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Commonwealth Managed Investments Limited Commonwealth Managed Investments Limited ABN 33 084 098 180

CFS Retail Property Trust Group (CFX)

24 December 2013 ASX ANNOUNCEMENT NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES CFX Security Purchase Plan

Commonwealth Managed Investments Limited (CMIL), as Responsible

Entity of CFS Retail Property Trust Group (CFX), is pleased to offer

eligible securityholders an opportunity to participate in a Security

Purchase Plan (SPP).

As announced on 18 December 2013, equity raised through the SPP will

be utilised to part-fund the internalisation of the management of CFX, if a

proposal to do so is approved by securityholders. Should the internalisation

proposal not proceed, funds raised through the SPP will initially be used to

reduce debt and applied to future development and acquisition opportunities.

The SPP raising, which is capped at $15 million, provides eligible

securityholders on the register at 7.00pm (Sydney time) on 17 December

2013 with a registered address in Australia or New Zealand an opportunity

to purchase new CFX stapled securities (Securities). The Securities will be

offered at $1.782 per new Security (which is $1.85, being the price paid by

institutional investors in the 18 December 2013 institutional placement, less

$0.068, being the amount of the estimated CFX distribution for the six months

ending 31 December 2013).

Eligible securityholders may subscribe $3,564.00, $5,346.00, $10,692.00 or

$14,999.09 for new Securities under the SPP, without incurring brokerage or

other transaction costs.

The attached SPP Offer Booklet has been sent to all eligible securityholders

today. Completed Application Forms from eligible securityholders must be

received by the Security Registry no later than 5.00pm, 23 January 2014.

ENDS

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Michelle Brady Company Secretary Commonwealth Managed Investments Limited For further information please contact: Michael Gorman Angus McNaughton Fund Manager Managing Director, Property CFS Retail Property Trust Group Colonial First State Global Asset Management Phone: +61 2 9303 3448 Phone: +61 2 9303 3765 Email: [email protected] Email: [email protected]

Investor and media contacts: Penny Berger Head of Investor Relations and Communications Colonial First State Global Asset Management Phone: +61 2 9303 3516 or +61 402 079 955 Email: [email protected]

Security Registry details: CFS Retail Property Trust Group c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone (Freecall): 1800 500 710 Telephone (outside Australia): +61 1800 500 710 Facsimile: +61 2 9287 0303 Email: [email protected] Website: linkmarketservices.com.au

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any

securities in the United States. The new securities to be offered and sold in the SPP have not been, and

will not be, registered under the U.S. Securities Act of 1933 (the ‘U.S. Securities Act’) or the securities

laws of any state or other jurisdiction of the United States. Accordingly, the new securities to be offered

and sold in the SPP will only be offered and sold to eligible securityholders in Australia and New

Zealand in ‘offshore transactions’ (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on

Regulation S under the U.S. Securities Act.

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mailto:[email protected]



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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Commonwealth Managed Investments Limited


ABN 33 084 098 180

CFS Retail Property Trust Group

(CFX) CFX comprises:

CFS Retail Property Trust 1 (ARSN 090 150 280) (CFX1);and

CFS Retail Property Trust 2 (ARSN 156 647 853) (CFX2).

CFX Security Purchase Plan Offer Booklet

This Security Purchase Plan (SPP) Offer Booklet contains important information. You should read this document

in full and seek advice from your financial or other professional adviser before making any investment decision.

This document does not provide financial advice and has been prepared without taking into account your

investment objectives, financial situation or particular needs.

Neither Commonwealth Bank of Australia ABN 48 123 123 124 (the Bank) nor any of its subsidiaries

guarantees or in any way stands behind the performance of CFX or the repayment of capital by CFX.

Investments in CFX are not deposits or other liabilities of the Bank or its subsidiaries, and investment-type

products are subject to investment risk including possible delays in repayment and loss of income and principal

invested.

These materials do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the

United States or to, or for the account or benefit of, any person in the United States. This Offer Booklet may

not be distributed or released in the United States. The offer and sale of securities in the SPP have not been,

and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of

the United States and may not be offered or sold in the United States or to, or for the account or benefit of,

any person in the United States unless registered or offered and sold in a transaction exempt from, or not

subject to, the registration requirements of the Securities Act and applicable state securities laws. For

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CFS Retail Property Trust Group (CFX) - Security Purchase Plan Offer Booklet

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Contents

CLAUSE PAGE

CHAIRMAN'S LETTER ............................................................................................................ 3 A. INTRODUCTION ............................................................................................................... 5 B. TIMETABLE ...................................................................................................................... 5 C. FREQUENTLY ASKED QUESTIONS ....................................................................................... 5 D. TERMS AND CONDITIONS OF THE SPP ............................................................................... 9 E. GLOSSARY .................................................................................................................... 15

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24 December 2013

Dear securityholder,

On behalf of Commonwealth Managed Investments Limited (CMIL), which is the Responsible Entity

for CFS Retail Property Trust Group (CFX), I am pleased to offer you an opportunity to increase

your CFX securityholding by participating in the Security Purchase Plan (SPP) described in this

booklet. The SPP enables you to subscribe up to approximately $15,000 of CFX Securities, without

incurring brokerage or other transaction costs.

On 18 December 2013, CMIL announced an agreed proposal to internalise the management of CFX

to create one of Australia's largest fully integrated and independently managed retail property

groups, with $13.9 billion in assets under management1 (the Proposal2).

The Proposal involves CFX making a cash payment to Commonwealth Bank of Australia (the Bank)

of $460 million3 to:

acquire CMIL which is the Responsible Entity of CFX and a number of funds

allow and enable CMIL to assume the management of CFX and a number of wholesale

property funds and other direct property investment mandates, and

acquire the integrated retail asset management business that provides property

management, development management and leasing services for CFX-owned and co-

owned properties, wholesale property funds and third party mandates.

The Proposal provides significant strategic benefits for CFX securityholders and is expected to

deliver 2.2% accretion to forecast distributable income and 4.2% value accretion, on a per

Security pro forma basis for the year ending 30 June 20144. The Independent Directors of CMIL

unanimously recommend the Proposal in the absence of a superior proposal and subject to an

Independent Expert's Report concluding the Proposal is fair and reasonable for, and in the best

interests of, CFX securityholders other than the Bank and its associates. The Proposal requires

approval by CFX securityholders voting at an Extraordinary General Meeting expected to be held in

March 2014. A Notice of Meeting, Explanatory Memorandum and Prospectus are expected to be

lodged with the Australian Securities Exchange (ASX) and sent to CFX securityholders in February

2014.

On 18 December 2013, CMIL also announced a placement to institutional investors (Placement)

which was completed on 19 December 2013 and which raised $280 million. The proceeds of the

Placement and the SPP, together with debt, will be used to fund the Proposal. In the event that the

Proposal is not implemented, proceeds from the Placement and the SPP will initially be used to

reduce debt, and applied to future development and acquisition opportunities. Unlike the Proposal,

the Placement and the SPP are not subject to securityholder approval.

The SPP gives you the opportunity to increase your CFX securityholding at $1.782 per new

Security (which is $1.85 being the price paid by institutional investors in the Placement less

$0.068 being the amount of the estimated distribution for the six months ending 31 December

1 Based on 30 June 2013 figures, and adjusted for post balance date items including asset sales, estimated asset

revaluations and capital expenditure. Excludes funds in wind-down. 2 For clarity, all figures relating to the Proposal assume the continued management of QV Retail. CMIL has agreed with the

Bank that the property management agreement relating to QV Retail may be terminated, assigned or novated before or

within 12 months of the date of completion for consideration to CMIL of $7.7 million. The impact this may have on various

metrics relating to the Proposal is included in Attachment Two of CFX’s ASX announcement dated 18 December 2013. 3 CFX will also acquire net assets of the existing businesses, including cash, receivables, payables and property, plant and

equipment, for an additional consideration of $15 million. 4 Value accretion captures the benefit of costs of approximately $8 million that are saved as part of internalisation which are

not fully captured in distributable income on consolidation but will be reflected in property valuations.

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2013). This is because the SPP Securities will be issued in January 2014, ranking equally with

existing securities, and therefore will not be entitled to the December 2013 distribution. Further

details about the Proposal are included in the ASX Announcement and Investor Presentation

lodged on 18 December 2013 and are available on ASX’s website at asx.com.au (ASX code: CFX).

Participation in the SPP is entirely voluntary. You are eligible to participate if you are a

securityholder as at 7.00pm (AEDT) on 17 December 2013 with a registered address in Australia

or New Zealand and you are not in the United States and not acting for the account or benefit of a

person in the United States and you are eligible under applicable securities laws to participate in

the SPP (Eligible Securityholder). Eligible Securityholders may apply for one of four different

parcels of Securities set out in the following table:

Number of Securities

Application Amount at

$1.782 per Security

2,000 $3,564.00

3,000 $5,346.00

6,000 $10,692.00

8,417 $14,999.09

If the total value of applications received under the SPP is more than $15 million, CMIL will scale

back the number of Securities that will be allotted under the SPP and you may be allocated less

Securities than the number for which you apply, in which case you will receive a proportionate

refund of your application monies.

On behalf of the Board of CMIL, I invite you to consider this opportunity to increase your

investment in CFX. I encourage you to read and consider carefully this booklet. If you are in doubt

about the action you should take please consult your financial, taxation or other adviser

accordingly.

Yours sincerely,

Richard Haddock, AM

Chairman


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A. Introduction

This Offer Booklet is issued by CMIL and explains the features of the SPP.

The offer of Securities under the SPP is made in accordance with ASIC Class Order 09/425 that

grants relief from the requirement to issue a disclosure document for this offer as well as ASIC

Class Order 05/26 which enables CMIL to set the offer price at below the prevailing market price.

In New Zealand, the offer of Securities under the SPP is made in reliance on the Securities Act

(Overseas Companies) Exemption Notice 2013, which grants relief from the requirements to

prepare an investment statement and prospectus for this offer.

B. Timetable

Record Date (eligibility to participate in the SPP is determined) 7.00pm (AEDT) on

17 December 2013

Opening Date 24 December 2013

Closing Date 5.00pm (AEDT) on

23 January 2014

Issue Date 31 January 2014

Despatch of holding statements 3 February 2014

Note: This timetable is indicative only. CMIL may change or terminate the SPP offer at any time by notice to

ASX and reserves the right to amend this indicative timetable (as required by ASX or otherwise).

C. Frequently asked questions

This section answers frequently asked questions in relation to the SPP and should be read in

conjunction with the terms and conditions of the SPP.

What is the Security

Purchase Plan or

SPP?

The SPP gives Eligible Securityholders an opportunity to subscribe for up

to approximately $15,000 worth of new Securities without incurring

brokerage or other transaction costs.

Why is CMIL

proposing to issue

further Securities?

On 18 December 2013, CMIL announced the Proposal to internalise the

management of CFX. The proceeds of the Placement and the SPP,

together with debt, will be used to fund the Proposal.

The Proposal is subject to a number of conditions including approval by

CFX securityholders. In the event that the Proposal is not implemented,

proceeds from the Placement and the SPP will initially be used to reduce

debt, and applied to future development and acquisition opportunities.

How much is CFX

seeking to raise?

There is no fixed or minimum amount that CFX is seeking to raise under

the SPP. However, if the total value of applications received is more than

$15 million, CFX will scale back the number of Securities that will be

allotted under the SPP. This means you may be allocated less Securities

than the number for which you applied, in which case you will receive a

proportionate refund of your application monies.

Who is eligible to

participate in the

SPP?

A securityholder as at 7.00pm (AEDT) on 17 December 2013 with a

registered address in either Australia or New Zealand who is not in the

United States and is not acting for the account or benefit of a person in

the United States and who is eligible under applicable securities laws to

participate in the SPP.

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As the laws of some countries prohibit or make impracticable participation

in the SPP, securityholders who are not residents in Australia or New

Zealand or are in the United States or acting for the account or benefit of

a person in the United States will be unable to participate in the SPP.

Do I have to

participate in the

SPP?

No. Participation is voluntary. If you do not wish to participate in the SPP,

you do not need to do anything, and the offer under the SPP will lapse at

5.00pm (AEDT) on 23 January 2014.

Is the SPP

underwritten?

No. The SPP is not underwritten.

Can my offer under

the SPP be

transferred to a third

party?

No. The offer is non-renounceable and cannot be transferred.

How much can I

invest under the

SPP?

You can apply for one of four different parcels of Securities set out in the

following table:

Number of Securities

Application Amount at

$1.782 per Security

2,000 $3,564.00

3,000 $5,346.00

6,000 $10,692.00

8,417 $14,999.09

What is the Offer

Price?

The Offer Price per new Security is $1.782 (which is $1.85, being the price

institutional investors paid in the Placement less $0.068, being the

amount of the estimated distribution for the six month period ending

31 December 2013). New Securities offered under the SPP will not be

issued until January 2014 so, unlike the Securities issued under the

Placement, will not be entitled to the distribution for the six month period

ending 31 December 2013.

There is a risk that the market price of Securities may rise or fall between

the date of this Offer Booklet and the time Securities are issued under the

SPP.

This means that if you participate in the SPP by completing and returning

the Application Form or by making a payment by BPAY®, you are accepting

the risk that the market price of Securities may change between the date

of this Offer Booklet, the date on which you send in the Application Form

or make a payment by BPAY®, and the Issue Date. Once submitted, your

application is unconditional and may not be withdrawn even if the market

price of Securities is less than the Offer Price.

You should monitor the CFX security price which can be found on CFX's

website at cfsgam.com.au/cfx or in the financial pages of major Australian

metropolitan papers or on ASX’s website at asx.com.au (ASX code: CFX).

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How do I apply for

new Securities under

the SPP?

If you wish to participate in the SPP, you need to do either of the

following:

Option 1: Pay by cheque

Please complete the enclosed Application Form (and a Custodian

Certificate if you are applying as a Custodian) and return it with your

cheque drawn on an Australian financial institution to:

Mailing address

CFS Retail Property Trust Group C/- Link Market Services Limited GPO Box 3560 SYDNEY NSW 2001 Australia

Hand delivery

CFS Retail Property Trust Group C/- Link Market Services Limited 1A Homebush Bay Drive RHODES NSW 2138 Australia

Your completed Application Form and cheque must be received by Link

Market Services prior to the close of the offer at 5.00pm (AEDT)

23 January 2014. Securityholders in New Zealand will need to affix the

appropriate postage to the business reply envelope.

Option 2: Pay via BPAY®

To pay via BPAY® you will need to:

(a) be an account holder with an Australian financial institution; (b) use the personalised reference number shown on your Application

Form which is required to identify your holding; and (c) ensure that your payment is received by the Registry before

5.00pm (AEDT) 23 January 2014.

If paying via BPAY®, you will not need to complete and submit the

Application Form but you will be taken to have made the statements and

certifications on the Application Form.

What are the rights

attached to new

Securities issued

under the SPP?

SPP Securities will be issued on 31 January 2014. The new Securities

issued under the SPP will rank equally with other Securities as at the date

of issue. SPP Securities will participate fully in CFX’s next distribution, for

the six months to 30 June 2014.

What do I do if I am

custodian?

The SPP is being extended to Eligible Securityholders who are custodians

and who wish to apply for new Securities on behalf of certain eligible

beneficiaries.

The SPP is being offered to Custodians as registered holders, and

Custodians are not required to participate on behalf of their beneficiaries.

Custodians may choose whether or not to extend the offer to their eligible

beneficiaries.

If you wish to apply as a Custodian under the SPP to receive new

Securities for one or more eligible beneficiaries, you must complete and

submit an additional Custodian Certificate that contains further

certifications and details (required under the terms of ASIC Class Order

09/425) before your application will be accepted. Applications by

Custodians for more than $15,000 of new Securities in total that are not

accompanied by a duly completed Custodian Certificate will be rejected.

By applying as a Custodian on behalf of eligible beneficiaries to purchase

new Securities under the SPP, you certify (amongst other things) that no

individual beneficial holder of Securities is acquiring more than $15,000 of

new Securities under the SPP.

Each Custodian must not participate in the SPP on behalf of, and must not

distribute this Offer Booklet, or any documents relating to this SPP to, any

person in the United States.

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Will I receive

notification of any

Securities issued to

me?

Yes. The Registry will send you an Issuer Holding Statement or CHESS

Notice on or around 3 February 2014, which will include details of the

number of Securities issued to you under the SPP, your total holding of

Securities and the Offer Price of the Securities.

Will the new

Securities be able to

be traded on ASX?

Yes. When the new Securities are issued they will be able to be traded on

ASX (subject to ASX granting quotation of the new Securities).

Where can I get

more information on

the SPP?

If you have any questions please contact the CFS Retail Property Trust

Group SPP Offer Information Line on 1800 500 710 (within Australia) or

+61 1800 500 710 (outside Australia) between 8.30am and 5.00pm

(AEDT).

What do I do if I

receive more than

one Application

Form?

If you receive more than one copy of this document, or if you hold

Securities in more than one capacity (for example, if you are both a sole

and joint holder of Securities or if you have more than one holding in a

separate account), the maximum amount you can invest under all

capacities is $15,000.

By applying to purchase new Securities under the SPP, you certify that

you have not exceeded this limit of $15,000. However, if you are a

securityholder that is expressly recorded in the Register as holding

Securities as trustee or nominee for one or more named persons eligible

to participate in the SPP (each an eligible beneficiary), then each eligible

beneficiary is taken to be an Eligible Securityholder for the purposes of

the SPP and each such eligible beneficiary may make an application

through you as trustee or nominee to participate in the SPP.

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D. Terms and conditions of the SPP

Please read these terms and conditions relating to the offer under the SPP carefully, as you will be

bound by them in participating in the SPP. Securityholders accepting the offer under the SPP will

also be bound by the constitutions of CFS Retail Property Trust 1 (ARSN 090 150 280) and CFS

Retail Property Trust 2 (ARSN 156 647 853).

The frequently asked questions section of this Offer Booklet forms part of the terms and conditions

of the SPP.

1. Offer

1.1 The offer under the SPP opens on 24 December 2013 and closes at 5.00pm (AEDT) on

23 January 2014.

1.2 If you choose not to participate in the SPP, your right to participate lapses at the Closing Date

of the offer under the SPP, being 5.00pm (AEDT) on 23 January 2014.

1.3 The offer under the SPP is non-renounceable and non-transferable and, therefore, Eligible

Securityholders cannot transfer their right to purchase new Securities under the offer to a

third party.

1.4 The offer under the SPP to each Eligible Securityholder (whether as a Custodian or on its own

account) is made on the same terms and conditions.

2. Eligible Securityholders

2.1 You will be eligible to participate in the offer under the SPP if you:

(a) were registered on the Register as a holder of Securities at 7.00pm (AEDT) on

17 December 2013;

(b) have a registered address in either Australia or New Zealand at that time;

(c) are not in the United States and are not acting for the account or benefit of a

person in the United States; and

(d) are eligible under applicable securities laws to participate in the SPP.

2.2 No offer under the SPP is made to securityholders who are not Eligible Securityholders as

described in clause 2.1.

3. Joint holders/Custodians

3.1 If two or more persons are registered on the Register as jointly holding Securities, they are

taken to be a single registered holder of Securities and a certification given by any of them is

taken to be a certification given by all of them.

3.2 Eligible Securityholders who are Custodians may participate in the SPP on behalf of each

beneficiary on whose behalf the Custodian is holding Securities.

4. Applications for Securities

4.1 Eligible Securityholders may subscribe $3,564.00, $5,346.00, $10,692.00 or $14,999.09 for

new Securities under the SPP.

4.2 No brokerage or other transaction costs will apply to the acquisition of new Securities under

the SPP.

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4.3 Eligible Securityholders who wish to apply for new Securities under the SPP must either:

(a) complete the enclosed application form and forward it with a cheque drawn on an

Australian financial institution in Australian dollars to 'CFX – Security Purchase Plan

Account' and crossed 'Not Negotiable' in the enclosed business reply envelope so

that it is received prior to the close of the offer of the SPP at 5.00pm (AEDT) on

23 January 2014. New Zealand securityholders will need to affix the appropriate

postage; or

(b) make a payment via BPAY® in accordance with the instructions on the Application

Form so that it is received by 5.00pm (AEDT) on 23 January 2014.

4.4 Applications received after 5.00pm (AEDT) on 23 January 2014 will not be accepted.

4.5 If you wish to apply as a Custodian under the SPP to subscribe for new Securities for one or

more beneficiaries, you must also complete and submit an additional Custodian Certificate

that contains further certifications and details (required under the terms of ASIC Class Order

09/425) before your application will be accepted. Applications by Custodians that are not

accompanied by a duly completed Custodian Certificate will be rejected. To request a

Custodian Certificate or further information about the Custodian application process, a

Custodian should contact the CFS Retail Property Trust Group SPP Offer Information Line on

1800 500 710 (within Australia) and +61 1800 500 710 (outside Australia) between 8.30am

to 5.30pm Monday to Friday. Applications from a Custodian must be accompanied by a duly

completed and signed Custodian Certificate.

4.6 CMIL (and its officers and agents) may accept or reject any application for new Securities

under the SPP offer at its discretion, including, without limit, if:

(a) your application does not comply with these terms and conditions;

(b) it appears you are not an Eligible Securityholder;

(c) your Application Form, cheque or BPAY® payment is not received by the Registry by

the closing time;

(d) if paying by cheque, your Application Form is incomplete or incorrectly completed

or is otherwise determined by CMIL to be invalid; or

(e) your cheque is dishonoured or has been incorrectly completed.

5. Offer Price

5.1 The Offer Price for each Security issued under the SPP will be $1.782.

6. Number of Securities to be allotted and Scaleback

6.1 On the Application Form, Eligible Securityholders may subscribe $3,564.00, $5,346.00,

$10,692.00 or $14,999.09 for new Securities under the SPP. If you make a payment for an

amount that is not equal to $3,564.00, $5,346.00, $10,692.00 or $14,999.09, CMIL may

round down the dollar amount of Securities you are applying for to the next lowest parcel at

its discretion.

6.2 If the total value of applications received is more than $15 million, CMIL will Scaleback the

number of Securities that you will be allocated under the SPP.

6.3 If there is a Scaleback, you may not receive the full number of Securities for which you have

applied. If a Scaleback produces a fractional number when applied to the number of

Securities your allocation will be rounded down to the nearest whole number of Securities.

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6.4 In the event of a Scaleback, each application will be scaled back based on the number of

Securities they have applied for, the number of Securities they hold at the Record Date, or a

combination of both. The difference between the value of the Securities allotted (calculated

at the Offer Price) and the application money received, will be refunded to you by CMIL,

without interest, following allotment of the Securities issued under the SPP. Amounts will be

refunded by direct credit to your nominated bank account for the payment of CFX's

distributions, or by cheque mailed to your address as shown on CFX's register.

7. Issue

7.1 New Securities issued under the SPP will be issued on 31 January 2014.

7.2 New Securities issued under the SPP will rank equally with other Securities as at the Issue

Date.

7.3 CMIL will apply to ASX for the quotation of new Securities issued under the SPP. It is

anticipated new Securities issued under the SPP will be quoted on the ASX shortly after the

issue date.

7.4 The Registry will send you a holding statement, confirming the allotment of new Securities on

the Issue Date, on or around 3 February 2014.

8. Acknowledgements

8.1 By returning an Application Form with cheque or making a payment via BPAY®, you:

(a) agree to these terms and conditions;

(b) warrant that all details and statements in your application are true and complete

and not misleading;

(c) agree that your application will be irrevocable and unconditional (that is, it cannot

be withdrawn);

(d) warrant that as at 7.00pm (AEDT) on 17 December 2013, you were an Eligible

Securityholder;

(e) represent, acknowledge and agree that:

(i) you, and each person for whose account or benefit you are acting, are not in

the United States and you are subscribing for or purchasing the new

Securities in an 'offshore transaction' (as defined in Rule 902(h) under the

Securities Act) in compliance with Regulation S under the Securities Act;

(ii) the new Securities have not been, and will not be, registered under the

Securities Act or the securities laws of any state or other jurisdiction of the

United States and accordingly, the new Securities may not be offered, sold

or otherwise transferred except in a transaction exempt from, or not subject

to, the registration requirements of the Securities Act, and any other

applicable securities laws;

(iii) you are not engaged in the business of distributing securities and you have

not, and will not, send this Offer Booklet or any materials relating to the SPP

to any person in the United States;

(iv) if in the future you decide to sell or otherwise transfer the new Securities,

you will only do so in regular transactions on the ASX, where neither you

nor any person acting on your behalf know, or has reason to know, that the

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sale has been pre-arranged with, or that the purchaser is, a person in the

United States; and

(v) if you are acting as a trustee, nominee or Custodian, each beneficial holder

on whose behalf you are participating is resident of Australia or New Zealand

and is not in the United States, and you have not sent this Offer Booklet, or

any materials relating to the SPP to any person in the United States;

(f) if you are applying on your own behalf (and not as custodian) acknowledge that:

(i) you are not applying for new Securities with an application price of more

than $15,000 under the SPP (including by instructing a Custodian to apply

for new Securities on your behalf under the SPP);

(ii) the total of the application price for the following does not exceed $15,000:

(A) the new Securities the subject of the application;

(B) any other Securities issued to you under the SPP or any similar

arrangement in the 12 months before the application;

(C) any other new Securities which you have instructed a Custodian to

apply for on your behalf under the SPP; and

(D) any other Securities issued to a Custodian in the 12 months before

the application as a result of an instruction given by you to the

Custodian to apply for Securities on your behalf under an

arrangement similar to the SPP;

(g) if you are a Custodian and are applying on behalf of a beneficiary on whose behalf

you hold Securities, acknowledge and agree that:

(i) you are a Custodian (as that term is defined in ASIC Class Order 09/425);

(ii) you held Securities on behalf of one or more beneficiaries at 7.00pm (AEDT)

on 17 December 2013, who have subsequently instructed you to apply for

new Securities on their behalf under the SPP, and each of these beneficiaries

has been given a copy of this Offer Booklet;

(iii) you are not applying for new Securities on behalf of any participating

beneficiary with an application price of more than $15,000 under the SPP;

(iv) the information in the Custodian Certificate submitted with your Application

Form is true, correct and not misleading;

(h) accept the risk associated with any refund that may be dispatched to you by direct

credit or cheque to your address shown on the Register;

(i) are responsible for any dishonour fees and other costs that CMIL may incur in

presenting a cheque for payment which is dishonoured;

(j) agree to be bound by the Constitutions as they may be amended from time to time

in the future;

(k) acknowledge that none of CMIL, its advisers or agents has provided you with any

financial product or investment advice or taxation advice in relation to the SPP, or

has any obligation to provide such advice;

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(l) authorise CMIL (and its officers and agents) to do anything on your behalf

necessary for new Securities to be issued to you in accordance with these terms

and conditions; and

(m) authorise CMIL (and its officers and agents) to correct minor or easily rectified

errors in, or omissions from, your Application Form and to complete the Application

Form by the insertion of any missing minor detail.

9. Dispute resolution

9.1 CMIL may settle, in any manner they deem, any matters, anomalies, or disputes which may

arise in connection with the operation of the SPP whether generally or in relation to any

participant or any application of new Securities, and its decision shall be conclusive and

binding on all participants and other persons to whom the determination relates.

9.2 The powers of CMIL under these terms and conditions may be exercised by its Directors or

any delegate or representative of the Directors.

10. Variation and termination

10.1 CMIL reserves the right at any time to:

(a) amend or vary these terms and conditions; waive strict compliance with any

provision of these terms and conditions;

(b) withdraw the SPP offer or suspend or terminate the SPP;

(c) vary the timetable for the SPP, including the Closing Date of the SPP offer; and

(d) not accept an application and not issue new Securities, or issue new Securities to a

value less than that applied for under the SPP by an Eligible Securityholder

(including a Custodian applying on behalf of its beneficiaries).

10.2 In the event that the SPP is withdrawn or terminated, all application monies will be refunded.

No interest will be paid on any money returned to you.

11. Privacy Policy

11.1 Chapter 2C of the Corporations Act requires information about you as a securityholder

(including your name, address and details of the Securities you hold) to be included in the

public register of the entity in which you hold securities. This information must continue to be

included in the public register if you cease to be a securityholder. The Privacy Amendment

(Private Sector) Act 2000 does not alter these statutory obligations.

11.2 CMIL and the Registry may collect personal information to process your application and

implement the SPP, and to administer your securityholding. The personal information

contained in the Register is also used to facilitate payment and corporate communications

(including financial results, annual reports and other information to be communicated to

securityholders) and to ensure compliance with legal and regulatory requirements, including

Australian taxation laws and the Corporations Act.

11.3 Your personal information may be disclosed to joint investors, the Registry, to securities

brokers, to third party service providers, technology providers and professional advisers, to

related entities of the Issuer and each of their agents and contractors, and to ASX and other

regulatory authorities, and in any case, where disclosure is required or allowed by law (which

may include disclosures to the Australian Taxation Office and other government or regulatory

bodies or where you have consented to the disclosure). In some cases, the types of

organisations referred to above to whom we will disclose your personal information may be

located overseas.

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11.4 CFX's privacy policy is available on its website cfsgam.com.au/cfx.

12. Governing Law

12.1 These terms and conditions are governed by the laws in force in New South Wales.

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E. Glossary

Application Form your personalised application form enclosed with this Offer Booklet

ASIC Australian Securities and Investments Commission

ASX ASX Limited, or the market operated by it as the context requires

Beneficiary a person on whose behalf a Custodian is holding Securities

CFX CFX1 and CFX2 (and where the context requires, CMIL as Responsible

Entity of CFX1 and CFX2) and, where the context requires, their

controlled entities

CFX1 CFS Retail Property Trust 1 (ARSN 090 150 280)

CFX2 CFS Retail Property Trust 2 (ARSN 156 647 853)

Closing Date 5.00pm (AEDT) on 23 January 2014 (or such other date as the CMIL

board determines)

CMIL Commonwealth Managed Investments Limited as Responsible Entity for

CFX

Corporations Act the Corporations Act 2001 (Cth)

Constitutions the Constitutions of CFX1 and CFX2

Custodian a custodian is defined in paragraph 14 of ASIC Class Order 09/425

Custodian Certificate a certificate complying with paragraph 9 of ASIC Class Order 09/425

Director a director of CMIL

Eligible Securityholder a securityholder as at 7.00pm (AEDT) on 17 December 2013 with a

registered address in Australia or New Zealand who is not in the United

States and is not acting for the account or benefit of a person in the

United States and is eligible under applicable securities law to participate

in the SPP

Issue Date 31 January 2014

Offer Price $1.782

Opening Date 24 December 2013

Offer Period the period commencing on the Opening Date and ending on the Closing

Date

Placement the institutional placement of Securities as described in the Chairman's

letter

Record Date 7.00pm (AEDT) on 17 December 2013

Register the register of Securityholders

Registry Link Market Services Limited

Scaleback CFX's right to scale back or decrease the number of Securities allotted to

a participating Eligible Securityholder under the SPP

Security a CFX stapled security (each stapled security comprising one unit in

CFX1 and one unit in CFX2)

securityholder a registered holder of Securities

SPP the Security Purchase Plan offer made to Eligible Securityholders under

this Offer Booklet

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CFS Retail Property Trust Group (CFX)Comprising:CFS Retail Property Trust 1 ABN 43 813 342 348CFS Retail Property Trust 2 ABN 90 937 345 427Responsible Entity:Commonwealth Managed Investments LimitedABN 33 084 098 180 AFSL 235384Manager:Colonial First State Property Retail Pty LimitedABN 19 101 384 294


SA MPLE

Make your cheque, bank draft or money order payable to “CFX – Security Purchase Plan Account” and crossed “Not Negotiable”

I/we wish to purchase a parcel of CFX Securities to the dollar amount of (tick one box only):

Option 1: Paying by Bpay®

If paying by Bpay®, you do NOT need to complete or return the acceptance slip attached to this Application Form below. Payment must be received by the Registry by Bpay® by 5:00pm (Sydney time) on 23 January 2014. If you pay by Bpay®, you will be deemed to have completed an Application Form for the number of Securities the subject of your application payment. If you make a payment by Bpay® and CFS Retail Property Trust Group receives an amount which is not equal to either A$3,564.00, A$5,346.00, A$10,692.00 or A$14,999.09, Commonwealth Managed Investments Limited (“CMIL”) in its capacity as responsible entity for CFS Retail Property Trust Group may round down the dollar amount of Securities that you are applying for to the next lowest parcel at its discretion. Your payment must be for a minimum of A$3,564.00.

Option 2: Paying by cheque, bank draft or money orderIf paying by cheque, bank draft or money order, complete and return the acceptance slip attached to this Application Form with your application payment. A. Tick the box beside the amount you wish to apply for, A$3,564.00, A$5,346.00,

A$10,692.00 or A$14,999.09 of new Securities.B. Enter your cheque, bank draft or money order details. The amount of your

application payment should be equal to the amount applied for in section A of the acceptance slip. cheques, bank drafts or money orders must be drawn on an Australian financial institution in Australian dollars, made payable to “CFX – Security Purchase Plan Account” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$3,564.00, A$5,346.00, A$10,692.00 or A$14,999.09, CMIL may round down the dollar amount of Securities that you are applying for to the next lowest parcel at its discretion. Your payment must be for a minimum of A$3,564.00.

C. Enter your contact telephone number at which we may contact you regarding your application for Securities, if necessary.

Drawer cheque Number BSB Number Account Number Amount of cheque

A$ .00

Telephone Number – Business Hours

( )

Contact NameTelephone Number – After Hours

( )

B

C

PAYMENT OPTIONS

A

CFX SECURITY PURCHASE PLAN (“SPP”) APPLICATION FORM

A$3,564.00 OR (2,000 Securities)

A$5,346.00 OR (3,000 Securities)

A$10,692.00 OR (6,000 Securities)

A$14,999.09 (8,417 Securities)

How do I apply for CFX Securities under this offer?• Carefully read the Terms and Conditions of the SPP in the Offer Booklet accompanying this form.• Decide on the amount you wish to apply for. • Pay for the Securities in accordance with the instructions outlined in the Offer Booklet and further important instructions on the reverse of this form. Option 1: Paying by Bpay®. Option 2: Paying by cheque, bank draft or money order.• Payments must be in Australian dollars.

® Registered to Bpay Pty Ltd ABN 69 079 137 518

Biller Code: 136655

Ref:

Telephone & Internet Banking – Bpay®

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

All Registry communications to:Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

Telephone: 1800 500 710From outside Australia: +61 1800 500 710

ASX Code: CFXWebsite: linkmarketservices.com.au

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SECURITYHOLDER AND HOLDING RECORDED ABOVE.

Please detach and enclose with payment

Offer Closes 5:00pm (Sydney time): 23 January 2014

SRN/HIN: Entitlement Number:Record Date: 17 December 2013Offer Opens: 24 December 2013

SRN/HIN:Entitlement Number:

*9999999

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SA MPLE

How to lodge your acceptance slip and application payment A reply paid envelope is enclosed for you to return your acceptance slip and application payment. No postage stamp is required if it is posted in Australia.

Acceptance slip and the payment for new Securities must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay® you do not need to complete or return the Application Form. You should check the processing cut-off time for Bpay® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing address or Hand deliveryCFS Retail Property Trust Group CFS Retail Property Trust GroupC/- Link Market Services Limited C/- Link Market Services LimitedGPO Box 3560 1A Homebush Bay DriveSydney NSW 2001 Rhodes NSW 2138 (Please do not use this address for mailing purposes)

Make sure you send your acceptance slip and application payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (Sydney time) on 23 January 2014. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. CMIL reserves the right not to process any acceptance slips and application payments received after the Closing Date.

If you require information on how to complete this acceptance slip please contact the CFS Retail Property Trust Group SPP Offer Information Line on 1800 500 710 if calling within Australia or +61 1800 500 710 if calling from outside of Australia.

IMPORTANT INFORMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase additional Securities under this SPP, there is no need to take action.

3. Please ensure you have read and understood the Terms and Conditions of the SPP in the Offer Booklet and this Important Information before you make the application payment by Bpay® or you submit your acceptance slip with your application payment. Submitting this form and making payment constitutes your agreement to be bound by the Terms and Conditions and your acknowledgement of this Important Information.

4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. This Application Form does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities may not be offered or sold, directly or indirectly, in the United States. This Application Form must not be distributed to, or relied upon or completed by, persons in the United States or who are acting for the account or benefit of persons in the United States (including nominees or custodians who hold on behalf of persons in the United States).

6. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application will be received. The Schedule can be obtained by contacting the CFS Retail Property Trust Group SPP Offer Information Line on 1800 500 710 if calling within Australia or +61 1800 500 710 if calling from outside of Australia. Applications received by custodians that are not accompanied by the Schedule will be rejected.

7. By returning the slip below with payment to the registry, or by making payment by Bpay®, you represent, warrant and acknowledge that:

• you have read and understood the Offer Booklet and the Terms and Conditions and that you make the representations and warranties and agree to the terms and conditions set out therein; and

• you are (and if you are acting as a custodian, trustee or nominee, each beneficial holder on whose behalf you are participating is) in Australia or New Zealand and not in the United States, and not acting for the account or benefit of a person in the United States, and you have not sent any offering materials relating to the SPP to any such person.

8. For applicants that are not required to complete the Schedule, by submitting the acceptance slip (with a cheque, bank draft or money order) or making payment by Bpay®, you certify that the aggregate of the application payment paid by you for:

• the parcel of New Securities indicated on this Application Form or Bpay® payment; and

• any other Securities applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the acceptance slip or payment by Bpay® does not exceed A$15,000.

9. CMIL reserves the right to make amendments to this Application Form where appropriate.

10. Applicants are not assured of receiving the Securities for which they have applied as CFS Retail Property Trust Group may scale back applications in its discretion.

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