SCENTRE GROUP TRUST 1 — Major Shareholding Notification 2003

Jul 1, 2003

2 July 2003

Westfield Management Limited

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

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

The Manager Company Announcements Office Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

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

Dear Sirs

SUBSTANTIAL HOLDER NOTICE - AMP SHOPPING CENTRE TRUST

Attached is a Form 604 – Notice of Change of Interests of Substantial Holder – given to AMP Shopping Centre Trust.

The notice is given on behalf of the Westfield Holdings Group and certain AMP companies, namely AMP Life Limited, AMP Henderson Global Investors Limited, AMP Pacific Fair Pty Limited and AMP Macquarie Pty Limited ("AMP Co-owners"), at the request, and with the authorisation, of those companies. This arrangement is for convenience having regard to the relatively small relevant interest of the AMP Co-owners in ART and the fact that, by virtue of the association described in the form 604 given by the Westfield Holdings Group on 28 May 2003, the voting power of the AMP Co-owners is affected by the changes in relevant interests of the Westfield Holdings Group.

Yours faithfully Westfield Management Limited Responsible Entity of Westfield Trust

Simon Tuxen Company Secretary

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder
To Company Name/Scheme	AMP SHOPPING CENTRE TRUST
ACN/ARSN	ARSN (087 393 397)
Details of substantial holder (1)1.
Company Name	WESTFIELD MANAGEMENT LIMITED (ACN 001 670 579) (AS RESPONSIBLEENTITY OF WESTFIELD TRUST) AND THE ENTITIES LISTED IN ANNEXURE A"WESTFIELD HOLDINGS GROUP") AND AMP LIFE LIMITED (ACN 079 300379), AMP HENDERSON GLOBAL INVESTORS LIMITED (ACN 001 777 591),AMP PACIFIC FAIR PTY LIMITED (ACN 103 734 890), AMP MACQUARIEIMITED (ACN 103 734 890) ("AMP COOWNERS")
ACN/ARSN (if applicable)	See above
There was a change in the interests of thesubstantial holder on	1 July 2003
The previous notice was given to the company on	1 July 2003
The previous notice was dated	1 July 2003

2 Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of	Previous notice		Present notice
securities(4)	Person's votes	Votingpower $(5)$	Person's votes	Votingpower(5)
Ordunits	696.049.813Includes the relevant interests of theWestfield Holdings Group in695,533,848 ordinary units (see 4below) plus the relevant interests of theAMP Co-owners in certain ordinaryunits (by reason of the associationdescribed in the notice dated 28 May2003 by Westfield ManagementLimited).	85.84%	705.330.044Includes the relevant interests of theWestfield Holdings Group in704,814,079 ordinary units (see 4below) plus the relevant interests of theAMP Co-owners in certain ordinaryunits (by reason of the associationdescribed in the notice dated 28 May2003 by Westfield ManagementLimited	86.99%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a refevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last requested to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevantinterestchanged	Nature ofchange (6)	Consideration givenin relation tochange (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
See Annexure"B"	Parliy PtyLimited and allother membersof the WestfieldHoldings Group	Acceptances ofOffer dated 10June 2003made underParliv Pty Ltd'soff-markettakeover bid	See Annexure "C"	3,246,338ordinary units	3.246,338
See Annexure"B"	Parliy PtyLimited and allother membersof the WestfieldHoldings Group	Acceptances ofOffer dated 10June 2003made underParliv Pty Ltd'soff-markettakeover bid	See Annexure "C"	33,893 OrdinaryUnits with ASXcode ARTN	33.893
1 July 2003	All members ofthe WestfieldHoldinas Groun-	Purchase byPartiv Pty Ltdon ASX	$1.74 per unit	6,000,000Ordinary Units	6,000,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevant	Registeredholder of	Person entitledto be registered	Nature of relevant interest (6)	Class andnumber of	Person's votes
interest	securities	as holder (8)		securities
Parliv PtyLimited	Parliv PtvLimited	Parliv PtvLimited	Relevant interest under section608(1) of the Corporations Act2001 (Cth) as the holder ofordinary units.	637,020,676Ordinary units	637,020,676
All othermembers ofthe WestfieldHoldingsGroup	Parliv PtyLimited	Parliv PtyLimited	Relevant interest under section608(3) of the Corporations Act2001 (Cth).	637,020,676Ordinary units	637,020,676
Parliv PtyLimited	Parliv PtvLimited	Parliv PtyLimited	Relevant interest under section608(1) of the Corporations Act2001 (Cth) as the holder ofordinary units.	5.839.058Ordinary unitswith ASXcode ARTN	5,839.058
All othermembers ofthe WestfieldHoldingsGroup	Parliv PtyLimited	Parliv PtyLimited	Relevant interest under section608(3) of the Corporations Act2001 (Cth).	5,839,058Ordinary unitswith ASXcode ARTN	5,839,058
Parliv PtyLimited	Unknown -variousholdersacceptingthe offerdated 10June 2003made underPariw PtyLimited's off-markettakeover bid(seeAnnexure"C")	$Unknown -$various holdersaccepting theoffer dated 10June 2003 madeunder Parliv PtvLimited's off-market takeoverbid (seeAnnexure "C")	Relevant interest under section608(8) of the Corporations Act2001 (Cth) pursuant toacceptances of offer dated 10June 2003 made under ParlivPty Limited's off-markettakeover bid (see Annexure"C")	52,788,671ordinary units	52,788.671
All othermembers ofthe WestfieldHoldingsGroup	Unknown -variousholdersacceptingthe offer	Unknown-various holdersaccepting theoffer dated 10June 2003 made	Relevant interest under section608(3) of the Corporations Act2001 (Cth).	52,788,671ordinary units	52,788,671

Parliv Pty	dated 10June 2003made underParliv PtyLimited's off-markettakeover bid(seeAnnexure"C")Unknown -	under Parliv PtyLimited's off-market takeoverbid (seeAnnexure "C")Unknown –	Relevant interest under section	3,165,674	3,165,674
Limited	variousholdersacceptingthe offerdated 10June 2003made underParliv PtyLimited's off-markettakeover bid(seeAnnexure"C")	various holdersaccepting theoffer dated 10June 2003 madeunder Parliv PtyLimited's off-market takeoverbid (seeAnnexure "C")	608(8) of the Corporations Act2001 (Cth) pursuant toacceptances ofoffer dated 10June 2003 made under ParlivPty Limited's off-markettakeover bid (see Annexure"C")	ordinary unitswith ASXcode ARTN
All othermembers ofthe WestfieldHoldingsGroup	Unknown -variousholdersacceptingthe offerdated 10June 2003made underParliv PtyLimited's off-markettakeover bid(seeAnnexure$°C$ 1 )	Unknown-various holdersaccepting theoffer dated 10June 2003 madeunder Parliv PtyLimited's off-market takeoverbid (seeAnnexure "C")	Relevant interest under section608(3) of the Corporations Act2001 (Cth).	3,165,674ordinary unitswith ASXcode ARTN	3,165,674
Parliv PtyLimited	Unknown-sellers onASX	Parliv PtyLimited	Person entitled to be registeredas the holder of the units	6,000,000Ordinary unis	6,000,000
All othermembers ofthe WestfieldHoldingsGroup	Unknown -sellers onASX	Parliy PtyLimited	Relevant interest under section608(3) of the Corporations Act2001 (Cth).	6,000,000Ordinary unis	6,000,000
AMP LifeLimited	AMP LifeLimited	AMP Life Limited	AMP Life is entitled to be theregistered of the class andnumber of securities listedbeside its name.	304,022ordinary units	304,022
AMPHendersonGlobalInvestorsLimited('AMP-HGI')	CogentNomineesPty Limited	CogentNominees PtyLimited	AMP-HGI, in its capacity as theinvestment manager for thepersons or trusts listed besideits name, has the power tocontrol voting and/or thedisposal of securities.	211,943ordinary units	211,943

5. Changes in association

The persons who have become associates $(2)$ of, ceased to be associates of, or have changed the nature of their association $(9)$ with, the substantial holder in relation to voting interests in the company or scheme are

- 2.andapolicable)f 11∽Nм. AUN/A™неمتد.	associationNatureΩF

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Each of the members of the Westfield	Level 24, 100 William Street, Sydney NSW 2011
Holdinas Group
AMP Life Limited. AMP Henderson GlobalInvestors Limited, AMP Pacific Fair Pty	33 Alfred Street, Sydney NSW 2000
Limited and AMP Macquarie Pty Limited
Cogent Nominees Pty Limited	Level 6, 60 Castlereagh Street, Sydney NSW 2000

Signature

print name	SIMON TUXEN		capacity COMPANY SECRETARY
sign here		date	2 July 2003

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related refevant interests (eg, A corporation and its related corporations, or the manager and trustee of an equity trust), the names could be induded in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• (2) See the definition of "associates" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations act 2001.
• $(4)$ The voling shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection $(a)$ 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, ogether with a written statement certifying this contract, scheme or arrangement; and
  • $(b)$ any qualification of the power of a person to exercise, control the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was ${7}$ acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Annexure A

This is Annexure A of 3 pages referred to in the Form 604 Notice of change of interests of substantial shareholder signed by me and dated 2 July 2003.

Simon Tuxen

Company Secretary Westfield Management Limited Responsible Entity of Westfield Trust

1. Details of Westfield Holdings Group:

Entities incorporated in Australia

Adurant Pty Limited ACN 003 155 628 Alphen Pty Limited ACN 052 136 348 Annsa Pty Ltd ACN 093 890 236 Bobian Pty Limited ACN 100 435 578 Cavemont Pty Limited ACN 090 008 601 Croissy Pty Ltd ACN 002 863 523 Gaural Pty Ltd ACN 003 101 924 Greissen Limited ACN 003 293 534 Lourens Pty Limited ACN 076 681 797 Lycus Pty Limited ACN 002 253 161 Marchet Limited ACN 008 625 250 Mitcec Limited ACN 093 642 865 Nauthiz Pty Ltd ACN 003 087 661 Orta Pty Limited ACN 008 617 810 Parliv Pty Limited ACN 056 002 558 Regional Shopping Centre Nominees Pty Limited ACN 050 044 785 Risemond Pty Limited ACN 093 719 852 Samel Pty Limited ACN 008 620 586 Titania Services Pty Ltd ACN 010 746 273 Tunini Pty Limited (In Liquidation) ACN 003 152 305 Variscite Pty Ltd ACN 003 089 905 Westfield Alliances (NZ) Pty Limited ACN 100 759 126 Westfield Alliances Carindale Pty Limited ACN 098 563 252 Westfield Alliances Pty Limited ACN 098 357 521 Westfield America Management Limited ACN 072 780 619 Westfield American Investments Pty Limited ACN 003 161 475 Westfield Capital Assets Pty Limited ACN 003 146 307 Westfield Capital Corporation Finance Pty Limited ACN 003 077 816 Westfield Capital Corporation Limited ACN 008 589 384 Westfield Capital Financial Services Limited ACN 008 618 166 Westfield Custodian Pty Limited ACN 098 698 652 Westfield Design and Construction Pty Limited ACN 000 267 265 Westfield Developments Pty Ltd ACN 001 134 676 Westfield European Investments Pty Ltd ACN 003 727 651 Westfield Funds Management Limited ACN 003 613 410 Westfield Holdings Limited ACN 001 671 496 Westfield Internet Shoppingtown Pty Limited ACN 078 618 201 Westfield Limited ACN 000 317 279 Westfield Management Limited ACN 001 670 579 Westfield No. 1 Pty Limited ACN 098 357 558 Westfield No. 4 Pty Limited ACN 100 458 437 Westfield Projects (Australia) Limited ACN 008 598 409 Westfield Promotion Fund Management Pty Ltd ACN 011 047 215 Westfield Queensland Pty Limited ACN 004 855 878 Westfield RSCF Management Limited ACN 050 054 245 Westfield Services Pty Limited ACN 002 861 690 Westfield Shopping Centre Management Co Pty Limited ACN 000 712 710 Westfield Shopping Centre Management Co (ACT) Pty Limited ACN 008 612 002 Westfield Shopping Centre Management Co (Qld) Pty Limited ACN 010 310 059 Westfield Shopping Centre Management Co (SA) Pty Ltd ACN 008 139 580 Westfield Shopping Centre Management Co (Vic) Pty Limited ACN 007 280 908 Westfield Shoppingtown Carousel Pty Ltd ACN 060 037 621 Westfield US Investments Pty Limited ACN 062 325 786 Westfield (Parramatta) Pty Ltd ACN 000 856 682 WestUS Pty Limited ACN 008 588 458 Woodfield Pty Ltd ACN 001 134 685 WRS Pty Ltd ACN 070 100 793 Zed Investments Pty Limited ACN 003 713 362

Entities incorporated in the United Kingdom

Broadmarsh Retail General Partner Limited Fox Retail General Partner Limited Westfield Shoppingtowns Limited Westfield UK General Partner Limited Westfield UK (Nominee) Limited

Entities incorporated in Jersey

Westfield Management Jersey Limited Westfield Management Jersey (Nominee) Limited

Entities incorporated in the United States

WCMI (Texas), Inc. Westfield Benefit, Inc. Westfield Concession Management, Inc. Westfield Corporation, Inc. Westfield Gift Card Management, Inc. Westfield Project Management Corporation, Inc. Westfield Services, Inc. Westfield Management Acquisition, Inc. Westland Realty, Inc.

Entities incorporated in New Zealand

Westfield Properties (New Zealand) Limited Westfield Leasing (NZ) Limited Westfield Shopping Centre Management Co (NZ) Limited Westfield (New Zealand) Limited

Entities incorporated in Malaysia

Westasia Malls Sdn Bhd Westfield Shoppingtowns Corporation Sdn Bhd

Entities incorporated in Luxembourg

Darmor SA

Annexure B

This is Annexure B of 1 page referred to in the Form 604 Notice of change of interests of substantial shareholder signed by me and dated 2 July 2003.

Simon Tuxen

Company Secretary Westfield Management Limited Responsible Entity of Westfield Trust

Acceptance of Offer dated 10 June made under Parliv Pty Limited's off-market takeover bid (see Annexure "C")

	Date of change Class and number of securities affected	Person's votes affected
l 1 July 2003 -	3,246,338 Ordinary Units	3.246.338
1 July 2003	33,893 Ordinary Units with ASX code ARTN	33.893

Annexure C

This is Annexure C of 1 page referred to in the Form 604 Notice of change of interests of substantial shareholder signed by me and dated 2 July 2003.

The terms of the offer are set out in Section 1 (Formal Terms of the Offer) of the Bidder's Statement dated 2 June 2003 (incorporating the first supplementary bidder's statement dated 5 June 2003) which was attached to the Form 604 Notice of change of interests of substantial shareholder dated 19 June 2003, which also annexed the notice dated 10 June 2003 declaring the offers unconditional.

The consideration under the takeover bid is set out in section 1.3 of the Formal Terms of the Offer

Simon Tuxen

Company Secretary Westfield Management Limited Responsible Entity of Westfield Trust