#1esh retail portunity or lease SCA Property Group SCA Property Group Investor Presentation October 2012 TURA BEACH BIG BOLK SALE Woolworths 6 Woolworths 2,700 Wlas Fisk & Nagle FIRST CHOICE REAL ESTATE T retail tunity A fresh choice in local Shopping coming soon Merimbula (Tura Beach), NSW#22 Important Notice NOT FOR DISTRIBUTION IN THE UNITED STATES This Investor Presentation has been prepared by Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851) (SCPRE) as responsible entity of SCA Property Management Trust (ARSN 160 612 626) and responsible entity of SCA Property Retail Trust (ARSN 160 612 788) (together, SCA Property Group or the Group) in connection with a proposed offering of Stapled Units in SCA Property Group comprising one unit in SCA Property Group Management Trust and one unit in SCA Property Group Retail Trust (a Stapled Unit) (the Offer). This Investor Presentation a summary and does not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. This Investor Presentation should be read in conjunction with the product disclosure statement (PDS) prepared under the Corporations Act 2001 (Cth) by SĊPRE in relation to the Offer. This Investor Presentation has been made available for information purposes only. It is not intended to be, and does not constitute a product disclosure statement, prospectus, short form prospectus or profile statement as those terms are defined in the Corporations Act 2001 (Cth). It does not constitute an offer for the issue, sale or purchase of Stapled Units, securities or any other financial products. A reader should, before making any decisions in relation to their investment or potential investment in the SCA Property Group, seek their own professional advice. No representation or warranty, express or implied, is made in relation to the accuracy or completeness of the information provided in this Investor Presentation or any other information concerning SCPRE otherwise provided to recipients. Indications of, and guidance on, future values and growth are 'forward-looking statements'. Due care and attention has been used in the preparation of any forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Group, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Other than as required by law, none of Woolworths Limited, SCPRE, their respective directors, officers, employees or advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Investor Presentation will actually occur. You are cautioned not to place undue reliance on those statements. Except as required by law, the Group does not undertake any obligation to publicly update or review any forward looking statements, whether as a result of new information or future events. Neither the Lead Manager, nor any of their or Woolworths Limited or SCPRE's respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Investor Presentation and, none of them makes or purports to make any statement in this Investor Presentation and there is no statement in this Investor Presentation which is based on any statement by any of them. To the maximum extent permitted by law, Woolworths Limited, SCPRE, the Lead Manager and their respective advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this Investor Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. The underwriters and their respective advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriters, the advisers or any of their affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this Investor Presentation are made only as the date of this Investor Presentation. The information in this Investor Presentation remains subject to change without notice. Woolworths Limited reserves the right to withdraw the Offer and/or vary the timetable for the Offer without notice. The distribution of this Investor Presentation outside Australia or New Zealand may be restricted by law. Persons who come into possession of this Investor Presentation who are not in Australia or New Zealand should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. No Stapled Units have been, nor will they be, registered under the US Securities Act of 1933 (the "US Securities Act") or the securities laws of any state or other jurisdiction of the United States. No Stapled Securities may be offered or sold in the United States unless those securities have been registered under the US Securities Act or are offered or sold pursuant to an exemption form, or in a transactions not subject to, the registration requirements of the US Securities Act and applicable state securities laws.#3Summary 1 Transaction Overview 2 3 Overview of SCA Property Group Investment Highlights 4 Property Portfolio Information 56 Board and Management Financial Summary 7 Investment Summary 8 Overview of the Offer Appendices 3#4TRANSACTION OVERVIEW SCA Property Group 1#5• Management Team Over 20 years combined experience with Woolworths property team Anthony Mellowes Chief Executive Officer (Interim) Kerry Shambly Chief Financial Officer • An experienced property executive currently acting as Head of Asset Management and Group Property Operations for Woolworths Employed by Woolworths since 2002 and has held a number of senior property related roles • Prior to joining Woolworths, was Asset Development Manager for Lend Lease Real Estate Investments and Development Finance Manager for Lend Lease Developments Prior to Lend Lease, worked in portfolio management for Westfield Limited, and Ferrier Hodgson & Co. • Holds a Bachelor of Financial Administration and has completed the Macquarie Graduate School of Management's Strategic Management Program • . • . An experienced finance executive who is currently employed as Manager - Capital Transactions Group at Woolworths Employed by Woolworths since 2002 and was previously General Manager Finance – Property Prior to joining Woolworths, held a number of senior roles at Lend Lease, including Investment Manager - Private Equity and Infrastructure, Chief Financial Officer - Private Equity and Infrastructure, and Group Taxation Manager Previously worked in Corporate Finance and Treasury roles at Hoyts Cinema Group • Chartered Accountant, Bachelor of Commerce, and has completed the Macquarie Graduate School of Management's Strategic Management Program 5#6• Woolworths' Rationale for the Establishment of SCA Property Group Consistent with Woolworths' strategy of focusing on its retailing business • Transaction releases $1.4 billion of property from Woolworths' balance sheet in one, efficient transaction to create SCA Property Group Key benefits to Woolworths Shareholders - Creates greater choice for investors - Delivers Woolworths Shareholders an interest in a new vehicle owning a quality portfolio of shopping centres with a bias toward tenants that trade in the more defensive non-discretionary segment of the retail market • SCA Property Group will be an independent and internally managed REIT Woolworths ( Epp ng Norti. Woolworths Swansea, NSW Woolworths liquor Epping North, VIC 6#7Transaction Overview A Establishment of SCA Property Group • • To implement the Transaction, Woolworths will transfer its interest in the Portfolio to SCA Property Group and then distribute approximately 247 million Stapled Units to Woolworths Shareholders Subject to approval by Woolworths Shareholders at the AGM on 22 November 2012 Murray Bridge Marketplace BIGW Woolworths Modif B Offer of new Stapled Units in SCA Property Group • • In addition to the Distribution, the Offer will be undertaken to partially fund the acquisition of the Portfolio A total of 337 million Stapled Units are available under the Offer to raise between $425 - 506 million, comprising: - - A Woolworths Retail Shareholder Offer; - A Broker Firm Offer; A General Public Offer; and An Institutional Offer The Offer Price Range of $1.26 to $1.50 per Stapled Unit (inclusive), represents a discount to NTA at Allotment of 20 - 5% • The Final Price will be determined at the conclusion of the Institutional Offer wookart's Murray Bridge, SA Culburra Beach, NSW 7#8OVERVIEW OF SCA PROPERTY GROUP SCA Property Group 2#9Summary of SCA Property Group • Portfolio Financial • • 69 shopping centres valued at $1.4 billion (1) - Completed Portfolio: 56 assets valued at $1.1 billion Development Portfolio: 13 assets valued at $0.3 billion All assets independently valued Average property age 2.1 years (2) • WALE 15.8 years (3) Portfolio Capitalisation Rate 8.1% (4) • Occupancy 95% (3) Woolworths liquor 9 • Forecast FY14 Distributable Earnings yield 7.9% - 9.4% (5) Forecast FY14 distribution yield 6.9% - 8.3% (5) 27% targeted Gearing at Allotment Date, increasing to 34% assuming all properties in the Development Portfolio were completed or acquired as at the Allotment Date Cardiff, NSW Woolworths Structure Stapled unit structure Internal management Bright, VIC Weighted average property age by value as at 1 December 2012 across the Completed Portfolio, assuming completion date or redevelopment date where assets have had a major redevelopment undertaken As at 1 December 2012 across the Completed Portfolio by GLA (1) Assuming all transfer of title for Australian properties occurs by the Allotment Date (3) (4) As at 1 December 2012 across the Completed Portfolio and the Development Portfolio by value based on independent valuations (5) Based on an Offer Price Range of $1.26 - 1.50 per Stapled Unit (inclusive) and NTA of $1.58 at Allotment#1010 Convenience Retail Sector 1 Non-discretionary Bias • • • Convenience-based assets are weighted to food sales through grocery-based anchors Consistent growth in Australian historical food sales Non-discretionary sales have outperformed discretionary sales during the two and half year period to June 2012 2 Secure Long Term Income • The long term leases in many neighbourhood and sub-regional shopping centres have supported the relative stability of the underlying cashflows of the properties "SCA Property Group provides exposure to the underlying characteristics of the asset class." Australian Non-discretionary Sales Outperformance (1) (2) 112 108 104 100 96 92 Jan-10 May-10 Sep-10 Jan-11 Jun-11 Oct-11 Feb-12 Jun-12 - Non-Discretionary Sales Discretionary Sales Australian Historical Food Sales (A$m) (1) (2) 10,000 8,000 6,000 4,000 2,000 0 Jan-90 Oct-93 Jul-97 Apr-01 Dec-04 Sep-08 Jul-12 (1) (2) Non-discretionary sales include food, cafes and takeaway outlets and other retailing; discretionary sales include apparel, household goods and department store sales. Rebased to 100 as at January 2010, based on ABS categories Source: Australian Bureau of Statistics Details of the risks associated with an investment in SCA Property Group are included in the PDS section 11#11Investment Objectives “ SCA Property Group will invest in shopping centres predominantly anchored by non-discretionary retailers with long term leases to tenants such as Woolworths Group. " • • Provide investors with: - - - Secure income stream that supports regular income distributions; Diversified shopping centre portfolio with a bias toward tenants that trade in the more defensive non-discretionary segment of the retail market; - A capital structure, distribution policy and hedging policy that is expected to be appropriate to the characteristics of the underlying real estate portfolio. SCA Property Group has the ability to: - Acquire additional shopping centres in the future; - Sell any asset in its portfolio; - Invest in non-Woolworths anchored centres that satisfy its investment objectives; and - Undertake development opportunities, which it intends to do in an incremental and measured way 11#12Relationship with Woolworths • 1 Woolworths will have no ownership interest in SCA Property Group following completion of the Distribution and the Offer, but Woolworths and SCA Property Group will maintain an ongoing relationship with regard to: Leases • Major anchor tenant in all properties • Generally comparable to other Woolworths leases Central Highlands 12 2 3 Rental Guarantee on specialty tenants for first two years • . - Completed Portfolio – for two years for all vacant tenancies from the Allotment Date until first let Development Portfolio – total rent for all specialty tenancies for a period of 2 years from completion of each property Development Management Agreements (DMAs) between SCA Property Group and Woolworths • . • Woolworths will develop all properties in the Development Portfolio Payments due to Woolworths on completion have been calculated based on as-completed independent valuation of $332 million • SCA Property Group bears no development pricing risk For the Australian Properties in the Development Portfolio, the Woolworths Group will provide SCA Property Group with a Site Access Fee on the land and WIP 4 Transitional Services Agreement (TSA) between SCA Property Group and Woolworths Woolworths Central Highlands, QLD Woolworths 6 Darby & Fre Bake • 12 month agreement for provision of technical and administrative services Collingwood Park, QLD#13Investment Highlights 1 A geographically diverse portfolio 2 Bias towards more defensive non-discretionary segment of the retail market Woolworths liquor 3 Long term leases to quality retail tenants 4 Modern retail assets 5 An attractive distribution yield Meelarths Pakenham Marketplace Leura, NSW Pakenham, VIC 13#14INVESTMENT HIGHLIGHTS SCA Property Group 3#15(1) 1 A Geographically Diverse Portfolio • Assets located in all five mainland states of Australia • The largest states by population, New South Wales, Victoria and Queensland, will account for approximately 65% of the Portfolio • Assets located in New Zealand • Diverse weighting among sub-regional and neighbourhood shopping centres and freestanding retail assets . Asset Class (1) Freestanding 18% Sub-regional 30% Based on total portfolio value on a fully completed basis Neighbourhood Centre Geographic Diversification (1) WA 11% NZ NSW 28% 12% SA 52% 12% VIC QLD 21% 16% 15#1616 2 Bias Towards More Defensive Non-discretionary Retail • The Portfolio has a large weighting to non-discretionary retail spending with income from Woolworths Supermarket leases representing 51% of Portfolio Fully Leased Gross Income (1) • A non-discretionary based anchor tenant is likely to attract other non-discretionary based specialty stores that look to gain access to the foot traffic generated by the anchor tenant - Food retail and food catering account for 27% of gross specialty rental income (2) Tenants by Category (3) Specialty Tenants by Type (3) (4) Specialty Tenants National / Local Split (5) Mini Major 4.5% Other 5.7% Non Retail General Retail 5.0% 24.6% Specialties 38.8% Woolworths Supermarkets 41.1% Leisure 5.7% Food Retail 9.5% Local National 48.2% 51.8% Food Catering 17.6% Dan Murphy's 1.8% (1) (3) (4) (5) Countdown Supermarkets BIG W 9.6% 8.7% Apparel 11.4% Retail Services 16.0% On a fully leased basis across the Completed Portfolio and the Development Portfolio over the Forecast Period Derived over the first 12 month period excluding any income under the Rental Guarantee Based on Fully Leased Gross Income for the first full year from Allotment Date for the Completed Portfolio and from completion date for each of the properties in the Development Portfolio Estimated by Woolworths in accordance with generally accepted industry classification Split between local and national tenants as defined and estimated by Woolworths, based on Fully Leased Gross Income for the first full year from Allotment Date for the Completed Portfolio and from completion date for each of the properties in the Development Portfolio#173 Long Term Leases to Quality Retail Tenants Earnings underpinned by long term leases backed by the strength of Woolworths Group stores as anchor tenant at each property • • . 75% of the Portfolio's total GLA (1) 61% of Fully Leased Gross Income (2) Initial 15-23 year lease term with options WALE of 19.8 years for Woolworths leases Leading retailer $57 billion of total sales in 2012 fiscal year Woolworths Food and Grocery Sales Position Position Sales Store # Australia # 1 $38 billion 872 New Zealand Total #2 $4 billion $42 billion 161 1,033 Source: SCPRE PDS, Woolworths FY12 Annual Report • Over 3,300 retail locations across Australia and New Zealand • Scale, market position and credit quality of Woolworths as major anchor (2) tenant provides SCA Property Group with financial stability and certainty of income Tenants by Category Specialties 38.8% Woolworths Supermarkets 41.1% Dan Murphy's 1.8% Countdown Supermarkets BIG W 8.7% 9.6% Across the Completed Portfolio and the Development Portfolio Based on Fully leased Gross Income for the first full year from Allotment Date for the Completed Portfolio and from completion date for each of the properties in the Development Portfolio Based on Woolworths Supermarket, BIG W and Countdown Supermarket leases 17#184 Modern Retail Assets 18 • The Completed Portfolio has an average age of 2.1 years (2) • Relatively recently completed assets are expected to require less near term capital expenditure than older assets -The Portfolio consists of 56 completed and operating properties (the Completed Portfolio) – 13 properties under construction or redevelopment to be completed by the Woolworths Group (the Development Portfolio) for which an initial payment has been made with final payments under the DMAs payable on completion - The Development Portfolio properties are expected to be completed by the end of June 2014 Completed Portfolio Development Portfolio Total Properties Valuation ($m) Portfolio Capitalisation Rate WALE (weighted by GLA) (3) 56 13 69 1,074 332 1,406 8.1% 7.9% 8.1% 15.8 yrs 15.8 yrs Average property age 2.1 yrs 2.1 yrs Occupancy (weighted by GLA) (3) 95% 95% Woolworths Group leases as % of GLA 75% 76% 75% Woolworths Group leases as % of Fully Leased Gross Income 61% 65% 61% €23 (2) (3) Weighted average property age by value as at 1 December 2012 across the Completed Portfolio, assuming completion date or redevelopment date where assets have had a major redevelopment undertaken As at 1 December 2012 across the Completed Portfolio Except where noted, all data based on independent valuations for the Completed Portfolio and the Development Portfolio#195 An Attractive Distribution Yield SCA Property Group offers an attractive distribution yield Final Price Sensitivities • Forecast FY14 Distributable Earnings yield of between 7.9% and 9.4% (1) Final Price ($) 1.26 1.34 1.42 1.50 Discount to NTA 20% 15% 10% 5% • Forecast FY14 distribution yield of between 6.9% and 8.3% (1) Forecast FY14 Distributable 9.4% 8.8% 8.3% 7.9% Earnings Yield Forecast FY14 Distribution 8.3% 7.8% 7.3% 6.9% Yield WALKERVILLE Woolworths Walkerville, SA Highett, VIC (1) Based on an Offer Price Range of $1.26 - 1.50 (inclusive) and NTA at Allotment of $1.58 19#20PROPERTY PORTFOLIO INFORMATION SCA Property Group 4#21Portfolio Geography Busselton Mission Beach o Mackay Central Highlands ◇ (Emerald) • Gladstone Sub-regional Neighbourhood Freestanding ▸ Kwinana Treendale Margaret River Blakes Crossing Walkerville Mildura Murray Bridge Katoomba Leura Moama o о West Dubbo o North Orange o Woodford Chancellor Park Carrara o Mullumbimby Cabarita Inverell • Macksville Brisbane Brookwater Village ⚫ Collingwood Park o Coorparoo Goonellabah o Lismore ° Cardiff o о Morisset o Griffith.North Mittagong o Swansea o Sydney Culburra Beach Ulladullao Albury o Bright o Warrnambool o Cowes Mt. Gambier Maffra Merimbula Berala Burwood Fairfield Heights Greystanes Lane Cove ° одоо Melbourne Emerald Park Epping North o Highett ° Lilydale Pakenham 21 221 Kerikeri Warkworth Takanini St. James Stoddard Road Bridge Street Nelson South o Kelvin Grove Tawa Newtown Rangiora East Rolleston Hornby Dunedin South#22North Orange, NSW Pakenham, VIC Woolworths North Orange # Woolworths Woolworths 22 22 Property Summary Туре Valuation ($m) Property Summary Neighbourhood Woolworths Group % Gross Income 61% Type Sub-regional Woolworths Group % Gross Income 44% 24.3 Number of Specialties 13 Valuation ($m) 68.0 Number of Specialties 35 Centre GLA (sqm) 4,974 Capitalisation Rate 8.00% Centre GLA (sqm) 17,668 Capitalisation Rate 7.50% Woolworths Group % GLA 73% Occupancy 99% Woolworths Group % GLA 69% Occupancy 100% Fully Leased Gross Income ($m) 2.4 WALE (years) 18.3 Fully Leased Gross Income ($m) 6.8 WALE (years) 12.3 • Orange is a regional city located within the Central West region of New South • Wales, 260 km west of Sydney • Completed December 2011 • • • Supermarket is located at the western end of the single mall centre Newcrest Mining operates an open-cut gold and copper mine approximately 25 km south of Orange • • The site is located in the Waratah area, in northern Orange • • Residential development is currently occurring immediately east of the centre Located within the Cardinia Shire in outer south-eastern Melbourne, approximately 60 km from the CBD Completed December 2011 The anchor tenants (BIG W and Woolworths) are connected via an internal specialty mall, with Woolworths anchoring the northern end and BIG W anchoring the south- eastern end The centre is situated only a short distance south of the Princes Highway and west of the Pakenham railway station Source: SCPRE PDS, MacroPlanDimasi#23Berala, NSW + Woolworths Berala Berala Walkerville, SA Woolworths 23 23 Property Summary Type Valuation ($m) Property Summary Neighbourhood Woolworths Group % Gross Income 75% Type Neighbourhood Fully Leased Gross Income ($m) 2.1 18.7 Number of Specialties 5 Valuation ($m) 19.5 Woolworths Group % Gross Income 65% Centre GLA (sqm) 4,340 Cap Rate 8.00% Woolworths Group % GLA 85% Occupancy 100% Centre GLA (sqm) 5,344 Number of Specialties 12 Fully Leased Gross Income ($m) 1.8 WALE (years) 18.4 Woolworths Group % GLA 79% Capitalisation Rate 7.75% • • Located within inner north east Adelaide, 3.5 km from the CBD • • Planned completion in April 2013 • • • • Located in the suburb of Berala, approximately 18km west of the Sydney CBD Completed August 2012 Supermarket anchors the western part of the centre. Specialties are situated at the eastern part of the centre, either facing Woodburn Road or within an internal mall Situated on the southern side of Woodburn Road, adjacent to the Berala railway station. The Woodburn Road strip centre is located directly opposite the Woolworths store A railway underpass at the intersection of Woodburn Road and Kerrs Road, around 300 metres north of the centre, provides direct access to the residential area situated to the east of the railway line The majority of the area surrounding Woolworths Berala consists of densely populated, long-established residential development • • Supermarket will occupy the south of the site, while the majority of the specialties will be located on the north, fronting Walkerville Terrace. Travelator access from the basement car park The site occupies a location south of the intersection between Walkerville Terrace and Smith Street Walkerville Terrace is the main traffic route through Walkerville, while Smith Street extends north of the site to North East Road, and Stephen Terrace is a main road which runs a short distance to the south Source: SCPRE PDS, MacroPlanDimasi#24Lease Overviews Key Initial Lease Terms • 24 Lease Expiry Profile (% of Fully Leased Gross Income) (1) • Woolworths maintains a right of refusal across six properties in Australia and all properties in New Zealand 74.9% • Supermarkets (2) - - 15 years to 23 years 3 months 4 x 10 year options (tenant election) 5 year reviews = base rent + turnover rent/3 BIG W (2) - - 15 years to 23 years 3 months 4 x 10 year options (tenant election) 5 year reviews base rent + turnover rent/3 Dan Murphy's - 15 years to 21 years 7 months 4 x 10 year options (tenant election) 0.5% 2.3% 2.5% 3.8% 5.5% 3.5% 4.8% 1.6% 0.7% - • 5 year reviews = base tent + turnover rent/3 Petrol 2013 2014 2015 2016 2017 2018 2019 2020 2021 Beyond - 2022 - 10 years 7 months to 15 years 4 months 8 x 5 year options (tenant election) Annual reviews = lesser of CPI or 4% • Liquor (non Dan Murphy's) • - 5 years 3 months to 7 years 2 months 10 or 11 x 5 year options (tenant election) No review Specialties (2) - Typically 3 to 5 years - Annual reviews typically comprise either CPI based increases, fixed percentage increases or market reviews Excludes income attributable to tenancies that are currently not leased and subject to the Rental Guarantee Under 37 of the supermarket and BIG W leases, the base rent is to increase by a minimum of 5% of the commencing rent or the previous minimum rent (as the case may be) on each of the first three reviews#25BOARD AND MANAGEMENT SCA Property Group 5#26Board of Directors Philip Clark AM Independent Chairman • Former Managing Partner of law firm Minter Ellison from 1995 to 2005 • . Prior to joining Minter Ellison, Mr Clark was a Director and Head of Corporate with ABN Amro Australia, and prior to that he was Managing Partner with law firm Mallesons Stephen Jaques for 16 years A member of the J.P. Morgan Advisory Council and serves on a number of government and private company boards Has significant prior Board experience in the listed REIT sector, having been a Director and Chair of the Audit Committee of ING Management Limited, the responsible entity of several Australian listed REITs managed by ING Real Estate 26 26 Philip Redmond Non-executive Director • • Over 30 years of experience in the real estate industry including over five years with AMP's real estate team Over 12 years experience at UBS, holding the position of Managing Director, Head of Real Estate Australasia and played a significant role in establishing the bank's real estate business in Australasia and the development of the listed property trust sector in Australia Was a non-executive director of the responsible entity of several Australian listed REITs managed by ING Real Estate Non-executive director of Galileo Funds Management Limited Belinda Robson Non-executive Director . • An experienced real estate executive, having worked with Lend Lease for over 20 years in a range of roles including most recently as the Fund Manager of the Australian Prime Property Fund Retail At Australian Prime Property Fund Retail, Mrs Robson was responsible for portfolio management, fund strategy, as well as reporting to the Fund Board and its Investor Advisory Board Mrs Robson's previous roles with Lend Lease included Head of Operations, Australian Prime Fund Series, and Portfolio Manager, Australian Prime Property Fund Retail lan Pollard Non-executive Director • • • Dr Pollard has been a company director for over 30 years. He is currently Chairman of RGA Australia and a director of Milton Corporation and the Wentworth Group of Concerned Scientists Previous listed company directorships include Corporate Express (Chairman), Just Group (Chairman) OPSM Group, GIO Australia and DCA Group Previously Managing Director DCA Group (which he founded in 1984) and Managing Director of investment bank Development Finance Corporation Limited James Hodgkinson Non-executive Director • • • • Mr Hodgkinson is a Senior Investment Banker with real estate specialisation, most recently as an Executive Director of Macquarie Group Previously CEO of Macquarie Industrial Trust for six years Currently a Director of Goodman Japan Limited, and from February 2003 until September 2011 was a Director of Goodman Group Alumni member of the Advisory Committee of the Macquarie Foundation and is active in the 'not for profit' sector, including fund raising initiatives and support for a number of organisations#27Management Team • As part of the Transitional Services Agreement the Chief Executive Officer role will be filled by Woolworths executive, Anthony Mellowes • From the Allotment Date, the Board of SCPRE will undertake an extensive executive search to fill the role of Chief Executive Officer . Anthony will be acting as the Chief Executive Officer in an interim capacity and will be able to participate in this process at his own election Anthony Mellowes Chief Executive Officer (Interim) Kerry Shambly Chief Financial Officer Mark Lamb General Counsel and Company Secretary 27 An experienced property executive currently acting as Head of Asset Management and Group Property Operations for Woolworths. Mr Mellowes has been employed by Woolworths since 2002 and has held a number of senior property related roles Prior to joining Woolworths, Mr Mellowes was Asset Development Manager for Lend Lease Real Estate Investments and Development Finance Manager for Lend Lease Developments. Prior to Lend Lease, Mr Mellowes worked in portfolio management for Westfield Limited, and commenced his career at Ferrier Hodgson & Co. Holds a Bachelor of Financial Administration and has completed the Macquarie Graduate School of Management's Strategic Management Program - An experienced finance executive who is currently employed as Manager - Capital Transactions Group at Woolworths. Ms Shambly has been employed by Woolworths since 2002 and was previously General Manager Finance – Property Prior to joining Woolworths, Ms Shambly held a number of senior roles at Lend Lease, including Investment Manager - Private Equity and Infrastructure, Chief Financial Officer - Private Equity and Infrastructure, and Group Taxation Manager. She previously worked in Corporate Finance, Treasury and Taxation roles at Hoyts Cinema Group Ms Shambly is a Chartered Accountant, holds a Bachelor of Commerce, and has completed the Macquarie Graduate School of Management's Strategic Management Program • Mr Lamb is an experienced transactional lawyer with over 20 years experience in the private sector as a partner of Corrs Chambers Westgarth (and subsequently Herbert Geer) and in the listed sector as General Counsel of ING Real Estate Mr Lamb has extensive experience in retail shopping centre developments, acquisitions, sales and major leasing transactions, having acted for various REITS and public companies during his career#286 FINANCIAL SUMMARY SCA Property Group#29Financial Forecasts 29 29 Forecast Income Statement Pro Forma Statutory . 6 months 12 months ($m) 30 Jun 13 30 Jun 14 Woolworths gross revenue 38.8 86.7 Specialty gross revenue 18.4 45.4 Site Access Fee (2) 5.5 2.7 Straight lining of rental income 3.5 10.8 - Rental income 66.2 145.6 Other (3) 0.1 0.9 Total revenue 66.3 146.5 Property operating expenses (14.0) (32.6) Corporate costs (6.0) (12.8) Amortisation of leasing commissions (0.2) EBIT 46.3 100.9 • Forecast rental income in 2014 of $146 million Underpinned by Woolworths Group leases Rental Guarantee covering the specialty tenancies for 2 years (1) - Provides time to stabilise the Portfolio Corporate costs of $13 million · Covers director and employee costs, registry, legal, tax, accounting and general administration Represents a cost base of 0.9% of total assets Forecast net income after tax in 2014 of $73 million Net interest expense (11.5) (25.3) Net income before tax 34.8 75.6 - Unadjusted for statutory accounting requirements Tax (1.2) (2.3) Net income after tax (4) 33.6 73.3 (1) (3) (4) Woolworths will provide a two year Rental Guarantee from the Allotment Date until first let over vacant specialty tenancies in the Completed Portfolio. All specialty tenancies in the Development Portfolio will be guaranteed for a period of two years from the completion date of each property The Site Access Fee represents the amount forecast to be received from the Woolworths Group pursuant to the DMAS Other income represents the net profit and loss impact of the receipt of cash under the Rental Guarantee and the unwind of the financial asset recorded in the balance sheet in respect of the Rental Guarantee on the Allotment Date The forecast consolidated income statements assume there will be no underlying movement in the fair value of the Investment Properties, any derivative financial instruments or other financial assets during the forecast period#30Financial Forecasts Forecast Distribution Statement Statutory 12 months 30 Jun 14 73.3 • ($m) Net income after tax Add: Cash received from Rental Guarantee - vacancy - rent free incentives Deduct: Straight lining of rental income 4.1 5.2 (10.8) 30 50 • Distributable Earnings represents the Directors' view of cash available for distribution in the forecast period Forecast Distributable Earnings in 2014 of $69 million after adjustments - Includes a structural vacancy allowance Payout ratio of 88% of Distributable Earnings - Long term leases provide a secure income stream to support distributions Capital expenditure forecast for FY14 of $1.2 million reflecting modern retail assets First forecast distribution of 5.6 cents per Stapled Unit is expected to be paid in August 2013 Deduct: Other non-cash items (1) (0.9) Deduct: Structural vacancy allowance (1.5) Deduct: Amortisation of rent free incentive under Rental Guarantee (0.6) Distributable Earnings 68.8 • Distribution 60.8 Distributable Earnings per unit (cents) 11.8 • Distribution per unit (cents) 10.4 % of Distributable Earnings Tax deferred component (2) 88% 39% €2 Adjustment for accounting treatment of the Rental Guarantee (2) Percentage of forecast distribution estimated to be tax deferred#31Financial Forecasts (cont.) Pro Forma Balance Sheet Allotment on fully . ($m) At Allotment invested basis Assets Cash 5.0 5.0 - Investment property - completed 1,056.3 1,388.6 Investment property under construction 197.8 Rental Guarantee 17.8 17.8 GST Receivable 2.0 2.0 Total assets 1,278.9 1,413.4 Liabilities Long-term debt 355.3 489.8 . Total liabilities 355.3 489.8 Net assets 923.6 923.6 Equity Contributed equity Accumulated losses Total equity 960.9 960.9 (37.3) (37.3) 923.6 923.6 Number of Stapled Units (millions) 584.2 584.2 NTA per unit ($) 1.58 1.58 Gearing (NDTA inc Rental Guarantee) 27% 34% 31 Pro Forma Balance Sheet as at the Allotment Date adjusted for the acquisition of the Development Portfolio • Not a statutory year end balance sheet Initial acquisition of $1.3 billion of property assets at the Allotment Date - $1.1 billion in Completed Portfolio - $198 million in development properties under construction Debt increases on completion of Development Portfolio - - Further $134 million in debt-funded payments under the DMAS - Gearing increases from 27% to 34% on a pro forma basis#32INVESTMENT SUMMARY SCA Property Group 7#33Investment Summary 1 A geographically diverse portfolio 2 Bias towards more defensive non-discretionary segment of the retail market Woolworths liquor 3 Long term leases to quality retail tenants 4 Modern retail assets 5 An attractive distribution yield Meelarths Pakenham Marketplace Leura, NSW Pakenham, VIC 33 33#34OVERVIEW OF THE OFFER SCA Property Group 8#35(1) Overview of the Offer Offer to raise between $425 - 506 million, comprising: Final Price Sensitivities - A Woolworths Retail Shareholder Offer; Final Price ($) 1.26 1.34 1.42 1.50 - - - - A Broker Firm Offer; A General Public Offer; and An Institutional Offer Provides Woolworths Shareholders an opportunity to increase exposure to SCA Property Group - Offer Price Range of $1.26 - 1.50 per Stapled Unit (inclusive) Final Price will be determined by Woolworths, in consultation with SCPRE and the Lead Manager, after the close of the Institutional Offer Forecast FY14 Distributable Earnings yield of between 7.9% and 9.4% (1) Forecast FY14 distribution yield of between 6.9% and 8.3% (1) - 5-20% discount to NTA Sources ($m) Capital distribution Debt funding Equity funding Total Discount to NTA 20% 15% 10% 5% Forecast FY14 Distributable 9.4% 8.8% 8.3% 7.9% Earnings Yield Forecast FY14 8.3% 7.8% 7.3% 6.9% Distribution Yield Offer Discount to NTA 20.0% 5.0% 557 476 358 358 425 506 1,340 1,340 Uses ($m) Completed Portfolio 1,074 1,074 Land and WIP of Development Portfolio 198 198 Transaction costs 63 63 Cash and working capital 5 5 Total 1,340 1,340 Based on an Offer Price Range of $1.26 - 1.50 (inclusive) and NTA of $1.58 at Allotment 35 35#36Timetable 36 56 Event Record date for the Woolworths Retail Shareholder Offer Woolworths Retail Shareholder Offer, Broker Firm Offer and General Public Offer open Woolworths Retail Shareholder Offer, Broker Firm Offer and General Public Offer close Meeting of Woolworths Shareholders Institutional Offer bookbuild SCA Property Group commences trading on a conditional and deferred settlement basis Date (1) Wednesday 10 Oct 2012 Monday 15 Oct 2012 Tuesday 20 Nov 2012 Thursday 22 Nov 2012 Thursday 22 Nov 2012 - Friday 23 Nov 2012 Settlement of Offer Allotment of Stapled Units / Implementation Date Dispatch of confirmation statements Normal trading of Stapled Units on ASX (1) Monday 26 Nov 2012 Monday 10 Dec 2012 Tuesday 11 Dec 2012 By Tuesday 18 Dec 2012 Wednesday 19 Dec 2012 Woolworths reserves the right, with the consent of the Lead Manager, subject to the Corporations Act, ASX Listing Rules and other applicable laws to vary the dates of the Offer, including closing the Offer early, extending the Offer or accepting late applications, either generally or in particular cases, without notice. Accordingly, you are encouraged to submit your Application Forms as soon as possible after the Offer opens. No cooling-off rights apply to the Offer.#37APPENDICES A. Summary of Financial Assumptions Slide 38 B. Key Hedging Policies and Debt Covenants Slide 40 C. Portfolio List Slide 41 D. Structure of SCA Property Group Slide 44 SCA Property Group#38Summary of Financial Assumptions - Appendix A Forecast assumptions have been done on a property by property basis where appropriate and are consistent with independent valuation reports. Full details of the assumptions are included in PDS section 7.4 Rental income Reletting and vacancy Outgoings and expenses • • Site Access Fee • Based on existing leases and assumptions for future occupancy rates, tenant retention and market rentals for the Completed Portfolio and Development Portfolio • Property income comprises gross rental including casual mall leasing and expense recoveries • Property rental is assumed to commence from the date of completion for properties in the Development Portfolio Rental income has been recognised on a straight line basis in accordance with accounting standards Letting up of 2-12 months • Retention rates of 50 - 90% • Lease incentives of 9 - 12 months Leasing commissions of 12 - 15% of first year rental income depending on the location of each property For specialty tenants, fixed rental increases of 4.0% have been applied, inline with existing lease arrangements In some cases, specialty leases are assumed to increase annually by CPI or CPI plus a fixed percentage of 1.5% typically Forecast to increase in line with known increases to statutory rates and taxes, as agreed in existing service contracts or by CPI Outgoings include forecast maintenance expenditure Operating expenses include estimates of director's fees, management and other salaries, audit fees, legal fees, valuation fees, share registry fees, insurance and other costs which management expect to incur Transaction costs include stamp duty, listing fees, underwriting fees and advisors fees in respect of property due diligence and the issue of the PDS . For Australian Properties in the Development Portfolio, the Woolworths Group will provide SCA Property Group with a Site Access Fee on the land and WIP (Initial Payment) from and including the Allotment Date to the date that the Final Payment is made under the DMA The annual Site Access Fee is equal to the valuer's determined capitalisation rate multiplied by the Initial Payment and paid on a monthly basis 38 38#3939 Summary of Financial Assumptions (cont.) - Appendix A Forecast assumptions have been done on a property by property basis where appropriate and are consistent with independent valuation reports. Full details of the assumptions are included in PDS section 7.4 Minimum Rental Guarantee Interest Expense Tax Expense • • • • The forecasts assume income will be received for vacant leases and rental incentives payable in accordance with the Rental Guarantee provided by Woolworths The level of Rental Guarantee assumed to be received reflects the assumptions adopted in respect of tenant retention rates, let ups and lease incentives The net present value of the cash flows expected to be received under the Rental Guarantee have been capitalised on SCA Property Group's balance sheet at the Allotment Date and are offset against the gross income over the period in which they are forecast to be received Development Portfolio - - Until payment of the development price, Woolworths is required to use best endeavours to lease specialty tenancies in accordance with agreed leasing criteria After the development price is paid, SCA Property Group will assume responsibility for leasing any vacant tenancies Woolworths guarantees the total amount of gross rent from specialty tenancies for a period of two years after payment of the development price Woolworths is responsible for incentives payable in respect of specialty tenancies If any specialty tenancy in the Australian Development Portfolio remains unlet at the end of the guarantee period, Woolworths must pay to SCA Property Group an amount equal to six months' rent for each unlet tenancy to compensate for incentives which it may subsequently have to provide to procure a tenant of the vacant premises Weighted average all-in debt costs of 5.7% inclusive of margin and hedging arrangements Debt facilities assumed to be hedged to 90% at a blended fixed interest rate of 3.5% Establishment costs of $2 million capitalised against debt balance at Allotment to be amortised over the term of the debt SCA Property Group's New Zealand entities are subject to New Zealand tax on their earnings#40Key Hedging Policies and Debt Covenants - Appendix B Hedging Policies Key Debt Covenants • Interest Rate Exposure: • - - • Target fixed interest rate exposure of 50 to 100% of drawn borrowings Forecast assumes 90% of initial drawn debt is hedged and 50% of debt drawn to fund the DMA payments • Approximately 82% of drawn facilities hedged at fixed rates Settlement Foreign Exchange Exposure: - Forecast assumes an AUD/NZD exchange rate of A$1.00 = NZ$1.25 Gearing (1) ICR (2) Priority Debt (3) Secured Finance Debt (4) Total Tangible Assets Ratio (5) Covenant < 50% > 2.0x <10% <10% > 90% 40 40 • Capital Foreign Exchange Exposure: Debt Drawdown Profile Policy of matching foreign currency assets with liabilities to create a natural hedge and use of derivatives where appropriate - New Zealand acquisitions will be 60% debt funded in New Zealand Dollar debt ($m) At 7 months 6 months 6 months Allotment to Jun-13 to Dec-13 to Jun-14 Total DMA 83.6 34.6 16.4 134.5 - Net exposure of up to 40% of acquisition value • Income Foreign Exchange Exposure: Drawdown Total Debt Policy of matching a portion of foreign currency income with expenses (including interest expenses) to create a natural hedge and use of derivatives where appropriate Cash 355.3 5.0 438.9 473.5 489.8 489.8 5.0 Total 1,278.9 1,413.4 Assets - Forecast assumes New Zealand Dollar income exposure will be managed by off-setting interest on NZD borrowing against New Zealand operating income Gearing (1) 27% 34% (1) Defined as the ratio of total finance debt net of cash and cash equivalents to total tangible assets, excluding mark-to-market derivatives Interest cover ratio defined as the ratio of EBIT (after adjusting for amortisation and non-cash items) to net interest expense under the Debt Facility (3) (4) Defined as the ratio of Priority Debt to total assets; Priority Debt is any finance debt raised by SCA Property Group entities which do not guarantee the Debt Facility Defined as the ratio of secured finance debt to total tangible assets (5) Defined as the ratio of total tangible assets of SCA Property Group and guarantors of the Debt Facility (on a non-consolidated basis) to the total tangible assets of SCA Property Group#41Portfolio List-Appendix C 41 Woolworths % of Total Woolworths as Occupancy GLA % of Total GLA (% by GLA) Forecast Period Gross Income Number of Specialty Stores WALE (years, Capitalisation by GLA) Rate Independent Valuation (A$m) State Property Type Completed Portfolio Berala NSW Neighbourhood Centre 4,340 85% 100% 75% 5 18.4 8.00% 18.7 Burwood DM NSW Freestanding 1,400 100% 100% 100% - 15.0 7.25% 7.3 Cardiff NSW Neighbourhood Centre 5,853 76% 89% 60% 13 17.7 8.25% 16.0 Culburra Beach NSW Freestanding 1,698 97% 97% 97% 1 21.0 8.75% 5.3 Goonellabah NSW Neighbourhood Centre 5,511 71% 95% 59% 9 16.1 8.50% 16.0 Griffith North NSW Freestanding 2,672 100% 100% 100% 14.9 7.50% 7.8 Inverell Big W NSW Freestanding 7,690 98% 98% 97% 1 14.9 10.00% 15.5 Katoomba DM NSW Freestanding 1,420 100% 100% 100% 14.9 7.50% 5.8 Lane Cove NSW Neighbourhood Centre 6,721 51% 100% 42% Leura NSW Neighbourhood Centre 2,547 80% 100% 68% Lismore NSW Neighbourhood Centre 6,923 59% 85% 50% Macksville NSW Neighbourhood Centre 3,623 88% 95% 83% Merimbula NSW Neighbourhood Centre 5,133 65% 90% 69% Mittagong Village NSW Neighbourhood Centre 2,235 71% 97% 73% Moama Marketplace NSW Neighbourhood Centre 4,519 80% 97% 79% Morisset NSW Neighbourhood Centre 4,141 79% 93% 73% Mullumbimby NSW Freestanding 2,373 100% 100% 100% North Orange NSW Neighbourhood Centre 4,974 73% 99% 61% Swansea NSW Neighbourhood Centre 3,750 93% 96% 88% Ulladulla NSW Neighbourhood Centre 5,321 78% 99% 63% West Dubbo NSW Neighbourhood Centre 4,208 71% 90% 58% Dunedin South NZ Freestanding 4,071 100% 100% 100% Hornby NZ Freestanding 4,317 100% 100% 100% Kelvin Grove NZ Neighbourhood Centre 3,611 89% 98% 85% Kerikeri NZ Freestanding 3,887 100% 100% 100% Nelson South NZ Freestanding 2,659 100% 100% 100% Rangiora East NZ Freestanding 3,786 100% 100% 100% Rolleston NZ Freestanding 4,251 100% 100% 100% St James NZ Neighbourhood Centre 4,505 78% 99% 74% 65152640340256 16.2 7.25% 38.3 17.4 8.25% 12.5 19 14.0 8.75% 23.6 19.6 8.50% 9.2 15.8 8.75% 13.5 14.9 8.00% 7.8 18.8 8.50% 11.0 9 12.5 8.75% 14.0 15.3 7.50% 9.0 18.3 8.00% 24.3 20.7 8.50% 10.7 18.9 8.50% 14.8 15.3 8.75% 12.0 15.0 8.25% 12.0 15.0 8.25% 12.0 18.3 8.00% 8.6 20.0 8.125% 11.5 20.0 8.00% 7.7 20.0 8.125% 9.7 20.0 8.25% 10.4 16.4 7.87% 9.6#42Portfolio List (cont.) - Appendix C 42 Woolworths % of Total Woolworths as Occupancy State Property Type GLA % of Total GLA (% by GLA) Forecast Period Gross Income Number of Specialty Stores by GLA) WALE (years, Capitalisation Rate Independent Valuation (A$m) Completed Portfolio Takanini NZ Neighbourhood Centre 7,585 55% 94% 54% 11 12.9 8.00% 24.4 Warkworth NZ Neighbourhood Centre 3,831 89% 89% 91% 5 17.9 8.00% 13.3 Carrara QLD Neighbourhood Centre 3,718 91% 100% 80% 5 14.5 8.25% 14.7 Central Highlands QLD Sub-regional 18,855 66% 100% 46% 23 16.1 7.75% 58.5 Chancellor Park Marketplace QLD Neighbourhood Centre 5,203 67% 96% 60% 15 16.4 8.50% 25.6 Collingwood Park QLD Neighbourhood Centre 4,761 79% 100% 59% 9 17.9 9.00% 11.5 Coorparoo QLD Neighbourhood Centre 4,645 82% 92% 65% Gladstone QLD Neighbourhood Centre 4,794 72% 100% 61% Mackay QLD Neighbourhood Centre 4,013 83% 98% 67% 996 17.8 7.75% 21.2 16.1 8.00% 24.0 17.5 8.00% 20.5 Mission Beach QLD Neighbourhood Centre 4,099 80% 89% 69% 10 12.3 9.50% 9.2 Woodford QLD Neighbourhood Centre 3,671 78% 88% 64% 9 12.2 9.50% 8.6 Blakes Crossing SA Neighbourhood Centre 5,557 77% 92% 60% 14 12.8 8.50% 19.9 Mt Gambier SA Sub-regional 27,093 84% 97% 61% 31 19.5 7.94% 67.5 Murray Bridge SA Sub-regional 18,306 58% 98% 38% 45 11.8 8.25% 58.0 Albury VIC Neighbourhood Centre 4,965 69% 99% 57% 10 17.0 8.25% 18.5 Bright VIC Neighbourhood Centre 3,257 89% 89% 86% 4 19.4 7.50% 9.0 Cowes VIC Neighbourhood Centre 5,030 74% 90% 66% 10 17.7 8.25% 16.8 DM Warrnambool VIC Freestanding 1,440 100% 100% 100% 15.7 6.75% 5.7 Emerald Park (Vic) VIC Freestanding 2,915 100% 100% 100% 22.0 6.75% 11.5 Epping North VIC Neighbourhood Centre 5,376 66% 91% 54% 14 16.0 7.75% 20.5 Maffra VIC Freestanding 2,323 100% 100% 100% 15.1 7.00% 9.3 Mildura VIC Freestanding 9,160 99% 100% 97% Pakenham VIC Sub-regional 17,668 69% 100% 44% Warrnambool VIC Neighbourhood Centre 4,534 83% 95% 75% Busselton WA Neighbourhood Centre 5,223 88% 96% 82% Kwinana Marketplace WA Sub-regional 28,139 47% 83% 29% Treendale WA Neighbourhood Centre 7,280 48% 73% 39% 1556 200 = 19.8 8.00% 23.0 35 12.3 7.50% 68.0 13.6 8.25% 11.1 19.1 8.50% 18.2 82 11.9 8.25% 87.0 17 9.2 8.25% 24.4 Sub Total Completed Portfolio 331,577 75% 95% 61% 538 15.8 8.1% 1,074#43Portfolio List (cont.) - Appendix C 43 Woolworths % of Total Woolworths as Occupancy State Property Type GLA % of Total GLA (% by GLA) Forecast Period Gross Income Number of Specialty Stores WALE (years, Capitalisation by GLA) Rate Independent Valuation (A$m) Development Portfolio Cabarita NSW Neighbourhood Centre 3,421 78% 68% Fairfield Heights NSW Freestanding 3,802 91% 86% Greystanes NSW Neighbourhood Centre 5,559 54% 27 Katoomba Marketplace NSW Freestanding 9,387 100% 100% Bridge Street NZ Freestanding 4,293 100% 100% New town NZ Neighbourhood Centre 4,868 92% 86% Stoddard Road NZ Freestanding 4,200 100% 100% Tawa NZ Freestanding 4,200 100% 100% Brookwater Village QLD Neighbourhood Centre 6,713 64% 48% Walkerville SA Neighbourhood Centre 5,344 79% 65% Highett VIC Neighbourhood Centre 5,808 75% 59% Lilydale Marketplace VIC Sub-regional 21,997 58% 39% Margaret River WA Neighbourhood Centre 5,774 66% 59% 2226223± 12 9.00% 14.9 7.50% 16.0 8.00% 38.2 7.50% 38.5 7.75% 11.7 7.50% 16.5 7.75% 15.3 7.75% 11.7 12 8.50% 24.8 12 7.75% 19.5 13 7.75% 24.0 60 7.75% 80.5 14 8.25% 20.7 Sub Total Development Portfolio Total 85,366 76% 65% 158 7.9% 332 416,943 75% 95% 61% 696 15.8 8.1% 1,406#44Structure of SCA Property Group - Appendix D 44 Hold Co SCPRE SCA Property Management Trust Key = Trust = Company = = Assets Operating Co SCA Property Group Stapled Units Stapling Deed / Provisions SCA Property Retail Trust SCA Property NZ Retail Trust Australian Real Estate Assets NZ Real Estate Assets