Westfield : WFD Trust Appendix 1A

AppendixtA ASX Listing application and agreement

Rules 1.1 Cond J, 1.7

This form is required by listing rule 1.7 to be used by an entity seeking admission to the +officiallist as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B and for classification as an ASX Foreign Exempt Listing use Appendix 1C).

All entity's seeldng admission to the +officiallist as an ASX Listing must a/so provide toASX the information and documents referred to in the lnformation Form and Checklist (ASX Listing) published on the ASX website.

The Appendix lA and the lnformation Form and Checklist (ASX Listing) given to ASX become ASX's property and will be made public by way of release on ASX Markets Announcement Platform. Supporting documents may also be made public. This may occur prior to admission ofthe entity and +quotation ofits +securities. lfit does, publication does not mean that the entity will be admitted or that its +securities will be quoted.

lntroduced m/o7/96 Origin: Appendix 1 Amended m/o7/97, 01/07/98, 01/09/99, 13/o3/oo, 01/o7/oo, 30/og/01, n/o3/o2, O!/ol/OJ, 24/10/os, 2o/o7/07, m/m/12, m/os/13

Name of entity ARSN

IL_vvFD T_r_u_st --------------------------- l 168765875

VVe (the entity named above) apply for admission to the +officiallist of ASX Limited

(ASX) as an ASX Listing and for +quotation of the following +securities:

Number to be quoted +Class

We agree:

1. Our admission to the +officiallist and classification as an ASX Listing is in ASX's absolute discretion. ASX may admit us on any conditions it decides. +Quotation of our

+securities is in ASX's absolute discretion. ASX may quote our +securities on any conditions it decides. Our removal from the +officiallist, the suspension or ending of

+quotation of our +securities, or a change in the category of our admission is in ASX's absolute discretion. ASX is entitled immediately to suspend +quotation of our +securities or remove us from the +officiallist if we break this agreement, but the absolute

discretion of ASX is not limited.

2. We warrant the following to ASX:

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

+ See chapter 19 for defined terms.

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AppendixiA ASX Listing application and agreement

• The +securities to be quoted comply with listing rule 2.1 and there is no reason why the +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers far the securities in arder to be able to give this warranty

• Section 724 and section 1016E of the Corporations Act do not apply to any applications received by us in relation to any +securities to be quoted and that no­ one has any right to return any +securities to be quoted under sections 601MB(1),
737, 738, 992A, 992AA or 1016F of the Corporations Actat the time that we request that the +securities be quoted.
• Ifwe are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3· We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of the warranties in this agreement.
4· We give ASX the information and documents required by this form, including the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. If any information or document is not available now, we will give it to ASX before +quotation ofthe +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (or will be) true and complete.
5· We will comply with the listing rules that are in force from time to time, even if
+quotation of our +securities is deferred, suspended or subject to a +trading halt.
6. The listing rules are to be interpreted:
• in accordance with their spirit, intention and purpose;
• by looking beyond form to substance; and
• in a way that best promotes the principles on which the listing rules are based.
7. ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
8. A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as i t wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.

+ See chapter 19 far defìned terms.

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AppendixiA ASX Listing application and agreement

9· In any proceedings, a copy or extract of any document or informatio n given to ASX is of egual validity in evidence as the originai.

w. Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's +securities cannot be approved under the operating rules of the

+approved es facility:

• We will satisfy the +technical and performance requirements ofthe +approved es facility and meet any other requirements the +approved es facility imposes in connection with approvai of our +securities.

• When +securities are issued we will enter them in the +approved es facility's subregister holding ofthe applicant before they are quoted, ifthe applicant instructs us on the application form to do so.

• The +approved es facility is irrevocably authorised to establish and administer a subregister in respect of the +securities for which +quotation is sought.

11. Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's +securities cannot be approved under the operating rules of the

+approved es facility, we confirm that either:

we have given a copy of this application to the +approved es facility in accordance with the operating rules of the +approved es facility ; or

we ask ASX to forward a copy of this application to the +approved es facility.

12. In the case of an entity established in a jurisdiction whose laws have the effect that the entity's +securities cannot be approved under the operating rules ofthe +approved es facility:

• The +approved es facility is irrevocably authorised to establish and administer a subregister in respect of+eDis.

• We will make sure that +eDis are issued over +securities ifthe holder of quoted

+securities asks for +eDis.

13. In the case of an entity established in a jurisdiction whose laws have the effect that the entity's +securities cannot be approved under the operating rules ofthe +approved es facility:

we have given a copy of this application to the approved es facility in accordance with the operating rules of the +approved es facility; or

D we ask ASX to forward a copy of this application to the +approved es facility.

+ See chapter 19 for defined terms.

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Dated:

Executed as a deed: l b /lpri l [)p 1 'f

EXECUTED by WESTFIELD AMERICA MANAGEMENT LIMITED AS RESPONSIBLE ENTITY OF WFD TRUST in accordance with section 127(1) ofthe Corporations Act 2001 ( Cwlth) by

au thori f its directors:

Sign

STE 'YE.N MARK LOWY

Name of director (block letters)

Appendix :tA ASX Listing application and agreement

Signature of e!iteel!er/company secretary*

*delete whichever is not applicable

SIMON JULIAN TUXEN

Name of dirt!t!t!er/company secretary* (block letters)

*delete whichever is not applicable

+ See chapter 19 for defined terms.

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