1.80 Cash Offer - Westfield

$1.80 Cash Offerto acquire all of the units held by you inAMP Shopping Centre TrustThis offer is being made by Parliv Pty Limited (ABN 50 056 002 558)as trustee of a wholly owned subsidiary trust ofWestfield Trust(ARSN 090 849 746)Please call from within Australia 1300 132 211 or from outside Australia +61 3 9649 5221if you require assistance with your acceptance.This offer is dated 10 June 2003 and will close at 7pm Sydney time on 11 July 2003,unless extended.THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THIS DOCUMENT INITS ENTIRETY. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR LEGAL,FINANCIAL OR OTHER PROFESSIONAL ADVISER AS SOON AS POSSIBLE.

CONTENTSPart A.OverviewLetter from Chairman 2Westfield Trust's Offer at a Glance 3How to Accept Westfield Trust’s Offer 4Why You Should Accept Westfield Trust’s Offer 5Part B.Bidder’s Statement and Offer1 Formal Terms of the Offer 92 Westfield Trust’s Intentions 183 Taxation Considerations 214 Capital Structure of ART 245 Additional Information 25Glossary 35Important DatesBidder’s Statement lodged with ASIC 2 June 2003First supplementary bidder’s statement lodged with ASIC 5 June 2003Date of Offer 10 June 2003Offer Period opens 10 June 2003Offer Period closes* 11 July 2003* This date is indicative only and may change as permitted by the Corporations Act.Defined TermsA number of defined terms are used in this document. Unless expressly specified otherwise,defined terms have the meanings given in the Glossary.

Westfield Management LimitedABN 41 001 670 579Letter from the Chairman10 June 2003Level 24 Westfield Towers100 William StreetSydney NSW 2011 AustraliaGPO Box 4004Sydney NSW 2001Telephone 61 2 9358 7000Facsimile 61 2 9358 7077Internet westfield.comDear ART UnitholderI am pleased to enclose Westfield Trust’s Offer to acquire all of your units in the AMP Shopping CentreTrust (“ART”).Westfield Trust’s Offer is $1.80 in cash for each of Your ART Units.The Offer price:• represents a premium of approximately 28.4% to the weighted average ART Unit price over the one monthprior to the announcement of Centro’s scrip and cash offer for ART on 18 March 2003;• is at a 28.6% premium to ART’s reported net tangible asset backing per ART Unit as at 31 March 2003; and• is at the top end of Deloitte Touche Tohmatsu’s valuation range of ART of $1.68 to $1.82 per ART Unit asexpressed in its Independent Expert’s report in the ART target statement of 22 April 2003.AMP Henderson, the Responsible Entity of ART, has announced that it anticipates recommending WestfieldTrust’s Offer in the absence of a superior offer.AMP Life has agreed not to exercise any pre-emptive rights it may have over certain ART properties upon achange of responsible entity to a member of a Westfield Group. This removes the uncertainty which wouldotherwise exist for all ART Unitholders. AMP Life has also indicated that it intends to accept Westfield Trust’sOffer in the absence of a superior offer.Westfield Trust has entered into a conditional agreement for the sale of three properties to Centro. One ofthese properties is owned by ART and the other two are owned by Westfield Trust. Centro has indicated thatshould the contracts for the latter two of these properties become unconditional, in the absence of a higheroffer, it will accept Westfield Trust’s Offer once it becomes unconditional.Full details of the Offer are set out in this document, called the Bidder’s Statement, which I encourage youto read.To accept the Offer, please complete and sign the enclosed Acceptance Form and return it (together with anyother necessary documents) in the enclosed reply paid envelope by no later than 7.00 pm Sydney time on 11July 2003.Yours faithfullyWESTFIELD MANAGEMENT LIMITEDAS RESPONSIBLE ENTITY FOR THEWESTFIELD TRUSTFrank P Lowy ACChairmanPART A 2 WESTFIELD TRUST

PART AWESTFIELD TRUST’S OFFER AT A GLANCEThis summary provides an overview of the Offer and should be read together with the detailedinformation contained in the remainder of this document. Some words and expressions used in thisdocument have defined meanings: see the Glossary.Westfield Trust has announced that it will make Offers to acquire all of Your ART Units. The termsof the Offer are summarised below.OFFER:OFFER PRICE:CONDITIONS TOTHE OFFER:Westfield Trust is offering to acquire all of Your ART Units(ASX: ART and ASX: ARTN) and associated rights and entitlements.Westfield Trust is offering $1.80 CASH for each of Your ART Units(inclusive of the June Distribution). On the basis of the amountof the June Distribution forecast by ART, if Westfield Trust hasbecome the registered holder of Your ART Units at the recorddate*, it will pay in respect of Your ART Units:ASX code: ART $1.80ASX code: ARTN** $1.784On the basis of the amount of the June Distribution forecast byART, if Westfield Trust has not become the registered holder ofYour ART Units at the record date (but subsequently becomesthe registered holder of Your ART Units), you will receive, inrespect of Your ART Units:ASX code: ART $1.744ASX code: ARTN $1.744Registered holders of ART Units at the record date are forecastby ART to receive a distribution (currently scheduled for paymenton 22 August 2003) in respect of ART Units of:ASX code: ART5.6 centsASX code: ARTN4.0 cents* announced by ART to be 30 June 2003.** ART Units issued under ART’s dividend reinvestment plan which donot participate equally with other ART Units in the June Distribution.The Offers are subject to the following conditions:• 50.1% minimum acceptance condition;• No material adverse change; and• No prescribed occurrences occurring.Westfield Trust has indicated however, that it will declare itsOffer unconditional once it has received sufficient validacceptances so as to increase its relevant interest in ARTunits to 50.1% (provided that no other conditions have beenbreached at that time and Westfield Trust has not publiclydeclared that it intends to rely on that breach).SCHEDULEDThe Offer is currently scheduled to close at 7.00 pm Sydney timeCLOSING DATE: on 11 July 2003.PAYMENT TERMS:If your Offer Contract becomes unconditional, you will be paid onor before the earlier of:(a) one month after you validly accept the Offer or, if the Offer issubject to a condition set out in section 1.10 when accepted,within one month after the Offer becomes unconditional; and(b) 21 days after the end of the Offer Period.However, if you are required to provide additional documentswith your Acceptance Form, see section 1.8 of the Bidder’sStatement for when you will be paid.WESTFIELD TRUST PART A 3

HOW TO ACCEPT WESTFIELD TRUST’S OFFERTo accept the Offer:• Complete and sign the Acceptance Form enclosed with this document and send it (togetherwith all other documents required by the instructions on the Acceptance Form) in the enclosedreply paid envelope (not able to be used by Foreign Unitholders) so that it is received before7:00 pm Sydney time on 11 July 2003.• Alternatively, if Your ART Units are in a CHESS Holding you may instruct your CHESSControlling Participant (eg your Broker) to accept on your behalf, or otherwise accept inaccordance with the SCH Business Rules, before 7:00 pm Sydney time on 11 July 2003.• If you are a Broker or Non Broker Participant, acceptance of the Offer must be initiated inaccordance with Rule 16.3 of the SCH Business Rules before the end of the Offer Period.For further details, please read section 1.6.FURTHER INFORMATIONIf you have a query in relation to the Westfield Offer, please call the Westfield Trust Offer InformationLine from within Australia 1300 132 211 or from outside of Australia +61 3 9649 5221.The Westfield Trust Offer Information Line is open from 8.30 am to 5.00 pm (Sydney time) fromMonday to Friday during the Offer Period. Please note that, as required under the CorporationsAct, calls to the above line will be recorded.PART A 4 WESTFIELD TRUST

WHY YOU SHOULD ACCEPT WESTFIELD TRUST’SOFFER1. Significant premium to trading price of ARTThe Offer price represents a premium of approximately:• 28.6% to the volume weighted average ART Unit price over the one year prior;• 27.4% to the volume weighted average ART Unit price over the three months prior;• 28.4% to the volume weighted average ART Unit price over the one month prior,to the announcement of the Centro Offer for ART on 18 March 2003.Westfield Trust's Offer compared to volume weighted average trading prices (VWAP) of ARTUnits prior to the announcement of the Centro Offer$1.901.80Westfield Trust’s Offer $1.80 cash1.701.6028.6% premium 27.4% premium 28.4% premium1.501.401.301.201.101.00VWAP for 1 yearprior to CentroannouncementVWAP for 3 monthsprior to CentroannouncementVWAP for 1 monthprior to CentroannouncementWestfieldTrust's OfferWESTFIELD TRUST PART A 5

2. Significant premium to reported net tangible asset backingWestfield Trust's Offer of $1.80 is at a 28.6% premium to ART's reported net tangible assetbacking per unit as at 31 March 2003.Westfield Trust's Offer compared to ART's reported net tangible asset backing$1.901.80Westfield Trusts Offer $1.80 cash1.701.6028.6% premium1.50$1.80 per unit1.401.301.20$1.40 per unit1.101.00Reported net tangible asset backing*Westfield's Trust Offer* Reported net tangible asset backing as at 31 March 2003 as set out in Deloitte Touche Tohmatsu’s Independent Expert’sReport in the ART target statement of 22 April 2003PART A 6 WESTFIELD TRUST

3. Westfield Trust's Offer is at the top end of the Independent Expert's valuation rangeWestfield Trust’s Offer price of $1.80 is at the top end of Deloitte Touche Tohmatsu’s valuationrange of ART of $1.68 to $1.82 per ART Unit, as expressed in its Independent Expert’s Report inthe ART target statement of 22 April 2003.Westfield Trust's Offer compared to the Independent Expert's valuation range* Independent Expert’s valuation range, as set out in the ART target statement of 22 April 20034. Cash consideration with no brokerage chargesThe Westfield Trust Offer is a CASH offer for all of Your ART Units. Therefore, by accepting the Offeryou will not incur any brokerage charges (you may incur brokerage costs if you choose to sell yourART Units on the market).5. Major shareholders have indicated that they intend to accept the OfferCentro, which owns 19.9% of ART, has indicated that should contracts for the purchase of variousproperties from Westfield Trust become unconditional and the Offer becomes unconditional, it willaccept Westfield Trust’s Offer in the absence of a higher offer. AMP Life, which also holds a stakein ART, has indicated that, subject to reviewing the Bidder’s Statement, it intends to accept theWestfield Trust Offer in the absence of a superior proposal. Westfield believes that thisdemonstrates the attractiveness of the Offer.WESTFIELD TRUST PART A 7

PART BBIDDER’S STATEMENT AND OFFERASICThis Bidder’s Statement is given by Bidder under Part 6.5 of the Corporations Act and sets outcertain disclosures required by the Corporations Act together with the terms of the Offer to acquireYour ART Units.A copy of this Bidder’s Statement was lodged with ASIC on 2 June 2003. Neither ASIC nor any ofits officers take responsibility for the content of this Bidder’s Statement.Date of Bidder’s Statement and OfferThis Bidder’s Statement is dated 2 June 2003. It includes an offer dated 10 June 2003 topurchase Your ART Units on the terms set out in section 1 of this Bidder’s Statement.Unitholders outside Australia and New ZealandIt is your sole responsibility to satisfy yourself that you are permitted by any Foreign Law applicableto you to accept the Offer. You should note that the Offer is being conducted in accordance withthe laws in force in Australia and the ASX Listing Rules. The disclosure requirements in relation tothe Offer applicable in Australia may differ from those applying in your jurisdiction. Unitholdersoutside Australia or New Zealand may have difficulties in enforcing their rights and any claims theymay have arising under the laws of their jurisdiction. It may also be difficult to compel WestfieldTrust to subject itself to a foreign court’s judgment.Defined termsUnless otherwise expressly stated, or required by the context, capitalised terms used in this Bidder’sStatement have the meanings ascribed to them in the Glossary at the end of this document.This Bidder’s Statement includes the changes made in the supplementary bidder’s statement dated5 June 2003 and lodged with ASIC on that date.This is an important document and requires your immediate attention. If you are in any doubt as tohow to act, consult your financial or legal adviser as soon as possible.PART B 8 WESTFIELD TRUST

1. FORMAL TERMS OF THE OFFER1.1 Identity of BidderParliv Pty Limited is making the Offer as the Bidder. Parliv Pty Limited is the trustee of WestfieldSubtrust H, a wholly owned subsidiary trust of Westfield Trust and is making the Offer in thatcapacity. Parliv Pty Limited is also a wholly owned subsidiary of Westfield Management which isthe Responsible Entity of Westfield Trust.1.2 Offer(a) Bidder offers to acquire all of Your ART Units on the terms and conditions set out in thissection 1. In particular, attention is drawn to the defeating conditions in section 1.10(a).(b) You may accept this Offer in respect of only all of Your ART Units.(c) An Offer in this form is being made to:(i) each Unitholder registered in the ART Unitholder register as at 9.00 am Sydney time on3 June 2003; and(ii) to any person who becomes registered or entitled to be registered as the holder of ARTUnits, during the period from 10 June 2003 to the end of the Offer Period due to theconversion of or exercise of any rights or benefits attached to other securities convertibleinto ART Units which are on issue on 3 June 2003.1.3 Consideration(a) The consideration Bidder offers you is $1.80 cash for each of Your ART Units. In accordancewith the terms of this Offer, the June Distribution will be set off against the consideration paidto you unless, in relation to Your ART Units, Bidder is recorded in the ART register ofUnitholders at the record date for that distribution.(b) The consideration payable in respect of any ART Unit with ASX code ARTN shall be theamount referred to in section 1.3(a) less an amount equal to the difference between the JuneDistributions for such an ART Unit and an ART Unit with ASX code ART.WESTFIELD TRUST PART B 9

1.4 Offer PeriodThe Offer will, unless withdrawn, remain open for acceptance during the period commencing onthe date of this Offer, being 10 June 2003, and ending at 7.00 pm Sydney time on:(a) the date which is one month after the date of this Offer, being 11 July 2003; or(b) any date to which the period of this Offer is extended in accordance with the Corporations Act,whichever is the later.1.5 Who may accept(a) During the Offer Period:(i) any person who is able to give good title to a parcel of Your ART Units may accept (if theyhave not already accepted an offer in the form of this Offer) as if an offer on terms identicalwith this Offer has been made to them; and(ii) any person who holds one or more parcels of ART Units as trustee or nominee, orotherwise on account of another person, may accept as if a separate offer had been madein relation to:(A) each of those parcels; and(B) any parcel they hold in their own right.(b) A person is taken to hold ART Units if the person is, or is entitled to be, registered as theholder of those ART Units.(c) A person is taken to hold ART Units on trust for, as nominee for, or on account of, anotherperson if they:(i) are, or are entitled to be, registered as the holder of particular ART Units; and(ii) hold their interest in the ART Units on trust for, as nominee for, or on account of, thatother person.(d) In the case of a person who may accept under section 1.5(a)(ii) of these terms as if a separateoffer has been made to that person for a parcel of ART Units within a holding, an acceptanceof that offer is ineffective unless:(i) the person gives the holder a notice stating that the ART Units consist of a separateparcel; and(ii) the acceptance specifies the number of ART Units in the parcel.(e) A notice under section 1.5(d)(i) must be made:(i) if it relates to ART Units entered on an SCH subregister - in an electronic form approved bythe SCH Business Rules; or(ii) otherwise - in writing.A person may, at the one time, accept for two or more parcels under this section 1 as if there hadbeen a single offer for a separate parcel consisting of those parcels.1.6 How to accept this Offer(a) All of Your ART UnitsThis Offer is for all of Your ART Units. You may accept this Offer at any time during the OfferPeriod. If you accept the Offer, you will be taken to have also accepted the Offer for any ARTUnits which are issued to you during the Offer Period. If you do not specify a number of ART Units,or you specify a number greater than your holding on your Acceptance Form, you will be taken tohave accepted the Offer for all of Your ART Units.PART B 10 WESTFIELD TRUST

(b) Acceptance procedure for Unitholders(i) To validly accept this Offer:(A) complete and sign the accompanying Acceptance Form in accordance with theinstructions on it (which, if Your ART Units are held by you in a CHESS Holding,authorises Bidder to instruct your Controlling Participant on your behalf to initiateacceptance of this Offer in accordance with Rule 16.3 of the SCH Business Rules andto transfer Your ART Units to Bidder in accordance with this Offer); and(B) return it (together with all other documents required by those instructions) so that theyare received by Computershare Investor Services Pty Limited at one of the addressesspecified below before the end of the Offer Period.(ii) Alternatively, if Your ART Units are held by you in a CHESS Holding, you may accept thisOffer, as follows:(A) if you are not a Broker or Non Broker Participant - you may instruct your ControllingParticipant to initiate acceptance of this Offer in accordance with Rule 16.3 of the SCHBusiness Rules before the end of the Offer Period; and(B) if you are a Broker or Non Broker Participant - you must initiate acceptance of this Offerin accordance with Rule 16.3 of the SCH Business Rules before the end of the OfferPeriod.Mailing and delivery addressesThe mailing and delivery addresses for completed Acceptance Forms and any associateddocuments are as follows:The mailing address is:Westfield Trust (ART Offer)c/- Computershare Investor Services Pty LimitedGPO Box 7045Sydney NSW 2001Alternatively, you may deliver the Acceptance Form and any associated documents to:Westfield Trust (ART Offer)c/- Computershare Investor Services Pty LimitedLevel 360 Carrington StreetSydney NSW 2000A reply paid envelope (not able to be used by Foreign Unitholders) is enclosed for yourconvenience.Acceptance Form and instructions on itThe Acceptance Form which accompanies this Offer forms part of the Offer. The requirements onthe Acceptance Form must be observed in accepting this Offer in respect of Your ART Units.(c) Power of attorney, deceased estateWhen accepting this Offer, you must also forward for inspection:(i) if the Acceptance Form is executed by an attorney, a certified copy of the power ofattorney; and(ii) if the Acceptance Form is executed by the executor of a will or the administrator of theestate of a deceased Unitholder, the relevant grant of probate or letters of administration.(d) When acceptance is completeAcceptance of this Offer shall not be complete until the completed Acceptance Form (togetherwith all other documents required by the instructions on it) has been received at one of theWESTFIELD TRUST PART B 11

addresses set out in section 1.6(b) above and the requirements of this section have been met,provided that:(i) Bidder may in its sole discretion waive any or all of those requirements at any time; and(ii) where such requirements have been complied with in respect of some but not all of YourART Units, Bidder may, in its sole discretion, deem your acceptance of this Offer completein respect of all or none of Your ART Units.Alternatively, if Your ART Units are held by you in a CHESS Holding, you may instruct yourControlling Participant to initiate (or if you are a Broker or Non Broker Participant, you may initiate)acceptance of this Offer in accordance with Rule 16.3 of the SCH Business Rules, andacceptance of this Offer shall be complete upon acceptance being so initiated.1.7 The effect of acceptanceBy signing and returning the Acceptance Form (together with all other documents required by theinstructions on it) or by otherwise validly accepting this Offer, you will have:(a) irrevocably accepted this Offer (including any variation of this Offer) for all of Your ART Units(subject to this section 1.7);(b) irrevocably agreed to transfer Your ART Units to Bidder subject to this Offer and the OfferContract becoming unconditional;(c) irrevocably authorised Bidder to complete or alter your Acceptance Form by inserting correctdetails of Your ART Units, rectifying any errors in, and omissions from, it as may be necessaryto make it a valid acceptance of this Offer or to effect, or to enable registration of, the transferof the number of Your ART Units to Bidder;(d) represented and warranted to Bidder, as a condition of the Offer Contract, that at the time ofacceptance and at the time of transfer to Bidder, Bidder will acquire good legal title to YourART Units and full beneficial ownership of them, in each case fully paid, free from allmortgages, charges, liens, encumbrances (whether legal or equitable) and restrictions ontransfer of any kind, that you have full power, capacity and authority to sell and transfer YourART Units and that you have paid to ART all amounts which are due for payment in respect ofYour ART Units;(e) irrevocably authorised Bidder to proceed as follows (as applicable):(i) to instruct your Controlling Participant to initiate acceptance of this Offer for Your ART Unitsin accordance with the SCH Business Rules;(ii) to give any other instructions in relation to Your ART Units to your Controlling Participant onyour behalf under the sponsorship agreement between you and that Controlling Participant;(iii) with effect from the time any Offer Contract is free from all its conditions and/or thoseconditions are satisfied, to cause a message to be transmitted to SCH in accordance withRule 16.6.1 of the SCH Business Rules so as to transfer Your ART Units to the Bidder’sTakeover Transferee Holding. Bidder shall be so authorised even though at the time ofsuch transfer it has not paid the consideration due to you under this Offer; and(iv) do any other thing, including executing any document considered by Bidder to benecessary or desirable,in order that Your ART Units may be transferred to Bidder in accordance with this Offer;(f) irrevocably appointed Bidder, or any nominee (or nominees) of Bidder as your agent andattorney to exercise all the powers and rights attaching to Your ART Units including, but notlimited to:(i) from the time any Offer Contract is free from all its conditions and/or those conditions aresatisfied (and even though at that time you have not been paid the consideration due toyou under this Offer), to:PART B 12 WESTFIELD TRUST

(A) attend and vote in respect of Your ART Units at any general meeting of ART or appointa proxy or proxies to attend and vote on your behalf in respect of Your ART Units at anygeneral meeting of ART;(B) at Bidder’s discretion, pay ART, or any other party, all or part of any amountscontemplated by sections 1.3 and 1.8;(C) receive from ART, or any other party, and retain any unit certificates which were held byART, or any other party, whether pursuant to the terms of any employee incentivescheme or otherwise; and(D) sign all documents (including an instrument appointing one of Bidder’s directors as aproxy in respect of any or all of Your ART Units and any application to ART for areplacement certificate in respect of any unit certificate which has been lost ordestroyed) and resolutions relating to Your ART Units, and generally to exercise allpowers and rights which you may have as an ART Unitholder and perform such actionsas may be appropriate in order to vest good title in Your ART Units in Bidder, and tohave agreed that, in exercising such powers, any such director is entitled to act inBidder’s interests as the beneficial owner (as trustee of Westfield Subtrust H, a whollyowned subsidiary trust of Westfield Trust) and intended registered holder of Your ARTUnits; and(ii) executing and delivering all forms, notices and instruments thereunder, from the time theOffer Contract is free from all its conditions and/or those conditions are satisfied, until theend of the Offer Period;(g) agreed to indemnify fully Bidder and Westfield Trust in respect of any claim or action againsteither of them for any loss, damage or liability whatsoever incurred by them as a result of younot producing your Holder Identification Number or in consequence of the transfer of Your ARTUnits being registered by ART without production of your Holder Identification Number for YourART Units;(h) agreed that in exercising the powers conferred by the power of attorney in section 1.7(f),Bidder or its nominee is entitled to act in the interests of Bidder;(i) agreed not to exercise or purport to exercise any of the powers conferred on Bidder or itsnominee in section 1.7(f) during the period referred to in that section; and(j) if the Acceptance Form is signed under power of attorney, by signing the Acceptance Form,the attorney thereby declares that the attorney has no notice of revocation of the power and isempowered to delegate powers under the power of attorney in accordance with section 1.7(f).Bidder may, in its sole discretion and without any further communication to you, at any timedetermine that any Acceptance Form it receives is a valid acceptance, even though one or more ofthe requirements for acceptance have not been complied with. Bidder will provide theconsideration to you in accordance with section 1.8 for any part of an acceptance determined byBidder to be valid. Subject to Bidder’s other rights, where you nonetheless have satisfied therequirements for acceptance for only some of Your ART Units, Bidder may in its sole discretionregard the Offer to have been accepted for those ART Units but not the remainder.1.8 Provision of consideration(a) How consideration is paidPayment of the cash amount to which you are entitled will be made by cheque (or otherwise asagreed by Bidder) in Australian currency. Cheques will be sent to the address on the AcceptanceForm by pre-paid ordinary mail or, if you have an overseas address, by pre-paid airmail.In relation to the consideration payable by Bidder to you in respect of Your ART Units, Bidder maypay so much of the consideration as is required to discharge any debt owed by you to ART, or anyother party, whether under the terms of any employee incentive scheme or otherwise and Bidderwill pay to you the remaining consideration.WESTFIELD TRUST PART B 13

(b) When consideration is paidSubject to section 1.8(c), if the contract resulting from your acceptance of this Offer becomesunconditional, Bidder will provide the consideration to which you are entitled on acceptance of thisOffer on or before the earlier of:(i) one month after the date this Offer is validly accepted by you or, if the Offer is subject to adefeating condition when accepted, within one month after this Offer or the contractresulting from your acceptance of this Offer becomes unconditional; and(ii) 21 days after the end of the Offer Period.(c) Where additional documents are requiredWhere the Acceptance Form requires additional documents to be given with your acceptance(such as a power of attorney):(i) if the documents are given with your acceptance, Bidder will provide the consideration inaccordance with section 1.8(b);(ii) if the documents are given after acceptance and before the end of the Offer Period and theOffer is subject to a defeating condition at the time that Bidder is given the documents,Bidder will provide the consideration by the end of whichever period ends earlier:(A) within one month after the contract resulting from your acceptance of the Offerbecomes unconditional; and(B) 21 days after the end of the Offer Period;(iii) if the documents are given after acceptance and before the end of the Offer Period and theOffer is unconditional at the time that Bidder is given the documents, Bidder will provide theconsideration by the end of whichever period ends earlier:(A) one month after Bidder is given the documents; and(B) 21 days after the end of the Offer Period; or(iv) if the documents are given after the end of the Offer Period, Bidder will provide theconsideration within 21 days after the documents are given; but if at the time Bidder isgiven the documents, the Offer Contract is still subject to one or more of the conditions insection 1.10(a), Bidder will provide the consideration within 21 days after that contractbecomes unconditional.If you do not provide Bidder with the required additional documents within one month after the endof the Offer Period, Bidder may, in its sole discretion, rescind the Offer Contract.(d) Where Bidder is entitled to any EntitlementsIf Bidder becomes entitled to any Entitlements on acceptance of this Offer, you must give Bidder alldocuments that Bidder needs to give Bidder title to those Entitlements. If you do not give thosedocuments to Bidder, or if you have received the benefit of those Entitlements, before Bidderprovides the consideration to you, Bidder will set off against the consideration otherwise due toyou the amount (or value, as reasonably assessed by Bidder) of those Entitlements.1.9 Foreign UnitholdersIt is your sole responsibility to satisfy yourself that you are permitted by any applicable Foreign Lawto accept the Offer.If, at any time you accept this Offer, you are resident in, or of, a place outside of Australia, you willnot be entitled to receive any consideration for your ART Units until all requisite authorisations orclearances of the Reserve Bank of Australia (whether under the Banking (Foreign Exchange)Regulations or otherwise), of the Australian Taxation Office, and of the Minister of Foreign Affairs(under regulations made under the Charter for the United Nations Act 1945) have been obtained.It is your responsibility to make, and Bidder assumes no responsibility for making, any applicationto obtain any such authorisations and clearances.PART B 14 WESTFIELD TRUST

1.10 Conditions of the Offer(a) ConditionsSubject to this section 1.10, this Offer and any Offer Contract are each conditional on (to theextent the relevant matter is not within the sole control of, or as a direct result of action by, Bidderand/or its associates):(i) Minimum acceptance conditionBefore the end of the Offer Period, Bidder has a relevant interest in 50.1% or more of the ARTUnits then on issue.(ii) No material adverse changeThere does not occur, be discovered, be announced or otherwise become public after theAnnouncement any material adverse change (from that publicly announced to the market beforethe Announcement) in the business, financial or trading position or condition, assets, liabilities,profitability or prospects of ART and its subsidiary or associated trusts taken as a whole, or anyevent or action proceeding from a circumstance or change in circumstance, which is reasonablylikely to result in a material adverse change (from that publicly announced to the market before theAnnouncement) of the kind mentioned above.(iii) No prescribed occurrencesNone of the following occurrences (each a “prescribed occurrence”) happening during the periodfrom the Announcement to the date three business days after the end of the Offer Period:(A) ART converting all or any of its ART Units into a larger or smaller number of ART Units;(B) ART or a subsidiary trust of ART entering into a buy back agreement in relation to ARTUnits or Unitholders resolving to approve the terms of a buy back of ART Units;(C) AMP Henderson or a subsidiary of AMP Henderson making an issue of ART Units orgranting an option over ART Units or agreeing to make such an issue or grant such anoption;(D) AMP Henderson or a subsidiary of AMP Henderson disposing or agreeing to dispose,of the whole, or a substantial part, of ART’s business or property;(E) AMP Henderson or a subsidiary of AMP Henderson charging, or agreeing to charge,the whole, or a substantial part, of ART’s property;(F) Unitholders resolving that ART be wound up;(G) the making of an order by a court for the winding up of ART or of a subsidiary trust ofART; or(H) the appointment of a receiver, receiver and manager, other controller (as defined in theCorporations Act) or similar official in relation to the whole, or a substantial part, of theproperty of ART or of a subsidiary trust of ART.(b) Nature of conditionsEach of the conditions set out in each paragraph and subparagraph of section 1.10(a):(i) constitutes and shall be construed as a separate, several and distinct condition;(ii) is a condition subsequent; and(iii) until the expiration of the Offer Period (or in the case of the condition referred to in section1.10(a)(iii), until three business days after the end of the Offer Period) will be for the benefitof Bidder alone and may be relied upon only by Bidder.(c) Effect of breach or non-fulfilmentThe breach or non-fulfilment of any of the conditions subsequent set out in section 1.10(a) doesnot, until the end of the Offer Period, prevent an Offer Contract arising but, if at the end of the OfferPeriod (or, in the case of the condition in section 1.10(a)(iii), at the end of three business days afterthe end of the Offer Period), in respect of any condition in section 1.10(a):WESTFIELD TRUST PART B 15

(i) Bidder has not declared the Offers (and they have not become) free from that condition; or(ii) that condition has not been fulfilled,all Offer Contracts and all acceptances that have not resulted in Offer Contracts are void.In such a case, Bidder will return the Acceptance Form together with all documents to theaddress shown in the Acceptance Form and notify SCH of the lapse of the Offers inaccordance with Rule 16.8 of the SCH Business Rules.(d) Bidder may decide Offer is free from all or any of the conditionsSubject to this section 1.10(d), Bidder may at any time at its sole discretion but in compliance withsection 650F and section 630(1) of the Corporations Act, declare the Offers free from all or any ofthe conditions set out in each paragraph and subparagraph of section 1.10(a) by notice in writingto ART:(i) in the case of the conditions referred to in section 1.10(a)(iii) - not later than three businessdays after the end of the Offer Period; or(ii) in any other case - not later than seven days before the end of the Offer Period.If the condition in section 1.10(a)(i) (minimum acceptance condition) is:(i) satisfied, then within two business days thereafter; or(ii) waived, then immediately thereafter,Bidder will declare the Offers free of all remaining conditions in section 1.10(a), unless prior to thattime there has been a breach of any such condition and Bidder has publicly declared to the marketthat it intends to rely on a breach of that condition.(e) Date for giving notice on status of conditionsThe date for giving a notice on the status of the conditions as required by section 630(1) of theCorporations Act is 3 July 2003, subject to variation in accordance with section 630(2) of theCorporations Act in the event that the Offer Period is extended.1.11 Variation or withdrawal of the OfferBidder may vary this Offer in accordance with the Corporations Act.Bidder may withdraw unaccepted Offers at any time with the written consent of ASIC and subjectto the conditions (if any) specified in such consent.1.12 Notices(a) Any notice, nomination or other communication to be given by Bidder to you under this Offerwill be deemed to be duly given if it is in writing and is signed or purports to be signed(whether in manuscript, printed or reproduced in any form) on behalf of Bidder by any of itsdirectors or its company secretary and is delivered to or sent by post in a pre-paid envelope orby courier to your address as recorded on the register of Unitholders of ART.(b) Any notice or other communication given by you to Bidder in connection with this Offer will bedeemed to be duly given if it is in writing and is sent by post to the following address:Westfield Trust (ART Offer)c/- Computershare Investor Services Pty LimitedGPO Box 7045Sydney NSW 2001(c) If:(i) this Offer is withdrawn after your Acceptance Form has been sent to Bidder, but before ithas been received; or(ii) for any other reason Bidder does not acquire the ART Units to which your AcceptanceForm relates,PART B 16 WESTFIELD TRUST

Bidder will despatch at your risk your Acceptance Form together with all other documentsforwarded by you, to your address as shown on the Acceptance Form or such other address asyou may notify in writing to Bidder by, where such address is inside Australia, pre-paid ordinarypost, or, where such address is outside Australia, pre-paid airmail.(d) All costs and expenses of the preparation, despatch and circulation of the Offers and all stampduty payable in respect of a transfer of Your ART Units in respect of which the Offer isaccepted, will be paid by Bidder.1.13 BrokerageNo brokerage is payable by you if you accept the Offer.WESTFIELD TRUST PART B 17

2. WESTFIELD TRUST’S INTENTIONS2.1 IntroductionThis section sets out Westfield Trust’s intentions, on the basis of the facts and informationconcerning ART which are known to Westfield Trust and the existing circumstances affecting thebusiness of ART, in relation to the following:(a) the continuation of the business of ART;(b) any major changes to be made to the operation of ART, including any redeployment of thefixed assets of ART; and(c) any plan to remove the current Responsible Entity and appoint a new Responsible Entity.Final decisions on these matters will, however, only be reached in the light of all material facts andcircumstances at the relevant time. Accordingly, those statements set out in this section 2 arestatements of current intention only which may vary as circumstances require.Bidder’s intentions are the same as those of Westfield Trust.2.2 Specific intentions(a) Replacement of Responsible EntityIf, whether as a result of the Offer or otherwise, Westfield Trust comes to have a relevant interest inat least 50.1% of ART Units on issue then Westfield Trust will seek to have Westfield Managementappointed as Responsible Entity of ART.(b) Strategic review and initiativesPromptly upon appointment as Responsible Entity of ART, Westfield Management will undertake adetailed review of ART’s portfolio of assets (and proposed activities in relation to those assets) toevaluate their performance, profitability, prospects and strategic relevance for Westfield Trust in thelight of the more detailed information then available to it, in the context of Westfield Trust’sobjective to grow its business and enhance unitholder returns.Westfield Management will also, as Responsible Entity of ART and as an owner or co-owner ofART Properties, review the ART Properties and the way they are developed and managed toevaluate performance, profitability and prospects. This could lead to further acquisitions, disposalsor development in due course. Westfield Management intends to work with the various co-ownersof the ART Properties to identify and reach agreement on the implementation of any potentialimprovements which are identified as a result of this review.Representatives of Westfield Management have visited each of the ART Properties and havereviewed the publicly available information in relation to ART and the ART Properties. This has ledto the identification, on a preliminary basis, of certain possible initiatives to increase operatingincome and profitability (such as the introduction of additional carts and kiosks) which, inconjunction with co-owners and property managers, Westfield Management will seek to haveassessed and, if appropriate, implemented in relation to some or all of the ART Properties.(c) Disposal of propertiesAs stated in section 5.9, Westfield Management has advised the ACCC that, should it benecessary to overcome any ACCC concerns, it is prepared to give a formal undertaking to theeffect that Westfield Management will do everything in its power or control to bring about thedivestiture of one of ART’s or Westfield Trust’s existing shopping centre interests in each ofAdelaide, Perth and Sydney (as determined by Westfield Trust) within the 24 month periodcommencing from the later of the date on which Westfield Management becomes the ResponsibleEntity of ART and the date on which Westfield Trust comes to have an unconditional relevantinterest in at least 50.1% of ART Units.As described further in section 5.6, Westfield Management has entered into a conditional salecontract pursuant to which Westfield Management, if it becomes the Responsible Entity of ART,PART B 18 WESTFIELD TRUST

has agreed to sell Colonnades Shopping Centre (located in South Australia) to CPT Managersubject to certain conditions being satisfied. Together with the conditional sale contract enteredinto with Centro and CPT Manager in relation to Westfield Galleria (located in Perth), it isanticipated that these disposals should meet any divestiture requirements that may arise in relationto Adelaide and Perth.Subject to the foregoing, no other decisions have been made at this stage as to which, if any, ofART’s shopping centre interests Westfield Management may seek to dispose.Whether or not ART distributes to Unitholders any proceeds upon any sale of any ART Propertieshas not yet been determined. Property disposals and distributions may have taxationconsequences for Unitholders (see section 3.3).(d) Intentions in relation to employeesNeither Westfield Trust nor any entities within the Westfield Holdings Group have formed anintention as to whether or not offers of employment will be made to any employees of the outgoingResponsible Entity, AMP Henderson, in the event that Westfield Management is appointed asResponsible Entity of ART.(e) Property management and development agreementsIf Westfield Management is appointed as Responsible Entity of ART, Westfield Trust intends thatART should seek the appointment of entities within the Westfield Holdings Group to undertakeproperty management and development services on commercial arm’s length terms, in relation toGarden City Shopping Centre, Kotara of which ART owns 100%.Under the AMP Life Agreement, Westfield Management has agreed that following its appointmentas Responsible Entity of ART, subject to the terms of various management agreements to beentered into referred to below, the identity of the manager in respect of the Shopping Centres willbe determined by majority decision of the relevant co-owners (other than in relation to MacquarieShopping Centre where the manager will be appointed by AMP Macquarie Trust).Under the AMP Life Agreement, Westfield Management (subject to its appointment as ResponsibleEntity of ART) and the relevant co-owners have agreed to enter into:• in relation to Garden City Shopping Centre, Upper Mt Gravatt, a management agreement and adevelopment framework agreement with the Westfield Holdings Group; and• in relation to Warringah Mall Shopping Centre, Pacific Fair Shopping Centre, Garden CityShopping Centre Booragoon and Macquarie Shopping Centre, a management agreement withAMP Henderson, and a development framework agreement with the development managerappointed by the majority co-owner (in relation to Macquarie Shopping Centre, treating AMPMacquarie Trust as if it were a majority co-owner).Westfield Trust may (subject to the terms and conditions of the AMP Life Agreement, theagreements contemplated by it and any further agreement which may be required from any coowners)seek the appointment of entities within the Westfield Holdings Group to perform propertymanagement and development services in relation to ART Properties.Further detail in relation to the AMP Life Agreement is contained in section 5.5.(f) Redevelopment of Garden City Shopping Centre, KotaraWestfield Trust proposes that upon the appointment of Westfield Management as ResponsibleEntity of ART, Westfield Management should undertake a detailed review of the proposedredevelopment of Garden City Shopping Centre, Kotara announced by ART. This review may leadto the modification or cancellation of that proposed redevelopment.(g) FinancingThe Centro Bid Target Statement disclosed that if AMP Henderson is removed as ResponsibleEntity of ART, an event of default will occur in respect of ART’s financing agreements in certaincircumstances which will trigger an event of default under ART’s swap agreements provided thatthe relevant monetary thresholds are exceeded. Furthermore, the Centro Bid Target StatementWESTFIELD TRUST PART B 19

disclosed that a termination event may occur in respect of the swap agreements in certaincircumstances which will trigger an event of default under the financing agreements provided thatthe relevant monetary thresholds are exceeded. So far as is permitted under the terms andconditions of ART’s various financing arrangements, Westfield Management may seek to refinancethe existing debt of ART. Break costs may be associated with any refinancing.(h) StructureWestfield Trust’s current intention is that ART will be retained as a subsidiary trust of Westfield Trust.2.3 Other intentions upon acquisition of 90% or more of ARTIf Westfield Trust becomes entitled to compulsorily acquire the outstanding ART Units under Part6A.1 Division 1 of the Corporations Act (as a result of acquisitions of ART Units during the OfferPeriod), it intends to exercise such rights and then procure the removal of ART from the official listof ASX.If Westfield Trust does not become entitled to compulsorily acquire ART Units under Part 6A.1Division 1 of the Corporations Act, it may nevertheless become entitled to exercise generalcompulsory acquisition rights under Part 6A.2 Division 1 of the Corporations Act. In suchcircumstances, Westfield Trust intends to exercise those rights and then procure the removal ofART from the official list of ASX.2.4 Other intentions upon gaining control of, but less than 90% of, ARTIf Westfield Trust acquires control of, and Westfield Management is appointed as ResponsibleEntity of, ART, but Westfield Trust does not acquire a relevant interest in 90% or more of the ARTUnits (and is therefore not entitled to proceed to compulsory acquisition of the outstanding ARTUnits), it is the present intention of Westfield Trust to attempt to procure the implementation of theintentions described in section 2.2 to the extent possible and appropriate.To the extent that ART is not wholly owned by Westfield Trust, Westfield Trust intends thatWestfield Management will act at all times in accordance with its fiduciary duties and that allrequisite Unitholder approvals and other legal requirements are complied with in pursuing any ofthe intentions referred to in this section 2. Those legal requirements may mean that the approval ofUnitholders is necessary for the implementation of certain objectives.The following are Westfield Trust’s other intentions (additional to those described in section 2.2) if itacquires control of, and Westfield Management is appointed as Responsible Entity of, ART, butdoes not become entitled to proceed to compulsory acquisition of the outstanding ART Units:(a) ASX listingSubject to maintaining a sufficient spread of holders of ART Units, Westfield Trust will retain thelisting of ART Units on ASX.However, ART Unitholders should be aware that in these circumstances, if they do not accept theOffer, the liquidity and market value of their ART Units may decrease materially.(b) Management feesWestfield Management will charge a fee for acting as Responsible Entity of ART which shall bedetermined in the same way as the fee which is currently being charged by AMP Henderson.PART B 20 WESTFIELD TRUST

3. TAXATION CONSIDERATIONS3.1 IntroductionThe following is an outline of the principal Australian income tax consequences generally applicable toa Unitholder who disposes of ART Units under the Offer and to a Unitholder who continues to holdART Units in the event that Westfield Management disposes of certain of ART’s property interests.This outline reflects the current provisions of the Income Tax Assessment Act 1936 (Cth) and theIncome Tax Assessment Act 1997 (Cth) and the regulations made under those Acts. The outline doesnot take into account or anticipate changes in the law, whether by way of judicial decision or legislativeaction, nor does it take into account tax legislation of countries other than Australia.The following outline is not exhaustive of all possible Australian income tax considerations thatcould apply to particular Unitholders. In particular, the summary does not address all taxconsiderations applicable to Unitholders that may be subject to special tax rules, such as banks,insurance companies, tax exempt organisations, superannuation funds, dealers in securities orpersons who otherwise hold their ART Units on revenue account for tax purposes. Further, it isassumed that the ART Units are not held as an asset of a permanent establishment which aForeign Unitholder has in Australia.Each Unitholder is advised to consult with their own tax adviser regarding the consequences ofacquiring, holding or disposing of ART Units in light of current and any proposed tax laws and theirparticular investment circumstances.3.2 Taxation on the disposal of ART UnitsIf you accept the Offer, you will be treated as having disposed of Your ART Units for tax purposeson the date of acceptance of the Offer.(a) Australian resident UnitholdersUpon disposal of Your ART Units, any capital gain is taxable in your hands. If you realise a capitalloss, generally you can offset it against capital gains you realise in the same year or in later years.A capital gain or loss is calculated as the difference between the capital proceeds you receive forYour ART Units and the cost base of Your ART Units.You should consult with your own tax adviser to determine the amount which will constitute capitalproceeds in relation to Your ART Units.Ordinarily, for any ART Units you hold, the cost base is the total of the amount you paid for theART Units plus your acquisition and disposal costs less the tax deferred component ofdistributions you have received.For Unitholders realising a capital gain on the disposal of their ART Units, taxation relief in respectof any gain may be available by way of indexation for inflation adjustment or by way of the discountcapital gains concession. The exact treatment will depend on the date of acquisition of the ARTUnits and the nature of the Unitholder.WESTFIELD TRUST PART B 21

ART Units acquired at or before 11.45 am on 21 September 1999Unitholders who acquired their ART Units at or before 11.45 am (by legal time in the AustralianCapital Territory) on 21 September 1999 will have the option of either applying the capital gainsdiscount as discussed below or applying indexation to the capital gains cost base of their ARTUnits (from the date of acquisition up to 30 September 1999).Under the discount capital gain concession the assessable amount of any capital gain realised maybe discounted by 50% for individuals or certain trusts. No indexation is taken into account incalculating the capital gain for these purposes. The discount percentage is applied to the capitalgain after applying all available capital losses including net capital losses from previous incomeyears. Thus, if a Unitholder makes a $100 capital gain by accepting the Offer, but has a $100capital loss for the income year from the disposal of other assets, the capital loss will offset thecapital gain so that the benefit of the discount capital gain concession will not be available.ART Units acquired after 11.45 am on 21 September 1999Unitholders who acquired their ART Units after 11.45 am (by legal time in the Australian CapitalTerritory) on 21 September 1999 will not be entitled to indexation of the cost base whencalculating any capital gain on disposal.However, individuals and certain trusts who have held their ART Units for at least 12 monthsbefore accepting the Offer will be able to apply the relevant discount percentage as outlined above.Where ART Units have been held for less than 12 months or are held by a non-qualifying entitysuch as a company, then the discount capital gain method is not available.(b) Foreign UnitholdersIf you are a non-resident of Australia for tax purposes, you will generally not have to pay Australiantax on any capital gain when you sell or dispose of Your ART Units (including by accepting theOffer), unless you own or have beneficially owned (together with associates) 10% or more of theART Units on issue at any time during the five year period before the disposal of Your ART Units.Where tax is payable on any gain by a non-resident Unitholder the terms of any applicable doubletax agreement (between Australia and the country of residence of the Unitholder) need to beconsidered to determine whether any relief from taxation may apply. Further, the discount capitalgains concession may apply as outlined for resident Unitholders above.3.3 Taxation consequences for ART Unitholders of a disposal of ART’s interestsin propertiesAs outlined in section 2.2, in the event that Westfield Management is appointed as ResponsibleEntity of ART, Westfield Management will undertake a strategic review of ART’s portfolio of assets.As a consequence of this review, ART may dispose of certain property interests. As disclosed insection 5.6, Westfield Management has entered into a conditional sale contract in relation toColonnades Shopping Centre. A distribution may or may not be made to Unitholders of any of theproceeds from such disposals. The following indicates tax consequences for those Unitholderswho continue to hold ART Units at the end of a period in which a disposal of a property interestoccurs for tax purposes.(a) Australian resident UnitholdersGenerally, ART’s net income will retain its character for tax purposes in the hands of Unitholders. Thus,net income comprising capital gains of ART made on the disposal of property interests will constitutecapital gains of the Unitholders for tax purposes and will be taxable in the hands of the Unitholder. Thiswill be the case whether or not any proceeds are actually distributed to Unitholders.In certain circumstances, ART may only include 50% of any gain in its assessable income underthe discount capital gains concession available to it. A Unitholder entitled to a share of this gainwill be required to gross up the gain to its pre-discounted amount. However, eligible UnitholdersPART B 22 WESTFIELD TRUST

(eg individuals or trusts) may be able to apply the discount capital gain concession to this amount.The discount percentage is applied to the net capital gain after applying any available capitallosses including net capital losses from previous income years.Other tax consequences may arise depending on the extent to which any part of the proceeds ofthe disposal of ART’s interests in properties are distributed to Unitholders. These consequenceswill depend on the circumstances of the individual Unitholder and you should therefore consult withyour own tax adviser.(b) Foreign UnitholdersIf you are a non-resident of Australia for tax purposes, gains to which you are entitled will generallybe taxed in a similar manner as indicated above for resident Unitholders. You should seek yourown advice.WESTFIELD TRUST PART B 23

4. CAPITAL STRUCTURE OF ART4.1 Capital structureAccording to documents lodged by ART with ASX and ASIC, the total number of ART Units onissue as at the date of this Bidder’s Statement is 810,822,548.4.2 Details of relevant interests in ART UnitsAt the date of this Bidder’s Statement, Bidder had a relevant interest in 161,350,000 ART Units.At the date of the Offer, Bidder had a relevant interest in 161,350,000 ART Units.4.3 Details of voting power in ARTBidder’s voting power (as that term is defined in the Corporations Act) in ART as at the date of thisBidder’s Statement was 40.46% of the total votes that may be cast at a meeting of Unitholders.If, as disclosed in Westfield Trust’s substantial holder notice dated 29 May 2003 given to ASX onthat date, CPT Manager is technically an associate of Westfield Trust, which although arguable,Westfield Trust does not accept is the case, Bidder’s voting power in ART at the date of thisBidder’s Statement was 60.49%.As at the date of the Offer, Bidder’s voting power in ART was 40.46%.If, as disclosed in Westfield Trust’s substantial holder notice dated 29 May 2003 given to ASX on thatdate, CPT Manager is technically an associate of Westfield Trust, which although arguable, WestfieldTrust does not accept is the case, Bidder’s voting power in ART at the date of the Offer was 60.49%.4.4 Dealings in ART UnitsBidder has made the following unconditional purchases of ART Units in the ordinary course oftrading on the ASX:Date Number of ART Units Cash sum per Unit (A$)21 March 2003 137,190,843 1.8024 March 2003 10,700 1.7624 March 2003 422,100 1.7824 March 2003 2,832,358 1.7924 March 2003 5,400,136 1.8024 March 2003 6,900,882 1.8025 March 2003 967,981 1.7625 March 2003 1,769,127 1.7725 March 2003 5,855,873 1.78PART B 24 WESTFIELD TRUST

5. ADDITIONAL INFORMATION5.1 Information about Westfield Trust and BidderWestfield TrustWestfield Trust (ASX: WFT) is Australia's largest listed property trust with a portfolio of 42 shoppingcentres - 30 in Australia and 12 in New Zealand. Westfield Management is the Responsible Entityof Westfield Trust.The Westfield Trust portfolio comprises in excess of 2.3 million square metres of retail space, over7,700 retail outlets and generates over $10.6 billion of retail sales.As at 31 December 2002, Westfield Trust had total assets of $9.7 billion and a market capitalisationof $7.1 billion.Since listing in 1982, to 31 December 2002, Westfield Trust has achieved a compound annual rateof return of 16.1% compared with the Australian Stock Exchange Property Trust Index return of14.1% and the Australian Stock Exchange All Ordinaries Index return of 13.9%.Westfield Trust’s portfolio of 42 shopping centres in Australia and New Zealand is managed bysubsidiaries of Westfield Holdings. Ten of the Australian shopping centres are co-owned in jointventures with large institutional partners.Westfield ManagementAs Responsible Entity for Westfield Trust, Westfield Management endeavours to maximise thereturns to unitholders through distribution growth and capital appreciation of their units whichreflects the increase in value of the portfolio and its prospects. This value creation is achievedthrough the application of intensive management of the existing portfolio, the acquisition ofaccretive property investments and the development/redevelopment of the existing portfolio toimprove the appeal and penetration of each of the shopping centres in their relevant catchments.Property and funds management expertiseThe Westfield Holdings Group is the largest funds manager of listed property trusts in Australiawith total fund assets of over $27 billion as at 31 December 2002. These include Westfield Trust(total assets of $9.7 billion) and Westfield America Trust (total assets of $17.3 billion). WestfieldTrust and Westfield America Trust are listed on ASX and represent approximately 15% and 12.6%respectively of the listed property trust sector of ASX.Additionally, the Westfield Holdings Group manages shopping centre assets for a number of global banksand fund managers in Australia, New Zealand, the United States and the United Kingdom. These includeAMP, Colonial First State Property, Deutsche Bank, JP Morgan, Prudential UK and Hermes.Westfield Management board structureThe board of directors of Westfield Management comprises nine directors, five of whom areindependent directors. The chairman of the board is Mr Frank P Lowy, AC.It is the policy of the board that its membership should reflect an appropriate balance betweenexecutives possessing extensive direct experience and expertise in the core business activities ofWestfield Trust, and non-executive members who have outstanding track records and reputationsattained at the highest levels of industry, and who are able to bring to the board independence anda broad range of general commercial expertise and experience.WESTFIELD TRUST PART B 25

Biographies of board membersFrank P Lowy AC, ChairmanMr Frank Lowy is Executive Chairman and co-founder of the Westfield Holdings Group. He is amember of the board of the Reserve Bank of Australia, a director of Daily Mail and General Trustplc (UK), a member of the board of trustees of The Scripps Research Institute Board and chairmanof the Institute for International Policy.Jillian R BroadbentJillian Broadbent is a member of the board of the Reserve Bank of Australia and a director ofWoodside Petroleum Ltd, Coca-Cola Amatil Ltd, Westfield America Management Limited (theResponsible Entity for Westfield America Trust) and the Special Broadcasting Service. She hasextensive experience in the banking and finance industry and a long-term involvement with theArts. She is chairman of the Audit and Compliance Committee.William J Falconer, CNZMWilliam Falconer is chairman of a number of companies including Hellaby Holdings Ltd, RestaurantBrands NZ Ltd, Oyster Bay Marlborough Vineyards and Westgate Transport Ltd. He is acommercial barrister and chairman of the Market Surveillance Panel of the New Zealand StockExchange and former chairman of St Lukes Group Ltd in New Zealand.Herman HuizingaHerman Huizinga was a member of the executive board of ING Group, headquartered in theNetherlands. He serves on the board of a Dutch syndicate, Industrial Tunnel Methods, WestfieldAmerica Management Limited (the Responsible Entity for Westfield America Trust) and on theboard of the Eye Hospital in Rotterdam. He is a member of the Audit and Compliance Committee.Stephen P Johns, Executive Director, Capital MarketsAppointed as an Executive Director of the Westfield Holdings Group in 1985, Stephen Johns holdsa Bachelor of Economics degree from the University of Sydney and is a Fellow of the Institute ofChartered Accountants in Australia. He joined the Westfield Holdings Group in 1970 and becameFinance Director in 1985, Group Finance Director in 1997 and Executive Director, Capital Marketsin 2002. Stephen Johns is also a member of the council of governors of Ascham School and adirector of Ascham Foundation Limited.Peter S Lowy, Managing DirectorAppointed as an Executive Director of the Westfield Holdings Group in 1987, Peter Lowy holds aBachelor of Commerce degree from the University of NSW. Prior to joining the Westfield HoldingsGroup in 1983, he worked in investment banking in the US and UK. He has resided in the USsince 1990 and was appointed Managing Director in 1997. He serves on the board of governorsfor the National Association of Real Estate Investment Trusts, is on the board of directors of theAssociation of Foreign Investors in Real Estate, is a member of ICSC, is founding chairman of thee-Fairness Coalition and a director of the Institute for International Policy.Steven M Lowy, Managing DirectorAppointed as an Executive Director of the Westfield Holdings Group in 1989, Steven Lowy holds aBachelor of Commerce (Honours) degree from the University of NSW. Prior to joining the WestfieldHoldings Group in 1987, he worked in investment banking in the US. In 1997, he was appointedManaging Director. He is a director of the Victor Chang Cardiac Research Institute and a director ofthe Institute for International Policy.PART B 26 WESTFIELD TRUST

Robert C Mansfield, AOBob Mansfield is the non-executive chairman of Telstra, chairman of CDS Technologies Pty Ltd,director of Datacraft Asia Ltd, director of Dimension Data Holdings plc, Westfield AmericaManagement Limited (the Responsible Entity for Westfield America Trust) and national chairman ofthe Starlight Children's Foundation Australia. He was formerly CEO of McDonalds Australia,Wormald International Ltd, Optus Communications and John Fairfax and has filled a number ofroles for the Federal Government.Gary H WeissGary Weiss is an executive director of Guinness Peat Group plc, chairman of Ariadne Australia Ltd,MEM Group Ltd and is a director of Tower Limited, Coats plc and various other public companies.He has considerable international business experience and is a highly respected commerciallawyer in Australia and New Zealand.The BidderThe directors of the Bidder are:Steven M LowyAppointed as an Executive Director of the Westfield Holdings Group in 1989, Steven Lowy holds aBachelor of Commerce (Honours) degree from the University of NSW. Prior to joining the WestfieldHoldings Group in 1987, he worked in investment banking in the US. In 1997, he was appointedManaging Director. He is a director of the Victor Chang Cardiac Research Institute and a director ofthe Institute for International Policy.Marlon D TepersonMarlon Teperson joined the Westfield Holdings Group in 1988 and was appointed Group ChiefFinancial Officer in 2002. Prior to this appointment he held a number of key appointments withinthe Westfield Holdings Group including Chief Financial Officer for the group’s operations in theUnited States and Deputy Chief Financial Officer of the group. Marlon Teperson holds a Master ofBusiness Administration from the University of Cape Town, South Africa and is a member of theInstitute of Chartered Accountants of South Africa.5.2 Centro OfferOn 19 March 2003, Centro announced that it had acquired a 19.9% holding in ART.On 20 March 2003, Centro served a bidder’s statement on AMP Henderson, the ResponsibleEntity of ART, and on ASIC and ASX.The Centro Offer is currently scheduled to close on 26 June 2003, unless extended or withdrawnin accordance with the Corporations Act.The consideration offered under the Centro Offer is 3 Centro securities and 27.3 cents cash forevery 7 ART Units you hold.The Centro Offer is subject to a number of defeating conditions, the details of which are set out infull in section 12.10 of Centro’s bidder’s statement.5.3 Application by Centro to the Takeovers PanelOn 10 April 2003, Centro made an application to the Takeovers Panel for a declaration undersection 657A of the Corporations Act of unacceptable circumstances and orders in relation to theaffairs of ART. Centro sought:• a reference to the Court on the construction of the Co-Owners’ Agreements;• a declaration of unacceptable circumstances because of a lack of clarity in the market aboutthe effect of the Co-Owners’ Agreements; and• orders for additional disclosure and perhaps otherwise to resolve the situation, depending onthe Court’s decision on the Co-Owners’ Agreements.WESTFIELD TRUST PART B 27

On 13 May 2003, the Takeovers Panel advised that it had made a decision in relation to theapplication it had received from Centro. The Takeovers Panel made a declaration of unacceptablecircumstances in relation to the affairs of ART and ordered AMP Henderson (as Responsible Entityof ART and AMP Wholesale 2), AMP Life and the other parties to the Co-Owners’ Agreements notto exercise any Pre-emptive Rights in relation to the ART Properties, solely because of a change ofResponsible Entity of ART.On 15 May 2003, the Takeovers Panel advised that it had received an application from AMP Lifefor review of its decision in the ART matter. AMP Life submitted that the orders made by theTakeovers Panel were beyond the power of the Takeovers Panel, were not appropriate orders forthe Takeovers Panel to make and are a manifestly incorrect decision.On 26 May 2003, the Takeovers Panel advised that the review panel had declined to vary theorders made by the initial Takeovers Panel in relation to the affairs of ART.Copies of the media releases by the Takeovers Panel in relation to Centro’s application, theTakeovers Panel’s decision, AMP Life’s review application and the decision of the Takeovers Panelreview panel are available from the Takeovers Panel’s website: www.takeovers.gov.au.5.4 Agreement by AMP co-owners not to exercise Pre-emptive RightsThere is some uncertainty as to whether or not a “Dealing” under the Co-Owners’ Agreementsincludes a change in the Responsible Entity of ART so that there would be a breach of the Co-Owners’ Agreements if there is a change of Responsible Entity without the other co-owners’consent. Such a breach of the Co-Owners’ Agreements may entitle the relevant co-owner tocommence a default process and, if the breach is not rectified, may entitle the relevant co-ownerto require ART to sell its interests in the relevant co-owned property to that co-owner at the marketvalue of the property interest pursuant to the Pre-emptive Rights. This would be the case only ifand to the extent, first, that the Co-Owners’ Agreements are validly in place and, secondly, that achange in the Responsible Entity of ART does in fact trigger the Pre-emptive Rights, matters inrelation to which uncertainty exists.As referred to in section 5.3, the Takeovers Panel has ordered AMP Henderson (as ResponsibleEntity of ART and AMP Wholesale Shopping Centre Trust 2), AMP Life and the other parties to therelevant Co-Owners’ Agreements, not to exercise any Pre-emptive Rights in relation to the ARTProperties, solely because of a change of Responsible Entity of ART. Further, AMP Life sought areview of this decision and the Takeovers Panel review panel declined to vary the decision.However, it is possible that AMP Life may apply to the courts to have this decision of theTakeovers Panel set aside.To deal with this uncertainty, Westfield Trust included, in its Announcement, a condition to theeffect that the AMP co-owners consent to Westfield Management (or a related body corporate)becoming the Responsible Entity of ART without triggering, and undertaking not to exercise, PreemptiveRights or other rights they may have (as the case may be) to acquire any ART Propertiesor interests in ART Properties.Pursuant to the AMP Life Agreement, each relevant AMP co-owner has given that undertaking in aform satisfactory to Westfield Trust such that Westfield Trust is satisfied that neither its acquisitionof ART Units or a subsequent change in the Responsible Entity of ART will give rise to a right onthe part of a co-owner under the Co-Owners’ Agreements to exercise a Pre-emptive Right or otherright to acquire any ART Properties or interests in any ART Properties. Accordingly, Bidder has notincluded a condition in the Offers in relation to this matter.5.5 AMP Life AgreementOn 28 May 2003, Westfield Management, Westfield Trust and AMP Life executed, and AMPHenderson, AMP Pacific Fair Pty Limited (as trustee for the AMP Pacific Fair Trust) and AMPMacquarie Pty Limited (as trustee of the AMP Macquarie Trust) acceded to, the AMP Life Agreement.PART B 28 WESTFIELD TRUST

The AMP Life Agreement is subject to a number of conditions precedent including:(a) Westfield Trust making takeover offers on terms no less favourable to Unitholders than thosedescribed in Westfield Trust’s Announcement (except that the takeover offers must not besubject to the Pre-emptive Rights condition described in the Announcement) and despatchingsuch offers to Unitholders within 45 days after the Announcement; and(b) Westfield Management being appointed Responsible Entity of ART within 6 months after theOffers become unconditional.Under the AMP Life Agreement:(a) AMP Life confirms that it is not making nor has made any commitment to Westfield Trust forAMP Life to accept any Offer or to otherwise dispose of or vote in respect of any ART Unitsheld by or on behalf of AMP Life in any way;(b) if the condition in section 1.10(a)(i) (minimum acceptance condition), has been:(i) satisfied, then within two business days thereafter; or(ii) waived, then immediately thereafter,Westfield Trust has agreed to declare the Offers free of all remaining defeating conditions, unlessprior to that time there has been a breach of any defeating condition and Westfield Trust haspublicly declared to the market that it intends to rely on a breach of that defeating condition;(c) the parties agree to negotiate and use best endeavours to enter into a development frameworkagreement to give effect to certain development principles and that such developmentprinciples shall apply from the Replacement Date to the date such development frameworkagreements are entered into;(d) each co-owner which is a party irrevocably and unconditionally consents under the co-owners’agreements in relation to the Shopping Centres to Westfield Management (or a related bodycorporate) becoming the Responsible Entity of ART without triggering, and irrevocably andunconditionally undertake to Westfield Trust and Westfield Management not to exercise, anyPre-emptive Rights or other rights that they may have (as the case may be) to acquire any ofShopping Centres or interests in any of the Shopping Centres as a result of:(i) Westfield Management, or a related body corporate of Westfield Management, becomingthe Responsible Entity of ART; and/or(ii) a person who replaces Westfield Management becoming the Responsible Entity of ART,provided that Westfield Management shall have complied with certain terms of the AMP LifeAgreement and shall have caused such person to covenant in favour of the co-owners thatit will also give effect to certain terms of the AMP Life Agreement; and/or(iii) the acquisition of any ART Units as contemplated by the Offers;(e) on the Replacement Date, Westfield Management and each relevant co-owner which is orbecomes a party to the AMP Life Agreement agree to be bound by the terms of the coowners’agreements in relation to the Shopping Centres, agree that such agreements are validand enforceable, waive any rights of termination under such agreements, make any changesnecessary to such agreements necessary to give effect to the AMP Life Agreement and enterinto an accession deed for each of the Shopping Centres;(f) AMP Life may apply for a waiver or no-action letter in respect of the application of ASX ListingRule 10.1 to certain co-owners’ agreements and, to a specified extent, the exercise of PreemptiveRights;(g) the parties agree to act reasonably and in good faith in all dealings with the manager anddevelopment manager of each Shopping Centre and in relation to any dealings concerningmanagement rights and development activities;(h) the parties must act reasonably and in good faith in relation to the Pre-emptive Rights;WESTFIELD TRUST PART B 29

(i) as described further in section 2.2, in relation to certain Shopping Centres, WestfieldManagement and the relevant co-owner must, within 2 business days after the ReplacementDate, enter into certain management agreements and development framework agreements;(j) the parties agree the following in relation to property management:(i) following the Replacement Date, subject to the terms of certain management agreementsto be entered into, the identity of the manager in respect of any Shopping Centre (otherthan Macquarie Shopping Centre) will be determined by a majority decision of the relevantco-owners;(ii) following the Replacement Date until certain disposals of interests in Macquarie ShoppingCentre, or if the manager ceases to be a member of the AMP Limited group of companies,no change may be made to the manager of Macquarie Shopping Centre except by amajority decision of the relevant co-owners;(iii) certain arrangements to allow a manager in certain circumstances to appoint asubcontractor to provide management services;(iv) certain arrangements to facilitate the transition of the manager if AMP Henderson (or anyrelated body corporate) is replaced as property manager or asset manager of any of thenine shopping centres currently managed by AMP Henderson on or after the ReplacementDate; and(k) within two business days after the Replacement Date, Westfield Management agrees to seekan amendment to the existing co-owners’ agreement for Knox Shopping Centre to allow AMPLife to become a member of the co-owners’ committee and special committee under that coowners’agreement.The AMP Life Agreement is attached to the substantial holder notice dated 29 May 2003 byWestfield Trust to ART, a copy of which was provided to ASX and can be viewed atwww.asx.com.au, entering ‘ART’ under ‘Company announcements’.5.6 Arrangements with CentroWestfield Management has entered into a conditional sale contract with Centro and CPT Managerpursuant to which it has agreed to sell to CPT Manager ART’s interest in Colonnades ShoppingCentre for a purchase price of $114 million on terms usual for a sale contract of this nature subjectto the following conditions being satisfied on or before the expiry of the Offer Period:(a) Westfield Trust having a relevant interest in 40.1% or more of ART Units on issue (but excludingany ART Units for which CPT Manager or an entity under its control has accepted the Offer);(b) Westfield Management being appointed as Responsible Entity of ART and obtaining legal titleto the property known as Colonnades Shopping Centre; and(c) to the extent that the sale of land under the contract requires approval of Unitholders under theASX Listing Rules, such approval being obtained.Nothing in the contract described above requires any party to exercise, or restricts any party inexercising the vote attaching to any ART Units or restrains the disposal of any ART Units that itmay hold from time to time.The contract is attached to the substantial holder notice dated 29 May 2003 by Westfield Trust toART, a copy of which was provided to ASX and can be viewed at www.asx.com.au, entering ’ART’under ’Company announcements’.Westfield Management (or a related entity) has also entered into similar conditional sale contractswith Centro and CPT Manager pursuant to which, on the satisfaction of certain conditions(including the condition mentioned in paragraph 5.6(a) above), it agrees to sell to CPT Manager,Westfield Trust’s interests in Westfield Toombul for a purchase price of $207.5 million and WestfieldGalleria for a purchase price of $414 million.PART B 30 WESTFIELD TRUST

5.7 FundingThe consideration for the acquisition of ART Units under the Offer is to be satisfied by paymentof cash.The maximum amount of the cash consideration which would be payable under the Offer for ARTUnits (other than those already owned by Bidder) is approximately $1,169,050,586.Westfield Trust has irrevocably and unconditionally undertaken to provide Bidder with the total cashrequired for all amounts payable under the Offers that are accepted. Such funding will be providedthrough borrowings and/or equity contributions from entities owned by Westfield Trust asdetermined by Westfield Trust.The intercompany borrowings and equity contributions are proposed to be sourced by WestfieldTrust by borrowing funds under certain Facilities to be put in place with ANZ, Barclays andDeutsche Bank. Westfield Trust has entered into letter agreements with each of ANZ, Barclays andDeutsche Bank under which those Financiers each agree (subject to formal documentation beingagreed and entered into) to provide, or procure the provision of, the Facilities. The aggregateamount to be available to Westfield Trust for drawdown under the Facilities is sufficient to fully fundthe acquisition of ART Units as contemplated by this section 5.7.Subject to documentation being agreed, formal loan facility agreements will be entered into byWestfield Trust and the relevant Financiers in relation to each of the Facilities as soon aspracticable after the date of this Bidder’s Statement, and thereafter, the Facilities will be availablefor drawdown on the conditions precedent to drawdown being satisfied.The obligations of each Financier to allow drawdown by Westfield Trust of the Facility provided bythat Financier are proposed to be subject to standard conditions precedent for Facilities of thisnature including the following, all of which can be waived by the relevant Financier at any time:(a) satisfaction of the conditions set out in sections 1.10(a)(i) (minimum acceptance condition), and1.10(a)(ii) (no material adverse change);(b) in the reasonable opinion of the Financier there has been no material adverse change in thefinancial condition, business or assets of Westfield Trust that affects the ability of Westfield Trustto perform its payment and repayment obligations under the Facility since the date of the mostrecent audited financial statements of Westfield Trust;(c) confirmation from Westfield Trust that committed financing is available for drawing in an amountsufficient to complete the acquisition by Westfield Trust of 100% of the ART Units;(d) certified copies of constitutional documents of Westfield Trust being provided to the Financier;(e) confirmation from the company secretary of Westfield Management that the WestfieldManagement board has approved the Facility and the associated facility documentationincluding extracts of board minutes;(f) executed facility documentation and all other documentation reasonably required by theFinancier in connection with the Facility being provided to the Financier;(g) receipt by the Financier of a certified copy of the Bidder’s Statement duly executed andconsistent with the terms of the offer previously agreed to by the Financier. Any materialchanges to the Offer must be approved by the Financier;(h) legal opinions in a form satisfactory to the Financier being provided to the Financier;(i) evidence being provided to the Financier that fees due and payable under the Facility and feeletters have been paid or the Financier is satisfied that they will be paid from the proceeds offirst utilisation;(j) Westfield Trust certifying in writing to the Financier that completion under the Bidder’s Statementhas occurred or will occur simultaneously with provision of first drawdown under the Facility;(k) evidence being provided to the Financier that all corporate, regulatory and statutoryauthorisations, consents and approvals necessary to enable Westfield Trust to enter into andperform its obligations under the Facility have been obtained;WESTFIELD TRUST PART B 31

(l) confirmation in writing by Westfield Trust that the terms and conditions of the acquisitionfunding being provided by the other Financiers are not materially more favourable to thoseother Financiers than the terms and conditions of the agreement (other than fees and margins)between Westfield Trust and the Financier;(m) all representations and warranties provided by Westfield Trust under the Facility are true andcorrect, and no event of default subsists or is pending; and(n) compliance with and satisfaction of all other terms and conditions set out in the agreementbetween the Financier and Westfield Trust.The Financiers have indicated to Westfield Trust that, if the condition in section 1.10 (a)(i)(minimum acceptance condition) is satisfied, then they agree to Bidder declaring the Offers free ofall remaining conditions in section 1.10(a), unless prior to that time there has been a breach of anysuch condition.Other than the foregoing, there is no reason currently known to Westfield Trust why all of theconditions will not be able to be satisfied before the first time at which drawdown of the Facilitieswill be required.It is proposed that the facility documentation will contain events of default, representations andwarranties, covenants and other provisions usual for Facilities of this nature.5.8 Information about ARTGeneralART is a unit trust listed on ASX and is subject to the periodic and continuous disclosurerequirements of the Corporations Act and the ASX Listing Rules. For information concerning thefinancial position and affairs of ART, you should refer to the full range of information that has beendisclosed by ART pursuant to these requirements.In addition, the Corporations Act requires the directors of AMP Henderson, the Responsible Entityof ART, to provide a target’s statement to holders of ART Units in response to this Bidder’sStatement, setting out, certain material information concerning ART.Income supportCertain income support arrangements in relation to ART were disclosed in the ART Prospectus.AMP Henderson, as Responsible Entity of ART, has disclosed in the Centro Bid Target Statementthat at the time of ART’s listing on ASX, AMP Private Investments Pty Limited committed toproviding income support to ART, either by payments to ART under an income support deed or bya reduction in the distributions payable to AMP Private Investments Pty Limited. The Centro BidTarget Statement also disclosed that the income support agreement continues until 30 June 2005.Westfield Trust understands that these arrangements will remain in place after Bidder comes tohold a relevant interest in at least 50.1% of ART Units and/or Westfield Management is appointedthe Responsible Entity of ART.June DistributionOn 5 June 2003, ART provided certain information in relation to the distribution for the six monthsending 30 June 2003 including the following:• Ex-distribution date: 24 June 2003• Record date (books closing date): 30 June 2003• Payment date: 22 August 2003• Forecast distribution:5.6 cents per ART Unit with ASX code ART4.0 cents per ART Unit with ASX code ARTNThe tax deferred component of the distribution will be detailed on the distribution statement.PART B 32 WESTFIELD TRUST

5.9 ACCCWestfield Trust and the ACCC have held discussions concerning Westfield Trust acquiring controlof ART and Westfield Management being appointed as Responsible Entity of ART. WhilstWestfield Trust considers, based on legal advice, that neither of these events would cause acontravention of the Trade Practices Act, Westfield Management has advised the ACCC thatshould it be necessary to overcome any ACCC concerns, it is prepared to give a formalundertaking for the purposes of Section 87B of the Trade Practices Act to the effect that WestfieldManagement would do everything in its power or control to bring about the divestiture of one ofART’s or Westfield Trust’s existing shopping centre interests in each of Adelaide, Perth and Sydney(as determined by Westfield Trust) within the 24 month period commencing from the later of the dateon which Westfield Management becomes the Responsible Entity of ART and the date on whichWestfield Trust comes to have an unconditional relevant interest in at least 50.1% of ART Units.The undertaking would also require that no member of the Westfield Holdings Group will manageshopping centres in the ART portfolio that might be divested.Westfield Management anticipates that the transactions described in section 5.6 relating toColonnades Shopping Centre (located in South Australia) and Westfield Galleria (located in Perth)should meet any divestiture requirements in relation to those cities.The ACCC is continuing its customary market enquiries before determining its final requirements inrelation to the acquisition of ART by Westfield Trust.5.10 Miscellaneous mattersASIC modificationsWestfield Trust has not obtained from ASIC any modifications to, nor exemptions from, theCorporations Act in relation to the Offer. However, ASIC has published various instrumentsproviding modifications and exemptions that apply generally to all persons, including WestfieldTrust, and on which Westfield Trust may rely.Major Unitholders’ announced intention to accept the OfferOn 28 May 2003, AMP Life announced to the market that, subject to reviewing the Bidder’sStatement, and no superior proposals being received, AMP Life’s present intention is to accept theOffer for its ART Units.On 28 May 2003, Centro announced that should the sale contracts referred to in section 5.6 inrelation to Westfield Toombul and Westfield Galleria become unconditional, in the absence of ahigher offer, Centro will accept the Offer once it becomes unconditional.AMP Henderson’s announced intention to recommend the OffersOn 28 May 2003, AMP Henderson, the Responsible Entity of ART, announced that the directors ofAMP Henderson anticipate recommending that Unitholders accept the Offer in the absence of asuperior offer.Status of conditionsAs at the date of this Bidder’s Statement, Westfield Trust is not aware of any events which wouldresult in a breach of any of the conditions set out in section 1.10 of this Bidder’s Statement.Approvals for payment of considerationWestfield Trust is not aware of any Unitholders who require any approval, authority or clearance ofthe type referred to in section 1.9 of this Bidder’s Statement in order to receive any considerationunder the Offer.Date for determining holders of securitiesFor the purposes of section 633 of the Corporations Act, the date for determining the people to whominformation is to be sent under items 6 and 12 of section 633(1) for the Offer is 3 June 2003.WESTFIELD TRUST PART B 33

Other material informationExcept as set out elsewhere in this Bidder’s Statement, there is no other information that is:(a) material to the making of a decision by a Unitholder whether or not to accept an Offer; and(b) known to Westfield Trust,and has not previously been disclosed to Unitholders.5.11 ConsentsThis Bidder’s Statement includes statements which are made in, or based on statements made in,documents lodged with ASIC or given to ASX by ART.Under the terms of ASIC Class Order 01/1543, the parties making those statements are notrequired to consent to, and have not consented to, the statement being included in oraccompanying this Bidder’s Statement in the form and context in which it is included.If you would like to receive a copy of any of these documents or publications free of charge, pleasetelephone Westfield Trust’s Bid Information Line from within Australia 1300 132 211 or from outsideAustralia +61 3 9649 5221. These lines are open Monday to Friday from 8.30 am to 5.00 pm,(Australian Eastern Standard Time).PART B 34 WESTFIELD TRUST

GLOSSARYDefinitionsIn this Bidder’s Statement and the Acceptance Form, the following terms have the following meanings, unless the contextotherwise requires.ACCC means Australian Competition & Consumer Commission.Acceptance Form means the form of acceptance and transfer accompanying this Bidder’s Statement.AMP Henderson means AMP Henderson Global Investors Limited (ACN 001 777 591).AMP Life means AMP Life Limited (ACN 079 300 379).AMP Life Agreement means the agreement described in section 5.5.Announcement means the announcement by Westfield Trust on 20 May 2003 of its intention to make (or procure a controlledentity to make) a takeover offer for all outstanding ART Units at $1.80 per ART Unit.ANZ means Australia and New Zealand Banking Group Limited (ACN 005 357 522).ART means AMP Shopping Centre Trust (ARSN 087 393 397).ART Properties means Warringah Mall Shopping Centre, Pacific Fair Shopping Centre, Knox Shopping Centre, MacquarieShopping Centre, Garden City Shopping Centre, Booragoon, Garden City Shopping Centre, Upper Mt Gravatt, Karrinyup ShoppingCentre, Garden City Shopping Centre, Kotara and Colonnades Shopping Centre.ART Prospectus means the initial public offer prospectus relating to ART dated 12 September 1997.ART Units means fully paid ordinary units in the capital of ART and all Entitlements attaching to them.ASIC means the Australian Securities and Investments Commission.ASX means the Australian Stock Exchange Limited (ACN 008 624 691).ASX Listing Rules means the official listing rules of ASX as amended, varied or waived from time to time.Barclays means Barclays Bank PLC (ARBN 062 449 585).Bidder means Parliv Pty Limited (ACN 056 002 558) in its capacity as trustee of Westfield Subtrust H, a wholly ownedsubsidiary trust of Westfield Trust.Bidder’s Statement means this document, being the statement of Bidder under Part 6.5 Division 2 of the Corporations Actrelating to the Offer.Bidder’s Takeover Transferee Holding means the holding of ART Units on the CHESS subregister of Westfield Trustestablished for the purposes of this Offer.Broker means a member organisation admitted to participate in the clearing house electronic subregister system under Rule2.1.1 of the SCH Business Rules.Business day means a day on which banks are open for general banking business in Sydney (not being a Saturday, Sunday orpublic holiday in that place).Centro means CPT Manager Limited (ACN 054 494 307) as Responsible Entity for Centro Property Trust (ARSN 090 931 123).Centro Bid Target Statement means the target statement dated 22 April 2003 given by AMP Henderson in response to theCentro Offer.Centro Offer means the takeover bid by Centro for ART Units pursuant to a bidder’s statement dated 20 March 2003.CHESS means the Clearing House Electronic Subregister System, which provides for electronic transfer of listed securities inAustralia.CHESS Holding has the meaning given by the SCH Business Rules.Controlling Participant means, in relation to Your ART Units, the Broker or Non Broker Participant that has the capacity in theclearing house electronic sub-register to transfer Your ART Units.Corporations Act means the Corporations Act 2001 (Cth).Co-Owners’ Agreements means the co-owners’ agreements in relation to each of Warringah Mall Shopping Centre, GardenCity Shopping Centre, Upper Mt Gravatt, Garden City Shopping Centre, Booragoon, Macquarie Shopping Centre and PacificFair Shopping Centre.CPT Manager means CPT Manager Limited (ACN 054 494 307).Deutsche Bank means Deutsche Bank AG (ABN 13 064 165 162).Entitlements means all accretions, rights or benefits of whatever kind attaching to or arising from ART Units directly orindirectly after the date of this Bidder’s Statement, including, without limitation, all distributions (including the June Distribution)and all rights to receive them, or to receive or subscribe for units, notes, bonds, options or other securities, declared, paid orissued by ART or by any ART subsidiary trust.Facilities means the proposed facilities to be put in place with each of ANZ, Barclays and Deutsche Bank described in section 5.7.Financier means each of ANZ, Barclays and Deutsche Bank.Foreign Law means a law, however arising or requirement of a regulatory body, of a jurisdiction other than an Australian jurisdiction.Foreign Unitholder means a Unitholder whose address is shown in ART’s register of unitholders as a place outside Australia.Issuer Sponsored Holding means a holding of ART Units on ART’s issuer sponsored subregister.June Distribution means any distribution to Unitholders described in section 5.8.Non Broker Participant means an entity admitted to participate in the clearing house electronic sub-register system underRule 2.3.1, 2.3.2 or 2.4.1 of the SCH Business Rules.Offer means the offer by Bidder under Chapter 6 of the Corporations Act contained in this document (or, if the context so requires,this document itself) and Offers means the offers dispatched or to be dispatched to Unitholders.Offer Contract means a contract that results from the acceptance of an Offer.Offer Period means the period commencing on 10 June 2003 and ending at 7.00 pm Sydney time on 11 July 2003, or suchlater date to which the Offer has been extended during which the Offers will remain open for acceptance.WESTFIELD TRUST PART B 35

GLOSSARY (Continued)Pre-emptive Rights means all rights which any party to a Co-Owners’ Agreement has under that agreement to acquire theinterest (or any part thereof) of any other party to that agreement in the ART Property the subject of that agreement.Replacement Date means the date on which Westfield Management becomes the Responsible Entity of ART (if ever).related bodies corporate has the meaning given in Division 6 of Part 12 of the Corporations Act.Responsible Entity means a person who acts as a responsible entity under Chapter 5C of the Corporations Act.SCH means the Securities Clearing House.SCH Business Rules means the business rules of the Securities Clearing House which govern the administration of theclearing house electronic sub-register system.Shopping Centres means Warringah Mall Shopping Centre, Pacific Fair Shopping Centre, Macquarie Shopping Centre,Garden City Shopping Centre, Upper Mt Gravatt, Garden City Shopping Centre, Booragoon, Knox Shopping Centre.Takeovers Panel means the body so entitled established under Part 10 of the Australian Securities and Investments CommissionAct 2001 (Cth) and having the review and intervention functions and powers conferred on it by the Corporations Act.Trade Practices Act means the Trade Practices Act 1974 (Cth).Unitholder means a registered holder of an ART Unit.Westfield Holdings means Westfield Holdings Limited (ACN 001 671 496).Westfield Holdings Group means Westfield Holdings and its related bodies corporate (as that term is used in the Corporations Act).Westfield Management means Westfield Management Limited (ACN 001 670 579).Westfield Trust means Westfield Management as Responsible Entity of Westfield Trust (ARSN 090 849 746) and, where thecontext requires or permits, includes Bidder and, where the context is appropriate, means Westfield Trust (ARSN 090 849 746).Your ART Units means the ART Units in respect of which you are able to give good title at 9.00 am (Sydney time) on the dateof the Offer or subsequently during the Offer Period and, where applicable, the number of such ART Units specified in theAcceptance Form relating to the Offer.InterpretationIn the Offer, this document and the Acceptance Form, the following principles of interpretation apply unless the contextotherwise requires:(a) words and phrases not specifically defined in this Offer have the same meaning that is given to them in the CorporationsAct (if any) and a reference to a statutory provision is to the Corporations Act unless otherwise specified;(b) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or anylegislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;(c) the singular includes the plural and vice versa;(d) a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, stateor government, and vice versa;(e) a reference to any gender includes both genders;(f) a reference to a section or paragraph is to a section or paragraph of this document, unless the context otherwise requires;(g) where an expression is defined, another part of speech or grammatical form of that expression has a correspondingmeaning;(h) a reference to “dollars” or “$” is to Australian currency unless otherwise stated;(i) a reference to a time is a reference to Sydney time;(j) a reference to a period of time (including without limitation a year, a quarter, a month or a day) is to a calendar period;(k) a statement made in this document is made as at the date of this document, unless the context otherwise requires;(l) in this document, headings are for ease of reference only and do not affect its interpretation;(m) a reference to writing includes facsimile transmissions;(n) a reference to a condition of this Offer being fulfilled is to it being fulfilled as a matter of fact or the Offer becoming free ofthe condition;(o) a term referred to in this Offer that relates to CHESS and is not specifically defined in this Offer, has the meaning given to itin the Corporations Act or the SCH Business Rules (if any) as the context requires; and(p) a reference to you is to a person to whom the Offer is made under this Bidder’s Statement.Governing lawThis document is governed by the law of New South Wales.Approval of Bidder’s StatementThe copy of this Bidder’s Statement that is to be lodged with ASIC has been approved by a resolution passedby the directors of Bidder on 30 May 2003.PART B 36 WESTFIELD TRUST