Common use of CONSERVATION OF WATER Clause in Contracts

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX ________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _______________________________________________________ Address Public Servant _______________________________________________________ Occupation ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ______________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Morley Shopping Centre. 1. The freehold land at Xxxxxx Morley is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Xxxx Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Morley Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Morley Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx Morley freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer Xxxx will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer Xxxx is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Morley Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint1a. Compilation table Xxxxxx Morley Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) 1a On the date as at which this compilation was prepared, provisions referred to in the following table had not come into operation and were therefore not included in this compilation. For the text of the provisions see the endnotes referred to in the table. Provisions that have not come into operation Land Information Authority Xxx 0000 s. 146 4 60 of 2006 16 Nov 2006 1 Jan 2007 To be proclaimed (see s. 2(1)) and Gazette 8 Dec 2006 p. 53692 Under the Land Administration Act 1997 s. 281(3) Standardisation of Formatting a reference in a written law to the Land Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx Morley is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Xxxx Limited (“Coles MyerXxxx”) and Myer Xxxx Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles MyerXxxx. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx Morley City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to CML. (b) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer Xxxx will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer Xxxx is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles MyerXxxx/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles MyerXxxx/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Xxxx Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following tabletable 1a. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 Act 1992 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 Act 1995 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 Act 1996 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 Act 2006 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) 1a On the date as at which this compilation was prepared, provisions referred to in the following table had not come into operation and were therefore not included in this compilation. For the text of the provisions see the endnotes referred to in the table. Provisions that have not come into operation Standardisation of Formatting Xxx 0000 Act 2010 s. 4 6 19 of 2010 28 Jun 2010 11 To be proclaimed11 Sep 2010 (see s. 2(b))) and Gazette 10 Sep 2010 p. 4341)) 2 Under the Land Administration Act 1997 s. 281(3) a reference in a written law to the Land Act 1933 is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Act 1997.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx Morley is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to CML. (b) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer Xxxx will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer Xxxx is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles MyerXxxx/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles MyerXxxx/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Xxxx Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) 2 Under the Land Information Authority Administration Act 1997 s. 281(3) a reference in a written law to the Land Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) 2 Under the Land Information Authority Administration Act 1997 s. 281(3) a reference in a written law to the Land Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre.. SCHEDULE 7 COLONIAL MUTUAL/COLES XXXX GROUP PROPOSED REDEVELOPMENT AT XXXXXX CITY SHOPPING CENTRE SCHEDULE SHOWING CALCULATIONS AND ASSUMPTIONS IN ESTIMATE OF STAMP DUTY Notes 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Document/ Transfer Parties Consideration/ Purchase Price (If applicable) Item for Calculation of Duty Duty Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX ________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _______________________________________________________ Address Public Servant _______________________________________________________ Occupation ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ______________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This 1This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Short title Number and year Assent Commencement Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)) Reprint 2: The Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 12 Sep 2014 (includes amendments listed above) 2Under the Land Administration Act 1997 s. 281(3) a reference in a written law to the Land Xxx 0000 is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx Morley is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Xxxx Limited (“Coles MyerXxxx”) and Myer Xxxx Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles MyerXxxx. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx Morley City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to CML. (b) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer Xxxx will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer Xxxx is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles MyerXxxx/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles MyerXxxx/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Xxxx Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 Act 1992 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 Act 1995 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 Act 1996 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 Act 2006 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting Xxx 0000 Act 2010 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)) 2 Under the Land Administration Act 1997 s. 281(3) a reference in a written law to the Land Act 1933 is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Act 1997.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint1a. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) 1a On the date as at which this compilation was prepared, provisions referred to in the following table had not come into operation and were therefore not included in this compilation. For the text of the provisions see the endnotes referred to in the table. Provisions that have not come into operation Land Information Authority Xxx 0000 s. 146 4 60 of 2006 16 Nov 2006 1 To be proclaimed1 Jan 2007 (see s. 2(1))) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting 2 Under the Land Administration Act 1997 s. 281(3) a reference in a written law to the Land Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to CML. (b) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer Xxxx will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer Xxxx is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles MyerXxxx/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles MyerXxxx/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Xxxx Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following tabletable 1a. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) 1a On the date as at which this compilation was prepared, provisions referred to in the following table had not come into operation and were therefore not included in this compilation. For the text of the provisions see the endnotes referred to in the table. Provisions that have not come into operation Standardisation of Formatting Xxx 0000 s. 4 6 19 of 2010 28 Jun 2010 11 Sep 2010 To be proclaimed (see s. 2(b)) and Gazette 10 Sep 2010 p. 4341)2 Under the Land Administration Act 1997 s. 281(3) a reference in a written law to the Land Xxx 0000 is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre.. SCHEDULE 7 COLONIAL MUTUAL/COLES XXXX GROUP PROPOSED REDEVELOPMENT AT XXXXXX CITY SHOPPING CENTRE SCHEDULE SHOWING CALCULATIONS AND ASSUMPTIONS IN ESTIMATE OF STAMP DUTY Notes 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Document/ Transfer Parties Consideration/ Purchase Price (If applicable) Item for Calculation of Duty Duty Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ______________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)XXXXXXXX

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Xxxx Limited (“Coles MyerXxxx”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to CML. (b) Coles Myer Xxxx to transfer a half share of the Coles Myer Xxxx land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer Xxxx will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer Xxxx is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles MyerXxxx/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles MyerXxxx/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Xxxx Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX _________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _________________________________________________________ Address Public Servant _________________________________________________________ Occupation ) ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ))))))) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 Shopping Centre Redevelopment Agreement Act 1992 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint1a. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365); balance: 11 Dec 1992 (see s. 2(1)) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) 1a On the date as at which this compilation was prepared, provisions referred to in the following table had not come into operation and were therefore not included in this compilation. For the text of the provisions see the endnotes referred to in the table. Provisions that have not come into operation Land Information Authority Xxx 0000 s. 146 4 60 of 2006 16 Nov 2006 1 Jan 2007 To be proclaimed (see s. 2(1)) and Gazette 8 Dec 2006 p. 53692 Under the Land Administration Act 1997 s. 281(3) Standardisation of Formatting a reference in a written law to the Land Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)is, unless the contrary intention appears, to be considered as if that reference were a reference to the Land Administration Xxx 0000.

CONSERVATION OF WATER. The Joint Venturers will, insofar as it is reasonable, economical and practicable to do so, implement measures for the conservation of water within the Xxxxxx Shopping Centre. 1. The freehold land at Xxxxxx is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”). 2. MPWA is a member of the Coles Xxxx Group and a subsidiary of Coles Myer. 3. The Coles Xxxx Group will be undertaking the redevelopment of the Xxxxxx Shopping Centre in joint venture with CML through its subsidiary Xxxxxx Shopping Centre Pty Ltd (“MSC”). 4. For the purposes of the Xxxxxx City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Xxxx Group company, and CML (the “Joint Venture”). 5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place. (a) Coles Myer to transfer a half share of the Coles Myer land to CML. (b) Coles Myer to transfer a half share of the Coles Myer land to MSC. (c) MPWA to transfer a half share of the MPWA land to CML. (d) MPWA to transfer a half share of the MPWA land to MSC. (e) CML to transfer a half share in the CML land to MSC. 6. On completion of the land transfers referred to in note 5, CML and MSC will own the Xxxxxx freehold land in equal undivided half shares each. 7. The Government has agreed to the following. (a) The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard. (b) The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Xxxxxxx Street Reserve”). Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Xxxxxxx Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act. 8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7. 9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee. 10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty. 11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below. 12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act. Contract of Sale/Transfer Coles Myer/CML $4,059,174.00 4 $168,041.00 Contract of Sale/Transfer Coles Myer/MSC $4,059,174.00 4 $172,516.00 Contract of Sale/Transfer MPWA/CML $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer MPWA/MSC $2,584,376.00 4 $109,837.00 Contract of Sale/Transfer CML/MSC $20,643,550.00 4 $877,353.00 Agreement State of Western Australia, CML, MSC Deed 8 $5.00 Joint Venture Agreement MSC, CML, Coles Myer Deed 8 $5.00 $1,437,594.00 EXECUTED by the parties. Signed for and behalf of The State of Western Australia by THE HONOURABLE XXXXXX XXXX XXXXXXXX MLA Premier in the presence of X. X. XXXXXXXXXXX ________________________________________________________ Witness 000 Xx. Xxxxxx’s Tce., Perth _______________________________________________________ Address Public Servant _______________________________________________________ Occupation ) ) ) ) XXXXXX XXXXXXXX THE COMMON SEAL of XXXXXX SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: X. X. XXXXXX ________________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) X. X. XXXXX _______________________________________________ Director/Secretary _______________________________________________ Name (please print) THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. XXXX ______________________________________________________ Director ________________________________________________________ Name (please print) ) ) ) ) ) X. X. XXXXX ____________________________________________ Director/Secretary ______________________________________________ Name (please print) Notes 1 This reprint is a compilation as at 12 September 2014 of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint. Compilation table Xxxxxx Shopping Centre Redevelopment Agreement Xxx 0000 61 of 1992 11 Dec 1992 Act other than s. 5 and 6: 11 Dec 1992 (see s. 2(1)); s. 5 and 6: 13 Aug 1993 (see s. 2(2) and Gazette 13 Aug 1993 p. 4365) Water Agencies Restructure (Transitional and Consequential Provisions) Xxx 0000 s. 188 73 of 1995 27 Dec 1995 1 Jan 1996 (see s. 2(2) and Gazette 29 Dec 1995 p. 6291) Local Government (Consequential Amendments) Xxx 0000 s. 4 14 of 1996 28 Jun 1996 1 Jul 1996 (see s. 2) Reprint of the Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxx Xxx 0000 as at 9 Nov 2001 (includes amendments listed above) Land Information Authority Xxx 0000 s. 146 60 of 2006 16 Nov 2006 1 Jan 2007 (see s. 2(1) and Gazette 8 Dec 2006 p. 5369) Standardisation of Formatting Xxx 0000 s. 4 19 of 2010 28 Jun 2010 11 Sep 2010 (see s. 2(b) and Gazette 10 Sep 2010 p. 4341)