Deed poll Federation Limited ACN 114 757 783 (FL) 62 Charlotte St Brisbane Q 4000 GPO Box 1279 Brisbane Q 4001 T +61 7 3831 8999 F +61 7 3831 1121 www.mcmahonclarke.com Liability limited by a scheme approved under professional standards legislation.
Date By This deed poll (Deed) is made on the date noted on page 7 of this document. Federation Limited ACN 114 757 783 of Level 28, 35 Collins Street, Melbourne, Victoria (FL) In favour of Each Unitholder. (Favouree) Introduction A. RREL is the responsible entity of RDP 18 and RDP 18 Unit Trust, both of which are registered managed investment schemes. B. The independent directors of RREL have resolved that RREL should call the RDP 18 Unit Trust Meeting to introduce the RDP 18 Unit Trust Liquidity Mechanism into the RDP 18 Unit Trust Constitution. C. RREL will also propose similar amendments to the RDP 18 Constitution. D. The effect of introducing the RDP 18 Unit Trust Liquidity Mechanism into the RDP 18 Unit Trust Constitution will be that (i) (ii) FL (or its Nominee) will be granted a call option over all of the Units, and each Favouree will be granted a put option enabling them to put the Favouree s Units to FL (or its Nominee). E. Under the terms of the RDP 18 Unit Trust Liquidity Mechanism, FL (or its Nominee) must pay the FDC Disposal Proceeds for each Unit acquired under the RDP 18 Unit Trust Liquidity Mechanism. F. FL is entering into this Deed for the purposes of providing certain undertakings in favour of the Favourees under the RDP 18 Unit Trust Liquidity Mechanism. G. The terms of this Deed follow. Schedules The following Schedules form part of this Deed: A. Schedule 1 Dictionary. B. Schedule 2 Rules for interpretation. C. Schedule 3 RDP 18 Unit Trust Supplemental Deed. Page (i)
CONTENTS 1. Nature of Deed 3 2. Conditions to obligations under this Deed 3 3. Performance of Obligations generally 3 4. Undertakings 3 5. Warranties 4 6. Continuing obligations under this Deed 4 7. Notices 4 7.1 Form 4 7.2 Delivery 4 7.3 When effective 4 7.4 When taken to be received 4 7.5 Receipt outside business hours 5 8. General 5 8.1 Waiver 5 8.2 Variation 5 8.3 Remedies cumulative 5 8.4 Assignment 5 8.5 Further assurances 5 9. Legal 6 9.1 Choice of Law 6 9.2 Jurisdiction 6 9.3 Submissions on jurisdiction 6 Schedule 1 Dictionary 8 Schedule 2 Rules for interpretation 10 Schedule 3 RDP 18 Unit Trust Supplemental Deed 11 Page (ii)
TERMS 1. Nature of Deed FL acknowledges that, subject to clause 2, this Deed may be relied on and enforced in accordance with its terms by each Favouree against FL even though the Favourees are not a party to it, and RREL, as attorney and agent for each Favouree, even though RREL is not a party to it. 2. Conditions to obligations under this Deed FL s obligations under this Deed are subject to and conditional upon (d) the resolution to introduce the RDP 18 Unit Trust Liquidity Mechanism into the RDP 18 Unit Trust Constitution being passed at the RDP 18 Unit Trust Meeting the RDP 18 Unit Trust Supplemental Deed becoming effective in accordance with section 601GC(2) of the Act the resolution to introduce the RDP 18 Liquidity Mechanism into the RDP 18 Constitution being passed at the RDP 18 Meeting, and the RDP 18 Supplemental Deed becoming effective in accordance with section 601GC(2) of the Act. 3. Performance of Obligations generally Subject to clause 2, FL and any Nominee that FL appoints under the RDP 18 Unit Trust Liquidity Mechanism must comply with any Obligations imposed on it under the RDP 18 Unit Trust Supplemental Deed and do all things necessary or desirable to give full effect to the RDP 18 Unit Trust Liquidity Mechanism. 4. Undertakings Subject to clause 2, FL undertakes in favour of each Favouree to perform all Obligations imposed on FL under the RDP 18 Unit Trust Supplemental Deed including doing everything that it is expressly required to do under the RDP 18 Unit Trust Liquidity Mechanism if FL appoints a Nominee under the RDP 18 Unit Trust Liquidity Mechanism, then it will ensure that the Nominee performs all Obligations imposed on the Nominee under the RDP 18 Unit Trust Supplemental Deed including doing everything that it is expressly required to do under the RDP 18 Unit Trust Liquidity Mechanism if it issues, or any nominee that it appoints under the RDP 18 Liquidity Mechanism issues, an FDC Call Option Notice in respect of the External Lots in RDP 18, then it will also issue, or ensure that any Nominee it appoints under the RDP 18 Unit Trust Liquidity Mechanism issues, an FDC Call Option Notice in respect of the all of the Units in the RDP 18 Unit Trust, and Page 3
(d) it will pay, or ensure that any Nominee it appoints under the RDP 18 Unit Trust Liquidity Mechanism pays, all stamp duty (including fines and penalties) chargeable, payable or assessed in relation to the acquisition of the Units. 5. Warranties FL represents and warrants that (d) it is a corporation validly existing under the laws of its place of registration it has the corporate power to enter into and perform its obligations under this Deed and to carry out the transaction contemplated by this Deed it has taken all necessary corporate action to authorise its entry into this Deed and has taken or will take all necessary corporate action to authorise the performance of this Deed and to carry out the transactions contemplated by this Deed, and this Deed is valid and binding upon FL and enforceable against FL in accordance with its terms. 6. Continuing obligations under this Deed This Deed is irrevocable and, subject to clause 2, remains in full force and effect until FL has fully performed its obligations under this Deed. 7. Notices 7.1 Form All notices or other communications to FL in respect of this Deed must be 7.2 Delivery in writing signed by the sender (if an individual) or an Authorised Representative of the sender, and marked to the attention of the person identified in the Notice Address. Communications must be 7.3 When effective left at the address set out or referred to in the Notice Address sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Notice Address, or sent by fax to the fax number set out or referred to in the Notice Address. Communications take effect from the time they are received or taken to be received under clause 7.4 (whichever happens first) unless a later time is specified. 7.4 When taken to be received Communications are taken to be received Page 4
if sent by post, three days after posting (or seven days after posting if sent from one country to another), or if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent. 7.5 Receipt outside business hours Despite clauses 7.3 and 7.4, if communications are received or taken to be received under clause 7.4 after 5.00pm in the place of receipt or on a non- Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified. 8. General 8.1 Waiver (d) A waiver of any right arising from a breach of this Deed or of any right, power, authority, discretion or remedy arising upon default under this Deed must be in writing and signed by the party giving the waiver. A failure or delay in exercise, or partial exercise, of (i) (ii) 8.2 Variation a right arising from a breach of this Deed, or a right, power, authority, discretion or remedy created or arising upon default under this Deed, does not result in a waiver of that right, power, authority, discretion or remedy. A party is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority discretion or remedy arising from a breach of this Deed or on a default under this Deed as constituting a waiver of that right, power, authority, discretion or remedy. A party may not rely on any conduct of another part as a defence to exercise a right, power, authority, discretion or remedy by that other party. A provision of this Deed or any right created under it may not be varied, altered or otherwise amended unless the variation is agreed to by RREL and FL in writing, in which event FL must enter into a further Deed in favour of the Favourees giving effect to the variation, alteration or amendment. 8.3 Remedies cumulative The rights and remedies of FL, RREL and each Favouree under this Deed are in addition to other rights and remedies given by law independently of this Deed. 8.4 Assignment The rights and obligations of FL, RREL and each Favouree under this Deed are personal and must not be assigned or otherwise dealt with at law or in equity. 8.5 Further assurances FL must execute all documents and do all things necessary or expedient to give effect to this Deed. Page 5
9. Legal 9.1 Choice of Law This Deed is governed by and construed in accordance with the laws of Victoria. 9.2 Jurisdiction Actions, suits or proceedings relating in any way to this Deed or document or dealings contemplated by it, may be instituted, heard and determined in a court of competent jurisdiction in Victoria. 9.3 Submissions on jurisdiction FL irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such action, suit or proceeding. Page 6
Execution This Deed is made this day of 2014. Signed, sealed and delivered as a deed poll for and on behalf of Federation Limited ACN 114 757 783 by Name (please print) Signature of attorney Who is authorised by a power of attorney dated 29 January 2013 and who declares that they have at the time of execution of this document no notice of its revocation Page 7
Schedule 1 Dictionary Capitalised terms not otherwise defined below have the meanings given to them in the RDP 18 Unit Trust Supplemental Deed. ASIC Authorised Representative Deed External Lots External Owners Notice Notice Address Means the Australian Securities and Investments Commission. Means in respect of each party, a solicitor of that party or a person nominated by Notice to the other party as an authorised representative, and in respect of a party which is a corporation, a company secretary or director. This deed poll including all of its annexures, schedules and recitals. Has the meaning given to it in the RDP 18 Supplemental Deed. Has the meaning given to it in the RDP 18 Supplemental Deed. A written notice, consent, approval, direction, order or other communication. The following address or facsimile number Federation Limited Service address: Facsimile number: (03) 9236 6301 Attention: Level 28, 35 Collins Street, Melbourne, Victoria, 3000 The Directors Obligation RDP 18 Means any act, matter or thing contemplated to be done or performed by FL or its Nominee under the RDP 18 Unit Trust Supplemental Deed regardless of whether FL or it Nominee is legally bound by the RDP 18 Unit Trust Supplemental Deed. Means the registered managed investment scheme known as Retail Direct Property 18 ARSN 097 912 411. RDP 18 Constitution Means the trust deed that established RDP 18 dated 26 July 2001, which has been amended a number of times since it was originally lodged with ASIC. RDP 18 Liquidity Mechanism RDP 18 Meeting Means the liquidity mechanism to be inserted as Schedule 6 to the RDP 18 Constitution as set out in clause 3.1 of the RDP 18 Supplemental Deed. Means a meeting of members of RDP 18 convened by RREL to consider, and if thought fit, approve the RDP 18 Liquidity Mechanism. Page 8
RDP 18 Supplemental Deed RDP 18 Unit Trust RDP 18 Unit Trust Constitution RDP 18 Unit Trust Liquidity Mechanism RDP 18 Unit Trust Meeting RDP 18 Unit Trust Supplemental Deed Means the deed poll made by RREL amending the RDP 18 Constitution substantially in the form of Schedule 3 to the deed poll entered into by FL in favour of the External Owners of RDP 18. Means the registered managed investment scheme known as Retail Direct Property 18 Unit Trust ARSN 091 912 546. Means the trust deed that established the RDP 18 Unit Trust dated 26 July 2001, which has been amended a number of times since it was originally lodged with ASIC. Means the liquidity mechanism to be inserted as Schedule 4 to the RDP 18 Unit Trust Constitution as set out in clause 3.1 of the RDP 18 Unit Trust Supplemental Deed. Means a meeting of members of RDP 18 Unit Trust convened by RREL to consider, and if thought fit, approve the RDP 18 Unit Trust Liquidity Mechanism. Means the deed poll made by RREL amending the RDP 18 Unit Trust Constitution substantially in the form of Schedule 3. RREL Means Retail Responsible Entity Limited ACN 145 213 663. Page 9
Schedule 2 Rules for interpretation In this Deed unless the context indicates a contrary intention (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) words denoting any gender include both genders the singular number includes the plural and vice versa references to any legislation includes any legislation which amends or replaces that legislation and any subordinate legislation a person includes their executors, administrators, successors, substitutes (for example, persons taking by novation) and assigns a person includes companies and corporations and vice versa except in the dictionary, headings do not affect the interpretation of this Deed the construction least favourable to the party responsible for drafting the Deed will not be adopted against that party merely because that party put forward the first draft of this Deed words in italics (other than clause or sub-clause headings) provide an explanation or example of the intended operation of the particular clause in question and may be used to resolve any dispute about that clause amounts of money are expressed in Australian dollars unless otherwise expressly stated a reference to a document includes any variation or replacement of it a reference to any thing includes the whole or each part of it words defined in the Corporations Act 2001, the RDP 18 Unit Trust Constitution and the RDP 18 Unit Trust Supplemental Deed and not otherwise defined in this Deed have the same meaning when used in this Deed except where the context otherwise requires if a day on or by which an obligation must be performed or an event must occur is not a Business Day, then the obligation must be performed or the event must occur on or by the next Business Day where time is to be calculated by reference to a day or event, then that day or event is excluded, and the defined terms in Schedule 1 have the meaning given them in that schedule except where the context otherwise requires. Page 10
Schedule 3 RDP 18 Unit Trust Supplemental Deed Page 11