Villa World : 23 Mar 2017 - Amended Appendix 3B

23 March 2017

The Manager

Company Announcements Office Australian Securities Exchange 20 Bridge Street

Sydney NSW 2000

Dear Sir/Madam,

The Appendix 3B lodged on 22 March 2017 incorrectly referred to 150,000 options in Part 1, item 8, which no longer exist.

Please find attached amended Appendix 3B. Yours sincerely

Paulene Henderson Company Secretary Villa World Limited

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Villa World Limited (Villa World)

ABN

38 117 546 326

We (the entity) give ASX the following information.

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

Simple corporate bonds called Villa World Bonds - Series 1, Tranche 1, (Bonds), which are 5 year unsecured and unsubordinated debt securities issued by Villa World, under an offer specific prospectus (Offer Specific Prospectus) and base prospectus (Base Prospectus) (together, Offer Documents) lodged with the Australian Securities and Investments Commission (ASIC) on 22 March 2016 and lodged with the ASX on that same day.

The Bonds are unsecured notes for the purposes of section 283BH of the Corporations Act 2001 (Cth).

1 +Class of +securities issued or to be issued

500,000 Bonds

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

+ See chapter 19 for defined terms.

Appendix 3B Page 1 04/03/2013

The offer specific terms (Offer Specific Terms) together with the base terms (as supplemented, amended, modified or replaced by the Offer Specific Terms) (Base Terms) are the terms and conditions of the Bonds (Terms). The Terms are incorporated by reference into the Offer Documents.

The Terms are also summarised in section 2 of the Base Prospectus and section 2 of the Offer Specific Prospectus.

1. Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

   +securities, the amount outstanding and due dates for

   payment; if +convertible securities, the conversion price and dates for conversion)

   No.

   The Bonds will rank at least equally with all other unsubordinated and unsecured obligations of Villa World, but will rank behind any preferred and secured debt.

   The Bonds constitute a new class of securities issued by Villa World.

   The Bonds confer no rights on a holder to:

2. vote at meetings of members of Villa World. However, holders are entitled to vote on certain matters that affect their rights under the Trust Deed;

3. participate in any future issue of debt securities by Villa World; or

4. otherwise participate in the profits of Villa World, except as set out in the Terms or the Trust Deed relating to the Bonds (a copy of which is attached, see item 37).

5. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

   +securities?

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

   • the date from which they do

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

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

     $100 per Bond.

6. Issue price or consideration

   The proceeds of the Bonds will be used for diversifying Villa World's debt capital structure and supporting its growth objectives, in particular, the proceeds will give Villa World the capacity to replenish and increase land stocks through strategic purchases in optimal growth corridors.

7. Purpose of the issue

8. (If issued as consideration for the acquisition of assets, clearly identify those assets)

   + See chapter 19 for defined terms.

   Appendix 3B Page 2

   No

   6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

   If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

   N/A

   6b The date the security holder resolution under rule 7.1A was passed

   N/A

   6c Number of +securities issued without security holder approval under rule 7.1

   N/A

   6d Number of +securities issued with security holder approval under rule 7.1A

   N/A

   6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

   N/A

   6f Number of +securities issued under an exception in rule 7.2

   N/A

   6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

   N/A

   6h If +securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

   N/A

   6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

   21 April 2017.

   7 +Issue dates

   Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

   Cross reference: item 33 of Appendix 3B.

   + See chapter 19 for defined terms.

   Appendix 3B Page 3 04/03/2013