Westfield : Information Memorandum

Dated lb Aprii 2014

Westfield Corporation Limited (ABN 12 166 995 197) ("WCL")

lnformation Memorandum

Contents

Generai terms 2

1 Purpose of lnformation Memorandum 2

2 lncorporation of Securityholder Booklet 2

3 ASX listing 3

4 Capitai raisings 4

5 Disclosure of interests 4

5.1 Directors 4

5.2 Experts 4

6 Statement from Directors 4

7 Consents 4

8 Supplementary lnformation Memorandum 6

9 Authorisation 6

Annexure A- Securityholder Booklet 7

© King & Wood Mallesons

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lnformation Memorandum

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1 Purpose of lnformation Memorandum

This lnformation Memorandum has been prepared by Westfield Corporation

Limited (ABN 12 166 995 197) ("WCL") in connection with its application far:

(a) admission to the officiallist of the Australian Securities Exchange

("ASX"); and

(b) fully paid ordinary shares in the capitai of WCL("WCL Shares") to be granted official quotation on the securities exchange operated by ASX.

This document is not a disclosure document lodged with the Australian Securities and lnvestments Commission ("ASIC") under the Corporations Act 2001 (Cth).

This document does not constitute or contain any offer of WCL Shares far issue or any invitation to apply far the issue of WCL Shares.

2 lncorporation of Securityholder Booklet

The following parts of the Securityholder Booklet prepared by Westfield Group dated 14 Aprii 2014 in connection with the proposed restructure of Westfield Group ("Securityholder Booklet"), are taken to be included in this lnformation Memorandum:

• lmportant notices;

• Chairman's letter, to the extent it relates to WCL or Westfield

Corporation;

• Proposal at a glance, to the extent it relates to WCL or Westfield

Corporation;

• Section 1 (Questions and Answers), to the extent it relates to WCL or

Westfield Corporation;

• Sections 2.1 - 2.4, 2.6 and 2.7 (Description of the Proposal), to the extent they relate to WCL or Westfield Corporation;

• Section 3 (Advantages, disadvantages and risks), to the extent it relates to WCL;

• Section 7 (Profile of Westfield Corporation);

• Section 8 (Financial lnformation far Westfield Corporation);

• Section 9 (Risk Factors- Westfield Corporation);

• Sections 10.2 and 10.3 (lndependent Limited Assurance Report), to the extent they relate to WCL;

• Section 12 (Australian taxation letter) to the extent it relates to WCL or

Westfield Corporation;

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• Section 14 (Fees and other costs- Westfield Corporation Trusts);
• the following subsections of Section 16:
section 16.1 (lmplementation Deed);
section 16.7 (Westfield Corporation Constitutions);
section 16.9 (Stapling Deeds), to the extent it relates to the
Westfield Corporation Stapling Deed;
section 16.1O (lnterests of experts and advisers), to the extent it discloses the interests of persons in their capacity as experts or advisers to Westfield Group;
section 16.11 (lntention of Westfield Group Directors concerning the business of Westfield Corporation);
section 16.12 (lnterests of Westfield Group Directors);
section 16.14 (ASIC Relief);
section 16.15 (ASX Listing);
section 16.16 (ASX waivers and confirmations);
section 16.17 (Capitai structure before and after implementation of the Proposal}, to the extent it relates to Westfield Corporation Securities on issue;
section 16.23 (Availability of documents relating to Westfield
Corporation);
section 16.25 (Transaction, implementation and refinancing costs);
section 16.27 (Cooling -off period), to the extent it relates to WCL
or Westfield Corporation;
section 16.28 (Director's consent to lodgement);
section 16.30 (Complaints), to the extent it relates to WCL or
Westfield Corporation; and
section 16.31 (Ethical and other considerations), to the extent it relates to WCL or Westfield Corporation;
• Appendix 5 - Significant accounting policies;
• Glossary; and
• Corporate Directory, to the extent it concerns the details of the Westfield Group Auditor, Westfield Group Australian Legai Adviser, Australian Tax Adviser, lnvestigating Accountant, Westfield Registry, Westfield Securityholder lnformation Line and Westfield Group website.
A copy of the Securityholder Booklet is attached as Annexure A to this lnformation Memorandum. Words defined in the Securityholder Booklet have the same meaning where used in this lnformation Memorandum (unless the context otherwise requires).

3 ASX listing

The WCL directors believe that this lnformation Memorandum contains ali the information which would have been required under section 71O of the Corporations Act 2001 (Cth) if the lnformation Memorandum were a prospectus in respect of an offering of the same number of WCL Shares as will be

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transferred pursuant to the Proposal and far which quotation on ASX will be sought.
Application will be made to ASX on or about the date of this lnformation Memorandum far WCL to be admitted to the officiallist of ASX and far WCL Shares to be granted official quotation on the securities exchange operated by ASX.
Neither ASlC nor ASX accepts responsibility for any statement in this lnformation Memorandum. The fact that ASX may admit WCL to the officiallist of ASX is not to be taken in any way as an indication of the merits of WCL.

4 Capitai raisings

WCL has not raised any capitai far the three months before the date of this lnformation Memorandum and will not need to raise any capitai far three months after the date of this lnformation Memorandum.

5 Disclosure of interests

5.1 Directors

Other than as set aut in the Securityholder Booklet, no director or proposed director of WCL or an entity in which any such director or proposed director is a member or partner has at the date of this lnformation Memorandum, or within two years before the date of this lnformation Memorandum had, any interests in the promotion of WCL, or in any property acquired or proposed to be acquired by WCL, and no amounts, whether in cash or securities or otherwise, have been
paid or agreed to be paid by any person to any director or proposed director orto any entity in which a director or proposed director is a member or partner, either to induce them to become, orto qualify them as, a director, or otherwise for services rendered by them or by the entity in connection with the promotion or formation of WCL.

5.2 Experts

Other than as set aut in the Securityholder Booklet, no expert named in the Securityholder Booklet or entity in which any such expert is a member or partner has any interest in the promotion of WCL, or in any property acquired or proposed to be acquired by WCL, and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any such expert, orto any entity in which any such expert is a member or partner, for services rendered by him or her or the entity in connection with the promotion or formation of WCL.

6 Statement from Directors

Each director and proposed director of WCL believes that WCL has enough working capitai to carry aut its stated objectives.

7 Consents

Each of the parties named in this section as consenting parties:

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• has given and has not, before the date of this lnformation Memorandum, withdrawn its written consent to be named in this lnformation Memorandum in the form and context in which it is named;

• has given and has not, before the date of this lnformation Memorandum, withdrawn its written consent to the inclusion of its respective statements and reports (where applicable) noted next to its name below, and the references to those statements and reports in the form and context in which they are included in this lnformation Memorandum;

• does not make, or purport to make, any statement in this lnformation Memorandum other than those statements referred to below in respect of that person's name (and as consented to by that person);
• has not caused or authorised the issue of this lnformation Memorandum;
and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility far any statements in or omissions from this lnformation Memorandum.

Role Consenting parties Relevant statement or report

Westfield Registry Computershare lnvestor N/A Services Pty Ltd
Australian legai adviser King & Wood Mallesons

-to Westfield Group

Australian Legai adviser HWL Ebsworth
to Westfield Group in respect of financing arrangements
N/A N/A
lndependent Expert to Grant Samuel & lndependent Expert's
Westfield Group Associates Pty Limited Report in section 11

f-

lnvestigating Accountant Ernst & Young lndependent Limited
to Westfield Group and Transaction Advisory Assurance Reports in
Westfield Retail Trust Services Limited section 10
Provider of audit Ernst & Young N/A
services to Westfield
Group
Taxation adviser to Greenwoods & Freehills Australian taxation letter
Westfield Group Pty Ltd in section 12. Sale Nominee J.P. Morgan Securities N/A
Australia Limited
Financial advisor to J.P. Morgan Australia N/A Westfield Group Limited
Financial advisor to Rothschild Australia N/A Westfield Group Limited
Financiat advisor to Citigroup Global Markets N/A Westfield Group Australia Pty Limited
Financial advisor to Credit Suisse (Australia) N/A Westfield Group Limited
Financial advisor to Deutsche Bank AG N/A Westfield Group Sydney Branch
Financial advisor to Merrill Lynch Markets N/A Westfield Group (Australia) Pty Limited

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8 Supplementary lnformation Memorandum

WCL will issue a supplementary information memorandum ("Supplementary lnformation Memorandum") if it becomes aware of any of the following between the date of this lnformation Memorandum and the date on which WCL Shares
are quoted:
• a materia! statement in this lnformation Memorandum is misleading or deceptive;
• there is a materia! omission from this lnformation Memorandum;
• there has been a significant change affecting a matter included in this lnformation Memorandum; or
• a significant new circumstance has arisen and it would have been required to be included in this lnformation Memorandum if it had arisen prior to the date of this lnformation Memorandum.

9 Authorisation

Signed by each director and proposed director of WCL or a person authorised by them in writing to sign this lnformation Memorandum on their behalf:

Steven Mark Lowy
For himself and on behalf of each of the other directors of WCL whose names are set out below under a written authority from each of those directors.
Frank Lowy
Brian Martin Schwartz Peter Simon Lowy llana Rachel Atlas
Roy Lance Furman Peter Henry Goldsmith Mark Graham Johnson
Mark Roderick Granger Johnson
John McFarlane
Judith Sloan

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