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Responsible Entity: Commonwealth Managed Investments Limited ABN 33 084 098 180 AFSL 235384 Registered Address: Ground Floor, Tower 1 201 Sussex Street Sydney NSW 2000 Principal Office of the Manager: Level 7 52 Martin Place GPO Box 3892 Sydney NSW 2001 Australia Telephone: 02 9303 3500 Facsimile: 02 9303 3622

Colonial First State Property Retail Pty Limited ABN 19 101 384 294

Manager of CFS Retail Property Trust

4 July 2011

CFS RETAIL PROPERTY TRUST (CFX) Cleansing Notice for issue of Convertible Notes Attached is the cleansing notice for the purposes of Australian Securities and Investments Commission Class Order [CO 10/322] in connection with the offer of convertible notes due July 2016 which was announced to the Australian Securities Exchange by Commonwealth Managed Investments Limited, in its capacity as responsible entity of CFS Retail Property Trust, on Wednesday 22 June 2011 (Offer). Settlement of the Offer is expected to occur today.

ENDS

For further information please contact:

Michael Gorman Darren Steinberg Fund Manager Managing Director, Property CFS Retail Property Trust Colonial First State Global Asset Management Phone: +612 9303 3448 or +61 410 401 178 Phone: +612 9303 2328 or +61 417 262 980 Email: mgorman@colonialfirststate.com.au Email: dsteinberg@colonialfirststate.com.au Investor contact: Media contact: David Yates Malvina Zayats Head of Investor Relations Communications Manager Colonial First State Global Asset Management Colonial First State Global Asset Management Phone: +612 9303 3516 or +61 418 861 047 Phone: +612 9303 6746 or +61 416 229 056 Email: dyates@colonialfirststate.com.au Email: mzayats@colonialfirststate.com.au About CFS Retail Property Trust CFS Retail Property Trust (CFX or the ‘Trust’) is a retail sector-specific Australian Real Estate Investment Trust (A-REIT) which invests in high quality retail assets including regional and sub-regional shopping centres and retail outlet centres across Australia. Its stock market trading code is CFX. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S. OR TO U.S. PERSONS F

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Commonwealth Managed Investments Limited ABN 33 084 098 180 AFSL 235 384 (incorporated with limited liability in Australia under the Corporations Act 2001 (Cth)) in its capacity as the Responsible Entity of

CFS Retail Property Trust ARSN 090 150 280 A$300,000,000 5.75% Convertible Notes Due 2016 Convertible into ordinary units of CFS Retail Property Trust Issue Price: 100% The 5.75% Convertible Notes due 2016 in the aggregate principal amount of A$300,000,000 (the “Notes”) will be issued by Commonwealth Managed Investments Limited (the “Issuer”) in its capacity as the responsible entity of CFS Retail Property Trust (“CFX”). The holder of each Note has the right to convert such Note into ordinary units of CFX (“CFX Units”) at any time during the Conversion Period, as defined in the “Terms and Conditions of the Notes” (the “Conditions”). The CFX Units are currently quoted for trading on the Australian Securities Exchange operated by ASX Limited (“ASX”). The number of CFX Units to be delivered upon conversion shall, in respect of each Note, be determined by dividing the principal amount of the Note by the Conversion Price in effect on the Conversion Date. The Conversion Period is the period beginning on and including 14 August 2011 and ending on and including the earlier to occur of: (i) the close of business on 23 June 2016; and (ii) if the Notes shall have been called for redemption before the Final Maturity Date, the close of business on the day which is no later than seven business days before the date fixed for redemption. See “Terms and Conditions of the Notes – Conversion”.

Notwithstanding the conversion right of each Noteholder in respect of each Note, at any time when the delivery of CFX Units deliverable upon conversion of the Notes is required to satisfy the conversion right in respect of a conversion notice, the Issuer shall have the option to pay to the relevant Noteholder an amount of cash in Australian dollars equal to the Cash Settlement Amount (as defined in the Conditions) in order to satisfy such conversion right in full or in part (in which case the other part shall be satisfied by the delivery of CFX Units).

The Conversion Price is A$2.40, subject to adjustment in accordance with the Conditions. The closing price of the CFX Units on ASX on 21 June 2011 was A$1.88.

Unless previously redeemed, converted, or purchased and cancelled, the Notes will be redeemed on 4 July 2016 (the “Final Maturity Date”) at their principal amount together with accrued but unpaid interest thereon (the “Final Maturity Amount”). All or some of the Notes may be redeemed at the option of the relevant holder on 4 July 2014 at their principal amount together with accrued but unpaid interest up to the date fixed for redemption. The Issuer may redeem all but not some only of the Notes at their principal amount together with accrued but unpaid interest up to the date fixed for redemption if: (i) at any time on or after 18 July 2014, the closing price of the CFX Units, as published by or derived from the Relevant Stock Exchange (as defined in the Conditions), for any 20 Trading Days out of 30 consecutive Trading Days, the last of which falls not earlier than 14 days prior to the date upon which notice of such redemption is published, was at least 130% of the Conversion Price in effect on such dealing day; or (ii) at any time, at least 90% in principal amount of the Notes originally issued has already been converted, redeemed or purchased and cancelled. The Issuer may also redeem the Notes in whole, but not in part, at any time at their principal amount together with accrued but unpaid interest in the event that the Issuer has or will become obliged to pay Additional Tax Amounts (as defined in the Conditions) as a result of any change in, or amendment to, the laws or regulations of Australia or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 21 June 2011 and such obligation cannot be avoided by the Issuer taking reasonable measures available to it, subject to the non-redemption option of each Noteholder after the exercise by the Issuer of its tax redemption option as described herein. Noteholders will have the right to require the Issuer to redeem the Notes at their principal amount together with accrued but unpaid interest up to the date fixed for redemption in the event that the CFX Units cease to be listed or admitted to trading on the Relevant Stock Exchange or are suspended for trading for a period of 30 consecutive Trading Days or when there is a Change of Control Event (as defined in the Conditions). See “Terms and Conditions of the Notes – Redemption, Purchase and Cancellation”.

See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes, beginning on page 18 of this Cleansing Notice.

The distribution of this Cleansing Notice and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Cleansing Notice comes are required by the Issuer, and Deutsche Bank AG Sydney Branch (ABN 13 064 165 162) and J.P. Morgan Securities Limited (together, the “Joint Lead Managers”) to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Cleansing Notice and other offering material relating to the Notes, see “Subscription and Sale”.

The Notes and the CFX Units to be issued upon conversion of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and are being offered outside the United States in reliance on Regulation S under the Securities Act.

Approval in-principle has been received for the listing of the Notes on the Singapore Exchange Securities Trading Limited (“SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer or the Notes.

The Notes will be in registered form and in denominations of A$100,000 and integral multiples of A$1,000 in excess thereof. The Notes will be represented by beneficial interests in a permanent global certificate (the “Global Certificate”) in registered form, without interest coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about 4 July 2011 (the “Closing Date”) with a common depositary for, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, sociètè´ anonyme (“Clearstream”). Information on this page is qualified in its entirety by the section entitled “Terms and Conditions of the Notes” and the other sections of this Cleansing Notice. Words and expressions defined elsewhere in this Cleansing Notice have the same meanings on this page.

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IMPORTANT NOTICE

About this document

This Cleansing Notice relates to the offer by Commonwealth Managed Investments Limited as responsible entity of CFS Retail Property Trust ("CFX" or the "Issuer") of U.S.$300,000,000 5.75% Convertible Notes due 2016 (the "Notes") convertible into ordinary units of the Issuer ("CFX Units"), to selected investors who meet the requirements in respect of Australia as specified in the Subscription and Sale section of this Cleansing Notice.

This Cleansing Notice is being given to the Australian Securities Exchange ("ASX") in accordance with requirements of Australian Securities and Investments Commission ("ASIC") Class Order [CO 10/322] On-sale for convertible notes issued to wholesale investors, which has been made under section 1020F(1) of the Corporations Act 2001 (Cth) ("Corporations Act"). Class Order [CO 10/322] provides relief so that quoted securities issued on the conversion of convertible bonds may be on-sold to retail investors if a cleansing notice containing information required to be included in a Product Disclosure Statement for continuously quoted securities is released in connection with the issue of the convertible bonds to institutional investors. Any offering of Notes within Australia is open only to selected investors who are wholesale clients as defined in section 761G of the Corporations Act.

Neither this Cleansing Notice nor any other disclosure document in relation to the Notes or CFX Units has been lodged with ASIC and is not, and does not purport to be, a document containing disclosure to investors for the purposes of Part 6D.2 or Part 7.9 of the Corporations Act. It is not intended to be used in connection with any offer for which such disclosure is required and does not contain all the information that would be required by those provisions if they applied. It is not to be provided to any "retail client" as defined in section 761G of the Corporations Act. The Issuer is not licensed to provide financial product advice in respect of the Notes or the CFX Units and the giving of this Cleansing Notice does not constitute financial product advice. No cooling-off rights apply to the acquisition of the Notes or CFX Units issued on conversion of the Notes.

None of ASIC, the ASX nor their respective officers take any responsibility for the contents of this Cleansing Notice or the merits of the investment to which this Cleansing Notice relates. The fact that ASX has quoted the Company’s CFX Units and may quote the CFX Units into which the Notes are converted is not to be taken in any way as an indication of the merits of the CFX Units, the Notes or the Issuer.

This Cleansing Notice should be read in its entirety. It contains general information only and does not take into account your specific objectives, financial situation, risk tolerance or needs. In the case of any doubt, you should seek the advice of a stock broker or other professional advisor.

None of the Issuer, any subsidiary of CFX (the Issuer and any CFX subsidiaries as a whole, the "Group"), or their respective associates or directors guarantees the success of the offering of the Notes, the repayment of capital or any particular rate of capital or income return. Investment-type products are subject to investment risk, including possible loss of income and capital invested.

Neither the delivery of this Cleansing Notice nor the offering, sale or delivery of any Note shall in any circumstances create any implications that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Group since the date of this Cleansing Notice.

In this Cleansing Notice, unless otherwise specified, references to “A$”, “AUD”, “Australian dollars” or “A$ cents” are to the lawful currency of Australia, references to “U.S.$” and “US dollars” are to the lawful currency of the United States, references to “S$” and “Singapore dollars” are to the lawful currency of

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Singapore, references to “State” are to a state or territory of Australia and references to “New South Wales” are to the State of New South Wales, Australia.

No representations or recommendations

No person has been authorised to give any information or make any representation other than those contained in this Cleansing Notice in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer and the Group or Deutsche Bank AG, Sydney Branch and J.P. Morgan Securities Limited (the “Joint Lead Managers”). The Issuer has not authorised the making or provision of any representation or information regarding the Group, the Notes or the CFX Units other than as expressly contained in this Cleansing Notice.

This Cleansing Notice is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Joint Lead Managers, the Trustee (defined below) or the Agents (defined below) or any of their respective affiliates, officers, directors and representatives that any recipient of this Cleansing Notice should purchase any of the Notes. Each investor contemplating purchasing the Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of, the creditworthiness of the Issuer.

Advisers named in this Cleansing Notice and the Joint Lead Managers have acted pursuant to the terms of their respective engagements, have not authorised or caused the issue of, and take no responsibility for, this Cleansing Notice and do not make, and should not be taken to have verified, any statement or information in this Cleansing Notice unless expressly stated otherwise. The Joint Lead Managers and their respective affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding this Cleansing Notice or in relation to the offer of the Notes and exclude and disclaim all liability for any expense, losses, damages or costs that may be incurred as a result of the information in the Cleansing Notice being inaccurate or incomplete in any way for any reason.

No offer

This Cleansing Notice does not constitute an offer or invitation to subscribe for or purchase any Notes and is not intended to be used in connection with any such offer or invitation.

Restrictions in certain jurisdictions

This Cleansing Notice does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

The distribution of this Cleansing Notice and the offering, sale and delivery of Notes and the CFX Units to be issued on conversion of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Cleansing Notice comes are required to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Cleansing Notice and other offering material relating to the Notes, see “Subscription and Sale”.

The Notes and the CFX Units have not been and will not be registered under the United States Securities Act of 1933 (“Securities Act”). The Notes and the CFX Units may not be offered or sold in the United States or to or for the account or benefit of a U.S. Person (as defined in Regulation S under the Securities Act (“Regulation S”)), except in a transaction not subject to the registration requirements of the Securities Act. The Notes have not been, and will not be, offered or sold within the United States except in accordance with Rule 903 of Regulation S.

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Certain figures included in this Cleansing Notice have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

Global Note

The Notes will be issued in registered form and represented by a registered global certificate (the “Global Certificate”). The Global Certificate will be deposited on around 4 July 2011 (the “Closing Date”) with a common depository, and registered in the name of a common nominee, for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, sociètè´ anonyme (“Clearstream”). The Global Certificate will be exchangeable, in whole or in part, for individual definitive Certificates in registered form serially numbered in denominations of U.S.$100,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000 in certain limited circumstances only as described therein and herein.

Further information on CFX

CFX is a disclosing entity for the purposes of the Corporations Act and is subject to regular reporting and disclosing obligations under the Corporations Act and the Listing Rules of the ASX. Copies of documents regarding CFX lodged with ASIC or the ASX respectively may be obtained from, or inspected at, any ASIC office or the ASX respectively.

In addition, you have the right to obtain a copy of the following documents:

• the annual report of CFX for the year ended 30 June 2010;

• the half year report of CFX for the 6 months ended 31 December 2010; and

• any continuous disclosure notices given by CFX after lodgement of the annual report for the year ended 30 June 2010 and before the date of lodgement of this Cleansing Notice.

These documents may be obtained, free of charge, for the period up to and including 4 July 2011 by contacting the Company Secretary of CFX at the principal place of business of CFX at Level 7, 52 Martin Place, GPO Box 3892, Sydney NSW 2001, telephone +61 2 9303 3500. These documents, and all other regular reporting and disclosure documents of CFX, are also available electronically on the website of ASX at www.asx.com.au.

Risk Factors

Prospective purchasers of Notes should carefully consider the risks and uncertainties described or referred to in this Cleansing Notice. An investment in the Notes should be considered speculative due to various factors, including the nature of the Issuer’s business.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Cleansing Notice contains certain forward-looking statements. All statements other than statements of historical facts included in this Cleansing Notice, including, but without limitation, those regarding the Group’s financial position, prospects, business strategy and the plans and objectives of the Group’s management for its future operations (including development plans and objectives relating to the Group’s operations), are forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “potential” and “possible” and similar expressions are intended to identify a number of these forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Group or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this document under the heading “Risk Factors”.

CFX’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and, except as required by law, the Issuer does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

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TABLE OF CONTENTS

Page

SUMMARY ....................................................................................................................................................... 7

SELECTED FINANCIAL INFORMATION ..................................................................................................... 9

SUMMARY OF THE OFFERING .................................................................................................................. 12

RISK FACTORS .............................................................................................................................................. 18

TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 22

SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .................................... 58

USE OF PROCEEDS ....................................................................................................................................... 61

CAPITALISATION OF CFX ........................................................................................................................... 62

MARKET PRICE INFORMATION ................................................................................................................ 63

DESCRIPTION OF THE ISSUER................................................................................................................... 64

DESCRIPTION OF THE CFX UNITS ............................................................................................................ 82

FEES AND OTHER COSTS ........................................................................................................................... 84

TAXATION ...................................................................................................................................................... 86

SUBSCRIPTION AND SALE ......................................................................................................................... 91

GENERAL INFORMATION ........................................................................................................................... 97

GLOSSARY ....................................................................................................................................................100

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SUMMARY

The summary below is intended only to provide a limited overview of information described in more detail elsewhere in this Cleansing Notice. As it is a summary, it does not contain all the information that may be important to investors. Terms defined elsewhere in this Cleansing Notice shall have the same meanings when used in this summary.

Prospective investors should therefore read this Cleansing Notice in its entirety.

CFS Retail Property Trust (“CFX”) is an externally managed sector-specific property trust which listed on the ASX on 7 April 1994, under the name Gandel Retail Trust (ASX: GAN). At inception, the value of CFX’s property portfolio was A$647 million across six shopping centres. CFX invests exclusively in the Australian retail property market, and its portfolio has expanded to encompass interests in 29 retail assets with an estimated book value of A$8.4 billion as at 30 June 2011. CFX is included in the S&P/ASX 50 Index and had a market capitalisation of A$5.3 billion as at 21 June 2011.

CFX is registered with ASIC as a managed investment scheme under Chapter 5C of the Corporations Act. The responsible entity of CFX is Commonwealth Managed Investments Limited (“CMIL”), a wholly owned subsidiary of the Commonwealth Bank of Australia (ASX: CBA). The responsible entity has appointed Colonial First State Property Retail Pty Limited to manage the trust (the “Trust Manager”), and the Trust Manager has appointed Colonial First State Property Management Pty Limited (the “Property Manager”) to manage the portfolio and associated developments. In 2006, the Trust Manager and the Property Manager became wholly owned subsidiaries of the Commonwealth Bank of Australia when it acquired its joint venture party’s interests in these entities.

The Trust Manager and the Property Manager aim to maximise returns for Unitholders using their combined skills in funds management, property management and development management via strategic acquisitions, redevelopment of existing properties and active management of the retail property portfolio.

In September 2010, the Trust Manager announced the acquisition of interests in four DFO retail outlet centres and two adjoining Homemaker Hub bulky goods complexes. The acquisition comprised DFO Homebush in New South Wales; and DFO Essendon and Homemaker Hub, DFO Moorabbin and a 50% interest in DFO South Wharf and Homemaker Hub in Victoria for a total purchase price of A$498.0 million (excluding transaction costs). The acquisition was funded via a fully underwritten A$540.0 million institutional placement and a Unit Purchase Plan which raised a further $9.7 million.

CFX’s solid track record in the redevelopment of its shopping centres has been a feature of its continued success. As at 31 March 2011, CFX’s development pipeline was estimated at A$1.2 billion. The Property Manager’s skills and experience in managing complex large-scale development projects was a key determining factor in its winning bid to acquire Myer Melbourne, a landmark retail asset fronting Bourke and Lonsdale Streets in Melbourne’s central business district.

A consortium comprising CFX, GIC Real Estate Pte Limited (“GIC Real Estate”) and the Myer Family Company Pty Limited (“Myer Family Company”) entered into an unconditional contract in July 2007 to acquire Myer Melbourne. An extensive redevelopment of the asset is underway. The Property Manager has been appointed by the joint owners to undertake the property management and development management for the centre.

Following settlement of the Myer Melbourne acquisition on 10 August 2007, CFX, GIC Real Estate and Myer Family Company own the Bourke Street site in equal shares and CFX and GIC Real Estate own the Lonsdale Street site in equal shares. CFX’s total initial outlay was approximately A$280 million and its share of the

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redevelopment is expected to be approximately A$405 million. The proceeds of the A$300 million issue of the Notes will be used by CFX to refinance some of the existing $595 million of Convertible Notes used for part of its share of the acquisition and development of Myer Melbourne.

The first stage of the project, the Myer Melbourne Bourke Street component reached practical completion in November 2010, after which time Myer gained full possession of the store to complete its fit-out. Seven floors of the new Myer department store were open for the 2010 Christmas trading period and the entire building was fully open and trading from the end of January 2011.

Work continues on the second stage of the project, Emporium Melbourne on Lonsdale Street, with a preferred contractor appointed and the main construction works expected to commence mid 2011.

Leasing discussions with key international retailers have commenced and there is strong interest registered to date. Detailed leasing negotiations with the specialty retailers will commence over the 2011 calendar year, with the Emporium Melbourne on Lonsdale Street expected to be open and trading in 2013.

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SELECTED FINANCIAL INFORMATION

As the CFX Units are listed on the ASX, the Issuer prepares:

• annual consolidated financial statements; and

• semi-annual consolidated financial statements.

The summary financial information as at and for the years ended 30 June 2009 and 2010 and the half-years ended 31 December 2009 and 2010 set out below has been extracted without material modification from, should be read in conjunction with, and is qualified in its entirety by reference to, the audited consolidated financial statements of CFX as at and for the years ended 30 June 2009 and 2010 and the reviewed but unaudited consolidated financial statements of CFX as at and for the half-year ended 31 December 2009 and 2010, in each case including the notes thereto, which are incorporated by reference in this Cleansing Notice. The summary financial information presented below has been prepared in accordance with AIFRS. Other information including a reconciliation of profit/(loss) to distributions paid and payable is also provided.

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12 months to 12 months to 6 months to 6 months toAll figures in A$'000 unless otherwise indicated 30-Jun-10 30-Jun-09 31-Dec-10 31-Dec-09

Consolidated statement of comprehensive income dataRental and other property income 611,150 545,989 334,672 298,205 Interest income 603 907 742 241 Dividend income 1,554 628 194 - Alignment fee income 9,603 12,592 4,140 4,846

Share of net profit from associate before fair value adjustments 3,722 3,750 1,614 1,555 Share of associate’s loss from fair value adjustments ( 1,287) ( 11,807) ( 940) ( 737)Share of net profit/(loss) accounted for using the equity method 2,435 ( 8,057) 674 818

Net interest income on interest rate swaps - - ( 6,549) - Other fair value adjustments to derivatives - - 26,846 - Net gain on derivatives - - 20,297 -

Fair value adjustments to investment properties 50,515 - 159,579 - Total revenue and other income 675,860 552,059 520,298 304,110

Net interest expense on derivatives 21,451 3,195 - 13,103 Other fair value adjustments to derivatives 23,172 84,810 - ( 12,714)Net loss on derivatives 44,623 88,005 - 389

Fair value adjustments to investment properties - 536,820 - 66,858 Rates, taxes and other outgoings 153,981 137,765 85,133 72,825 Repairs and maintenance 10,846 10,218 5,083 4,460 Bad and doubtful debts expense ( 193) 208 1,583 133 Borrowing costs 107,302 93,459 61,456 43,487 Responsible Entity’s base fee 34,045 33,368 17,773 16,951 Responsible Entity’s performance fee 7,148 16,334 1,054 4,648 Auditor’s remuneration 380 388 244 150 Other expenses 2,700 2,375 1,467 1,248 Total expenses 360,832 918,940 173,793 211,149

Profit/(Loss) for the period 315,028 ( 366,881) 346,505 92,961

Basic earnings per unit (cents) 12.65 ( 15.27) 12.98 3.75 Diluted earnings per unit (cents) 12.40 ( 13.06) 12.29 3.85

Reconciliation of profit/(loss) to distributions paid and payableProfit/(Loss) 315,028 ( 366,881) 346,505 92,961 Transfers (to)/from undistributed reserves:Straight-lining revenue ( 6,888) 1,312 ( 1,244) ( 5,705)Fair value adjustments from investment properties and associate ( 49,228) 548,627 ( 158,639) 67,595 Other fair value adjustments to derivatives 23,172 84,810 ( 26,846) ( 12,714)Movement in fair value of unrealised performance fees ( 2,167) 7,169 ( 3,778) - Non-cash convertible notes interest expense 10,551 9,836 5,564 5,182 Amortisation of project items 14,582 9,123 9,585 6,277 Adjustment for other items 7,115 3,839 ( 2,542) 393 Distributable income 312,165 297,835 168,605 153,989

Add transfers from undistributed reserves - 9,165 9,410 - Distributions paid and payable 312,165 307,000 178,015 153,989

Distributions paid to unitholders for the period (cents) 12.5 12.5 6.3 6.2

Consolidated for

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All figures in A$'000 unless otherwise indicated 31-Dec-10 30-Jun-10 31-Dec-09 30-Jun-09

Consolidated statement of financial position dataCurrent assets

Cash and cash equivalents 4,040 2,247 8,715 4,259 Receivables 53,786 79,586 67,490 55,700 Investment property held for sale 2,050 21,185 - - Derivative financial instruments 16,507 37,736 31,321 60,170 Other assets 6,161 4,498 12,659 4,065

Total current assets 82,544 145,252 120,185 124,194

Non-current assetsInvestment properties 8,257,669 7,515,049 7,349,112 7,156,232 Property, plant and equipmentInvestment in associate 39,390 40,331 40,880 41,387

Total non-current assets 8,297,059 7,555,380 7,389,992 7,197,619 Total assets 8,379,603 7,700,632 7,510,177 7,321,813

Current liabilitiesPayables 109,302 118,223 123,369 109,394 Distribution payable 178,015 158,176 153,989 155,292 Responsible Entity's base fees payable 17,773 17,095 16,946 16,190 Responsible Entity's performance fees payable 4,832 4,667 9,114 4,466 Fair value of Responsible Entity's performance fee liability 4,670 4,523 4,352 4,307 Interest bearing liabilities 505,014 740,455 361,936 367,972 Derivative financial instruments 67,456 67,326 48,972 68,454

Total current liabilities 887,062 1,110,465 718,678 726,075

Non-current liabilitiesInterest bearing liabilities 1,663,077 1,502,441 1,815,844 1,589,536 Fair value of Responsible Entity's performance fee liability 22,722 26,647 28,985 29,030

Total non-current liabilities 1,685,799 1,529,088 1,844,829 1,618,566 Total liabilities 2,572,861 2,639,553 2,563,507 2,344,641 Net assets 5,806,742 5,061,079 4,946,670 4,977,172

EquityContributed equity 3,787,801 3,210,628 3,160,110 3,129,584 Reserves 2,018,941 1,850,451 1,786,560 1,847,588

Total equity 5,806,742 5,061,079 4,946,670 4,977,172

Other financial informationNTA1 per unit (A$) 2.05 2.02 1.99 2.02

Gearing2 (%) 26.7 29.5 29.7 27.3

Loan to value ratio (LVR)3 (%) 31 34 34 32

1. Net tangible asset backing.2. Gearing is calculated as total drawn amount of debt div ided by total assets excluding the fair value of derivative financial instruments.3. LVR is calculated as total liabilities to total assets.

Consolidated as at

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SUMMARY OF THE OFFERING

The following summary does not purport to be complete and is qualified in its entirety by the section entitled “Terms and Conditions of the Notes” and the other sections of this Cleansing Notice. Words and expressions defined in the Conditions, the Glossary or elsewhere in this Cleansing Notice have the same meanings in this summary.

Issuer Commonwealth Managed Investments Limited (ABN 33 084 098 180 AFSL 235 384) in its capacity as the Responsible Entity of CFS Retail Property Trust (ARSN 090 150 280).

Issue A$300,000,000 5.75% Convertible Notes due 2016 convertible into CFX Units.

CFX Units Undivided interests in CFX. The CFX Units are currently listed for trading on ASX.

Closing Date 4 July 2011.

Issue Price 100%

Joint Lead Managers Deutsche Bank AG, Sydney Branch and J.P. Morgan Securities Limited

The Offering The Notes are being offered outside the United States in reliance on Regulation S under the Securities Act.

The Notes

Form and Denomination The Notes will be issued in registered form in denominations of A$100,000 and integral multiples of A$1,000 in excess thereof. The Notes will, on issue, be represented by the Global Certificate, which will be deposited with a common depositary for Euroclear and Clearstream on the Closing Date. Interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream.

Status The Notes will constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer, ranking pari passu and rateably, without any preference among themselves. The CFX Units issuable upon conversion of the Notes will rank pari passu with all other CFX Units that have been issued.

Negative Pledge So long as any Note remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, create, or have outstanding any Encumbrance other than a Permitted Encumbrance, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Notes the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as either (i) the Trustee may in its absolute discretion deem not materially less beneficial to the interests of the

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Noteholders or (ii) shall be approved by an Extraordinary Resolution of the Noteholders. See Condition 4 (“Terms and Conditions of the Notes – Negative Pledge”).

Interest The Notes bear interest from the Closing Date at 5.75% per annum payable semi-annually in arrear on each Interest Payment Date, being 4 January and 4 July each year.

Final Maturity Unless previously redeemed, converted, or purchased and cancelled, the Notes will be redeemed on 4 July 2016 at their principal amount together with accrued but unpaid interest thereon.

Redemption at the Option of the Issuer The Issuer may redeem all but not some only of the Notes on the date specified in the relevant notice of redemption at their principal amount together with accrued but unpaid interest if:

(a) at any time on or after 18 July 2014, the closing price of the CFX Units for any 20 Trading Days out of 30 consecutive Trading Days, the last of which falls not earlier than 14 days prior to the date upon which notice of such redemption is published was at least 130% of the Conversion Price in effect on suchTrading Day; or

(b) at any time, at least 90% in principal amount of the Notes originally issued has already been converted, redeemed or purchased and cancelled.

See Condition 8 (“Terms and Conditions of the Notes – Redemption, Purchase and Cancellation – Redemption at the Option of the Issuer”).

Redemption at the Option of the Noteholders

On 4 July 2014, the holder of each Note will have the right at such holder's option, to require the Issuer to redeem all or some only of the Notes of such holder on the Put Option Date at their principal amount together with accrued but unpaid interest thereon.

Relevant Event Put Right The holder of each Note will have the right, at such holder’s option, to require the Issuer to redeem all or some only of the Notes of such holder at their principal amount together with accrued but unpaid interest upon (i) the CFX Units ceasing to be listed or admitted to trading on the Relevant Stock Exchange or the trading of CFX Units being suspended for a period of more than 30 consecutive Trading Days on the Relevant Stock Exchange or (ii) when there is a Change of Control Event pursuant to the Conditions. See Condition 8 (“Terms and Conditions of the Notes – Redemption, Purchase and Cancellation – Redemption for Delisting or Change of Control”). F

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Tax Redemption The Issuer may redeem the Notes in whole, but not in part, at any time, at their principal amount together with accrued but unpaid interest, in the event of the Trustee being satisfied that the Issuer has or will become obliged to pay Additional Tax Amounts as a result of any change in, or amendment to, the laws or regulations of Australia or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 21 June 2011 and such obligation cannot be avoided by the Issuer taking reasonable measures available to it, subject to the non-redemption option of each Noteholder after the exercise by the Issuer of its tax redemption option. See Condition 8 (“Terms and Conditions of the Notes – Redemption, Purchase and Cancellation – Redemption for Taxation Reasons”).

Taxation All payments of principal, interest and any default interest by the Issuer will be made free from any restriction or condition and be made without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law.

Subject to customary exemptions, if a law requires the Issuer to withhold or deduct an amount in respect of taxes from a payment in respect of the Notes such that the holder would not actually receive on the due date the full amount provided for under the Notes, then the amount payable is increased so that each holder is entitled to receive the amount it would have received if no deductions or with holdings had been required to be made. See Condition 9 (“Terms and Conditions of the Notes – Taxation”).

Non-Payment The Notes contain a default provision covering failure to pay principal, interest or any other amount in respect of the Notes as further described in Condition 10 (“Terms and Conditions of the Notes – Events of Default”).

Cross Default The Notes contain a cross default provision as further described in Condition 10 (“Terms and Conditions of the Notes – Events of Default”). F

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Other Events of Default For a description of certain other events that will permit acceleration of the Notes, see Condition 10 (“Terms and Conditions of the Notes – Events of Default”). If any event that will permit acceleration occurs, then the Trustee at its discretion may (but is not obliged to do so), and if so requested in writing by holders of not less than 25% in principal amount of the Notes then outstanding, or if so directed by an Extraordinary Resolution of the Noteholders shall, declare the Notes to be immediately due and payable at their principal amount together with accrued but unpaid interest.

The Conversion Option

Conversion Right The holder of each Note has the right to convert such Note into CFX Units at any time during the Conversion Period. The number of CFX Units to be delivered upon conversion shall be determined by dividing the principal amount of the Note by the Conversion Price in effect on the Conversion Date.

Conversion Period The period beginning on and including 14 August 2011 and ending on and including the earlier to occur of: (a) the close of business on 23 June 2016; and (b) if the Notes shall have been called for redemption before the Final Maturity Date, the close of business on the day which is no later than seven business days before the date fixed for redemption.

Conversion Price A$2.40, subject to adjustment in accordance with the Conditions.

Cash Settlement Option Notwithstanding the Conversion Right of each Noteholder in respect of each Note, at any time when the delivery of CFX Units deliverable upon conversion of the Notes is required to satisfy the Conversion Right in respect of a Conversion Notice, the Issuer shall have the option to pay to the relevant Noteholder an amount of cash in Australian dollars equal to the Cash Settlement Amount in order to satisfy such Conversion Right in full or in part (in which case the other part shall be satisfied by the delivery of CFX Units). The Issuer shall pay the Cash Settlement Amount no later than the twelfth Stock Exchange Business Day following the Cash Settlement Notice Date. If the Issuer exercises its Cash Settlement Option in respect of Notes held by more than one Noteholder which are to be converted on the same Conversion Date, the Issuer shall make the same proportion of cash and CFX Units available to such converting Noteholders.

Adjustments to the Conversion Price

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Change of Control A Change of Control Event occurs if:

(a) an offer is made to all CFX Unitholders, or all CFX Unitholders other than the offeror and/or any associate (as defined in section 12 of the Corporations Act) of the offeror to acquire the whole or any part of the issued CFX Units; or

(b) any person proposes a scheme of arrangement (including an informal scheme or similar arrangement involving CFX) with regard to such acquisition (other than an Exempt Newco Scheme),

and such offer or scheme of arrangement has become or been declared unconditional in all respects, and the offeror has acquired at any time during the relevant offer period a relevant interest in more than 50% of the CFX Units in issue, or the scheme of arrangement if approved and implemented will result in a person acquiring a relevant interest in more than 50% of the CFX Units that will be in issue after the scheme of arrangement is implemented, or an event occurs which has a like or similar effect.

If and whenever a Change of Control Event occurs, the Conversion Price shall be adjusted to take account of the Conversion Premium applicable to the Notes at the Conversion Date.

Other Anti-Dilution Provisions The Notes will contain other provisions for the adjustment of the Conversion Price in the event of the occurrence of certain dilutive events including, amongst others, unit consolidations, unit subdivisions, Additional Distributions, capitalisation issues, rights issues and bonus issues at less than 95% of the then Current Market Price and issues wholly for no consideration.

Miscellaneous

Lock-Up Neither the Issuer nor any persons acting on its behalf will, from 21 June 2011 until 90 days after the Closing Date, without the prior written consent of the Joint Lead Managers, issue, offer, sell, contract to sell, grant, pledge or otherwise transfer or dispose of (or publicly announce any such issuance, offer, sale or disposal or otherwise make public an intention to do so) any CFX Units or interests or securities convertible or exchangeable into or exercisable for CFX Units or warrants, options or other rights to purchase CFX Units or any security, contract or financial product whose value is determined directly or indirectly by reference to the price of the CFX Units, including equity swaps, forward sales and options representing the right to receive any CFX Units, whether or not such

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contract is to be settled by delivery of CFX Units or such other securities, in cash or otherwise or enter into any arrangement with a substantially similar economic effect to any of the foregoing, except for the Notes and CFX Units issued pursuant to the conversion of the Notes or issues disclosed in this Cleansing Notice.

Governing Law The Notes, the Trust Deed and the Agency Agreement will be governed by English law.

Trustee The Bank of New York Mellon

Principal Agent The Bank of New York Mellon

Registrar The Bank of New York Mellon (Luxembourg) S.A.

Listing Approval in-principle has been received for the listing of the Notes on the SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of A$200,000 for so long as any of the Notes are listed on the SGX-ST.

Clearing The Notes have been accepted for clearance by Euroclear and Clearstream under the following Common Code and ISIN:

Common Code: 064111981

ISIN: XS0641119812

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RISK FACTORS Prior to investing in the Notes, investors should carefully consider, together with all other information contained in this Cleansing Notice, the risk factors described below. Additional risk factors and uncertainties not at present known to the Issuer or CFX, or which the Issuer and CFX currently deem immaterial, may also materially impact CFX’s business, financial condition or results of operations and may have an adverse effect on an investment in the Notes. 1. Risks relating to CFX a) Lease default, non-renewal and vacancy

There is a possibility that tenants may default on their rental or other obligations under leases with CFX, leading to capital losses and/or a reduction of income to CFX. In addition, there is a risk that if CFX is not able to negotiate lease extensions with existing tenants at the end of the lease terms, or replace the leases on expiry with leases at equivalent rates, there may be a significant impact on the distributable income of CFX and the value of the particular property involved. The ability of CFX to secure lease renewals or to obtain replacement tenants may be influenced by any leasing incentives granted to prospective tenants and increased competition in the sector, which, in turn, may increase the time required to let vacant space.

b) Funding risk In order to fund future capital expenditure and acquisitions, the Issuer relies on equity, debt and hybrid funding along with the refinancing of existing debt facilities. An inability to obtain the necessary funding or refinancing of existing arrangement, or a material increase in the cost of such funding, may have an adverse impact on CFX’s performance and financial position. CFX’s debt facilities will most likely include various financial covenants which, if breached, may result in CFX paying a higher rate of interest or being required to repay such facilities immediately or on short notice. Alternative financing may be on less favourable terms or may not be available at all. If no alternative financing is available, CFX may need to realise assets and the consequent sale of CFX properties may result in significant financial loss to CFX.

c) Interest rate risk Fluctuations in interest rates, to the extent that they are not hedged may adversely impact on the cost of debt, and result in decreased earnings available for distribution to holders of CFX Units. Increases in interest rates may adversely affect the performance of CFX once any hedge expires.

d) Capital expenditure CFX remains responsible for capital repairs to the properties under the terms of the leases. CFX may incur capital expenditure for unforeseen structural problems arising from a defect in the buildings or alterations required as a result of changes to statutory requirements. Additionally, the Issuer may undertake developments where there is opportunity to extract additional value from a property owned by CFX. This may expose CFX to risks associated with development such as counterparty risk, contract risk, default risk, building risk, and market risk as well as those development risks associated with leasing, timing and cost. F

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e) Acquisition and divestment It is intended that CFX may make additional investments which may include the acquisition of further retail properties. Such investments would be undertaken to grow and preserve forecast returns. Future acquisitions may affect forecast distributions, or any tax deferred portions of income returns. The value of interests in the properties may vary as a consequence of general property market conditions or factors specific to an individual property. Decreases in value of the interests may result in a decrease in the value at which CFX Units trade on the ASX. CFX may need to sell one or more properties, and may realise a capital loss.

f) Insurance risk The Issuer and CFX are exposed to insurance risk in terms of the adequacy of cover for events arising in respect of assets, contractors and service providers, including both failure to insure and underinsurance for events. In the event that there was insufficient insurance arrangements in place, the Trust may be exposed to materially significant capital loss, or losses that may impact revenue generation and the overall financial performance of the Trust.

g) Environmental issues As a property owner, CFX is exposed to the risk that under various Federal, State and local environmental laws, it may be liable for the cost of removal or remediation of hazardous or toxic substances on, under, in or emanating from the properties in its portfolio. In common with all other owners of property, there remains a risk that environmental laws and regulations may become more stringent or that environmental conditions on or near the properties, presently known or unknown, may have a material adverse effect on the properties in the future.

h) Retention of personnel CFX’s success depends in part on the ability of its executive officers, senior management, and employees to operate effectively, both individually and as a group. Further, CFX’s success largely depends on its ability to attract and retain highly qualified management and personnel. Whilst CFX has either contracts of service or employment with its key personnel, it cannot ultimately prevent any of these persons from terminating their respective contracts. The loss of the services of these individuals or any other key personnel could have an adverse effect on CFX.

i) Change of responsible entity If CMIL is replaced as the responsible entity of CFX by an entity that is not a subsidiary of Commonwealth Bank of Australia, there is the potential for adverse impacts on CFX in the event of a change in investment strategy, or if any of CFX’s debt providers demand repayment of facilities (where entitled to do so). In addition, if the new responsible entity replaces the Property Manager, CFX’s earnings and distributions may be reduced if the fee structure applied by the new property and development manager is higher than under current arrangements.

j) Industry risk While an investment in CFX is not a direct property investment, it remains indirectly exposed to risks associated with the retail property sector. On this basis it should be highlighted that CFX will be exposed

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to risks which may increase the likelihood of default by one of its tenants under their lease and decrease the rent payable in respect of properties owned by CFX in any new lease. The value of CFX’s property assets may fluctuate depending on the property market conditions in which CFX operates and ultimately this may affect the performance of CFX, including distributions paid by CFX and the market price of CFX Units.

k) Geographical concentration risk As at 30 June 2011, CFX’s entire portfolio was located in Australia, with an exposure by value of 50.4% to Victoria, 21.8% to Queensland, 15.3% to New South Wales, 6.5% to South Australia, 3.2% to Tasmania and 2.9% to Western Australia. Any decline in retail property values or any event or occurrence which has an effect on the retail properties in Australia, especially Victoria, may have a material adverse effect on the business, financial condition, results of operations and/or prospects of CFX.

l) Force majeure risk Some events are beyond the control of CFX or the Issuer, or any other party, including acts of god, fires, floods, earthquakes, wars, strikes and acts of terrorism. Some force majeure risks are effectively uninsurable, and if such events occur they may have materially adverse effects on the Trust.

m) Legal risk CFX may become involved in unforeseen litigation and disputes which could have a material adverse effect on CFX, its operating results and distributions. In addition, the Notes, and this Cleansing Notice, are governed by a complex series of legal documents and contracts. As a result, the risk of dispute or litigation over interpretation or enforceability of the documentation and contracts for such investments may be higher than for other types of investments.

2. General investment risks

a) Economic and market conditions CFX may be adversely impacted by many factors including changes in general economic conditions such as interest rates, inflation, retail spending levels, consumer confidence levels and general market levels. A number of factors affect the performance of the stock markets, which could affect the price at which the CFX Units trade on the ASX. Among other things, movements on international and domestic stock markets, in interest rates, inflation and inflationary expectations and overall economic conditions, as well as government taxation and other policy changes may affect the demand for, and price of, the CFX Units. Volatility in the Australian or international financial markets may influence the trading price of the CFX Units on the ASX.

b) Changes in applicable law The Issuer must comply with various legal requirements including requirements imposed by securities laws and company laws in Australia. Should any of those laws change over time, the legal requirements to which the Issuer and CFX may be subject could differ materially from current requirements.

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3. Risks relating to the Notes and the CFX Units

a) Lack of a public market for the Note There can be no assurance as to the liquidity of the Notes or that an active trading market will develop. If such a market were to develop, the Notes could trade at prices that may be higher or lower than the initial issue price depending on many factors, including prevailing interest rates, the Group’s operations and the market for similar securities. The Joint Lead Managers are not obliged to make a market in the Notes and any such market making, if commenced, may be discontinued at any time at the sole discretion of the Joint Lead Managers. Accordingly, no assurance can be given as to the liquidity of, or trading market for, the Notes.

b) Noteholders will bear the risk of fluctuations in the price of the CFX Units The market price of the Notes at any time will be affected by fluctuations in the price of the CFX Units. The CFX Units are currently listed on the ASX. There can be no certainty as to the effect, if any, that future issues or sales of the CFX Units, or the availability of such CFX Units for future issue or sale, will have on the market price of the CFX Units prevailing from time to time and therefore on the price of the Notes. Sales of substantial numbers of CFX Units in the public market, or a perception in the market that such sales could occur, could adversely affect the prevailing market price of the CFX Units and the Notes. The results of operations, financial condition, future prospects and business strategy of CFX could affect the value of the CFX Units. The trading price of the CFX Units will be influenced by the Group’s operational results (which in turn are subject to the various risks to which its businesses and operations are subject, which are not described herein) and by other factors such as changes in the regulatory environment that may affect the markets in which the Group operates and capital markets in general. Corporate events such as unit sales, reorganisations, takeovers or unit buy-backs may also adversely affect the value of the CFX Units. Any decline in the price of the CFX Units would adversely affect the market price of the Notes. In addition to the factors that affect the trading price of an equity security generally, the trading price of CFX Units may be affected by possible sales by CFX Unitholders who view the Notes as a more attractive means of equity participation in CFX and by hedging or arbitrage activity that may develop involving the CFX Units.

c) Noteholders have limited anti-dilution protection The Conversion Price will be adjusted in the event that there is a sub-division, consolidation or re-denomination, rights issue and bonus issue at less than 95% of the then Current Market Price, reorganisation, capital distribution or other adjustment including an offer or scheme which affects CFX Units, but only in the circumstances and only to the extent provided in “Terms and Conditions of the Notes – Conversion”. There is no requirement that there should be an adjustment for every corporate or other event that may affect the value of the CFX Units. Such events may adversely affect the value of the CFX Units and, therefore, where no adjustment is required to be made, adversely affect the value of the Notes.

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TERMS AND CONDITIONS OF THE NOTES The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Notes, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Notes:

The issue of the A$300,000,000 aggregate principal amount of 5.75% Convertible Notes due 2016 (the “Notes”, which term shall include, unless the context requires otherwise, any further notes issued in accordance with Condition 15 and consolidated and forming a single series therewith) of Commonwealth Managed Investments Limited (ABN 33 084 098 180) in its capacity as the Responsible Entity of CFS Retail Property Trust (ARSN 090 150 280) (the “Issuer”) and the right of conversion into CFX Units (as defined in Condition 6(A)(v)) was authorised by a resolution of the board of directors of the Issuer passed on 9 June 2011. The Notes are constituted by the trust deed (as amended or supplemented from time to time, the “Trust Deed”) to be dated on or about 4 July 2011 (the “Issue Date”) made between the Issuer and The Bank of New York Mellon as trustee for the holders of the Notes (the “Trustee”, which term shall, where the context so permits, include all other persons or companies for the time being acting as trustee or trustees under the Trust Deed) and are subject to the paying, transfer and conversion agency agreement to be dated on or about 4 July 2011 (the “Agency Agreement”) between the Issuer, the Trustee, The Bank of New York Mellon as principal paying, conversion and transfer agent (the “Principal Agent”), The Bank of New York Mellon (Luxembourg) S.A. as registrar (the “Registrar”) and the other paying, conversion and transfer agents appointed under it (each a “Paying, Transfer and Conversion Agent”, and, together with the Registrar and the Principal Agent, the “Agents”) relating to the Notes. References to the “Principal Agent”, the “Registrar” and the “Agents” below are references to the principal agent, the registrar and the agents for the time being for the Notes. These terms and conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes. Unless otherwise defined, terms used in these Conditions have the meaning specified in the Trust Deed. Copies of the Trust Deed and of the Agency Agreement are available for inspection during usual business hours at the principal office for the time being of the Trustee (presently at 40th Floor, One Canada Square, London E14 5AL, United Kingdom) and at the specified offices for the time being of each of the Agents. The Noteholders are entitled to the benefit of and are bound by all the provisions of the Trust Deed, and are deemed to have notice of all the provisions of the Agency Agreement applicable to them.

Unless otherwise specified, defined terms have the meaning given to them in Condition 22.

1 Status

The Notes constitute direct, unsubordinated, unconditional and (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to Condition 4, at all times rank at least equally with all of its other present and future, senior, unsecured and unsubordinated obligations.

2 Form, Denomination and Title

(A) Form and Denomination

The Notes are issued in registered form in the denomination of A$100,000 each or multiples of A$1,000 in excess thereof (each, an “Authorised Denomination”). A Note certificate (each a “Certificate”) will be issued to each Noteholder in respect of its registered holding of Notes. Each Note and each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the register of Noteholders (the “Register”) which the Issuer will procure to be kept by the Registrar.

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Upon issue, the Notes will be represented by the Global Certificate deposited with a common depositary for, and representing Notes registered in the name of a nominee of, Euroclear and Clearstream. The Conditions are modified by certain provisions contained in the Global Certificate. Except in the limited circumstances described in the Global Certificate, owners of interests in Notes represented by the Global Certificate will not be entitled to receive definitive Certificates in respect of their individual holdings of Notes. The Notes are not issuable in bearer form. See “The Global Certificate”.

(B) Title

Title to the Notes passes only by transfer and registration in the Register as described in Condition 3. The holder of any Note will (except as otherwise required by law or ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Terms and Conditions, “Noteholder” and (in relation to a Note) “holder” means the person in whose name a Note is registered.

3 Transfers of Notes; Issue of Certificates

(A) Register

The Issuer will cause the Register to be kept at the specified office of the Registrar outside the United Kingdom and in accordance with the terms of the Agency Agreement on which shall be entered the names and addresses of the holders of the Notes and the particulars of the Notes held by them and of all transfers of the Notes. Each Noteholder shall be entitled to receive only one Certificate in respect of its entire holding of Notes.

(B) Transfer

Notes may, subject to the terms of the Agency Agreement and to Conditions 3(D), 3(E), 3(F) and 3(G), be transferred in whole or in part in an Authorised Denomination by lodging the relevant Certificate evidencing the Note (with the form of application for transfer in respect thereof duly executed by the holder or his attorney duly authorised in writing and duly stamped where applicable) at the specified office of the Registrar or any Paying, Transfer and Conversion Agent.

The form of transfer is available at the specified office of the Registrar or any Paying, Transfer and Conversion Agent.

No transfer of a Note will be valid unless and until the details of such transfer are entered on the Register. A Note may be registered only in the name of, and transferred only to, a named person (or persons, not exceeding four in number).

Transfers of interests in the Notes evidenced by the Global Certificate will be effected in accordance with the rules of the relevant clearing system.

The Issuer will procure that the Registrar will, within three business days, in the place of the specified office of the Registrar, of any duly made application for the transfer of a Note, make the appropriate entries on the Register, and, make available a new Certificate evidencing the Note in accordance with Condition 3(C).

Except in the limited circumstances described in the Global Certificate, owners of interests in the Notes will not be entitled to receive physical delivery of Certificates. F

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(C) Delivery of New Certificates

Each new Certificate to be issued upon a transfer of Notes will, within three business days of receipt by the Registrar or, as the case may be, any other relevant Agent of the original certificate and the form of transfer duly completed and signed, be made available for collection at the specified office of the Registrar or such other relevant Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Notes (but free of charge to the holder and at the Issuer’s expense) to the address specified in the form of transfer and recorded in the Register.

Where only part of a principal amount of the Notes (being that of one or more Notes) in respect of which a Certificate is issued is to be transferred or converted, a new Certificate in respect of the Notes not so transferred or converted will, within three business days of delivery of the original Certificate to the Registrar or other relevant Agent, be made available for collection at the specified office of the Registrar or such other relevant Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder of the Notes not so transferred or converted (but free of charge to the holder) to the address of such holder appearing on the Register.

For the purposes of Conditions 3, 6 and 10(B), “business day” shall mean a day other than a Saturday or Sunday on which banks are open for business in New York, London and the city in which the specified office of the Registrar (if a Certificate is deposited with it in connection with a transfer or conversion) or any other Agent with whom a Certificate is deposited in connection with a transfer or conversion is located.

(D) Formalities Free of Charge

Registration of a transfer of Notes and issuance of new Certificates will be effected without charge by or on behalf of the Issuer or any of the Agents, but (i) upon payment (or the giving of such indemnity as the Issuer or any of the Agents may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer; (ii) the Registrar being satisfied with the documents of title and/or identity of the person making the application; and (iii) the Registrar (after consultation with the Issuer) being satisfied that the regulations concerning the transfer of the Notes have been complied with. None of the Agents or the Trustee shall be responsible for monitoring the compliance with any relevant securities laws and regulations.

(E) Closed Periods

No Noteholder may require the transfer of a Note to be registered and neither the Registrar nor the Issuer will be required to register the transfer of any Notes (or part thereof) (i) during the period of seven days ending on (and including) the dates for payment of any principal pursuant to the Conditions; (ii) after a Conversion Notice (as defined in Condition 6(B)) has been delivered with respect to a Note; (iii) after a Relevant Event Redemption Notice (as defined in Condition 8(D)) or a Put Exercise Notice (as defined in Condition 8(E)) has been deposited in respect of such Note; or (iv) during the period of seven days ending on (and including) any Interest Record Date (as defined in Condition 7(A)), each such period is a “Closed Period”.

(F) Regulations

All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfer of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer and the Registrar, with, in the case of changes by the Issuer, the prior written approval of the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Noteholder who asks for one.

(G) Restrictions on transfer

Notes may only be transferred if the offer or invitation giving rise to the transfer:

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(i) does not constitute an offer or invitation for which disclosure is required to be made to investors under Part 6D.2 of the Corporations Act;

(ii) is not made to a person who is a “retail client” within the meaning of Section 761G of the Corporations Act; and

(iii) complies with any applicable law or directive of the jurisdiction where the transfer takes place.

4 Negative Pledge

So long as any Note remains outstanding (as defined in the Trust Deed), the Issuer will not, and will ensure that none of its Subsidiaries will, create, or have outstanding any Encumbrance other than a Permitted Encumbrance, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Notes the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as either (i) the Trustee may in its absolute discretion deem not materially less beneficial to the interests of the Noteholders or (ii) shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.

In these Conditions

any reference to an “Encumbrance” is to a mortgage, charge, pledge, lien or other encumbrance or security interest securing any obligation of any person or any other agreement having a similar effect;

(iv) any reference to “Relevant Indebtedness” is to any future and present indebtedness in the form of or represented by debentures, loan stock, bonds, notes, bearer participation certificates, depositary receipts, certificates of deposit or other similar securities or instruments or by bills of exchange drawn or accepted for the purpose of raising money which are, or are capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over the counter or on any other securities market (whether or not initially distributed by way of private placement);

(v) any reference to a “subsidiary” or “Subsidiary” means, in relation to the Issuer or CFX, another entity which is directly or indirectly a controlled entity for the purposes or within the meaning of or as determined in accordance with any generally accepted accounting principles in effect from time to time applicable to the Issuer or CFX (and in the case of an entity which is a trust, includes the trustee of that trust solely in its capacity as such) and, for the avoidance of doubt, references to a Subsidiary of the Issuer or CFX includes a company or entity (including, for the avoidance of doubt, a trust) in which the Issuer or CFX directly or indirectly holds more than one-half of the issued equity capital (excluding any part of the equity capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

(vi) “Permitted Encumbrance” means:

(a) Encumbrances (i) in respect of freehold or leasehold property acquired, constructed or improved by the Issuer or a Subsidiary after the date hereof, or in rights relating to such property, which Encumbrances are created at the time of acquisition or completion of construction or improvement of such property or within 180 days thereafter, to secure Relevant Indebtedness assumed or incurred to finance all or any part of the purchase price of the acquisition or cost of construction or improvement of such property, (ii) on property at the time of the acquisition thereof by the Issuer or a Subsidiary (and not incurred in anticipation thereof), whether or not the Relevant Indebtedness secured thereby is assumed by the Issuer or a Subsidiary, and (iii) on property of a Person at the time such Person becomes a Subsidiary, or the Issuer or a Subsidiary acquires or leases the properties of such

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Person as an entirety or substantially as an entirety, or such Person merges into or consolidates with the Issuer, CFX or a Subsidiary (and not incurred in anticipation thereof), provided that in any such case the aggregate principal amount of Relevant Indebtedness secured by any such Encumbrance in respect of any such property shall not, at the time it is created, incurred or assumed, exceed the fair market value of such property (or rights relating thereto) and no such Encumbrance shall extend to or cover any other property of the Issuer or a Subsidiary;

(b) Encumbrances over an interest in a freehold or leasehold property owned or leased by the Issuer or a Subsidiary to fund the development of that property for the purpose of leasing, but only until practical completion of that development has occurred;

(c) any Encumbrance which arises in relation to any securitisation or other structured finance transaction where:

(x) the primary source of payment of any obligations of the Issuer or a Subsidiary is linked to identified property or assets (including all rights in relation thereto and profits, receivables and proceeds of any kind arising therefrom) (the “Financing Assets”) or where payment of such obligations is otherwise supported or secured by such property or assets; and

(y) recourse to the Issuer or a Subsidiary in respect of such obligations is limited to or conditional on, amounts realised in respect of such Financing Assets or other identified property or assets; and

(d) in addition to those described in paragraphs (a) to (c) above:

(x) Encumbrances over assets of the Issuer or a Subsidiary created before that asset was acquired by the Issuer or Subsidiary (and not incurred in anticipation thereof); and

(y) Encumbrances over assets of a Subsidiary created before the Subsidiary became a Subsidiary (and not incurred in anticipation thereof),

provided that the relevant acquisition of the asset or Subsidiary occurred after the Issue Date and the aggregate Relevant Indebtedness secured by such Encumbrances immediately following the acquisition of the asset or Subsidiary (as applicable), when calculated together with any Permitted Encumbrance allowed under paragraph (a)(iii) above, does not exceed 10% of Consolidated Total Tangible Assets as of the last day of the semi-annual or annual fiscal period of CFX most recently ended prior to such time and no such Encumbrance shall extend to or cover any other property of the Issuer or a Subsidiary.

5 Interest

The Notes bear interest from 4 July 2011 (the “Closing Date”) at the rate of 5.75% per annum of the principal amount of the Notes. Interest is payable semi-annually in arrear on 4 January and 4 July in each year (each an “Interest Payment Date”) commencing 4 January 2012. Each Note will cease to bear interest (a) (subject to Condition 6(B)(v)) where the Conversion Right attached to it shall have been exercised, from and including the Interest Payment Date last preceding its Conversion Date (as defined below) (or if such Conversion Date falls on or before the first Interest Payment Date, the Closing Date) subject to conversion of the relevant Note in accordance with the provisions of Condition 6(B), or (b) from the due date for redemption or repayment thereof under Condition 8 or Condition 10 unless, upon surrender in accordance with Condition 8, payment of the full amount due is improperly withheld or refused or default is otherwise made in respect of any such payment. In such event, interest will continue to accrue at the rate aforesaid (after as well as before any

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judgment) up to but excluding the date on which all sums due in respect of any Note are received by or on behalf of the relevant holder. If interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year of twelve 30-day months. Interest payable under this Condition will be paid in accordance with Condition 7(A).

Save as provided in Condition 6(B)(v), no payment or adjustment will be made on conversion for any interest accrued on converted Notes since the Interest Payment Date last preceding the relevant Conversion Date, or, if the Notes are converted on or before the first Interest Payment Date, since 4 July 2011.

6 Conversion

(A) Conversion Right

Conversion Period: Subject as hereinafter provided, Noteholders have the right to convert their Notes into CFX Units (as defined in Condition 6(A)(v), credited as fully paid) at any time during the Conversion Period referred to below.

The right of a Noteholder to convert any Note into CFX Units is called the “Conversion Right”. The Conversion Right cannot be exercised if a Noteholder is unable to make a representation contained in a Conversion Notice that (a) the Noteholder is not a retail client for the purposes of section 761G of the Corporations Act, (b) the Noteholder is not a person to whom disclosure is required under Part 6D.2 or Part 7.9 of the Corporations Act and (c) the Noteholder may lawfully acquire the CFX Units pursuant to the Conversion Notice in accordance with the laws of Australia. Subject to and upon compliance with, the provisions of this Condition, the Conversion Right attaching to any Note may be exercised, at the option of the holder thereof, at any time on or after 14 August 2011 up to the close of business (at the place where the Certificate evidencing such Note is deposited for conversion) on the seventh business day prior to the Maturity Date (as defined in Condition 8 (both days inclusive) (but, except as provided in Condition 6(A)(iv), in no event thereafter) or, if such Note shall have been called for redemption by the Issuer before the Maturity Date, then up to the close of business (at the place aforesaid) on a date no later than seven business days (in the place aforesaid) prior to the date fixed for redemption thereof (the “Conversion Period”).

The number of CFX Units to be issued on conversion of a Note will be determined by dividing the principal amount of the Note to be converted by the Conversion Price in effect at the Conversion Date (both as hereinafter defined). A Conversion Right may only be exercised in respect of one or more Notes. If more than one Note held by the same holder is converted at any one time by the same holder, the number of CFX Units to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Notes to be converted. The Trustee and the Agents shall be under no duty to calculate, determine or verify the number of CFX Units to be issued upon conversion of the Notes and none of them shall be responsible to Noteholders or any other person for any loss arising from any failure to do so or for any erroneous determination by the Issuer.

(vii) Fractions of CFX Units: Fractions of CFX Units will not be issued on conversion and no cash adjustments will be made in respect thereof. However, if the Conversion Right in respect of more than one Note is exercised at any one time such that CFX Units to be issued on conversion are to be registered in the same name, the number of such CFX Units to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Notes being so converted and rounded down to the nearest whole number of CFX Units. Notwithstanding the foregoing, in the event of a consolidation or re-classification of CFX Units by operation of law or otherwise occurring after 21 June 2011 which reduces the number of CFX Units outstanding, the Issuer will, upon conversion of Notes, pay in cash a sum equal to such portion of the principal amount of the Note or Notes evidenced

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by the Certificate deposited in connection with the exercise of Conversion Rights, aggregated as provided in Condition 6(A)(i), as corresponds to any fraction of a CFX Unit not issued as a result of such consolidation or re-classification aforesaid if such sum exceeds A$10.00. Any such sum shall be paid not later than three Stock Exchange Business Days after the relevant Conversion Date by transfer to an Australian dollar account with a bank in Sydney.

(viii) Conversion Price: The price at which CFX Units will be issued upon conversion (the “Conversion Price”) will initially be A$2.40 per CFX Unit, but will be subject to adjustment in the manner provided in Condition 6(C).

(ix) Revival and/or survival after Default: Notwithstanding the provisions of Condition 6(A)(i), if (a) the Issuer shall default in making payment in full in respect of any Note which shall have been called for redemption on the date fixed for redemption thereof, (b) any Note has become due and payable prior to the Maturity Date by reason of the occurrence of any of the events under Condition 10, or (c) any Note is not redeemed on the Maturity Date in accordance with Condition 8(A), the Conversion Right attaching to such Note will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Note is deposited for conversion) on the date upon which the full amount of the moneys payable in respect of such Note has been duly received by the Principal Agent or the Trustee and notice of such receipt has been duly given to the Noteholders and notwithstanding the provisions of Condition 6(A)(i), any Note in respect of which the Certificate and Conversion Notice are deposited for conversion prior to such date shall be converted on the relevant Conversion Date (as defined below) notwithstanding that the full amount of the moneys payable in respect of such Note shall have been received by the Principal Agent or the Trustee before such Conversion Date or that the Conversion Period may have expired before such Conversion Date.

(x) Meaning of “CFX Unit” and “CFX Units”: As used in these Conditions, the expression “CFX Unit” means (and “CFX Units” shall be construed accordingly) an undivided interest in CFX (as defined in Condition 22) as provided for in the Constitution and which is described as a “Unit” in the Constitution. “Constitution” means the constitution of CFX filed with the Australian Securities and Investments Commission, as amended and supplemented from time to time.

(xi) The Conversion Right may only be exercised in respect of an Authorised Denomination. Where the Conversion Right is exercised in respect of part only of a Note, the old Note shall be cancelled, a new Certificate evidencing such Note shall be issued in lieu thereof and appropriate entries made in the Register for the balance thereof, all without charge but upon payment by the holder of any taxes, duties and other governmental charges payable in connection therewith. The Registrar will within three business days, in the place of the specified office of the Registrar, following the relevant Conversion Date deliver such new Note to the Noteholder at the specified office of the Registrar or (at the risk and, if mailed at the request of the Noteholder otherwise than by ordinary mail, at the expense of the Noteholder) mail the new Note by uninsured mail to such address as the Noteholder may request in the relevant Conversion Notice.

(B) Conversion Procedure

Conversion Notice: To exercise the Conversion Right attaching to any Note, the holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of any Paying, Transfer and Conversion Agent a notice of conversion (a “Conversion Notice”) in duplicate in the form (for the time being current) obtainable from the specified office of each Agent, together with the relevant Certificate and any amounts required to be paid by the Noteholder under Condition 6(B)(iii). Conversion Rights shall be exercised subject in each case to any applicable fiscal or other

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laws or regulations applicable in the jurisdiction in which the specified office of the Conversion Agent to whom the relevant Paying, Transfer and Conversion Notice is delivered is located.

The conversion date in respect of a Note (the “Conversion Date”) must fall at a time when the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable (subject to the provisions of Condition 6(A)(iv) above) and will be deemed to be the Stock Exchange Business Day immediately following the date of the surrender of the Certificate in respect of such Note and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents in writing to such withdrawal.

(xii) On conversion, the Issuer will redeem the Notes held at that time by the Noteholder concerned and in respect of which a Conversion Right is to be exercised (“Relevant Notes”) for an amount equal to their aggregate outstanding principal amount. In relation to each Noteholder concerned, the Issuer will apply the whole of the said amount in respect of the redemption of the Relevant Notes for the subscription on behalf of that Noteholder, for the number of CFX Units calculated in accordance with these Terms and Conditions.

(xiii) Stamp Duty etc.: A Noteholder delivering a Certificate in respect of a Note for conversion must pay to the relevant Paying, Transfer and Conversion Agent any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital or stamp duties payable in Australia and, if relevant, in the place of the Alternative Stock Exchange, by the Issuer in respect of the allotment and issue of CFX Units and listing of the CFX Units on the ASX or the Alternative Stock Exchange on conversion) (the “Taxes”) and such Noteholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Note in connection with such conversion. The Issuer will pay all other expenses arising on the issue of CFX Units on conversion of Notes. The Noteholder (and, if applicable, the person other than the Noteholder to whom the CFX Units are to be issued) must provide the Paying, Transfer and Conversion Agent with details of the relevant tax authorities to which the Paying, Transfer and Conversion Agent must pay monies received in settlement of Taxes payable pursuant to this Condition 6(B)(iii). The Agents are under no obligation to determine whether a Noteholder or the Issuer is liable to pay any Taxes including capital, stamp, issue, registration or similar taxes and duties or the amounts payable (if any) in connection with this Condition 6(B)(iii) and shall not be liable for any failure by any Noteholder or the Issuer to make any such payment to the relevant authorities or determine the sufficiency or insufficiency of any amount so paid.

(xiv) Delivery of CFX Units through CHESS: CFX Units to be issued and delivered, or transferred, on exercise of Conversion Rights will be issued or transferred in uncertificated form through the securities trading system known as the Clearing House Electronic Sub-register System operated by ASX Settlement Pty Ltd (“CHESS”) (or any successor licensed clearance and settlement facility applicable to the CFX Units). The CFX Units to be delivered through CHESS will be delivered to the account specified by the relevant Noteholder in the Conversion Notice by a date which is generally expected to be not later than 10 Sydney business days after the relevant Conversion Date.

The Issuer will procure that statements of holdings for CFX Units allotted on exercise of Conversion Rights will be dispatched by mail free of charge as soon as practicable but in any event within five Sydney business days after the relevant Conversion Date.

(xv) Interest Accrual: If any notice requiring redemption of any Notes is given pursuant to Condition 8(B)(1) or Condition 8(C) and the Conversion Date for any Notes in respect of which a Conversion Right is exercised by a Noteholder is subsequent to such redemption notice and prior to the next

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succeeding Interest Payment Date and such Conversion Date would fall after the record date for any distribution on the CFX Units, so that the converting Noteholder receives neither the relevant Interest Payment nor the relevant distribution on the CFX Units, then interest shall continue to accrue on such Notes from (but excluding) the Interest Payment Date immediately preceding the relevant Conversion Date up to (and including) the relevant Conversion Date. The Issuer shall pay any such interest or procure that any such interest is paid by not later than 10 business days after the relevant Conversion Date by an Australian dollar cheque drawn on, or by transfer to, an Australian dollar account maintained with, a bank in Sydney in accordance with instructions given by the relevant Noteholder in the relevant Conversion Notice.

(xvi) Cash Settlement: Notwithstanding the Conversion Right of each Noteholder in respect of each Note, at any time when the delivery of CFX Units deliverable upon conversion of the Notes is required to satisfy the Conversion Right in respect of a Conversion Notice, the Issuer shall have the option to pay to the relevant Noteholder an amount of cash in Australian dollars equal to the Cash Settlement Amount in order to satisfy such Conversion Right in full or in part (in which case the other part shall be satisfied by the delivery of CFX Units) (the “Cash Settlement Option”). In order to exercise the Cash Settlement Option, the Issuer shall provide notice of the exercise of the Cash Settlement Option (the “Cash Settlement Notice”) to the relevant Noteholder as soon as practicable but no later than the next Stock Exchange Business Day following the date of delivery of the Conversion Notice (the “Cash Settlement Notice Date”). The Cash Settlement Notice must specify the number of CFX Units in respect of which the Issuer will make a cash payment in the manner described in this Condition. The Issuer shall pay the Cash Settlement Amount no later than the twelfth Stock Exchange Business Day following the Cash Settlement Notice Date. If the Issuer exercises its Cash Settlement Option in respect of Notes held by more than one Noteholder which are to be converted on the same Conversion Date, the Issuer shall make the same proportion of cash and CFX Units available to such converting Noteholders.

If CFX is at any time (for any reason whatsoever) unable to issue CFX Units in satisfaction of the Conversion Right of any converting Noteholder, CMIL undertakes to procure the exercise of the Cash Settlement Option in full, or to the extent required, to satisfy the Conversion Right of the Noteholder.

(C) Adjustments to Conversion Price

The Conversion Price will be subject to adjustment in the following events:

(1) Consolidation, Subdivision or Reclassification: If and whenever there shall be a consolidation, subdivision or reclassification of the CFX Units, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such alteration by the following fraction:

A B

where:

A is the aggregate number of the CFX Units in issue immediately before such consolidation, subdivision or reclassification, as the case may be; and

B is the aggregate number of the CFX Units in issue immediately after, and as a result of, such consolidation, subdivision or reclassification, as the case may be.

Such adjustment shall become effective on the date the consolidation, subdivision or reclassification, as the case may be, takes effect.

(2) Capitalisation of Profits or Reserves:

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If any CFX Units shall be issued as fully paid to CFX Unitholders by way of capitalisation of profits or reserves, CFX Units paid up out of distributable profits or reserves (except any Scrip Dividend) and which would not have constituted an Additional Distribution, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A B

where:

A is the aggregate nominal amount of the issued CFX Units immediately before such issue; and

B is the aggregate nominal amount of the issued CFX Units immediately after such issue.

Such adjustment shall become effective on the date of issue of such CFX Units.

(3) Additional Distributions: If and whenever CFX shall pay or make any Additional Distribution to the CFX Unitholders (except to the extent that the Conversion Price falls to be adjusted under Condition 6(C)(2) above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Additional Distribution by the following fraction:

A-B A

where:

A is the Current Market Price of one CFX Unit on (i) the first Stock Exchange Business Day on which the CFX Units are traded ex – the relevant Distribution on the Relevant Stock Exchange or, (ii) in the case of a purchase of CFX Units or any depositary or other receipts or certificates representing CFX Units by, or on behalf of, CFX or any of the Subsidiaries of CFX, the Stock Exchange Business Day on which such CFX Units are purchased or, (iii) in the case of a Spin-Off, the Current Market Price of an CFX Unit on the first Stock Exchange Business Day on which the CFX Units are traded ex- the relevant Spin-Off; and

B is the portion of the Fair Market Value of the Additional Distribution attributable to one CFX Unit, with such portion being determined by dividing the Fair Market Value of the aggregate Distribution by the number of CFX Units entitled to receive the relevant Distribution of which the Additional Distribution forms part (or, in the case of a purchase of CFX Units or any depositary or other receipts or certificates representing CFX Units by, or on behalf, of CFX or any of the Subsidiaries of CFX, by the number of CFX Units in issue immediately prior to such purchase).

Such adjustment shall become effective on the date on which the relevant Distribution is paid or made or, in the case of a purchase of CFX Units or any receipts or certificates representing CFX Units, on the date such purchase is made or, in any such case if later, the first date upon which the Fair Market Value of the Distribution is capable of being determined as provided herein.

As used in this Condition 6(C):

“Additional Distribution” means:

(A) a Spin-Off (in which case the Additional Distribution should be the Fair Market Value of the relevant Spin-Off Securities or, as the case may be, the relevant property or assets); or

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(B) the portion determined as set out below of any Distribution in respect of any financial year.

If the Fair Market Value of the proposed Distribution per CFX Unit together with the Fair Market Value per CFX Unit of any other Distribution in respect of such financial year (disregarding for such purpose any amount previously determined to be a Additional Distribution in respect of that financial year) exceeds the amount shown below in respect of such financial year (with the Fair Market Value of each such Distribution (the “Threshold Distribution”) being determined in each case as at the date of the first public announcement of the relevant Distribution), the amount of such Additional Distribution shall be the amount of such excess.

In respect of the financial year ending

Threshold Distribution

(cents)

30 June 2011 ......................................................................................... 12.70

30 June 2012 ......................................................................................... 13.39

30 June 2013 ......................................................................................... 13.79

30 June 2014 ......................................................................................... 14.21

30 June 2015 ......................................................................................... 14.63

30 June 2016 ......................................................................................... 15.07

30 June 2017 ......................................................................................... 15.52

For the purposes of the above, the Fair Market Value of a Distribution shall (subject as provided in paragraph (i) of the definition of “Distribution” and in the definition of “Fair Market Value”) be determined as at the date of the first public announcement of the relevant Distribution, and in the case of a Spin-Off, the fair market value of the relevant Distribution shall be the Fair Market Value of the relevant Spin-Off Securities or, as the case may be, the relevant property or assets.

In making any such calculation, such adjustments (if any) shall be made as an Independent Investment Bank considers appropriate to reflect any consolidation or subdivision of any CFX Units or the issue of CFX Units by way of capitalisation of profits or reserves, or any like or similar event.

(4) Rights Issues of CFX Units or Options over CFX Units: If and whenever CFX shall issue CFX Units to all or substantially all CFX Unitholders as a class by way of rights, or issue or grant to all or substantially all CFX Unitholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase or otherwise acquire any CFX Units, in each case at less than 95% of the Current Market Price per CFX Unit on the last Trading Day preceding the date of the announcement of the terms of the issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A+B A+C

where:

A is the number of CFX Units in issue immediately before such announcement;

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B is the number of CFX Units which the aggregate amount (if any) payable for the CFX Units issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of CFX Units deliverable on the exercise thereof, would purchase at such Current Market Price per CFX Unit; and

C is the number of CFX Units issued or, as the case may be, the maximum number of CFX Units which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the first date on which such CFX Units are traded ex-rights, ex-options or ex-warrants as the case may be.

(5) Rights Issues of Other Securities: If and whenever CFX shall issue any securities (other than CFX Units or options, warrants or other rights to subscribe for, purchase or otherwise acquire any CFX Units) to all or substantially all CFX Unitholders as a class by way of rights or grant to all or substantially all CFX Unitholders as a class by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities (other than CFX Units or options, warrants or other rights to subscribe for, purchase or otherwise acquire CFX Units), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A-B A

where:

A is the Current Market Price of one CFX Unit on the last Trading Day preceding the date on which such issue or grant is publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one CFX Unit.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be) or where a record date is set, the first date on which the CFX Units are traded ex-rights, ex-options or ex-warrants as the case may be on the Relevant Stock Exchange.

(6) Issues at less than Current Market Price: If and whenever CFX shall issue (otherwise than as mentioned in Condition 6(C)(4) above) any CFX Units (other than CFX Units issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for CFX Units) or issue or grant (otherwise than as mentioned in Condition 6(C)(4) above) options, warrants or other rights to subscribe for, purchase or otherwise acquire any CFX Units, in each case at a price per CFX Unit which is less than 95% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A+B A+C

where:

A is the number of CFX Units in issue immediately before the issue of such additional CFX Units or the grant of such options, warrants or other rights to subscribe for, purchase or otherwise acquire any CFX Units;

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B is the number of CFX Units which the aggregate consideration (if any) receivable for the issue of such additional CFX Units, as the case may be, for the CFX Units to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per CFX Unit on the date of the first public announcement of the terms of such issue or grant; and

C is the number of CFX Units to be issued pursuant to such issue of such CFX Units or, as the case may be, the maximum number of CFX Units which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue or grant of such options, warrants or rights.

References to additional CFX Units in the above formula shall, in the case of an issue by CFX of options, warrants or other rights to subscribe or purchase CFX Units, mean such CFX Units to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such additional CFX Units or, as the case may be, the grant of such options, warrants or other rights.

(7) Other Issues at less than Current Market Price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this Condition 6(C)(7), if and whenever CFX or any of its Subsidiaries (otherwise than as mentioned in Condition 6(C)(4), 6(C)(5) or 6(C)(6)), or (at the direction or request of or pursuant to any arrangements with CFX or any of its Subsidiaries), any other company, person or entity shall issue any securities (other than the Notes excluding for this purpose any further notes) which by their terms of issue carry rights of conversion into, or exchange or subscription for, CFX Units (or shall grant any such rights in respect of existing Securities so issued) or Securities which by their terms might be redesignated as CFX Units, at a consideration per CFX Unit which is less than 95% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A+B A+C

where:

A is the number of CFX Units in issue immediately before such issue or grant (but where the relevant Securities carry rights of exchange into or rights of exchange or subscription for CFX Units which have been issued by, or on behalf of, CFX or any of the Subsidiaries of CFX for the purposes of or in connection with such issue, the number of the CFX Units in issue immediately before such issue or grant shall be less the number of such CFX Units which have been issued in connection with those Securities);

B is the number of CFX Units which the aggregate consideration (if any) receivable for the CFX Units to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to such Securities or, as the case may be, for the CFX Units to be issued or to arise from any such redesignation would purchase at such Current Market Price per CFX Unit on the date of the first public announcement of the terms of issue of such Securities (or the terms of such grant); and

C is the maximum number of CFX Units to be issued on conversion or exchange of such Securities or upon the exercise of such rights of subscription attached thereto at the

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initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of CFX Units which may be issued or arise from any such redesignation.

Provided that if at the time of issue of the relevant Securities or date of grant of such rights (as used in this sub-paragraph (b)(vii) the “Specified Date”) such number of CFX Units is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are exchanged or rights of subscription are exercised or, as the case may be, such Securities are redesignated or at such other time as may be provided) then for the purposes of this Condition 6(C)(7), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, redesignation had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such Securities or, as the case may be, the grant of such rights.

(8) Modification of Rights of Conversion etc.: If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such Securities as are mentioned in Condition 6(C)(7) (other than in accordance with the terms of such Securities) so that the consideration per CFX Unit (for the number of CFX Units available on conversion, exchange or subscription following the modification) is less than 95% of the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such modification by the following fraction:

A+B A+C

where:

A is the number of CFX Units in issue immediately before such modification (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for CFX Units which have been issued, purchased or acquired by, or on behalf of, CFX or any of the Subsidiaries of CFX (or at the direction or request or pursuant to any arrangements with CFX or any of the Subsidiaries of CFX) for the purposes of or in connection with such issue, the number of CFX Units in issue immediately before such modification shall be less the number of such CFX Units so issued, purchased or acquired in connection with those Securities);

B is the number of CFX Units which the aggregate consideration (if any) receivable for the CFX Units to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to the Securities so modified would purchase at such Current Market Price per CFX Unit or, if lower, the existing conversion, exchange or subscription price of such Securities ; and

C is the maximum number of CFX Units to be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of the right of subscription attached thereto at the modified conversion, exchange or subscription or purchase price or rate but giving credit in such manner as an Independent Investment Bank, considers appropriate (if at all) for any previous adjustment under this Condition 6(C)(8) or Condition 6(C)(7).

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Provided that if at the time of such modification (as used in this Condition 6(C)(8), the “Specified Date”) such number of CFX Units is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Condition 6(C)(8), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange or subscription had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

(9) Other Offers to CFX Unitholders: If and whenever CFX or any of its Subsidiaries or (at the direction or request of or pursuant to any arrangements with CFX or any of its Subsidiaries) any other company, person or entity issues, sells or distributes any securities in connection with which an offer pursuant to which the CFX Unitholders generally are entitled to participate in arrangements whereby such Securities may be acquired by them (except where the Conversion Price falls to be adjusted under Condition 6(C)(4), Condition 6(C)(5), Condition 6(C)(6) or Condition 6(C)(7)) or would (in the case of Condition 6(C)(4), Condition 6(C)(6) and Condition 6(C)(7)) fall to be so adjusted if the relevant issue, sale or distribution was at less than 95% of the Current Market Price per CFX Unit on the relevant Trading Day, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A-B A

where:

A is the Current Market Price of one CFX Unit on the last Trading Day preceding the date on which such issue is publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one CFX Unit.

Such adjustment shall become effective on the date of issue, sale or distribution of the securities.

(10) Change of Control: If: an offer is made to all CFX Unitholders (or as nearly as may be practicable all CFX Unitholders), or

all CFX Unitholders (or as nearly as may be practicable all CFX Unitholders) other than the offeror and/or any associate (as defined in section 12 of the Corporations Act) of the offeror) to acquire the whole or any part of the issued CFX Units, or

any person proposes a scheme of arrangement (including an informal scheme or similar arrangement involving CFX) with regard to such acquisition (other than an Exempt Newco Scheme),

and such offer or scheme of arrangement (including an informal scheme or similar arrangement involving CFX) has become or been declared unconditional in all respects, and the offeror has acquired at any time during the relevant offer period a relevant interest in more than 50% of the CFX Units in issue, or the scheme of arrangement if approved and implemented will result in a person acquiring a relevant interest in more than 50% of the CFX Units that will be in issue after the scheme of arrangement is implemented, or an event occurs which has a like or similar effect (each such event a “Change of Control Event”), then upon any exercise of Conversion Rights where the Conversion Date falls during the period (the “Change of Control Event Period”) commencing on the occurrence of the Change of Control Event and ending on and including the 20th business day following the

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Change of Control Event, the Conversion Price (the “Change of Control Conversion Price”) shall be determined as set out below (but adjusted, if appropriate, under this Condition 6(C)).

⎟⎟⎠

⎞⎜⎜⎝

⎛+

=c/t)x(CP1

OCPCOCCP

where:

COCCP = the Change of Control Conversion Price;

OCP = the Conversion Price in effect immediately prior to the Change of Control Event;

CP = 27.7% (expressed as a fraction);

c = the number of days from (and including) the date on which the Change of Control Event occurs to (but excluding) the Final Maturity Date, determined on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed; and

t = the number of days from (and including) the Closing Date to (and excluding) the Final Maturity Date, determined on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

For the avoidance of doubt, the appointment of a new trustee or responsible entity will not be a Change of Control Event if the new trustee or responsible entity is (1) a member of the group of companies of which Commonwealth Bank of Australia is also a member and (2) has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act.

(11) Other Events: If the Issuer or CFX determines that an adjustment should be made to the Conversion Price as a result of one or more events or circumstances not referred to in this Condition 6, the Issuer shall, at its own expense, consult an Independent Investment Bank to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect and upon such determination by the Independent Investment Bank such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment pursuant to this Condition 6 have already resulted or will result in an adjustment to the Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Conversion Price, such modification (if any) shall be made to the operation of the provisions of this Condition 6 as may be advised by the Independent Investment Bank to be in their opinion appropriate to give the intended result.

On any adjustment, the relevant Conversion Price, if not an integral multiple of one hundredth of one Australian cent, shall be rounded down to the nearest hundredth of one Australian cent. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than 1% of the Conversion Price then in effect. Any adjustment not required to be made, and any amount by which the Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment. Notice of any adjustment shall be given to Noteholders in accordance with Condition 16 as soon as practicable after the determination thereof.

Where more than one event which gives or may give rise to an adjustment to the Conversion Price occurs within such a short period of time that in the opinion of an Independent Investment Bank, the foregoing

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provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such Independent Investment Bank to be in their opinion appropriate in order to give such intended result.

No adjustment will be made to the Conversion Price when CFX Units or other securities (including rights or options) are issued, offered or granted to employees (including directors) of the Issuer or CFX or any Subsidiary of the Issuer or CFX pursuant to any Employee Scheme.

No adjustment involving an increase in the Conversion Price will be made, except in the case of a consolidation, subdivision or reclassification of the CFX Units as referred to in Condition 6(C)(1) above.

The Trustee and the Agents shall not be under any duty to monitor whether any event or circumstance has happened or exists which may require an adjustment to be made to the Conversion Price or any calculation in connection with the Conversion Price and will not be responsible to Noteholders for any loss arising from any failure by it to do so or any lack of adjustment or adjustment of the Conversion Price.

(D) Undertakings

So long as any Note remains outstanding, save with the approval of an Extraordinary Resolution of the Noteholders or with the prior written approval of the Trustee where, in the absolute discretion of the Trustee, it is not materially prejudicial to the interests of Noteholders to give such approval, the Issuer:

will use its best endeavours to (a) maintain a quotation for all the issued CFX Units on the ASX, and (b) obtain and maintain a quotation for all the CFX Units issued on the exercise of the Conversion Rights attaching to the Notes on the ASX, and if the Issuer is unable to obtain or maintain such listing, to use it best endeavours to obtain and maintain a listing for all the issued CFX Units on such Alternative Stock Exchange as the Issuer may from time to time determine and as may be notified to the Trustee and will forthwith give notice to the Noteholders in accordance with Condition 16 below of the listing or delisting of the CFX Units (as a class) by any such stock exchange;

(xvii) will pay the expenses of the issue of, and all expenses of obtaining listing for, CFX Units arising on conversion of the Notes;

(xviii) will use its best endeavours to maintain the listing of the Notes on the SGX-ST and if the Issuer is unable to maintain such listing, to use its best endeavours to obtain and maintain a listing on another internationally recognised stock exchange and will forthwith give notice to the Noteholders in accordance with Condition 16 below of the listing or delisting of the Notes by any such stock exchange;

(xix) will not issue or pay up any securities, in either case by way of capitalisation of profits or reserves, other than (1) by the issue of fully paid CFX Units to CFX Unitholders which by their terms entitle the holders thereof to receive CFX Units on a capitalisation of profits or reserves or (2) by the issue of CFX Units paid up in full out of profits or reserves (in accordance with applicable law) and issued wholly, ignoring fractional entitlements, in lieu of the whole or part of a cash distribution or (3) by the issue of fully paid interests (other than CFX Units) to the holders of interests of the same class and other holders of interests in CFX which by their terms entitle the holders thereof to receive interests (other than CFX Units) on a capitalisation of profits or reserves or (4) by the issue of fully paid CFX Units to CFX Unitholders in accordance with the DRP or (5) by the issue of fully paid CFX Units in accordance with the Employee Scheme, unless in any such case, the same gives rise (or would, but for the fact that the adjustment would be less than 1% of the Conversion Price then in effect, give rise) to an adjustment of the Conversion Price;

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(xx) will not in any way modify the rights attaching to the CFX Units with respect to voting, distributions or liquidation nor issue any other class of interests in CFX carrying any rights which are more favourable than such rights but so that nothing in this Condition 6(D)(v) shall prevent (1) any consolidation or subdivision of the CFX Units or (2) any modification of such rights which is not determined by an Independent Investment Bank to be, materially prejudicial to the interests of Noteholders or (3) any issue of CFX Units where the issue of such CFX Units results or would, but for the fact that the adjustment would be less than 1% of the Conversion Price then in effect or that the consideration per CFX Units receivable therefor is at least 95% of the Current Market Price otherwise result in an adjustment of the Conversion Price or (4) any issue of CFX Units or modification of rights attaching to the CFX Units where prior thereto the Issuer shall have instructed an Independent Investment Bank to determine what (if any) adjustments should be made to the Conversion Price as being fair and reasonable to take account thereof and such Independent Investment Bank shall have determined either that no adjustment is required or that an adjustment resulting in a reduction of the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment is to be made and, in any such case, the date on which the adjustment shall take effect (and so that the adjustment shall be made and shall take effect accordingly);

(xxi) will procure that no securities (whether issued by CFX or any of its Subsidiaries or procured by CFX or any of its Subsidiaries to be issued) issued without rights to convert into or exchange or subscribe for CFX Units or purchase shall subsequently be granted such rights exercisable at a consideration per CFX Unit which is less than 95% of the Current Market Price at close of business on the last Trading Day preceding the date of the announcement of the proposed inclusion of such rights unless the same gives rise (or would, but for the fact that the adjustment would be less than 1% of the Conversion Price then in effect, give rise) to an adjustment of the Conversion Price and that at no time shall there be in issue CFX Units of differing nominal values, save where such CFX Units have the same economic rights;

(xxii) will not make any issue, grant or distribution or take any other action if the effect thereof would be that, on the conversion of Notes, CFX Units would (but for the provisions of Condition 6(B)) have to be issued at a discount or otherwise could not, under any applicable law then in effect, be legally issued as fully paid; and

(xxiii) will, if any offer is made to all (or as nearly as may be practicable all) CFX Unitholders (or all (or as nearly as may be practicable all) CFX Unitholders other than the offeror and/or any associate (within the meaning of Sections 10 to 17 of the Corporations Act) of the offeror) to acquire the whole or any part of the issued CFX Units, or if any person proposes a scheme of arrangement (including an informal scheme or similar arrangement involving CFX) with regard to such acquisition, provide to Noteholders any notice in connection with such offer or scheme of arrangement. The Issuer will give notice of such offer or scheme of arrangement to the Noteholders advising that details concerning such offer or scheme of arrangement may be obtained from the specified offices of the Paying, Transfer and Conversion Agents and, where such an offer or scheme of arrangement has been recommended by CFX, or where such an offer has become or been declared unconditional in all respects, CFX will use all reasonable endeavours to procure that a like offer or scheme of arrangement is extended to the holders of any CFX Units issued during the period of the offer or scheme of arrangement arising out of the exercise of the Conversion Right by the Noteholders.

(E) Notice of Change in Conversion Price

The Issuer shall give notice to the Noteholders in accordance with Condition 16 of any change in the Conversion Price. Any such notice relating to a change in the Conversion Price shall set forth the event giving

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rise to the adjustment, the Conversion Price prior to such adjustment, the adjusted Conversion Price and the effective date of such adjustment.

(F) Adjustments in accordance with law

No adjustment may be made to the Conversion Price or the Conversion Period under these Conditions if to do so would contravene applicable law or regulations (including any applicable listing rules in respect of either the CFX Units or the Notes).

7 Payments

(A) Method of Payment

Payment of principal and interest due other than on an Interest Payment Date or sums payable following the exercise of a Cash Settlement Option will be made by transfer to the registered account of the Noteholder or by Australian dollar cheque drawn on a bank in Sydney mailed to the registered address of the Noteholder if it does not have a registered account. Payment of principal will only be made after surrender of the relevant Certificate at the specified office of any of the Agents.

Interest on Notes due on an Interest Payment Date will be paid on the due date for the payment of interest to the holder shown on the Register at the close of business on the fifteenth day before the due date for the payment of interest (the “Interest Record Date”). Payments of interest on each Note will be made by transfer to the registered account of the Noteholder or by Australian dollar cheque drawn on a bank in Sydney mailed to the registered address of the Noteholder if it does not have a registered account.

References in these Conditions, the Trust Deed and the Agency Agreement to principal in respect of any Note shall, where the context so permits, be deemed to include a reference to any premium payable thereon.

(B) Registered Accounts

For the purposes of this Condition 7, a Noteholder’s registered account means the Australian dollar account maintained by or on behalf of it with a bank in Sydney, details of which appear on the Register at the close of business on the second business day (as defined below) before the due date for payment, and a Noteholder's registered address means its address appearing on the Register at that time.

(C) Fiscal Laws

All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 9. No commissions or expenses shall be charged to the Noteholders in respect of such payments.

(D) Payment Initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a business day (as defined below), for value on the first following day which is a business day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder) on the due date for payment (or, if it is not a business day, the immediately following business day) or, in the case of a payment of principal, if later, on the business day on which the relevant Certificate is surrendered at the specified office of an Agent. F

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(E) Default Interest and Delay In Payment

If the Issuer fails to pay any sum in respect of the Notes when the same becomes due and payable under these Conditions, interest shall accrue on the overdue sum at the rate of 5% per annum from the due date. Such default interest shall accrue on the basis of the actual number of days elapsed and a 360-day year.

Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a business day, if the Noteholder is late in surrendering its Certificate (if required to do so) or if a cheque mailed in accordance with this Condition 7 arrives after the due date for payment.

(F) Business Day

In this Condition 7, “business day” means a day other than a Saturday or Sunday on which commercial banks are open for business in Sydney and the city in which the specified office of the Principal Agent is located and, in the case of the surrender of a Certificate, in the place where the Certificate is surrendered. If an amount which is due on the Notes is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

(G) Fractions

When making payments to Noteholders, such payments will be rounded down to the nearest Australian cent.

(H) Partial payments

If the amount of principal or premium, if any, which is due on the Notes on any day is not paid in full, the Registrar will annotate the register of Noteholders and any Certificates surrendered for payment with a record of the amount of principal or premium, if any, in fact paid and the date of such payment.

8 Redemption, Purchase and Cancellation

(A) Maturity

Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Note at its principal amount together with accrued but unpaid interest thereon (the “Final Maturity Amount”) on 4 July 2016 (the “Maturity Date”). The Issuer may not redeem the Notes at its option prior to that date except as provided in Conditions 8(B)(1) or 8(C) below (but without prejudice to Condition 10).

(B) Redemption for Taxation Reasons

(1) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice (a “Tax Redemption Notice”) to the Noteholders in accordance with Condition 16 (which notice shall be irrevocable) at their Early Redemption Amount together with accrued but unpaid interest (the date of such redemption, the “Tax Redemption Date”), if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 9 as a result of any change in, or amendment to, the laws or regulations of Australia or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 21 June 2011, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to

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pay such Additional Tax Amounts were a payment in respect of the Notes then due. Prior to the publication of any Tax Redemption Notice pursuant to this paragraph, the Issuer shall deliver to the Trustee (a) a certificate signed by two directors of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and (b) an opinion of independent legal or tax advisors of recognised standing to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective). The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Noteholders. Upon the expiry of the Tax Redemption Notice, the Issuer will be bound to redeem the Notes at their Early Redemption Amount together with accrued but unpaid interest.

(2) If the Issuer gives a notice of redemption pursuant to this Condition 8(B), each Noteholder will have the right to elect that his Notes shall not be redeemed and that the provisions of Condition 9 shall not apply in respect of any payment to be made on such Notes which falls due after the relevant Tax Redemption Date whereupon no additional amounts shall be payable in respect thereof pursuant to Condition 9 and payment of all amounts on the Notes shall be made subject to the deduction or withholding of the taxation required to be withheld or deducted by the Commonwealth of Australia or any political subdivision or any authority thereof or therein having power to tax. To exercise such right, the holder of the relevant Note must complete, sign and deposit at the specified office of any Paying, Transfer and Conversion Agent a duly completed and signed notice of election, in the form for the time being current, obtainable from the specified office of any Paying, Transfer and Conversion Agent together with the relevant Notes on or before the day falling 10 days prior to the Tax Redemption Date.

(C) Redemption at the Option of the Issuer

On giving not less than 30 nor more than 90 days’ notice to the Noteholders and the Trustee (which notice will be irrevocable), the Issuer:

(i) may at any time on or after 18 July 2014 redeem all, but not some only, of the Notes for the time being outstanding at their Early Redemption Amount together with accrued but unpaid interest on the Redemption Date, provided that the closing price of the CFX Units (as published by or derived from the Relevant Stock Exchange, for any 20 Trading Days out of 30 consecutive Trading Days, the last of which falls not earlier than 14 days prior to the date upon which notice of such redemption is published was at least 130% of the Conversion Price in effect on such Trading Day; or

(ii) may at any time redeem all, but not some only, of the Notes for the time being outstanding at their Early Redemption Amount together with accrued but unpaid interest provided that at any time prior to the date of such notice at least 90% in principal amount of the Notes originally issued (including any Notes issued in accordance with Condition 15 and consolidated to form a single series with the Notes) has already been converted, redeemed or purchased and cancelled.

If there shall occur an event giving rise to a change in the Conversion Price during any such 30 Trading Day period, appropriate adjustments for the relevant days shall be made, as determined by two Independent Investment Banks, for the purpose of calculating the closing price for such days. F

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(D) Redemption for Delisting or Change of Control

Following the occurrence of a Relevant Event (as defined below), the holder of each Note will have the right at such holder’s option, to require the Issuer to redeem all or some only of such holder’s Notes on the Relevant Event Redemption Date at their Early Redemption Amount together with accrued but unpaid interest. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying, Transfer and Conversion Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying, Transfer and Conversion Agent (“Relevant Event Redemption Notice”), together with the Certificate evidencing the Notes to be redeemed by not later than 60 days following a Relevant Event, or, if later, 60 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 16. The “Relevant Event Redemption Date” shall be the fourteenth day after the expiry of the last expiring period of 60 days as referred to above.

A Relevant Event Redemption Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent and the Issuer shall redeem the Notes the subject of the Relevant Event Redemption Notice as aforesaid on the Relevant Event Redemption Date. The Issuer shall give notice to Noteholders in accordance with Condition 16 by not later than 14 days following the first day on which it becomes aware of the occurrence of a Relevant Event, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 8(D) and shall give brief details of the Relevant Event.

The Trustee shall not be required to take any steps to ascertain whether a Relevant Event or any event which could lead to the occurrence of a Relevant Event has occurred and the Trustee shall be entitled to assume that no such event has occurred and will not be responsible to the Noteholder for any loss arising from a failure to take any action.

A “Relevant Event” occurs:

when the CFX Units (a) cease to be listed or admitted to trading on the Relevant Stock Exchange or (b) are suspended for trading for a period of 30 consecutive Trading Days; or

when there is a Change of Control Event (as defined in Condition 6(C)(10)).

(E) Redemption at the Option of the Noteholders

On 4 July 2014 (the “Put Option Date”), the holder of each Note will have the right, at such holder’s option, to require the Issuer to redeem all or some only of the Notes of such holder on the Put Option Date at their principal amount together with accrued but unpaid interest thereon. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying, Transfer and Conversion Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying, Transfer and Conversion Agent (a “Put Exercise Notice”), together with the Certificate evidencing the Notes to be redeemed by not earlier than 60 days and not later than 30 days prior to the Put Option Date.

A Put Exercise Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent and the Issuer shall redeem the Notes the subject of the Put Exercise Notice as aforesaid on the Put Option Date.

(F) Purchase

Subject to applicable law or relevant listing rules, CFX or any of its Subsidiaries may at any time and from time to time purchase Notes at any price in the open market or otherwise.

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(G) Cancellation

All Notes which are redeemed, converted or purchased by CFX or any of its Subsidiaries, either (i) if redeemed or converted, must be forwarded to or to the order of the Registrar and such Notes may not be reissued or resold or (ii) if purchased, may be reissued or resold.

(H) Redemption Notices

All notices to Noteholders given by or on behalf of the Issuer pursuant to this Condition 8 will specify (i) the Conversion Price as at the date of the relevant notice, (ii) the Conversion Period, (iii) the closing price of the CFX Units as at the latest practicable date prior to the publication of the notice, (iv) the applicable Early Redemption Amount (together with accrued but unpaid interest), (v) the date for redemption, (vi) the manner in which redemption will be effected and (vii) the aggregate principal amount of the Notes outstanding as at the latest practicable date prior to the publication of the notice.

9 Taxation

All payments made by the Issuer under or in respect of the Notes, the Trust Deed or the Agency Agreement will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer will pay such additional amounts (the “Additional Tax Amounts”) as will result in the receipt by the Noteholders of the net amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by them had no such deduction or withholding been required except that no such additional amount shall be payable in respect of any Note:

Other connection: to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with Australia otherwise than merely by holding the Note or by the receipt of amounts in respect of the Note;

(xxiv) Presentation more than 30 days after the relevant date: (in the case of a payment of principal) if the Certificate in respect of such Note is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days;

(xxv) Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26th-27th November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;

(xxvi) Payment by another Paying, Transfer and Conversion Agent: presented for payment by or on behalf of a Noteholder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying, Transfer and Conversion Agent in a Member State of the European Union; or

(xxvii) Associate of CMIL or CFX: to, or to a third party on behalf of, a Noteholder who is liable to such taxes, duties, assessments or governmental charges by reason of the holder being an associate of CMIL or CFX for the purposes of section 128FA of the Income Tax Assessment Act 1936 of Australia (as amended).

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For the purposes hereof, “relevant date” means whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received by the Trustee or the Principal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Noteholders and cheques despatched or payment made.

References in these Conditions to principal and premium (if any) shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Trust Deed.

10 Events of Default

(A) Events of Default

The Trustee at its sole discretion may, and if so requested in writing by the holders of not less than 25% in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject to being indemnified and/or secured and/or pre-funded by the holders to its satisfaction), give notice to the Issuer that the Notes are, and they shall accordingly thereby become, immediately due and repayable at their Early Redemption Amount together with accrued but unpaid interest (subject as provided below and without prejudice to the right of Noteholders to exercise the Conversion Right in respect of their Notes in accordance with Condition 6) if:

Non-Payment: a default is made for more than one day in the payment of any principal or three days in the payment of any interest or any other amount due in respect of the Notes;

(xxviii) Breach of Other Obligations: the Issuer does not perform or comply with one or more of its other obligations in the Notes or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days after written notice of such default shall have been given to the Issuer by the Trustee;

(xxix) Failure to deliver CFX Units: any failure by the Issuer to deliver or procure the delivery of any CFX Units as and when the CFX Units are required to be delivered following Conversion of Notes and such failure continues for more than three days;

(xxx) Scheme: in relation to CFX, any of the following events provided it has a material adverse effect on the ability of the Issuer to meet its obligations in respect of the Notes:

the Constitution does not at any time contain such particulars of the terms of CFX and of rights and entitlements of the unitholders of CFX as are required by law to be set out in the Constitution and that default is not remedied within 30 Sydney business days after written notice of such default shall have been given to the Issuer by the Trustee;

CMIL does any act or thing which constitutes a material breach of the Constitution and that default is not remedied within 30 Sydney business days after written notice of such default shall have been given to the Issuer by the Trustee;

CFX is held by a court or is conceded by CMIL not to have been constituted or to have been imperfectly constituted;

(xxxi) Authorisation and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (a) to enable CFX lawfully to enter into, exercise its rights and perform and comply with its obligations under the Notes and the Trust Deed, (b) to ensure that those obligations are legally binding and enforceable and (c) to make the Notes and the Trust Deed admissible in evidence in the courts of Australia is not taken, fulfilled or done and such

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default is not remedied within 30 days after written notice of such default shall have been given to the Issuer by the Trustee;

(xxxii) Cross default: (i) the Issuer or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any indebtedness that is outstanding in an aggregate principal amount of at least A$20,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (ii) the Issuer or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any indebtedness in an aggregate outstanding principal amount of at least A$20,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of indebtedness to convert such indebtedness into equity interests), the Issuer or any Subsidiary has become obligated to purchase or repay indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least A$20,000,000 (or its equivalent in the relevant currency of payment);

(xxxiii) Insolvency: (i) CFX is insolvent within the meaning of section 95A of the Corporations Act; or (ii) the Issuer or any Subsidiary which is the trustee of a Subtrust (x) is insolvent within the meaning of section 95A of the Corporations Act and is not replaced as the trustee of CFX or the relevant Subtrust (as applicable) within 60 days after it becomes aware of the above circumstance by a member of the group of companies of which Commonwealth Bank of Australia is also a member which has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed, and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act;

(xxxiv) Removal as trustee of CFX: a circumstance specified in section 461 of the Corporations Act occurs with respect to the Issuer or any Subsidiary which is the trustee of a Subtrust and it is not replaced as the trustee of CFX or the relevant Subtrust (as applicable) within 60 days after the occurrence of the circumstance by a member of the group of companies of which Commonwealth Bank of Australia is also a member which has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act;

(xxxv) Winding up of Issuer or Subsidiary: (i) an order is made for the winding up of the Issuer or any Subsidiary, (ii) proceedings are commenced or an application is made for the winding up of the Issuer or any Subsidiary and not withdrawn or dismissed within 5 Sydney business days or (iii) an effective resolution is passed or a meeting is summoned or convened to consider a resolution for the winding up of the Issuer or any Subsidiary, except as previously approved by an Extraordinary Resolution of Noteholders (if it relates to CFX’s or any Subtrust’s assets), or unless it is replaced as the trustee of CFX or the relevant Subtrust (as applicable) within 60 days of the relevant event occurring by a member of the group of companies of which Commonwealth Bank of Australia is also a member which has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act;

(xxxvi) Winding up of CFX: (i) the relevant beneficiaries or unitholders resolve to wind up CFX, (ii) the relevant beneficiaries or unitholders resolve to wind up a Subtrust except in the ordinary course of CFX’s business or upon a sale or disposition of any property or assets of such Subtrust or (iii) the

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Issuer or any Subsidiary is required to wind up CFX under the Constitution or any Subtrust under the document establishing that Subtrust or under applicable law;

(xxxvii) Appointment of administrator: unless previously approved by an Extraordinary Resolution of Noteholders, an administrator is appointed to any of CFX’s or any Subsidiary’s assets or the Issuer or any Subsidiary requests such appointment;

(xxxviii) Execution or distress: execution or distress takes place or is attempted or an order to execute a judgment (however described) is made against the Issuer or any Subsidiary in respect of any of CFX’s or any Subsidiary’s assets or is made against any of CFX’s or any Subsidiary’s assets;

(xxxix) Payment suspension: the Issuer or any Subsidiary stops or suspends payment to creditors of the Issuer or of such Subsidiary generally or enters into an arrangement, assignment or composition with or for the benefit of CFX’s or any Subsidiary’s creditors generally or any class of them or proposes to do so other than with an Extraordinary Resolution of Noteholders when CFX is solvent and the Issuer is entitled to be fully indemnified out of the property of CFX in respect of all liabilities incurred by it as responsible entity of CFX under the Trust Deed and the Notes and there is no claim against the Issuer which would reduce (by set off or otherwise) the amount the Issuer could recover in satisfaction of such indemnity in respect of such liabilities;

(xl) Analogous events: any event occurs with respect to the Issuer or any Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in paragraphs (vi) to (xii) of this Condition 10(A), provided that the applicable grace period and cure right, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in the relevant paragraph;

(xli) Appointment of new trustee or responsible entity in the absence of consent: unless previously approved by an Extraordinary Resolution of Noteholders, a new or additional trustee or responsible entity is appointed in respect of CFX (other than a member of the group of companies of which Commonwealth Bank of Australia is also a member which has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act) or the Constitution is amended so as to materially and adversely affect the Issuer’s ability to perform its obligations under the Trust Deed or the Notes;

(xlii) Loss of authorisation: the Issuer or any Subsidiary which is the trustee of a Subtrust, as the case may be, ceases to be authorised under the terms of CFX or that Subtrust to hold the property of the relevant trust in its name and (as applicable) to perform its obligations under the Trust Deed or the Notes (unless replaced by a member of the group of companies of which Commonwealth Bank of Australia is also a member which, in the case of a replacement trustee and responsible entity, has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act or unless replaced by a trustee or responsible entity, as the case may be, acceptable to the Trustee);

(xliii) Regulatory proceedings: if (i) a notice is lodged with the Australian Securities and Investments Commission under section 601JC(1)(c) of the Corporations Act; (ii) a meeting of members is not held within 28 days of notice under section 601NC of the Corporations Act being given to members; (iii) an application is made in any court for an order under section 601ND of the Corporations Act and the application is not stayed, withdrawn or dismissed within 30 days; (iv) an action is commenced against the Issuer under section 601MA of the Corporations Act for an amount in excess of A$20,000,000 (or its equivalent in the relevant currency of payment) (other than an action which is determined by

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Noteholders by way of an Extraordinary Resolution to be frivolous or vexatious, or which is refused, withdrawn, dismissed or stayed indefinitely within 30 days); (v) the Issuer breaches a term or condition of its Australian Financial Services Licence (as defined in the Corporations Act) in a manner that could reasonably be expected to have a Material Adverse Effect and is not replaced as the trustee or responsible entity of CFX within 60 days by (A) a member of the group of companies of which Commonwealth Bank of Australia is also a member which has entered into an agreement with the Trustee to perform all of the obligations of the Issuer under the Trust Deed and the Notes which are not novated to it pursuant to the operation of Division 3 of Part 5C.2 of the Corporations Act or (B) by a trustee or responsible entity which is approved by the Noteholders by way of an Extraordinary Resolution; or (vi) the Issuer ceases to be entitled to be indemnified out of the assets of CFX in respect of its obligations under the Trust Deed and the Notes or to have a Lien over them without the prior consent of the Noteholders by way of an Extraordinary Resolution;

(xliv) Final judgment: a final judgment or judgments for the payment of money aggregating in excess of A$20,000,000 (or its equivalent in the relevant currency of payment) are rendered against one or more of the Issuer and any Subsidiary and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay;

(xlv) Deregistration of CFX: anything is done or permitted to be done that results in deregistration of CFX as a managed investment scheme under Part 5C.10 of the Corporations Act; or

(xlvi) Application made under section 601NF: an application for an order under section 601NF of the Corporations Act is made (and not stayed, withdrawn or dismissed within 30 days) in any court by either a director of the Issuer or a member of CFX having (or members of CFX who hold in total) 5% or more of the units of CFX.

The Trustee need not do anything to ascertain whether any Event of Default or Potential Event of Default has occurred and will not be responsible to Noteholders or any other person for any loss arising from any failure by it to do so, and, until the relevant officers of the Trustee that are responsible for the day to day operations of the trusts under the Trust Deed have actual knowledge or the Trustee otherwise has express notice to the contrary, the Trustee may assume that no such event has occurred and that the Issuer is performing all its obligations under the Trust Deed and the Notes.

(B) Default Cure Amount

Notwithstanding receipt of any payment after the acceleration of the Notes, a Noteholder may exercise its Conversion Right by depositing a Conversion Notice with a Paying, Transfer and Conversion Agent during the period from and including the date of a default notice with respect to an event specified in Condition 10(A) above (at which time the Issuer will notify the Noteholders of the number of CFX Units per Note to be delivered upon conversion, assuming all the then outstanding Notes are converted) to and including the 30th business day after such payment.

If any converting Noteholder deposits a Conversion Notice pursuant to this Condition 10(B) on the business day prior to, or during, a Closed Period, the Noteholder’s Conversion Right shall continue until the business day following the last day of the Closed Period, which shall be deemed the Conversion Date, for the purposes of such Noteholder’s exercise of its Conversion Right pursuant to this Condition 10(B).

If the Conversion Right attached to any Note is exercised pursuant to this Condition 10(B), the Issuer will deliver CFX Units (which number will be disclosed to such Noteholder as soon as practicable after the Conversion Notice is given) in accordance with the Conditions, except that the Issuer shall have twelve business days before it is required to register the converting Noteholder (or its designee) in its register of

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members as the owner of the number of CFX Units to be delivered pursuant to this Condition and an additional five business days from such registration date to make payment in accordance with the following paragraph.

If the Conversion Right attached to any Note is exercised pursuant to this Condition 10, or if the Notes have become due and payable pursuant to Condition 10(A)(iii), the Issuer shall, at the request of the converting Noteholder, pay to such Noteholder an amount in Australian dollars (the “Default Cure Amount”) equal to the product of (x) (i) the number of CFX Units that are required to be delivered by the Issuer to satisfy the Conversion Right in relation to such converting Noteholder minus (ii) the number of CFX Units that are actually delivered by the Issuer pursuant to such Noteholders’ Conversion Notice and (y) the CFX Unit Price (as defined below) on the Conversion Date; provided that if such Noteholder has received any payment under the Notes pursuant to this Condition 10(B), the amount of such payment shall be deducted from the Default Cure Amount.

11 Prescription

Claims in respect of amounts due in respect of the Notes will become prescribed unless made within 10 years (in the case of principal) and five years (in the case of interest or premium (if any) or other amounts other than principal) from the relevant date (as defined in Condition 9) in respect thereof. Neither the Trustee nor the Agents shall be responsible or liable for any amounts so prescribed.

12 Enforcement

At any time after the Notes have become due and repayable, the Trustee may, at its sole discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce repayment of the Notes and to enforce the provisions of the Trust Deed, but it will not be bound to take any such proceedings unless (a) it shall have been so requested in writing by the holders of not less than 25% in principal amount of the Notes then outstanding or shall have been so directed by an Extraordinary Resolution of the Noteholders and (b) it shall have been indemnified and/or secured and or pre-funded to its satisfaction. No Noteholder will be entitled to proceed directly against the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable period and such failure shall be continuing. The Trustee shall not incur any liability for taking or refraining from taking any such actions unless so bound.

13 Meetings of Noteholders, Modification, Waiver and Substitution

(A) Meetings

The Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing over 50% in principal amount of the Notes for the time being outstanding or, at any adjourned such meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes so held or represented unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the due date for any payment in respect of the Notes, (ii) to reduce or cancel the amount of principal, interest or premium (if any) (including any Early Redemption Amount together with accrued but unpaid interest) payable in respect of the Notes or changing the method of calculation of the Early Redemption Amount together with accrued but unpaid interest, (iii) to change the currency of payment of the Notes, (iv) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (v) to modify the provisions concerning the quorum required at any meeting of the Noteholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66%, or at any adjourned such meeting not less

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than 33%, in principal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders will be binding on all Noteholders, whether or not they are present at the meeting. The Trust Deed provides that a written resolution signed by or on behalf of the holders of not less than 90% of the aggregate principal amount of Notes outstanding shall be as valid and effective as a duly passed Extraordinary Resolution.

(B) Modification and Waiver

The Trustee may agree, without the consent of the Noteholders, to (i) any modification (except as mentioned in Condition 13(A) above) to, or the waiver or authorisation of any breach or proposed breach of, the Notes, the Agency Agreement or the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders or (ii) any modification to the Notes or the Trust Deed which, in the Trustee's opinion, is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of law. Any such modification, waiver or authorisation will be binding on the Noteholders and, unless the Trustee agrees otherwise, any such modifications will be notified by the Issuer to the Noteholders in accordance with Condition 16 as soon as practicable thereafter.

(C) Interests of Noteholders

In connection with the exercise of its functions (including but not limited to those in relation to any proposed modification, authorisation, waiver or substitution) the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders and the Trustee shall not be entitled to require on behalf of any Noteholder, nor shall any Noteholder be entitled to claim, from the Issuer or the Trustee, any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders except to the extent provided for in Condition 9 and/or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

(D) Certificates/Reports

Any certificate or report of any expert or other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these Conditions or the Trust Deed may be relied upon by the Trustee as sufficient evidence of the facts therein (and shall, in absence of manifest error, be conclusive and binding on the Noteholders and all parties) notwithstanding that such certificate or report and/or engagement letter or other document entered into by the Trustee and/or the Issuer in connection therewith contains a monetary or other limit on the liability of the relevant expert or person in respect thereof.

14 Replacement of Certificates

If any Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar or any other Agent upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer and/or such Agent may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

15 Further Issues

The Issuer may from time to time, without the consent of the Noteholders, create and issue further notes having the same terms and conditions as the Notes in all respects (other than the first payment of interest) and so that such further issue shall be consolidated and form a single series with the Notes. Such further notes may be constituted by a deed supplemental to the Trust Deed. In addition, the Issuer may also from time to time, without the consent of the Noteholders, create and issue notes upon such terms as to interest, conversion, premium, redemption or otherwise as the Issuer may determine at the time of issue.

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16 Notices

All notices to Noteholders shall be validly given if mailed to them at their respective addresses in the register of Noteholders maintained by the Registrar or published in a leading newspaper having general circulation in Asia (which is expected to be The Asian Wall Street Journal) and so long as the Notes are listed on SGX-ST and if the rules of SGX-ST so require, published in a leading newspaper having general circulation in Singapore (which is expected to be The Business Times). If in the absolute discretion of the Trustee any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Asia and/or Australia. Any such notice shall be deemed to have been given on the later of the first date of such publication and the seventh day after being so mailed, as the case may be.

17 Agents

The names of the Registrar and the other initial Agents and their specified offices are set out below. The Issuer reserves the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of the Registrar or any other Agents and to appoint additional or other Agents or a replacement Registrar. The Issuer will at all times maintain (a) a Principal Agent, (b) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Directive 2003/48/EC or any other European Directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform, to such Directive, and (c) a Registrar which will maintain the register of Noteholders outside Hong Kong and the United Kingdom. Notice of any such termination or appointment, of any changes in the specified offices of the Registrar or any other Agents and of any change in the identity of the Registrar or the Principal Agent will be given promptly by the Issuer to the Noteholders and in any event not less than 45 days’ notice will be given.

18 Indemnification

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified and/or secured and/or pre-funded to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit.

19 Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Notes or any provision of the Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

20 Governing Law and Submission to Jurisdiction

The Notes, the Trust Deed and the Agency Agreement are governed by, and shall be construed in accordance with, the laws of England. In relation to any legal action or proceedings arising out of or in connection with the Trust Deed or the Notes the Issuer has in the Trust Deed irrevocably submitted to the jurisdiction of the courts of England and in relation thereto has appointed First State Investments, currently at 3rd Floor, 30 Cannon Street, London EC4M 6YQ as its agent for service of process in England.

21 Issuer as Responsible Entity

21.1 The Issuer enters into the Transaction Documents only in its capacity as responsible entity of CFX and in no other capacity. A liability arising under or in connection with the Transaction Documents can be enforced against the Issuer only to the extent to which it can be satisfied out of the property of CFX out of which the Issuer is actually indemnified for the liability. This limitation of the Issuer’s liability applies, subject to Condition 21.3 below, despite any other provision of the Transaction Documents and extends to all liabilities and obligations of the Issuer in any way connected with any

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representation, warranty, conduct, omission, agreement or transaction related to the Transaction Documents.

21.2 The holders of Notes may not take any action to seek recourse to any assets held by the Issuer in any capacity other than as responsible entity of CFX, including to seek the appointment of a receiver (except in relation to the property of CFX), a liquidator, an administrator or any similar person to the Issuer or prove in any liquidation, administration or arrangement of or affecting the Issuer (except in relation to property of CFX).

21.3 The provisions of this Condition 21 do not apply to any obligation or liability of the Issuer to the extent that it is not satisfied because:

under the Constitution or by operation of law there is a reduction in the extent of the Issuer’s indemnification out of the assets of CFX as a result of the Issuer’s fraud, negligence or breach of trust; or

(i) the Issuer failed to exercise any right of indemnity it has under the Constitution in respect of that obligation or liability.

21.4 No act or omission of the Issuer (including any related failure to satisfy its obligations under a Transaction Document) will be considered fraud, negligence or breach of trust of the Issuer for the purpose of Condition 21.3 above to the extent to which the act or omission was caused or contributed to by any failure by any other person (other than a person referred to in section 601FB(2) of the Corporations Act) to fulfil its obligations relating to CFX or by any other act or omission of any other person (other than a person referred to in section 601FB(2) of the Corporations Act).

21.5 No attorney, agent, receiver or receiver and manager appointed by a person other than by the Issuer to act on behalf of the Issuer in accordance with a Transaction Document has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability and no act or omission of any such Person will be considered fraud, negligence or breach of trust of the Issuer for the purpose of Condition 21.3 above.

21.6 The Issuer is not obliged to enter into any commitment or obligation under a Transaction Document unless the Issuer’s liability is limited in accordance with this Condition 21.

22 Definitions and Interpretation

In these Conditions:

“Alternative Stock Exchange” means at any time, in the case of the CFX Units, if they are not at that time quoted on the ASX, the principal stock exchange or securities market on which the CFX Units are then quoted or dealt in.

“ASX” means the stock market operated by ASX Limited (ABN 98 008 624 691).

“Australian dollars”, “A$” and “cents” mean the lawful currency of the Commonwealth of Australia.

“Cash Settlement Amount” means the product of (a) the number of CFX Units otherwise deliverable upon exercise of the Conversion Right in respect of the Note(s) to which the Conversion Notice applies, and in respect of which the Issuer has exercised the Cash Settlement Option and (b) the Market Price of the CFX Units.

“CFX” means the registered management investment scheme known as the CFS Retail Property Trust (ARSN 090 150 280) registered under section 601EB of the Corporations Act. References to CFX doing, or not doing, any act, matter or thing include a reference to the Responsible Entity of CFX (being, as at the Closing Date, CMIL) doing, or not doing, that act, matter or thing on behalf of CFX.

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“CFX Unit” has the meaning ascribed to it in Condition 6(A)(v).

“CFX Unit Price” means the closing price of the CFX Units as quoted by the ASX or, as the case may be, the Alternative Stock Exchange on the Conversion Date or, if no reported sales take place on such date, the average of the reported closing bid and offered prices, in either case as reported by the ASX or other applicable securities exchange on which the CFX Units are listed for such day as furnished by a reputable and independent broker-dealer selected from time to time by the Trustee at the expense of the Issuer for such purpose.

“CMIL” means Commonwealth Managed Investments Limited (ABN 33 084 098 180) as Responsible Entity of CFX. For the avoidance of doubt, references to CMIL include any successor or other entity as Responsible Entity of CFX in accordance with the Corporations Act.

“Consolidated Total Tangible Assets” means, as of any date, the Tangible Assets of CFX and each Subtrust, as would be shown in the consolidated financial statements of CFX and the Subtrusts prepared as of such date in accordance with generally accepted accounting principles in effect from time to time in Australia.

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia.

“Current Market Price” means, in respect of a CFX Unit at or on a particular date, the arithmetic average of the Volume Weighted Average Price of a CFX Unit for the 10 consecutive Stock Exchange Business Days ending on (and including) the Stock Exchange Business Day immediately preceding such date; provided that if at any time during the said 10 business day period the Volume Weighted Average Price shall have been based on a price ex-Distribution or ex- any other entitlement and during some other part of that period the Volume Weighted Average Price shall have been based on a price cum-Distribution or cum- any other entitlement, then:

if the relevant CFX Unit to be issued does not rank for the Distribution or entitlement in question, the Volume Weighted Average Price on the dates on which the CFX Unit shall have been based on a price cum-Distribution or cum- any other entitlement shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Distribution or entitlement per CFX Unit as at the date of first public announcement of such Distribution or entitlement (excluding, in any case, any associated tax credit); or

if the relevant CFX Unit to be issued does rank for the Distribution or entitlement in question, the Volume Weighted Average Price on the dates on which the CFX Units shall have been based on a price ex-Distribution or ex- any other entitlement shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount,

and provided further that, if the Volume Weighted Average Price of a CFX Unit is not available on one or more of the said 20 Stock Exchange Business Days, then the average of such Volume Weighted Average Prices which are available in that 20 Stock Exchange Business Day period shall be used (subject to a minimum of two such prices) and if only one, or no, such Volume Weighted Average Price is available in the relevant period the Current Market Price shall be determined in good faith by an Independent Investment Bank.

In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Investment Bank considers appropriate to reflect any consolidation or sub-division of the CFX Units or any issue of CFX Units by way of a return of capital, capitalisation of profits or reserves, or any like or similar event.

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“Distribution” means any dividend or distribution (including a Spin-Off) whether of cash, assets or other property, whether paid out of income or capital, and whenever paid or made and however described (and for these purposes a distribution of assets includes without limitation a return of capital or an issue of CFX Units or other Securities (other than Securities of the Issuer) out of capital or credited as fully or partly paid up by way of capitalisation of profits or reserves) provided that for the purposes of Condition 6(C):

where a cash Distribution is announced which is to be, or may at the election of a CFX Unitholder or CFX Unitholders be, satisfied by the issue or delivery of CFX Units pursuant to the DRP, then for the purposes of this definition the Distribution in question shall be such cash Distribution, provided that the discount per CFX Unit under the DRP at which CFX Units may be issued pursuant to the DRP (the “DRP Discount”) in respect of such Distribution is equal to or less than 5%; and if not, the Distribution shall be treated as a cash Distribution calculated in accordance with the following formula:

A B

where:

A = the announced cash Distribution; and

B = One minus the DRP Discount;

(ii) any issue of CFX Units falling within Condition 6(C)(2) shall be disregarded;

(iii) a purchase, redemption or buy back of equity capital of CFX Units by, or on behalf of, CFX or any Subsidiary of CFX shall not constitute a Distribution unless, in the case of purchases or buy backs of CFX Units, the weighted average price per CFX Unit (before expenses) on any one day (a “Specified CFX Unit Day”) in respect of such purchases or buy backs (translated, if not in Australian dollars, into Australian dollars at the spot rate ruling at the close of business on such day as determined in good faith by an Independent Investment Bank (or if no such rate is available on that date, the equivalent rate on the immediately preceding date on which such rate is available)) exceeds by more than 5% the average of the closing prices of the CFX Units on the Relevant Stock Exchange (as published by or derived from the Relevant Stock Exchange) on the 10 Stock Exchange Business Days immediately preceding the Specified CFX Unit Day or, where an announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases approved by a general meeting of CFX Unitholders or any notice convening such a meeting of CFX Unitholders) has been made of the intention to purchase CFX Units at some future date at a specified price, on the 10 Stock Exchange Business Days immediately preceding the date of such announcement, in which case such purchase shall be deemed to constitute a Distribution in Australian dollars to the extent that the aggregate price paid (before expenses) in respect of such CFX Units so purchased (translated where appropriate into Australian dollars as provided above) exceeds the product of (a) the average closing price of the CFX Units determined as aforesaid and (b) the number of CFX Units so purchased; and

(iv) a purchase by, or on behalf of, CFX or any Subsidiary of CFX of any depositary or other receipts or certificates representing CFX Units, the provisions of paragraph (iii) shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Investment Bank.

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“DRP” means the Distribution Reinvestment Plan of CFX in effect on 21 June 2011 or any amendment or successor plan thereto.

“Early Redemption Amount” means an amount equal to 100% of the principal amount of the Notes redeemed.

“Employee Scheme” means any scheme approved by the Issuer at a general meeting and in compliance with the requirements of the listing rules of ASX (or if applicable, the Alternative Stock Exchange) pursuant to which CFX Units or other securities (including rights or options) are or may be issued, offered or granted to employees (including directors) or former employees of the Issuer, its Subsidiaries and/or affiliated companies, or persons related to such employees (including directors) or former employees or eligible participants of such scheme.

“Exempt Newco Scheme” means a Newco Scheme where immediately after completion of the relevant scheme of arrangement (including an informal scheme or similar arrangement involving CFX) the ordinary shares or units (or equivalent) of Newco are (i) admitted to listing on the ASX, or (ii) admitted to listing on such other regulated, regularly operating, recognised stock exchange of Securities as Issuer or Newco may determine.

“Existing CFX Unitholders” means the holders of the issued and outstanding CFX Units immediately prior to a Newco Scheme.

“Fair Market Value” means, with respect to any assets, security, option, warrants or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by an Independent Investment Bank provided that (i) the fair market value of a cash Distribution paid or to be paid per CFX Unit shall be the amount of such cash Distribution per CFX Unit determined as at the date of announcement of such Distribution; (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such Independent Investment Bank) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded.

“Financing Assets” has the meaning ascribed to it in Condition 4(iv)(c)(x).

“Independent Investment Bank” means an independent investment bank of international repute (acting as expert) selected by the Issuer and approved by the Trustee.

“Issue Price” means 100% of the principal amount of the Notes.

“Market Capitalisation of CFX” means on any Stock Exchange Business Day the number of CFX Units in issue on such business day multiplied by the then Current Market Price and for these purposes, in determining the Current Market Price, the Volume Weighted Average Price shall be measured over a period of 10 consecutive Stock Exchange Business Days commencing on (and including) the 30th Stock Exchange Business Day prior to the Maturity Date.

“Market Price” means the arithmetic average of the Volume Weighted Average Price of the CFX Units for each day during the 10 consecutive Stock Exchange Business Days immediately after the Cash Settlement Notice Date.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Issuer (in its capacity as Responsible Entity for CFX), CFX and the Subsidiaries of the Issuer taken as a whole, or (b) the ability of the Issuer to perform its

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obligations under the Trust Deed and the Notes, or (c) the validity or enforceability of the Trust Deed and the Notes.

“Newco Scheme” means a scheme of arrangement (including an informal scheme or similar arrangement involving CFX) pursuant to which a limited liability company and/or a unit trust (“Newco”) acquires all the issued and outstanding CFX Units and where the Existing CFX Unitholders are, immediately after completion of the scheme of arrangement, the only members or shareholders or unitholders (or equivalent) of Newco and where all Subsidiaries of CFX immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of CFX) are Subsidiaries of CFX (or of Newco) immediately after the scheme of arrangement.

“Redemption Date” means, with respect to any Note, (i) the date fixed for redemption of such Note pursuant to a notice of redemption given by the Issuer in accordance with the provisions of the Trust Deed or (ii) the Maturity Date of such Note if such Note has not been redeemed, purchased and cancelled or converted in accordance with its terms prior to the Maturity Date.

“Relevant Cash Dividend” means any cash dividend specifically declared by CFX.

“Relevant Stock Exchange” means at any time, in respect of the CFX Units, the ASX or the Alternative Stock Exchange.

“Securities” means any securities including, without limitation, (i) the CFX Units, and (ii) bonds, notes, debentures, shares, units or options, warrants or other rights to subscribe for or purchase or acquire any such securities.

“SGX-ST” means the Singapore Exchange Securities Trading Limited.

“Spin-Off” means:

a distribution of Spin-Off Securities by CFX to CFX Unitholders as a class; or

any transfer of any property or assets (including cash or shares or Securities of or in or issued or allotted by any entity other than CFX) by any entity (other than CFX) to CFX Unitholders as a class or, in the case of or in connection with a Newco Scheme, Existing CFX Unitholders, as a class (but excluding the issue and allotment of shares by Newco to Existing CFX Unitholders), pursuant in each case to any arrangements with CFX or any of the Subsidiaries of CFX.

“Spin-Off Securities” means equity capital of an entity other than CFX.

“Stock Exchange Business Day” means any day (other than a Saturday or Sunday) on which the ASX or the Alternative Stock Exchange, as the case may be, is open for the business of dealing in securities.

“Subtrust” means a Subsidiary which is a trust.

“Tangible Assets” means all assets other than:

future tax benefits, patents, trade marks, goodwill; and

(e) all other assets, if any, which in accordance with generally accepted accounting principles in effect from time to time in Australia are regarded as intangible assets.

“Trading Day” means a day when the ASX or, as the case may be an Alternative Stock Exchange is open for dealing business, provided that if no closing price is reported for one or more consecutive dealing days such day or days will be disregarded in any relevant calculation and shall be deemed not to have been dealing days when ascertaining any period of dealing days.

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“Transaction Documents” means the Notes, the Agency Agreement and the Trust Deed, together with any amendments or supplements thereto.

“Volume Weighted Average Price” means, in respect of a CFX Unit or, as the case may be, a Spin-Off Security on any Stock Exchange Business Day, the volume-weighted average price of a CFX Unit or, as the case may be, a Spin-Off Security published by or derived (in the case of a CFX Unit) from the Relevant Stock Exchange or (in the case of a Spin-Off Security) from the principal stock exchange or securities market on which such Spin-Off Securities are then listed or quoted or dealt in, if any or, in any such case, such other source as shall be determined to be appropriate by an Independent Investment Bank on such Stock Exchange Business Day, provided that if on any such Stock Exchange Business Day where such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of a CFX Unit or a Spin-Off Security, as the case may be, in respect of such Stock Exchange Business Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Stock Exchange Business Day on which the same can be so determined.

In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Investment Bank considers appropriate to reflect any consolidation or sub-division of the CFX Units or any issue of CFX Units by way of a return of capital, capitalisation of profits or reserves, or any like or similar event.

References to any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.

References to any issue or offer or grant to CFX Unitholders or Existing CFX Unitholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all CFX Unitholders or Existing CFX Unitholders, as the case may be, other than CFX Unitholders or Existing CFX Unitholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

For the purposes of Conditions 6(C) and 10 only, (i) references to the “issue” of CFX Units shall include the transfer and/or delivery of CFX Units, whether newly issued and allotted or previously existing or held by, or on behalf of, CFX or any Subsidiary of CFX, and (ii) CFX Units held by, or on behalf of, CFX or any of the Subsidiaries of CFX (and which, in the case of Conditions 6(C)(4) and 6(C)(6), do not rank for the relevant right or other entitlement) shall not be considered as or treated as “in issue”.

References in these Conditions to the Principal Amount of any Note shall be to the face value thereof, being an Authorised Denomination.

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SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM

The Global Certificate contains provisions which apply to the Notes while they are in global form, some of which modify the effect of the Conditions. The following is a summary of certain of those provisions. 1. Exchange

The Global Certificate will be exchangeable in whole but not in part (free of charge to the holder) for individual Note certificates in registered form following the occurrence of an Exchange Event. An Exchange Event shall have occurred if Euroclear or Clearstream (or any alternative successor clearing system on behalf of which the Global Certificate may be held) is closed for business for a continuous period of 14 days or more (other than by reason of legal holidays) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system is available. In the circumstances set out above, any individual Note certificates issued in exchange for beneficial interests in the Global Certificate will, by not later than the Global Exchange Date, be issued to and, subject to the provision of the instruction referred to below, delivered to such persons and registered in such name or names, as the case may be, as the holder of the Global Certificate shall instruct the Registrar. “Global Exchange Date” means a day falling not later than 30 days after that on which the notice requiring exchange is given or, as the case may be, the occurrence of an Exchange Event and on which banks are open for business in the city in which the specified office of the Registrar is located. In such circumstances, the Issuer will cause sufficient individual Note certificates to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Noteholders. A person with an interest in the Notes in respect of which the Global Certificate is issued must provide the Registrar with a written order containing instructions and other such information as the Issuer and the Registrar may require to complete, execute and deliver such individual Note certificates. The provisions of Condition 3 will otherwise apply, except that new certificates to be issued upon transfer of Notes will, within 21 days of receipt by the Registrar or the Principal Agent or any other Paying, Transfer and Conversion Agent of the form of transfer attached to the Global Certificate, be mailed by uninsured mail at the risk of the holders entitled to the relevant Notes to the addresses specified in the form of transfer. The Conditions are modified as follows insofar as they apply to the Notes in respect of which the Global Certificate is issued.

2. Meetings The holder of the Global Certificate shall be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each A$1,000 principal amount of Notes (but not part thereof only) represented by the Global Certificate. Any accountholder (or the representative of any such person) of a clearing system with an interest in the Notes represented by the Global Certificate on confirmation of entitlement and proof of his identity may be allowed to attend and speak (but not to vote) at any meeting of Noteholders.

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3. Conversion

Subject to the requirements of Euroclear and Clearstream (or any alternative successor clearing system on behalf of which the Global Certificate may be held), the Conversion Right attaching to Notes represented by the Global Certificate may be exercised by the presentation of one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest in such Note together with the Global Certificate to the Principal Agent or any other Paying, Transfer and Conversion Agent or such other Agent as shall have been notified to the holder of the Global Certificate for such purpose for annotation. The provisions of Condition 6 of the Notes will otherwise apply.

4. Trustee’s Powers

In considering the interests of Noteholders, the Trustee may, to the extent it considers it appropriate to do so in the circumstances, (a) have regard to such information as may have been made available to it by or on behalf of the relevant clearing system or its operator as to the identity of its accountholders (either individually or by way of category) with entitlements in respect of Notes and (b) consider such interests on the basis that such accountholders were the holders of the Notes represented by the Global Certificate.

5. Payments

Payments of principal in respect of Notes represented by the Global Certificate will be made against presentation and, if no further payment falls to be made in respect of the Notes, surrender of the Global Certificate to or to the order of the Principal Agent or any other Paying, Transfer and Conversion Agent or such other Agent as shall have been notified to the holder of the Global Certificate for such purpose.

6. Notices

So long as Notes are represented by the Global Certificate and the Global Certificate is held on behalf of Euroclear or Clearstream, notices to the holders of such Notes may be given by delivery of the relevant notice to the relevant clearing system for communication by it to entitled accountholders in substitution for notification as required by the Conditions and such notice will be deemed to have been given on the day after delivery thereof except that so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, notices shall also be published in a leading daily newspaper having general circulation in Singapore (and, in the event that the Notes are listed on any other stock exchange, notices shall be published in accordance with the rules of such stock exchange).

7. Redemption at the option of Noteholders

The options of the Noteholders in Conditions 8(D) and 8(E) may be exercised by the holder of the Global Certificate giving notice to the Principal Agent or any other Paying, Transfer and Conversion Agent of the principal amount of Notes in respect of which the option is exercised and presenting the Global Certificate for endorsement of exercise within the time limits specified in Condition 8(D) or Condition 8(E), as the case may be.

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8. Redemption at the Option of the Issuer The option of the Issuer provided for in Conditions 8(B) and 8(C) shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by those Conditions and Condition 8(H).

9. Enforcement

For the purposes of enforcement of the provisions of the Trust Deed against the Trustee, the persons named in a certificate of the holder of the Notes represented by the Global Certificate shall be recognised as the beneficiaries of the trusts set out in the Trust Deed to the extent of the principal amount of their interest in the Notes set out in the certificate of the holder as if they were themselves the holders of Notes in such principal amounts.

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USE OF PROCEEDS

The net proceeds of the A$300 million issue of the Notes, estimated to be approximately A$295 million after deducting expenses (including but not limited to underwriting commission to be charged by the Joint Lead Managers), will be used by CFX to fund the buyback of up to A$300 million of existing Convertible Notes maturing in August 2014.

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CAPITALISATION OF CFX

The following table should be read in conjunction with the sections of this Cleansing Notice titled “Selected consolidated financial information” and “Use of Proceeds” and the financial statements and related notes of the CFX incorporated by reference in this Cleansing Notice.

The following table contains information from the Issuer’s reviewed but unaudited consolidated half year financial statements as at 31 December 2010 and sets out the consolidated capitalisation1 of CFX based on:

• a historical consolidated basis as of 31 December 2010

• an adjustment for the issuance of the Notes and buyback of the existing convertible notes.

As at 31 December

2010

Adjustment for issuance of

notes

Adjustment for buyback of

existing Convertible

Notes2 Adjusted (A$'000) (A$'000) (A$'000) (A$'000) Interest bearing liabilities

Current 505,014 - (5,465) 499,549

Non-current 1,663,077 289,179

(280,600)3 1,671,656

Total interest bearing liabilities 2,168,091 289,179

(286,065) 2,171,205 Equity

Contributed equity 3,787,801

5,5714

(3,136)3 3,790,236 Reserves 2,018,941 - (5,549) 2,013,392

Total equity 5,806,742 5,571

(8,685) 5,803,628

Total capitalisation5 7,974,833 294,750

(294,750) 7,974,833

Other than as disclosed above or elsewhere in this Cleansing Notice, there has been no material change to total capitalisation of CFX since 31 December 2010.

1 “Consolidated capitalisation” represents the sum of “Total interest bearing liabilities” and “Total equity”. 2 The net proceeds from the issuance of the Notes will be used to fund the buyback of up to $300 million of existing Convertible

Notes maturing in August 2014. The table above assumes that the net proceeds of $294.75 million from the issue of new notes are used to buy back existing notes with a face value of $289.285million.

3 The consideration paid and any transaction costs for an early redemption of a convertible instrument are to be allocated to the liability and equity components at the date of the repurchase.

4 In accordance with AIFRS, a portion of the issuance is deemed to represent the value of the conversion option and is recognised as equity.

5 Total capitalisation is defined to be the sum of equity attributable to equity holders of the Trust and interest bearing liabilities.

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MARKET PRICE INFORMATION

The CFX Units have been listed on the ASX since 7 April 1994. The table below sets forth the closing prices and the daily trading volume of the CFX Units on the ASX for the calendar quarterly periods indicated:

Closing Unit Price Total trading volume of

units(‘000)

Intra-dayhigh($A)

Intra-daylow

($A)

End of period

($A)

2008

First Quarter ................................................. 2.40 1.97 2.17 627,300

Second Quarter ............................................ 2.35 1.85 1.85 584,246

Third Quarter ............................................... 2.48 1.72 2.25 777,056

Fourth Quarter ............................................. 2.40 1.70 1.87 631,963

2009

First Quarter ................................................. 1.92 1.52 1.63 457,575

Second Quarter ............................................ 1.75 1.42 1.65 628,800

Third Quarter ............................................... 2.04 1.63 2.01 575,151

Fourth Quarter ............................................. 2.12 1.81 1.90 533,762

2010

First Quarter ................................................. 1.96 1.82 1.88 505,089

Second Quarter ............................................ 2.03 1.84 1.89 696,138

Third Quarter ............................................... 2.00 1.88 1.90 717,696

Fourth Quarter ............................................. 1.94 1.74 1.76 908,778

2011

First Quarter ................................................. 1.91 1.76 1.84 764,980

Second Quarter (up to and including 21 June 2011) ................................................... 1.90 1.76 1.88 635,219

Source: IRESS

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DESCRIPTION OF THE ISSUER

Data provided is as at six months ended 31 December 2010 unless otherwise indicated.

(A) Trust History

CFX is a sector-specific property trust that listed on the ASX on 7 April 1994, under the name Gandel Retail Trust (ASX: GAN). At inception, the value of CFX’s property portfolio was A$647 million across six shopping centres. CFX was included in the listed property trust index in April 1994 and was included in the S&P/ ASX 50 Index in June 2009.

In October 2002, CFX acquired the Colonial First State Retail Property Trust, previously one of the four underlying trusts which together made up the former listed Colonial First State Property Trust Group (ASX: CFT). This acquisition resulted in the addition of eight new shopping centres and one mixed use asset with a value of A$671 million, increasing the portfolio to A$3.2 billion in the first financial year post acquisition.

In conjunction with the acquisition, Gandel Retail Trust was also renamed CFS Gandel Retail Trust and investors approved a number of important changes to the management of CFX and its assets. These included:

• a change of Responsible Entity from Gandel Management Limited to Commonwealth Managed Investments Limited (“CMIL”), a wholly owned subsidiary of Commonwealth Bank of Australia,

• appointment of Colonial First State Property Retail Pty Limited as the Trust Manager (“Trust Manager”), and

• the creation of a retail property management, leasing and development entity, Gandel Retail Management Pty Limited (subsequently renamed Colonial First State Property Management Pty Limited and now known as the asset management division of CFSGAM Property, as described below) (the “Property Manager”), to provide these specialised services to CFX. CFX receives a portion of the Property Manager’s distributable income in an arrangement known as the “flowback” or alignment fee income.

Entities associated with Commonwealth Bank of Australia and the Gandel Group Pty Limited (“Gandel Group”) jointly owned both the Trust Manager and Property Manager from October 2002.

Management Changes

On 12 October 2005, CMIL announced impending changes to the ownership of the entities that provided retail funds management and property management services to CFX.

The Gandel Group had the right in the seven-year period commencing three years after the implementation date (3 October 2002) to sell its interest in the Trust Manager and the Property Manager to Commonwealth Bank of Australia or entities associated with it. The Gandel Group exercised that right and entities associated with Commonwealth Bank of Australia acquired the Gandel Group’s interest in both the Trust Manager and the Property Manager on 6 January 2006 and 6 April 2006, respectively.

On 16 May 2006, the CFS Gandel Retail Trust was renamed CFS Retail Property Trust and Gandel Retail Management was renamed Colonial First State Property Management. Notwithstanding these changes, CMIL remains fully responsible for the overall management of CFX and the actions of its appointed agents, and the flowback structure remains unchanged.

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(B) Trust Ownership

As at 31 May 2011, the Commonwealth Bank of Australia group held 14.2% of CFX’s issued capital, and the Gandel Group held 15.6% of CFX’s issued capital.

Commonwealth Bank of Australia and Gandel Group holdings as at 31 May 2011

Entity Holdings (%)

Commonwealth Bank of Australia group (including related entities) 14.2

Gandel Group 15.6

Total holdings 29.8

(C) Trust Overview

The Trust Manager and the Property Manager maximise returns for Unitholders using their combined skills in funds management, property management and development management via strategic acquisitions, redevelopment of existing properties and active management of the retail property portfolio.

CFX is an ASX listed property trust that invests exclusively in the Australian retail property market, owning interests in 29 retail assets with an estimated book value of A$8.4 billion as at 30 June 2011. CFX is included in the S&P/ASX 50 Index and had a market capitalisation of A$5.3 billion as at 21 June 2011. CFX is registered with ASIC as a managed investment scheme under Chapter 5C of the Corporations Act.

The following map shows the location of CFX’s shopping centres.

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CFX portfolio diversification

As shown in the chart below, CFX’s portfolio is predominantly weighted towards the eastern states of Queensland, New South Wales and particularly Victoria.

Geographic Diversification (by value) as at 30 June 2011

NSW 15.3%

VIC 50.4%

QLD 21.8%

SA 6.5%WA 2.9%

TAS 3.2%

Centre Type

As shown in the chart below, CFX’s combined weighting to super-regional and regional malls at 30 June 2011 is estimated to be 78% by value.

Centre Type Breakdown (by value) as at 30 June 2011

Super-regional 19.3%

Regional 58.8%

Sub-regional 13.3%

N'hood 0.5%

Retail outlet 6.7%

Other 1.4%

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Tenant Base

CFX’s portfolio generates income from over 4,100 specialty and major tenants. For the year ended 31 December 2010, CFX derived approximately 73.9% of its income from specialty tenants and approximately 26.1% from major tenants.

Major Tenants

CFX’s top 10 tenants ranked by income, the Gross Lettable Area (GLA) each occupies in the portfolio and their Weighted Average Lease Expiry (WALE) as at 31 December 2010 are presented in the following table.

% income % GLA WALE (yrs)

Wesfarmers 7.8 17.7 7.2 Myer 4.6 10.1 6.5 Woolworths 4.4 9.6 11.1 David Jones 3.2 4.3 20.8 Just Group 1.7 0.9 2.4 Hoyts 1.1 2.2 8.0 Luxottica Retail 1.0 0.3 1.7 Specialty Fashion Group 1.0 0.6 2.9 Priceline 0.9 0.5 2.9 BB Retail Capital 0.9 0.5 2.4 Total Top 10 26.7 46.7 8.4

Specialty Tenants

The specialty shop lease expiry profile as a percentage of total area as at 31 December 2010 is shown on the following chart.

Specialty Shop Lease Expiry Profile (by GLA)

14.5%12.3% 13.8% 13.6%

45.8%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

FY 2011* FY 2012 FY 2013 FY 2014 BEYOND

% G

LA

Note:

* Includes expiries and tenancies held over for redevelopment.

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Occupancy Rate

An indicator of the success of CFX’s remixing and redevelopment strategy has been its ability to achieve a consistently high occupancy rate across its portfolio, with a 99.8% occupancy rate maintained at 31 March 2011. This has been largely driven by the successful operation of CFX’s integrated business model, which assists in creating tenant demand, more effective remixing activity and marketing of tenants.

Sales Performance

For the 12 months to 31 March 2011, the CFX portfolio recorded total sales, or moving annual turnover (“MAT”) of A$7.4 billion, representing an increase of 6.1% on the same period last year. Comparable shopping centre sales growth, as measured by sales in centres not under redevelopment, and which have not been redeveloped within either period of comparison, was 0.2% over the same period. For the March 2011 quarter, the Trust shopping centre portfolio recorded annual growth in comparable sales of 2.1% and specialty stores reported 5.5% growth, highlighting a turnaround in sales trends. The average specialty shop occupancy cost (total rental and other contributions payable by the tenant expressed as a proportion of sales) was 17.2% as at 31 March 2011. A breakdown of annual sales growth of MAT and quarterly sales to 31 March 2011 is shown below.

Comparable1 Actual MAT Annual MAT Annual 31-Mar 11 growth 31-Mar-11 growth Category A$m % A$m % Department stores 263.8 (2.6) 690.5 (1.1) Discount department stores 544.6 (4.5) 792.8 (1.0) Supermarkets 1125.4 4.8 1522.6 6.2 Mini majors 337.2 (3.7) 751.4 6.3 Retail specialty 1243.8 0.1 2666.6 8.9 Other retail2 318.9 0.9 474.5 3.6 Shopping centre portfolio 3833.7 0.2 6898.4 5.4 Retail outlet centres 406.6 (2.7) 538.1 15.9 Total portfolio 4240.3 0.0 7436.5 6.1

Comparable1 Actual Quarter to Annual Quarter to Annual 31-Mar-11 growth 31-Mar-11 growth Category A$m % A$m % Department stores 123.9 (11.1) 131.4 (11.0) Discount department stores 150.8 (1.5) 159.3 (1.7) Supermarkets 355.8 5.6 374.2 6.4 Mini majors 157.3 2.7 164.8 1.7 Retail specialty 571.6 5.5 601.2 4.3 Other retail2 115.3 (3.5) 120.0 (3.2) Shopping centre portfolio 1474.7 2.1 1550.9 1.8 Retail outlet centres 106.6 2.8 106.6 2.8 Total portfolio 1581.3 2.2 1657.5 1.8 1. Shopping Centre Council of Australia (SCCA) definition of comparable centres refers to those centres that are not

undergoing or have not undergone substantial redevelopment in the past 24 months (15 months for March quarter table). 2. Other retail includes cinemas and sales reporting tenancies under 400 sqm including travel agents, auto accessories, Lotto

and other entertainment and non-retail stores.

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A breakdown of the A$6.9 billion sales for the shopping centre portfolio (excluding retail outlet centres) by store type for the year ended 31 March 2011, is shown in the following chart.

MAT Composition by Store Type (shopping centre portfolio)

Department stores10.0%

Discount department

stores11.5%

Specialities 38.7%

Supermarkets 22.1%

Mini majors 10.9%

Other retail 6.9%

Redevelopment

Redevelopment of CFX’s shopping centres has been a feature of CFX’s long-term success. A strong redevelopment pipeline that is constantly replenished offers CFX a consistent and high source of income accretion, development profit and enhanced market position. The redevelopment pipeline at 31 March 2011 is estimated at A$1.2 billion. The Trust Manager generally targets a yield on completion (total year one income divided by total cost, including capitalised interest) for development projects in the CFX portfolio of 7-8%.

CFX development pipeline as at 31 March 2011

Development Pipeline CFX total cost

A$m

CFX cost to complete

A$m

Projects in progress 585 238

Likely to proceed – current 110 106

Current projects 695 344

Likely to proceed/planning and concept stages 475

Total development pipeline 1,170

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Asset Revaluations

CFX revalues all of its properties at least once within each financial year. Revaluations are conducted by independent valuers. It is intended that the same valuer not be used for more than two consecutive years to value the same asset(s). During times of market uncertainty, such as those experienced in the property sector during the recent financial crisis, the Trust Manager will exercise its discretion to have properties valued more frequently to ensure property book values are kept in line with market. All 29 retail assets in CFX’s portfolio were revalued at least once during FY2011.

Several years of strong investor demand and the benefits of the Trust’s redevelopment works resulted in CFX’s shopping centre portfolio weighted average capitalisation rate (WACR) tightening to 5.74% as at 31 December 2007. However, a subsequent market reweighting of risk premiums associated with investment property resulted in the Trust’s shopping centre WACR increasing to 6.59% at 31 December 2009, before tightening slightly to 6.49% as at 30 June 2011. Including the Trust’s recently acquired retail outlet centres, the portfolio WACR will be 6.60% at 30 June 2011.

CFX Shopping Centre Portfolio Weighted Average Capitalisation Rate

7.47%6.96%

6.57%5.87% 5.77%

6.45% 6.57% 6.49%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

Jun 04 Jun 05 Jun 06 Jun 07 Jun 08 Jun 09 Jun 10 Jun 11

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CFX Portfolio as at 30 June 2011

Centre State Cap rate

Independent Valuation by

ownership

Valuation Date

(%) (A$m) Altona Gate Shopping Centre ............................... VIC 8.25 92.0 Nov 2010

Bayside Shopping Centre ..................................... VIC 6.75 563.6 Jun 2011

Brimbank Central Shopping Centre ...................... VIC 8.00 128.0 Jun 2011

Broadmeadows Shopping Centre ......................... VIC 7.50 321.5 Jun 2011

Castle Plaza Shopping Centre ............................... SA 7.75 138.2 Nov 2010

Chadstone Shopping Centre (50% CFX) .............. VIC 5.25 1,535.0 Dec 2010

Chatswood Chase Sydney .................................... NSW 5.75 800.0 May 2011

Clifford Gardens Shopping Centre ....................... QLD 7.75 150.0 Jun 2011

Corio Shopping Centre ......................................... VIC 8.00 118.0 Nov 2010

Eastlands Shopping Centre ................................... TAS 7.25 161.0 Dec 2010

Elizabeth Shopping Centre ................................... SA 7.00 368.6 Jun 2011

Forest Hill Chase .................................................. VIC 7.25 266.5 Jun 2011

Grand Plaza Shopping Centre ............................... QLD 6.75 165.0 Jun 2011

Lakehaven Shopping Centre ................................. NSW 7.50 238.0 Nov 2010

Myer Melbourne (44% CFX)* ............................. VIC n.a. 389.2 Dec 2010

Northgate Shopping Centre .................................. TAS 8.15 92.5 May 2011

Northland Shopping Centre (50% CFX) ............... VIC 6.25 455.0 Dec 2010

Post Office Square ................................................ QLD 7.75 74.5 Nov 2010

QueensPlaza ......................................................... QLD 5.75 522.0 May 2011

Rockingham City Shopping Centre (50% CFX) ... WA 6.63 232.2 Jun 2011

Rosebud Plaza Shopping Centre ........................... VIC 7.75 96.8 Nov 2010

Roxburgh Park Shopping Centre .......................... VIC 8.00 41.8 Jun 2011

Runaway Bay Shopping Village (50% CFX) ....... QLD 7.25 112.7 Jun 2011

The Entertainment Quarter (50% CFX) ................ NSW 10.00 38.0 Jun 2011

The Myer Centre Brisbane ................................... QLD 6.50 710.0 Nov 2010

Shopping centre portfolio/weighted average .... 6.49 7,810.1

DFO Essendon and Homemaker Hub .................. VIC 7.75 129.5 Jun 2011

DFO Homebush .................................................... NSW 7.75 143.9 Jun 2011

DFO Moorabbin ................................................... VIC 8.25 92.6 Jun 2011

DFO South Wharf and Homemaker Hub .............. VIC 8.00 163.1 Jun 2011

Total retail portfolio/weighted average ............. 6.60 8,339.2

15 Bowes Street .................................................... ACT 11.25 13.5 Jun 2011

* Based on a blended calculation of the share of ownership of Bourke Street and Lonsdale Street. For

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Acquisition Activity

DFO portfolio

In September 2010, the Trust Manager announced the acquisition of interests in four DFO retail outlet centres and two adjoining Homemaker Hub bulky goods complexes. The acquisition comprised DFO Homebush in New South Wales; DFO Essendon and Homemaker Hub, DFO Moorabbin and a 50% interest in DFO South Wharf and Homemaker Hub in Victoria for a total purchase price of A$498.0 million (excluding transaction costs). The acquisition was funded via a fully underwritten A$540.0 million institutional placement and a Unit Purchase Plan which raised a further $9.7 million. Since purchasing the assets, the Trust Manager has identified over $800,000 in unbudgeted income upside from the assets and is currently in the process of implementing strategic development and marketing plans to further enhance asset performance.

Trust Performance

Over the last 10 years CFX has paid 10 consecutive stable or increasing yearly distributions to Unitholders, with a Compound Annual Growth Rate of 3.9%, as shown in the chart below.

CFX distribution history 1 July 2001 to 30 June 2011*

8.70

8.96

9.66

10.06

10.51

11.10

11.60

12.00

12.50

12.50

12.70

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

* Estimated 2011 distribution as per CFX ASX announcement 20 June 2011

CFX has delivered total returns of 12.6%* for the 10 years to 31 May 2011, and total returns of 6.6%* for the five years to 31 May 2011. This translates to a significant outperformance over the S&P/ASX 200 Property Trust Accumulation Index and the UBS Retail 200 Accumulation Index, demonstrating the Trust Manager’s ability to drive value for Unitholders over the medium to long term.

Investment Performance as at 31 May 2011 1 year (%)

3 years* (%)

5 years* (%)

10 years* (%)

CFS Retail Property Trust (CFX) 3.9 3.2 6.6 12.6

UBS Retail 200 Accumulation Index (1.2) (5.8) (4.4) 5.8

S&P/ASX 200 Property Accumulation Index 5.7 (12.9) (8.8) 2.7

*Annual compound returns Source: UBS Real Estate Research 2011.

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(D) Capital Management

Capital Management Process

The capital management activities of CFX are overseen by a capital management committee, which operates to a charter approved by the Trust Manager, with its responsibilities including the implementation of CMIL’s debt and hedging policies. CFX’s business plan includes debt and hedging strategies, which conform to these policies.

Debt Management

The limitation specified in the CFX constitution is that the total principal amount borrowed or raised by CMIL on behalf of CFX is subject to the limits imposed by the Listing Rules of the ASX (the “ASX Listing Rules”). In summary, the ASX Listing Rules do not impose controls on the level of debt, rather they operate to ensure that Unitholders and the market are kept fully informed of the activities of the business and its funding.

The Trust Manager has given guidance to Standard & Poor’s, for the purposes of forming a view on CFX’s credit rating, that it is comfortable with a target gearing ratio (of total debt to total assets) of 25% to 30% with the capacity to raise the ratio to a maximum of 35% for short-term periods to allow for strategic acquisitions. This reflects CFX’s strategy to remain conservatively geared compared to the broader listed property trust sector.

The objective of CFX’s debt strategy, within its overall funding strategy, is to provide:

• diversity;

• cost effectiveness; and

• flexibility.

As reported at CFX’s December 2010 half-year results on 15 February 2011 (data as at 31 December 2010 adjusted for capital management activities undertaken post period end) CFX’s average debt duration was 3.6 years, weighted average hedged debt was 5.3 years, gearing was 26.7% and the loan to value ratio was 31%.

Interest Rate and Currency Hedging

Guidelines and objectives

• To manage interest rate exposure in line with the long-term objectives of CFX;

• To minimise long-term interest costs;

• To hedge within approved targets, determined by CFX’s strategy; and

• To ensure diversification in hedge instruments used to mitigate adverse financial market developments.

Risk management of CFX’s interest rate and currency hedging focuses on the following factors:

• percentage of current and forecast debt obligations hedged within specified targets;

• the lease profile and the subsequent re-pricing risk of CFX’s leases;

• weighted average duration of the lease profile in comparison to the weighted average hedge profile; and

• peer comparison.

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Hedged Targets

The target forecast hedged debt is the mid-point of the approved range.

The use of a percentage of hedged debt as a target ensures that CFX has a minimum level of protection against interest rate volatility in the future. The declining hedge profile of hedging bands allows a natural hedge between economic growth and rising interest expense as a means of management.

CFX’s hedging position as of 31 December 2010 is illustrated in the chart below:

Hedge maturity profile

5.00%

5.50%

6.00%

6.50%

7.00%

7.50%

0

500

1,000

1,500

2,000

2,500

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY2018 FY2019

Face value of hedges Weighted average interest rate on hedged debt

Source: CFS Retail Property Trust December 2010 half-year results presentation.

(E) Responsible Entity, Trust Manager and Property Manager

CMIL is a wholly owned subsidiary of Commonwealth Bank of Australia (the “Bank”). CMIL’s role is to manage CFX in the Unitholders’ best interests in accordance with CFX’s Constitution and the Corporations Act. The CFX constitution empowers CMIL to engage agents to act on its behalf; however, it remains fully responsible for the actions of those agents. CMIL has appointed the Trust Manager (Colonial First State Property Retail Pty Limited), a wholly owned subsidiary of the Bank, to manage CFX.

The composition of the CMIL Board, its policies and committees are outlined in the section entitled Board of Directors and Senior Management.

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CMIL is paid a base fee of 45 basis points per annum of the gross asset value of CFX, less cash and any derivative financial instrument assets, calculated and paid half-yearly.

CMIL may also receive a performance fee in the event of outperformance compared to its retail peers. The maximum performance fee payable for each six-month period is 15 basis points of gross assets up to the value of A$3.5 billion and 10 basis points of gross assets exceeding A$3.5 billion. The fee is paid to CMIL in cash. The fee is calculated using an S&P-customised total return accumulation index for both CFX and the benchmark, which comprises four other retail trusts included in the S&P/ASX 200 index.

In the event CMIL is entitled to a performance fee over a six month period, but at the same time CFX recorded a negative absolute total return, the performance fee will not be paid and will remain in escrow until CFX’s absolute total return is positive.

Subject to certain limitations, the Trust Manager has a duty to carry out or cause to be carried out all the functions, duties, responsibilities and obligations of the Responsible Entity. However, CMIL remains fully responsible for the actions of the Trust Manager.

CMIL has no employees. All employees who work on behalf of CMIL are employed by the Bank and are subject to the Bank’s “Statement of Professional Practice” , and CMIL’s Securities Trading Policy.

The Trust Manager draws on the resources of the Bank’s Property division, which is part of Colonial First State Global Asset Management.

As at 31 December 2010, Colonial First State Global Asset Management’s Property division had approximately 920 employees and combined funds and assets under management of approximately A$18 billion, making it one of the largest property funds management businesses in Australia and New Zealand.

As at 31 March 2011, the Property Manager was the exclusive provider of property management, leasing and development management services to 39 shopping centres across Australia. Together, this portfolio of assets had a combined value of A$13.3 billion, making the Property Manager one of the largest specialist managers of retail property in Australia and New Zealand.

The Property Manager is paid fees for property management, leasing, project management and project leasing by CFX. CFX receives a portion of the Property Manager’s distributable income derived from CFX’s assets in an arrangement known as the “flowback” or alignment fee income.

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(F) Board of Directors and Senior Management

Updates as required can be found on the CFX website at http://www.cfsgam.com.au/cfx/CFXCMILCorporateGovernance.aspx

1. Board of Responsible Entity

The Board of the Responsible Entity is appointed by the Bank and holds office until removed by the Bank.

Ultimate responsibility for corporate governance matters resides with the Board of Directors.

Charter

The Board has an adopted Charter which sets out the role and responsibilities of the Board of Directors.

Composition

There are currently five Directors of CMIL, three of whom are Independent Directors. Details of their experience, qualifications and committee membership are set out below.

Richard Michael Haddock Chairman, Independent non-executive Director Appointed 1 January 2009

Mr Richard Haddock has had a long career in financial services and was Deputy General Manager, Australia at BNP Paribas, Sydney from 1988-2001. Mr Haddock is a fellow of the Australian Institute of Management, the Financial Services Institute of Australia and the Australian Institute of Company Directors plus a member of the Law Society of NSW and the Commercial Law Association.

Mr Haddock is currently a Director and Chairman of the Audit Committee of Tishman Speyer Australia Ltd, a Director of Retirement Villages Group Fund, the Honorary Treasurer and a National Director of Caritas Australia, the Chairman of Catholic Care, the Chairman of the Catholic Superannuation and Retirement Fund and a Director of Catholic Church Insurances Ltd. Mr Haddock was previously the Chairman of MacarthurCook Ltd.

James Frederick Kropp Independent non-executive Director Appointed 22 December 2003

Mr Kropp was a senior audit and risk management consulting partner in the Sydney office of PricewaterhouseCoopers for over 18 years, retiring from the practice in December 1999. Mr Kropp is a Fellow of CPA Australia and was National President in 1995-96.

Mr Kropp is Chairman of CMIL’s Audit Committee. Other positions that Mr Kropp currently holds include: a director of the Royal Institute for Deaf and Blind Children, a director of Colonial First State Capital Management Pty Limited and a director of Colonial First State Loan Note Issuer Pty Limited.

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Nancy Milne OAM Independent non-executive Director Appointed 1 January 2009

Ms Nancy Milne is a lawyer with over 20 years experience, with primary areas of legal expertise in insurance and reinsurance, risk management, corporate governance and professional negligence. Ms Milne was a Partner at Clayton Utz until 2003 and is a member of the Australian Institute of Company Directors.

Ms Milne is currently a director of Australand Holdings Limited; a director of Munich Reinsurance Australasia Limited (and a member of the Audit Committee and Chairman of the Risk & Compliance Committee); a director of The Colonial Mutual Life Assurance Society Limited (and a member of the Board Audit and Risk Committee); a director of Commonwealth Insurance Limited (and a member of the Board Audit and Risk Committee); a director of Australian International Disputes Centre Limited; and a director of Montessori Children's Foundation. Ms Milne is also a consultant with Clayton Utz.

Grahame Petersen Executive Director Appointed 22 May 2006

Mr Petersen is the Group Executive for the Wealth Management division of the Bank.

Mr Petersen was appointed to this role in March 2006. Previously he was Group Executive for Group Strategic Development. As Group Executive Wealth Management, Mr Petersen is responsible for Colonial First State, Colonial First State Global Asset Management and CommInsure and the divisions which support these businesses. Mr Petersen has over 30 years experience in the finance industry, having joined the Rural Bank of NSW as a graduate in 1980. His career in the finance industry is extensive and varied. Mr Petersen has held senior management roles in wealth management, business banking, corporate banking, business recovery, retail banking, cards and merchant services and funds management. He has also worked in London and New York.

Mr Petersen’s experience includes sales management, marketing, product management, and strategy and change management. He holds a Bachelor of Arts degree and Graduate Diploma in Applied Finance.

Michael John Venter Non-executive Director from 13 November 2006 until May 2011 Executive Director since May 2011

Mr Venter was appointed to the role of Chief Financial Officer of the Commonwealth Bank’s Wealth Management business unit in May 2011. Mr Venter was previously the Executive General Manager of Group Finance for the Bank.

Mr Venter has been with the Bank since January 2004. After Mr Venter’s transfer to his new role in the Commonwealth Bank’s Wealth Management business unit he is now considered to be an Executive Director as he will be involved with the management of the Trust.

Mr Venter holds post graduate accounting qualifications and is a member of the Institute of Chartered Accountants. F

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Gregg Johnston Alternate director for Mr Grahame Petersen, Executive Director Appointed 28 July 2009

Mr Johnston was appointed as an Alternate Director for Mr Grahame Petersen on 28 July 2009. Mr Johnston is the Executive General Manager of the Commonwealth Bank’s International Operations and Strategy. Prior to joining the Commonwealth Bank Mr Johnston had over 25 years of business experience including 18 years with J.P. Morgan in private equity, mergers and acquisitions, debt and equity financing and risk management as an investment banker and lawyer.

Mr Johnston is admitted as a solicitor in New South Wales and holds degrees in Law and Commerce from the University of New South Wales.

Appointment

The appointment of independent Directors to the Board of CMIL is made by the Board Performance and Renewal Committee of the Bank, CMIL’s parent entity.

Details of the Bank's Board Performance and Renewal Committee can be found at http://www.commbank.com.au/about-us/shareholders/corporate-profile/corporate-governance/##8

These appointments are made upon the recommendation of the Bank’s Chief Executive Officer, having regard to a range of criteria, the skills and experience of the nominee and the business of the company.

A formal letter of appointment is issued to the successful nominee. Remuneration is agreed by the Bank, in consultation with the successful nominee. The Bank pays the remuneration of the Independent Directors.

The renewal of an appointment is considered by the Bank’s Board Performance and Renewal Committee.

The senior executives of the Bank serving as CMIL Directors are appointed by the Bank having regard to their level of skill, experience and knowledge. They are not remunerated for their duties as Directors of CMIL.

Board independence

All the current Directors who are not senior executives of the Bank have been assessed as Independent Directors.

In reaching that determination, the Board has taken into account:

• the specific disclosures, made in accordance with the Act, by each such Director in respect of any material contract or relationship

• where applicable, the related party dealings referable to each such Director, noting that those dealings are not material under accounting standards. Full details of related party dealings are set out in the notes to the Trust’s financial statements as required by law

• that no such non-executive Director is, or is associated directly with, a substantial unitholder of the Trust or substantial shareholder of the Bank

• that no such non-executive Director has ever been employed by the Bank or any of its subsidiaries

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• that no such non-executive Director is, or is associated with, a supplier, professional adviser, consultant to or customer of CMIL or the Bank which is material under accounting standards, and

• that no such non-executive Director personally carries on any other role for CMIL or the Bank which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act as a Director of CMIL and in the best interests of Unitholders.

Board performance

The composition of all major wholly owned subsidiary companies of the Bank, including CMIL, is reviewed annually by the Board Performance and Renewal Committee of the Bank. The Committee operates in accordance with a charter and comprises only Independent Directors of the Bank.

This Committee is responsible for critically reviewing, at least annually, the composition and effectiveness of the CMIL Board, both individually and as a whole, and seeks to identify where improvement might be made and to assess the quality and effectiveness of information that is provided to the CMIL Directors.

As a wholly owned subsidiary of the Bank, CMIL does not have its own Board Performance and Renewal Committee.

To facilitate optimal performance, the CMIL Board participates in professional development programs, including those facilitated by the Bank and those arranged directly for it. All Directors receive a detailed information pack and training in the requirements of the Act as it pertains to Directors, and the program is updated to capture specific issues of relevance from time to time.

The CMIL Board also undertakes an annual self assessment of the performance of the Board and individual Directors, facilitated by Secretariat. The review is conducted in-house by questionnaire and includes confidential discussions with individual Directors.

Board meetings

Board meetings are held quarterly, with additional meetings held as necessary.

Independent professional advice

Procedures, agreed by the Board, are in place, whereby the Directors may seek independent professional advice, at the expense of the Responsible Entity, to assist them in carrying out their duties as Directors.

Access to documents

The Board has access to all documents and information necessary to discharge its duties and responsibilities.

Compliance monitoring and reporting

There is a dedicated risk management and compliance team in place that is responsible for reviewing and monitoring the efficiency of compliance and operational risk management systems on an ongoing basis, and ensuring that appropriate compliance and risk mitigation measures are in place. F

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CMIL’s compliance framework is consistent with the Australian Standard for Compliance Programs (AS/NZS 3806:2006) and ASIC regulatory guidance for meeting general obligations and licence conditions.

The compliance personnel provide reports at least quarterly for the Board and the Compliance Committee, as well as for the Manager and business areas responsible for the day-to-day delivery of business activities.

Compliance personnel are independent of the business, and may report matters directly to the Board without reference to any other party. This independence is underpinned through the Bank’s compliance framework which has been adopted by CMIL.

2. CFX Management Team

CFX’s management team brings a diverse range of property and investment expertise to the management of CFX, by drawing on the resources of a number of specialists within the Property division of Colonial First State Global Asset Management. The senior members of CFX management team are:

Darren Steinberg, Managing Director, Property

Darren is the Managing Director of Property for Colonial First State Global Asset Management. The Property division includes listed property and unlisted property, as well as asset management and development. These businesses have responsibility for over A$18 billion in funds under management. Darren oversees the performance and strategic direction for all vehicles managed by these businesses. Darren has more than 20 years experience in the property industry, and now leads one of Australia’s largest fully integrated property businesses.

Michael Gorman, Fund Manager, CFS Retail Property Trust

Michael is the Fund Manager for CFS Retail Property Trust. Michael is responsible for all aspects of management of the Trust, including the strategic direction of the vehicle, financial analysis, acquisitions and disposals. He also works closely with the retail management team to optimise the performance of the portfolio. Michael brings over 25 years experience to his role and has extensive experience in the development and management of major retail assets within Australia and overseas.

Kah Wong, Executive Manager, Capital Strategy and Risk Management

Kah is responsible for the treasury activities of the listed and unlisted property funds. In this role, Kah’s key tasks include the procurement of debt and equity in all markets including domestic and international capital markets, and all the market risk management including interest rate, currency and liquidity risks.

Rod O’Connor, Financial Controller, CFS Retail Property Trust

Rod is responsible for managing the accounting and finance functions for CFX. He works closely with CFX’s team to provide financial information to support the specific Trust requirements, supervision of financial reporting, and taxation reporting.

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Walter Edgell, Head of Business Implementation Group

Walter’s major responsibilities involve strategic and business planning implementation and delivery and provision of business infrastructure and services to the Property division. Walter has had more than 30 years experience in the financial services and property funds management business arenas. Walter holds a number of directorships including Colonial First State Property Limited and Colonial First State Property Management Limited in Australia, and he is also a director on the boards of fund management and other companies in New Zealand, Luxembourg, Malta, Singapore and China.

Tony Gilchrist, Head of Development

Tony has overall responsibility for the retail and commercial property development business. Tony has over 25 years of experience in the Australasian property industry, with more than 20 years in property development, and has demonstrated his ability to develop and grow a property portfolio to deliver market-leading investment performance.

Rowan Griffin, Head of Sustainability, Property

Rowan is responsible for setting the strategy and direction for sustainability relating to property operations, which are strongly aligned to the United Nations Principles of Responsible Investment, of which Colonial First State Global Asset Management is a signatory. Rowan has over 25 years of property experience in the fields of project and development management, investment, operations and general management.

David Yates, Head of Investor Relations

David leads the in-house investor relations team, which is responsible for the investor relations function and managing the relationships and information flow to the investment community. David supports the fund managers of the listed funds in effectively communicating the strategy, operations and financial performance of the respective funds to investors and analysts. David was appointed to his role in September 2007 and has more than nine years experience in investor relations.

David Marcun, Chief Operating Officer

David is Chief Operating Officer for the asset management division, which includes the overall responsibility for Retail Operations, Commercial Operations and Corporate Management Services. David has been with the business for 16 years predominantly in finance roles, holding the position of General Manager – Finance for seven years. During his career, David has been involved in the float of Gandel Retail Trust, now CFS Retail Property Trust, and the acquisition of the property management business by Colonial First State Global Asset Management.

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DESCRIPTION OF THE CFX UNITS

Issued Capital As at the date of this Cleansing Notice, CFX has on issue 2,839,591,911 fully paid CFX Units. Australian law does not require CFX to have a maximum number of CFX Units that it is authorised to issue. The constitution of CFX does not place a limit on the number of CFX Units CFX may issue.

Rights Attached To CFX Units The CFX Units issued (before and as a result of this Offer) will have the rights set out in the Constitution of CFX as amended from time to time, and the Corportions Act.

Ranking of CFX Units The CFX Units issued pursuant to the exchange of Convertible Bonds will rank equally with existing CFX Units and will be entitled to all distributions, the ex-date of which falls after the relevant conversion date.

Classes of Securities There is only one class of CFX Unit.

Issue of further CFX Units Further CFX Units can be issued in accordance with the Constitution of CFX, the Corporations Act and the Listing Rules of ASX.

Register The register of Unitholders is held by Link Market Services Limited (ABN 54 083 214 537).

Transfer of CFX Units CFX Units may be transferred in any manner permitted by the CHESS system or by any approved instrument. CFX must refuse to register a transfer of CFX Units in certain circumstances including, where the refusal is required by ASX Listing Rules. Subject to the ASX Listing Rules and ASTC Settlement Rules, while CFX is a listed entity, the Responsible Entity may suspend the registration of transfers at such times and for such periods as deemed fit.

Distributions of Capital CFX may distribute capital of CFX to Unitholders. Any capital distribution will be distributed pro rata according to the number of CFX Units held as at a time decided by the Responsible Entity.

Amendments to Constitution The Constitution of CFX can only be amended in accordance with the Corporations Act (either by a special resolution of Unitholders or by the Responsible Entity where it considers that the amendments will not be adverse to Unitholders’ rights). F

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General Meetings and Notice Each Unitholder is entitled to receive notice of, attend and vote at, general meetings of CFX and to receive all notices, accounts and other documents required to be sent to Unitholders under the constitution of CFX and the Corporations Act.

Quorum The quorum for a meeting of members of CFX is at least two Unitholders present in person or by representative or proxy unless CFX has only one Unitholder who may vote on a resolution, in which case that one Unitholder constitutes a quorum.

Voting Rights Each CFX Unit confers the right to vote at meetings of Unitholders. On a show of hands, every Unitholder present in person or by proxy has one vote. On a poll, every Unitholder who is present in person, by proxy or representative has one vote for each dollar of the value of the total interests they have in CFX.

Distributions A CFX Unit on issue at the end of an income period entitles its holders to a pro rata proportion of an amount not less than the net income of CFX in respect of that period.

Winding up CFX will terminate on the earlier of a date specified by the Responsible Entity and the date on which it terminates by law or other provisions of the CFX Constitution. Upon the winding up of CFX, the Responsible Entity will realise the assets of CFX and after meeting the liabilities of CFX and expenses of termination, will distribute the net proceeds to Unitholders pro rata according to the number of Units held on the date that the CFX winding up commenced.

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FEES AND OTHER COSTS

Government regulations require the Responsible Entity to include the following standard consumer advisory warning in relation to an investment in CFX. The information in the consumer advisory warning is standard and is not specific to information on fees and costs in this document.

DID YOU KNOW? Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns. For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from A$100 000 to A$80 000). You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management costs where applicable6. Ask the Trust or your financial adviser. TO FIND OUT MORE If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.fido.asic.gov.au) has a managed investment fee calculator to help you evaluate different fee options.

1. General The below tables show the fees and other costs that may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from CFX’s assets as a whole. You should read all of the information about fees and costs because it is important to understand their impact on your investment. All fees and costs in the following tables are inclusive of GST and take into account expected reduced input tax credits and stamp duty in respect of the GST component of the fee.

Type of Fee or Cost Amount How and when paid Fees when your money moves in or out of CFX Establishment fee The fee to open your investment

Nil

N/A

Contribution fee The fee on each amount contributed to your investment either by you or your employer

Nil

N/A

Withdrawal fee The fee on each amount you take out of your investment

Nil

N/A

Termination fee Nil N/A Administration fee Nil N/A

Type of Fee or Cost Amount How and when paid Management Costs The Fees and costs for managing your investment payable to CMIL Base Fee 0.45% per annum of the gross asset value of

CFX less any derivative financial instrument assets

Calculated and payable half yearly

Performance Fee 5% of the first 1% of outperformance and 15% of any outperformance in excess of 1% multiplied by CFX’s gross asset value capped at 0.15% per annum of the Trust’s gross asset value up to A$3.5 billion and 0.1% per annum of gross asset value above A$3.5billion.

Calculated and payable, if entitled, half yearly

Investment switching fee Nil Nil

This table is set out to comply with the Act requirements. For further information, please refer to ”Additional explanation of fees and other costs”.

6 There is no ability for Noteholders or Unitholders to individually negotiate the fees of the Responsible Entity.

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2. Examples of annual fees and other costs The tables below give examples of how the fees and costs for CFX can affect your investment over a one year period in the circumstances referred to. You should use these tables to compare this product with other managed investment products. Example Balance of A$50,000 Contribution Fee Nil N/A Base Fee Up to 0.45% For every A$50,000 investment you have in CFX you will

be charged approximately A$225 per year Performance Fee 0.15% per annum of the Trust’s gross asset value

up to A$3.5 billion and 0.1% per annum of gross asset value above A$3.5billion.

For every A$50,000 investment you have in CFX you will be charged approximately A$50 per year if CFX outperforms its benchmark7 .

Equals Cost of fund The management costs attributable to a A$50,000 investment in CFX for one year are approximately A$275

3. Additional explanation of fees and costs

a) Base Fee CMIL is paid a base fee of 0.45% per annum of the gross asset value of CFX, less any derivative financial instrument assets, calculated and paid half yearly.

b) Performance Fee CMIL is entitled to a performance fee if the Trust’s total return (distributions and unit price performance) exceeds the benchmark provided by Standard & Poor’s. The benchmark is the UBS Retail 200 Property Accumulation Index, customised to remove the effect of the Trust on the Index. The 20-day volume weighted average price is used in both the Trust’s cumulative performance since the last period in which a performance fee was accrued (the date of last reset). The maximum fee entitlement for a six-month performance period absorbs 1.167% of outperformance.

The performance fee is calculated and payable, if entitled, each half-year at December and June. The performance fee rate is calculated as 5% of the first 1% of outperformance and 15% of outperformance in excess of 1%. This rate is multiplied by the Trust’s gross asset value. The fee is capped at 0.15% per annum of the Trust’s gross asset value up to A$3.5 billion and 0.1% per annum of gross asset value above A$3.5 billion.

7 UBS Retail 200 Property Accumulation Index customised to remove the effect of the Trust on the index.

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TAXATION

Australian Tax Considerations

This section of the Cleansing Notice separately sets out a summary of the key Australian taxation implications arising under the Income Tax Assessment Acts of 1936 and 1997 of Australia of the purchase, ownership and disposition of the Notes for Noteholders who are either residents or non-residents of Australia for taxation purposes.

Capitalised expressions in this section refer to terms defined in this Cleansing Notice generally and more particularly in the section entitled “Terms and Conditions of the Notes” of this Cleansing Notice.

Qualifications

This guide is given, based on, and is limited to, the precise arrangements set out in the summary information about the Notes in the section entitled “Summary of the Offering” of this Cleansing Notice and the Terms and Conditions of the Notes.

This guide is only relevant to residents and non-resident investors who acquire Notes on capital account and not to those who acquire the Notes on revenue account or as trading stock.

This section is based on the law in force, and the administrative practices of the Commissioner of Taxation (“Commissioner”), as of 15 June 2011. However, potential investors should be aware that the ultimate interpretation of the taxation law rests with the courts and that the law, and the way the Commissioner administers the law, may change at any time.

This section is not, and is not intended to be, exhaustive and does not deal with the position of all classes of Noteholders (including dealers in securities, custodians or other third parties who hold Notes on behalf of any Noteholder). The tax considerations outlined below are general in nature and the taxation consequences may vary depending upon the particular circumstances of each individual Noteholder.

Accordingly, it is recommended that all potential investors consult their own independent tax advisers regarding the income tax, capital gains tax, stamp duty and GST consequences of investing in Notes having regard to their specific circumstances.

Interest payments

Australian residents

Interest payments made to residents of Australia must be included in assessable income for Australian tax purposes.

Non-residents

Interest payments made to non-residents Noteholders who hold the Notes in the course of carrying on business at or through a permanent establishment in Australia must be included in assessable income for Australian taxation purposes.

Interest payments made to non-resident Noteholders (other than persons holding the Notes in the course of carrying on business at or through a permanent establishment in Australia) will not be subject to Australian income tax provided the interest withholding tax exemption discussed below applies.

If the interest withholding tax exemption is not available, interest withholding tax will be levied at a rate of 10% on interest (or amounts in the nature of interest) paid on the Notes.

Australian residents who hold the Notes as part of a business carried on, at or through a permanent establishment in a country outside Australia are also subject to interest withholding tax unless the exemption is available.

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Interest withholding tax exemption

The Australian tax law contains an exemption from interest withholding tax for interest paid in respect of “debentures” (such as the Notes) to the extent that:

• the issuer is a public unit trust which is tax resident in Australia (such as the Issuer) or is a non-resident of Australia carrying on business in Australia at or through a permanent establishment; and

• the issue of the debentures (i.e. the Notes) satisfies the “public offer test” prescribed under section 128FA of the Income Tax Assessment Act 1936 (Cth).

The public offer test for the Notes will not be satisfied if, at the time of issue, the Issuer knew or had reasonable grounds to suspect that the Notes were being, or would later be acquired, directly or indirectly by an Offshore Associate (as defined below) of the Issuer, other than an Offshore Associate acting in the capacity of a dealer, manager or underwriter in relation to the placement of a Note, or a clearing house, custodian, funds manager or responsible entity of a registered scheme.

The exemption from Australian withholding tax will also not apply to interest paid by the Issuer to an Offshore Associate of the Issuer if, at the time of the payment, the Issuer knows, or has reasonable grounds to suspect, that such person is an Offshore Associate and the Offshore Associate does not receive the payment in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme.

An “Offshore Associate” means an associate (as defined in section 128FA(8) of the Income Tax Assessment Act 1936 (Cth)) of the Issuer, that is either:

• a non-resident of Australia that does not acquire the Notes or an interest in the Notes in carrying on a business in Australia at or through a permanent establishment of the associate in Australia; or

• a resident of Australia that acquires the Notes or an interest in the Notes in carrying on a business in a country outside Australia at or through a permanent establishment of the associate in that country.

Accordingly, the Notes should not be acquired by any Offshore Associate of the Issuer except in the limited circumstances listed above.

The public offer test will not be failed if the Notes are acquired by associates of the Issuer who are not Offshore Associates.

The Notes should satisfy the above tests to qualify for the interest withholding tax exemption such that interest payments should be exempt from interest withholding tax provided:

• the Notes are being offered for issue as a result of negotiations being initiated publicly in electronic form, or in another form, that is used by financial markets for dealing in debentures, and provided the Notes are listed on the SGX-ST. The Issuer is required to do these things pursuant to the Subscription Agreement between the Issuer and the Joint Lead Managers; and

• no Offshore Associate will, directly or indirectly, acquire a Note or an interest in a Note (except in the limited circumstances described above which permit acquisition by an Offshore Associate without breach of the public offer test) - the Issuer expects this to be the case.

Conversion of Notes

CGT consequences on conversion

The conversion of the Notes may trigger a CGT event for Australian tax purposes. However, any capital gain or loss arising on conversion should be disregarded such that no taxing point arises at that time. This is the case both for resident and non-resident Noteholders.

CGT cost base and acquisition date of CFX Units

The cost base of the CFX Units acquired upon conversion of the Notes will be equal to the cost base of the Notes at the time of conversion. For CGT purposes, the acquisition date of the CFX Units will be the time when conversion occurs.

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Disposal of CFX Units acquired on conversion

Australian residents

An Australian resident investor will derive a capital gain on the disposal of the CFX Units acquired on conversion of the Notes if the sale proceeds exceed the cost base of the CFX Units disposed of, or a capital loss if the sale proceeds are less than the reduced cost base of the CFX Units.

The cost base and reduced cost base of the CFX Units will include the cost base of the Notes at the time of conversion and will also include any incidental costs (e.g. broker fees, advisor fees) associated with the acquisition and disposal. It is noted that the receipt of any tax-deferred distributions on CFX Units during the holding period may apply to reduce the cost base.

If the CFX Units have been owned for at least 12 months prior to disposal (excluding the days of acquisition and disposal), the investor may be eligible for CGT discount treatment in respect of any capital gain arising on disposal of CFX Units. The CGT discount treatment applies so that a percentage of the capital gain is not included in assessable income. The “discount percentage” is applied to the amount of the capital gain after offsetting any current year or carried forward capital losses. The discount percentage is 50% for individuals and trusts, and 33⅓% for complying superannuation entities. The CGT discount concession is not available to companies.

Non-residents

For non-resident Noteholders, any capital gain or capital loss resulting from a disposal of CFX Units should be disregarded for CGT purposes provided the CFX units are not “taxable Australian property”. This should be the case if:

• the non-resident (together with associates) holds less than 10% of the units in CFX at any time throughout a 12 month period that began no earlier than 24 months before the disposal of the CFX Units and ending no later than that time; and

• the non-resident does not hold CFX Units at any time in carrying on a business at or through a permanent establishment in Australia.

Disposal of Notes

Australian residents

The Notes will be “traditional securities” for Australian tax purposes. Consequently, any gain or loss made on a disposal of Notes by an Australian resident Noteholder should be included in assessable income or allowed as a deduction.

In these circumstances, the gain or loss will be calculated as the difference between the disposal proceeds of the Notes and the amount paid to acquire the Notes.

It should be noted that where the disposal of the Notes is to a related party, the Commissioner may exercise his discretion to deem the disposal to occur at a market value consideration where the parties are considered not to be acting at arm’s length.

The disposal of Notes will also trigger a CGT event for the Noteholder. However, any capital gain or loss made on a disposal of Notes should be disregarded to the extent it is otherwise included in assessable income as the gain or loss made on disposal of a “traditional security”.

The CGT discount concession is not applicable in determining the taxable amount of the gain or loss made on disposal of a ”traditional security”. Accordingly, the CGT discount concession will not be available to reduce the taxable amount of a gain made on disposal of Notes where the gain is assessable as a gain arising on disposal of a traditional security.

Non-residents

Determining if a tax liability will arise for non-residents on the disposal of the Notes is a complex issue.

Where Notes are held by a non-resident Noteholder in the course of carrying on business at or through a permanent establishment in Australia, any gain or loss made on disposal of the Notes will be taxed in the same manner as described in the section above for Australian residents in respect to traditional security.

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For other non-resident Noteholders, whether a gain or loss made on disposal of the Notes is subject to Australian tax under the “traditional security” provisions will depend on a number of factors, including whether the gain is considered to be “sourced” in Australia and whether any double taxation agreement (DTA) applies to the gain.

The disposal of Notes will also trigger a CGT event for non-resident Noteholders. However, any capital gain or loss should be disregarded provided the Notes are not “taxable Australian property”. As a general rule, assuming that the investment in the Notes does not relate to a business conducted in Australia by the Noteholder, the Notes will only be “taxable Australian property” where the Noteholder and/or its associates were the beneficial owners of Notes giving them the right on conversion to a 10% or greater interest in CFX on the date of disposals.

In the event that a non-resident Noteholder is not exempt from Australian CGT on disposal, the Noteholder may be eligible for relief from Australian taxation under an applicable DTA.

Given the above complexities, non-resident Noteholders should obtain their own independent advice on the tax treatment of any gain or loss made on a disposal of Notes.

Taxation of financial arrangements

The taxation of financial arrangements (TOFA) regime in Division 230 of the Income Tax Assessment Act 1997 (Cth) applies to defined “financial arrangements” entered into during a taxpayer’s first year of income commencing on or after 1 July 2010 (unless the taxpayer made certain elections to apply the TOFA regime from an earlier date). Subject to certain exceptions, the TOFA regime applies on a mandatory basis to taxpayers that exceed certain asset/turnover thresholds. Taxpayers below the relevant asset/turnover thresholds may elect to join the TOFA regime.

The potential application of the TOFA regime in relation to the Notes will depend on the particular circumstances of the Noteholder. Accordingly, it is recommended that each Noteholder obtains specific tax advice pertaining to their particular circumstances regarding the potential application of the TOFA regime to their investment in the Notes.

Quotation of Australian Business Numbers or Tax File Numbers

If a Noteholder is an Australian resident or a non-resident that holds the Notes at or through a permanent establishment in Australia, withholding tax must be deducted, unless the Noteholder supplies the Issuer with its Australian Business Number or Tax File Number or proof of an appropriate exemption to quote such numbers. The withholding tax rate in these circumstances is the highest marginal tax rate (including Medicare Levy) and is currently 46.5%.

Stamp Duty

No stamp duty will be payable in Australia on the issue, redemption, conversion, transfer or disposal of the Notes, subject to the comments noted below.

On the basis that the Notes will be debt interests within the meaning of Division 974 of the Income Tax Assessment Act 1997 (Cth), the issue, redemption, transfer or disposal of the Notes will not be subject to stamp duty in Australia.

The conversion of the Notes into ASX quoted units in CFX will not be subject to stamp duty in Australia, provided that:

• no person acquires an interest of 90% or more in CFX on an aggregated basis. For this purpose, the stamp duty rules aggregate interests of associated persons and interests acquired under associated transactions, as defined for stamp duty purposes; and

• at the time the conversion occurs, all of the units in CFX are quoted on the ASX.

GST

Neither the issue nor the receipt of the Notes will give rise to a liability for GST in Australia on the basis that the supply of the Notes will be either an input-taxed financial supply or (in the case of an offshore subscriber) a GST-free supply. Accordingly, an investor will not be required to pay any GST in addition to the Issue Price. The conversion or disposal of the Notes will also not give rise to any GST liability in Australia.

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Where the acquisition, transfer or conversion of the Notes results in the Noteholder making a financial supply, the Noteholder may be restricted in claiming input tax credits for any GST it has incurred on costs related to the acquisition, transfer or conversion of Notes. Noteholders should seek their own advice in this regard.

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SUBSCRIPTION AND SALE

The Joint Lead Managers have agreed to subscribe and pay for the principal amount of the Notes at their issue price of 100% of their principal amount less a combined management and underwriting commission upon the terms and subject to the conditions of a subscription agreement dated 21 June 2011 (the “Subscription Agreement”) and made between the Issuer and the Joint Lead Managers.

The Issuer has also agreed to reimburse the Joint Lead Managers for certain of their expenses incurred in connection with the management of the issue of the Notes. The Joint Lead Managers are entitled in certain circumstances to be released and discharged from their obligations under the Subscription Agreement prior to the closing of the issue of the Notes.

Neither the Issuer nor any persons acting on its behalf will, for a period from 21 June 2011 until the date 90 days after the Closing Date, without the prior written consent of the Joint Lead Managers (such consent not to be unreasonably withheld or delayed) issue, offer, sell, contract to sell, grant, pledge or otherwise transfer or dispose of (or publicly announce any such issuance, offer, sale or disposal or otherwise make public an intention to do so), (either conditionally or unconditionally or directly or indirectly or otherwise) any CFX Units or interests or securities convertible or exchangeable into or exercisable for CFX Units or warrants, options or other rights to purchase CFX Units or any security, contract or financial product whose value is determined directly or indirectly by reference to the price of the CFX Units, including equity swaps, forward sales and options representing the right to receive any CFX Units, whether or not such contract is to be settled by delivery of CFX Units or such other securities, in cash or otherwise or enter into any arrangement with a substantially similar economic effect to any of the foregoing, except for the Notes and CFX Units issued pursuant to the conversion of the Notes or issues disclosed in this Cleansing Notice.

The Joint Lead Managers and certain of their subsidiaries or affiliates have performed certain investment banking and advisory services for the Issuer and CFX and/or their subsidiaries from time to time for which they have received customary fees and expenses. In addition to the transactions noted above, the Joint Lead Managers may, from time to time, engage in other transactions with and perform services for the Issuer and CFX and/or their subsidiaries and affiliates in the ordinary course of their business.

General

Neither the Issuer nor either of the Joint Lead Managers makes any representation that any action will be taken in any jurisdiction by either of the Joint Lead Managers or the Issuer that would permit a public offering of the Notes, or possession or distribution of this Cleansing Notice (in preliminary proof or final form) or any other offering or publicity material relating to the Notes (including roadshow materials and investor presentations), in any country or jurisdiction where action for that purpose is required. Accordingly, it understands that neither the Notes nor any New CFX Units may be offered or sold, directly or indirectly, and neither this Cleansing Notice nor any other offering material or advertisements in connection with the Notes or the New CFX Units may be distributed or published, by the Issuer or either of the Joint Lead Managers in or from any country or jurisdiction, except in compliance with all applicable rules and regulations of any such country or jurisdiction.

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United States

The Notes and the CFX Units to be issued upon conversion of the Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Joint Lead Manager has represented and warranted that it has not offered or sold, and agreed that it will not offer or sell, any Notes constituting part of its allotment or any CFX Units to be issued upon conversion of the Notes within the United States except in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes or the CFX Units to be issued upon conversion of the Notes. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Joint Lead Manager has represented, warranted and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Cleansing Notice to the public in that Relevant Member State other than:

(xlvii) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(xlviii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive; or

(xlix) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Issuer or either of the Joint Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression “an offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

France

Each Joint Lead Manager has represented and agreed and the Issuer has represented and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in the Republic of France and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Cleansing Notice or any other offering material relating to the Notes and such offers, sales and distributions have been and will be made in the Republic of France only to (a) persons providing

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investment services relating to portfolio management for the account of third parties, and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier.

United Kingdom

Each Joint Lead Manager has represented, warranted and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Hong Kong

Each Joint Lead Manager has represented, warranted and agreed that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Singapore

Each Joint Lead Manager has acknowledged that this Cleansing Notice has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Cleansing Notice or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1) , or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or

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(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Note:

This Cleansing Notice has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Cleansing Notice and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes and/or CFX Units may not be circulated or distributed, nor may the Notes and/or CFX Units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA or, as the case may be, Section 282Y of the SFA, (ii) to a relevant person pursuant to Section 275(1) or, as the case may be, Section 282Z(1), or any person pursuant to Section 275(1A) or, as the case may be, Section 282Z(2), and in accordance with the conditions specified in Section 275 or, as the case may be, Section 282Z, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes or, as the case may be, CFX Units are subscribed or purchased under Section 275 of the SFA or, as the case may be, Section 282Z of the SFA, by a relevant person which is:

(i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes or, as the case may be, CFX Units pursuant to an offer made under Section 275 of the SFA or, as the case may be, Section 282Z of the SFA, except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA or, as the case may be, Section 282Z(3) of the SFA, or to any person arising from an offer referred to in Section 275(1A), Section 276(4)(i)(B), Section 282Z(2) or Section 282ZA(4)(i)(B) of the SFA, as the case may be;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) as specified in Section 276(7) of the SFA or, as the case may be, Section 282ZA(7) of the SFA.

Japan

The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”). Accordingly, each Joint Lead Manager has represented, warranted and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and other relevant laws and regulations of Japan.

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Australia

Each Joint Lead Manager has warranted and agreed that it has not and will not offer directly or indirectly for issue, or invite applications for the issue of, any Notes or offer any Notes for sale or invite offers to purchase any Notes to a person, where the offer or invitation is received by that person in Australia or distribute this Cleansing Notice or any other advertisement or document in relation to any such offer or invitation, unless:

(i) (1) the aggregate consideration payable by that person for such Notes (after disregarding any amount lent by the Joint Lead Managers or their associates) on acceptance of the offer by that person is at least A$500,000 (or its equivalent in another currency and disregarding moneys lent by the Issuer or its associates); or (2) the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act;

(ii) the offer or invitation is not made to a “retail client” for the purposes of Section 761G of the Corporations Act; and

(iii) such action complies with all applicable laws, regulations and directives.

New Zealand

Notes may not be offered in contravention of the Securities Act 1978 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, that Act) (“NZ Securities Act”). The Issuer does not intend that the Notes be offered for sale or subscription to the public in New Zealand in terms of the NZ Securities Act. Accordingly, no investment statement has been prepared and no prospectus has been or will be registered under the NZ Securities Act.

Each Joint Lead Manager has represented and agreed that:

(a) it has not offered or sold, and will not offer or sell, directly or indirectly, any Notes; and

(b) it has not distributed and will not distribute, directly or indirectly, any offering materials or advertisements in relation to any offer of Notes,

in each case in New Zealand other than:

(i) to persons whose principal business is the investment of money or to persons who, in the course of and for the purposes of their business, habitually invest money within the meaning of section 3(2)(a)(ii) of the NZ Securities Act; or

(ii) to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the Notes before the allotment of those Notes (disregarding any amounts payable, or paid, out of money lent by the Issuer or any associated person of the Issuer); or

(iii) to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public; or

(iv) in other circumstances where there is no contravention of the NZ Securities Act.

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Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this Cleansing Notice nor any other offering or marketing material relating to the Offering and/or the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland or a simplified prospectus or a prospectus as such term is defined in the Swiss Collective Investment Scheme Act, and neither this Cleansing Notice nor any other offering or marketing material relating to the Offering and/or the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Italy

No offering of CFX Units nor any distribution of any offering materials relating to CFX Units will be made in the Republic of Italy unless the requirements of Italian laws and regulations have been complied with, including all Italian securities, tax and exchange controls and any other applicable laws and regulations, all as amended from time to time. Accordingly, this Cleansing Notice does not constitute, and cannot be construed as, an offer or a solicitation by any person to investors in Italy to subscribe for CFX Units.

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GENERAL INFORMATION

1. The creation and issue of the Notes has been authorised by resolutions of the Board dated 9 June 2011.

2. Save as disclosed in this Cleansing Notice, there are no legal or arbitration proceedings against or affecting the Issuer, CFX, any of their respective Subsidiaries or any of their respective assets, nor is the Issuer aware of any pending or threatened proceedings, which are or might be material in the context of the issue of the Notes.

3. Save as disclosed in this Cleansing Notice (or as disclosed in documents incorporated by reference in this Cleansing Notice), there has been no adverse change, or any development reasonably likely to involve an adverse change, in the condition (financial or otherwise) or general affairs of the Issuer or CFX since 31 December 2011 that is material in the context of the issue of the Notes.

4. For so long as any of the Notes are outstanding, copies of the following documents may be inspected during normal business hours at the specified office of each Paying, Transfer and Conversion Agent:

(f) the Agency Agreement; and

(g) the Trust Deed.

5. For so long as any of the Notes are outstanding, copies of the latest annual report and consolidated financial statements of CFX and the latest interim consolidated financial statements of CFX may be obtained free of charge during normal business hours at the specified office of each Paying, Transfer and Conversion Agent.

The Issuer publishes reviewed but unaudited consolidated interim financial statements every year for the six months ending 31 December.

6. Approval in-principle has been received for the listing of the Notes on the SGX-ST. The Issuer shall appoint and maintain a paying agent in Singapore where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Certificate is exchanged for Notes in definitive form for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require. In addition, in the event that the Global Certificate is exchanged for Notes in definitive form, an announcement of such exchange will be made through the SGX-ST and such announcement will include all material information with respect to the delivery of the Notes in definitive form, including details of the paying agent in Singapore. Except to the extent as provided in Condition 6(C)(10), the Conditions do not provide for participating rights in the event of a take-over of CFX.

7. The Notes have been accepted for clearance through Euroclear and Clearstream. The ISIN is XS0641119812 and the common code is 064111981.

8. The Trustee is entitled under the Trust Deed to act on the opinion or advice of, or information obtained from, any expert or a certificate or report or confirmation of the Issuer’s auditors or of any accountants, financial advisers, investment bankers, lawyers or experts in each case whether or not addressed to the Trustee or otherwise and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise, and will not be responsible to anyone for any loss occasioned by so acting.

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9. The Notes provide for the Trustee to take action on behalf of the Noteholders in certain circumstances, but only if the Trustee is indemnified and/or secured and/or pre-funded to its satisfaction. It may not be possible for the Trustee to take certain actions in relation to the Notes and accordingly in such circumstances the Trustee will be unable to take action, notwithstanding the provision of an indemnity and/or security and/or prefunding to it, and it will be for Noteholders to take action directly.

10. The Issuer, in the context of making decisions relating to CFX, takes into account labour standards or environmental, social or ethical considerations, to the extent that the Responsible Entity considers the issues have the potential to materially impact on the merits of its decisions in relation to CFX. This means that if the sustainability or value of CFX is or could be adversely affected due to unacceptable environmental, social or ethical factors, the Responsible Entity may determine not to make a specific investment, not invest further in an asset or dispose of an investment.

11. The Responsible Entity seeks to resolve potential or actual complaints about the management of CFX to the satisfaction of all Unitholders. If you wish to discuss any aspect of the management of CFX, please call, write or email the Fund Manager.

Colonial First State Property Limited GPO Box 3892 Sydney NSW 2001 Telephone: 61 2 9303 3500 Facsimile: 61 2 9303 3622 Email: cfxfeedback@colonialfirststate.com.au We will seek to resolve any complaints and will respond within 14 days of receiving the

communication. If we are unable to resolve your complaint within 45 days, you may be able to seek assistance from:

Financial Ombudsman Service (FOS) GPO Box 3 Melbourne Vic 3001 Phone 1300 78 08 08 Website www.fos.org.au Before you contact FOS, please first try to resolve your concern with the Fund Manager.

12. As a disclosing entity under the Corporations Act, CFX is subject to regular reporting and disclosure obligations

13. ASIC maintains records in respect of documents lodged with it by the Issuer. Copies of these may be obtained from, or inspected at, an ASIC office. The Issuer will provide a copy of any of the following documents, free of charge to any person who requests a copy:

• CFX’s annual report lodged with ASIC for the year ended 30 June 2010

• CFX’s half year report for the period ended 31 December 2010

• any other document used to notify ASX of information relating to CFX under the continuous disclosure provisions of the Listing Rules and the Corporations Act after the date of lodgement with ASIC of the annual financial report referred to above and before lodgement with ASIC of this Cleansing Notice.

14. No cooling off regime applies in respect of any units issued on conversion of the Notes.

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15. Ownership Restrictions

a. Foreign Acquisitions and Takeovers

The acquisition of interests in CFX is regulated by the Australian Foreign Acquisitions and Takeovers Act 1975 (FATA). FATA generally prohibits the acquisition by a “foreign person” of Units in CFX, and gives the Treasurer of the Commonwealth of Australia power to make a divestment order in respect of such an acquisition, if a single foreign person (alone or together with its associates) would have an interest in 15% or more of the Units or votes in CFX, or a number of foreign persons (alone or together with their respective associates) would have in aggregate an interest in 40% or more of the Units or votes in CFX, unless prior notice of the acquisition has been given to the Treasurer and the Treasurer has either stated that there is no objection to the acquisition or a statutory period has expired without the Treasurer objecting.

b. Takeover Restrictions

The takeover provisions in Chapter 6A of the Corporations Act prohibit the acquisition of relevant interests in voting units in CFX, if as a result of the acquisition the acquirer’s (or another party’s) “voting power” in CFX would increase to above 20%, or would increase from a starting point that is above 20% and below 90%. That prohibition is subject to a number of exceptions, including an acquisition pursuant to a regulated takeover bid. Chapter 6C of the Corporations Act also contains provisions requiring disclosure to CFX and ASX of the relevant interests (and changes in relevant interests) in voting units in CFX of persons holding voting power in CFX of 5% or more.

16. Directors’ Authorisations

This Cleansing Notice is issued by Commonwealth Managed Investments Limited ABN 33 084 098 180 as responsible entity of CFS Retail Property Trust. Each Director consents to the release of this Cleansing Notice with ASX.

17. Class Order [CO 10/322]

The Issuer is releasing this Cleansing Notice in accordance with requirements of Class Order [CO 10/322] to enable the on-sale of CFX Units issued on conversion of the Notes.

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GLOSSARY

1 Terms defined in the Conditions

Capitalised terms not defined below, or not otherwise defined in this Cleansing Notice, have the meanings given in the Conditions.

2 Definitions

“Agency Agreement” means the paying, transfer and conversion agency agreement to be dated on or about 4 July 2011 between the Issuer, the Trustee, the Principal Agent, the Registrar and the other Paying, Conversion and Transfer Agents appointed under it relating to the Notes;

“AIFRS” means the Australian equivalent to the International Financial Reporting Standards;

“Board” means the Board of Directors of the Issuer;

“Cash Settlement Amount” means the product of (a) the number of CFX Units otherwise deliverable upon exercise of the Conversion Right in respect of the Note(s) to which the Conversion Notice applies, and in respect of which the Issuer has exercised the Cash Settlement Option and (b) the Market Price of the CFX Units.

“CFX” means the registered management investment scheme known as the CFS Retail Property Trust (ARSN 090 150 280);

“Corporations Act” means the Corporations Act 2001 of Australia;

“Directors” means the directors of the Issuer;

“Employee Scheme” means any scheme approved by the Issuer at a general meeting and in compliance with the requirements of the listing rules of ASX (or if applicable, the Alternative Stock Exchange) pursuant to which CFX Units or other securities (including rights or options) are or may be issued, offered or granted to employees (including directors) or former employees of the Issuer, its Subsidiaries and/or affiliated companies, or persons related to such employees (including directors) or former employees or eligible participants of such scheme;

“Exempt Newco Scheme” means a Newco Scheme where immediately after completion of the relevant scheme of arrangement (including an informal scheme or similar arrangement involving CFX) the ordinary shares or units (or equivalent) of Newco are (i) admitted to listing on the ASX, or (ii) admitted to listing on such other regulated, regularly operating, recognised stock exchange of Securities as Issuer or Newco may determine.

“Extraordinary Resolution” means a resolution passed at a meeting of Noteholders duly convened and held by a majority consisting of not less than three-quarters of the votes cast;

“Listing Rules” means the listing rules of ASX;

“New CFX Units” means CFX Units issued upon exercise of the Conversion Right under the Notes;

“Cleansing Notice” means this document;

“Register” means the register maintained by the Registrar;

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“Registrar” means The Bank of New York Mellon (Luxembourg) S.A. at its specified office at Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg or any successor registrar appointed under the Agency Agreement;

“Subsidiary” means, in relation to the Issuer or CFX, another entity which is directly or indirectly a controlled entity for the purposes or within the meaning of or as determined in accordance with any generally accepted accounting principles in effect from time to time applicable to the Issuer or CFX (and in the case of an entity which is a trust, includes the trustee of that trust solely in its capacity as such) and, for the avoidance of doubt, references to a Subsidiary of the Issuer or CFX includes a company or entity (including, for the avoidance of doubt, a trust) in which the Issuer or CFX directly or indirectly holds more than one-half of the issued equity capital (excluding any part of the equity capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

“Principal Agent” means The Bank of New York Mellon, at its specified office at One Canada Square, 40th Floor, London E14 5AL, United Kingdom, or any successor transfer and conversion agent appointed under the Agency Agreement;

“Subtrust” means a Subsidiary which is a trust;

“Trust Deed” means the trust deed to be dated on or about 4 July 2011 between the Issuer and the Trustee;

“Trustee” means The Bank of New York Mellon; and

“Unitholder” means the registered holder of a CFX Unit.

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