Centro Property Syndicate PROSPECTUS

Roselands Property Trust & Roselands Holdings Trust

Manager - CPT Manager Limited ACN 054 494 307 Adviser & Underwriter Directory

Manager Trustee of RPT and RHT CPT Manager Limited Trust Company of Australia Limited ACN 054 494 307 ACN 004 027 749 Level 1 151 Rathdowne Street 372 Wellington Road Carlton VIC 3053 Mulgrave VIC 3170 Centro Investigating Accountant & Tax Adviser Centro Properties Limited PricewaterhouseCoopers Securities Ltd ACN 006 378 369 ACN 003 311 617 Level 1 333 Collins Street 372 Wellington Road Melbourne VIC 3000 Mulgrave VIC 3170 Directors of Centro and Registry the Manager Coopers & Lybrand Securities Brian Healey Registration Services Andrew Scott Locked Bag A14 Graham Goldie Sydney South NSW 1232 David Graham Tel: (02) 8266 2111 Laurie Wilson Fax: (02) 9261 8489 Adviser & Underwriter Warburg Dillon Read Australia Limited ACN 008 582 705 Level 25 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

This prospectus is dated 3 July 1998 and was lodged with the Australian Securities Commission (“ASC”) on 6 July 1998. The ASC takes no responsibility for the contents of this prospectus or the merits of the investment to which this prospectus relates. Other than the issuing of Centro Stapled Securities on conversion of units pursuant to the terms and conditions on which the units are issued, no securities will be allotted or issued on the basis of this prospectus later than 12 months after the date of the issue of this prospectus. None of the Trustee, the Manager, Centro Properties Group or Commonwealth Bank nor their associates or directors guarantees the success of the Trusts, the repayment of capital or any particular rate of capital or income return. This prospectus contains important information and you should read it carefully. If you have any questions, please contact the Manager, your stockbroker or professional adviser. This prospectus is issued by CPT Manager Limited (as Manager of the Roselands Property Trust and the Roselands Holdings Trust) and (in relation to Section 13 only) Centro Properties Limited. Neither Trust Company of Australia Limited nor Commonwealth Bank has authorised or caused the issue of this prospectus. Accordingly, neither Trust Company of Australia Limited nor Commonwealth Bank makes any representation regarding, and takes no responsibility for, any statements in, or omissions from, this prospectus. 1 Contents

Letter from the Manager 3 Directors of the Manager 4 1. The Investment Opportunity 5 2. Roselands Shopping Centre 13 3. Financial Information 31 4. Roselands Property Trust: Details of the Offer 39 5. Roselands Property Trust: How to Invest 43 6. Roselands Holdings Trust: Details of the Offer 44 7. Roselands Holdings Trust: How to Invest 45 8. Information for Investors 46 9. Investment Risks 49 10. Summary of Valuer’s Report 52 11. Investigating Accountant’s Report 56 12. Taxation Information 59 13. The Manager and Centro 65 14. Additional Information 71 15. Signatures and Directors’ Statement 95 16. Glossary of Terms 96

Timetable Offer opens 15 July 1998 Offer closes 15 September 1998

Prior to the Closing Date, the Manager may advise applicants that applications are no longer being received, accordingly investors are encouraged to submit their applications as soon as possible.

2 Letter from the Manager

Dear Investor, We are pleased to offer investors the opportunity to participate in the ownership of a 50 per cent interest in Roselands Shopping Centre (“Roselands” or the “Property”), by investing in the Roselands Property Trust (“RPT”). RPT owns a 50 per cent interest in Roselands Investment Trust (“RIT”), the owner of Roselands. The other 50 per cent interest in RIT is held by Centro Property Trust, a member of the Centro Properties Group, a substantial Australian listed property group with a market capitalisation in excess of $400 million. Roselands is a regional shopping centre located in the south-western Sydney suburb of Roselands in the Canterbury municipality. The Property has several major tenants including Grace Bros, Target, Coles, Franklins and a range of national specialty retailers. The major tenancies are on long term leases, with an average expiry of 19.1 years representing 22 per cent of the Property’s current base income. RPT’s forecast distributions are estimated to provide an initial annualised return on equity of 10.0 per cent for the period to 30 June 1999, rising to 12.4 per cent by 30 June 2004. These forecasts must be read in conjunction with the investment assumptions and risk factors set out in Sections 3 and 9 of this prospectus. The income yield of this investment, and the stable income stream of regional shopping centres, are seen as attractive in the current environment of low inflation and interest rates. Further, the Property offers redevelopment opportunities which will be explored by the Manager. RPT is not listed and there is unlikely to be a secondary market for RPT units. Accordingly, you should view this as a long term investment. RPT will terminate after six years, at which time investors will be able to sell (or “put”) their units to Centro at the unit value at that time. If any units are put, Centro may buy (or “call”) all investors’ units at the same price. The consideration will be paid, at Centro’s election, in cash, in Centro Stapled Securities or any combination thereof. Otherwise, RPT’s interest in Roselands will be sold and the net proceeds distributed to investors. Full details of these arrangements are contained in this prospectus. The investment opportunity offers investors the key benefits of: • exposure to a regional shopping centre located in a major Australian retail catchment; • stability of income stream derived from a mix of multiple major tenants on long term leases and national specialty retailers; • participation in any long term capital growth of Roselands; • half yearly income distributions which are forecast to be partially tax advantaged; • access to Centro’s property and asset management expertise; and • a clear exit mechanism from the investment after six years. We encourage you to participate in this opportunity, full details of which are contained in this prospectus. Yours sincerely, CPT Manager Limited

Brian Healey Chairman

3 Directors of the Manager

From left: L. Wilson, B. Healey, A. Scott, D. Graham and G. Goldie.

4 1. The Investment Opportunity

Overview This prospectus offers investors the opportunity to participate in the acquisition of a 50 per cent interest in Roselands by investing in RPT, an unlisted property trust which owns 50 per cent of RIT, the owner of Roselands. Roselands is a regional shopping centre located in Canterbury, a south-western metropolitan district of Sydney. The key attributes of this investment and Roselands include: • its long term history as a prominent Australian regional shopping centre; • anchored by long term leases to major tenants such as Grace Bros, Target, Coles and Franklins; • a strong tenancy mix including many of Australia’s national specialty retailers; • situated in a densely populated region providing an estimated total catchment of 276,000 persons with forecast population growth; • limited opportunities for further significant competition; • strong investment yield; and • investment exit mechanism after 6 years (ie 30 June 2004). Roselands is 100 per cent owned by RIT. RPT has purchased 50 per cent of the units in RIT at an effective passing property yield of approximately 8.5 per cent (ie before normal acquisition costs). The acquisition funding was initially provided by means of a fully drawn loan facility of $39.8 million provided by the Underwriter and a limited recourse secured loan facility, which was drawn down to $56.3 million, provided by the Commonwealth Bank. The terms of the loan facility and the limited recourse secured loan facility are summarised in Section 14. RPT is now raising approximately $95.1 million, of which approximately $39.8 million is to be provided by investors on application to repay the loan facility provided by the Underwriter, and approximately $55.3 million (after loan arrangement fees and other associated costs) is to be sourced by the transfer to investors of the limited recourse secured loan facility. Investors can invest in RPT or Roselands Holdings Trust (“RHT”) for those investors who do not wish to borrow in their own right (see Sections 4 and 6). Full details of the application of funds are set out on page 38. An investment made under this prospectus should be viewed as long term. There is no buy-back or redemption facility in relation to units in either RPT or RHT. Units in the Trusts are likely to be illiquid as there is unlikely to be a secondary market.

5 Roselands Shopping Centre Roselands is a regional shopping centre located in the south-western suburbs of Sydney. It is situated in a large retail catchment of approximately 276,000 persons and is anchored by many of Australia’s largest retailers. In particular, tenants include Grace Bros department store, Coles supermarket, Target discount department store and Franklins supermarket, and a broad mix of national specialty retailers. Majors and national specialty tenants underpin 64 per cent of the Property’s current gross income.

6 The Property’s annual sales turnover to April, 1998 was $228.4 million comprised as follows: Property’s Annual Sales Turnover

Specialty Tenants $100.9m 44%

Major Tenants $127.5m 56%

Roselands was one of Australia’s first regional shopping centres when constructed in the 1960’s and has been refurbished and extended a number of times since, the last being in 1993. The centre has shown growth in sales since 1992, as illustrated below: Moving Annual Turnover (“MAT”) to year ending April

230,000,000

225,000,000

220,000,000

215,000,000

210,000,000

205,000,000

Moving Annual Turnover ("MAT") Turnover Annual Moving 200,000,000

195,000,000 1992 1993 1994 19951996 1997 1998

The Manager believes that Roselands may increase in value if: • sales turnover of the major and specialty tenants continues to increase; • operating expenses of the Property are reduced in real terms; • the general retail property market and in particular the Canterbury retail property market improves; • demand for retail properties exhibiting stable income streams increases; and • the potential for future expansion of the Property is realised.

7 Financial Forecasts The following table summarises the distribution forecasts of RPT for the 9.5 month investment period ending 30 June 1999 and for each successive year up to 30 June 2004.

9.5 months 12 months 12 months 12 months 12 months 12 months to 30 June to 30 June to 30 June to 30 June to 30 June to 30 June 1999 2000 2001 2002 2003 2004 Net distribution (cents per unit) 7.91 10.45 10.70 11.20 11.70 12.41 Return on equity subscribed (1) 10.00% 10.45% 10.70% 11.20% 11.70% 12.41% Tax advantaged % 32% 27% 32% 29% 26% 20% Estimated Management Expense Ratio (2) (%) 0.18% (3) 0.28% 0.67% 0.67% 0.67% 0.67%

(1) Annualised return on equity subscribed from the Closing Date. Units allotted prior to the Closing Date will not be entitled to a higher distribution. Investors whose unit;s are allotted prior to the Closing Date will be entitled to interest at a rate of 10.0 per cent per annum between the date of allotment and the Closing Date, paid by the Underwriter. (2) Management expense ratio includes Manager’s and Trustee’s fees and all other expenses (excluding interest) incurred by investors in RPT and RHT. (3) Annualised and including capitalised management expenses.

Subscriptions Received Prior to Closing Date The offer will close on 15 September 1998. Subject to the Manager’s right to allot less than the number of units applied for, or to decline any application, units will be allotted shortly after the receipt of subscriptions. Investors waive the right to receive notice of allotment. If undersubscribed, the Underwriter will subscribe for any shortfall, on 15 September 1998. All units allotted will receive the same net distribution entitlement. As investors subscribe for units in RPT, units will be allotted and the Underwriters loan facility will be repaid. The total contribution of $2.41 per RPT unit comprises $1.00 in cash paid by investors and approximately $1.41 being the transfer to the investor of principal borrowed by RPT from the Commonwealth Bank of which approximately $0.03 represents associated loan arrangement costs. The loan has been arranged on investors’ behalf by Centro Syndication Finance Pty Ltd (“CSF”). The transfer to the investors of debt borrowed from the Commonwealth Bank will occur on or around 15 September 1998. The associated loan arrangement costs can be claimed as a tax deduction by investors in equal instalments over the term of the loan. The Underwriter will pay investors interest at a rate of 10.0 per cent per annum, on equity funds received where units have been allotted. This interest will be payable during the period between the date of allotment of the units and 15 September 1998.

8 Exit Mechanism An investment made under this prospectus should be viewed as long term. Units in RPT and RHT are likely to be illiquid as it is unlikely there will be a secondary market for units. RPT and RHT will terminate after six years (unless all Unitholders otherwise agree). After six years, the following exit mechanism will apply:

Investors’ Put Option In August 2004, investors will have the ability to sell their units in RPT or RHT to Centro at the then current unit value. This value could be higher or lower than the initial price of the units. Centro, or its nominee(s), may choose, at Centro’s election, to pay for those units with either cash, Centro Stapled Securities (at a 0.5 per cent discount to market value) or any combination thereof. If Centro chooses to pay by the issue of Centro Stapled Securities to investors, the market price of those Centro Stapled Securities will be based on the average ASX market price of Centro Stapled Securities (adjusted for distribution differences) over a 10 day period prior to payment and application will be made for their quotation on the Australian Stock Exchange Limited (“ASX”) within 3 business days after the date of allotment or issue. Investors should note this put option may not be exercised by investors if the Bank is entitled to call for immediate repayment of the Loan. The circumstances in which the Bank could be so entitled are set out in the summary of the Loan in Section 14.

Centro Call Option If any RPT or RHT units are put by investors to Centro, at the same date (ie August 2004) Centro may require that all investors sell all of their RPT or RHT units on the same basis. A detailed description of the Exit Mechanism is set out in Section 14. Further information about Centro Stapled Securities and Centro Properties Group is set out in Section 13. Investors should be aware that Centro may exercise its “call” option based upon the current unit value at the time of exercise. This value could be higher or lower than the initial price of the units.

9 Termination If Centro does not acquire all of the RPT and RHT units held by investors as described above, RPT’s 50 per cent holding in RIT will be offered for sale on the market for three months. Investors should note that under the Joint Venture Agreement between RPT and Centro Properties Group (summarised in Section 14), the Centro Properties Group (as holder of the other 50 per cent holding in RIT) has a pre-emptive right to match any offer received from a third party. If no offer is received within the three month selling period, Centro has the right to purchase RPT’s 50 per cent holding in RIT based on the June 2004 valuation of the Property. If Centro does not do so, the 50 per cent holding will continue to be marketed until sold. The net proceeds (after allowing for expenses and repayment of the Loan) will be distributed to investors in proportion to their unitholdings.

10 Participation by Investors Investors can participate in two ways as shown in the diagram below:

Limited recourse loan Investors OR Investors through Centro Syndication > Finance Pty Ltd >

Limited recourse loan

Bank Roselands Holding > through Centro Syndication > Finance Pty Ltd Trust (RHT)

First ranking fixed and > > floating charge over assets Centro Roselands Property Trust (RPT) and undertakings Properties Group

50% Ownership 50% Ownership > >

Roselands Investment Trust

100% Ownership >

Roselands Shopping Centre

The RPT Offer (see Section 4) Investors may invest directly in RPT and leverage their investment by assumption of the limited recourse secured Loan provided by the Commonwealth Bank to RPT to finance the acquisition of RPT’s 50 per cent holding in RIT, associated acquisition and establishment costs and expenses and, to the extent of any principal repayment, the payment of distributions to investors. The cost of acquiring each RPT unit is $2.41. Of this amount, investors need only contribute $1.00 per unit on application. The balance of the cost (being $1.41 per RPT unit) will be funded by transfer to the investor of a proportion of the Loan. The Bank’s recourse in the event of a default on the Loan is limited to the assets of RPT including RPT’s share of RIT and any moneys of RPT to which the investors are entitled. This means each investor is not at risk for any more than the amount paid on application (being $1.00 per unit) and any moneys of RPT to which the investor is entitled. Investors in RPT are deemed to have accepted transfer of the Loan and related establishment costs, which has been arranged for them, by providing the application form and power of attorney. Interest on the Loan will be paid by the Trustee out of investors’ entitlements to income and any capital distributions. The minimum investment in RPT is 10,000 units and the minimum amount of cash payable by investors on application is $10,000. The Loan amount arising from an investor’s subscription of 10,000 units in RPT is $14,100 which includes associated borrowing costs of $263.

11 The RHT Offer (see Section 6) RHT has been established for those investors who are unable to, or who do not wish to, borrow in their own right (for example, superannuation funds). The issue price of each RHT unit is $1.00 which must be paid in full by RHT investors on application. For each RHT unit subscribed for by RHT investors, the Trustee of RHT will invest in RPT on the same terms as RPT investors and with the same level of borrowings (see above). The minimum investment in RHT is 10,000 units and the minimum amount payable by investors on application is $10,000. The Trustee may, at its absolute discretion, accept requests for conversion of investments in RPT units to investments in RHT units and vice-versa. If a request is accepted, the investors concerned will be required to pay any costs involved.

Risks Investors should be aware that there are a number of risks associated with investing in either RPT or RHT. These risks are set out in Section 9.

12 2. Roselands Shopping Centre

Overview Roselands was one of the first regional shopping centres in Australia. It is a four level, fully enclosed regional shopping centre with car parking for approximately 3,600 cars. Initial construction of the Property was completed in 1965, and since that time the centre has been refurbished or extended a number of times with the last major works occurring in 1993. The Property comprises a Grace Bros department store, Coles supermarket, Target discount department store, Franklins supermarket and approximately 151 specialty shops. Being a regional shopping centre, Roselands dominates its Primary Trade Area (“PTA”) and should continue to do so, with the existing competing centres being virtually fully developed and the potential for new major competition being limited.

13 Key Features of the Property

Gross lettable area Grace Bros 24,052m2 Target 8,135m2 Coles 4,338m2 Franklins 2,011m2 Specialty Retailers 20,126m2 Office Suites 402m2 Total 59,064m2 Car park spaces 3,600 Major tenants leases Grace Bros 30 years expiring July 2026 Target 20 years expiring July 2016 Coles 18 years expiring June 2014 Franklins 12.8 years expiring July 2006 Number of specialty shops 151 Leading specialty tenants Best & Less Sussan Katies Jeans West Commonwealth Bank Liquorland Lincraft Bakers Delight OPSM Just Jeans Kodak Express Sanity ANZ Tony Barlow Australia Post Tandy Electronics Suzanne Grae Wendy’s

14 Location Roselands is located within the established suburb of Roselands in the Municipality of Canterbury, approximately 14 kilometres south-west of the Sydney central business district. The region comprises densely populated residential accommodation serviced by a number of major arterial roads, including King Georges Road and the M5 Motorway which links the outer south western suburbs to the region.

NORTH SYDNEY PARRAMATTA

SYDNEY

BONDI BURWOOD

COOGEE CANTERBURY

BANKSTOWN SYDNEY AIRPORT MAROUBRA ROSELANDS SHOPPING CENTRE ROCKDALE

HURSTVILLE BOTANY BAY LA PEROUSE

N

MENAI

CRONULLA

15 Site Details The site upon which the Property and associated car parking is erected has frontages to some ten surrounding streets with the principal access being from King Georges Road. The site is irregular in shape, comprised within 14 freehold Certificates of Title and occupies 14.1 hectares.

N

King Georges Road Canterbury Road

Payten Road

Car ROSELANDS Park SHOPPING CENTRE

Bonds Road Car Park

Motorway M5

Regional Shopping Centre Trading Patterns The retail property sector comprising enclosed multi-tenanted shopping centres is classified by size and composition into regional (largest), sub-regional and neighbourhood centres. Enclosed shopping centres in suburban areas were first developed in Australia in the early 1960’s and have emerged as the most significant form of retail centre. At the end of 1996, there was some 7.8 million square metres of regional and sub-regional centre retail floor space across Australia (excluding the Northern Territory and Tasmania). Enclosed regional and sub-regional shopping centres presently attract around 28 per cent of total retail sales nationally. Shopping patterns in Australia have continued to change in recent years, with the result that an increased share of national retail sales is now being conducted in regional shopping centres. In the early 1980’s approximately 11 to 12 per cent of retail sales in Australian capital cities was expended in regional centres. Now, that market share has increased to 16 per cent and major regionals are forecast by Jebb Holland Dimasi Pty Ltd to eventually achieve market shares of 20 to 25 per cent. The reasons for further rises include changes in trading hours, centre expansion and demographic change (cash rich/time poor shoppers and an ageing population base with high discretionary spending).

16 There has been a corresponding trend to incorporate a variety of additional non-retail uses into major centres, including cinema complexes, international food courts, offices and other entertainment and leisure amenities. Coupled with extended trading hours, Jebb Holland Dimasi Pty Ltd believes that the position of the regional shopping centre in the Australian retail market will continue to strengthen. A scarcity of greenfield sites to support new regional and large sub-regional centres has contributed towards a trend of refurbishment and expansion of existing shopping centres, with future development potential becoming increasingly recognised as an important criterion for long term retail investment.

Roselands Trade Area (Source: Jebb Holland Dimasi Pty Ltd)

Primary Trade Area N CHESTER HILL Secondary Trade Area Roads Shopping Centres BIRRONG CHULLORA 1 Kilometres 3

YAGOONA CAMPSIE Sydney 14 kms BANKSTOWN LAKEMBA CONDELL PARK EARLWOOD

ROSELANDS SHOPPING CENTRE BEXLEY NORTH

REVESBY PADSTOW BEXLEY RIVERWOOD PANANIA

PENSHURST HURSTVILLE

MORTDALE SOUTH HURSTVILLE OATLEY

ILLAWONG

KAREELA MENAI BANGOR JANNALI

17 Socio Economic Profile

Population The population of the Main Trade Area (“MTA”) for Roselands in 1996 was approximately 276,000 persons. The MTA comprises a Primary Trade Area (“PTA”) from which the centre draws its strongest trade and a Secondary Trade Area (“STA”) in which it competes for market share with other regional shopping centres. Its PTA comprised 103,600 persons. For the purposes of comparison Australian regional centres have an average PTA population of 70,000 persons and an average MTA population of 204,000. Roselands comfortably exceeds those figures. A comparison of Roselands’ MTA population with Australian regional centres is shown below:

300,000 Roselands Leading Regionals Australian Regionals 250,000

200,000

150,000

100,000

50,000

0 Primary Secondary Main Trade Area

The population in the MTA has been forecast by Jebb Holland Dimasi Pty Ltd to grow at 0.5 per cent per annum from 1996 to 2001.

Population Characteristics The population of the MTA is older and less affluent than the Sydney average. Home ownership is quite high and a high proportion of the population consists of people originating from overseas particularly from Europe, Middle East, North Africa and Asia.

18 Performance

Retail Expenditure Levels Total available retail spending in the MTA is estimated to be $1,849 million in 1998 comprised as follows: Trade Area Segment

PTA Non-Food $679m $845m 37% 46%

STA Food $1,170m $1,004m 63% 54%

Total available retail expenditure in the MTA is forecast by Jebb Holland Dimasi Pty Ltd to increase to $2 billion per annum by 2006. This is a substantial retail market, particularly taking into account that Roselands is the only regional shopping centre in the MTA, although other external centres compete for part of the available market, as Roselands does in their trade areas. To June 1997, Roselands annual sales turnover was $223.2 million. After excluding non retail items (consistent with ABS definitions) the retail turnover of the centre was $219.6 million, comprised as follows: Trade Area Segment

Outside MTA Food $50.5m $85.3m 23% 39%

PTA $105.4m Non-Food STA 48% $134.3m $63.7m 61% 29%

Existing Market Share Roselands is currently achieving 9.3 per cent of the total available retail expenditure in the MTA, which is low compared to typical regional centre market shares of 16 per cent nationally. Roselands attracts 15.7 per cent market share of retail expenditure in its PTA, lower than the national average of 23 per cent. Roselands attracts 23 per cent of its business from outside its trade area which is also lower than the national average of 28 per cent.

19 These comparisons are indicative only. However, they can also be considered against the framework of MTA population for Roselands of 276,000 people compared with the average for Australian regional shopping centres of 204,000 people. The Manager believes that these figures indicate that, despite the competition, there are reasonable grounds for considering that an improved and/or redeveloped Roselands could achieve a higher market share than its current performance level.

Competition The broad area of relevance to Roselands incorporates the Local Government Areas (“LGA”) of Bankstown, Canterbury, Hurstville and Sutherland, with a combined population approaching 600,000 persons. More than one regional centre is required to serve this vast populace and those that do include Bankstown Square, Hurstville Shoppingtown, Roselands, Burwood Shoppingtown and Miranda Shoppingtown. Those competing most strongly with Roselands are Bankstown Square (4.3 km north west) and Hurstville Shoppingtown (5 km south east) both of which are similar in scale to Roselands. Together these three regional centres service the densely populated LGA’s of Bankstown, Canterbury and Hurstville comprising a population of approaching 400,000 persons. Miranda Shoppingtown (14 km south) is not in direct competition with Roselands because its trade area is mainly to the south of the Georges River. Burwood Shoppingtown (9 km north) is not a strong regional shopping centre and, at this stage, is not of strong competitive relevance. In the future, however, it is likely to be extended substantially and become more competitive with Roselands, particularly in the secondary north sector of the Roselands trade area. Both Bankstown and Hurstville are slightly larger than Roselands and they incorporate two discount department stores (“DDS”) compared to Roseland’s one, and more speciality retailers and more attractive food courts. These centres outperform Roselands, but are quite limited in terms of future development potential. In contrast, Roselands has potential to possibly broaden its offering by increasing its range of specialty shops, adding a second DDS and an attractive food court and entertainment area (possibly including cinemas). As with most trade areas there is also a level of sub-regional competition in the region, but it is not excessive. Supermarket centres in the region are relatively weak and scope exists to improve the food offer at Roselands.

20 Roselands Floor Layout Levels 3 & 4 Levels Lift Escalator Carpark Food Court Entrance Exit Level Level 2 Floor Plan 3 & 4 Floor Plan Level Level 1 Floor Plan Level

21 Tenants Tenancy Mix Roselands offers a mix of major and specialty retailers providing fresh food and grocery shopping with a blend of comparison shopping and general merchandise. The graphs below show the tenancy mix of major and specialty retailers by gross rental income and gross lettable area, as at April 1998. Contribution to Gross Rental Income Tenancy Mix by Gross Lettable Area

Major NSW Tenants Operators 22% 14% NSW National Operators Operators 36% 21%

National Major Operators Tenants 42% 65%

Tenant Income Roselands offers stable income through the major tenants and the large number of national and state retailers within the Property. The Property is not dependent on the success of any one tenant. The largest exposure is to Grace Bros Department Store which represents approximately 7.85 per cent of the Property’s current gross income. Income from the Property could potentially increase if: • CPI increases; • population, retail expenditure and sales turnover in the primary and secondary trade areas increase; and • its market share of the retail spending in the catchment increases.

22 Leases

Lease Expiry Profile The lease expiry profile of the Property is as follows:

Lease Expiry Profile by Total Gross Lettable Area

40,000 62.0%

35,000

30,000

25,000

20,000 Area m2

15,000

10,000 11.0% 5,000 7.0% 5.0% 5.0% 4.0% 2.0% 3.0% 0.5% 0.5% 0.0% 0.0% 0 Vacant 1 23 45678 91011+ Years to Expiry

Vacancies Approximately 308 square metres, representing approximately 0.5 per cent of Roselands’ total gross lettable area, is currently vacant.

23 Major Tenant Lease Terms

Grace Bros Area: 24,052 m2 Expiry: July 2026 Options on Expiry: 10 years plus 10 years Annual Base Rent: $1,312,318 Turnover Rent: 2.25% of sales $46m - $50m 2.00% of sales $50m - $70m 1.75% of sales over $70m Current MAT: $45.19 million (to April 1998) Review Mechanism: Nil

Target Area: 8,135 m2 Expiry: July 2016 Options on Expiry: 5 years plus 5 years plus 5 years Annual Base Rent: $1,050,759 Turnover Rent: 2.50% of sales over $12m Current MAT: $21.06 million (to April 1998) Review Mechanism: Reviewed at end of each 5 years to one-third of aggregate base rent and turnover rent in the previous 3 years

Coles Area: 4,338 m2 Expiry: June 2014 Option on Expiry: 5 years plus 5 years plus 5 years Annual Base Rent: $415,155 Turnover Rent: 2% x gross sales - (Base rent x 50) Current MAT: $34.97 million (to April 1998) Review Mechanism: Every 5 years to average of base rent plus turnover rent

Franklins Area: 2,011 m2 Expiry: July 2006 Option on Expiry: nil Annual Base Rent: $370,959 Turnover Rent: 1.50% of sales exceeding base rent plus outgoings Current MAT: $26.29 million (to April 1998) Review Mechanism: Reviewed to average of base rent plus turnover rent for each of the 2 years prior to 1998 and 2003.

24 Trading Performance To April 1992 the MAT for Roselands was $198 million. For the year ended April 1998 MAT was $228.4 million. These figures are evidence of the solid trading position of Roselands. Sales turnover for the major and specialty tenants for the year to April 1998 was comprised as follows: Property’s Annual Sales Turnover

Specialty Tenants $100.9m 44%

Major Tenants $127.5m 56%

In order to provide investors with an indication of the Property’s historical sales turnover performance the following table details the annual unaudited reported sales turnover to April each year from 1992.

Category 1992 1993 1994 1995 1996 1997 1998 Majors ($M) DDS/ Dept. Stores 72.4 71.0 65.6 64.9 64.2 65.7 66.2 Supermarkets 47.3 49.2 52.8 53.9 54.6 60.9 61.3 119.7 120.2 118.4 118.8 118.8 126.6 127.5 Specialties ($M) 78.3 85.8 93.8 94.5 95.7 96.7 100.9

Total ($M) 198.0 206.0 212.2 213.3 214.5 223.3 228.4

25 Customer Traffic 7.94 million persons visited the Property to the year ended April, 1998. This represents an increase of 8.4 per cent over the previous year.

Occupancy Costs In terms of occupancy costs at Roselands, gross rates for retail specialty shops including services in 1998 averaged approximately $900 per sq. metre compared with Australian regional averages of $1,047 per sq. metre and leading regional averages of around $1,200 per sq. metre. For Roselands, occupancy costs represented 13.8 per cent of turnover. This ratio compares with averages of 14.7 per cent for Australian regional centres and 15.2 per cent for leading Australian regional centres.

Occupancy Costs

15.5%

15.2%

15.0% 14.7%

14.5%

14.0% 13.8%

13.5% Roselands Australian Regional Centres Leading Australian Regional Centres Access and Parking Roselands is accessible via a number of entry and exit points. Parking for approximately 3,600 cars is provided to the Property. Roselands is used as a bus interchange by all local bus operators providing a strong source of customers to the centre.

26 Proposed Property Enhancement The Manager believes Roselands to be trading soundly at the present time. However, a number of areas have been identified which are in need of some attention. They include the following: • vehicular passage in various sections of the carpark areas is unnecessarily slow and traffic flow is therefore inefficient. The Manager proposes changes to the road pattern and the installation of roundabouts to enhance traffic flow; • upgrading of ceilings in various sections of the mall area; • render and painting of the north, south and western external facades to elevate the external appearance of the centre; • new entry statements to the Coles supermarket mall and carpark deck entries; and • various improvements to the services and structure of the centre including: • carpark lighting; • electrical systems; • carpark stormwater flow; • air handling units upgrade; and • other mechanical/hydraulic and building regulatory compliance items.

27 Within the forecasts contained in this prospectus, the Manager has included 50 per cent of the following capital expenditure to undertake these and other capital works within the centre.

1998/1999 $1,975,000 1999/2000 $2,075,000 2000/2001 $300,000 2001/2002 $300,000 2002/2003 $150,000 2003/2004 $150,000

Manager’s Strategy The Manager, as a member of the Centro Properties Group, will bring to the centre a wealth of retail management and development expertise to invigorate the centre in an endeavour to allow Roselands to increase its market share of retail expenditure in its trade area. The strategy adopted aims to improve the investment potential of the centre by undertaking a series of value adding initiatives to enhance the performance of the centre. These initiatives include the following: • the centre currently offers redevelopment and expansion opportunities as it does not provide the full range of major retailers offered by its regional competitors in Sydney. The Manager intends to utilise this issue by endeavouring to provide a hard goods Discount Department Store to complement the existing Target. This development is in the medium term and will also provide the opportunity to maximise the under-utilisation of the carpark to the south of the centre; • foodcourts are an important part of regional shopping centres and this is an exciting opportunity for Roselands. In particular, the foodcourt should be upgraded to provide added incentive for shoppers to visit the centre and stay for longer periods thereby increasing the dollar spend per customer visit; • a major trend in regional shopping centres has been the inclusion of entertainment and related opportunities. The provision of a multi-cinema complex will be investigated to improve the entertainment offer of the centre whilst maintaining the favourable recognition the centre enjoys in the market for being safe, friendly and appealing to families; • the supermarkets in the centre outperform the national averages and this presents opportunities in the food offerings. For example, Franklins wishes to expand its store to include a fresh food component. The Manager intends to further improve the current food and convenience offering in the centre to improve its primary market share; • the centre will be brought within the Centro Properties Group’s national marketing umbrella to provide more effective marketing. This should improve its market share through stronger promotion in an endeavour to improve sales for retailers; and

28 • the Manager proposes to upgrade the external façade of the centre which will elevate its appearance and project a modern and welcoming presence. Some areas of the mall and entry statements are proposed to be upgraded to improve the ambience and presentation to shoppers.

Centre Potential As set out previously, the Manager believes that returns from Roselands may be enhanced by the completion of an appropriate redevelopment. Based on an initial, and therefore preliminary review of the expansion potential of Roselands, the Manager has identified the following areas of possible redevelopment: • upgrading of the existing food court, plus the expansion of the entertainment offerings; • a more substantial extension including the addition of a new discount department store and specialty shops; and • inclusion of cinemas. Whether the Manager undertakes any or all of these, or other opportunities, is highly uncertain at this stage and contingent on a number of factors including: • the availability of planning and other relevant approvals; • appropriate discussions with existing and future tenants; and • a detailed financial analysis. Should the Manager determine that it is appropriate to undertake a redevelopment, it is likely that it would be funded through a combination of additional debt and equity. If additional equity is required, investors would be offered equity participation in the redevelopment via a rights issue at that time. The Manager would only consider undertaking a significant redevelopment if it believed the development would be in the best interests of investors. No capital expenditure or additional income from these opportunities has been included in the forecasts in this prospectus.

Potential for Capital Gains Roselands offers investors a relatively stable income stream derived from the major tenants and national specialty retailers which is forecast to be partially tax advantaged. The Property could potentially increase in value if: • sales turnover of the major and specialty tenants continues to increase; • operating expenses of the Property are reduced in real terms; • the general retail property market, and in particular the Canterbury retail property market, improves; • demand for retail properties exhibiting stable income streams increases; and • the potential for future expansion of the Property is realised.

29 30 3. Financial Information

This Section provides details of the: • forecast performance of RPT and RHT; • taxation implications for investors in RPT; • taxation implications for investors in RHT; • sources and applications of funds associated with the RPT and RHT Offers; and • an indication of possible internal rates of return to investors. The Manager’s forecasts have been adopted to provide investors with a guide to the potential future performance and distributions of the Trusts based upon the achievement of certain economic, operating, development and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. There is a consider- able degree of subjective judgement involved in the preparation of forecasts particularly where prospective financial information has been prepared in relation to financial periods several years into the future. Investors should refer to the key assumptions and accounting policies on which the fore- casts are based and the risks of investing in the Trusts (refer to Sections 3 and 9).

Forecast Distribution for RPT Set out below are the RPT forecasts for the year to 30 June 1999 and for each successive year up to 30 June 2004.

Year ending 30 June 30 June 30 June 30 June 30 June 30 June ($’000) 1999 2000 2001 2002 2003 2004 Income Net property income 7,573 7,918 8,154 8,433 8,725 9,069 Interest income 77 124 131 124 116 114 Total income 7,650 8,042 8,285 8,557 8,841 9,183 Expenses Manager’s fees - 119 501 517 534 555 Other expenses 122 139 145 150 157 163 Interest expense (1) 3,526 3,600 3,646 3,666 3,683 3,699 Total expenses 3,648 3,858 4,292 4,333 4,374 4,417 Net operating income 4,002 4,184 3,993 4,224 4,467 4,766 Transfer (to) from retained earnings (852) (22) 268 237 193 176 Distribution to unitholders 3,150 4,162 4,261 4,461 4,660 4,942 Opening retained earnings 0 852 874 606 369 176 Transfer to (from) retained earnings 852 22 (268) (237) (193) (176)

Closing retained earnings 852 874 606 369 176 0

31 Year ending 30 June 30 June 30 June 30 June 30 June 30 June ($’000) 1999 2000 2001 2002 2003 2004

Distribution (cents per unit) 7.91 10.45 10.70 11.20 11.70 12.41 Distribution yield 10.00%(2) 10.45% 10.70% 11.20% 11.70% 12.41% Estimated Management Expense Ratio(3) 0.18%(4) 0.28% 0.67% 0.67% 0.67% 0.67%

(1) Other than for the period to 15 September 1998, interest expense is an expense of investors in RPT. The expense will be met by the Trustee out of RPT distributions. (2) Annualised yield on equity subscribed from the Closing Date of the offer which is 15 September 1998. Units allotted prior to that date will not be entitled to a higher distribution. Investors whose units are allotted prior to 15 September 1998 will be entitled to interest at a rate of 10.0 per cent per annum for the period between the dates of allotment and 15 September 1998. (3) Management expense ratio includes Manager’s and Trustee fees and all other expenses (excluding interest) incurred by investors in RPT and RHT.

(4) Annualised and including capitalised management costs.

Forecast Distribution for RHT The net forecast distribution and return on equity subscribed by RHT unitholders will be identical to that forecast for RPT unitholders as set out above.

Forecast Pro Forma Balance Sheet for RPT Set out below is a forecast pro forma balance sheet of RPT as at 15 September 1998.

15 September 1998 $000’s(1) Assets 50% interest in Roselands (2) 90,250 Cash at bank - 90,250 Liabilities - Net Assets 90,250 Unitholders’ Equity Proceeds of the RPT Offer 95,067 Less: Write off of issue expenses (3) 4,817 Total Unitholders’ Equity 90,250 Number of fully paid units 39,830 NTA per fully paid unit $2.27

(1) 15 September 1998 is the expected date for transfer of the limited recourse Loan from RPT to investors. (2) Via a 50 per cent interest in RIT. Expenses total approximately $0.25 million and include acquisition costs and due diligence costs. (3) Including establishment costs, legal fees and underwriting expenses.

Assets and Liabilities of RHT The only significant asset in RHT will be RPT units. For every RHT unit issued, RHT will subscribe for one RPT unit on the same terms as other RPT investors. Other than in respect of its proportionate share of the limited recourse Loan, RHT will have no significant liabilities as at 15 September 1998.

32 Key Accounting Policies The foregoing information in this Section has been prepared in accordance with the trust deeds for RPT and RHT and Australian accounting standards. The principal policies are described below. (a) Calculation of Distributable income Distributable income is calculated on an accruals basis of accounting and includes all income derived by the trust after deducting trust expenses. All expenses of RHT, other than interest payable on the Loan, will be borne by RPT. (b) Income Tax Under current tax legislation, RPT is not liable for income tax provided unitholders are presently entitled to all the income of the trust each year. (c) Depreciation of buildings, plant and equipment and incentive amortisation RIT does not charge depreciation on buildings, plant and equipment or amortise lease incentives. The interests in building, plant and equipment are held by RIT as an investment property, and so are continually maintained as stipulated in the RIT trust deed. RPT accounts for distributions received on this basis. (d) Investments The units in RIT held by RPT are initially brought to account at cost which includes the costs of acquisition. Costs of acquisition include the Manager’s estimate of stamp duty and fees for professional services incurred by the Manager and reimbursed by RPT. The costs of any subsequent development and refurbishment of the Property, including financing charges incurred during the period of development or refurbishment, will be capitalised. It is the Manager’s intention that the Property be revalued every year from 30 June 2000. The revaluations of Roselands will not take account of any potential capital gains tax. Increments arising from the revaluation of Roselands will be transferred directly to an asset revaluation reserve, except to the extent the increments reverse a revaluation decrement previously recognised as an expense in the profit and loss account, in which case they will be recognised as revenue in the profit and loss account for the period. Decrements from revaluations will be brought to account in calculating the operating profit or loss for the period and then transferred to an asset revaluation reserve before arriving at a distributable amount except to the extent that the revaluation decrement reverses a previous increment in which case the decrement will be taken directly to an asset revaluation reserve. (e) Distribution per unit Subject to the income entitlements of any units issued other than under this prospectus, the distribution per unit will be determined by dividing the total distribution for the given period by the number of units eligible for distribution on the last day of the accrual period.

33 Key Assumptions The Manager’s distribution forecasts and total return calculations have been prepared based on various assumptions. Investors should appreciate that many factors which affect results may be outside the control of the Manager or may not be capable of being foreseen or accurately predicted. As such, actual results may differ from the forecasts. Significant assumptions are outlined below and relate to 100 per cent of the Property: Property • rents for all tenants are effectively assumed to increase in accordance with the provisions of the leases. CPI increases are based on forecasts provided by Access Economics Pty Ltd over the next six years of nil, 2.9 per cent, 3.5 per cent, 2.3 per cent, 1.6 per cent and 3.2 per cent respectively; • sales turnover during the forecast period is assumed to increase at an average of: • 1.5 per cent per annum for Grace Bros; • 2.1 per cent per annum for Target; • 4. 3 per cent per annum for Coles; and • -0.5 per cent per annum for Franklins; • specialty retailer market rentals are assumed to increase at 3.1 per cent in year one, 4.6 per cent in year two, 3.2 per cent in year three, 3.8 per cent in year four, 3.8 per cent in year five and 4.4 per cent in year six; • in forecasting property income, the current rental and rent review provisions in respect of each tenancy were analysed and adjustments made to the passing rents to reflect anticipated variations on rent reviews. These were based on the Manager’s estimate of market rentals at the relevant time;

34 • there are five existing vacant shops totalling 308 square metres representing approximately 0.5 per cent of the total gross lettable area. It has been assumed that these shops will be leased at market rentals between January and June 1999; • where a tenancy is due to expire, allowance has been made in some cases for a loss of rental over the re-letting period, and in other cases for the tenant to renew. Allowance has been made for the new rental to reflect the Manager’s estimate of market rentals and leasing costs at the relevant time; • outgoings expenditure is forecast to increase in accordance with the aforesaid CPI projections; • non-recoverable expenditure, which includes the owner’s contribution to the Property’s promotion fund, is forecast to grow at the aforesaid CPI projections; • an expenditure allowance totalling $7.1 million has been included in the forecast period for lease incentives and items of a discretionary capital nature. It is intended that these works will be substantially funded through borrowings. The forecasts assume that the interest rate on these borrowings will be the same rate as the Loan (see page 40); • the forecasts have been prepared on the assumption that no further expansion of the Property will occur in the forecast period and there will be no additional property acquisitions; • it is assumed that the valuation of the Property at the next revaluation date will be sufficient to at least cover the acquisition costs of the interest in RIT which have been capitalised. See footnote (2) in the pro forma balance sheet for RPT on page 32; and • it is assumed that the value of RPT’s 50 per cent holding in RIT reflects the value of 50 per cent of Roselands and that such valuation is not materially affected by the pre- emptive rights contained in the Joint Venture Agreement (summarised in Section 14).

Funding • a 5 year interest rate swap covering $58.5 million at a rate (including bank margin) of 6.2 per cent per annum has been entered into on behalf of unitholders in RPT. Interest on any additional debt, plus all debt in the balance of the forecast period is assumed to be at the same rate.

Trust expenses • the Manager will be entitled to receive management fees as set out on page 47; • the Trustee will be entitled to receive the fees set out on page 47; and • administration costs - the Manager is entitled to be reimbursed by RPT for all expenses and liabilities properly incurred in establishing, managing and administering RPT, RHT and the borrowings. These expenses include costs incurred in acquiring, valuing, holding or disposing of investments; engaging agents or delegates; issuing units; amending the trust deeds of the Trusts; taxes; establishing and maintaining registers and accounting records; convening and holding meetings; marketing the Trusts and preparing legal documentation. These costs are estimated at 0.13 per cent of the initial gross assets of RPT and are assumed to escalate at between 2.4 per cent and 4 per cent per annum.

35 Tax Implications for Investors in RPT The table below shows the forecast gross distribution, interest expense deduction and amount of tax deferred and tax free portion of the distribution per unit in the forecast period. Where unitholders hold their investment on capital account, the cost base for capital gains tax purposes will be approximately $2.38 per unit. Under the current tax legislation, and assuming that the investment is held for at least 12 months, the cost base will be increased by the CPI each quarter, and reduced by the tax deferred component of distributions, until the investment is sold, the holding is converted into Centro Stapled Securities or the Trust is terminated. For further details regarding the tax implications of investing in RPT refer to the Taxation Opinion in Section 12.

RPT Period to Period to Period to Period to Period to Period to (cents per unit) 30 June 30 June 30 June 30 June 30 June 30 June 1999 2000 2001 2002 2003 2004 Gross distribution to RPT unitholders 16.76 19.49 19.86 20.40 20.95 21.70 Less loan interest expense (8.85) (9.04) (9.16) (9.20) (9.25) (9.29) Distribution to unitholders net of loan interest expense 7.91 10.45 10.70 11.20 11.70 12.41 Tax deferred and tax free portion (2.53) (2.81) (3.46) (3.29) (3.10) (2.44)

Assessable income 5.38 7.64 7.24 7.91 8.60 9.97

Taxation Implications for Investors in RHT Investors who elect to invest in RHT will receive a distribution on their RHT units after payment of interest on funds borrowed by the Trustee of RHT to fund the purchase of RPT units. This distribution is forecast to be partially tax advantaged consistent with distributions to RPT investors, as detailed in the table above. Under current tax legislation, RHT is not liable for income tax provided unitholders are presently entitled to all the distributable income of the Trust each year. Where unitholders hold their investment on capital account, the cost base for capital gains tax purposes will be $1.00 per RHT unit. Under current legislation, assuming the investment is held for a least 12 months, the cost base will be increased by CPI each quarter, and reduced by the tax deferred component of the distribution, until the investment is sold (including through the Exit Mechanism) or RHT is terminated. For further details on the tax implications of investing in RHT refer to the taxation opinion in Section 12.

36 Total Returns The total return for investors is dependent on the distributions received by them and the amount received on realising their investment. As there is unlikely to be a secondary market for trading of units, generally investors will realise their investment through either the Exit Mechanism, or through the sale of RPT’s 50 per cent interest in RIT. Accordingly, investors’ total returns will be sensitive to the valuation of Roselands at the time of realising the unit holding through the Exit Mechanism, or at termination, the price at which the holding in RIT is sold. RPT acquired its 50 per cent indirect interest in Roselands at an effective initial passing yield of approximately 8.5 per cent (ie assuming normal acquisition costs). If the Property was valued on the same yield in June 2004 (based on the Manager’s current forecast of income for the year ended June 2005), the estimated internal rate of return (“IRR”) to investors (pre-tax) over the forecast period ending 30 June, 2004 would be 14.2 per cent. The graph below demonstrates the resulting IRR at differing sale price assumptions.

SALE PRICE SENSITIVITY ANALYSIS Impact on IRR assuming sale at the end of forecast period

18%

17%

16%

15%

14%

13%

Internal Rate of Return 12%

11%

10% 99,300 104,800 111,000 117,900 125,800 9.50% 9.00% 8.50% 8.00% 7.50% Sale price before costs ($'000) (Sale Yields)

The selected ranges for the calculations are intended to provide investors with an example of the potential impact on the IRR of the valuation of Roselands at conversion, or if RPT sells its investment in Roselands (via RIT) at June 2004, the price for which this 50 per cent interest in Roselands is sold. It is possible that the actual sale price may exceed or be less than the range considered with a corresponding favourable or unfavourable impact on total returns. Investors should note that the figures shown are purely for illustrative purposes, and the Manager does not purport to be making a forecast of the likely sale price, or that the Property will be sold at that time.

37 Sources and Applications of Funds for RPT and RHT Offers The forecast sources and applications of funds in respect of the RPT and RHT Offers and the acquisition of Roselands, via RIT, is set out below. Application monies for RHT Units will be used by the Trustee of RHT to subscribe for units in RPT. All costs associated with the RHT Offer will be funded through the proceeds of the RPT Offer and have been included in the estimates below.

Sources $’000 Applications $’000 Investors Equity subscriptions 39,830 Loan arrangement fees and other associated costs 1,048 Loan from bank 56,285 Subscription for units in RPT 95,067 96,115 96,115

Roselands Property Trust Equity subscriptions 95,067 Acquisition of 50% of units in RIT 90,250 (after associated loan Syndicate costs (1) 350 arrangement costs) Advisory and underwriting fee 3,600 Other establishment fees 742 Due diligence and prospectus preparation costs 125 95,067 95,067

(1) Including legal fees and other syndicate costs.

38 4. Roselands Property Trust: Details of the Offer RPT is open to investors resident in Australia wishing to invest in Roselands and leverage their investment with borrowings.

The RPT Offer 39,830,000 units in RPT are being offered for subscription. The issue will raise a total of approximately $95.1 million (including debt funding on behalf of investors and after associated Loan arrangement costs). The issue has been fully underwritten by Warburg Dillon Read.

Period of RPT Offer The RPT Offer will open for receipt of applications on 15 July 1998 and close at 5:00 pm EST on 15 September 1998.

The Issue Price The cost of each RPT unit is $2.41. Of this amount, investors need only pay $1.00 per unit on application. The balance of the cost of approximately $1.41 will be paid for by transfer to the investor of a limited recourse Loan (arranged by the Manager on behalf of investors) of which approximately $0.03 represents loan establishment fees. The investors’ gearing level in respect of their units will be approximately 58 per cent.

The Loan

Loan Arrangements The Manager has arranged a Loan of $56.3 million to Centro Syndication Finance Pty Ltd as agent for RPT initially, from the Commonwealth Bank. The Loan will be transferred to investors to initially fund the balance owing on investors’ units (being approximately $1.38 per RPT unit and associated Loan arrangement costs of approximately $0.03). CSF will arrange for the transfer of the Loan as agent for investors (under the power of attorney given by investors (including RHT)) on or about 15 September 1998 but which may be extended by the Manager. Further details of the Loan are set out in Section 14.

The Manager may arrange for the Loan to be amended with agreement of relevant parties, or refinanced from time to time.

Limited Recourse Loan The Loan to investors is secured by a first ranking fixed and floating charge over the assets and undertakings of RPT, subject to certain minor exclusions. The Bank’s recourse in the event of a default is limited to the assets of RPT (including RPT’s share in RIT) and any moneys in RPT to which the investors are entitled. This means investors are not at

39 > > > INVESTORS 50% Ownership 100% Ownership > Roselands Property Trust (RPT) Trust Roselands Property Roselands Investment Trust Roselands Investment Roselands Shopping Centre Finance Pty Ltd Limited recourse loan through Centro Syndication and undertakings First ranking fixed and fixed First ranking

floating charge over assets floating charge over > Bank Term of the Loan Term 1998. commencing from 1 July and 3 months, years a term of five The loan is for Interest Rate $58.5 million at a total cost over swap rate interest The Manager has entered into a 5 year cent per annum. (including bank margin) of 6.2% per of the Loan Repayment and the Principal can be repaid (and redrawn) The Loan is an interest only loan. outstanding principal be repaid at the end of the term. must of RPT. moneys entitlements to any out of investors’ Trustee the by Interest is payable Loan Administration of attorney to act on their behalf in relation CSF a power are required to give RPT investors is attached to the GREEN form of attorney The power to the Loan and other matters. on page 101 of the prospectus. to be found application form risk for any more monies than the equity subscribed by them on application (being $1.00) on application (being them than the equity subscribed more monies by any risk for Further of details entitled. are the investors in RPT to which moneys unit and any per RPT 14. contained in Section the loan are proportion depending on the time, of vary over may liability investor’s The amount of each in gearingunits held, changes or additional financing. 40 Dealing Restrictions RPT investors must not give (or have given) security in respect of, or otherwise deal with, RPT units in a manner which would prejudice the payment of interest and principal to the Bank under their share of the loan out of their entitlements to the income and capital of RPT in accordance with this prospectus. Under the trust deed of RPT, if an RPT investor fails to comply with this condition, that investor’s entitlement to the income and capital of RPT is liable to be forfeited.

Loan Arrangement Fees and Other Associated Costs The Loan arrangement fees and other associated costs are funded via the Loan arranged by the Manager on behalf of investors. These costs are tax deductible to the investor and can be claimed as a deduction in equal instalments over the life of the loan (5 years).

The benefit of this deduction is reflected in the forecast tax advantaged percentages set out on page 8.

Allotment Subject to the Manager’s right to allot less than the number of RPT units applied for, allotment will occur shortly after receipt of subscriptions. Investors waive their right to receive notice of allotment. The Manager, in consultation with the Underwriter, reserves the right to allot less than the number of RPT units applied for, or to decline any applica- tion. In those cases, any surplus application money will be returned to the applicant without interest as soon as practicable after 15 September 1998. Interest will be paid by the Underwriter to investors at a rate of 10.0 per cent per annum on equity funds received where units have been allotted. This interest will be payable during the period between the date of allotment of the units and 15 September 1998.

41 42 5. Roselands Property Trust: How to Invest

Application for RPT Units • RPT Offer opens -15 July 1998 • RPT Offer closes - 5:00 pm EST on 15 September 1998 Applications for units under the RPT Offer will only be accepted on the GREEN application form attached to this prospectus. Investors must also complete the power of attorney form attached to the GREEN application form. Cheques should be made payable to “Trust Company of Australia Limited - RPT” and crossed “Not Negotiable”. The completed GREEN application and the power of attorney forms must be forwarded to the Sydney office of Coopers & Lybrand Securities Registration Services by 5:00 pm EST on 15 September 1998. Investors may use the reply paid envelope enclosed.

Minimum Investment The minimum investment in RPT is 10,000 units such that the minimum amount payable by investors on application is $10,000. Applications for more than 10,000 units must be in multiples of 1,000. Examples of the relevant equity contribution and the loan amount and associated arrangement costs associated with an investor’s application are shown below.

No. of RPT units Equity Approximate Loan Approximate Total loan amount applied for by an subscribed by an amount applied Borrowing Cost associated with an investor investor on to relevant trust associated with an investor’s application units (being investor’s application (being (being $1.00 per approximately application (being approximately unit) $1.38 per unit) $0.0263 per unit) $1.41 per unit)

10,000 $10,000 $13,837 $263 $14,100 50,000 $50,000 $69,185 $1,315 $70,500 100,000 $100,000 $138,370 $2,630 $141,000 500,000 $500,000 $691,850 $13,150 $705,000

1,000,000 $1,000,000 $1,383,700 $26,300 $1,410,000

Payments Cheques will be deposited on the day of receipt. Sufficient cleared funds should be held in your account as dishonoured cheques may result in your application being rejected. Receipts for payment will not be issued. Confirmation of Investment Investors will receive a statement, similar to a bank statement, setting out the number of units allotted to them and the amount of their share of the loan. Unit certificates will not be issued.

43 6. Roselands Holdings Trust: Details of the Offer

RHT has been established for investors resident in Australia who are unable, or who do not wish to, borrow in their own right to invest in RPT (for example, complying superannuation funds).

The RHT Offer The issue price is $1.00 per unit payable in full by investors on application. For each RHT unit subscribed for by investors, the Trustee of RHT will subscribe for one unit in RPT on the same terms as other investors in RPT. This means that the Trustee of RHT, rather than RHT investors, will borrow the balance of the issue price of RPT units and associated loan establishment fees of $1.41 per RPT unit by novation of the limited recourse Loan arranged by Centro Syndication Finance Pty Ltd (see Section 14). Investors in RHT will have no liability for any borrowings undertaken by the Trustee of RHT. The structure of the RHT offer is shown in the following diagram:

INVESTORS >

Limited recourse loan

Bank Roselands Holdings Trust (RHT) > through Centro Syndication > Finance Pty Ltd

First ranking fixed and > floating charge over assets and undertakings Roselands Property Trust (RPT)

50% Ownership >

Roselands Investment Trust

100% Ownership >

Roselands Shopping Centre

Period of RHT Offer The RHT Offer will open for receipt of applications on 15 July 1998 and close at 5:00 pm EST on 15 September 1998.

Allotment The Manager reserves the right to allot less than the number of RHT units applied for, or to decline any application. In those cases, any surplus application money will be returned to the applicant without interest as soon as practicable after 15 September 1998. Interest will be paid to investors by the Underwriter at a rate of 10.0 per cent per annum on equity funds received where units have been allotted. This interest will be payable during the period between the date of allotment of the units and 15 September 1998.

44 7. Roselands Holdings Trust: How to Invest

Application for RHT Units • RHT Offer opens - 15 July 1998. • RHT Offer closes - 5:00 pm EST on 15 September 1998. Applications for units under the RHT Offer will only be accepted on the GREY application form attached to this prospectus. Cheques should be made payable to “Trust Company of Australia Limited - RHT” and crossed “Not Negotiable”. The completed GREY application form must be forwarded to the Sydney office of Coopers & Lybrand Securities Registration Services by 5:00 pm EST on 15 September 1998. Investors may use the reply paid envelope enclosed.

Minimum Investment The minimum investment in RHT is 10,000 units such that the minimum amount payable on application is $10,000. Applications for more than 10,000 units must be in multiples of 1,000.

Payments Cheques will be deposited on the day of receipt. Sufficient cleared funds should be held in your account as dishonoured cheques may result in your application being rejected. Receipts for payment will not be issued.

Confirmation of Investment Investors will receive a statement, similar to a bank statement, setting out the number of units allotted to them. Unit certificates will not be issued.

45 8. Information for Investors

Long Term Investment Investment in RPT and RHT should be viewed as long term. Units in the Trusts are likely to be illiquid as there is unlikely to be a secondary market. RPT and RHT will terminate after six years (unless all unitholders otherwise agree). After six years, investors will be able to sell (or “put”) their units to Centro at the then current unit value. If any units are put, Centro may buy (or “call”) all investors’ units at the same price. In either case, the consideration paid to investors will be in the form of cash, Centro Stapled Securities (issued at a 0.5 per cent discount), or any combination thereof, at Centro’s election. Investors should note that their “put” option will not be available if at the time of exercise the Bank is entitled to call for immediate repayment of the Loan. Details of the circumstances in which this could occur are set out in Section 14. If Centro does not acquire all of the RPT and RHT units held by investors as described above, RPT’s 50 per cent holding in RIT will be offered for sale on the market for three months. Investors should note that under the Joint Venture Agreement between RPT and the Centro Properties Group (as holder of the other 50 per cent holding in RIT), Centro has a pre-emptive right to match any offer received from a third party. If no offer is received within the three months selling period, Centro has the right to purchase RPT’s 50 per cent holding in RIT based on the June 2004 valuation of the Property. If Centro does not do so, the 50 per cent holding will continue to be marketed until sold. The net proceeds (after allowing for expenses and repayment of the Loan) will be distributed to investors in proportion to their unitholdings.

Income Distribution RPT will make half yearly income distributions. The Manager and Trustee will pay interest amounts owing by RPT investors relating to their portion of the Loan out of their RPT income entitlements. The balance of the distribution entitlement, after adjustments for retained earnings, will then be distributed to RPT investors. The Manager intends that distributions will be paid within six weeks from the end of the relevant distribution period. RHT will also make half yearly income distributions. RPT and RHT investors may elect to have their income distributions paid by cheque or paid directly into a nominated bank, building society or credit union account within Australia.

Property Valuation The Manager of RIT intends to value Roselands at 30 June 2000 and annually thereafter.

46 Manager’s Fee CPT Manager Limited will be entitled to a management fee of 1 per cent per annum of the value of RPT’s gross assets which is payable quarterly. The Manager has agreed to waive 50% of the fee during the period of the Trust. In addition, the Manager has agreed to waive this adjusted fee payable for the period up to 30 June 1999 and 75 per cent of it for the period from 1 July 1999 to 30 June 2000. No management fee will be charged in relation to RHT.

Performance Fee If following the sale of RPT’s 50 per cent interest in RIT, or on exercise of the Exit Mechanism, the amount available to be paid to investors (after allowing for disposal expenses, and repayment of the Loan), is greater than the amount of equity subscribed by them (“the excess”), then the Manager will be entitled to a performance fee based on the following scale: • if the excess is equal to or less than 30 per cent of the equity subscribed by investors, the Manager will be entitled to receive a fee out of the excess equal to 1 per cent of the realised value of the RPT units; • if the excess is equal to or less than 50 per cent of the equity subscribed by investors, but greater than 30 per cent of the equity subscribed by investors, the Manager will be entitled to receive a fee out of the excess equal to 1.5 per cent of the realised value of the RPT units; and • if the excess is more than 50 per cent of the equity subscribed by investors, the Manager will be entitled to receive a fee out of the excess equal to 2.5 per cent of the realised value of the RPT units. The above performance fee will be reduced to the extent necessary to ensure that payment of it does not result in investors receiving an amount which is less than the equity subscribed by them.

Trustee’s Fees The Trustee will be entitled to receive an establishment fee of $25,000 (which has been capitalised by the Trust) followed by a fee of $15,000 per annum from RPT. The Trustee will also be entitled to receive an annual fee of up to 0.25 per cent of the value of RIT’s gross assets as trustee of RIT, of which RPT (as holder of 50 per cent of RIT) will bear 50 per cent. This fee has been reduced to approximately 0.04 per cent of the value of RIT’s gross assets for the purpose of the financial forecasts included in this prospectus. A fee of up to $40,000 is payable to the Trustee in the event of the winding up of RPT and RHT or the retirement of the Trustee from the Trusts. The above fees are in addition to any other fees which the Trustee may earn as Trustee of RIT. No other fee will be charged by the Trustee in relation to RHT.

47 Reporting Investors will be provided with the following reports: • half-yearly income distribution statements; • annual report and audited accounts for each financial year ending 30 June; and • a tax statement for each financial year ending 30 June showing all the details required to complete an Australian tax return.

48 9. Investment Risks

Property Investors should be aware that the future level of RPT’s and RHT’s income and capital distributions and investors’ total returns may be influenced by a number of factors, including those outside the control of the Manager and the Trustee. These factors include forecast assumptions not occurring, the level of tenancy vacancies, tenants failing to pay rent, interest rate movements, the sale price of Roselands, the future value of Roselands, capital expenditure, unidentified latent conditions, rental and tenant incentive variations, expenses of the Trust, ability to recover expenses from tenants, demand for retail properties, general property market and economic conditions. In addition, RPT is exposed to a specific property (that is, Roselands). As such, RPT and RHT will also be affected by changes in the demographics, socio-economic factors, competition and other matters specific to Roselands’ trade region.

Liquidity The investment in RPT and RHT can be considered to be illiquid. For the duration of the Trusts, no unitholder has the right to redeem units. Neither the Manager nor the Trustee is permitted to buy back units in the Trusts. There is unlikely to be a secondary market for the units in RPT or RHT. As described above, after six years investors will have the right to sell their unitholding, based on the current unit value at the time, to Centro. This right is subject to there being no event of default under the Loan at the time of exercise.

Fixed Term RPT and RHT have a fixed term of 6 years (ie from 30 June 1998). RPT will terminate in 6 years (ie 30 June 2004) unless terminated earlier by the Manager or by special resolution of unitholders. The 6 year term of RPT may be extended with the consent of all RPT investors. RPT’s 50 per cent indirect interest in Roselands will be sold on termination of RPT. Following termination of RPT, the net proceeds after allowing for expenses and the repayment of the Loan will be distributed to investors in proportion to their unit holdings. RHT will be terminated as soon as practicable after RPT is terminated.

Borrowings The proceeds of the Loan used to pay the balance owing on the issue price of RPT units have a leveraging effect on an investment as they increase the potential gains or losses. The Negative Pledge Agreement contains a number of events of default which entitle the Bank to require repayment of the Loan and enforce its securities in the event of default, including the following financial ratios: • where the total financial indebtedness (as defined) exceeds 65 per cent of half of the value of Roselands accepted by the Bank from time to time (“LVR Ratio”); and • where 50 per cent of the net income of RPT falls below 1.75 times the annual interest expense (“interest cover”) (as defined, with certain adjustments).

49 A number of other events of default are included, some of which are described in the Roselands Negative Pledge Agreement summary in Section 14. On drawdown of the Loan, the LVR will be 64.75 per cent. Based on the forecasts in Section 3, interest cover is expected to be in excess of 2.0 over the forecast period. If there is an event of default, the Bank may instruct the debenture trustee to enforce its security against RPT’s units in RIT and the other assets and undertakings of RPT and sell RPT’s investment in RIT. The Bank may also call for a mortgage over RPT’s undivided half interest in Roselands in certain circumstances. The Loan offered by the Bank is for a period of five and a quarter years. The Bank has no obligation to roll over the Loan at the end of the period. RPT may require refinancing and there is no certainty that Loan funds will be obtained at all or at competitive interest rates. It is also assumed that RPT may partly fund any expected capital expenditure in relation to Roselands with additional borrowings during the forecast period. No such additional borrowings have been arranged currently, and any such borrowings would require the Bank’s consent.

Interest Rate Interest rates during the last year of the forecast period and beyond may vary. The Manager has not forecast the level of interest rates beyond the forecast period. However, the Manager has assumed the same interest rate during year six of the forecast period as for the previous five years for the purpose of estimating income forecasts during year six.

Development As discussed in Section 2, the Manager would only decide to proceed with a major redevelopment of Roselands if the Manager believed it would increase Roselands’ market share of retail spending in its catchment and be in the best interests of investors. Due to the fact that redevelopment plans have not yet been conceived no income or capital expenditure has been included in the forecasts.

Exit Mechanism If Centro exercises its call option, it has the ability to do so based upon the market value of the RPT or RHT units at the time of exercise. The exit price achieved by investors could be higher or lower then the initial purchase price of the units.

50 Taxation The effects of taxation on investors in the Trusts can be complex and may change over time. Investors should seek professional tax advice in relation to their own position. The taxation treatment of the Trusts (including relevant deductions of RIT such as depreciation and building allowance) depends on the application of current tax laws. There is a risk that the taxation status of trusts could change if taxation laws as they apply to trusts generally are changed. Investors should be aware that the general tax position of trusts is being reviewed by the Federal Government as part of its overall review of the taxation system.

Regulatory Risks A number of government authorities are reviewing relevant legislation especially as it relates to the recovery of expenses by property owners from retail tenants. Should changes be made to existing legislation, or new legislation be implemented that alters the basis on which property owners can recover expenses from retail tenants, this may have an adverse impact on the earnings of RPT and RHT.

51 10. Summary of Valuer’s Report

3 July 1998

Trust Company of Australia Limited Trust House Nicholas Place 151 Rathdowne Street Carlton VIC 3053

Dear Sir/Madam

Re: Centro Property Trust Roselands Property Trust Roselands Shopping Centre Roselands, New South Wales

1. Instructions

We refer to instructions received from Trust Company of Australia Limited, dated 26 June 1998, to assess the market value of the freehold interest in the abovementioned property as at 30 June 1998. As instructed the valuation was prepared in accordance with Regulations 7.12.15 (5) of the Corporations Law. We note that this summary has been prepared on the specific request of the Manager to provide a brief overview of our June 30 1998 valuation report for inclusion in a prospectus document. It contains a precis of the factors that have been taken into consideration in formulating our opinion of the value of the property. For a full description and detail of the valuation rationale, reference should be made to the valuation report. Copies of this report are held by the Manager of the Trust and are available for public inspection. Our valuation has been based on the information in respect of the shopping centre as at April 1998 and reflects general market conditions prevailing at that time. Furthermore, we confirm we have inspected the property and conducted all relevant investigations.

52 2. Valuation

We are of the opinion that the market value of the freehold interest in the property, subject to the existing leases, as at 30 June 1998 is $176,500,000 (one hundred and seventy six million, five hundred thousand dollars). In relation to the impact of the $2,500,000 capital expenditure allowance made in our assessment of value (as set out in our valuation report), it is our opinion that if these funds were spent following the date of valuation, and assuming no material change in any other issues impacting upon value, the expenditure would increase the value by $2,500,000 to $179,000,000. Furthermore, based upon our assessment of market value at $176,500,000 we are of the opinion that acquisition costs would amount to approximately $10,150,000 (5.75 per cent) to give a total value inclusive of acquisition costs of $186,650,000.

3. Brief Description

Erected upon the site is a four level fully enclosed regional shopping centre that originally commenced trading in 1965. The Centre is anchored by Grace Bros., Target, Coles, Franklins and Best & Less together with 151 speciality shops, 5 kiosks, 8 office suites, a free standing K mart Auto Centre and a rooftop communications site. In total the property is understood to have a gross lettable area of approximately 59,064.26 square metres. Furthermore, parking is provided for approximately 3,600 vehicles and the Centre is erected upon a site which is comprised within 14 separate titles and has an aggregate area of 14.10 hectares.

4. Lease Profile

Lease profiles of the major tenants are as follows:

Grace Bros: 30 year lease from 1 July 1996 expiring 31 July 2026 Target: 20 year lease from 1 August 1996 expiring 31 July 2016 Coles: 18 year lease from 1 July 1996 expiring 30 June 2014 Franklins: 12 year 300 day lease from 5 October 1993 expiring 31 July 2006 Best and Less: 5 year lease from 1 July 1995 expiring 30 June 2000 and in respect of the specialty tenants we comment as follows: Specialties: Some 55 per cent of specialty tenants are national traders. Lease terms are typically for 5 years with rental reviewed to either a fixed percentage increase or CPI.

53 5. General Comments

Having commenced trading in 1965, Roselands Shopping Centre has undergone redevel- opment and refurbishment in 1979, 1981, 1986, 1991 and 1993. Furthermore, the centre is located within the established residential suburb of Roselands, Municipality of Canter- bury, with its principal frontage being to King Georges Road. The primary trade area for the centre is considered to include the suburbs of Roselands, Lakemba, Riverwood, Lugarno, Beverley Hills, Peakhurst, Padstow and Earlwood. Specialty shop occupancy costs at Roselands Shopping Centre are at the bottom end of the range currently passing in regional shopping centres and when considered in relation to the current sales turnover affords the opportunity for rental growth.

6. Market Value

Our opinion of market value has been derived via the capitalisation approach and the discounted cash flow approach to valuation. Within the capitalisation approach we have applied a capitalisation rate to a market net income, making appropriate adjustments where passing rentals were considered out of line with market. Similarly we have based the discounted cash flow analysis upon a pre-selected target internal rate of return over a ten year investment horizon. The capitalisation rate and discount rate have been deduced after analysis of recent sales transactions of regional shopping centres in Australia, together with discussions with major property investors. In relation to the capitalisation approach the market net income has been capitalised in perpetuity at 8.50 per cent. Furthermore, we have made adjustments to the capitalised value including $2,500,000 capital expenditure allowance from imminent capital works, and allowances for rental and outgoings voids arising from current vacancies.

54 Our discounted cash flow analysis includes the following primary assumptions:

• Internal Rate of Return (discount rate) - 11.50 per cent • Income rents - Annually at the mid point of each year • Investment Horizon - 10 years • Terminal Yield - 9.25 per cent • Acquisition Costs - 5.75 per cent • Disposal Costs - 1.25 per cent • Gross annual sales in respect of Grace Bros, Franklins and Best & Less have been inflated at Syntec’s C.P.I. forecast during each year of the investment horizon. Coles’ sales have been escalated at 2.00 per cent in excess of C.P.I. and Target’s sales have been inflated at C.P.I. from Year 2 onwards. • Specialty shop market rentals have been grown at 1.50 per cent in excess of C.P.I. during Year 1 of the cash flow projection, 1.25 per cent in excess of C.P.I. in Year 2 and 1.00 per cent in excess of C.P.I. thereafter. • Outflows have been included reflecting allowances for property outgoings, ongoing vacancy, the owner’s contribution to promotion, and non-recoverable expenditure. • $2,500,000 capital expenditure allowance for imminent capital works. As a result of these various assumptions, a net present value has been derived which confirms the value derived in the capitalisation approach.

7. Disclosure

Mr C Long and Mr R Hamilton of Richard Ellis (New South Wales) Pty Limited have pre- pared this summary which appears in this prospectus. Mr Long and Mr Hamilton were involved only in the preparation of this summary and the valuation referred to herein and specifically disclaim liability to any person in the event of any omission from or false or misleading statement included in the prospectus other than in respect of the valuation and summary.

In the case of advice provided in our valuation which is of a projected nature, we must emphasise that specific assumptions have been made by us that appear realistic based upon current market perceptions. It follows that any one of these assumptions, including rental growth rates and terminal yields, used in the cash flow analysis may be proved incorrect during the course of time and no responsibility can be accepted by us in this event.

Yours faithfully RICHARD ELLIS (NEW SOUTH WALES) PTY LIMITED

Charles Long AAPI Richard Hamilton AAPI Registered Valuer No. 2321 Certified Practising Valuer Director - Professional Services

55 11. Investigating Accountant’s Report

3 July 1998

The Directors CPT Manager Limited Level 1 372 Wellington Road MULGRAVE VIC 3170

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT

Introduction 1 We have prepared this report for inclusion in a prospectus to be dated on or about 3 July 1998 (“the prospectus”) in connection with an offer of units at a cost of $2.41 per unit in the Roselands Property Trust and units at an issue price of $1.00 per unit in the Roselands Holdings Trust (“the Trusts”). 2 Expressions defined in the prospectus have the same meaning in this report. Background 3 The Roselands Property Trust was created pursuant to a Trust Deed dated 16 June 1998 for the purpose of acquiring a 50 per cent interest in the Roselands Investment Trust which owns 100 per cent of the Roselands Shopping Centre in Sydney, NSW (“the Property”). The other 50 per cent interest in Roselands Investment Trust will be held by Centro Properties Group. Roselands Property Trust will be entitled to the income from its 50 per cent indirect interest in the Property from the date of acquisi- tion. The Roselands Holdings Trust was created pursuant to a Trust Deed dated 16 June 1998 for the purpose of investing in units in the Roselands Property Trust. Scope 4 You have requested PricewaterhouseCoopers Securities Ltd to prepare an Investigat- ing Accountant’s Report covering the Manager’s Forecasts comprising prospective financial information for the period from the acquisition date to 30 June 2004 as set out in Section 3 of the prospectus, incorporating:

56 (a) forecast Distributions for the period ending 30 June 1999 and the five years ending 30 June 2004; and (b) the Proforma Balance Sheet as at the 15 September 1998. 5 PricewaterhouseCoopers Securities Ltd holds a dealer’s licence under the Corpora- tions Law and is wholly owned by PricewaterhouseCoopers. 6 The Directors of the Manager are responsible for the preparation and presentation of the Manager’s Forecasts, including the assumptions on which they are based. 7 Our review of the Manager’s Forecasts was conducted in accordance with Auditing Standard AUS 902 “Review of Financial Reports”. Our procedures consisted primarily of inquiry and comparison and other such analytical review procedures we considered necessary so as to adequately evaluate whether the assumptions seem reasonable in the circumstances. In the case of assumptions which fall outside the scope of our expertise, we have relied on reports prepared by other experts, in particular the valuation report by Richard Ellis, concerning the value of property, whose summary report is included in the prospectus. 8 Our review is substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards. A review of this nature provides less assurance than an audit and accordingly we do not express an audit opinion on the Manager’s Forecasts included in the prospectus. 9 Our assessment of the compilation of the Manager’s Forecasts was conducted in accordance with Auditing Standard AUS 804 “The Audit of Prospective Financial Information”. Our procedures included an audit of the financial model on which the Manager’s Forecasts are compiled and an examination for consistency of application of the accounting policies of the Trusts. Opinion on Manager’s Forecasts 10 The Manager’s Forecasts have been adopted by the Directors of the Manager to provide investors with a guide to the potential future performance and distributions of the Trusts, based upon the achievement of certain economic, operating and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. There is a considerable degree of subjective judgement involved in the preparation of forecasts. Accordingly, investors should have regard to the invest- ment risks and assumptions set out in Sections 9 and 3 respectively, of the prospec- tus. 11 The underlying assumptions are subject to significant uncertainties and contingencies often outside the control of the Manager and the Trustee. If events do not occur as assumed, actual results and distributions achieved by the Trust may vary significantly from the Manager’s Forecasts. Accordingly, we do not express an audit opinion on the Manager’s Forecasts, nor can we confirm or guarantee the achievement of the Manager’s Forecasts, as future events, by their very nature, are not capable of inde- pendent substantiation. 12 Based on our review of the Manager’s Forecasts: (a) nothing has come to our attention which causes us to believe the assumptions set out in Section 3 of the prospectus do not provide a reasonable basis for the Manager’s Forecasts; and

57 (b) in our opinion, the Manager’s Forecasts are properly compiled on the basis of the underlying assumptions and presented on a basis consistent with the accounting policies of the Trusts, Australian Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) and the requirements of the relevant Trust Deeds. Subsequent Events 13 Other than the matters dealt with in this report and in the prospectus, to the best of our knowledge and belief there have been no material transactions or events outside the ordinary course of business of the Trusts that have come to our attention which would require comment on, or adjustment to, the information contained in this report, or which would cause such information to be misleading. 14 The declaration, consent and disclaimer contained in Section 14 of the prospectus should be read in conjunction with this report.

Yours faithfully

John Grouios Peter Fekete Representative under proper authority from Representative under proper authority from PricewaterhouseCoopers Securities Ltd. PricewaterhouseCoopers Securities Ltd

58 12. Taxation Information

3 July 1998

The Directors CPT Manager Limited Level 1 372 Wellington Road MULGRAVE VIC 3170

Dear Sirs

Roselands Holdings Trust (“RHT”) Roselands Property Trust (“RPT”)

1. We have prepared this letter to provide a broad summary of the income tax consider- ations for investors of RHT and RPT (“Unitholders”) for the purpose of inclusion in the prospectus for the above trusts. Expressions defined in the prospectus have the same meaning in this report. 2. This letter is based on both the existing Income Tax Assessment Act 1936 (“the 1936 Act”) and the Income Tax Assessment Act 1997 (“the 1997 Act”) and announcements, as at the date of this letter. 3. Our opinion is based on the facts set out in the prospectus and is limited to the income tax implications of investing in RHT and RPT only. 4. The taxation information that follows is intended as a brief guide. The information applies only to Unitholders who are Australian resident investors for tax purposes, and may not apply to a Unitholder who is regarded as a trader or who holds units as part of a business. We strongly advise investors to seek their own professional advice on the taxation implications of their investment in the trusts. Taxation of RHT & RPT Taxation of Trust Income 5. Generally, the taxation of trusts is dealt with in Division 6 of Part III of the 1936 Act, unless a trust is a public trading trust as defined in Division 6C, or a corporate unit trust as defined in Division 6B. If a trust is either a public trading trust or a corporate unit trust, the trustee is subject to tax as if the trust were a company.

59 6. It is understood that under the proposed structure investors can acquire units in either RPT or RHT. RHT will acquire units in RPT which has acquired 50 per cent of the units in the Roselands Investment Trust (“RIT”), with a view to deriving trust distribu- tions. We understand that RIT will own and hold the Roselands Shopping Centre as a long term investment for the purpose of deriving rental income. As each of RPT and RHT is investing or trading in units in a unit trust (RIT), each should be considered to be conducting an eligible business and Division 6C should have no application. In addition, Division 6B will have no application. 7. Consequently, RPT and RHT should be taxed as a trust, in accordance with Division 6 of Part III of the 1936 Act. As a result, the Trustee for both RHT and RPT will not be liable for Australian income tax in respect of the trust income, provided Unitholders are presently entitled to all of the income of the relevant trust in each year of income. Potential Law Changes 8. On 23 February 1998, the Treasurer issued a Press Release that the Government’s review of the taxation of trusts (as announced in the 1997/98 Federal Budget) will now proceed as part of the Government’s taxation reform program. Part of this review is likely to consider whether trusts should be taxed as companies, rather than as detailed in paragraph 7. Both the introduction and the timing of the discussed changes is speculative. However, the Press Release reiterates that the Government reserves the right to take earlier legislative action to prevent tax minimisation or avoidance via the use of trusts. 9. It may be that changes to the taxation of the trusts will adversely impact RHT, RPT and investors. 10. Where a revenue loss or a capital loss is incurred by RHT or RPT, the loss cannot be passed on to the Unitholders for income tax purposes. Instead, revenue losses will be carried forward in the relevant trust and offset against the assessable income derived in future years (that is, the tax loss will be “trapped” within each trust until the trust generates assessable income to offset the revenue losses). Net capital losses will be carried forward in the relevant trust and offset against future capital gains. 11. The Government has recently passed new legislation that restricts the circumstances in which trusts may be entitled to claim an allowable deduction for prior and current year revenue losses and bad debt deductions. As a result of the new trust loss legislation, if revenue losses are incurred by the relevant trust, the tests for deductibil- ity of the losses under the new rules would need to be satisfied, before such losses can be utilised. 12. The forecasts included in this prospectus do not show any tax losses arising in RHT or RPT. On this basis the trust loss rules should have no implications. Taxation of RPT Unitholders Taxation of Distributions 13. The law relating to the taxation of trusts is currently the subject of some uncertainty due to recent decisions of the Federal Court (Richardson v FC of T, 97 ACT 5098 and Australia and New Zealand Savings Bank Ltd v FC of T, 97 ACT 4461), both of which are on appeal. The outcome of these cases could impact on the taxation results as described below. The comments below are based on the generally accepted and preferred approach to the taxation of trusts, which assumes that:

60 • trust deeds can be drafted in such a manner that the trust law income equates to the net taxable income; and • if such drafting is not effective, or trust law income is not aligned with net taxable income, with the result that the net taxable income exceeds trust law income, that unitholders are taken to be presently entitled to the net taxable income in the same proportion that they are entitled to trust law income. 14. Unitholders in RPT will be liable to pay tax on the full amount of their proportionate share of the taxable income of RPT to which they are presently entitled in the year in which entitlement to income arises. 15. A Unitholder’s share of the taxable income of RPT for a year ending 30 June to which they are presently entitled must therefore be included as assessable income for the financial year ended on that date. This applies irrespective of whether distributions from RPT are paid at a later time or reinvested in further units in RPT, or whether distributions are paid directly to a lender in satisfaction of the amounts of principal or interest due to the lender by the Unitholder. 16. A Unitholder need not quote a Tax File Number (“TFN”) when applying for units in RPT. However, if a TFN is not quoted, or no appropriate TFN exemption information is provided, tax is required to be deducted from any income distribution entitlement at the highest marginal tax rate plus Medicare levy (currently 48.5 per cent). 17. A distribution from RPT to a Unitholder may include tax-free and tax-deferred components as well as net capital gains which have been realised. This is discussed below. 18. Tax-free distributions represent distributions arising from property investment which attract building allowances. Under existing legislation, tax-free distributions are not assessable for income tax purposes and do not affect the calculation of any capital gain on disposal of units in RPT (but do affect the Unitholder’s calculation of a capital loss). 19. Tax-deferred distributions are distributions arising from property investment which attracts depreciation allowances on plant and equipment, and distributions which include other tax and accounting timing differences. For capital gains tax purposes, tax deferred amounts distributed reduce the cost base of the units. Tax-deferred distributions are not assessable when received unless and until the tax-deferred amounts received by the Unitholder exceed the cost base (indexed where the investment has been held for at least 12 months) of the units. 20. A net capital gain distribution by RPT should be included with a Unitholder’s other capital gains and losses in calculating their total net capital gains. A net capital gain distribution by RPT may be able to be offset against capital losses from other investments. Redemption or disposal of Units and Taxation of Capital Gains 21. If the Unitholder’s units are converted by any of the options available under the Exit Mechanism contained in the prospectus, this conversion will be considered to be a disposal of the units in the relevant trust for Australian tax purposes. In addition, the conversion of investments in RPT units into investments in RHT units and vice-versa (as mentioned on page 12 of the prospectus) will be a disposal for capital gains tax purposes (and an acquisition of the new units).

61 22. Unitholders who dispose of their units in RPT must include any capital gain in the calculation of their net capital gains or net capital loss for the year. Any net capital gain must then be included in their assessable income for the financial year. 23. The capital gain on disposal will be calculated as the excess of disposal proceeds for the units over the cost base (indexed where the investment has been held for at least 12 months) of the units. A capital loss, on the other hand, is calculated as the differ- ence between the disposal proceeds for the units and the reduced cost base of the units (ie. reduced by the tax-free and tax-deferred distributions). 24. If a capital loss is realised, that loss may be offset against other capital gains realised in the same tax year. A net capital loss (ie. excess of capital loss over capital gain) may be carried forward until the Unitholder has net capital gains, (including net capital gains distributed by RPT) against which the net capital loss can be offset. The ability to carry forward capital losses will depend upon each Unitholder’s specific circum- stances. Interest and Borrowing Cost Deductibility 25. Unitholders of RPT will fund part of the purchase price for RPT units through an interest bearing loan (finance to be arranged by the Manager). 26. The interest expense arising on the loan taken up by Unitholders will be an allowable deduction to the extent that it is incurred in gaining or producing the assessable income of the Unitholder. 27. For the interest expense to be deductible, Unitholders must demonstrate sufficient connection between the expense incurred and assessable income derived. The Commissioner of Taxation has provided income tax ruling IT2684 “Deductibility of interest on money borrowed to acquire units in a property unit trust” and TR 95/33 “Relevance of subjective purpose, motive or intention in determining the deductibility of losses and outgoings” on this subject. TR 95/33 broadly states that where an income stream from an asset acquired using borrowed funds contains both assessable income and non-assessable amounts, the interest expense will generally be deductible in full where the total assessable income exceeds the total deductions claimed against assessable income over the term of the investment. 28. Where total deductions claimed against total assessable income of the investment result in an overall loss position over the life of the investment, the Commissioner may seek to deny the excess as a deduction of the Unitholder unless the Unitholder could demonstrate a bona fide expectation upon entering into the investment of obtaining a positive before tax return. 29. IT 2684 deals specifically with property trusts and states that where units in property trusts produce no assessable income or the assessable income is less that the outgoings it is necessary to consider all the circumstances in determining how much of the outgoings represent allowable deductions. 30. While the overall tax position (ie. net income or loss) of a Unitholder cannot be ascer- tained at the time of making the investment, the intention of the investor to derive net taxable income over the term of the investment at that time may be important. Based on statements made in the prospectus as to the forecast financial income flows, and the proposed maximum debt funding of the investment, Unitholders would appear to be entitled to form this intention. This however is a matter requiring an analysis of each Unitholder’s specific circumstances.

62 31. Borrowing costs are deductible to the extent that the money is used for the purpose of producing assessable income. The deduction is allowed over the shorter of the period of the loan or five years. As we understand that the investors in RPT use the borrowed funds to subscribe for units in RPT and, based on the forecasts in the prospectus, the requisite income producing purpose should be able to be established. Further, as we understand that the term of the loan is five years the borrowing costs should be deductible over five years. Taxation of RHT Unitholders 32. RHT has been established as a separate entity to RPT for other investors who are either unable (or do not want) to invest in RPT. Whereas an investment in RPT requires the investor to debt finance Units in RPT, investments in RHT will be internally debt financed by the Trustee of RHT and not the investor. Accordingly, RHT is suitable for investors who cannot or prefer not to undertake borrowings - eg. trustee of comply- ing superannuation funds. Proposed Limited Recourse Debt Provisions 33. If the limited recourse debt is not repaid by the investor or RHT, the proposed limited recourse debt provisions contained in Taxation Laws Amendment Bill (No. 4) 1998 will need to be considered. The effect of this will be that the Bill requires that the excess capital allowance deductions, if any, as calculated in accordance with the Bill, be included in the Trust’s assessable income. As RHT and RPT are not directly claiming a deduction for capital allowances (as defined in the 1997 Act), it is arguable that these provisions would not apply even if the debt were not to be fully repaid. Proposed New Investment Rule of Superannuation Funds 34. In the 1998 Federal Budget it was announced that the Government has decided to tighten investment restrictions on all superannuation funds. The budget paper stated that from the introduction of the legislation all superannuation funds will be permitted to hold no more that 5 per cent of the funds’ assets (calculated on market value) in certain assets. These include: • investments in associated parties, including trusts; • investments involving associated parties; • investments in certain “non-associated parties” which invest directly or indirectly in the employer-sponsor or its associates. 35. It is our understanding that these rules were not intended to effect the type of invest- ment as discussed in this prospectus. However, as the definition of an associate for the purpose of these tests is still uncertain, there is a risk that these restrictions could apply in this case. 36. The new restrictions contained in the 1998 Federal Budget will limit a superannuation fund investor to a maximum of 5 per cent of the fund’s assets (calculated on market value) in the type of investments described above. If the funds exceed this 5 per cent limit the trustee of the superannuation fund or the superannuation fund itself will be subject to penalties (which have not been completely specified to date).

63 Taxation of Distributions 37. The tax treatment in respect of distributions made by the Trustee of RHT will be the same as that described for Unitholders of RPT under the same heading above. Disposal of Units and Taxation of Capital Gains 38. The tax treatment in respect of disposals of units of RHT and the taxation of capital gains will be the same as that described for Unitholders of RPT under the same heading above. Non Resident investors of RPT and RHT 39. The following is a brief summary of the Australian taxation implications which apply to Unitholders of RPT and RHT who are non-residents of Australia for tax purposes. 40. Australian income tax, at rates applicable to non-residents, is required to be deducted at source from certain components of distribution entitlements not subject to Australian withholding tax, including realised capital gains. Any interest component of distribution entitlements will be subject to interest withholding tax. 41. Non-residents are generally not liable to pay Australian capital gains tax on gains realised on disposal of units in RPT or RHT unless the Unitholder (and associates) has, or has an option or right to hold, 10 per cent or more of the issued units in RPT or RHT at any time during the five years prior to disposal. 42. Non-resident investors who hold units in either RPT or RHT on revenue account may not be subject to Australia tax if they are resident in a country with which Australia has a double tax agreement. Such investors should ascertain this themselves. 43. Non-residents need not provide a TFN. 44. A non-resident Unitholder may be entitled to a tax credit pursuant to the tax laws of the investor’s country of tax residence, in respect of Australian income tax withheld or paid. 45. Non-resident investors considering subscribing for Units in RPT or RHT are advised to seek their own taxation advice before investing.

Yours faithfully

Gordon Thring Representative under Proper Authority from PricewaterhouseCoopers Securities Ltd

64 13. The Manager and Centro

Overview of the Manager The Manager has extensive retail management and development expertise. With the inclusion of Roselands, the Manager will have retail assets under management of approximately $850 million. The Manager currently manages two regional shopping centres (including Roselands) and ten sub-regional centres throughout Australia. The Manager views its management role as integral to the success of each of the properties. Consequently, the Manager has developed a strong management structure. This structure supports the experienced centre management, leasing, development and asset management teams, which in turn work with the retailers to ensure they are provided an environment in which to prosper.

Directors of the Manager and Centro Brian Healey (Chairman) Mr Healey is Chairman of Portfolio Partners Limited and Biota Holdings Limited. He is also a director of Fosters Brewing Group Limited, Orica Limited (formerly ICI Australia Limited) and AWA Limited. Andrew Scott (Chief Executive Officer) Mr Scott recently joined Centro after 15 years with Coles Myer Ltd in various senior property, finance and strategy positions. Immediately prior to joining Centro, he was director property for Coles Myer. Graham Goldie Mr Goldie has a background in retail store management with over 15 years’ experience at a senior executive level for Target and Myer stores. Since 1991, Mr Goldie has operated his own consultancy service during which time he has consulted to a wide range of diverse interests. Mr Goldie is also a director of an information technology company, A.A.G. Holdings Pty Limited. David Graham Mr Graham is the principal of a corporate financial advisory firm based in Brisbane. He has had extensive experience in merchant banking in Australia and overseas. He is also a director of Buderim Ginger Limited and Mincom Limited. Laurie Wilson Mr Wilson is a director of PGA (Logistics) Pty Ltd, Forestry Tasmania, EAN Australia Ltd and MET Tram 1 (trading as Swanston Tram).

65 Centro Property Trust PropertyCentro

>

> Group Investors Group Stapled Securities Centro Properties Centro One Share One Unit Centro Properties Limited Properties Centro The two principal Centro Properties entities in the to as Group are a unit trust (referred Each Centro Stapled Security comprises one unit and Centro. “Centro PropertyTrust”) in the Centro Each investor to a share in Centro. “stapled” in Centro PropertyTrust and shares. of units an equal number owns Properties therefore, Group, as Centro Stapled Securities jointly to be traded and The units and shares are only able circumstances in any separately or otherwise dealt with cannot be traded, transferred “off market”). effected (including transfers and Manager Trustee is Sandhurst Nominees (Victoria) Limited. of Centro PropertyTrust Trustee The subsidiary is CPT Manager Limited, a wholly owned Trust The Manager of Centro Property of Centro. Policy Dividend and Distribution dividends from Centro as well as income Centro Stapled Security holders receive Security Distributions are paid to Centro Stapled Trust. distributions from Centro Property period. holders half yearly no later than three months after the end of the relevant income of requires that the whole of the taxable The trust deed of Centro PropertyTrust this would where (except year in each financial be distributed Trust Centro Property The Manager intends to under the financing arrangements). of default constitute an event (if this is greater Trust distribute the whole of the net accounting income of Centro Property Background to Centro Background in February formed since September listed on the ASX and has been 1985 Centro was and commercial property manage retail in and to invest were Its original objectives 1985. Currently property on retail Centro has focused assets. More recently, assets. its total property 96 per cent of are within that class. assets approximately Properties Group Centro Structure of the The structure of the Centro Properties Group is as follows: 66 than the taxable income) in each financial year. The Trustee may, at the direction of the Manager, also distribute capital of Centro Property Trust. The Directors also intend to distribute all of the after tax profits of Centro. Where Centro declares dividends, it is intended that the payment of these coincide with Centro Property Trust distributions. Trust distributions and Centro dividends are aggregated and paid by cheque or direct credit into an account with a financial institution nominated by the Centro Stapled Security holder.

Financial Information The total market capitalisation of Centro Stapled Securities currently exceeds $400 million. Centro Properties Group’s financial results over the last five years are summarised as follows:

Abridged 6 months 12 months to June Earnings to Dec Statement 1997 $000 1997 1996 1995 1994 1993 Property rental income 21,031 42,623 34,548 29,279 24,883 20,453 Property management income 2,005 185 (219) (447) 150 247 Overhead expenses (2,160) (2,369) (2,396) (2,290) (2,202) (2,256) Finance costs (7,576) (17,244) (9,380) (5,599) (7,543) (4,718) Operating profit before abnormal items and income tax 13,300 23,195 22,553 20,943 15,288 13,726

Abridged Balance 31 Dec 30 June 30 June 30 June 30 June 30 June Sheet 1997 1997 1996 1995 1994 1993 $m Property investments 488.4 482.1 444.2 361.4 286.4 239.3 Other assets 12.2 9.4 10.7 10.4 5.3 69.6 Total assets 500.6 491.5 454.9 371.8 291.7 308.9

Borrowings 149.6 228.7 179.7 128.6 90.6 88.1 Other liabilities 20.3 19.2 18.4 20.8 14.6 84.5 Total liabilities 169.9 247.9 198.1 149.4 105.2 172.6

Net assets 330.7 243.6 256.8 222.4 186.5 136.3 Gearing (borrowings/total assets) 29.9% 46.5% 39.5% 34.6% 31.1% 28.5%

67 Centro Property Portfolio The table below sets out particulars of Centro’s portfolio after the acquisition of a 50% interest in Roselands:

Property GLA Ownership Cap Rate Discount Rate Book Value (m2) (%) (%) (%) at 30 June 98 ($000) Acquisition Roselands 59,064 50 8.5 11.5 90,250 (1) Existing Properties Retail Mandurah (WA) 37,926 100 9.25 11.5 113,050 The Glen (Vic) 48,874 50 8.00 12.0 80,200 Karingal Hub (Vic) 25,771 100 9.50 12.75 84,750 Westcourt Plaza (Qld) 18,372 100 11.00 13.5 36,000 Warriewood Square (NSW) 18,044 100 10.25 13.0 43,500 Keilor Downs Plaza (Vic) 15,244 100 10.25 13.0 39,000 Cranbourne Park (Vic) 31,000 50 9.50 12.5 35,750 Karratha City (WA) 21,977 100 12.00 14.0 28,500 Lavington (NSW) 17,373 100 10.00 13.0 23,200 Mildura Centre Plaza (Vic) 16,150 100 na na 31,700 Industrial Mulgrave Business Park (Vic) 20,141 100 11.50 13.5 17,000 Total Portfolio Including Acquisition 622,900

(1) Book value of Centro’s 50% interest in RIT na Not available

A breakdown of the Centro property portfolio by geographic location is set out below:

WA NSW 23% 26%

QLD 6%

VIC 45%

Centro Properties Group Strategy The Centro Properties Group specialises in the ownership, management and development of retail property throughout Australia. The Directors’ aim is to maximise security holder wealth through a combination of increased income distributions and capital value.

68 When viewing investment opportunities, consideration is given to the following criteria: • strong market position in the immediate catchment area; • catchment spending and population growth potential; • enhancing the geographic spread of the Group’s assets; • refurbishment and redevelopment potential; and • opportunities for improvements in value from better management. Centro Properties Group’s strategy recognises that opportunities and efficiencies arise from the combination of property ownership and management businesses. As the level of assets under management grows, the property management business will benefit from the resultant economies of scale. In turn, the growth of the property management business will deliver productivity gains to the property ownership business and increase access to investment opportunities. Most importantly, the Centro Properties Group will continue to focus on its customers, the retailers, with the object of ensuring that it provides an environment in which they can prosper.

Relationships between Centro Properties Group, Roselands Property Trust and Roselands Holdings Trust Investors in RPT and RHT should be aware that the following relationships exist between the Centro Properties Group, RPT and RHT: • Centro Roselands Trust, a sub-trust of Centro Property Trust, owns the 50 per cent interest in RIT not owned by RPT. The basis of this relationship is governed by the terms of the Joint Venture Agreement summarised in Section 14. • CPT Manager Limited, a wholly owned subsidiary of Centro, is the trust manager of: • Centro Property Trust, and its wholly owned sub-trust, Centro Roselands Trust • RIT, the owner of Roselands • RPT and RHT. • CPM (NSW) Pty Ltd, a subsidiary of Centro, is the manager of the Roselands Shopping Centre under the terms of the centre management and leasing agreement summarised in Section 14. • Claes Pty Ltd, a subsidiary of Centro, is the development manager of the Roselands Shopping Centre under the terms of the development management and project leasing agreement summarised in Section 14. Centro reserves the right to acquire units in RPT or RHT at any time. Centro may also wish to underwrite (or sub-underwrite) any future rights issue by the Trusts to fund redevelopment of Roselands, as described in Section 2 of this prospectus. Investors are also referred to the sub-underwriting arrangements between Centro and the Underwriter described in Section 14.

69 Effect of the Offer on Centro The immediate effect of the RPT and RHT Offer, through operation of the Exit Mechanism (details of which are summarised in Section 14), is to create a contingent obligation upon Centro to pay cash or issue Centro Stapled Securities or a combination of the two, in exchange for units in RPT and RHT at or about July 2004. If Centro, through operation of the Exit Mechanism, chooses to: • issue Centro Stapled Securities in exchange for the units in RPT and RHT, the effect of the offer on Centro would be to increase the paid up capital of the Centro Properties Group. The number of additional Centro Stapled Securities will be determined at the time by reference to the value of the units in RPT and RHT (net of borrowings) and the market value of Centro Stapled Securities; • pay cash to RPT and RHT unitholders in exchange for the units in RPT and RHT, the effect of the offer on Centro would be to require an outlay of funds to RPT and RHT unitholders. It is not possible to meaningfully predict the amount or the source of the funds required for this outlay as that will depend upon the circumstances existing at the time of the exchange. In each case, through operation of the Exit Mechanism, Centro Properties Group may acquire the remaining 50% of RIT and, therefore, Roselands would become a wholly owned asset of Centro Properties Group. This prospectus does not contain more specific details regarding the effect that the contingent obligation under the Exit Mechanism might have on Centro as it is not possible to meaningfully forecast the circumstances which will exist at the time of exchange. For instance, the effect of the offer on Centro will depend upon a number of factors at the time of exchange, including: • Centro’s financial position • the trading price of Centro Stapled Securities • the value of the Roselands Shopping Centre. In these circumstances Centro believes that it has no reasonable basis for such forecasts.

ASX Reporting Centro Properties Group is a disclosing entity, and as such is subject to regular reporting and disclosure obligations. A summary of these obligations is set out on page 94.

70 14. Additional Information

Summary of the Trust Deeds Each Trust is governed by a trust deed dated 16 June 1998, as amended, between the Manager and the Trustee and Centro Properties Limited. The material provisions of the trust deeds, as augmented by the Corporations Law, are summarised below.

The Roselands Property Trust Deed

The Trustee Subject to the terms of the trust deed, the Trustee may deal with the assets of the Trust as if it were the absolute owner of them. However, the Manager and the Trustee covenant that the Trust will be fully invested in the Roselands Investment Trust from 3 months after the offer under this prospectus closes.

The Manager Subject to the terms of the trust deed, the Manager has full and complete powers of management of the Trust and the Trustee is excluded from management.

Retirement and removal of the Manager and Trustee The Manager and the Trustee may be removed in the circumstances set out in the Corporations Law. The Manager and the Trustee may also retire on giving 3 months notice or such shorter period of notice as is agreed between them.

Rights and interests of Unitholders The principal rights of Unitholders include the right to: • attend and vote at any meeting of Unitholders; and • participate in income and capital distributions of the Trust. Subject to the terms of the trust deed or the terms of issue, each Unit confers an equal interest in the Trust but not an interest in any particular part of the Trust nor any right to interfere with the exercise of the Manager’s or Trustee’s powers.

Unitholders’ liabilities Generally, each Unitholder’s liability will be limited to the value of their investment in the Trust.

71 Manager’s and Trustee’s remuneration and fees Each of the Manager and Trustee are entitled to be paid a fee out of the income or capital of the Trust up to 1 percent and 0.25 percent respectively of the gross asset value of the Trust. The Manager and the Trustee may each waive or postpone payment of all or part of its fees. In addition, the Trustee and Manager are indemnified and entitled to be reimbursed out of the Trust for all expenses and liabilities which they incur in connection with their administration or management of the Trust or performance of their obligations under the trust deed.

Income distributions Subject to the terms of issue of the Units, the Trustee must distribute the distributable income of the Trust on a date fixed by the Manager - being no later than 90 days after the end of the relevant distribution period. Distribution periods will be determined by the Manager but will not be longer than 12 months. Unitholders’ entitlements will be determined on the basis of their Unit holdings on the last day of the relevant distribution period. Subject to the terms of issue of the Units, income distribution will be satisfied by the payment of cash.

Distribution of capital The Manager may at any time determine that the capital or income of the Trust be distributed to the Unitholders in proportion to the number of Units held by them. Subject to the terms of issue of the Units, capital distributions may be satisfied by the issue of Units.

Investment policy From 3 months after the date of closure of the RPT and RHT Offer under this prospectus, the Manager and Trustee covenant that the Trust will remain fully invested in units in the Roselands Investment Trust.

Dealing restrictions Unitholders must not give, revoke or amend any direction or give (or have given) security in respect of, or otherwise deal with, their Units in a manner which would prejudice the payment, out of their entitlements to the income and capital of the Trust, to the Bank (or other relevant financier) of interest and principal under a Loan attaching to the Units. If a Unitholder fails, in the opinion of the Manager, to comply with this condition, the Unitholder’s entitlements to the income and capital of the Trust will be forfeited and their Units will not rank for income and capital entitlements except to the extent and for the periods determined by the Manager.

Further issues of units After the Trustee has acquired 50 per cent of the units in the Roselands Investment Trust and the units which are the subject of this prospectus have been issued, the Manager must not issue any further units unless by way of exchange for units in RHT or by way of an offer to all existing Unitholders and only then for the purpose of funding any improvements, refurbishment or maintenance of real property investments of the RIT acquiring adjacent real property to enhance those investments or to repay any borrowings of the RIT.

72 Any further Units issued, except in the case of a rights issue, will be at a price reflecting the net asset backing per Unit on the date of issue less liabilities and provisions which the Manager considers necessary.

Repurchase or redemption of Units Subject to the appropriate relief by the ASC being in force, there is no repurchase (buy-back) or redemption facility in relation to any Units in the Trust.

Request for exchange of Units A Unitholder may at any time request the Manager to exchange their Units in the Trust for an equivalent value (adjusted for any Loan attaching to their Units) of Units in RHT. The Manager may, but is not obliged to, accede to such a request.

Transfer of Units The Manager may refuse to register a transfer of Units if the transferee: (a) does not provide evidence (to the satisfaction of the Manager) that it has been provided with a copy of each prospectus describing the rights and obligations under any Loan; and (b) will assume the rights and obligations of any Loan attaching to the transferred Units.

Modification of trust deed Subject to any approval required under the Corporations Law, the Manager and the Trustee may amend the trust deed by supplemental deed. The Corporations Law currently prevents a trust deed from being amended without the approval of the Unitholders unless the Trustee reasonably believes that the rights of those Unitholders will not be adversely affected by the amendment.

Indemnity and limitation of liability of the Trustee and Manager The Manager and Trustee are indemnified out of the assets of the Trust and will not be liable to Unitholders for any loss or liability. Except in the case of fraud, negligence, breach of duty or breach of trust, the Trustee will not be liable to Unitholders to any greater extent than the extent to which it is entitled to be indemnified out of the assets of the Trust.

Special fees and costs The Trustee and the Manager are each indemnified and entitled to be reimbursed or paid from the Trust fund for costs incurred as trustee of the RHT, and for fees and costs incurred with respect to arranging, maintaining and administering any financial accommodation or Loan.

73 Exit Mechanism Refer to comments below.

The Roselands Holdings Trust Deed

Introduction Except as set out below, the terms of the trust deed are, in all material respects, the same as for the RPT trust deed.

Investment policy From 3 months after the date of closure of the RPT and RHT Offer under this prospectus, the Manager and Trustee covenant that the Trust will remain fully invested in units in RPT.

Request for exchange of Units A Unitholder may at any time request the Manager to exchange their Units in the Trust for an equivalent value of Units in RPT (together with liability under any corresponding Loans). The Manager may, but is not obliged to, accede to such a request.

Fees Unitholders in the RHT will not be subject to any fees or other charges in excess of the fees or charges to which they would be subject had they invested directly in the RPT for so long as the RHT is fully invested in the RPT.

Exit Mechanism for each of RPT and RHT

Put and call After 6 years (ie at 30 June 2004), the value of the Trusts’ investments will be determined by reference to the average of a valuation performed by an appropriately qualified expert independent valuer appointed by the Trustee and a similarly qualified valuer appointed by Centro Properties Limited. Unitholders may put all their Units (and any Loan attaching to those Units) to Centro Properties Limited at their current unit value (adjusted for any Loan attaching to such Units) based on the average of the two valuations. A Unitholder will not be entitled to put their Units if the Bank (or other relevant financier) is entitled to call for immediate repayment of any Loan attributable to that Unitholder. Where any Units are put, Centro Properties Limited will have the right to call all the remaining Units (together with a transfer or assumption of any Loan attaching to such Units).

Consideration The consideration under the put and calls will be paid, at Centro’s election, in cash or Centro Stapled Securities or any combination thereof. Any Centro Stapled Securities will be issued at a 0.5 per cent discount to market price to compensate Unitholders for transaction costs if they wish to dispose of such securities. The issue price will also be

74 adjusted for distribution and other entitlements reflected in the market price but for which the new Centro Stapled Securities will not rank for participation. If the consideration under the put and calls is satisfied in Centro Stapled Securities, application will be made for the quotation of those Centro Stapled Securities on the ASX within 3 business days after the date of allotment or issue of those securities.

Sale of the interest in the Roselands Investment Trust If not all the Units are put or called then RPT’s 50 per cent interest in the Roselands Investment Trust will be offered to the market for sale for a period of three months. If no bid is received during that period then Centro Properties Limited has the right to acquire that 50 per cent interest at a price based on the average valuation described above. Centro Properties Limited may make the acquisition by either purchasing the 50 per cent interest directly or by calling for the balance of the Units in RPT and RHT (so that it holds the asset indirectly through 100 per cent ownership of RPT and RHT). The consideration for such call will be paid in cash or Centro Stapled Securities, issued on the same terms described above, or any combination thereof, at Centro’s election. If Centro Properties Limited does not acquire the 50 per cent interest in the Roselands Investment Trust (either directly or indirectly) then that 50 per cent interest will continue to be marketed until sold.

Distributions Unitholders will be entitled to a share of distributable income for the distribution period in which a put or call is made, pro rata for the period up to the date the put or call is effected.

Transfer restrictions Unitholders may not transfer Units during the initial put and call period or the period between the end of the three month marketing period described above and the date the final call is effected. Unitholders will be notified of the relevant dates and transfer restrictions shortly after the put and call valuations are performed.

Attorney Each Unitholder appoints the Manager as its attorney for the purpose of effecting the Exit Mechanism including, without limitation, signing any application for Centro Stapled Securities.

Termination of the Trusts Unless all of the Unitholders of the Trust advise that they are not in favour of termination, the RPT will be terminated and wound up as soon as practicable after the 50 per cent interest in the Roselands Investment Trust is sold and the RHT will be terminated and wound up as soon as practicable after the RPT is terminated and wound up. If either Trust continues because the Unitholders unanimously object to termination, such Trust will, subject to the terms of the relevant trust deed, continue until 12 years after its

75 commencement at which time the Unitholders will again be consulted to determine if the Trust should continue for a further period of 12 years. The Trust may be terminated at any time by resolution at a duly convened meeting of 75% (by value) of Unitholders on which 25% (by value) of eligible Unitholders voted.

Performance fee A performance fee will be payable to the Manager (or one of its associates): • by a Unitholder out of the consideration payable on exercise of the put or call; and • by the Trustee out of the Trust on a disposal of the 50 per cent interest in the Roselands Investment Trust or the Roselands Shopping Centre by the Roselands Investment Trust. as described in Section 8 of this prospectus.

76 Exemption of Trusts from provisions of the Corporations Law The ASC has made declarations and modifications under sections 1069(3) and 1084 of the Corporations Law and regulations 7.12.15A(2) and 7.3.02A of the Corporations Regulations (or relief will be sought under these provisions) in respect of the trust deeds for each of RPT and RHT which will enable those Trusts to operate in the manner described in this prospectus. These are summarised (as far as they are relevant) as follows:

Corporations Law Provision Effect of relief Regulations 7.12.15(5) and 7.12.15(7) The Trusts are regulated as property securities trusts rather than unlisted property trusts. Sections 1069(1)(c), (d) and (e)(ii) Suspends the Manager’s obligation to repurchase or cause the redemption of units subject to certain conditions. Regulation 7.12.15A Suspends the operation of the minimum liquidity requirements for the Trusts while there is no repurchase or redemption obligation. Regulation 7.3.02A Suspends the operation of the minimum capital requirements for the Manager while there is no repurchase or redemption obligation. Section 1069(12) Removes the discretion of the Trustee and the Manager to continue the operation of the Trusts beyond the fixed term specified in the trust deed without unitholder approval. Sections 216F and 1070 and Affects the register of Unitholders and allows the Regulation 7.12.15(6)(a) Manager to restrict inspection of the register in certain circumstances. Section 1069(1)(f) Enables the Manager not to send accounts and other statements to Unitholders who do not want them or cannot be located. Regulation 7.12.15(6)(bb) Enables the Manager to issue one prospectus in relation to both Trusts. The declarations and exemptions are subject to various conditions that must be complied with for the relevant relief to continue to operate.

Managed Investments Act 1998 The Trusts are regulated under the Corporations Law. The Managed Investments Act 1998 (which was passed by Federal Parliament in late June 1998 and which commenced operation on 1 July 1998) has amended the regulatory regime for managed investment schemes regulated by the Corporations Law. The Trusts are constituted under deeds approved under the former regime and for which there is a two year transitional period for implementation of changes required to comply with the new regime.

77 The new regulatory regime provides for the replacement of the two party trustee/manager structure with a single entity that will take sole responsibility and liability for all aspects of the operation of an investment vehicle such as the Trusts. The regulations and policy for the new regime have not been finalised at the date of this prospectus. The Manager intends to seek exemption from or modification of the application of the new requirements so that the Trusts can continue to operate with an independent trustee and manager for as long as possible after the two year transitional period. It should be noted, however, that under current proposed policy for the new regime, such exemption or modification will not be available. If appropriate modification or exemption is not granted then it is proposed that the Manager will seek to continue to manage the investments of the Trusts either by itself applying to become the single responsible entity or, if another entity such as the Trustee assumes that role, seeking a delegation of the management function from the relevant single responsible entity.

Summary of the Loan Arrangements

Facility Agreement

General The Bank has agreed to provide a limited recourse loan facility to investors, of an amount up to $60m, to fund, among other things, part of the acquisition price of the units. The Facility Agreement is between the Bank and Centro Syndication Finance Pty Ltd (“CSF”), a wholly owned subsidiary of the Centro Properties Group which has been established to act as borrowing agent for the purposes of the facility. The Facility Agreement provides a funding commitment to CSF for a term of 5 years and 3 months, unless terminated at an earlier time. Funding will be by way of a variable rate bill facility or cash advance facility. The maximum amount of the facility is $60m, or such lower amount which complies with the loan to valuation ratio described under the heading, ‘Financial undertakings’, in the summary of the Negative Pledge Agreement set out below. Borrowing Agent CSF acts only as agent under the Facility Agreement. It is not personally liable for any of the Unitholder’s payment obligations, and will not provide any additional material financial resources. Prior to the Closing Date, CSF will act as agent for the Trustee of RPT. After that time, CSF will act as agent for all of the Unitholders in RPT from time to time. CSF will therefore act as agent for the Trustee of RHT for any borrowings necessary to fund the acquisition of any Units held by RHT in RPT. Unitholders in RHT will not be personally liable for any of the borrowings under the facility.

78 The Manager will be prevented from registering any transfer of a Unit in RPT unless the transferee has provided a power of attorney in the same form as contained in this prospectus.

RPT Unitholder’s liability Each RPT Unitholder’s liability is determined according to its unit ratio multiplied by the outstanding balance from time to time. Where the only Units in RPT are ordinary Units, the unit ratio will be equal to the percentage of all Units in RPT held by that RPT Unitholder. That ratio may be adjusted by agreement between the Trustee of RPT, the Bank and the Manager where additional classes of RPT Units are issued. The outstanding balance is equal to all amounts owing under the Loan and any Interest Rate Management Agreement with the Bank (including principal, interest or discount, fees, charges, expenses and certain gross-up and indemnity payments which may be required to be made). The amount of each RPT Unitholder’s liability may vary over time, including as a result of a change in the relative proportion of Units held by it, changes in the gearing level of the Units over time, any changes to the unit ratio, and any increases to the facility amount which may be agreed in the future.

Limited recourse The liability of any RPT Unitholder under the Facility Agreement is limited at any date to the value of any amounts to which it is entitled from RPT. The Bank is not permitted to take action against a Unitholder to claim any other assets or property of a Unitholder (including the Units or any proceeds of sale of the Units), other than to claim the value of any amounts to which the Unitholder is entitled from RPT. The Bank is not permitted to take any action against a Unitholder in relation to the transactions contemplated by the Facility Agreement, except to the extent necessary to exercise its rights against any of the Unitholder’s entitlements under RPT or to enforce any securities granted to it.

Priority of the Bank over Unitholders CSF, as agent for the Unitholders, acknowledges that the Bank has recourse to the assets of RPT in priority to the rights of the Unitholders, other than their rights to retain any moneys which have been previously paid to the Unitholders.

Other Matters An indemnity is provided to the Bank against certain increased cost events relating to bank capital requirements or taxes, and CSF is required to gross-up payments for any taxes required to be withheld from payments to the Bank. The facility may be suspended or cancelled in the case of certain events, for example, where it becomes impossible or illegal for the Bank to maintain funding the Loan.

79 Deed of Novation The Bank, the Trustee of RPT and CSF may enter into an initial Deed of Novation on or about 15 September 1998, whereby CSF will assume the obligations under the Facility Agreement and Interest Rate Management Agreement as agent for the RPT Unitholders in accordance with the arrangements set out in the Facility Agreement. CSF is also required to enter into subsequent deeds of novation or assumption at periodic intervals in respect of transfers of units or additional allocations of units. Until the Deed of Novation is entered into the transferor of the units will remain liable under the Loan, subject to the limitations on recourse.

Debenture Trust Deed - First ranking security over RPT to Bank The Trustee of RPT has entered into a Debenture Trust Deed with CBA Corporate Services (Vic) Pty Ltd, an associate of the Bank, as debenture trustee. The Bank will hold a debenture issued by the Trustee of RPT as part of security arrangements associated with the financing. The debenture trustee acts for the holders of debentures from time to time, and does not act for, or owe any duties to, Unitholders. The Debenture Trust Deed contains a first ranking fixed and floating charge over all of the assets and undertaking of RPT (subject to certain minor exclusions), and the Trustee’s right of indemnity in respect of RPT. The rights of the Bank, the debenture trustee and any other secured party under the charge to the payment of all amounts owing to it will rank in priority to the rights of the Unitholders in all cases.

Roselands Negative Pledge Agreement A range of undertakings, representations and events of default applicable to the Facility Agreement are included in the Roselands Negative Pledge Agreement between CSF, the Bank, the Trustee of RPT and RIT and the Manager.

Undertakings and representations RPT and RIT are prohibited from creating security interests without the Bank’s consent, other than for certain specified exceptions. RPT, RIT and CSF are prevented from incurring financial indebtedness (as defined) without the Bank’s consent, other than for certain specified exceptions. RPT and CSF provide a number of undertakings to the Bank, and RIT provides a number of undertakings to RPT, which RPT is obliged to enforce for the benefit of the Bank. These undertakings include periodic reporting, notice and information requirements; restrictions on the change of business; an obligation to comply with laws; prohibition on reductions of capital by RPT and RIT; an obligation to insure the shopping centre in accordance with usual business practice; and a number of obligations specific to RPT and RIT as trusts. A range of representations are made by RPT, RIT and the Manager.

80 RIT has undertaken to agree to execute a registrable mortgage to the debenture trustee over a half share in the shopping centre in the event that the Bank is unable to enforce the fixed and floating charge in the Debenture Trust Deed.

A range of costs, charges and indemnity payments are required to be paid to the Bank by RPT and CSF.

Restrictions on earnings distribution RPT is prohibited from paying or declaring distributions at any time, if an event of default exists, or (subject to certain exceptions) if anything has occurred which would, with the giving of notice, the passage of time or the making of any determination, result in an event of default.

Financial undertakings RPT and the Manager undertake to the Bank that:

• the net income interest cover ratio (as defined) for the 12 months to 30 June 1999 and every six months thereafter for the preceeding twelve month period will not be less than 1.75:1 (adjusted for the 12 months to 30 June 1999 to exclude the establishment fee paid to UBS Australia Limited); and • the ratio of total financial indebtedness (as defined) to RPT’s share of the most recent valuation of Roselands accepted by the Bank must not exceed 65 per cent at any time, based on valuations occurring annually, and otherwise no more than six monthly if required by the Bank (“loan to valuation ratio”).

Events of default

The occurrence of an event of default allows the Bank to call for immediate repayment of all of the outstanding amount of the Loan and amount owing under any Interest Rate Management Agreement and to instruct the debenture trustee to enforce the fixed and floating charge in the Debenture Trust Deed, including by way of claiming any retained earnings and exercising its power of sale over RPT’s units in RIT to recover the moneys owed to the Bank and the other parties secured under the Debenture Trust Deed.

Events of default include (but are not limited to):

• the Manager ceases to be manager of RIT or RPT; • there is a change in control (as defined) of the Manager or CSF (other than by reason of any change in the ownership of shares in Centro); • the Loan to Valuation Ratio noted above is breached, and the Manager or CSF fails to satisfy the Bank that it will be rectified within 30 business days after notice by the Bank; • RPT ceases to hold at least 50 per cent of the units in RIT; • CSF or RPT fails to pay any moneys to the Bank under any relevant agreement within 2 business days of the due date; • CSF, RPT, RIT or the Manager fail to perform any of its obligations under any relevant agreement, or breach in any material respect any of their representations under any relevant agreement (subject to certain grace periods);

81 • any of a number of certain defined insolvency events occur in relation to CSF, RPT or RIT (including CSF, RIT or RPT stopping payment or ceasing to carry on business); • any security interest is enforced, or a controller appointed, in respect of CSF, RPT or RIT; • any present or future financial indebtedness of CSF, RPT or RIT (other than under the banking documents with the Bank) in aggregate exceeding $2 million becomes due and payable as a result of default or is not paid when due; • distress is levied or judgement or an order enforced against CSF, RPT or RIT for an amount exceeding $2m; • certain events occur in relation to RIT or RPT concerning the trusts, including removal as trustee, or the trustee ceases to be authorised under any of its trusts (subject to certain exceptions); • the banking documents are, or are claimed by CSF, RPT or RIT or the Manager to be wholly or, in a material respect, partly void, voidable or unenforceable; • a change is made to their trust deed by RIT or RPT, or the memorandum and articles of the CSF, RPT, RIT or the Manager which affects the enforceability of the banking documents; • the capital of RPT (other than by way of distribution of the accounting profits of the Trust) or CSF is reduced; and • an unauthorised distribution is made by RPT.

Guarantee Following the Closing Date, RPT unconditionally guarantees to the Bank repayment of all moneys owing under the Facility Agreement and other banking documents with the Bank. RPT also indemnifies the Bank in respect of the Facility Agreement and the other banking documents.

Interest Rate Management Agreement CSF has entered into an interest rate swap agreement with the Commonwealth Bank for a five year term. The agreement provides for fixed rate payments to be made by CSF, based on an interest rate of 5.75% and a notional amount of $58,500,000. Floating rate payments based on that notional amount are payable by the Commonwealth Bank. CSF enters into the agreement as agent initially for RPT, and then for the Unitholders in RPT. The liabilities under the Interest Rate Management Agreement are to be assumed by the Unitholders in RPT, under the arrangements specified in the Facility Agreement.

82 The agreement is currently governed by the provisions of the 1991 ISDA Definitions. The form of this agreement may be amended, and may include a number of additional undertakings, representations and events of default which have not been negotiated at the date of this prospectus. The existing provisions, and any amended provisions, may allow termination of the interest rate swap by CSF or the Commonwealth Bank, and payment of compensation by either party, in a range of circumstances.

Loan to Roselands Property Trust Under the loan agreement between UBS Australia Limited (ACN 003 059 461)(“UBS”) and the Trustee of RPT and the Manager, UBS agrees to lend approximately $40m to the Trustee, to be applied towards subscription for units in RIT. The loan can only be repaid: • out of any credit balance in the account into which the proceeds of subscription paid by Unitholders is paid (disregarding that part of the unit price for which Unitholders have assumed liability to Commonwealth Bank); • by application for units by UBS; or • by conversion into debt in favour of UBS on terms subordinated to the debenture trustee and the Commonwealth Bank on terms agreed by them. An establishment fee of around $700,000 is paid in respect of that loan. No interest is payable. A number of representations are made, and undertakings given by, the Trustee of RPT. If an event of default occurs and is subsisting, UBS may with the consent of the debenture trustee under the Debenture Trust Deed call for repayment of the loan. Events of default include, but are not limited to: • the Manager, RPT or other relevant party fails to make any payment to the lender when due, or fails to comply its other obligations, or to satisfy certain conditions; • a representation by the Manager, RPT or other relevant party is not true in a material respect at any relevant time; • cross default occurs (subject to certain exceptions); • an insolvency event or associated arrangement or event occurs in relation to the Manager, RPT or other relevant company; • there is enforcement against assets of the Manager, RPT or other relevant company; and • there is a reduction of capital of the Manager, RPT or other relevant company. Certain indemnities are given by the Trustee in relation to the agreement.

83 Joint Venture Agreement for Roselands Shopping Centre

Parties The parties to this agreement dated 1 July 1998 are: • Sandhurst Nominees (Victoria) Limited, in its capacity as trustee of CRT; • Trustee, in its capacity as trustee of RPT; and • the Manager, in its capacity as manager of RIT.

Objectives The main objectives of this agreement are: • to establish a joint venture committee (“Joint Venture Committee”) (comprising representatives appointed by CRT and RPT which will be responsible for directing the Manager in the asset management of RIT (including the development of Roselands Shopping Centre); and • to set out rights of pre-emption in relation to any proposed dealings in the ownership interests (direct or indirect) in the Roselands Shopping Centre.

Commercial terms Capital contributions All units in RIT will rank equally in all respects. The intention is that, subject to transfers of units in accordance with the pre-emption mechanism under the agreement, CRT and RPT will each hold 50 per cent of the units in RIT.

Borrowing RIT may borrow funds: • on an unsecured negative pledge basis; and • of such amounts as both CRT and RPT determine.

Joint Venture Committee CRT and RPT may each appoint two representatives to the Joint Venture Committee which will be established for the purpose of: • receiving reports about the affairs of RIT; • giving directions to the Trustee (in its capacity as trustee of RIT) and the Manager concerning the activities of RIT and the management and development of the Roselands Shopping Centre; • approving the Property Manager’s annual budget; • addressing any potential conflicts of interest; and • discussing strategic issues.

84 Asset Management Methodology CRT and RPT will authorise their representatives on the Joint Venture Committee to act on their behalf. For so long as the Centro Properties Group controls the Manager, CRT will procure that the Manager acts in accordance with the directions of the Joint Venture Committee (including by giving directions to the Trustee).

Meetings of Joint Venture Committee Frequency: Meetings will be convened at least once every quarter, although a member of the Joint Venture Committee may request that a special meeting be convened. Quorum: A quorum for a Joint Venture Committee meeting is one representative of CRT and one representative of RPT. Decisions: Questions are to be decided by a majority of votes cast by members, which majority must include one vote cast on behalf of each of CRT and RPT. Each member is entitled to one vote and the chairman does not hold a casting vote.

Obligations of the Manager The Manager must not act, except in accordance with a direction from the Joint Venture Committee (other than in relation to regulatory or administrative matters). If the Joint Venture Committee resolves that the Manager must direct or request the Trustee to enter into a transaction, the Manager is required to give the direction or make the request as soon as practicable. The agreement outlines the mechanism by which annual budgets will be prepared by the Property Manager and approved by the Joint Venture Committee.

Disposal of Units and changes in “effective ownership” Units in RIT may only be disposed by a unitholder if: • the other unitholder has given its prior consent; • the disposal is in favour of an entity with the same “effective ownership” as the unitholder; or • the pre-emption procedures have been followed. If a transfer is permissible, the agreement allows a transferring unitholder alternatively to: • request that the Manager cause the Trustee to redeem the units in RIT that would be subject to the transfer; and • issue an equivalent number of units to the party that would have been entitled to the transfer. Upon the occurrence of certain “default” events, such as the winding up or receivership of a unitholder, the other unitholder is entitled to purchase the units for fair value.

85 Pre-emption rights If CRT or RPT (the “selling party”) wishes to sell all (not some only) of its units in RIT, it must offer to sell to the other party on nominated terms no less favourable that it is willing to sell to a nominated third party. If the other party does not accept within 30 days, the selling party may sell on no less favourable terms to the third party within a further 30 days.

Termination The document is intended to have indefinite operation and may be terminated by mutual agreement.

Roselands Shopping Centre Management and Development Agreements

Roselands Management and Leasing Agreement The parties to this agreement dated 1 July 1998 are: • Trustee (as trustee of the RIT). • CPM (NSW) Pty Ltd (Property Manager).

Objectives The main objective of this document is to provide for the ongoing management of the Roselands Shopping Centre by the Property Manager.

Commercial Terms The main commercial terms of this document are as follows:

Appointment The Trustee appoints the Property Manager as the sole and exclusive manager of the centre:

Duties The Property Manager will carry out all duties in relation to: • leasing; • centre maintenance; • collecting income and reporting; and • payment of outgoings and maintenance.

86 Operating expenses The Property Manager will attend to payment of operating expenses of the centre from monies collected by the Property Manager.

Property Manager’s remuneration The Property Manager will receive remuneration based on 4.5 per cent of gross receipts.

Office space The Trustee must provide the Property Manager with office space free of rent and other costs and operating expenses.

Duration The Property Manager shall be appointed for so long as the Property Manager (or a related party of Centro) holds a 25% or more beneficial interest in the RIT.

Assignment The Property Manager may assign its management rights to a related entity of equal financial resources and expertise and to any other entity provided that the prior consent (not to be unreasonably withheld by the Trustee) is obtained and the incoming party’s obligations are guaranteed by Centro.

Termination The appointment of the Property Manager can be terminated in the following circumstances: • on the failure of either party to pay any monies for a period of 14 days; • on the failure of either party to remedy any material breach; • if the centre is destroyed or damaged so that it cannot continue to operate and repair and construction works are not commenced within 2 years; • if either party is found to have acted in a fraudulent or negligent manner in the performance of its obligations; • on insolvency of either party; • by the Property Manager on 6 months notice if the Property Manager ceases to carry on the business of property management; and • if the Property Manager or a related entity of the Property Manager ceases to have a beneficial interest in the Trust, the appointment of the Property Manager can be terminated by 6 months notice.

87 Roselands Development Management and Project Leasing Agreement

The parties are: • Trustee (as trustee of the RIT). • CPM (NSW) Pty Ltd (Project Leasing Manager). • Claes Pty Ltd (Development Manager).

Objectives The main objectives of this document are to provide for the management of any future development of the Roselands Shopping Centre by the Development Manager and provide for the project leasing of the centre by the Project Leasing Manager.

Commercial Terms The main commercial terms of this document are as follows:

Appointment The Trustee appoints the Development Manager to be the sole and exclusive development manager of the centre and the Project Leasing Manager as the sole and exclusive project leasing manager for the provision of the project leasing services for the centre.

Duties The Development Manager will provide development management services. The Project Leasing Manager will provide project leasing services. The development management services include: • evaluating the development potential of the centre; • putting development proposals to the Trustee for development of the centre; • implementing development proposals once approved by the Trustee. The project leasing services include: • preparing and maintaining a project leasing strategy for the centre; • putting the project leasing strategy to the Trustee; • implementing the project leasing strategies once approved by the Trustee; • obtaining and submitting tenancy proposals to the Trustee for approval.

88 Development Fee The Development Manager will be paid a development management fee. The development management fee will be calculated as follows: • 5 per cent of total development cost up to and including a total development cost of $2,000,000 plus; • 3 per cent of total development cost exceeding $2,000,000 up to and including $10,000,000 plus; • 2 per cent of total development cost exceeding $10,000,000. The development management fee will be paid as follows: • 25 per cent on development proposal approval by the Trustee; • 25 per cent on construction commencement; • 40 per cent during implementation of building works (by equal monthly instalments); • 10 per cent upon practical completion; • “wash up” on final completion.

Project Leasing Fee The Project Leasing Manager will be paid a project leasing fee. The project leasing fee will be calculated as follows: • 10 per cent of annualised net rent of all leases negotiated on each project up to a total of $1,000,000; plus • 6 per cent of total annualised net rent of all leases negotiated on each project exceeding $1,000,000. The project leasing fee will be paid within 30 days after the end of a month in which a tenant has taken occupation or executed a lease.

Reimbursement of costs The Development Manager and Project Leasing Manager will be entitled to recover costs incurred in performing their obligations on a direct cost basis plus staff expenses demon- strable to the Trustee as having been incurred in the performance of the duties under the agreement.

Te r m The term of the agreement will be linked to the term of the Roselands Shopping Centre Management and Leasing Agreement.

Default provisions The normal default and insolvency provisions shall apply.

89 Assignment The Project Manager and the Project Leasing Manager have similar assignment rights to those granted to the Manager under the Roselands Management and Leasing Agreement.

Summary of Underwriting Agreement The Issue has been fully underwritten by Warburg Dillon Read Australia Limited. The Manager and the Underwriter entered into the Underwriting Agreement dated 1 July 1998. The Underwriter has agreed to underwrite [the full amount] of the Issue for a fee of $3,600,000. No other management fee, handling fee or brokerage will be payable by the Manager. The Manager indemnifies the Underwriter, its related bodies corporate and the directors, employees and advisers of the Underwriter and its related bodies corporate against all losses, costs and expenses, including reasonable legal expenses, in respect of: • false or misleading statements in or any material omissions from the prospectus, or from information, announcements, advertisements or publicity made by the Manager or with the Manager’s consent or knowledge, in relation to the prospectus or the issue; • failure by the Manager to comply with the Corporations Law or any other legal obligation in relation to the prospectus or the issue; or • any breach by the Manager of its representations, warranties and undertakings in this Underwriting Agreement. Centro has entered into an arrangement with the Underwriter under which Centro may be required to procure subscriptions for and/or to indemnify the Underwriter against its obligation to underwrite up to 37.5% of the Units offered for subscription. Centro will not receive a sub-underwriting fee but may be entitled to a proportion of the income distributions paid on any such Units for a six month period from the Closing Date and to a proportion of any net gain realised by the Underwriter on the disposal of any such Units during or after such six month period. Any handling fee, brokerage or commission payable to members of the ASX and financial planners in respect of Units allocated pursuant to applications lodged by them and bearing their stamps will be paid by the Underwriter out of its fee payable under the Underwriting Agreement.

Disclosures of Interest Interests of Trustee Other than as set out in Section 14 in relation to the Trustee’s fees and in Section 13 in relation to the relationships between Centro Property Group, RPT and RHT, at the date of lodgement of this prospectus and in the two years prior to lodgement, the Trustee did not have any interest in the promotion of the Trusts or Centro or in property proposed to be acquired for the purpose of or by the Trusts or Centro in connection with their formation or promotion, and no amounts, whether in cash or otherwise, have been paid or agreed to be paid to the Trustee to induce it to act as Trustee or in any other capacity or for other services rendered by the Trustee in connection with the Trusts or Centro.

90 Interests of Manager Other than as set out in Section 14 in relation to the Manager’s fees and arrangements with the Underwriter and in Section 13 in relation to the relationships between the Centro Property Group, RPT and RHT, at the date of lodgement of this prospectus and in the two years prior to lodgement, the Manager did not have any interest in the promotion of the Trusts or Centro, or in property proposed to be acquired for the purpose of or by the Trusts or Centro in connection with their formation or promotion, and no amounts, whether in cash or otherwise, have been paid or agreed to be paid to the Manager to procure subscriptions for, or purchases of, the securities offered under this prospectus or for services rendered in connection with the inception, formation or promotion of the Trusts or Centro or for other services rendered in accordance with the trust deed for the Trusts.

Interests of Centro The issue expenses of RPT include $500,000 comprising reimbursement to Centro for the Trust’s share of expenses incurred by Centro on its behalf, including property due diligence and trust establishment expenses and a fee payable to Centro. These costs have been included in the sources and applications of funds detailed in Section 3 of this prospectus.

Interests of Directors and experts Other than as set out below and in Section 13 of the prospectus in relation to the relation- ships between the Centro Properties Group, RPT and RHT, at the date of lodgement of this prospectus and in the two years prior to lodgement, no director or proposed director of the Trustee, the Manager or Centro or any promoter or expert, and no firm in which such director, promoter or expert is a partner, has had any interest in the promotion of the Trusts or Centro, or in property proposed to be acquired for the purpose of or by the Trusts or Centro in connection with its formation or promotion, and no amounts, whether in cash or otherwise have been paid or agreed to be paid to any director or a firm in which a director is a partner, either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the inception, formation or promotion of the Trusts or the Company. As at the date of this prospectus, the following directors of the Trustee, the Manager and Centro held or had the following interests in Centro Stapled Securities:

Director Centro Stapled Securities Brian Healey 26,251 David Douglas Heydon Graham 151,000 Peter Graham Goldie 15,000 Andrew Thomas Scott 487,999 Lawrence Albert Wilson 13,774

91 The directors of the Trustee, the Manager and Centro are entitled to remuneration and reimbursement of certain expenses in accordance with the articles of association of the relevant entity. PricewaterhouseCoopers Securities Limited has prepared the Investigating Accountants’ Report and the Taxation Opinion contained in Sections 11 and 12 respectively of this prospectus. Centro has paid or agreed to pay PricewaterhouseCoopers Securities Limited and its associates $910,000 in the last 2 years up to the date of this prospectus. Richard Ellis (New South Wales) Pty Ltd has prepared the Valuer’s Report contained in Section 10 of this prospectus. Centro has paid or agreed to pay Richard Ellis (New South Wales) Pty Ltd $148,950 in the last 2 years up to the date of this prospectus. Jebb Holland Dimasi Pty Ltd has given general advice in relation to the economic assump- tions relating to the acquisition of the Roselands Shopping Centre. Centro has paid or agreed to pay Jebb Holland Dimasi Pty Ltd $65,957 in the last 2 years up to the date of this prospectus. Access Economics Pty Ltd have provided forecasts in relation to CPI changes. Centro has paid or agreed to pay Access Economics Pty Ltd $1,500 in the last 2 years up to the date of this prospectus.

Consents and disclaimers Trust Company of Australia Limited is named in the directory as Trustee of RPT and RHT. The Trustee has had no involvement in the preparation of any part of this prospectus. The Trustee expressly disclaims and takes no responsibility for any statement or omission from this prospectus. It makes no statement in the prospectus and has not authorised or caused the issue of it. Warburg Dillon Read Australia Limited has given and not withdrawn its consent to be named as adviser and underwriter to the issuer in the form and context in which it is named in this prospectus. Warburg Dillon Read Australia Limited has not authorised or caused the issue of this prospectus. PricewaterhouseCoopers Securities Ltd has given and not withdrawn its consent to the issue of the prospectus containing the Taxation Opinion and the Investigating Accountant’s Report in the form and context in which they are included in this prospectus. PricewaterhouseCoopers Securities Ltd has not authorised or caused the issue of this prospectus and does not make or purport to make any statement in the prospectus other than in the Taxation Opinion and the Investigating Accountants Report. Centro Properties Limited and CPT Manager Limited have agreed to indemnify PricewaterhouseCoopers Securities Ltd, PricewaterhouseCoopers and its employees against claims, liabilities, losses and expenses they incur if information or documentation provided by or on behalf of Centro Properties Limited and CPT Manager Limited is false, misleading or omits material particulars, or if relevant information or documents have not been supplied. Coopers & Lybrand Securities Registration Services has given its consent to be named as registrar in the form and context in which it is named in this prospectus. It has not authorised or caused the issue of this prospectus and has not been involved in the prepa- ration of this prospectus.

92 The Commonwealth Bank has had no involvement in the preparation of any part of this prospectus. Accordingly, it has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for this prospectus. Jebb Holland Dimasi Pty Ltd has given and not withdrawn its consent to be named in the form and context in which it is named in this prospectus. Jebb Holland Dimasi Pty Ltd has not authorised or caused the issue of this prospectus. Jebb Holland Dimasi Pty Ltd has given general advice in relation to the economic assumptions relating to the acquisition of the Roselands Shopping Centre and has had no other involvement in the preparation of this prospectus generally, or the transactions contemplated by this prospectus. Access Economics Pty Ltd has given and not withdrawn its consent to be named in the form and context in which it is named in this prospectus. Access Economics Pty Ltd has not authorised or caused the issue of this prospectus. Richard Ellis (New South Wales) Pty Ltd has given and not withdrawn its consent to the issue of the prospectus containing the valuer’s report in the form and context in which it is included in this prospectus. Richard Ellis (New South Wales) Pty Ltd has not authorised or caused the issue of this prospectus and does not make or purport to make any statement in the prospectus other than in the valuer’s report.

ASC modifications and exemptions The ASC has made the following exemptions and declarations under section 1084(6) of the Corporations Law: • modification of section 1040 to permit the Centro Properties Group to issue and allot Centro Stapled Securities more than 12 months after the date of the prospectus; • modification of section 1021(5) to permit the prospectus to contain statements that other than the Centro Stapled Securities that may be issued pursuant to the exercise of the put and call option, no securities will be allotted or issued on the basis of the prospectus later than 12 months from the date of issue of the prospectus and that if Centro Stapled Securities are issued pursuant to the exercise of the put and call option, application will be made for the quotation of those securities on the ASX within 3 business days of allotment or issue of those securities; • exemption from compliance with section 1022 in respect of the information in the prospectus about Centro Properties Group on the condition that the prospectus is issued in compliance with subsections 1022AA(1) to (7) inclusive in relation to that information.

Inspection of documents The documents and material contracts referred to in Sections 10 and 14 respectively are available for inspection at the offices of the Manager during the offer period.

93 ASX reporting Centro Properties Group is a disclosing entity, and as such is subject to regular reporting and disclosure obligations. These obligations include compliance with the requirements of the Listing Rules concerning the notification of information to the ASX. The Listing Rules require Centro Properties Group to notify the ASX immediately of any information concerning Centro Properties Group of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Centro Stapled Securities. There is an exception to this rule for certain confidential information. Centro Properties Group must also provide to the ASX a half yearly report and a prelimi- nary final statement within 90 days of the end of Centro Properties Group’s half year and full year accounting periods respectively.

Availability of documents Documents lodged by Centro Properties Group with the ASC may be obtained from, or inspected at, an office of the ASC. A copy of each of the documents listed below will be provided by Centro Properties Group free of charge, to any person who asks for them during the offer period: (a) the financial statements of Centro Properties Group for the financial year ended 30 June 1997; (b) any other financial statements lodged with the ASC between the date of lodgement of the statements referred to in paragraph (a) and the date of issue of this prospectus; and (c) any documents used to notify the ASX of information relating to Centro Properties Group under the provisions of the Listing Rules between the date of lodgement of the statements referred to in paragraph (a) and the date of issue of this prospectus.

94 15. Signatures and Directors’ Statement

Signed by each of the Directors of Centro Properties Limited and CPT Manager Limited, having authorised the issue of this prospectus (or a person authorised by him in writing to sign this on his behalf):

...... Brian Healey Andrew Thomas Scott Chairman Chief Executive Officer

...... Peter Graham Goldie David Douglas Heydon Graham

...... Lawrence Albert Wilson

95 16. Glossary of Terms

ASC Australian Securities Commission (and its successor bodies). ASX The Australian Stock Exchange Limited. Bank or Commonwealth Bank Commonwealth Bank of Australia Limited (ACN 123 123 124). Centro Centro Properties Limited. Centro Properties Group Centro Properties Limited, Centro Property Trust, Centro Syndication Finance Pty Ltd (ACN 083 036 953), CPT Manager Limited, CPM (NSW) Pty Ltd (ACN 054 494 201) and Claes Pty Ltd (ACN 070 607 340) and all other entities controlled by Centro Properties Limited and the Centro Property Trust. Centro Stapled Securities Securities of the Centro Properties Group traded on the ASX which comprise one unit in Centro Property Trust and one share in Centro Properties Limited. Closing Date 15 September 1998 or such other date as the Manager determines. CPI Consumer Price Index. CRT Centro Roselands Trust. CSF Centro Syndication Finance Pty Ltd (ACN 083 036 953). Debenture Trust Deed The debenture trust deed, details of which are summarised in Section 14. Deed of Novation The deed of novation, details of which are summarised in Section 14.

96 Development Manager CPM (NSW) Pty Ltd DDS Discount department stores. Equity subscribed The cash portion of the application monies paid by an investor (excluding any loan portion) being $1.00 per RPT unit or RHT unit as the context requires. EST Eastern Standard Time. Exit Mechanism The “put” and “call” option mechanism, details of which are summarised in Section 14. Facility Agreement The facility agreement, details of which are summarised in Section 14. GLA Gross Lettable Area. Interest Rate Management Agreement The interest rate management agreement, details of which are summarised in Section 14. Internal Rate of Return (IRR) The discount rate which, when applied to the equity subscribed and projected income and property value, equates to a net present value of zero. Joint Venture Agreement The joint venture agreement, details of which are summarised in Section 14. Limited recourse The Bank only has rights against the entitlement of an investor to the income and capital of RPT. The Bank has no further recourse to RPT investors. See page 80 for further details. LGA Local Government Area. Loan The loan between CSF and the Bank. See Section 14 for further details.

97 Manager CPT Manager Limited (ACN 054 494 307), in its capacity as manager of RHT, RPT or RIT, as the context requires. MAT Moving Annual Turnover. MTA Main Trade area. NTA Net tangible asset backing. Offer(s) RPT Offer and/or RHT Offer as the context requires. Project Leasing Manager Claes Pty Ltd. Property Manager CPM (NSW) Pty Ltd (ACN 054 494 201), a member of the Centro Properties Group. PTA Primary Trade Area. Return on equity subscribed The pre tax amount received by investors, expressed as a percentage of the equity sub- scribed by them. RHT Roselands Holdings Trust and, for the purpose of the ‘Summary of Loan Arrangements’ set out at pages 78 to 83 of this prospectus, includes the Trustee of the Roselands Holdings Trust (as the context requires). RHT Offer The offer of units in RHT pursuant to this prospectus. RIT Roselands Investment Trust and, for the purpose of the ‘Summary of the Loan Arrange- ments’ set out at pages 78 to 83 of this prospectus, includes the Trustee of the Roselands Investment Trust (as the context requires).

98 Roselands or Roselands Shopping Centre or Property Roselands Shopping Centre, Canterbury, NSW. Roselands Negative Pledge Agreement The negative pledge agreement, details of which are summarised in Section 14. Roselands Management and Leasing Agreement The management and leasing agreement, details of which are summarised in Section 14. RPT Roselands Property Trust and, for the purpose of the ‘Summary of the Loan Arrangements’ set out at pages 78 to 83 of this prospectus, includes the Trustee of the Roselands Prop- erty Trust (as the context requires). RPT Offer The offer of units in RPT pursuant to this prospectus. Special Resolution A resolution passed by the holders of 75 per cent of the units which are voted on the resolution and which is voted on by holders of not less than 25 per cent of the units on issue. STA Secondary Trade Area. Trust(s) RPT and/or RHT, as the context requires. Trustee or Trust Company of Australia Trust Company of Australia Limited (ACN 004 027 749), in its capacity as trustee of RPT, RHT or RIT, as the context requires. Turnover Rental Rental payable as a percentage of sales in excess of an amount specified in the relevant lease. Underwriter or Warburg Dillon Read Warburg Dillon Read Australia Limited (ACN 008 582 705). Underwriting Agreement The underwriting agreement, details of which are summarised in Section 14. Unit(s) A unit in RPT and/or RHT, as the context requires. Unitholder A person holding units in RPT and/or RHT, as the context requires.

99 This page left blank intentionally

100 ROSELANDS PROPERTY TRUST BROKER/ADVISOR APPLICATION FORM REFERENCE STAMP ONLY

Please Note: If you are investing in the Roselands Property Trust, you will be required to fill out the “Limited Power of Attorney” which is attached.

Lodge your application as soon as possible. The offer opens on 15 July 1998 and closes at 5:00pm EST on ADVISOR CODE 15 September 1998.

units in the Roselands Property Trust and lodge application I/We monies of $1.00 per unit. Minimum 10,000 units thereafter A$ A apply for in multiples of 1,000 units B

Please enter your name Enter your Tax File Number(s) Please see table on the back of this Application Form for correct forms of registrable names (or exemption category) C GIVEN NAME(S) OR COMPANY NAME SURNAME E

D JOINT APPLICANT #2 OR COMPANY NAME

JOINT APPLICANT #3 OR COMPANY NAME F ACN/ARBN

Enter your postal address Insert your telephone number

G ADDRESS H HOME ( )

ADDRESS WORK ( )

SUBURB/TOWN CONTACT NAME

Insert your CHEQUE DETAILS - Make cheque payable to “Trust Company of Australia Limited - RPT” and crossed “not negotiable”.

I DRAWER BANK BRANCH AMOUNT A$

DRAWER BANK BRANCH AMOUNT A$

J I/We have read and understood this prospectus to which this DATE COMMON SEAL application form relates and agree to be bound by the terms of the / / Roselands Property Trust Trust Deed and authorise the Manager to (Company to affix seal) enter my/our names in the register of unitholders. I/We acknowledge that we are not relying on any information not contained in the prospectus. If this application is signed by an attorney, the attorney states that he/she has no notice of revocation of the Power of Attorney.

SIGNATURE(S) JOINT APPLICANT #2 JOINT APPLICANT #3

K REQUEST FOR DIRECT CREDIT OF DISTRIBUTIONS Please credit all distributions on the holding as registered in the above name(s) to the following financial institutions. Note: This instruction is only applicable to banks, building societies and credit unions within Australia. If unsure of your account details please check with your financial institution. Account Details

Name of Bank ......

Branch (full address) ......

BSB Number (Bank/State/Branch) Account Number

Name(s) in which your account is held ...... THIS ACCOUNT MAY ONLY BE IN THE NAME(S) OF THE REGISTERED UNITHOLDER(S)

Type of Account ...... How to Complete your Application Form and Limited Power of Attorney for Roselands Property Trust

When completing the RPT Application Form (GREEN form), Cheques should be crossed “not negotiable”. Receipts for please follow the instructions below. payments will not be issued. Cheques will be deposited on the date of receipt. Sufficient cleared funds should be held in your Please insert the NUMBER OF UNITS you wish to apply for in A account as dishonoured cheques may result in your application box A. The application must be for a minimum of 10,000 units and being rejected. PIN (do not staple) your cheque to the Application thereafter in multiples of 1,000 units. Form. Insert the cheque details in box I. Application Monies must agree with the amount shown in box B. B If you are applying for units in both the Roselands Property Trust To calculate the application Monies, multiply the number of units (GREEN form) and the Roselands Holding Trust (GREY form) applied for by $1.00. The balance of $1.41 will be paid for with the please complete separate cheques and attach to each form. proceeds of a limited recourse loan which the Manager will procure on behalf of investors. J SIGN the Application Form and Limited Power of Attorney. It must be signed by the applicant(s) personally, or under company seal, In BLOCK LETTERS enter the FULL NAME you wish to appear C or in either case by an attorney. If your Application Form is signed on your holding statement in box C of the Application Form and by an attorney, the power of attorney document is not required to Limited Power of Attorney. This must be either your own name be lodged. Joint applicants must each sign the Application Form. or the name of a company. You should refer to the table below for the correct form of name which can be registered. Please note that if you are applying for units in the Roselands Applications using the wrong form of name may be rejected. Property Trust (GREEN form), you will be required to fill in the For example, applications in the name of a minor, trust or estate, “Limited Power of Attorney” appointing CSF as your attorney business, firm or partnership, club, association or other to act on your behalf in relation to the loan (see pages 39 and 40 unincorporated body, are not in the name of a legal entity and for details). The “Limited Power of Attorney” is attached to the cannot be accepted. However, applications made in the individual Green form. name(s) of the person(s) who is (are) the legal guardian(s), If you wish your distribution net of loan interest costs to be trustee(s), proprietor(s), partner(s) or office bearer(s) (as K credited directly to an account with your financial institution, applicable) of those entities will be accepted. In relation to the ensure appropriate details are inserted in section K. Limited Power of Attorney, natural persons must have their signatures witnessed. LODGEMENT OF APPLICATIONS Send your completed Application Form and Limited Power of D If you are applying as JOINT APPLICANTS, complete box D of the Application Form and Limited Power of Attorney. You should Attorney with your cheques attached in the reply paid envelope refer to the table below for instructions on the correct form of provided or mail to: name. Coopers & Lybrand Securities Registration Services Locked Bag A14, E If you choose you may enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where appli- Sydney South NSW 1232 cable, please enter the TFN for each joint applicant. Although Coopers & Lybrand Securities Registration Services collection of TFNs is authorised by taxation laws, quotation of Level 8, 580 George Street your TFN is not compulsory and will not affect your application. Sydney NSW 1171 F If applicable, please insert your ACN of ARBN. Application Form and Limited Power of Attorney must be received at the Sydney office of Coopers & Lybrand G Enter your POSTAL ADDRESS for all correspondence. All communications to you from the Roselands Property Trust unit Securities Registration Services before 5:00pm EST on registry will be mailed to the address as shown in box G. For joint 15 September 1998. applications, one address may be entered. CORRECT FORMS OF REGISTRABLE NAMES H Please let us know your TELEPHONE NUMBER(S) and Note that only legal entities are allowed to hold units. CONTACT NAME(S) in case we need to contact you in relation to your appplication. Applicants must be in name(s) of natural persons, companies or other legal entities acceptable to Roselands Property Trust. I Payments must be made in Australian currency only. Cheques At least one full given name and surname is required for each should be made payable to: “Trust Company of Australia natural person. The name of the beneficiary or any other non- Limited - RPT”. registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms or registrable names below.

Type of Investor Correct Form Examples of Incorrect Form

TRUSTS John Smith John Smith Family Trust (Do not use the name of the trust, use trustees’ personal names.)

DECEASED ESTATES Michael Smith Estate of the Late John Smith (Do not use the name of deceased, use executors’ personal names.)

PARTNERSHIPS John Smith & Michael Smith John Smith & Son (Do not use the name of partnership, use partners’ personal names.)

CLUBS/UNINCORPORATED/INCORPORATED BODIES John Smith ABC Tennis Association (Do not use the name of clubs etc, use office bearers’ personal names.)

SUPERANNUATION FUNDS John Smith Pty Ltd John Smith Pty Ltd (Do not use the name of fund, Superannuation Fund use name of trustees of fund.) Limited Power of Attorney

Applicant ......

PLEASE INSERT DATE By this Power of Attorney made on / / by the Applicant named above for Units in RPT (Principal). 1. The Principal irrevocably appoints Centro Syndication Finance Pty Ltd ACN 083 036 953 as the attorney of the Principal (Attorney). 2. The Attorney is empowered to: (a) irrevocably bind the Principal to the obligations of a Unitholder under the Facility Agreement and other documents specified in Schedule 1 (each an “Approved Document”) in accordance with the arrangements stated in the Facility Agreement (including, without limitation, the share of those obligations to be assumed by a Unitholder and the limitations on recourse); (b) execute under hand or under seal and deliver (which delivery may be conditional or unconditional) each Approved Document in a form and of substance as the Attorney thinks fit; (c) complete any blanks or dates or other missing items in an Approved Document; (d) amend or vary an Approved Document or enter into any agreement or document which replaces an Approved Document as the Attorney thinks fit; (e) do any thing which in the opinion of the Attorney is necessary, expedient or incidental to or in any way relates to any of the above; (f) do any thing which ought to be done by the Principal under any Approved Document to which it is a party; and (g) do any other thing (whether or not of the same kind as the above) which in the opinion of the Attorney is necessary, expedient or desirable for giving effect to the provisions of this deed poll or an Approved Document. 3. Nothing in paragraph 2 permits the Attorney to put the Principal at risk for any of the Principal’s assets or property other than the amounts subscribed for Units in RPT and any moneys of RPT to which the Principal is entitled. 4. The Attorney may exercise its powers under this deed poll in the name of the Principal or in the name of the Attorney and as the act of the Principal. 5. The Attorney may exercise its powers under this deed poll even if the Attorney benefits from the exercise of that power. 6. The Principal ratifies and confirms, and undertakes to ratify and confirm all acts of the Attorney in exercise of its powers, or contemplated powers, under this deed poll. 7. The Attorney may, at any time, appoint or remove any substitute or delegate or sub-attorney and in this deed poll, “Attorney” includes a substitute attorney appointed under this clause. 8. The exercise by the Attorney of any power under this deed poll does not connote a warranty (express or implied) on the part of the Attorney as to the Attorney’s authority to exercise the power, the validity of this deed poll or an assumption of personal liability by the Attorney in exercising the power. 9. The Principal indemnifies the Attorney against all claims, demands, losses, damages, costs, charges, outgoings and expenses however suffered or incurred by the Attorney in respect of the exercise of any of its powers under this deed poll or the Approved Documents. 10. The Principal must do all things requested by the Attorney which are necessary to ensure the registration and stamping of this deed poll in all jurisdictions in which it must be registered and stamped to ensure its enforceability and validity for the purposes of this deed poll. 11. The Principal declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. 12. Subject to the payment direction below, the Principal irrevocably declares that it may not direct the Attorney in any manner in relation to the matters contemplated by this deed poll.

Payment Direction The Principal irrevocably directs Trust Company of Australia Limited acting in its capacity as Trustee of the Roselands Property Trust, to pay out of any moneys to which the Principal is entitled under the Roselands Property Trust (or to give any further payment directions to give effect to that payment), any amount which is owing or payable by the Principal to Commonwealth Bank as Financier under the Facility Agreement specified in Schedule 1 or to any person under any interest rate management agreement, or to any other replacement or additional financier under any replacing or additional agreement for the provision of finance or interest rate management activities in relation to the Units.

Priority Acknowledgement The Principal acknowledges that the Commonwealth Bank has recourse to the assets and income of the Roselands Property Trust at any date in priority to any of its rights at that date other than its rights to retain any moneys which have been paid to it at any time before that date.

Definitions Terms not otherwise defined in this deed poll have the same meanings specified in the Glossary of the Prospectus in which this deed poll is contained. Limited Power of Attorney

Schedule 1 - Approved documents Any of the following documents: 1. Facility Agreement between Commonwealth Bank and the Attorney (“Facility Agreement”); 2. Roselands Negative Pledge Agreement between Commonwealth Bank, the Attorney, the Manager, the Trustee of RPT and the Trustee of RIT; 3. Deed of Novation between Commonwealth Bank, the Trustee of RPT and the Attorney to be entered into in respect of the initial subscription for Units, or any other deed of novation or assumption to be entered into in respect of subsequent transfers or allotments of Units; 4. Any interest rate swap agreement or other agreement in respect of interest rate management for the Facility Agreement or otherwise, entered into by the Attorney with Commonwealth Bank or any other person; 5. Any document to raise funds for the purpose of investment by the Principal in the Roselands Property Trust, or to refinance such investment, or to repay amounts which may be owing by the Principal under the Facility Agreement or any other docu- ment; 6. Any other deed or agreement to assign, novate or otherwise transfer any rights and liabilities of the Principal which have arisen as a consequence of the Principal’s investment in the Roselands Property Trust; 7. Any direction to pay to the Trustee of RIT or RPT; 8. Any indemnity or undertaking in respect of any of the above; 9. Any document which effects or evidences an amendment or variation to, or replacement of, an Approved Document (including by way of any additional or changed parties); and 10. Any document, whether or not of the same kind as those listed above, which in the opinion of the Attorney is necessary or expedient for giving effect to the provisions of the above documents, or the transactions contemplated by or ancillary to them.

Executed by the Principal as a deed poll: SIGN HERE IF THE PRINCIPAL IS AN INDIVIDUAL

...... Signature of Principal Signature of Witness

...... Name (please print) Name (please print)

SIGN HERE IF THE PRINCIPAL IS A CORPORATION COMMON SEAL The common seal of the Applicant noted above was affixed to this instrument: (Company to affix seal)

...... Signature of Director Signature of Director/Secretary

...... Name (please print) Name (please print)

SIGN HERE IF THE PRINCIPAL IS A SOLE DIRECTOR COMMON SEAL /SECRETARY COMPANY The common seal of the Applicant noted above was affixed to this instrument: (Company to affix seal)

...... Signature of Director and Secretary In my capacity as sole director and secretary of the company

...... Name (please print)

106 ROSELANDS HOLDINGS TRUST BROKER/ADVISOR APPLICATION FORM REFERENCE STAMP ONLY

Lodge your application as soon as possible. The offer opens on 15 July 1998 and closes at 5:00pm EST on 15 September 1998.

ADVISOR CODE

units in the Roselands Holdings Trust and lodge application I/We monies of $1.00 per unit. Minimum 10,000 units thereafter A$ A apply for in multiples of 1,000 units B

Please enter your name Enter your Tax File Number(s) Please see table on the back of this Application Form for correct forms of registrable names (or exemption category) C GIVEN NAME(S) OR COMPANY NAME SURNAME E

D JOINT APPLICANT #2 OR COMPANY NAME

JOINT APPLICANT #3 OR COMPANY NAME F ACN/ARBN

Enter your postal address Insert your telephone number

G ADDRESS H HOME ( )

ADDRESS WORK ( )

SUBURB/TOWN CONTACT NAME

Insert your CHEQUE DETAILS - Make cheque payable to “Trust Company of Australia Limited - RHT” and crossed “not negotiable”.

I DRAWER BANK BRANCH AMOUNT A$

DRAWER BANK BRANCH AMOUNT A$

J I/We have read and understood this prospectus to which this DATE COMMON SEAL application form relates and agree to be bound by the terms of the / / Roselands Holdings Trust Trust Deed and authorise the Manager to (Company to affix seal) enter my/our names in the register of unitholders. I/We acknowledge that we are not relying on any information not contained in the prospectus. If this application is signed by an attorney, the attorney states that he/she has no notice of revocation of the Power of Attorney.

SIGNATURE(S) JOINT APPLICANT #2 JOINT APPLICANT #3

K REQUEST FOR DIRECT CREDIT OF DISTRIBUTIONS Please credit all distributions on the holding as registered in the above name(s) to the following financial institutions. Note: This instruction is only applicable to banks, building societies and credit unions within Australia. If unsure of your account details please check with your financial institution. Account Details

Name of Bank ......

Branch (full address) ......

BSB Number (Bank/State/Branch) Account Number

Name(s) in which your account is held ...... THIS ACCOUNT MAY ONLY BE IN THE NAME(S) OF THE REGISTERED UNITHOLDER(S)

Type of Account ...... How to Complete your Application Form for Roselands Holdings Trust

When completing the RHT Application Form (GREY form), Cheques should be crossed “not negotiable”. Receipts for please follow the instructions below. payments will not be issued. Cheques will be deposited on the date of receipt. Sufficient cleared funds should be held in your Please insert the NUMBER OF UNITS you wish to apply for in A account as dishonoured cheques may result in your application box A. The application must be for a minimum of 10,000 units and being rejected. PIN (do not staple) your cheque to the Application thereafter in multiples of 1,000 units. Form. Insert the cheque details in box I. Application Monies must agree with the amount shown in box B. B If you are applying for units in both the Roselands Property Trust To calculate the application Monies, multiply the number of units (GREEN form) and the Roselands Holding Trust (GREY form) applied for by $1.00. please complete separate cheques and attach to each form. In BLOCK LETTERS enter the FULL NAME you wish to appear C SIGN the Application Form. It must be signed by the applicant(s) on your holding statement in box C. This must be either your own J personally, or under company seal, or in either case by an name or the name of a company. You should refer to the table attorney. If your Application Form is signed by an attorney, the below for the correct form of name which can be registered. power of attorney document is not required to be lodged. Joint Applications using the wrong form of name may be rejected. applicant must each sign the Application Form. For example, applications in the name of a minor, trust or estate, business, firm or partnership, club, association or other K If you wish your distribution to be credited directly to an account unincorporated body, are not in the name of a legal entity and with your financial institution, ensure appropriate details are cannot be accepted. However, applications made in the individual inserted in section K. name(s) of the person(s) who is (are) the legal guardian(s), LODGEMENT OF APPLICATIONS trustee(s), proprietor(s), partner(s) or office bearer(s) (as applicable) of those entities will be accepted. Send your completed Application Form with your cheques attached in the reply paid envelope provided or mail to: D If you are applying as JOINT APPLICANTS, complete box D. You should refer to the table below for instructions on the correct Coopers & Lybrand Securities Registration Services form of name. Locked Bag A14, Sydney South NSW 1232 E If you choose you may enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where Coopers & Lybrand Securities Registration Services applicable, please enter the TFN for each joint applicant. Although Level 8, 580 George Street collection of TFNs is authorised by taxation laws, quotation of Sydney NSW 1171 your TFN is not compulsory and will not affect your application. Application Form must be received at the Sydney office of F If applicable, please insert your ACN of ARBN. Coopers & Lybrand Securities Registration Services before 5:00pm EST on 15 September 1998. G Enter your POSTAL ADDRESS for all correspondence. All communications to you from the Roselands Property Trust unit CORRECT FORMS OF REGISTRABLE NAMES registry will be mailed to the address as shown in box G. For joint Note that only legal entities are allowed to hold units. applications, one address may be entered. Applicants must be in name(s) of natural persons, companies H Please let us know your TELEPHONE NUMBER(S) and or other legal entities acceptable to Roselands Property Trust. CONTACT NAME(S) in case we need to contact you in relation to At least one full given name and surname is required for each your appplication. natural person. The name of the beneficiary or any other non- I Payments must be made in Australian currency only. Cheques registrable name may be included by way of an account should be made payable to: “Trust Company of Australia designation if completed exactly as described in the examples of Limited - RHT”. correct forms or registrable names below.

Type of Investor Correct Form Examples of Incorrect Form

TRUSTS John Smith John Smith Family Trust (Do not use the name of the trust, use trustees’ personal names.)

DECEASED ESTATES Michael Smith Estate of the Late John Smith (Do not use the name of deceased, use executors’ personal names.)

PARTNERSHIPS John Smith & Michael Smith John Smith & Son (Do not use the name of partnership, use partners’ personal names.)

CLUBS/UNINCORPORATED/INCORPORATED BODIES John Smith ABC Tennis Association (Do not use the name of clubs etc, use office bearers’ personal names.)

SUPERANNUATION FUNDS John Smith Pty Ltd John Smith Pty Ltd (Do not use the name of fund, Superannuation Fund use name of trustees of fund.) CPG361 / Mitchell Design