and Conditions. Each Option lapses and ceases to be of any effect at the end of the Exercise Period.

32 Entitlement

Subject to these Terms and Conditions, each Option entitles the Optionholder to require WT to issue to the Optionholder, and to cause each other Issuer in accordance with the Stapled provisions of that Issuer's Constitution to issue to the Optionholder, (or its nominee or nominees nominated in accordance with these Terms and Conditions) the number of Stapled Securities comprised of the Unit Components in respect of each Group Entity constituting the Exercise Property for that Option on the Exercise Date of that Option.

3.3 Exercise Property

The number of Unit Components to be issued by WT, or which WT must cause to be issued, upon exercise of an Option will subject to Condition 3.4, be calculated in accordance with the following formula:

$$ \text{UC} = \frac{A}{B} $$

where:

UC is the number of Unit Components to be issued by each Issuer;
$\mathbf{A}$ is the amount of the Exercise Price expressed as a number; and
$\mathbf{R}$ is the Strike Price as at the Exercise Date, adjusted in accordance with Condition 7, expressed as a number.

$3.4$ No fractions

$(a)$ No fraction or part of a Unit comprised in the Exercise Property which is not divisible shall be delivered or issued on exercise of an Option.
$(b)$ WT is not under any obligation to make any payment to an Optionholder, and an Optionholder is not entitled to make any deduction or withholding from the Exercise Price, in respect of any such fraction or part.
$(c)$ Any such fraction or part will be rounded down to the nearest whole multiple of a Unit.
$(d)$ If more than one Option is exercised by an Optionholder under the one Exercise Notice, the Exercise Property to be delivered and the Exercise Price payable in respect of such exercise must be calculated on the basis that all such Options are aggregated.

3.5 No partial exercise

An Option may only be exercised in whole and not in part.

Å. Procedure for Exercise

4.1 Exercise Notice

$(a)$ To exercise an Option, the Optionholder must give to WT at WT's Specified Office, by delivery or in accordance with Condition 9.1, a duly completed Exercise Notice signed by or on behalf of the Optionholder and if signed on behalf of the Optionholder together with evidence of the authority of the person or persons so signing.
$(b)$ To be effective an Exercise Notice must:
- be given to WT during the Exercise Period; ${$
- be legible and completed in English: $(2)$
- be duly completed (including as to the Regulation S Warranty $(3)$ contained in it); and
- be properly executed by or on behalf of the Optionholder. $(4)$
$(c)$ WT may rely on any signatures or evidence of authority as being correct and is not bound to make any inquiry.
$(d)$ An effective Exercise Notice, once given, is irrevocable and binds the Optionholder giving it.
An Exercise Notice is not effective until received by WT at its Specified $(e)$ Office by delivery or in accordance with Condition 9.1.
All costs and expenses incurred or caused by an ineffective Exercise $(f)$ Notice shall be for the account of the relevant Optionholder and that Optionholder indemnifies WT from and against all such costs and expenses incurred or suffered by WT.

4.2 Exercise Price Payment

To be effective an Exercise Notice must be accompanied by: $(a)$
- ${$ } } each of:
  - $(A)$ the total Exercise Price for the Options subject to the Exercise Notice payable to WT in immediately available funds including by direct transfer into the Issuer Account: $\alpha$ r
  - if the Optionholder elects the Note Redemption Election, by $(B)$ completion of the Note redemption election section of the Exercise Notice in compliance with Condition 4.2(b); or
  - $(C)$ by any combination of Condition $4.2(a)(1)(A)$ and $(B)$ which adds up to the total Exercise Price for the Options subject to the Exercise Notice: and
- an amount in immediately available funds payable to WT in respect $(2)$ of Settlement Taxes payable by WT in connection with the exercise of that Option or the delivery of Exercise Property in connection with that exercise.
If an Optionholder elects to pay the Exercise Price in whole or in part by $(b)$ utilising the Note Redemption Election:
- it may only do so in respect of one or more whole number of ${ }$ Notes; and
- $(2)$ it must, at that time, be entered on the Note Register as a Noteholder of at least the number of Notes comprised in its Note Redemption Election.
$(c)$ The Exercise Price must be paid in full and without set-off or counterclaim or deduction or withholding on any account unless such deduction or with holding is required by law.
If any deduction or withholding on any account is required by law, the $(d)$ Optionholder must pay an additional amount so that the Issuers receive an amount, after accounting for all deductions and withholdings and any Tax payable by WT in respect of that additional amount, equal to the full Exercise Price.

4.3 Settlement Taxes

An Optionholder must pay all Settlement Taxes payable on or in connection with the exercise of an Option and indemnifies WT from all such Settlement Taxes for which

WT is, or becomes, liable. This Condition 4.3 survives the exercise and settlement of an Option.

4.4 Invalid exercise

If an Exercise Notice is not effective, or by these Terms and Conditions is $(a)$ regarded as not being effective, the purported exercise of Options subject to it is invalid and of no effect. WT is not bound to (but may in its absolute discretion without notice to any person) recognise, nor act upon, an ineffective Exercise Notice.
If an Exercise Notice is, or by these Terms and Conditions is regarded as, $(b)$ ineffective. WT will notify the Optionholder within a reasonable time after WT has determined it to be ineffective.

C, Settlement

$\mathbb{F}$ 1 Settlement Date

If an Optionholder exercises an Option and complies in all respects with Condition 4 in respect of such exercise, then before 9.30am (Sydney time) on the Settlement Date, WT must:

$(a)$ issue, and cause to be issued, to the Optionholder (or its nominee or nominees nominated in accordance with these Terms and Conditions) the number of Units constituting the Exercise Property in respect of that Option; and
$(b)$ otherwise comply with, or cause to be complied with, the Constitutions and the Corporations Act in respect of that issue.

52 CHESS Securities

Units to be issued and delivered on the Settlement Date will, if listed at $(a)$ that time, be delivered in uncertificated form through the securities trading system known as the Clearing House Electronic Sub-register System operated by ASX Settlement and Transfer Corporation Pty Limited (CHESS) (or any successor licensed clearance and settlement facility applicable to the Units).
$(b)$ Units delivered through CHESS will be delivered to the account specified by an Optionholder in the Exercise Notice given by it by no later than the time required under the rules of CHESS.

53 Certificates

If, and only if, at the time settlement effected under Condition 5.1 title to Exercise Property is evidenced by certificates or other documents of title, WT must procure that such certificates or other documents of title are promptly despatched to the Optionholder (or such nominee or nominees) in accordance with written directions contained in the applicable Exercise Notice.

5.4 Listing

Promptly after the issue of any Exercise Property issued by the Issuers which is in a class of securities listed on the Australian Stock Exchange, WT shall, in accordance with the rules of the Australian Stock Exchange Limited, apply for, or cause to be applied for, and take other steps reasonably necessary to procure, the listing of that Exercise Property in that class of securities.

$\mathcal{B},\mathcal{B}$ Nominees

If an Optionholder wants any Exercise Property to be delivered by the $(a)$ Issuers upon exercise of an Option issued in the name of a nominee or nominees of the Optionholder it must complete the Nominee Election in the applicable Exercise Notice.
$(b)$ Any nomination under Condition $5.5(a)$ does not release an Optionholder from performance of its obligations.

G Status of the Exercise Property and Options

6.1 Status of Units

Each Unit Component issued upon exercise of Options will be issued as $(a)$ fully paid; and
Units issued upon exercise of Options will only be entitled to Distributions (b) calculated from and including the Distribution Period Commencement Date for the Distribution Period in which they are issued; and
Each Unit Component issued upon exercise of Options will in all other $(c)$ respects (other than rights to Distributions which shall be limited to the entitlement referred to in Condition $6.1(b)$ rank pari passu in all respects with the fully paid Unit Components on issue on the date the corresponding Units are issued.

$6.2$ Status of Options

Despite any provision in the Constitution to the contrary, but subject to $(a)$ law, Optionholders have no right to vote on any resolution in respect of a proposed or actual Trust Scheme or other merger, scheme of arrangement or similar arrangement or Issuer Reorganisation as a separate class.
$(b)$ Each Optionholder irrevocably waives any right to vote on any resolution in respect of the proposed or actual Trust Scheme or other merger, scheme of arrangement or similar arrangement or Issuer Reorganisation as a separate class.
$(c)$ No Optionholder is entitled to participate in new issues of Units without exercising the Option.

6.3 Transferability

Options are transferable in accordance with the Westfield Trust Constitution.

$\gamma$ Adjustments

$7.1$ Adjustments

The Strike Price or the Exercise Property shall be adjusted as set out in this Condition $71$

72 Consolidation etc.

If and whenever there shall be a consolidation or division of the Units the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such alteration by the following fraction:

$\overline{B}$

where:

A is the number of issued Units immediately before such alteration; and

$\mathbf{R}$ is the number of issued Units immediately after such alteration.

Such adjustment shall become effective on and from the date the consolidation or division takes effect

73 Issue by way of capitalisation

If and whenever the Issuer shall issue any Units credited as fully paid to the Members by way of capitalisation of profits or reserves (including any premium account or capital redemption reserve) other than $(1)$ any such Units issued instead of the whole or part of a cash Distribution which the Members concerned would or could otherwise have received or (2) where the Members may elect to receive a cash Distribution in lieu of Units, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such issue by the following fraction:

$\boldsymbol{A}$

$\overline{B}$

where:

A is the aggregate number of the issued Units immediately before such issue; and
$\mathbf{R}$ is the aggregate number of the issued Units immediately after such issue.

Such adjustment shall become effective on and from the date of issue of such Units.

7.4 Capital Distribution

If and whenever a Group Entity shall pay or make any Capital Distribution to the Members, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such Capital Distribution by the following fraction:

$\frac{A-B}{4}$

where:

Ā is the Current Market Price per Unit determined over the 5 dealing days immediately preceding the date of the first public announcement of the relevant Capital Distribution or, in the case of a purchase of Units, on which such Units are purchased; and
$\bf{B}$ is the portion of the Fair Market Value of the Capital Distribution attributable to one Unit, with such portion being determined by dividing the Fair Market Value of the aggregate Capital Distribution by the number of Units entitled to receive the Capital Distribution (or, in the case of a purchase of Units by or on behalf of an Issuer, by the number of Units issued and outstanding immediately prior to such purchase).

Such adjustment shall become effective on and from the date on which such Capital Distribution is made.

$7.5$ Rights issue of Units

If and whenever an Issuer shall issue Units to Members as a class by way of rights, or issue or grant to Members as a class by way of rights, options, warrants or other rights to subscribe for or purchase any Units, in each case at a price per Unit which is less than 95 per cent, of the Current Market Price per Unit determined over the 5 dealing days immediately preceding the date of the first public announcement of the terms of the issue or grant of such Units, options, warrants or other rights, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such issue or grant by the following fraction:

$$ \frac{A+B}{A+C} $$

where.

is the number of Units in issue immediately before such announcement; A
$\bf{R}$ is the number of Units which the aggregate amount (if any) payable for the Units issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of Units comprised therein would purchase at such Current Market Price per Unit; and
$\mathcal{C}$ is the number of Units issued or, as the case may be, the maximum number of Units which may be issued upon exercise of such options, warrants, or rights.

Such adjustment shall become effective on the first date on which the Units are traded ex-rights, ex-options or ex-warrants on the Australian Stock Exchange Limited.

$7.6$ Issue of other securities by way of rights

If and whenever an Issuer shall issue any securities (other than Units or options, warrants or other rights to subscribe for or purchase any Units) to Members as a class by way of rights or grant to Members as a class by way of rights any options,

warrants or other rights to subscribe for or purchase any securities (other than Units or options, warrants or other rights to subscribe for or purchase Units), the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such issue or grant by the following fraction:

$$ \frac{A-B}{A} $$

where:

Ā is the Current Market Price per Unit determined over the 5 dealing days immediately preceding the first date on which the terms of such issue or grant are publicly announced: and
$\bf{B}$ is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Unit.

Such adjustment shall become effective on the first date on which the Units are traded ex-rights, ex-options or ex-warrants on the Australian Stock Exchange Limited.

$7.7$ Issue at a discount

If and whenever an Issuer shall issue (otherwise than as mentioned in Condition 7.5) above) wholly for cash or for no consideration any Units (other than Units issued on the exercise of Options or on the exercise of any rights of conversion into, or exchange or subscription for, Units), or issue or grant (otherwise than as mentioned in Condition 7.5 above) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase any Units (other than the Options, which term shall include any further options issued pursuant to Condition 8 and consolidated and forming a single series with the Options), in each case at a price per Unit which is less than 90 per cent. of the Current Market Price per Unit determined over the 5 dealing days immediately preceding the date of the first public announcement of the terms of such issue or grant, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such issue by the following fraction:

$A + B$ $A + C$

where:

A is the number of Units in issue immediately before such announcement;
$\bf{B}$ is the number of Units which the aggregate consideration (if any) receivable for the issue of such additional Units or, as the case may be, for the Units to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Unit; and
$\mathcal{C}$ is the number of Units to be issued pursuant to such issue of such additional Units or, as the case may be, the maximum number of Units which may be issued upon exercise of such options, warrants or rights.

Such adjustment shall become effective on the date of issue of such additional Units or, as the case may be, the grant of such options, warrants or rights.

$7R$ Other issues at a discount

If and whenever an Issuer, any Subsidiary of an Issuer or (at the direction or request of or pursuant to any binding arrangements with the Issuers or any Subsidiary of an Issuer) any Issuer Associate (otherwise than as mentioned in Conditions 7.5, 7.6 or 7.7 above) shall issue wholly for eash or for no consideration any securities (other than the Options, which term shall for this purpose include any further options issued pursuant to Condition 8 and consolidated and forming a single series with the Options) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Units (or shall grant any such rights in respect of existing securities so issued) and the consideration per Unit receivable upon conversion, exchange or subscription is less than 90 per cent. of the Current Market Price per Unit determined over the 5 dealing days last preceding the date of the first public announcement of the terms of issue of such securities (or the terms of such grant), the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such issue (or grant) by the following fraction:

$$ \frac{A+B}{A+C} $$

where:

$\overline{A}$ is the number of Units in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for Units which have been issued by the Issuer for the purposes of or in connection with such issue, less the number of such Units so issued):
$\mathbf{B}$ is the number of Units which the aggregate consideration (if any) receivable for the Units to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to such securities or, as the case may be, for the Units to be issued would purchase at such Current Market Price per Unit: and
$\mathcal{C}$ is the maximum number of Units to be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Units which may be issued,

provided that if at the time of issue of the relevant securities or date of grant of such rights (the "Specified Date") such number of Units is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Condition 7.8, "C" shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such securities or, as the case may be, the grant of such rights.

$70$ Modification of rights

If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities (other than the Options and any further options issued pursuant to Condition 8 and consolidated and forming a single series therewith) as are mentioned in Condition 7.8 above (other than in accordance with the terms (including terms as to adjustment) applicable to such securities upon issue) so that following such modification the consideration per Unit receivable has been reduced and is less than 90 per cent of the Current Market Price per Unit determined over the 5 dealing days last preceding the date of the first public announcement of the proposals for such modification, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such modification by the following fraction:

$A + B$ $\overline{A} + C$

where:

A is the number of Units in issue immediately before such modification (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for Units which have been issued by the Issuer for the purposes of or in connection with such issue, less the number of such Units so issued);
$\bf{B}$ is the number of Units which the aggregate consideration (if any) receivable for the Units to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to the securities so modified would purchase at such Current Market Price per Unit or, if lower, the existing conversion, exchange or subscription price of such securities: and
$\mathcal{C}$ is the maximum number of Units which may be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such rights of subscription attached thereto at the modified conversion. exchange or subscription price or rate but giving credit in such manner as a Valuer, selected by WT shall, acting as an expert, consider appropriate for any previous adjustment under this Condition 7.9 or Condition 7.8 above,

provided that if at the time of such modification (the "Specified Date") such number of Units is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or at such other times as may be provided) then for the purposes of this Condition 7.9, "C" shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange or subscription had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

$7.10$ Offer at discount

If and whenever an Issuer, any Subsidiary of an Issuer or (at the direction or request of or pursuant to any binding arrangements with the Issuers or any Subsidiary of an Issuer) any Issuer Associate shall offer any securities in connection with which offer Members as a class are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Strike Price falls to be adjusted under Condition 7.5 above (or would fall to be so adjusted if the relevant issue or grant was at less than 90 per cent of the Current Market Price per Unit determined over the relevant 5 dealing days) or under Condition 7.6 above) the Strike Price shall be adjusted by multiplying the Strike Price in force immediately before the making of such offer by the following fraction:

$$ \frac{A-B}{A} $$

where:

A is the Current Market Price per Unit determined over the 5 dealing days immediately preceding the date on which the terms of such offer are publicly announced; and
$\mathbf{B}$ is the Fair Market Value on the date of such announcement of the portion of the relevant offer attributable to one Unit.

Such adjustment shall become effective on the first date on which the Units are traded ex-rights on the Australian Stock Exchange Limited.

$7.11$ Other dilutive effects

If WT (acting reasonably) determine that an adjustment should be made to the Strike Price as a result of one or more events or circumstances not referred to in this Condition 7 (even if the relevant event or circumstance is specifically excluded from the operation of Conditions 7.2 to 7.10 above). WT shall, at its own expense and acting reasonably, request a Valuer, selected by WT, acting as expert, to determine as soon as practicable what adjustment (if any) to the Strike Price is fair, reasonable and value neutral in respect of the Option to take account thereof and the date on which such adjustment should take effect and upon such determination, such adjustment (if any) shall be made and take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this Condition 7.11 if such Valuer is so requested to make such a determination not more than 21 days after the date on which the relevant event or circumstance arises.

7.12 Change of Control

If:

$(a)$ a Change of Control occurs; and
an Optionholder exercises an Option and the Exercise Date is within the $(b)$ Change of Control Exercise Period.

then the Strike Price shall be adjusted as set out below but in each case adjusted, if appropriate, proportionally on each adjustment of the Strike Price under Conditions 7.2 to 7.11:

Exercise Date	Strike Price
On or before 5 July 2004	$12.0357
Thereafter, but on or before 5 January 2005	$12.1785
Thereafter, but on or before 5 July 2005	$12.3571
Thereafter, but on or before 5 January 2006	$12.4999
Thereafter, but on or before 5 July 2006	$12.6428
Thereafter, but on or before 5 January 2007	$12.7857
Thereafter, but on or before 5 July 2007	$12.9642
Thereafter, but on or before 5 January 2008	$13.1071
Thereafter, but on or before 5 July 2008	$13.2499
Thereafter, but on or before the Maturity Date	$13.3928

Final Adjustment Figure $7.13$

On the Exercise Date in respect of any Option exercised, the Strike Price will, in addition to any other adjustment effected under this Condition 7, be adjusted in accordance with the following formula:

$$ ASP = SP + (AD \times \frac{D}{P}) $$

where:

ASP is the Strike Price adjusted under this Condition 7.13
$SP$ is what the Strike Price would otherwise be on that Exercise Date
AD is the aggregate amount per Unit of Distributions (other than Capital Distributions) paid by the Group Entities in respect of a Unit to Members in respect of the Distribution Period occurring immediately before the Distribution Period ending on the Distribution Period End Date occurring immediately before that Exercise Date, or, if before that Exercise Date the Group Entities have publicly announced the amount of Distribution per Unit (other than Capital Distributions) it will pay on the next occurring date for Distributions in respect of the Distribution Period ending on the Distribution Period End Date occurring immediately before that Exercise Date occurs, the amount of that publicly announced Distribution (other than Capital Distributions) per Unit;
D is the number of days from (but excluding) that Exercise Date back to (and including) the Distribution Period Commencement Date for the Distribution Period in which the Exercise Date occurs; and
$\overline{P}$ is the number of days in the Distribution Period ending on the Distribution Period End Date occurring immediately on or after that Exercise Date.

$7.14$ Overriding provision

Despite the foregoing provisions of this Condition 7, where the circumstances giving rise to any adjustment pursuant to this Condition 7 have already resulted or will result in an adjustment to the Strike Price or where the circumstances giving rise to any adjustment arise by virtue of any other circumstances which have already given or will give rise to any adjustment to the Strike Price or where more than one event which gives rise to an adjustment to the Strike Price occurs within such a short period of time that, in the reasonable opinion of WT, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be advised by a Valuer selected by WT to be in its opinion appropriate to give the intended result and provided further that, for the avoidance of doubt, the issue of Units pursuant to the exercise of Options shall not result in an adjustment to the Strike Price.

7.15 Application for certain Conditions

For the purpose of any calculation of the consideration receivable or price pursuant to Condition 7.5, 7.6, 7.7, 7.8 and 7.9, the following provisions shall apply:

the aggregate consideration receivable for Units issued for cash shall be $(a)$ the amount of such cash:
$(b)$ $(x)$ the aggregate consideration receivable for Units to be issued or otherwise made available upon the conversion or exchange of any securities shall be deemed to be the consideration received or receivable for any such securities and $(v)$ the aggregate consideration receivable for Units to be issued or otherwise made available upon the exercise of rights of subscription attached to any securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration received or receivable for such securities or, as the case may be, for such options, warrants or rights which are attributed by the Issuer to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration is so attributed the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the date of the first public announcement of the terms of issue of such securities or, as the case may be, such options, warrants or rights, plus in the case of each of $(x)$ and (v) above, the additional minimum consideration (if any) upon the conversion or exchange of such securities, or upon the exercise of such rights of subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and $(z)$ the consideration per Unit receivable upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration referred to in $(x)$ or $(y)$ above (as the case may be):
$(c)$ if the consideration determined pursuant to (a) or (b) above (or any component thereof) shall be or are expressed in currency other than Dollars it shall be converted into Dollars at such rate of exchange as may be determined in good faith by a Valuer selected by WT to be the spot rate ruling at the close of business on the date of the first public announcement of the terms of issue of such securities, divided by the number of Units to

be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate; and

in determining consideration pursuant to the above no deduction shall be $(d)$ made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting or placing or management of the issue of relevant Units or otherwise in connection therewith.

7.16 Retroactive adjustments

If the Exercise Date in relation to any Option shall be after the Record Date for any such issue, distribution, grant or offer (as the case may be) as mentioned in Condition 7.3 to 7.6 and 7.10, or any such issue as is mentioned in Condition 7.7 and 7.8 which is made to the Members or any of them, but before the relevant adjustment becomes effective under Condition 7 (such adjustment, a Retroactive Adjustment). WT shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the exercising Optionholder, in accordance with the instructions contained in the Exercise Notice (subject to any applicable exchange control or other laws or other regulations), such additional number of Units (if any) (the Additional Units) as, together with the Units issued or to be issued on exercise of the relevant Option and any fraction of a Unit not so issued, is equal to the number of Units which would have been required to be issued on exercise of such Option if the relevant adjustment to the Strike Price had in fact been made and become effective immediately after the relevant Record Date.

$7.17$ Decision of Valuer

$(a)$ A written opinion of a Valuer selected by WT in respect of any adjustment to the Strike Price effected under this Condition 7 or any other determination under these Terms and Conditions shall be conclusive and binding on WT and each Optionholder except in the case of manifest or proven error.
$(b)$ A Valuer acts as an expert only.

7.18 Strike Price adjustments

Each time the Strike Price is redetermined under this Condition 7 it must be calculated to no fewer than four decimal places with no rounding up or down. Notice of any adjustments shall be given to Optionholders in accordance with Condition 9 as soon as practicable after the determination thereof

7.19 Issuer Reorganisation and substitution

$(a)$ If an Issuer Reorganisation occurs WT may cancel all outstanding Options but only if the Continuing Entity grants to each Optionholder by execution of a deed poll or other binding arrangement an option to require the Continuing Entity to issue or deliver at the Exercise Price Equivalent Property on terms and conditions substantially the same as these Terms and Conditions.
WT may cancel Options only when the Continuing Entity complies with $(b)$ Condition 7.19(a) by notice to the Optionholders to that effect. Such notice may be given before Condition 7.19(a) is complied with but only takes

effect upon Condition $7.19(a)$ being complied with. Each Option is immediately cancelled in accordance with any such notice.

Equivalent Property means a number of securities in the Continuing Entity $(c)$ which a Valuer determines is equivalent to the Exercise Property which would have been issued to an Optionholder upon the exercise of an Option on the date such Option is cancelled.

À Further issues

WT may, from time to time, without the consent of any Optionholder issue further options having the same terms and conditions as the Options in all respects (or in all respects except for the Issue Date) so as to form a single series of Options. This Condition 8 does not limit WT's rights to issue, without the consent of any Optionholder, any other securities, including other options.

Notices $\mathbb{Q}$

$Q_{\rm i}$ 1 To the Issuer

A notice or other communication to WT in connection with a Option:

must be in writing addressed as follows: $(a)$

${ }$	to WT, to:
	Address:	24 th Floor, Westfield Towers100 William StreetSydney NSW 2011
	Facsimile:	$(02)$ 9358 7077
	Attention:	Company Secretary

or to such other address or facsimile number as may be notified by WT to the Optionholders;

is taken to be given or made, as the case may be, on the date it is received $(b)$ which:
- in the case of a facsimile is deemed to be the time indicated in a $(1)$ transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purpose of this Condition 9.1; and
- in the case of a posted letter, on the third (seventh, if posted to or $(2)$ from a place outside Australia) day after posting.

$9.2$ To Optionholders

A notice or other communication to a Optionholder in connection with an Option must be in writing and may be given in the manner set out in each Constitution as if an Optionholder was a "Member".

93 Notice of Change of Control

If a Change of Control occurs then WT shall, as soon as practicable after it occurs, notify the Optionholders of that occurrence.

Limitation of WT's liability 10

10.1 Liability of WT's limited to Trust property

WT issues Options only in its capacity as responsible entity of the Westfield Trust and in no other capacity. A liability arising under or in connection with an Option can be enforced against WT only to the extent to which it can be satisfied out of property of the Westfield Trust out of which WT is actually indemnified for the liability. This limitation of WT's liability applies despite any other provision of these Terms and Conditions (except Condition 10.3) and extends to all liabilities and obligations of WT in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to these Terms and Conditions.

$10.2 -$ Optionholders may not sue WT in its personal capacity

Optionholders may not sue WT in it is personal capacity or seek the appointment of a liquidator, administrator, receiver or similar person to WT or prove in any liquidation. administration or arrangement of or affecting WT.

10.3 Limitation does not apply if fraud, negligence or breach of duty

The provisions of this Condition 10 do not apply to any obligation or liability of WT to the extent that it is not satisfied because under the Westfield Trust Constitution or by operation of law there is a reduction in the extent of WT's indemnification out of the assets of the Westfield Trust, as a result of WT's fraud, negligence or breach of duty.

10.4 WT's liability to be limited

WT is not obliged to enter into any commitment or obligation in addition to its obligations under these Terms and Conditions, unless WT's liability is limited in a manner satisfactory to WT in its absolute discretion.

10.5 This Condition applies to entire Terms and Conditions

All of the terms, clauses and conditions of these Terms and Conditions and any other Transaction Documents are subject to this Condition 10.

11 Governing law and jurisdiction

$11.1$ Governing law

These Terms and Conditions and the Options are governed by the law in force in New South Wales.

11.2 Submission and jurisdiction

WT irrevocably and unconditionally submits to the non-exclusive $(a)$ jurisdiction of the courts of New South Wales and courts of appeal from them.
$(b)$ Each Optionholder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

Appendix 1 to Terms and Conditions

Form of Exchange Notice

Westfield Trust

2009 Options

Exercise Notice

To: Westfield Management Limited as responsible entity of the Westfield Trust [insert current Specified Office]

Date:

12 Exercise

I/We [insert name of Optionholder as it appears in the Option Register] (the Optionholder) gives you notice of exercise of linsert number of Options Options registered in my/our name.

13 Payment

$I/We$ :

enclose a bank cheque in the sum of A$[insert amount] payable to $(a)$ you;
have transferred to the Issuer Account an amount of A$* [plus $(b)$ sufficient evidence to enable Issuer to identify the payment into that $account$ ;
$(c)$ exercise the Note Redemption Election in the manner set out in paragraph 3 below,

in payment of the aggregate Exercise Price.

14 Note Redemption Election

I/We elect the Note Redemption Election in respect of [**] Notes registered in my/our names in the Note Register.

骨體 Settlement Taxes

$I/We$ :

enclose a bank cheque for A$*: $(a)$
have transferred to the Issuer Account an amount of A$* [plus $(b)$ sufficient evidence to enable Issuer to identify the payment into that account].

in payment of Settlement Taxes.

16 Nominee

We nominate:

[name] of [address] as our nominees in respect of $[**]$ Options; $(a)$
[name] of [address] as our nominee in respect of $[**]$ Options: $(b)$
$(c)$ etc.

17 Requlation S Warranty

I/We represent and agree that at the time of execution of this Exercise Notice and at settlement on the Settlement Date:

$(a)$ none of us nor the person who has the beneficial interest in the Option (each a Relevant Person), is acquiring the Units to be delivered on exchange of such Option in an offshore transaction (within the meaning of Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"):
$(b)$ each Relevant Person understands that the Units to be delivered upon exchange of such Option have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States:
each Relevant Person understands that no Issuer has registered and $(c)$ no Issuer will register under the Investment Company Act;
$(d)$ each Relevant Person understands that the Units may not be offered, sold, pledged or otherwise transferred except in compliance with the Securities Act and other applicable law and only in an offshore transaction in accordance with Rule 903 or 904 of Regulation S; and
$(e)$ each Relevant Person will not deposit or cause to be deposited any of such Units to be issued upon exercise of the Option in any unrestricted depositary receipt facility established or maintained by a depositary bank in the United States.

No Units to be issued upon exchange of the Option will be delivered to a holder of Options or a beneficial interest herein unless such holder satisfies the foregoing conditions.

Details of CHESS Accounts 18

[Insert relevant details]

19 Constitution

I/We agree that upon issue of the Units I/We will be bound by, and will comply in all respects with, the Constitution of each Issuer.

20 Interpretation

In this notice words and expressions defined in the Terms and Conditions annexed to the Deed Poll dated [**] 2004 executed by Westfield Management Limited (ABN 41 001 670 579) as responsible entity of the Westfield Trust (ARSN 090 849 746) and entitled "Westfield Trust 2009 Option Terms -Deed Poll".

Signed:

[Name of signatory] By:

for [name of Optionholder]

By:

[Name – evidence of authority to sign for the Optionholder must be included]

AI assistant

SCENTRE GROUP TRUST 1 — Capital/Financing Update 2004

65757_rns_2004-06-29_d27aa427-a776-47b2-9cfa-09899ccf7107.pdf

RE: WESTFIELD TRUST (ASX:WFT) DISCLOSURE DOCUMENT: DEUTSCHE BANK AG

Prospectus and Product Disclosure Statement in connection with Westfield Trust 2009 Options

WFT OPTIONS PROSPECTUS AND PRODUCT DISCLOSURE STATEMENT

EXPLANATORY MEMORANDUM

INVESTMENT DECISIONS

REGIILATORY INFORMATION

DEFINED TERMS

RESTRICTIONS ON DISTRIBUTION

CONTENTS

$\overline{1}$ Amendments to the terms of the WFT Options

Background $1.1$

$1.2$ Overview of amendments to WFT Options

$1.3$ The issue of Westfield Shares and WFA Units on exercise of Amended WFT Options

$1.4$ Summary of Terms of Issue of the Amended WFT Options

Westfield Group.

$1.5$ Summary of Issuer Reorganisation Implementation Deed

Amendments to WFT Options

Warranties and Indemnities

Restrictions on transfer of the Amended WFT Options

$\overline{2}$ Australian taxation considerations

$2.1$ Introduction

$2.2$ Australian Taxation of WFT Options

$2.3$ Australian Taxation of Stapled Securities (acquired upon exercise of WFT Option)

$2.4$ Goods and Services Tax ("GST")

$\overline{3}$ Additional information

$3.1$ Cross-referencing to Explanatory Memorandum

$3.2$ Further additional information

ASX waivers

ASIC relief

Directors interests

$3.3$ Consents and disclaimers

$\overline{4}$ Glossary

Annexure - Terms of Issue of the Amended WFT Options

4 Introduction

1.1 Definitions

Change of Control means, at any time:

Constitution means:

Issuer Associate means:

Issuer Reorganisation means:

$1.2$ Interpretation

1.3 Headings

$1.4.$ Inclusive expressions

$^{\prime\prime}$ Form and title

$2.1$ Constitution of Options

$2.2$ Independent obligations

23 Price

2 Exercise rights

31 Exercise Period

32 Entitlement

3.3 Exercise Property

$3.4$ No fractions

3.5 No partial exercise

Å. Procedure for Exercise

4.1 Exercise Notice

4.2 Exercise Price Payment

4.3 Settlement Taxes

4.4 Invalid exercise

C, Settlement

$\mathbb{F}$ 1 Settlement Date

52 CHESS Securities

53 Certificates

5.4 Listing

$\mathcal{B},\mathcal{B}$ Nominees

G Status of the Exercise Property and Options

6.1 Status of Units

$6.2$ Status of Options

6.3 Transferability

$\gamma$ Adjustments

$7.1$ Adjustments

72 Consolidation etc.

73 Issue by way of capitalisation

7.4 Capital Distribution

$7.5$ Rights issue of Units

$7.6$ Issue of other securities by way of rights

$7.7$ Issue at a discount

$7R$ Other issues at a discount

$70$ Modification of rights

SCENTRE GROUP TRUST 1 Capital/Financing Update 2004