0655 CFS Property L/H_FS503 - First State Investments

Responsible Entity:CFS Managed Property LimitedABN 13 006 464 428Colonial First State Property LimitedABN 20 085 313 926Manager of the Colonial First State Property Trust GroupRegistered Address:Level 6 48 Martin Place Sydney NSW 1155Principal Office of the Manager:Level 7 52 Martin PlacePO Box 3892Sydney NSW 2001Telephone 02 8705 7000Facsimile 02 8705 7222Investor Enquiries:Telephone 1300 360 636Email CFTFeedback@colonialfirststate.com.auWebsite colonialfirststate.com.au/cft18 September 2002Dear UnitholderRegistry Enquiries:Computershare Investor Services Pty LimitedGPO Box 7045 Sydney NSW 1115Telephone 1300 655 846Facsimile 02 8234 5050COLONIAL FIRST STATE PROPERTY TRUST GROUPFurther to my letter of 30 July 2002, I am now pleased to report to you further developments in relation toyour trust, Colonial First State Property Trust Group (‘CFT’). For clarity, I have included all significantevents to date.30 July – Commonwealth Property Office Fund (‘CPA’) and Gandel Retail Trust (‘GAN’) issueda proposal (‘Proposal’) to exchange units in CPA and GAN for units in CFT througha trust scheme;27 August – the Mirvac Group (‘Mirvac’) announced that it intended to make an offer to you foryour CFT units;29 August – Commonwealth Bank of Australia (‘Bank’) and the Gandel Group (‘Gandel’) offeredcash to CFT unitholders in addition to the Proposal;3 September – the unitholder meeting was adjourned to 10 September;4 September – Mirvac increased its bid with a cash offer and options;10 September – the unitholder meeting was adjourned to a date and time to be advised;11 September – Mirvac’s Bidder’s Statement sent to ASX;13 September – the Bank and Gandel increased their cash offer.Proposal further enhancedLate last week, the Bank and Gandel added an extra 9.5 cents per CFT unit to the 15.5 cents cashpayment already offered, to make the total cash payment 25 cents.The Bank and Gandel enhancements continue to be conditional on the Proposal being approved by CFTunitholders at a meeting on 30 September 2002, as well as being approved by CPA and GAN unitholders.New Meeting timeThe Meeting of Unitholders will now be held:Date: Monday, 30 September 2002Time: 9.00amVenue: Grand Ballroom, Westin Hotel No. 1 Martin Place Sydney (entrance via Pitt Street)RecommendationAfter considering the benefits and disadvantages of the Proposal (with enhancements) as well asthe Mirvac bid, the directors of the responsible entity, CFS Managed Property Limited (‘CFSMPL’),who are able to consider the issues, unanimously agree that the Proposal (with enhancements) is,at the time of writing this letter, fair and reasonable and in the best interests of CFT unitholders.A statement is enclosed which sets out, in relation to each director of CFSMPL, hisrecommendation and his reasons for that recommendation or, if he was unable to make arecommendation, that fact and his reasons. (Also see ‘Further developments below.)The responsible entity continues to recommend that you vote in favour of all the resolutionswhich will be put to you in relation to the Proposal at the unitholders’ meeting.

Independent Expert’s reportThe Independent Expert, BDO Corporate Finance Pty Limited, has been requested to express anopinion on whether either or both of the Proposal with enhancements and the Mirvac bid are fair andreasonable and to recommend appropriate action for unitholders.The Independent Expert has concluded that ‘…both the Mirvac Offer and the GAN/CPA Offer arefair and reasonable to Unitholders of CFT…’. The Independent Expert has also concluded that‘…the GAN/CPA Offer is the more favourable alternative currently available to Unitholders.Accordingly, in the absence of a better offer, acceptance of the GAN/CPA Offer is considered tobe in the best interests of Unitholders, when taken as a whole…’ and that ‘…the GAN/CPA Offer,on balance, provides a more advantageous outcome when compared to the Mirvac Offer…’.A copy of the Independent Expert’s most recent report is enclosed for your information. A summary ofthe Independent Expert’s conclusions is set out on pages 1 to 4 of that report.Principal terms of offersIn summary, you should be aware that the benefits of each offer (as stated by CPA and GAN on the onehand and Mirvac on the other) are as follows:CPA and GAN■ 1.19 CPA units■ 0.65 GAN units■ 25 centsMirvac■ either:0.58 Mirvac securities & 0.8 cents; or0.53 Mirvac securities & 20.8 cents■ the benefit of future payments to GAN related andto future earnings of the new retail property■ 0.07 Mirvac optionsmanager (exercisable in October 2004 for $4.50)■ the benefit of management fee changes valuedat approx 2.2 cents per unitYou should note that this comparison is only a statement of what you will receive. It does not take intoaccount the advantages and risks associated with either offer, which are considered by theIndependent Expert in its new report (see above).Mirvac Bidder’s StatementLate on 11 September 2002, Mirvac released its Bidder’s Statement which provides details of the bid tobe made by Mirvac for CFT units. Under the Corporations Act, Mirvac may send that document to you14 days after its release. Mirvac has requested that, in order to allow you to have the longest possibletime to consider all the risks and benefits of the Proposal with enhancements and the Mirvac bid, it beforwarded to you immediately.We have reviewed the Mirvac Bidder’s Statement and, based on legal advice, consider there is a risksome of the material may be misleading or confusing. Accordingly, we have suggested to Mirvac that itmay wish to amend its Bidder’s Statement. We await Mirvac’s response.It is noted that unitholders have at least one month to accept the Mirvac offer after they receive theBidder’s Statement. The Bidder’s Statement will be forwarded to you once issues requiring clarificationhave been resolved.Important Information concerning Unitholders’ MeetingThere are a number of matters of great importance of which you should be aware when consideringyour position in relation to CFT units, the Proposal (with enhancements) and the Mirvac bid. These areset out below.1. No adjournmentThe Board of CFSMPL have resolved that the meeting to be held on Monday, 30 September 2002 willproceed to a vote on the Proposal.The Board has reached this decision on the basis of the following factors:■ under the Corporations Act the Notice of Meeting will expire on 3 October 2002 and new noticeswould have to be issued for a meeting to be held on or after that time;

■ the Bank and Gandel have confirmed that their enhancements as currently offered will no longer beavailable for acceptance if the meeting does not proceed on 30 September 2002, the Proposal isrejected by unitholders at that meeting or if the responsible entity of any of CFT, CPA or GAN nolonger recommends the Proposal;■ CPA and GAN are permitted to withdraw from the Proposal if it is not implemented by 15 October 2002or if the responsible entity of any of CFT, CPA or GAN is no longer able to recommend the Proposal –if new notices of meeting have to be issued, implementation cannot occur by 15 October 2002;■ CFT unitholders will have had, by the time of the meeting, ample opportunity to consider the Proposalwith enhancements (the Proposal was first announced on 30 July 2002) and the Mirvac bid (firstannounced on 27 August 2002); and■ you will have the opportunity to accept the Mirvac offer after the meeting if the Proposal is notapproved by unitholders, but you will lose the opportunity to vote in relation to the Proposal if youaccept the Mirvac offer prior to the meeting.2. ProxiesEnclosed with this letter is a new personalised Proxy form. If you have not yet sent in a Proxy form or ifyou have previously sent in a Proxy form and you wish to change it, please complete the enclosed formand return it to the unit registry in the reply paid envelope provided or by fax to the facsimile number onthe back of the form - 02 8234 5180. The unit registrar will rely on the most recent Proxy form if itreceives more than one Proxy form from you. If you have sent in a Proxy form previously and you donot wish to change it, you do not need to do anything further.Please note that the deadline for the receipt of proxies has been extended to 9.00am on Saturday,28 September 2002.If there are further developments closer to the time of the meeting and, as a result, you wish to changeyour vote, you may cancel your proxy at any time before 9.00am on Monday, 30 September 2002 bynotifying the unit registry by fax to 02 8234 5180 (this must be done in writing). You should also notethat if you are present at the meeting at the time a vote is taken in relation to a resolution, your Proxy willnot be effective to count as a vote in relation that resolution – you would have to vote on that resolutionyourself at the meeting.At the meeting on Monday, 30 September 2002, if you have submitted a proxy and have not withdrawnit, the vote specified in that proxy form will be counted even if there have been further developments.If you have specified the Chairman as your proxy and have not directed him in the way in which heshould vote, he will cast that vote in favour of the recommendation of the Board of CFSMPL prevailingat that time.3. Cash electionYou will recall that the Notice of Meeting and Explanatory Memorandum dated 30 July 2002 invitedunitholders with an address (as entered in the register) in Australia to elect to receive cash instead ofCPA and GAN units. Unitholders who elect to receive cash, as well as unitholders with an address(as entered in the register) outside Australia, will receive cash via a bookbuild facility. You should notethat even if you elect to, or will, receive the cash alternative, you will still receive the cash componentof the enhancement offered by the Bank and Gandel if the Proposal is approved by unitholders.If you have not yet sent in an election form or if you have previously sent in an election form and youwish to change it, please complete the enclosed form and return it to the unit registry in the reply paidenvelope provided or by fax to the facsimile number on the back of the form – 02 8234 5180. The unitregistrar will rely on the most recent election form if it receives more than one election form from you.If you have sent in an election form previously and you do not wish to change it, you do not need todo anything further.Please note that the deadline for the receipt of election forms has been extended to 5.00pm on Sunday,29 September 2002.

4. Further developmentsAs the last few weeks have shown, circumstances can change very rapidly. All the information in thisletter and the attachments has been compiled and provided on the basis of the position known to theBoard of CFSMPL at the time of writing. Given the amount of time it takes to prepare and mail out aletter such as this, it will not be possible to write to you individually again before the meeting, even ifthere are further developments. Notice of any developments of which you should be made aware, willbe advertised in the press, posted to the CFT website www.colonialfirststate.com.au/cft and, whereappropriate, announced to the ASX. I strongly urge you to keep abreast of developments through thesesources .It is possible that developments may occur before the meeting on Monday, 30 September 2002 whichwill require the Board of CFSMPL to reconsider their recommendation. Please note that therecommendations and reasons of directors set out in the statement enclosed are made solely on thebasis of information available at the date of this letter. Those recommendations and/or the reasons maychange between now and the date of the meeting. This possibility should be considered whencompleting your Proxy form – please see the section above in that regard.The final recommendation of the Board of CFSMPL will be confirmed at the meeting.Additional informationAs you may be aware, Mirvac Funds Limited made an application to the Takeovers Panel (‘Panel’) inrelation to the Proposal. While the Panel confirmed that the Proposal could validly be put to a meetingof unitholders, it has requested CFSMPL to provide some additional information to CFT unitholderswhich is intended to clarify a number of matters set out or referred to in the Notice of Meeting andExplanatory Memorandum dated 30 July 2002. That additional information is set out in theSupplementary Notice enclosed.QuestionsIf you have any questions, please contact your financial adviser or call the CFS Investor Service Centreon 1300 360 636.Yours sincerelyP PolsonChairmanCFS Managed Property LimitedRevised Timetable 1Saturday 28 September 2002 (9.00am EST)Sunday 29 September 2002 (5.00pm EST)Sunday 29 September 2002 (5.00pm EST)Monday 30 September 2002 (whole day)Monday 30 September 2002 (9.00am EST)Wednesday 2 October 2002 (10.00pm EST)Last date for lodgment of proxiesLast date for lodgement of election formsRecord date for voting entitlementsTrading halt of CFT, CPA and GAN unitsMeeting of CFT unitholdersThursday 3 October 2002 Completion Date 2On or about Tuesday 8 October 2002Record date for participation in ProposalAllotment of CPA and GAN units and payment ofthe Bank/Gandel cash componentOn or about Thursday 10 October 2002 ASX quotation of CPA and GAN units 3Note:1. Dates are indicative only and may be subject to change.2. The Proposal will only be implemented if resolutions at the meetings of unitholders of Colonial First State PropertyTrust Group, Commonwealth Property Office Fund and Gandel Retail Trust are approved and the entitiesinvolved in the Proposal are satisfied that it can proceed.3. Conditional on ASX approval.

RECOMMENDATION OF CSFMPL DIRECTORSAND REASONS FOR RECOMMENDATION16 September 2002The directors of CFS Managed Property Limited (‘CFSMPL’), the responsible entity of Colonial First State Property TrustGroup (‘CFT’), are Peter Polson (Chairman), Christopher Cuffe, Geoffrey McWilliam, Paul Stark and Peter Winney(the ‘Directors’).In deciding whether or not to vote in favour of the resolutions to approve the proposal involving Commonwealth PropertyOffice Fund (CPA) and Gandel Retail Trust (GAN) (the ‘Proposal’), the Directors suggest that you take into account yourown personal circumstances, the contents of the Notice of Meeting and Explanatory Memorandum dated 30 July 2002,the Supplementary Notice dated 16 September 2002, and the independent expert report of BDO Corporate Finance dated16 September 2002. You may also be aware that Mirvac Funds Limited (‘Mirvac’), the responsible entity of the MirvacProperty Trust, has made a competing takeover bid for your CFT units (‘Mirvac Bid’). As a result, in deciding whether ornot to accept the Proposal, you should also consider the information currently available to you in relation to the MirvacBid. The Directors further recommend that you seek the advice of your professional adviser.The Directors of CSFMPL (other than Mr McWilliam who has not made a recommendation), that is Mr Polson, Mr Stark,Mr Cuffe and Mr Winney, in the absence of a further, or improved, offer or alternative being available to unitholdersbefore the time of the meeting:■ agree that the Proposal is fair and reasonable and in the best interests of CFT Unitholders and preferable to theMirvac Bid; and■ as a result, recommend that you vote in favour of all the Resolutions to be considered at the adjourned meetingof unitholders of CFT to be held on 30 September 2002.In reaching their recommendation, Mr Polson, Mr Stark, Mr Cuffe and Mr Winney considered the following:■ BDO Corporate Finance has concluded on 16 September 2002 that:■ Both the Proposal and the Mirvac Bid are fair and reasonable to unitholders in CFT and are preferable to unitholderscompared with CFT remaining in its current form;■the Proposal represents greater value per CFT unit than the Mirvac Bid and that the Proposal ‘is the more favourablealternative currently available to Unitholders’ and that ‘acceptance of the GAN/CPA Offer is considered to be in thebest interests of Unitholders, when taken as a whole’.■ CFT Unitholders have been offered greater value for their CFT units through the 2 sets of enhancements to the Proposalarranged by the responsible entities of CPA and GAN on 29 August 2002 and 13 September 2002 respectively, and theenhancement of Mirvac’s takeover bid on 4 September 2002;■ The Proposal would provide unitholders with a greater amount of cash for their units than under either considerationalternative under the Mirvac Bid;■ Under the terms of the agreement between CFSMPL and the responsible entities of CPA and GAN the Proposal will notremain open if the meeting is not held on 30 September 2002;■ The Proposal is expected to provide 100% capital gains tax rollover relief for unitholders on the scrip componentprovided while the scrip component of the Mirvac bid will only provide that relief for 67.9% of the Mirvac scripconsideration and that will only be available if Mirvac obtains an 80% ownership level in CFT;■ The Proposal provides unitholders with two, separately tradeable securities, each having a sole focus on one particularasset class while the Mirvac Bid would provide unitholders with a stapled security representing a class of diversifiedassets and including higher risk, residential development and hotel management activities;■ The pre-tax value of the Proposal exceeds the Mirvac Bid;■ Allowing for capital gains tax and the potential for rollover relief on the scrip component, the Proposal provides a betterpost-tax outcome than the Mirvac Bid;■ The NTA of the Proposal exceeds the Mirvac Bid;■ The Proposal compared to the Mirvac Bid provides CFT unitholders a material accretion in cash distribution andearnings;

■ The Proposal allows CFT unitholders greater discretion in managing their exposure to particular sectors;■ The Proposal will result in lower gearing than the Mirvac Bid;■ Earnings quality from the Proposal is superior with less volatility expected from passive investment income from qualityretail, office and industrial properties;■ Operating costs savings appear to be have been overestimated by Mirvac; and■ CFSPL and Gandel Retail Management are more experienced managers of investment grade retail, office and industrialproperty.You should be aware that the decision to recommend acceptance was made after much deliberation and on the basis ofinformation available to the directors as at today’s date. You should also note that developments after 16 September 2002may cause this recommendation to change.None of the Directors hold CFT units.While Geoff McWilliam is prepared to make a recommendation on the Proposal, he does not consider it appropriate to doso because he is the executive general manager of the Colonial First State Property Group which is the business unit of theCommonwealth Bank of Australia which performs all necessary functions in relation to corporate real estate and propertyfunds management, including CFT and CPA.Unless the context otherwise requires, terms defined in the Notice of Meeting and Explanatory Memorandum of CFTdated 30 July 2002 have the same meaning in this document.1937/0902

SUPPLEMENTARY NOTICEBACKGROUNDThe Takeovers Panel (‘Panel’) has requested CFS Managed Property Limited (‘CFSMPL’), the responsible entity of theColonial First State Property Trust Group (‘CFT’), to clarify for the benefit of CFT unitholders a number of points set outor referred to in the Notice of Meeting and Explanatory Memorandum dated 30 July 2002 which was distributed to eachCFT unitholder (‘EM’), as follows.1 Relationship to CBA and Gandel of unitholders: Units in CFT are held by approximately 16,000 different people andorganisations. The EM specified that CFSMPL would ‘…disregard any vote cast on Resolutions 2, 4, 6 and 8 by CFSMPLand its associates in relation to their interests in CFT’ (see page 79). The Panel has now requested CFSMPL to fullydisclose, to the extent to which it is actually known by the directors of CFSMPL, in relation to any CFT unitholderwhich is a related body corporate of Commonwealth Bank of Australia (‘CBA’) or the Gandel group of companies(‘Gandel Group’), that relationship. Each company specified in italics below is a CFT unitholder and is a related bodycorporate of CBA or the Gandel Group. Its relationship to CBA or the Gandel Group, as the case may be, is as set out.(a) The Colonial Mutual Life Assurance Society Limited (‘CMLA’) is a wholly owned subsidiary of Colonial Holding Company(No. 2) Pty Limited, which is a subsidiary of both Colonial Holding Company Limited (ordinary shares) and ColonialInvestments Holding Pty Limited (B and C Class shares). Colonial Investments Holding Pty Limited is a whollyowned subsidiary of Colonial Holding Company Limited. Colonial Holding Company Limited is a wholly ownedsubsidiary of Colonial Limited, which is a wholly owned subsidiary of CBA;(b) Commonwealth Life Limited (‘CLL’) is a wholly owned subsidiary of Commonwealth Insurance Holdings Limited,which is a wholly owned subsidiary of CBA;(c) Colonial First State Investments Limited (‘CFSIL’) is a wholly owned subsidiary of Colonial First State Group Limited,which is a wholly owned subsidiary of CMLA (shareholder funds). CMLA is a wholly owned subsidiary of ColonialHolding Company (No. 2) Pty Limited, which is a subsidiary of both Colonial Holding Company Limited (ordinaryshares) and Colonial Investments Holding Pty Limited (B and C Class shares). Colonial Investments Holding PtyLimited is a wholly owned subsidiary of Colonial Holding Company Limited. Colonial Holding Company Limited is awholly owned subsidiary of Colonial Limited, which is a wholly owned subsidiary of CBA;(d) Commonwealth Funds Management Limited (‘CFM’) is a wholly owned subsidiary of CBA;(e) Commonwealth Managed Investments Limited (‘CMIL’) is a wholly owned subsidiary of Commonwealth InsuranceHoldings Limited which is a wholly owned subsidiary of CBA;(f) CFS Managed Property Limited (‘CFSMPL’) (which retains very small holdings in various trusts only for marketinformation purposes) is a wholly owned subsidiary of Colonial First State Group Limited, which is a wholly ownedsubsidiary of CMLA (shareholder funds). CMLA is a wholly owned subsidiary of Colonial Holding Company (No. 2)Pty Limited, which is a subsidiary of both Colonial Holding Company Limited (ordinary shares) and ColonialInvestments Holding Pty Limited (B and C Class shares). Colonial Investments Holding Pty Limited is a whollyowned subsidiary of Colonial Holding Company Limited. Colonial Holding Company Limited is a wholly ownedsubsidiary of Colonial Limited, which is a wholly owned subsidiary of CBA; and(g) Finwood Pty Limited (‘Finwood’) holds CFT units as nominee for The Gandel Group Pty Limited as trustee of TheGandel Group Family Trust (a discretionary trust).2. Voting of fiduciary interests: A significant number of CFT units held by the companies referred to above (CFSIL, CFMand CMIL) are held in their capacity as trustees of various trusts or within statutory funds of life insurance companies(CMLA and CLL). Those companies have legal obligations to act in the best interests of the beneficiaries of those trusts,or, in the case of life insurance companies, policy holders. In the context of certain resolutions put to unitholders, thelaw prohibits from voting, in relation to units held beneficially by them, a company which has an interest in theresolution other than as a unitholder. Because of the benefits flowing to various companies in the CBA Group underthe Proposal, associates of CFSMPL are not permitted to vote on any of the Resolutions in relation to units they hold intheir own right. CFSMPL has stated that it will disregard any vote on those Resolutions cast by such a company inrespect of units it holds in its own right (see page 79 of the EM). The Panel has confirmed, however, that to the extent

those companies hold units in CFT in a way which requires them to exercise any voting rights in relation to those unitsunder their respective legal obligation to consider the interests of others, they may vote those units.The Panel has requested that each such company decide how to vote those units at board level and also provide anundertaking that the relevant company will act in accordance with its statutory duties. The Panel has also requestedeach director of each of those companies to provide an undertaking confirming that he or she will act in accordancewith his or her statutory duties before participating in the board decision. Each of CFSIL, CFM and CMIL have alreadyundertaken to the Panel:(a) to vote the units, or cause the units to be voted, on the Proposal in accordance with their respective duties undersection 601FC(1)(c) and 601FA of the Corporations Act 2001;(b) to decide how to vote on the Proposal at board level; and(c) that prior to deliberating on the decision referred to in (b), each director who is to participate in the deliberationand decision will provide the Panel with an undertaking to comply with his or her obligations under section 601FDof the Corporations Act in relation to the decision of how to vote on the Proposal.Each of CMLA and CLL have already undertaken to the Panel:(d) to vote the units or cause the units to be voted, on the Proposal in accordance with their respective duties underthe Life Insurance Act 1995 (including section 32);(e) to decide how to vote on the Proposal at board level; and(f) that prior to deliberating on the decision referred to in (e), each director who is to participate in the deliberationand decision will provide the Panel with an undertaking to comply with his or her obligations under section 48 ofthe Life Insurance Act 1995 in relation to the decision of how to vote on the Proposal.Each of CFSMPL and Finwood has agreed not to vote its units in relation to the Proposal.3. Explanation of disclaimer: Inside the front cover of the EM there is a section entitled ‘DISCLAIMER’, which adopts aform of words commonly used in brochures of this kind. The Panel has asked CFSMPL to clarify the intended meaningof that disclaimer.The first paragraph confirms that although CFSMPL is a subsidiary of CBA, neither CBA itself nor any of its othersubsidiaries, guarantees the performance of CFT. As you would be aware, your investment in CFT is an investment infour stapled trusts. It is not a deposit with CBA. The first paragraph of the disclaimer also reminds you that investmentproducts are subject to investment risk, which means that you may not recover from an investment as much money asyou put into it and there is no guarantee that you will receive income from that investment at any time.The second paragraph of the disclaimer confirms that the EM is simply intended to be informative. It is not intended tobe a securities recommendation. It also confirms that the EM has not been prepared taking into account any particularCFT unitholder’s circumstances. The information set out in the EM is general information and every unitholderreceives the same information. Unitholders are reminded that they must make their own decision as to how to vote atthe meeting and to decide for themselves if the EM contains all the information they need in order to make a decision.It encourages you to ask your adviser for assistance if you are unsure.The third paragraph indicates that while the people preparing and collating the information set out in the EM took allreasonable care, no one is to be liable for any loss or damage arising if any other person (such as a CFT unitholder)relies on that information. This is because each CFT unitholder’s circumstances are unique and a document like the EMcan only provide general information and each CFT unitholder must decide for himself or herself whether or not moreinformation is required to make a decision and what the best decision for them would be. The paragraph also remindsyou that although a lot of the information set out in the EM is based on forecasts, no one can predict the future, sothat while forecasting is based on what has happened in the past, there is no certainty that what has happened in thepast will continue to happen in the future.It is important to understand that if CFSMPL is found to be liable under the Corporations Act because the EM ismisleading or deceptive, nothing in the disclaimer will limit or reduce that liability.

4. Explanation of effects of CPA management fees: If the Proposal is implemented, you will become a holder of units inCPA and GAN (unless you elect to receive cash instead). On the same day that CFT Unitholders vote on the Proposal,CPA and GAN unitholders will also vote on the Proposal (and on certain other things on which CFT unitholders do notvote). One of the issues CPA unitholders will vote on is a change in the structure of the fees payable to the responsibleentity of CPA, Commonwealth Managed Investments Limited (‘CMIL’).Please note that it is only current CPA unitholders who will vote on the new fee structure. If the Proposal isimplemented and you receive CPA units in exchange for your CFT units, that exchange will only occur after existingCPA unitholders have already voted on the new fee structure. Consequently, while the details of the fee structure arefully set out on page 13 of the EM, the Panel has requested that you are provided with an example of the fees whichwould be payable under the existing fee structure compared to the fees which would be payable under the new feestructure, so you may evaluate the differences even though you will not be voting on the new fee structure. Note thatthe component of the new fee structure which is based on performance is provided by the issue to CMIL of units inCPA and not by the payment of cash.The Panel has requested that you are provided with a comparison of the new fee structure proposed for CPA and thecurrent fee structure for CPA, based on the most recent year’s figures. However, while the fees payable in relation tothe management of CPA after the Proposal (if approved) would be based on the expanded CPA, the figures from themost recent year can only reflect two separate funds. This is particularly relevant in relation to the performance feecomponent. In the future, after the Proposal is implemented, the performance on which the performance feecomponent will be based is the performance of CPA. The currently available figures can only be based on a merging ofCPA and CFT performance. The example, consequently, cannot show any impact on fees which is based on changes tothe performance of the CFT assets as a result of being subject to CPA management. Therefore, the figures below canonly be taken as an indication of the difference between the two methods of calculating fees, and cannot be taken asany indication of fees which may in fact be payable in the future.Expanded CPA (post Proposal)Six month period ending Current fee structure Proposed fee structure31 December 2001 $5,078,000 $3,942,00030 June 2002 $4,187,000 $3,319,000Total $9,265,000 $7,261,000Note: The above figures reflect the following:■ Figures were prepared for each of CPA and the CFT office and industrial assets separately. The above show the aggregate of those separate figures.■ The figures in the column ‘Current fee structure’ include amounts actually received by CPA. The amounts received are net of the fees waived by theresponsible entity of CPA. The fee for CPA calculated under the current structure before application of applicable waivers is $2,225,000 for the half yearending 31 December 2001 and $2,383,000 for the half year ending 30 June 2002. If those gross figures for CPA had been used in the above table, theamounts in the column ‘Current fee structure’ (being the aggregate of the CPA and CFT fees) would have been $5,753,000, $5,922,000 and $11,675,000respectively, reading from top to bottom.■ The figures show the dollar values only, even though the performance fee component of the proposed fee structure will be satisfied through the issue ofunits, not the payment of cash.5. Relationship of CFSMPL, CMIL and CBA: The Panel has requested CFSMPL to provide a statement of the relationshipof CFSMPL with the current responsible entity of CPA , CMIL and with CBA, to the extent to which it is actuallyknown by the directors of CFSMPL. Both CFSMPL and CMIL are wholly owned subsidiaries of CBA.To the extent to which the relationships are actually known by the directors of CFSMPL:(a) both CFSMPL and CMIL are wholly owned subsidiaries of CBA;(b) CFSIL is a wholly owned subsidiary of Colonial First State Group Limited, which is a wholly owned subsidiary ofCMLA (shareholder funds). CMLA is a wholly owned subsidiary of Colonial Holding Company (No. 2) Pty Limited,which is a subsidiary of both Colonial Holding Company Limited (ordinary shares) and Colonial InvestmentsHolding Pty Limited (B and C Class shares). Colonial Investments Holding Pty Limited is a wholly owned subsidiaryof Colonial Holding Company Limited. Colonial Holding Company Limited is a wholly owned subsidiary of ColonialLimited, which is a wholly owned subsidiary of CBA; and(c) CMIL is a wholly owned subsidiary of Commonwealth Insurance Holdings Limited, which is a wholly ownedsubsidiary of CBA.

6. Explanation of the fees of the responsible entities of CPA and GAN: As at the date of this supplementary notice, therehave been certain enhancements offered to the Proposal, which include variations to the fees payable to theresponsible entity of GAN and CPA if the Proposal is implemented.GAN: Prior to the enhancements, CMIL, as the new responsible entity of GAN, had agreed to reduce its managementfee (calculated as 0.60% of gross asset value up to $3.5 billion and 0.55% of gross asset value in excess of $3.5 billion)by up to $1.3 million in the year ended 30 June 2003, to the extent necessary (if any) in order for GAN to achieve inthat period the earnings forecast in the Notice of Meeting and Explanatory Memorandum dated 30 July 2002 anddistributed to GAN unitholders.As a consequence of the enhancements, in addition to reducing its fees as described in the paragraph above, CMIL hasagreed to adopt a fee structure which is the same as that described on page 13 of the CFT EM and in paragraph 4above, in place of the fixed rates previously agreed (except that while the structure described on page 13 provides forthe satisfaction of the performance fee component by way of issue units in the fund, in the case of GAN, theperformance fee component will be paid in cash). The fee structure would operate on the basis of a base fee of 0.45%of gross assets and a performance fee component which is capped at 0.15% of gross asset value up to $3.5 billion and0.10% of gross asset value in excess of $3.5 billion. This effectively means that while the overall fee levels may be thesame as those originally proposed (in aggregate, 0.60% of gross asset value up to $3.5 billion and 0.55% of gross assetvalue in excess of $3.5 billion), CMIL will only be paid at those rates if GAN outperforms the benchmark index. In thecase of GAN, the benchmark index is the S&P/ASX 200 Retail Property Accumulation Index (excluding GAN). Whilethe applicable rates are different for the GAN management fees, the tables above in paragraph 4 provide examples ofthe differences which may arise from the introduction of a performance based fee structure compared to one which isapplied at a fixed rate.CPA: The enhancements affect the fees which will be payable to the responsible entity of CPA only through the waiverby CMIL of an amount of $2.5 million in the financial year ending 30 June 2004, on a once only basis. This fee waiveris in addition to the fee waiver previously agreed by CMIL and referred to in the notes to the table set out in paragraph4 above.The fee structures on which the fees relating to CPA may be calculated are described above and in the EM. Untilcurrent CPA unitholders vote on the new fee structure, it is not known which structure will apply to CPA after theProposal is implemented.Capitalised terms which are not defined in this supplementary notice have the meanings given to them in the EM.The information set out in this supplementary notice is accurate as at 16 September 2002.1937/0902

INDEPENDENT EXPERT’S REPORTCOLONIAL FIRST STATE PROPERTY TRUST GROUPSeptember 2002

COLONIAL FIRST STATE PROPERTY TRUST GROUPINDEPENDENT EXPERT’S REPORTTABLE OF CONTENTS1 INTRODUCTION .......................................................................................................................... 12 SUMMARY AND RECOMMENDATION ........................................................................................ 13 OUTLINE OF OFFERS.................................................................................................................. 54 REPORT REQUIRMENTS ............................................................................................................. 75 BASIS OF EVALUATION .............................................................................................................. 76 VALUATION OF GAN................................................................................................................... 87 VALUATION OF CPA ................................................................................................................. 128 VALUATION OF MIRVAC ........................................................................................................... 179 ARE BOTH OFFERS FAIR ? ........................................................................................................ 2210 IS THE GAN/CPA OFFER REASONABLE?.................................................................................. 2311 IS THE MIRVAC OFFER REASONABLE? .................................................................................... 3812 TAXATION IMPLICATIONS........................................................................................................ 5013 SOURCES OF INFORMATION ................................................................................................... 5414 INDEPENDENCE ....................................................................................................................... 5415 QUALIFICATIONS...................................................................................................................... 5516 DISCLAIMERS AND CONSENTS ............................................................................................... 5517 INDEMNITY ............................................................................................................................... 56BDO CORPORATE FINANCE PTY LIMITED

16 September 2002BDO Corporate FinancePty LimitedABN 91 003 946 030Level 19, 2 Market Street Sydney NSW 2000GPO Box 2551 Sydney NSW 2001Tel +61 2 9286 5555 Fax +61 2 9286 5599Email bdosyd@bdosyd.com.auwww.bdo.com.auThe DirectorsCFS Managed Property LimitedLevel 752 Martin PlaceSYDNEY NSW 2000Dear SirsINDEPENDENT EXPERT'S REPORT – COLONIAL FIRST STATE PROPERTY TRUST1 INTRODUCTIONBDO Corporate Finance Pty Limited (“BDO”) has been engaged by CFS ManagedProperty Limited to prepare an independent expert’s report (“the Report”) for thebenefit of CFT unitholders (“Unitholders”).Various offers and counter offers have been presented to Unitholders from twosources:• Joint offers from Commonwealth Property Office Fund (“CPA”) and GandelRetail Trust (“GAN”) and entities associated with these two trusts.• Offers from the Mirvac Group (“Mirvac”).BDO has been requested to express an opinion on whether either or both of the twolatest offers made by the above parties are fair and reasonable to Unitholders. Wehave also been requested to recommend appropriate action for Unitholders withregard to these latest offers.2 SUMMARY AND RECOMMENDATION2.1 We have considered the terms of both offers as outlined in the body of thisReport and have concluded that both the Mirvac Offer and the GAN/CPA Offerare fair and reasonable to Unitholders of CFT.Both the Mirvac Offer and the GAN/CPA Offer are considered preferable tothe alternative of rejection of both offers, whereby CFT would remain in itscurrent form.2.2 We have also concluded that the GAN/CPA Offer is the more favourablealternative currently available to Unitholders. Accordingly, in the absence of abetter offer, acceptance of the GAN/CPA Offer is considered to be in the bestinterests of Unitholders, when taken as a whole.Advisers to growing businessesLiability limited by the Accountants’Scheme, approved under theProfessional Standards Act 1994 (NSW)

2.3 Fairness2.3.1 In Section 9 we have determined that the values of consideration beingoffered under the Mirvac Offer and GAN/CPA Offer both exceed the value ofCFT, as detailed hereunder.RefValue per CFT UnitLowHighValue of CFT 9.3 2.14 2.24Consideration OfferedValue of Mirvac OfferValue of GAN/CPA Offer9.2.39.12.322.392.422.48Premium of Consideration over the Value of CFTMirvac Offer Premium (average 8.2%)GAN/CPA Offer Premium (average 11.2%)8.4%11.7%8.0%10.7%2.3.2 Comparable Market TakeoversIn September 2000, a hostile takeover offer was lodged by Mirvac for allunits in the Advance Property Fund (“APF”). Stockland Trust Group offereda higher bid and gained control of APF in that transaction. BDO completedthe independent expert’s report used in the APF takeover. The finalconsideration paid by Stockland Trust Group represented a premium toBDO’s valuation of APF, of between 8.1% and 9.7% (average 8.9%). Thevaluations in that report were completed under the same methodologies asused by BDO in this Report. Accordingly the ranges of premium in the tableabove, under either offer, are comparable to and in the case of theGAN/CPA Offer, higher than the premium range paid in the APF hostiletakeover transaction.2.3.3 The valuation ranges in Section 2.3.1 are graphically presented as follows:Valuation per CFT UnitLow & High RangesGAN/CPA OfferMirvac OfferValue of CFT2.10 2.15 2.20 2.25 2.30 2.35 2.40 2.45 2.50$Value per CFT UnitThese valuations indicate that while both offers are fair, the GAN/CPA Offerrepresents higher consideration receivable by Unitholders, when compared tothe Mirvac Offer.BDO CORPORATE FINANCE PTY LIMITED 2

2.4 ReasonablenessIn accordance with our basis of evaluation in Section 5, we have considered theanalysis in Sections 10 and 11 of the Report, in terms of the advantages anddisadvantages under both offers.In our opinion, the advantages attributable to each offer, in isolation, outweigh thedisadvantages of each offer. Accordingly, we believe that both the Mirvac Offer andthe GAN/CPA Offer are reasonable for Unitholders.The advantages and disadvantages considered under each offer (assuming they areaccepted) are summarised below:2.4.1 The GAN/CPA OfferSection Advantages Section Disadvantages10.1.1 Increase in EPU to 19.68 centsplus continuing EPU growthforecast to 31 December 200310.2.1 Loss of Sector diversification10.1.2 Increase in DPU to 19.19 cents 10.2.2 Higher property management fees inGAN10.1.3 Increase in total Unitholder NTAper Unit to $2.3510.1.4 Decrease in gearing ratio to arange of 23.6% to 25.2%10.1.5 Enhanced market position andliquidity but in two separate trusts10.1.6 Maintenance of geographicaldiversification10.2.3 Decrease in tax-deferred component ofdistributions10.2.4 Book build brokerage costs incurred byCFT Unitholders10.2.5 Risks associated with CPA’s divestmentof non-core assets10.2.6 Potential oversupply of GAN and CPAunits adversely effecting price10.1.7 Increase in sector investment 10.2.7 Half yearly distributions rather thanquarterly10.1.8 Decrease in management expenseratios12.3 Tax payable, for which no CGT rolloverrelief is available, applies to cashcomponent of GAN/CPA Offer10.1.9 Potential increase in earnings forGAN via future alignment feeentitlement from CFSPG10.1.10 /10.1.11Alignment of GAN/CPAResponsible Entity intereststhough proposed performancefees10.1.12 Retention of alignment of interestsin GAN via unitholding10.1.13 Maintenance of risk profile ofinvestments12.3 Potential to obtain a higher level ofCGT roll-over reliefBDO CORPORATE FINANCE PTY LIMITED 3

2.4.2 The Mirvac Offer:Section Advantages Section Disadvantages11.1.1 Increase in EPU to between 17.86¢(100% Mirvac interest) and 17.67¢(50.1% Mirvac interest) underOption 111.1.2 Increase in EPU to between 17.87¢(100% Mirvac interest) and 17.70¢(50.1% Mirvac interest) underOption 211.2.1 Increase in DPU to between 19.09¢(100% Mirvac interest) and 18.60¢(50.1% Mirvac interest) withfranking credit benefit underOption 111.2.2 Increase in DPU to between 19.00¢(100% Mirvac interest) and 18.55¢(50.1% Mirvac interest) withfranking credit benefit underOption 211.1.3 Enhanced market position andincreased market liquidity in asingle entity11.1.4 Maintenance of geographicdiversification, but with increasedweighting in NSW property11.2.1 Decrease in DPU to between 17.53¢(100% Mirvac interest) and 16.71¢(50.1% Mirvac interest) without frankingcredit benefit under Option 111.2.2 Decrease in DPU to between 17.57¢(100% Mirvac interest) and 16.82¢(50.1% Mirvac interest) without frankingcredit benefit under Option 211.2.3 Decrease in total Unitholder NTA perUnit to $1.75 under Option 111.2.4 Decrease in total Unitholder NTA perUnit to $1.80 under Option211.2.5 Increased gearing levels to a range of29.8% (50.1% Mirvac interest) to 31.2%(100% Mirvac interest) as well asperformance guarantees11.2.6 Risk associated with residentialproperty development and hotelmanagement exposure11.1.5 Increase in sector investment 11.2.711.1.6 Internalised management structureIf Mirvac acquires less than 100% ofCFT, full benefit of synergies will not beachieved. This risk will be greater ifMirvac acquires less than 50%11.1.7 Interests of management andUnitholders become more closelyaligned under an internalisedmanagement structure11.1.8 No book build brokerage costsincurred by CFT Unitholders11.2.8 Loss of key management11.2.9 Potential reduction in managementresources11.1.9 Quarterly distributions continue 11.2.10 Potential oversupply of Mirvacsecurities adversely effecting price11.1.10 Potential upside in residentialdevelopment activities12.4.1 Tax payable for which no CGT rolloverrelief is available applies to all of thecash, option and share components ofthe Mirvac Offer11.1.11 Increase in tax advantagedcomponents of distributions11.1.12 No divestment of assets andmaintenance of sectordiversification2.4.3 BDO considers that both offers provide Unitholders with significantpotential upside. However, in our opinion, having compared therelative merits within the two tables, the GAN/CPA Offer, on balance,provides a more advantageous outcome when compared to theMirvac Offer.In determining this conclusion, we have had regard particularly tothe effect of the offers on EPU, DPU, NTA, gearing and the differentrisk profiles of GAN and CPA compared to Mirvac, although allfactors detailed in Sections 2.4.1 and 2.4.2 are relevant.BDO CORPORATE FINANCE PTY LIMITED 4

3 OUTLINE OF OFFERS3.1 Original GAN/CPA OfferDetails of this offer are set out in Section 3 of BDO’s independent expert’s reportdated 17 July 2002. In summary, however, Unitholders have been offered 1.19 CPAunits and 0.65 GAN units for each CFT unit they hold.Unitholders would also be entitled to future distributions from GAN and CPA from 1July 2002, while forfeiting their distribution entitlements in CFT, from that date.The responsible entity of CPA has stated that it is their intention to sell all non-coreindustrial assets of CFT, if their offer is successful.3.2 Original Mirvac OfferFrom the announcement made by Mirvac to the market on 27 August 2002, thefollowing was offered to Unitholders:• One Mirvac stapled security for every 1.76 CFT units held (which equates to0.568 Mirvac securities per CFT unit).• An entitlement to the CFT distribution for the three months ending 30September 2002.• An entitlement to future Mirvac distributions if and when the Mirvac Offerbecomes unconditional.3.3 Further GAN/CPA OfferBased on the letter from CFS Managed Property Limited to Unitholders dated 29August, the original GAN/CPA Offer (refer Section 3.1) remains in place and isenhanced by the following:• Groups associated with the responsible entities of GAN and CPA will payUnitholders a total of approximately $96.4 million, or 15.5 cents per CFT unit(rounded).• The responsible entity of CPA will extend its current fee waiver by $2.5 millionfor the year ending 30 June 2004.• The management fee payable to the responsible entity of GAN will be changedto a performance based fee identical in detail to CPA’s proposed performancebased fee, other than the following differences:i. The base fee will be 0.45% of gross assets of GAN.ii.iii.Any performance component of the fee will be capped at 0.60% ofgross assets in any one year. This cap will be reduced to 0.55% ofgross assets for that part of GAN’s gross assets value which is inexcess of $3.5 billion.The performance comparison will be to comparable retail trusts, notcommercial trusts.BDO CORPORATE FINANCE PTY LIMITED 5

As 0.60% of gross assets is the current management fee in place in GAN, thiswould represent a reduction in fees, unless out-performance equal to or inexcess of the cap was achieved in every future period within GAN.• The Gandel Group will distribute to GAN a greater entitlement to income(initially) by way of an additional 7% interest in the income of GRM, for aperiod of five years from completion of the offer.3.4 Further Mirvac OfferOn 4 September, Mirvac announced a further offer to Unitholders in response to theGAN/CPA Offer in Section 3.3. This offer has since been included in the Bidder’sStatement released from Mirvac, summarised as follows:• Unitholders will be offered a choice of either:i. 0.8 cents per CFT unit plus one Mirvac stapled security for every 1.73CFT units held (which equates to 0.578 Mirvac securities per CFT unit).(“Option 1”); orii. 20.8 cents per CFT unit plus one Mirvac stapled security for every 1.89CFT units held (which equates to 0.529 Mirvac securities per CFT unit);(“Option 2”)• One Mirvac option for every 14 CFT units held. The strike price for the optionswill be $4.50 exercisable in two years (“the Mirvac Options”).• Similar to the GAN/CPA offer, Mirvac is offering a Book Build facility toUnitholders, for those wishing to sell their Mirvac securities (includingoptions). Mirvac’s Book Build will carry no brokerage or selling expenses forUnitholders.• The payout policy of Mirvac would be altered, such that 85% of developmentprofits would be paid to security holders, up from 80%, at present.The above offer is defined as “the Mirvac Offer” in this Report.3.5 Further GAN/CPA OfferIn response to the Mirvac Offer in Section 3.4, the offer from GAN/CPA has now beensupplemented with a further cash settlement to each Unitholder, as announced on 13September 2002.Groups associated with the responsible entities of GAN and CPA will now pay afurther $60 million (approximately) in cash to Unitholders which equates to 9.5 centsper CFT unit (rounded). Accordingly, the total cash component under the GAN/CPAoffer is now 25 cents per CFT unit held by Unitholders. No other changes to the earlieroffer in Section 3.3 are proposed., with all related enhancements in that Sectionremaining in place.The GAN/CPA offer in Section 3.3, as enhanced by the above cash injection is definedas “the GAN/CPA offer” in this Report.BDO CORPORATE FINANCE PTY LIMITED 6

4 REPORT REQUIRMENTS4.1 GAN/CPA OfferUnitholders will be asked to vote on the proposal within the ExplanatoryMemorandum dated 30 July 2002 (as enhanced see Sections 3.3 and 3.5). Thisproposal has been developed under the provisions of Sections 606 (1) and 611 of theCorporations Act.Accordingly, this Report, so far as it relates to consideration of the GAN/CPA offer, isagain commissioned by the responsible entity of CFT to enable that entity to satisfyits obligations under these sections.In Section 4 of our independent expert’s report dated 17 July 2002, the requirementsunder Section 606 (1) and 611 are provided for Unitholders.4.2 Mirvac OfferThere is no requirement under ASX Listing Rules or the Corporations Law for theresponsible entity to engage an independent expert in relation to the Mirvac Offer.Notwithstanding the above, the responsible entity has engaged BDO to assistUnitholders in determining what action if any should be taken in relation to the MirvacOffer, when considered in conjunction with the GAN/CPA Offer.5 BASIS OF EVALUATION5.1 In our independent expert’s report to Unitholders dated 17 July 2002 (Section 5) wedetermined that ASIC Policy Statement 74 is appropriate. This Statement will again beused as the basis for BDO’s evaluation in this Report.Our 17 July report provides a more detailed explanation of Policy Statement 74,however, in summary:i. “Fairness” considers the value of CFT in its current form, compared to thevalue of the cash and Scrip Offers being made by Mirvac and GAN/CPA. Thisanalysis is quantitative in nature, valuing each component (Refer Section 9:“Are Both Offers Fair?”).ii.“Reasonableness” on the other hand considers other significant factors towhich Unitholders might give consideration prior to voting on the offers.These factors are more qualitative in nature and include a comparison of thelikely advantages and disadvantages of accepting either offer, with the likelyadvantages and disadvantages of rejecting either offer. This analysis iscompleted within the following two Sections of this Report:• Section 10 “Is the GAN/CPA Offer Reasonable?”• Section 11 “Is the Mirvac Offer Reasonable?”5.2 Whilst all factors need to be considered before drawing an overall conclusion, topromote structure to our report we have assessed the fairness and reasonablenessissues identified in Section 5.1 separately.BDO CORPORATE FINANCE PTY LIMITED 7

5.3 In Sections 6, 7 and 8 we have valued GAN, CPA and Mirvac securities. We have alsocompleted a detailed valuation of CFT in our independent expert’s report dated 17July 2002. Having regard to general market movements since this date, we canconclude that our valuation of CFT would not alter materially (if at all) by usingupdated market information. Accordingly, we have taken the valuation rangedetermined for CFT in our 17 July report, when comparing the value of both offers tothe value of CFT in this Report (Refer Section 9.3).6 VALUATION OF GANThe valuation methodologies applied are the same as those referred to in Section 9 ofour independent expert’s report dated 17 July 2002. In our opinion, the NTA multiplevaluation is the most relevant for GAN.6.1 Net Tangible Asset Valuation of GANGAN is a large sized retail listed property trust. To facilitate comparison we havedetailed in Section 6.1.1 current NTA multiples for comparable trusts.In selecting entities that are similar to GAN in their underlying nature of propertyportfolios we first considered all listed retail property trusts, and then derived a shortlist of comparable entities, satisfying ourselves in the process that other entities werenot comparable.The following entities, which were included in our short list, were then eliminated fromour final selection for the reasons stated:• Centro Properties Group was eliminated as it is a stapled security withproperty management services and an internal management structure, andtherefore it is not comparable to GAN.• Carindale Property Trust owns only one property in the retail sector and istherefore considered too small.6.1.1 Comparable Property Trust NTA MultiplesThe NTA balances applied in the table below are based on annual financialresults to 30 June 2002. The unit prices for comparable trusts are the 60-day weighted average ASX closing prices to 10 September 2002. For GAN,the unit price is the 60-day weighted average ASX closing price to 29 July2002, being the date prior to the announcement of the initial GAN/CPAoffer.Comparable Property TrustsNTA (1)$MNTA (1)Per Unit($)60-dayWeightedAverage UnitPrice ($)Price /NTATimesPrime Retail Group 113.46 0.83 0.95 1.14Macquarie Countrywide Trust 508.40 1.29 1.61 1.25AMP Shopping Centre 890.90 1.37 1.39 1.01GAN (2) 1,630.39 1.22 1.23 1.01Westfield America Trust 6,785.40 1.63 1.98 1.21Westfield Trust 6,104.60 2.99 3.35 1.12Source: (1) Annual Financial Results to 30 June 2002(2) 60 day weighted average unit price is based on ASX closing prices to 29 July 2002BDO CORPORATE FINANCE PTY LIMITED 8

It is important to note that the above NTA multiples are influenced by thefollowing factors:• The size of the trust and nature of properties and other investmentsheld;• The tax advantaged component attributable to distributions; and• The level of gearing in each trust.• The fact that NTA’s used, although the latest available to the market,may be somewhat dated and may not necessarily reflect the currentmarket value of the underlying properties in question.On review of the comparable trusts, less weighting was applied to thefollowing trusts due to the reasons stated:• Prime Retail Group as this trust is considerably smaller in size thanGAN; and• Westfield Property Trust and Westfield America Trust, as these aresignificantly larger in size than GAN. Further, Westfield America Trustproperties are all located in America.• Macquarie Countrywide Trust is also less relevant due to its entirelysupermarket shopping centre focus located in regional areas and itsinterests in foreign properties.After assessing GAN’s position in relation to these factors and the size andtype of property trust sector, we consider that an NTA multiple of between0.98 and 1.02 times is appropriate. This range also takes into considerationthe impact (if any) of speculative trading in GAN based on press reportsprior to the announcement of the GAN/CPA transaction.6.1.2 NTA ValuationBased on annual financial results to 30 June 2002 the NTA of GAN is$1,630.39 million. By applying the NTA multiple range for GAN of 0.98 to1.02 times to the NTA of GAN of $1,630.39 million, the valuation rangederived is summarised below (based on 1,335,767,826 units on issue).GANTotal Trust Value per Unit ($)Low High Low High$M $M$$NTA Based Valuation 1,597.78 1,663.00 1.20 1.24BDO CORPORATE FINANCE PTY LIMITED 9

6.2 Yield based Valuation of GANTo provide a comparison to the NTA valuation in Section 6.1 we have also consideredthe forecast yield of GAN compared to that of other comparable listed propertytrusts.6.2.1 Comparable Property Trust YieldsUsing the 60 day weighted average market price for GAN (refer Section6.1.1), the trust was trading on a forecast 2003 financial year yield of 7.40%.The forecast yields of other comparable entities are provided in the tablebelow.We have selected the same entities in this analysis as used in the NTAvaluation in Section 6.1.1.Comparable EntitiesNTA (2)$M60 DayWeightedAverage UnitPrice$2003 ForecastDPU (1)(Cents)2003ForecastYield%Prime Retail Group 113.46 0.95 8.80 9.26Macquarie Countrywide Trust 508.40 1.61 13.65 8.48AMP Shopping Centre 890.90 1.38 11.20 8.12GAN (3) 1,630.39 1.23 9.10 7.40Westfield America Trust 6,785.40 1.98 14.91 7.53Westfield Trust 6,104.60 3.35 24.14 7.21Source: (1) PIR August 2002 Report(2) Annual Financial results to 30 June 2002.(3) 60 day weighted average unit price is based on ASX closing prices to 29 July 2002. Theforecast DPU is pursuant to the GAN Explanatory Memorandum dated 30 July 2002.Having regard to the size, nature of properties, regions and markets withinwhich each of the above entities operate, we consider that an appropriaterange of current trading yields for GAN is 7.60% to 7.90%. This range alsotakes into consideration the impact of speculative trading in GAN based onpress reports, prior to the announcement of the GAN/CPA transaction.6.2.2 Yield Based ValuationBy taking the above range of forecast yields and the forecast distribution ofGAN of 9.10 cents per unit for the year ending 30 June 2003, the followingimplied value for GAN units is derived.GANValue per unitLow$Yield Based Valuation 1.15 1.20High$BDO CORPORATE FINANCE PTY LIMITED 10

6.3 ASX Market Price ValuationTo provide a further comparison to the valuations of GAN in Sections 6.1 and 6.2, wehave also assessed the quoted market price for GAN units.6.3.1 12 Month Price/Volume HistoryThe following chart provides a summary of the monthly average tradingprices and volumes in GAN units from 30 July 2001 to 29 July 2002 (beingthe date immediately before announcement of the GAN/CPA offer).GAN Trading Volume & Unit PriceUnit Price$1.26$1.24$1.22$1.20$1.18$1.16$1.14$1.12$1.10$1.08$1.0680,000,00070,000,00060,000,00050,000,00040,000,00030,000,00020,000,00010,000,0000VolumeJul-02Jun-02May-02Apr-02Mar-02Feb-02Jan-02Dec-01Nov-01Oct-01Sep-01Aug-01Jul-01Total monthly volume traded on-marketWeighted average on-market monthlyunit priceThe daily price of GAN units from 30 July 2001 to 29 July 2002 has rangedfrom a high of $1.28 on 4 June 2002, 19 June 2002, 20 June 2002 and 21June 2002 to a low of $1.11 on 12 September 2001.6.3.2 Weighted Average Market PricesTo provide further analysis of the market prices for GAN units, we have alsoconsidered the weighted average market price for 10, 30, and 60 day periodsto 29 July 2002.10 Sept 2002$29 July 2002$10 Days$30 Days$60 Days$Closing Price 1.25 1.21Weighted Average 1.21 1.24 1.236.3.3 ASX Market Price ValuationOur assessment of a range of values for GAN units based on market pricing,is detailed below:GANLow$Value per UnitASX Market Price Valuation 1.21 1.24High$BDO CORPORATE FINANCE PTY LIMITED 11

6.4 Assessment of GAN ValueThe results of the valuations performed above are summarised in the table below:GAN ValuationRefValue per UnitNTA Based Valuation 6.1.2 1.20 1.24Yield Based Valuation 6.2.2 1.15 1.20ASX Market Price Valuation 6.3.3 1.21 1.24BDO Valuation 1.20 1.24In assessing the above valuation range which is primarily based on the NTA multiplevaluation methodology we have considered the following:• The NTA multiple valuations range reflects the DCF and FME valuationmethodologies used in the underlying independent property valuations, whichare recognised as the preferred valuation methodologies;• The market price of an individual property trust is subject to volatility, and byapplying a sector based multiple to NTA, individual volatility is minimised inthe valuation;• The yield based valuation approach has a short-term focus based on a 1 yearforecast period. Therefore it places emphasis on the forecast year ending 30June 2003; and• The ASX market price basis valuation may have been influenced by pressreports up to the date of the announcement referring to the transactionwhich may have lead to speculative trading.7 VALUATION OF CPAThe valuation methodologies applied are the same as those referred to in Section 9 ofour independent expert’s report dated 17 July 2002. In BDO’s opinion the NTAmultiple valuation is the most relevant for CPA.7.1 Net Tangible Asset Valuation of CPACPA is a medium sized commercial listed property trust. To facilitate comparisons wehave detailed in Section 7.1.1 current NTA multiples for comparable listed propertytrusts.In selecting entities that are similar to CPA in both their size and the underlying natureof property portfolios we first considered all commercial trusts, and then derived ashort list of comparable entities, satisfying ourselves in the process that other entitieswere not comparable.The following entities, which were included in our short list, were then eliminated fromour final selection for the reasons stated:• James Fielding Group was eliminated as it has property investment activitiesthat are not purely passive, and has an internal management structure.Low$• Investa Property Group was also excluded for the same reasons.BDO CORPORATE FINANCE PTY LIMITED 12High$

7.1.1 Comparable Property Trust NTA MultiplesThe NTA balances applied in the table below are based on annual financialresults to 30 June 2002. The unit prices for comparable trusts are the 60-dayweighted average ASX closing prices to 10 September 2002. For CPA, theunit price is the 60 day weighted average ASX closing price to 29 July 2002,being the date prior to the announcement of the initial GAN/CPA offer.Comparable Property TrustsNTA (1)$MNTA PerUnit (1) ($)60-dayWeightedAverage UnitPrice ($)Price NTATimesFlexi Property Fund 89.78 1.46 1.21 0.83Australian Growth Properties Limited 299.94 0.99 0.78 0.79Lend Lease US Office Trust 580.43 1.38 1.49 1.08CPA (2) 670.93 1.08 1.21 1.12ING Office Fund 867.41 1.10 1.21 1.10Macquarie Office Trust 928.62 1.14 1.26 1.11AMP Office Trust 1,088.37 1.23 1.19 0.97Deutsche Office Trust 1,433.37 1.25 1.23 0.98BT Office Trust 1,466.23 1.57 1.45 0.92Source: (1) Annual Financial Results to 30 June 2002(2) 60 day weighted average unit price is based on ASX closing prices to 29 July 2002.It is important to note that the above NTA multiples are influenced by thefollowing factors:••••The size of the trust and nature of properties and other investmentsheld;The tax advantaged component attributable to distributions; andThe level of gearing in each trust.The fact that NTA’s used, although the latest available to themarket, may be somewhat dated and may not necessarily reflect thecurrent market value of the underlying properties in question.On review of the comparable companies, less weighting was applied to thefollowing trusts due to the reasons stated:••••Flexi Property Fund is significantly smaller in size than CPA, and hasnon-premium grade property.Lend Lease US Office Trust properties are located in America.Australian Growth Properties Limited has historically been aproperty development company (although its developments havenow mostly matured, its focus remains on seeking developmentopportunities);AMP Office Trust, Deutsche Office Trust and BT Office Trust areconsiderably larger in size than CPA.BDO CORPORATE FINANCE PTY LIMITED 13

After assessing CPA’s position in relation to these factors and the size andtype of property trust sector, we consider that an NTA multiple of between1.06 and 1.11 times is appropriate. This range also takes into considerationthe impact (if any) of speculative trading in CPA, based on press reportsprior to the announcement of the GAN/CPA transaction.7.1.2 NTA ValuationBased on the Statement of Financial Position as at 30 June 2002 the NTA ofCPA is $670.93 million. By applying the NTA multiple range for CPA of 1.06to 1.11 times to the NTA of CPA of $670.93 million, the valuation rangederived is summarised below (based on 621,127,194 units on issue):CPALow$MTotal TrustHigh$MLow$Value per UnitNTA Based Valuation 711.19 744.73 1.14 1.20High$7.2 Yield based Valuation of CPATo provide a comparison to the NTA valuation in Section 7.1 we have also consideredthe forecast yield of CPA compared to that of other comparable listed propertyentities.7.2.1 Comparable Property Trust YieldsUsing the 60 day weighted average market price for CPA (refer Section7.1.1), the trust was trading on a forecast 2003 financial year yield of 7.51%.The forecast yields of other comparable entities are provided in the tablebelow.We have selected the same entities in this analysis as used in the NTAvaluation in Section 7.1.1.Comparable Property TrustsNTA (2)$M60 DayWeightedAverage UnitPrice$2003 ForecastDPU (1)(cents)2003ForecastYield %Flexi Property Fund 89.78 1.21 10.40 8.60Australian Growth PropertiesLimited 299.94 0.78 6.60 8.46Lend Lease US Office Trust 580.43 1.49 11.79 7.91CPA (3) 670.93 1.21 9.09 7.51ING Office Fund 867.41 1.21 10.60 8.76Macquarie Office Trust 928.62 1.26 11.00 8.73AMP Office Trust 1,088.37 1.19 9.50 7.98Deutsche Office Trust 1,433.37 1.23 10.10 8.21BT Office Trust 1,466.23 1.45 11.20 7.72Source: (1) PIR August 2002 Report.(2) Financial Results for the year ended 30 June 2002(3) 60 day weighted average unit price is based on ASX closing prices to 29 July 2002. Theforecast DPU is pursuant to the CPA Explanatory Memorandum dated 30 July 2002.BDO CORPORATE FINANCE PTY LIMITED 14

Having regard to the size, nature of properties, regions and markets withinwhich each of the above entities operate, we consider that an appropriaterange of current trading yields for CPA is 7.60% to 8.05%. This range alsotakes into consideration the impact (if any) of speculative trading in CPAbased on press reports prior to the announcement of the GAN/CPAtransaction.7.2.2 Yield Based ValuationBy taking the above range of forecast yields and the forecast distribution forCPA of 9.09 cents per unit for the year ending 30 June 2003, the followingimplied value for CPA units is derived.CPALow$Value per UnitYield Based Valuation 1.13 1.20High$7.3 ASX Market Price ValuationTo provide a further comparison to the valuations of CPA in Sections 7.1 and 7.2, wehave also assessed the market price for CPA units.7.3.1 12 Month Price/Volume HistoryThe following chart provides a summary of the monthly average tradingprices and volumes in CPA from 30 July 2001 to 29 July 2002 (being the dateimmediately before announcement of the GAN/CPA offer).CPA Trading Volume & Unit PriceUnit Price$1.26$1.24$1.22$1.20$1.18$1.16$1.14$1.12$1.10$1.08$1.0660,000,00050,000,00040,000,00030,000,00020,000,00010,000,0000VolumeJul-02Jun-02May-02Apr-02Mar-02Feb-02Jan-02Dec-01Nov-01Oct-01Sep-01Aug-01Jul-01Total monthly volume traded on-marketWeighted average on-market monthly unit priceThe daily price of CPA units from 30 July 2001 to 29 July 2002 has rangedfrom a high of $1.28 on 12 June 2002 and to a low of $1.08 on 12September 2001.BDO CORPORATE FINANCE PTY LIMITED 15

7.3.2 Weighted Average Market PriceTo provide further analysis of the market price for CPA units, we have alsoconsidered the weighted average market price for 10, 30 and 60 day periodsto 29 July 2002.CPA10 Sept 2002$29 July 2002$10 Days$30 Days$60 Days$Closing Price 1.17 1.20Weighted Average 1.21 1.22 1.217.3.3 ASX Market Price ValuationOur assessment is that a range of values for CPA units based on marketpricing, is detailed below:CPALow$Value per UnitASX Market Price Valuation 1.20 1.22High$7.4 Assessment of CPA ValueThe results of the valuations performed above are summarised in the table below:CPA Valuation Ref Low$Value per UnitNTA Based Valuation 7.1.2 1.14 1.20Yield Based Valuation 7.2.2 1.13 1.20ASX Market Price Based Valuation 7.3.3 1.20 1.22BDO Valuation 1.14 1.20High$In assessing the above valuation range which is primarily based on the NTA multiplevaluation methodology we have considered the following:••••The NTA multiple valuations range reflects the DCF and FME valuationmethodologies used in the underlying independent property valuations, whichare recognised as the preferred valuation methodologies; andThe market price of an individual property trust is subject to volatility, and byapplying a sector based multiple to NTA, individual volatility is minimised in thevaluation.The yield based valuation approach has a short-term focus based on a 1 yearforecast period. Therefore it places emphasis on the forecast year ending 30June 2003The ASX market price basis valuation may have been influenced by press reportsup to the date of the announcement referring to the transaction which may havelead to speculative trading.BDO CORPORATE FINANCE PTY LIMITED 16

8 VALUATION OF MIRVACFor details of the various valuation methodologies that can be used and theirapplication, we refer the Unitholder to Section 9 of our independent expert’s reportdated 17 July 2002. Of the methodologies detailed in that report, BDO has given equalemphasis to three alternatives, being the NTA multiple, yield based, and ASX marketvaluations. As Mirvac engages in significant active property development, in additionto its passive property investments, our normal reliance on the NTA multiplevaluation has been reduced, although it is still relevant.8.1 Net Tangible Asset Valuation of MirvacMirvac is a large sized listed stapled security. To facilitate comparison we havedetailed in Section 8.1.1 current NTA multiples for comparable listed stapledsecurities.In selecting entities that are similar to Mirvac in both the nature of activities and theunderlying property portfolios, we first considered all listed stapled securities andthen derived a short list of comparable entities, satisfying ourselves in the processthat other entities were not comparable.8.1.1 Comparable Stapled Security NTA MultiplesThe NTA balances applied in the table below are based on annual financialresults to 30 June 2002. The unit prices for comparable trusts are the 60-day weighted average ASX closing prices to 10 September 2002. For Mirvac,the unit price is the 60-day weighting average ASX closing price to 27 August2002, being the date when the Mirvac takeover announcement was made.Comparable StapledSecuritiesNTA (1)$MNTAPer Unit (1)($)60-dayWeightedAverage UnitPrice ($)Price NTATimesJames Fielding Group 168.53 2.36 3.02 1.28Centro Properties Group 1,133.93 2.71 3.60 1.33Investa Property Group 1,308.43 1.73 2.02 1.17Mirvac Group (2) 1,702.54 2.75 4.15 1.51Stockland Trust Group 2,612.92 3.14 4.38 1.39Source: (1) Annual financial results to 30 June 2002. Taking units on issue at that date(2) 60 day weighted average unit price is based on ASX closing prices to 27 August 2002.It is important to note that the above NTA multiples are influenced by thefollowing factors:• The size of the entity and nature of properties and other investmentsheld;• The tax advantaged component attributable to distributions;• The level of gearing in each entity;• The fact that NTA’s used, although the latest available to the market,may be somewhat dated and may not necessarily reflect the currentmarket value of the underlying properties in question; and• The varying level of active property development within each entity.BDO CORPORATE FINANCE PTY LIMITED 17

On review of the comparable entities, significantly less weighting wasapplied to the following entities due to the reasons stated:• Investa Property Group has less property development activitycompared to Mirvac;• Centro Properties Group has investments in the retail property sectorand it has less property development activity; and• James Fielding Group is significantly smaller in size compared toMirvac, and is a newly listed stock without a long term trading history.After assessing Mirvac’s position in relation to these factors and the sizeand type of property trust sector, we consider that an NTA multiple ofbetween 1.45 and 1.51 times is appropriate.8.1.2 NTA ValuationBased on Mirvac’s Statement of Financial Position at 30 June 2002, the NTAof Mirvac is $1,702.54 million. By applying the NTA multiple range for CFT of1.45 to 1.51 times, to the NTA of Mirvac of $1,702.54 million, the valuationrange derived is summarised below (based on 618,041,902 units on issue).MirvacLow$MTotalHigh$MValue per UnitLow High$$NTA Based Valuation 2,468.68 2,570.84 3.99 4.168.2 Yield based Valuation of MirvacTo provide a comparison to the NTA valuation in Section 8.1 we have also consideredthe forecast yield of Mirvac compared to that of other comparable listed stapledsecurities.8.2.1 Comparable Stapled Securities YieldsUsing the 60 day weighted average market price for Mirvac (refer Section8.1.1), the trust was trading on a forecast 2003 financial year yield of 6.63%.The forecast yields of other comparable entities are provided in the tablebelow.We have selected the same entities in this analysis as used in the NTAvaluation in Section 8.1.1.Comparable StapledSecuritiesNTA (2)$M60 DayWeightedAverage UnitPrice$2003ForecastDPU (1)(Cents)2003ForecastYield%James Fielding Group 168.53 3.02 23.00 7.62Centro Properties 1,133.93 3.60 27.36 7.60Investa Property 1,308.43 2.02 15.44 7.64Mirvac (3) 1,702.54 4.15 27.50 6.63Stockland Trust Group 2,612.92 4.38 31.20 7.12Source: (1) PIR August 2002 Report.(2) Annual Financial Results to 30 June 2002.(3) 60 day weighted average unit price is based on ASX closing prices to 27 August 2002.The forecast DPU is pursuant to Bidders Statement.BDO CORPORATE FINANCE PTY LIMITED 18

Having regard to the size, nature of properties, activities and markets withinwhich each of the above entities operate, we consider that an appropriaterange of current trading yields for Mirvac is 6.63% to 6.73%.8.2.2 Yield Based ValuationBy taking the above range of forecasts yields and the forecast distribution ofMirvac of 27.50 cents per unit for the year ending 30 June 2003, thefollowing implied value for Mirvac units is derived.MirvacLow$Value per unitMirvac Yield Based Valuation 4.09 4.15High$8.3 ASX Market Price ValuationTo provide a further comparison to the valuations of Mirvac in Sections 8.1 and 8.2,we have also assessed the quoted market price for Mirvac units.8.3.1 12 Month Price/Volume HistoryThe following chart provides a summary of the monthly average tradingprices and volumes in Mirvac units from 28 August 2001 to 27 August 2002(being the date of the announcement of the Mirvac Offer).Mirvac Trading Volume & Unit Price$4.3060,000,000Unit Price$4.20$4.10$4.00$3.90$3.80$3.70$3.6050,000,00040,000,00030,000,00020,000,00010,000,000Volume$3.500Aug-02Jul-02Jun-02May-02Apr-02Mar-02Feb-02Jan-02Dec-01Nov-01Oct-01Sep-01Aug-01Total monthly volume traded on-marketWeighted average on-market monthly security priceSource: ASXThe daily price of Mirvac units from 28 August 2001 to 27 August 2002 hasranged from a high of $4.26 on 21 June 2002 to a low of $3.64 on 24September 2001.BDO CORPORATE FINANCE PTY LIMITED 19

8.3.2 Weighted Average Market PricesTo provide further analysis of the market prices for Mirvac units, we havealso considered the weighted average market price for 10, 30, and 60 dayperiods to 27 August 2002.Mirvac10 Sept 2002$27 Aug 2002$10 Days$30 Days$60 Days$Closing Price 4.15 4.11Weighted Average 4.12 4.11 4.15BDO notes that Mirvac’s price has altered since 27 August. However, inBDO’s opinion, movements in Mirvac’s price since that date have beenaffected by the takeover announcement that Mirvac made on the 27 August.To assess Mirvac’s underlying value without the effect of shorter term pricecorrections due to takeover activity, we have not included pricing after 27August. This treatment is consistent with BDO’s treatment of ASX pricemovement in GAN and CPA (as well as for CFT) after the announcement oftheir proposal on 30 July. Sections 6 and 7 indicate that pricing in theseentities has also not been considered after this announcement took place inthe market.8.3.3 ASX Market Price ValuationOur assessment of a range of values for Mirvac units based on marketpricing, is detailed below:MirvacLow$Value per UnitASX Market Price Valuation 4.11 4.158.4 Assessment of Mirvac ValueThe results of the valuations performed above are summarised in the table below:Value per Mirvac unitMirvac Valuation Ref Low$High$NTA Based Valuation 8.1.2 3.99 4.16Yield Based Valuation 8.2.2 4.09 4.15Market Price Based Valuation 8.3.3 4.11 4.15BDO Valuation 3.99 4.16Although the NTA Based valuation is less relevant for Mirvac due to Mirvac’s propertydevelopment activity, we believe that the range under this method still should beincluded in our valuation range. The NTA method is based on independent propertyvaluations which have in turn been based on the discounted future cash flow (“DCF”)methodology.High$BDO CORPORATE FINANCE PTY LIMITED 20

The DCF methodology is accepted as the preferred valuation method for a wholerange of valuation applications. Further, the incremental value of Mirvac’sdevelopment activities, which may not be reflected in its NTA, is included in thevaluation by applying the NTA multiple. This multiple range uses Mirvac’s ownpremium to NTA on the market, as well as that of its only close competitor, StocklandHoldings Group, which has similar portfolios in property development.Accordingly, BDO has maintained the valuation range of $3.99 to $4.16 for Mirvac,based on information currently at hand regarding this entity.8.5 Valuation of the Mirvac Options8.5.1 The terms of the options issued under the Mirvac Offer are as follows:• Strike price of $4.50• Exercisable in two yearsOne option is being issued for every fourteen CFT units held.8.5.2 We applied the Black-Scholes option valuation methodology to value theoptions, and considered the following variables:• The current ASX unit price of Mirvac.• The volatility of Mirvac units.• The risk free rate of return.• The future distribution yield of Mirvac.Based on the Black-Scholes option valuation methodology and ourassessment of these key variables, the value per option is 12 cents.8.5.3 We also placed reliance on Mirvac’s valuation of 10.9 cents per option, asdetailed in their Bidder’s Statement.8.5.4 In considering the above, our assessment of the value per option issummarised in the table below:MirvacLow$Value per OptionValue per Option 0.11 0.12High$BDO CORPORATE FINANCE PTY LIMITED 21

9 ARE BOTH OFFERS FAIR ?9.1 GAN/CPA OfferIn Section 6 the value of one GAN unit was determined at $1.20 to $1.24. The value ofone CPA unit was determined at $1.14 to $1.20 in Section 7. By using the conversionratios in the GAN/CPA Offer, the offer value per CFT unit is calculated as follows:Value per CFT UnitGAN/CPA Offer Ref Low$High$1. 0.65 GAN Units 3.1 0.780 0.8062. 1.19 CPA Units 3.1 1.357 1.428Total Scrip Consideration 2.137 2.234Additional Cash Payment 3.5 0.250 0.250Total Consideration (Rounded) $2.39 $2.489.2 Mirvac Offer9.2.1 As per Section 8, the value of one Mirvac security has been established at$3.99 to $4.16. Based on the choice provided to Unitholders of accepting allscrip, or a scrip and cash alternative, the following values per CFT unit applyto this component of the offer:Mirvac Offer Options(per CFT unit)1. 0.8 cents plus 0.578 Mirvac securities(Option 1)2. 20.8 cents plus 0.529 Mirvac securities(Option 2)RefValue per CFT UnitLowHigh$$3.4 2.314 2.4123.4 2.319 2.4099.2.2 The value of the Mirvac Options has been determined as 11 cents to 12cents in Section 8.5.4. As one such option will be issued for every 14 CFTunits held, the value per CFT unit equates to 0.8 cents to 0.9 cents.9.2.3 The total value of the Mirvac Offer is determined by combining thecomponents of the offer in Sections 9.2.1 and 9.2.2:Value per CFT UnitMirvac Offer Ref Low$High$- Cash and Scrip or 100% Scrip Offer 9.2.1 2.314 2.412- Mirvac Options 9.2.2 0.008 0.009Total Consideration (Rounded) $2.32 $2.42BDO CORPORATE FINANCE PTY LIMITED 22

9.3 In section 10.4 of our independent expert’s report dated 17 July 2002, we haveconcluded that the value of CFT is between $2.14 and $2.24 per unit. This valuationexcludes any ASX price movements resulting from announcements by GAN/CPA andMirvac. BDO considers that the recent price increases in CFT units havepredominantly resulted from the takeover announcements and are not reflective ofCFT’s ongoing underlying value.9.4 Based on the above, both the GAN/CPA Offer and the Mirvac Offer are valued aboveBDO’s valuation of CFT. Accordingly both offers are considered to be fair forUnitholders.10 IS THE GAN/CPA OFFER REASONABLE?We have considered the position of Unitholders if the GAN/CPA Offer is accepted andhave taken into account the following advantages and disadvantages in thisassessment.10.1 Advantages of Accepting the GAN/CPA OFFER10.1.1 Increase in Earnings per Unit (“EPU”)The responsible entities of CFT, GAN and CPA have prepared forecastdistribution statements indicating the estimated earnings and distributionsper unit for their respective trusts. The forecasts for CFT are prepared on thebasis that the GAN/CPA Offer does not proceed and CFT continues as itcurrently operates. The CPA and GAN forecasts are prepared on the basisthat the GAN/CPA Offer is accepted and therefore incorporate the interestin CFT that each trust is proposing to acquire.Forecast EPUYear Ending30 June 2003(cents)Pre CFT 17.27Post CPA 9.66Post GAN 9.66Source: Financial forecasts of responsible entities.Comparison based on Consideration OfferedYear Ending30 June 2003(cents)Pre CFT 17.27CPA earnings for CFT Unitholders (1) 11.50GAN earnings for CFT Unitholders (2) 6.28Distribution from reinvented cash (3) 1.90Total Earnings per CFT unit (Post GAN/CPA Offer) 19.68Source: Financial forecasts of responsible entities.Notes: (1) Existing CFT Unitholders will be entitled to 1.19 CPA units per CFT unit under theterms of the GAN/CPA Offer. Therefore to determine the equivalent earnings per unit,for CFT Unitholders post GAN/CPA Offer with respect to CPA units to be received, theforecast earnings per unit is multiplied by 1.19 (to allow comparison with forecast CFTearnings per unit pre GAN/CPA Offer).(2) Existing CFT Unitholders will be entitled to 0.65 GAN units per CFT unit. Therefore todetermine the equivalent earnings per unit, for CFT Unitholders post Proposal withrespect to GAN units to be received, the forecast earnings per unit is multiplied by0.65 (to allow comparison with forecast CFT earnings per unit pre GAN/CPA Offer.)(3) Assumes that cash component of GAN/CPA Offer (i.e. 25.0 cents per Unit) isreinvested at the average listed property trust sector yield of 7.6%.BDO CORPORATE FINANCE PTY LIMITED 23

The above forecasts for Post CPA and Post GAN include the impact of thefollowing attributes of the GAN/CPA Offer:• Only the base fee of GAN and CPA responsible entity’s proposedperformance fee structures are included. Accordingly, the EPU maymarginally decrease if either or both trusts become entitled toperformance fee bonuses.• CPA’s initial management fee waiver, in relation to the 2003 year.(There is a further $2.5 million waiver proposed for the 2004 year).• Increased alignment fee entitlement to GAN unitholders of 35% ofGRM’s earnings.The above table indicates that CFT Unitholders will benefit if the GAN/ CPAOffer is accepted, in terms of future earnings. The earnings of CFTUnitholders post GAN/CPA Offer is expected to increase 14.0% from 17.27cents to 19.68 cents for the year ending June 2003 if the GAN/CPA Offer isaccepted.The responsible entities of GAN and CPA have provided forecasts for afurther six months to 31 December 2003. These indicate that further growthin EPU is forecast to occur. BDO has not included this further period, asthe Mirvac Bidder’s Statement included forecasts only for the twelve monthsto 30 June 2003. However, this forecast of continuing EPU growth is seen asa further advantage to Unitholders in accepting the GAN/CPA Offer.10.1.2 Increase in Distribution per Unit (“DPU”)The following tables summarise the forecast DPU for CT Unitholders, bothpre and post GAN/CPA Offer.Forecast DPUYear Ending30 June 2003(cents)Pre CFT 18.10Post CPA 9.25Post GAN 9.66Source: Financial forecasts of responsible entities.Comparison based on Consideration OfferedYear Ending30 June 2003(cents)Pre CFT 18.10CPA distribution entitlement of CFT Unitholders (1) 11.01GAN distribution entitlement of CFT unitholders (2) 6.28Distribution from reinvested cash 3) 1.90Total Distribution per CFT Unit (Post GAN/CPA Offer) 19.19Source: Financial forecasts of responsible entities.Notes: (1) Existing CFT Unitholders will be entitled to 1.19 CPA units per CFT unit under theterms of the GAN/CPA Offer. Therefore to determine the equivalent distribution perunit, for CFT Unitholders post GAN/CPA Offer with respect to CPA units to bereceived, the forecast distribution per unit is multiplied by 1.19 (to allowcomparison with forecast CFT distribution per unit pre GAN/CPA Offer).BDO CORPORATE FINANCE PTY LIMITED 24

(2) Existing CFT Unitholders will be entitled to 0.65 GAN units per CFT unit. Thereforeto determine the equivalent distribution per unit, for CFT Unitholders postGAN/CPA Offer with respect to GAN units to be received, the forecast distributionper unit is multiplied by 0.65 (to allow comparison with forecast CFT distributionper unit pre GAN/CPA Offer.)(3) Assumes the cash component of the GAN/CPA Offer (i.e. 25.0 cents per CFT unit.)is reinvested at the average listed property trust sector yield of 7.6%.Forecast Distribution Per UnitYear Ending 30 June 200319.519.018.518.0Cents17.517.016.516.015.515.0Pre - CFTPost - with GAN/CPAThe above table and graph indicate that Unitholders will be advantaged ifthe GAN/CPA Offer is approved, in terms of their future distributionentitlements for the year ending 30 June 2003. The forecast distributions arehigher after the GAN/CPA Offer, when compared to CFT forecasts before thetransaction.The increase DPU post CPA/GAN Offer is attributable in part to thefollowing:• Only the base fee of GAN and CPA responsible entity’s proposedperformance fee structures are included. Accordingly, the DPU maymarginally decrease if either or both trusts become entitled toperformance fee bonuses.• CPA’s additional $2.5 million fee waiver.• Increased alignment fee entitlement to GAN unitholders of 35% ofGRM’s earnings.BDO CORPORATE FINANCE PTY LIMITED 25

10.1.3 Increase in NTA per UnitThe following is the pro forma Statement of Financial Position as at 30 June2002 for CPA and GAN, assuming the GAN/CPA Offer proceeds.Pro Forma Assuming the GAN/CPA Offer ProceedsASSETSCPA30 June 2002$mGAN30 June 2002$mCash and Money Market Securities 10.6 36.4Investment Properties 2,042.7 2,805.8Investment in Associates 58.7 -Other Assets 20.2 -TOTAL ASSETS 2,132.2 2,842.2LIABILITIESProvision for distributions 44.2 67.1Payables and provisions 31.4 49.9Borrowings 538.0 649.8TOTAL LIABILITIES 613.6 776.8NET ASSETS 1,518.6 2,075.4No. of units on issue 1,361.5 1,746.9NTA per Unit $ $1.12 $1.19Note: The above statement of financial position of GAN excludes any value with respect to the incomeflows from Colonial First State Property Group Limited (“CFSPG”).At 30 June 2002 the NTA backing per unit of CFT was $2.07. (Refer Section14.1 of BDO’s independent expert’s report dated 17 July 2002). Assumingthe GAN/CPA Offer is accepted, the NTA per unit is expected to increase to$2.35 (including the cash component of the GAN/CPA Offer) based on thefollowing calculations:NTA perPro FormaRatio of CPA & GANunits to CFTNTA per CFT unit(Post GAN/CPA)CPA $1.12 1.19 $1.33GAN $1.19 0.65 $0.77NTA of underlying trust’s units $2.10Cash component of CPA/GAN Offer $0.25TOTAL NTA (POST GAN/CPA OFFER) ATTRIBUTABLE TOUNITHOLDERS$2.35This represents an advantage to CFT Unitholders of accepting the GAN/CPAOffer.BDO CORPORATE FINANCE PTY LIMITED 26

10.1.4 Decreased Gearing LevelsCFT had a gearing ratio of 25.6% as at 30 June 2001. The following graphillustrates the gearing ratio of 49 listed property trusts surveyed in the BDOListed Property Trust Survey, 2002 Edition. It indicates that CFT had a belowaverage gearing level when compared to all the trusts surveyed.Entity Gearing LevelsTyndall Meridian TrustGeneral Property TrustCarindale Property TrustBT Office TrustAMP NZ Office Trust (NZ)Gandel Retail TrustCommonwealth Property Office FundAMP Industrial TrustInvesta Property GroupMirvac GroupStockland Trust GroupDeutsche Office TrustDeutsche Diversified TrustLend Lease US Office TrustFlexi Property FundAMP Diversified Property TrustDeutsche Industrial TrustING Industrial FundColonial First State Property Trust GroupAMP Shopping Centre TrustMacquarie Leisure TrustAMP Office TrustCentro Properties GroupING Office FundHomemaker Retail GroupMacquarie Goodman Industrial TrustMacquarie Office TrustWestfield TrustKiwi Income Property Trust (NZ)Macquarie Countrywide TrustPrime Retail GroupColonial First State Property Trust (NZ)Bunnings Warehouse Property TrustPA Property Trust2 Park Street TrustProperty For Industry Limited (NZ)Grand Hotel GroupCapital Properties (NZ)MTM Entertainment TrustAustralian Growth Properties LimitedProperty Trust of AustralasiaIpoh LimitedNewmarket Property Trust (NZ)Thakral Holding GroupThe National Property Trust (NZ)Sundowner GroupPeppers Hotel TrustWestfield America TrustTourism Asset Holdings Limited0.00% 10.00% 20.00% 30.00% 40.00% 50.00% 60.00% 70.00%GearingSource: BDO Listed Property Trust Survey 2002 EditionBDO CORPORATE FINANCE PTY LIMITED 27

The pro forma Statement of Financial Position indicates that gearing, basedon total borrowings as a percentage of total assets, decreases as a result ofaccepting the GAN/CPA Offer.The level of gearing at 30 June 2002 in CFT (pre GAN/CPA Offer) is 27.7%. Ifthe GAN/CPA Offer is accepted the gearing ratio for CPA and GAN, will be25.2% and 23.6% respectively, which are both below the average gearinglevels of the listed property trust sector (27.0%) as well as being below thepresent gearing level of CFT (pre GAN/CPA Offer). This decrease in gearingand corresponding lower exposure to potential adverse interest ratemovements, represents an advantage to Unitholders.A lower level of gearing provides increased ability for the trusts to borrow, inmaking further acquisitions.In addition, the lower gearing allows more scope for future acquisitionsusing debt funding. The gearing levels of CFT compared to GAN and CPApost GAN/CPA Offer are shown in the charts below:Forecast Gearing LevelsAs at 30 June 200240%30%20%10%0%Pre - CFTPost - with GANForecast Gearing LevelsAs at 30 June 200240%30%20%10%0%Pre - CFTPost - with CPABDO CORPORATE FINANCE PTY LIMITED 28

10.1.5 Enhanced Market Position and LiquidityCurrently CFT ranks as the 4 th largest trust in the diversified sub-sector inAustralia and the 10 th largest trust in the listed property trust sector inAustralia.Upon completion of the GAN/CPA Offer, CFT Unitholders (other than CFTUnitholders who will receive cash) will hold units in a leading office sectorlisted property trust and a leading retail sector listed property trust.CPA will represent the largest trust in the office sub-sector in Australia andthe 7 th largest listed property trust in Australia with total assets ofapproximately $2.1 billion and an estimated market capitalisation ofapproximately $1.7 billion.GAN will represent the second largest trust in the retail sub-sector inAustralia and the 6 th largest listed property trust in Australia with totalassets exceeding $2.8 billion and an estimated market capitalisation ofapproximately $2.1 billion.The increase in total assets to $2.1 billion for CPA and $2.8 billion for GAN,if the GAN/CPA Offer is accepted, may bring additional investor interest inboth CPA and GAN and with this, an increase in the liquidity of both trusts.Such increase in the liquidity will benefit those CFT Unitholders who maywish to sell the units in CPA or GAN as received under the GAN/CPA Offer.However, although under the GAN/CPA Offer, CFT Unitholders will have theadvantage of holding units in trusts with increased market position andliquidity these advantages would be magnified if CFT Unitholders receivedunits in just one very large trust, as in the Mirvac Offer, rather than in twotrusts10.1.6 Maintenance of Geographic DiversificationThe following charts demonstrate the geographical diversification (based onasset values) of CFT (pre GAN/CPA Offer), compared to CPA and GAN postGAN/CPA Offer.100%Geographic DiversificationPre - CFTPost - with GAN80%60%40%20%0%NSW VIC QLD WA SA ACT TASBDO CORPORATE FINANCE PTY LIMITED 29

The above chart demonstrates CFT’s existing 15% investment in theVictorian property market will significantly increase for CFT Unitholders (whowill own GAN units) if the GAN/CPA Offer is accepted. This may represent anadvantage to existing CFT Unitholders if they wish to increase their exposureto the Victorian property market.100%80%60%40%20%Geographic DiversificationPre CFTPost - with CPA0%NSW VIC QLD WA SA ACTThe above chart demonstrates CFT’s existing 44.4% investment in the NSWproperty market will significantly increase for CFT Unitholders (who will ownCPA units) if the GAN/CPA Offer is accepted.This may represent an advantage to existing CFT Unitholders if they wish toincrease their exposure to the NSW property market and maintain exposureacross other geographic areas.10.1.7 Increased Sector InvestmentThe following chart demonstrates the current sector exposure (based onasset values) of CFT Unitholders pre proposal, compared to the sectorexposure Unitholders will have through CPA and GAN post GAN/CPA Offer.100%80%60%40%20%0%Sector InvestmentPre - CFTPost - with GANOffice Retail Industrial HTI OfficeBDO CORPORATE FINANCE PTY LIMITED 30

As demonstrated above, acceptance of the GAN/CPA Offer will significantlyincrease CFT Unitholders’ (who will own GAN units) investment exposure tothe retail property market. This represents an advantage to Unitholders whomay wish to gain increased exposure to that market.100%80%60%40%20%Sector InvestmentPre - CFTPost - with CPA0%Office Retail Industrial HTI OfficeThe above graph shows that CFT Unitholders (who will own CPA units if theGAN/CPA Offer is accepted) will have increased investment exposure to theoffice property market. However, it is noted that CPA intends to sell theindustrial and HTI office assets of CFT, post GAN/CPA Offer, which do not fitwith CPA’s commercial portfolio (refer Section 10.2.1).10.1.8 Decreased Management Expense Ratios (“MER”)We have compiled historical information with respect to the MERs of CFT,CPA and GAN as set out in the table below. The MER has been calculated astotal fees deducted (including management fees, custodian fees and auditfees) expressed as a percentage of average gross assets for the relevantperiod.MER(based on gross assets)2001 YearMER(based on gross assets)2000 YearCFT 0.70% 0.60%CPA 0.41% 0.38%GAN 0.64% 0.72%Source: BDO Listed Property Trust Survey 2002 and 2001 EditionFor the year ended 30 June 2001, CFT incurred a higher MER than both CPAand GAN. Based on these results, CFT unitholders are likely to benefit fromthe lower MER’s of CPA and GAN.BDO CORPORATE FINANCE PTY LIMITED 31

If the GAN/CPA Offer is accepted, the MER’s are expected to decrease asindicated in the tables below.Forecast MERPre - CFT0.84%Post - with GAN0.63%0.42%0.21%0.00%Year ending 30 June 2003Forecast MERPre - CFT0.84%Post - with CPA0.63%0.42%0.21%0.00%Year ending 30 June 2003Based on the forecast MER’s of CPA and GAN, CFT Unitholders will besubjected to lower costs in running the respective listed property trusts, ifthe GAN/CPA Offer is approved, partly due to the increase in total assets.It should be noted, however, that the forecast MER for CPA and GAN isbased only on the base management fee to be paid by CPA and GANrespectively. If a performance fee should be paid by CPA or GAN in future(refer Section 10.1.10 and 10.1.11) the MER for CPA and GAN wouldincrease above the forecast levels.Further, we note that if the GAN/CPA Offer is accepted, CFT Unitholders(who will own CPA units post GAN/CPA Offer) will benefit from themanagement fee waiver remaining to 30 June 2003. These reductions havebeen reflected in the charts above. CPA is now also waiving a further $2.5min management fees in relation to the 2004 financial year (refer Section 3.3).Unitholders should however note that, once these fee reductioncommitments expire, the MER for CPA may rise, for periods after 30 June2004. Such an increase in costs, after 30 June 2004, would lead to adecrease in EPU at that time.BDO CORPORATE FINANCE PTY LIMITED 32

10.1.9 Potential Increase in Earnings for GAN via Future Alignment FeeEntitlements from CFSPGCFT unitholders (who will own GAN units post GAN/CPA Offer) will receivethe benefit of income from the enlarged property portfolio as well asrevenue from GAN’s entitlement to receive alignment fees from a newlycreated property leasing and development management entity, GandelRetail Management (“GRM”) (via CFSPG).GAN (if the GAN/CPA Offer is accepted) will be entitled to receive analignment fee of 35% (initially) of GRM profits. The responsible entity hasinformed us that the actual entitlement will be contracted to exceed thislevel over the first two six month periods post GAN/CPA Offer, while theearnings level of GRM grows.GRM is a new entity that will be established to provide propertymanagement, leasing and development services to GAN and a number ofwholesale property trusts currently managed by entities associated withCFSPG.In total, GRM will manage retail property assets with a value ofapproximately $5 billion, making GRM one of the largest retail propertymanagement entities in Australia.The value of this future alignment fee income from CFSPG is not included inthe valuation of GAN in Section 6.4. Accordingly, there is also potential forCFT Unitholders to benefit from an increase in the value of GAN units, viaGAN’s entitlement to future alignment fees.10.1.10 Alignment of CPA Responsible Entity Interests through Proposed CPAPerformance FeeIf the GAN/CPA Offer is accepted, it is proposed that CPA commencespaying its responsible entity in accordance with a performance based feestructure.This is considered an advantage to CFT Unitholders who hold CPA unitspost GAN/CPA Offer, as the interests of the responsible entity and the trustare more closely aligned.10.1.11 Alignment of GAN Responsible Entity Interests through ProposedGAN Performance Fee.If the GAN/CPA Offer is accepted, it is proposed that GAN commencespaying its responsible entity in accordance with a performance based feestructure.This is considered an advantage to CFT Unitholders who hold GAN unitspost GAN/CPA Offer, as the interests of the responsible entity and the trustare more closely aligned.BDO CORPORATE FINANCE PTY LIMITED 33

10.1.12 Retention of Alignment of Interests in GAN via UnitholdingIf the GAN/CPA Offer is accepted, both CFSPG and the Gandel Group willhold approximately 31.4% of the total GAN units on issue. Both parties willbe required to hold between them approximately 537 million GAN units onissue until the later of the date that GAN obtains a market capitalisation ofat least $2.5 billion and the date following 3.5 years after implementation ofthe GAN/CPA Offer.10.1.13 Maintenance of Risk Profile of InvestmentsAcceptance of the GAN/CPA Offer will result in CFT Unitholders maintainingexposure to passive property investments.This is considered an advantage to CFT Unitholders who remain attracted tothe current lower risk profile of CFT units.10.2 Disadvantages of Accepting the GAN/CPA Offer10.2.1 Loss of Sector DiversificationIf the GAN/CPA Offer is accepted, CPA intends to divest of CFT’s industrialand HTI office portfolios. Therefore, CFT unitholders will move from aninvestment in a diversified portfolio to pure office and retail investments.This may represent a disadvantage to existing CFT unitholders if they wish toremain diversified into both the HTI office and industrial property markets.10.2.2 Higher Property Management Fees in GANIf the GAN/CPA Offer is accepted, the property management leasing anddevelopment fees of GAN will increase due to the terms of the newagreements with GRM. Such increases are however in part due to a moreextensive list of services being offered. BDO also considers that theproposed fees are within reasonable commercial arms length ranges for therelevant services.This increase in fees is mitigated somewhat by GAN’s entitlement to sharein the distributions of GRM.BDO CORPORATE FINANCE PTY LIMITED 34

10.2.3 Decrease in Tax-Deferred Component of DistributionsThe tax-deferred component of future distributions for CFT pre GAN/CPAOffer compared to the tax-deferred component of future GAN and CPAdistributions post GAN/CPA Offer are detailed hereunder.Tax Deferred Component of DistributionYear Ending 30 June 200360%50%40%30%20%10%0%Pre - CFTPost - with CPATax Deferred Component of DistributionYear Ending 30 June 200360%50%40%30%20%10%0%Pre - CFTPost - with GANIf the GAN/CPA Offer is accepted, a reduced percentage of the distributionsto Unitholders, overall, will be tax-deferred. This will generally disadvantageUnitholders because:•There is a reduction in the timing benefit with respect to payment oftax that is generally obtained (until such time as total tax deferredincome distributions exceed the Unitholder’s cost base in the Unitsor they dispose of their Units) on receipt of tax deferreddistributions;• There is a reduction in the ability of Unitholders able to benefit fromthe capital gains tax discount (in broad terms, individuals, trustsand complying superannuation funds which have held their Units forat least 12 months) to obtain a permanent tax saving to the extentthat the tax-deferred distributions ultimately give rise to capitalgains.BDO CORPORATE FINANCE PTY LIMITED 35

10.2.4 Book Build Brokerage CostsThe Book Build involves the sale of CPA units and GAN units that wouldotherwise have been issued to Unitholders who elect to receive cash.Brokerage costs of 0.5% will be deducted from gross proceeds of the Bookbuild. The net proceeds (after brokerage costs) will then be distributed toUnitholders who elect to receive cash.We note that all overseas unitholders will receive the cash alternative, andtherefore will be subject to brokage costs of 0.5% of the gross proceeds ofthe Book Build.These additional transaction costs are considered to be a disadvantage toUnitholders receiving the cash alternative.10.2.5 Risk Associated with CPA’s Divestment of Non-Core AssetsThere are potential risks associated with the divestment of the non-core HTIoffice and industrial assets, by CPA post GAN/CPA Offer, including forecastsnot being achieved with regard to timing and sale price, and potentialdilution to earnings upon divestment, as detailed hereunder:•If the non-core assets are sold but the responsible entity is not ableto re-invest the proceeds by acquiring suitable office property in anexpeditious manner, the proceeds would be used in the interimperiod to retire debt.Should this occur Unitholders holding CPA units post GAN/CPAOffer will be exposed to a dilution to CPA earnings as the passingyield on the non-core assets (9.13% average over the ExplanatoryMemorandum forecast period) is significantly higher than the 6.44%average cost of debt over the forecast period for CPA.••If the non-core assets are sold but the responsible entity re-investsthe proceeds at a yield below the forecast re-investment yield ofCPA of 7.35%, there is a further possibility that dilution of theearnings and distributions of CPA may occur. Therefore Unitholdersholding CPA units post GAN/CPA Offer may be exposed to thisadditional risk.CPA has stated that it is their intention to retain some of the higheryielding earnings from the industrial properties in CFT, posttransaction. If these non-core assets in CPA are sold prior to the endof the forecast period, the amount of retained earnings held at theend of the forecast period may be reduced. This would leave lessreserves to counter the negative effect on earnings, of selling higheryield property and buying lower yield commercial property.BDO CORPORATE FINANCE PTY LIMITED 36

The responsible entity of CPA has informed BDO that it is their intention tosell (or swap for commercial assets) the non-core assets as one parcel,within the present trust structure holding these assets. Should this occurthen the combined value of all industrial assets within this trust structureshould be an attractive target within the industrial property market. Such asale in one parcel would also reduce transaction costs associated with thesale of each of the non-core properties on an individual basis. Thesepotential benefits in the sale process for non-core assets assist in mitigatingthe above risks within CPA.10.2.6 Oversupply of GAN and CPA UnitsShould the GAN/CPA Offer be successful, it is possible that a largeproportion of CFT Unitholders will seek to sell their GAN and CPA units onthe market (or via the Book Build). Such selling activity may result in anoversupply of GAN and CPA units in the sharemarket, with resulting adverseimpact on the price of GAN and CPA units. This is seen as a disadvantagefor current CFT Unitholders in accepting the GAN/CPA Offer.10.2.7 Half Yearly Distributions Rather than Quarterly10.3 Other FactorsIf the GAN/CPA Offer is accepted, CFT Unitholders will receive theirdistributions half yearly.This less regular income stream is seen as a disadvantage for Unitholders,who currently receive their distributions from CFT quarterly.Due to the absence of directly comparable information (for Mirvac compared toGAN/CPA) relating to the following items, we have not commented on whetherchanges in such items will be an advantage or disadvantage to CFT Unitholders underthe GAN/CPA Offer.• Changes in lease expiry profile• Changes in tenancy profileBDO CORPORATE FINANCE PTY LIMITED 37

11 IS THE MIRVAC OFFER REASONABLE?We have considered the position of Unitholders if the Mirvac Offer is accepted andhave taken into account the following advantages and disadvantages in thisassessment.11.1 Advantages of Accepting the Mirvac Offer11.1.1 Increase in EPU – Option 1The table below compares the forecast EPU pre Mirvac Offer for CFT to theforecast EPU if the Mirvac Offer Option 1 is accepted, as prepared by theresponsible entities of CFT and Mirvac.Comparison of EPUYear Ending30 June2003100%(cents)Year Ending30 June200350.1%(cents)Pre CFT EPU 17.27 17.27Post Mirvac EPU 30.79 30.47Equivalent EPU entitlement of CFT Unitholders (post MirvacOffer) (1)17.80 17.61Earnings from reinvested cash 2 0.06 0.06Total earnings of Mirvac Offer – Option 1 17.86 17.67Note: (1) Under the Mirvac Offer Option 1 CFT Unitholders will receive 1 Mirvac unit for every 1.73CFT units held. Therefore to determine the equivalent earnings per unit, for CFT Unitholderspost Mirvac Offer with respect to Mirvac units to be received, the forecast earnings per unit isdivided by 1.73 (to allow comparison with forecast CFT earnings per unit per Mirvac Offer).(2) Assumes that cash component of Mirvac Offer Option 1 (ie 0.8 cents per CFT unit) isreinvested at the average listed property trust sector yield of 7.6% .The above table indicates that CFT Unitholders will benefit if Option 1 of theMirvac Offer is accepted, in terms of future earnings. The EPU is expected toincrease from 17.27 cents to a range of 17.67 cents (50.1% Mirvac interest)to 17.86 cents (100% Mirvac interest) for the year ending 30 June 2003,under this option.BDO CORPORATE FINANCE PTY LIMITED 38

11.1.2 Increase in EPU – Option 2The table below compares the forecast EPU for CFT as it currently operates,to the forecast EPU if the Mirvac Offer (Option 2) is accepted, as preparedby the responsible entities of CFT and Mirvac.Comparison of EPUYear Ending30 June 2003100%(cents)Year Ending30 June 200350.1%(cents)Pre CFT EPU 17.27 17.27Post Mirvac EPU 30.79 30.47Equivalent EPU entitlement of CFT Unitholders (Option 2) 1 16.29 16.12Earnings from reinvested cash 2 1.58 1.58Total earnings of Mirvac Offer – Option 2 17.87 17.70Note: (1) Under Mirvac Offer Option 2 CFT Unitholders will receive 1 Mirvac unit for every 1.89 CFTunits held. Therefore to determine the equivalent earnings per unit, for CFT Unitholders postMirvac Offer with respect to Mirvac units to be received, the forecast earnings per unit is dividedby 1.89 (to allow comparison with forecast CFT earnings per unit per Mirvac Offer).(2) Assumes that cash component of Mirvac Offer Option 2 (ie 20.8 cents per CFT unit) isreinvested at the average listed property trust sector yield of 7.6%.The above table indicates that CFT Unitholders will be advantaged if Option2 of the Mirvac Offer is accepted, in terms of future earnings. The EPU isexpected to increase from 17.27 cents to a range of 17.70 cents (50.1%Mirvac interest) to 17.87 cents (100% Mirvac interest) for the year endingJune 2003, under this option.11.1.3 Enhanced Market Position and LiquidityCurrently CFT ranks as the 10 thsector in Australia.largest trust in the listed property trustUpon acceptance of the Mirvac Offer, CFT Unitholders will hold securities ina leading diversified listed property group.Mirvac would represent the fourth largest listed property vehicle on the ASX.The larger market capitalisation and high weighting in major indices ofMirvac post transaction (as a single listed security), should result in strongerinstitutional support, increased market liquidity and a lower ongoing cost ofcapital for CFT Unitholders, as future Mirvac security holders.BDO CORPORATE FINANCE PTY LIMITED 39

11.1.4 Maintenance of Geographic DiversificationThe following chart demonstrates the geographical diversification (based onasset values) of CFT pre Mirvac Offer compared to Mirvac, assuming theMirvac Offer is accepted.100%80%60%40%20%Geographic DiversificationPre CFTPost - with Mirvac0%NSW VIC QLD WA SA ACTThe above chart demonstrates that CFT Unitholders will maintain itsgeographical diversification if the Mirvac Offer is accepted. Further, CFT’sexisting 44.4% investment in the NSW property market will significantlyincrease for CFT Unitholders (who will own Mirvac securities). This mayrepresent an advantage to existing CFT Unitholders if they wish to increasetheir exposure to the NSW property market and maintain exposure acrossother geographic areas.11.1.5 Increased Sector InvestmentThe following chart demonstrates the current sector exposure (based onasset values) of CFT Unitholders pre Mirvac Offer, compared to the exposureUnitholders will have if the Mirvac Offer is accepted. Note only Mirvac’spassive property investments have been included in the chart below.100%Sector InvestmentPre - CFTPost - with Mirvac80%60%40%20%0%Office/Commercial Retail Industrial HTI Office CarparkAs demonstrated above, acceptance of the Mirvac Offer will increase CFTUnitholders’ investment exposure to the office/commercial property market.This represents an advantage to Unitholders who may wish to gain increasedexposure to that market.BDO CORPORATE FINANCE PTY LIMITED 40

If the Mirvac Offer is accepted, CFT Unitholders will also gain exposure toMirvac’s property development and hotel management activities that willrepresent approximately 3% and 19%, respectively, of Mirvac’s total assets(post transaction).11.1.6 Internalised Management StructureUnder the terms of the Mirvac Offer, the current responsible entity of CFTwill cease its role. Currently CFT pays management fees to its responsibleentity at 0.70% pa based on the gross assets.The responsible entity role would be fulfilled by the current responsibleentity of Mirvac. The effect for CFT Unitholders is that the trust’smanagement function will be internalised.This is an advantage to Unitholders, in that profits derived by an externalresponsible entity in managing the trust will be retained within the Mirvacgroup structure and distributed to Unitholders. Mirvac have estimated thatsavings generated through this process will be significant, at $11 million perannum.The majority of stapled securities within the listed property trust sector areperforming well from a financial viewpoint, including Mirvac. This structurecontinues to provide outperformance for security holders within the listedproperty trust market. However, there are listed property trusts withexternal management which are also outperforming in terms of total returnand DPU growth at present.In BDO’s opinion, the type of structure, while a contributing factor tofinancial success, is still secondary in importance to quality of management.Our view is that the management within Mirvac have consistentlydemonstrated a high level of expertise in operating this group. Likewise, theresponsible entities of GAN and CPA have also demonstrated particularexpertise in large scale retail and commercial sector funds management.From a management capability point of view, both offers are attractive toUnitholders.11.1.7 Interests of Management and Unitholders become more CloselyAlignedThe internalised management structure of Mirvac means the security holdersof Mirvac have interests in both the properties (trust) and responsible entity(company).This can be considered an advantage, as the responsible entity and the trusthave the common aim of achieving consistently higher returns from thegroup as a whole, where all profits would remain.BDO CORPORATE FINANCE PTY LIMITED 41

11.1.8 No Book Build Brokerage CostsCFT Unitholders who do not wish to hold Mirvac securities may elect toparticipate in a Book Build. The Mirvac Book Build offers a sale mechanismfor CFT Unitholders who wish to sell their Mirvac securities received underthe Mirvac Offer.The Mirvac Offer Book Build facility carries no brokerage costs or otherselling expenses for CFT Unitholders. This represents an advantage to CFTUnitholders electing to use the Book Build facility in terms of lower sellingcosts.11.1.9 Quarterly Distributions ContinueIf the Mirvac Offer is accepted, CFT Unitholders will continue to receivequarterly distributions from Mirvac, rather than half-yearly distributionsproposed by GAN and CPA.This more regular income stream is considered to be an advantage to CFTUnitholders under the Mirvac Offer.11.1.10 Potential Upside in Residential DevelopmentUnitholders will be investing into a different risk profile than that chosenwhen they invested in the passive diversified property trust profile of CFT.This may not suit some CFT Unitholders. (Refer Section 11.2.7)However, an investment in Mirvac also presents the potential for greaterreturns, depending on performance in the residential property developmentsector. While market analysis recently has warned of a downturn in thecurrently buoyant residential property market, Mirvac remains optimisticabout the group’s short term future in the sector.In an ASX announcement on 12 September 2002, Mirvac directors havestated:“..... that strong sales and high interest in Mirvac’s coming releases.....enabled Mirvac to include in the forecasts contained in the Bidder’sStatement lodged with the ASX on September 11, an 8% increase in profitsfrom its Development Division in 2003.”Further:“...... our Board is confident that the development profits will meet the 8%forecast increase for 2003.”Unitholders who are comfortable with the different risk profile of residentialdevelopment may view the positive forecasts by the Mirvac Board as anadvantage in accepting the Mirvac Offer.BDO notes that this ASX media release dealt with the 2003 year, but notwith performance after that year.BDO CORPORATE FINANCE PTY LIMITED 42

11.1.11 Increase in Tax-Advantaged Components of DistributionsThe tax-advantaged component of future distributions for CFT pre MirvacOffer compared to the tax-deferred component of future Mirvacdistributions post proposal are detailed hereunder.Tax Advantaged Component of DistributionsYear Ending 30 June 200360%50%40%30%20%10%0%Pre CFT Post - with Mirvac 100% Post -with Mirvac 50.1%Source: For post proposal : Mirvac Bidder’s StatementIf the Proposal is accepted, an increased percentage of the distributions toUnitholders will be tax-advantaged. This will generally advantageUnitholders because:• There is an increase in the timing benefit with respect to payment oftax that is generally obtained (until such time as total tax deferredincome distributions exceed the Unitholder’s cost base in the Units orthey dispose of their Units) on receipt of tax deferred distributions;• There is an increase in the ability of Unitholders able to benefit fromthe capital gains tax discount (in broad terms, individuals, trusts andcomplying superannuation funds which have held their Units for atleast 12 months) to obtain a permanent tax saving to the extent thatthe tax-deferred distributions ultimately give rise to capital gains.11.1.12 No Divestment of Assets and Maintenance of Sector DiversificationIf the Mirvac Offer is accepted Mirvac intends to retain all of CFT’sproperties which may be enhanced by the in-house expertise in respect ofproperty development. This is an advantage as it will maintain CFTUnitholders’ exposure to a diversified sector portfolio, post Mirvac Offer,which is the Unitholders chosen investment alternative.11.2 Disadvantages of Accepting the Mirvac Offer11.2.1 Decrease in DPU – Mirvac Offer Option 1The following tables summarise the forecast DPU for CFT (pre Mirvac Offer)compared to the equivalent DPU CFT Unitholders will receive if they acceptMirvac Offer Option 1. Under Option1 of the Mirvac Offer, CFT Unitholderswill receive 0.8 cents per CFT unit as a cash payment. Estimated futuredistributions received from the reinvestment of this cash component areincluded in the analysis contained in the following tables.BDO CORPORATE FINANCE PTY LIMITED 43

Option 1DPU - without franking credit benefitYear Ending30 June 2003100%(cents)Year Ending30 June 200350.1%(cents)Distribution per CFT Unit (pre Proposal) 18.10 18.10Distribution per Mirvac Unit 30.22 28.81Equivalent Mirvac DPU for CFT Unitholders 1 17.47 16.65Distribution from reinvested cash 2 0.06 0.06Total Cash Distribution per CFT unit (Post MirvacOffer) 17.53 16.71(1) Based on CFT Unitholders receiving 1 Mirvac unit for every 1.73 CFT units. Therefore to determinethe equivalent earnings per unit, for CFT Unitholders post Mirvac Offer with respect to Mirvac unitsto be received, the forecast earnings per unit is divided by 1.73 (to allow comparison with forecastCFT earnings per unit per Mirvac Offer.(2) Assumes that cash component of Mirvac Offer Option 1(ie 0.8 cents per CFT unit) is reinvested atthe average listed property trust sector yield of 7.6%.Option 1DPU - with franking credit benefitYear Ending30 June 2003100%(cents)Year Ending30 June 200350.1%(cents)Distribution per CFT Unit (pre Proposal) 18.10 18.10Distribution per Mirvac Unit (including franking credit) 32.93 32.08Equivalent Mirvac DPU for CFT Unitholders 1 19.03 18.54Distribution from reinvested cash 2 0.06 0.06Total Distribution per CFT unit (Post Mirvac Offer) 19.09 18.60(1) Based on CFT Unitholders receiving 1 Mirvac unit for every 1.73 CFT units. Therefore to determinethe equivalent earnings per unit, for CFT Unitholders post Mirvac Offer with respect to Mirvac unitsto be received, the forecast earnings per unit is divided by 1.73 (to allow comparison with forecastCFT earnings per unit per Mirvac Offer.(2) Assumes that cash component of Mirvac Offer Option 1 (ie 0.8 cents per CFT unit) is reinvested atthe average listed property trust sector yield of 7.6%.The above comparisons are shown graphically below:Forecast Distribution Per UnitYear Ending 30 June 2003Option 1DPU - withoutfranking credit benefitDPU - with FrankingCredit benefitCents19.519.018.518.017.517.016.516.015.515.0Pre - CFT Post - Mirvac 100% Post - Mirvac 50.1%BDO CORPORATE FINANCE PTY LIMITED 44

The above indicates that, without the franking credit benefit, CFTUnitholders will be disadvantaged in terms of future distributionentitlements under Option 1 of the Mirvac Offer. However, CFT Unitholderswould be advantaged if the franking credit benefit is utilised.The franking credit benefit is a relevant consideration, however, the extentand timing of this benefit compared to the underlying cash distribution willvary depending on each Unitholders’ own taxation position. Accordingly,BDO has indicated the forecast DPU, post Mirvac Offer, both without (iecash received) and then with the effect of the franking credits.11.2.2 Decrease in DPU – Mirvac Offer Option 2The following tables summarise the forecast DPU for CFT pre Mirvac Offercompared to the equivalent DPU CFT Unitholders will receive if they acceptMirvac Offer Option 2. Under Option 2 CFT Unitholders will receive 20.8cents per CFT unit as a cash payment. Estimated future distributionsreceived from the reinvestment of this cash component are included in theanalysis contained in the following tables.Option 2DPU - without franking credit benefitYear Ending30 June 2003100%(cents)Year Ending30 June 200350.1%(cents)Distribution per CFT Unit (pre Proposal) 18.10 18.10Distribution per Mirvac Unit 30.22 28.81Equivalent Mirvac DPU for CFT Unitholders 1 15.99 15.24Distribution from reinvested cash 2 1.58 1.58Total Cash Distribution per CFT Unit(post Mirvac Offer) 17.57 16.82(1) Based on CFT Unitholders receiving 1 Mirvac unit for every 1.89 CFT units. Therefore todetermine the equivalent earnings per unit, for CFT Unitholders post Mirvac Offer with respect toMirvac units to be received, the forecast earnings per unit is divided by 1.89 (to allow comparisonwith forecast CFT earnings per unit per Mirvac Offer.(2) Assumes that cash component of Mirvac Offer Option 2 (ie 20.8 cents per CFT unit)is reinvestedat the average listed property trust sector yield of 7.6%Option 2DPU - with franking credit benefitYear Ending30 June 2003100%(cents)Year Ending30 June 200350.1%(cents)Distribution per CFT Unit (pre Proposal) 18.10 18.10Distribution per Mirvac Unit (including frankingcredit) 32.93 32.08Equivalent Mirvac DPU for CFT Unitholders 1 17.42 16.97Distribution from reinvested cash 2 1.58 1.58Total Cash Distribution per CFT Unit(post Mirvac Offer) 19.00 18.55(1) Based on CFT Unitholders receiving 1 Mirvac unit for every 1.89 CFT units. Therefore to determinethe equivalent earnings per unit, for CFT Unitholders post Mirvac Offer with respect to Mirvac unitsto be received, the forecast earnings per unit is divided by 1.89 (to allow comparison with forecastCFT earnings per unit per Mirvac Offer.(2) Assumes that cash component of Mirvac Offer Option 2 (ie 20.8 cents per CFT unit) is reinvested atthe average listed property trust sector yield of 7.6%.BDO CORPORATE FINANCE PTY LIMITED 45

The above comparisons are shown graphically below:Forecast Distribution Per UnitYear Ending 30 June 2003Option 2DPU - without franking creditbenefitDPU - with Franking CreditbenefitCents19.519.018.518.017.517.016.516.015.515.0Pre - CFT Post - Mirvac 100% Post - Mirvac 50.1%The above indicates that, without the franking credit benefit, CFTUnitholders will be disadvantaged in terms of future distributionentitlements under Option 2 of the Mirvac Offer. However, CFT Unitholderswould be advantaged if the franking credit benefit is utilised.11.2.3 Decrease in NTA per Unit – Option 1The following is the pro forma Statement of Financial Position as at 30 June2002 for Mirvac, assuming the Mirvac Offer proceeds, taken from the MirvacBidder’s Statement.Pro Forma Assuming the Mirvac Offer ProceedsASSETSMirvac (100%Ownership)30 June 2002$mMirvac (50.1%Ownership)30 June 2002$mCash and Money Market Securities 40.0 40.0Investment Properties 3,642.1 3,642.1Inventories 715.8 715.8Investment in Associates 30.7 30.7Intangibles 27.0 27.0Other Assets 179.6 179.6TOTAL ASSETS 4,635.2 4,635.2LIABILITIESPayables and provisions 299.3 299.3Borrowings 1,444.9 1,382.8TOTAL LIABILITIES 1,744.2 1,682.1NET ASSETS 2,891.0 2,953.1Less: Intangible Assets (27.0) (27.0)Minority Interests - (577.8)Net Tangible Assets attributable to Unitholders 2,864.0 2,348.30No. of units on issue 947.2 783.0NTA per Unit $ attributable to Unitholders $3.02 $3.00BDO CORPORATE FINANCE PTY LIMITED 46

At 30 June 2002, the NTA backing per unit of CFT was $2.07. Assuming theMirvac Offer (Option 1) is accepted, the NTA per unit is calculated in thefollowing tables:Option 1NTA perPro FormaRatio of Mirvac unitsto CFTNTA per CFT unit(Post Mirvac)Mirvac – 100%ownership$3.02 0.578 $1.746Cash Consideration $0.008TOTAL NTA (Post Mirvac Offer) (Rounded) $1.75This represents a disadvantage to CFT Unitholders of accepting the MirvacOffer (Option 1) assuming Mirvac gain 100% ownership in CFT.Option 1NTA perPro FormaRatio of Mirvac unitsto CFTNTA per CFT unit(Post Mirvac)Mirvac – 50.1%ownership$3.00 0.578 $1.734Cash Consideration $0.008TOTAL NTA (Post Mirvac Offer) (Rounded) $1.75This represents a disadvantage to CFT Unitholders in accepting the MirvacOffer (Option 1). The total NTA post transaction under Option 1 issignificantly lower then CFT’s NTA at present.11.2.4 Decrease in NTA per Unit – Option 2At 30 June 2002, the NTA backing per unit of CFT was $2.07. Assuming theMirvac Offer (Option 2) is accepted, the NTA per unit is calculated in thefollowing tables:Option 2NTA perPro Forma(Section 11.2.3)Ratio of Mirvac unitsto CFTNTA per CFT unit(Post Mirvac)Mirvac – 100% ownership $3.02 0.529 $1.598Cash Consideration $0.208TOTAL NTA (Post Mirvac Offer) (Rounded) $1.80This represents a disadvantage to CFT Unitholders of accepting the MirvacOffer (Option 2).Option 2NTA perPro Forma(Section 11.2.3)Ratio of Mirvac unitsto CFTNTA per CFT unit(Post Mirvac)Mirvac – 50.1% ownership $3.00 0.529 $1.587Cash Consideration $0.208TOTAL NTA (Post Mirvac Offer) $1.80This represents a disadvantage to CFT Unitholders of accepting the MirvacOffer (Option 2). The total NTA post transaction under Option 2 issignificantly lower than CFT’s NTA at present.BDO CORPORATE FINANCE PTY LIMITED 47

11.2.5 Increased Gearing LevelsThe Mirvac pro forma Statement of Financial Position indicates that gearing,based on total borrowings as a percentage of total assets, increases as aresult of the Mirvac Offer.The level of gearing at 30 June 2002 in CFT (pre Mirvac Offer) is 27.7%. If theMirvac Offer is accepted the gearing ratio for Mirvac, will be 31.2% (100%Mirvac interest) and 29.8% (50.1% Mirvac interest), which are both abovethe average gearing levels of the listed property trust sector (27.0%) as wellas being above the present gearing level of CFT. This increase in gearing andcorresponding higher exposure to potential adverse interest ratemovements, represents a disadvantage to CFT Unitholders. There would beless scope for Mirvac to use debt funding when making further propertyacquisitions.The gearing level of CFT pre Proposal compared to Mirvac post Proposal isshown in the chart below:Forecast Gearing LevelsAs at 30 June 200240%30%20%10%0%Pre - CFT Post - with Mirvac 100% Post - with Mirvac 50.1%Further, the last available annual report (at 30 June 2001) states in Note 33:Contingent Liabilities“Mirvac has provided performance guarantees which are undeterminable inamount in respect of certain developments.”Mirvac is subject to the development risk in the projects for which theseperformance guarantees have been provided. Should these guaranteesbecome enforceable, then Mirvac would be responsible for these furtherliabilities.Unitholders should consider the gearing levels detailed above with suchpotential further liability in mind.BDO CORPORATE FINANCE PTY LIMITED 48

11.2.6 Risk Associated with Residential Property Development and HotelManagement ExposureMirvac’s residential property development and hotel management assetsaccount for 31% and 5% of Mirvac’s total assets, respectively.These assets and related businesses differ from CFT’s current propertyinvestments which are all passive investments. The non-passive nature ofMirvac’s residential and hotel businesses have a higher risk profile thanpassive property investments.The Directors of Mirvac estimate that, on a merged entity basis,approximately 22% of after tax income would be derived from propertydevelopment and hotel management businesses, for the year ending 30 June2003.This is considered a disadvantage to those CFT Unitholders who wereattracted to CFT’s current strategy with its relatively low risk profile.11.2.7 Less than 100% Acquired by MirvacUnder the Mirvac Offer it is possible that Mirvac will acquire fewer than100% of the CFT units. This may limit Mirvac’s capacity to extract synergiesfrom the acquisition of CFT and may represent a disadvantage to CFTUnitholders if the full advantages proposed under 100% ownership cannotbe achieved.However, if Mirvac are not successful in acquiring 100% ownership of CFT,Mirvac will still seek to have its current responsible entity appointed asresponsible entity of CFT.We understand that Mirvac intends to make its bid “unconditional” (that is,less than 50.1% acceptance). Should less than 50% of Unitholders acceptthe bid, the envisaged synergies may be significantly less than forecast.11.2.8 Loss of Key ManagementFollowing the acceptance of the Mirvac Offer, a proportion of the currentmanagement of CFT will cease to be involved in the operations of CFT.Expertise of current CFT management in managing the CFT propertyportfolio will be lost. The lack of continuity for a transitional period wouldrepresent a disadvantage to CFT Unitholders should the Mirvac Offer beaccepted.Further, there are risks associated with the integration of the managementand information systems of CFT and Mirvac.11.2.9 Potential Reduction in Management ResourcesThe Mirvac Bidder’s Statement discloses that the following “estimation ofsynergies” has been assumed in the Mirvac forecasts, if their offer provessuccessful.“Synergies of $11 million which are included in the forecasts, will be derivedfrom savings in management fees of $13.4 million, net of additional costs of$2.4 million for managing the Merged Entity”BDO CORPORATE FINANCE PTY LIMITED 49

It is possible that significant synergies may be achieved by Mirvac’smanagement should their offer be successful, based on Mirvac’s currentexpertise in these fields, notwithstanding that the size of Mirvac’s retail andindustrial portfolios would increase significantly.However, the $13.4 million currently paid to CFT’s external managers, whileincluding a profit component for those managers, also includes the labourand infrastructure resources involved in operating all aspects of CFT. Thecurrent responsible entity considers that the current level of such labourand infrastructure resources is necessary to effectively manage CFT.Although it is possible that synergies to the extent forecast by Mirvac mayoccur there is also a possibility that the level of human and infrastructureresources may be reduced in the process, given the drop in costs estimatedby Mirvac above. Mirvac, post transaction would have a significantly largerretail property portfolio to manage. It is in this area particularly that a dropin resources could effect the level of management. This may be seen as apotential disadvantage for Unitholders in terms of the ongoing managementof the (former) CFT property portfolio.11.2.10 Oversupply of Mirvac Securities11.3 Other FactorsShould the Mirvac Offer be successful, it is possible that a large proportionof CFT Unitholders will seek to sell their Mirvac securities on the market (orvia the Book Build). Such selling activity may result in an oversupply ofMirvac securities in the sharemarket, with resulting adverse impact on theprice of Mirvac securities. This is seen as a disadvantage for current CFTUnitholders in accepting the Mirvac Offer.Due to the absence of directly comparable information for Mirvac compared toGAN/CPA relating to the following items, we have not commented on whetherchanges in such items will be advantages for disadvantages to CFT Unitholders underthe Mirvac Offer;• Changes in lease expiry profile• Changes in tenancy profile12 TAXATION IMPLICATIONS12.1 Tax Profile of certain types of investors is not consideredThe comments in this Section have been prepared predominantly for investors whoare individuals and who would acquire their units and shares on capital account. Thetaxation implications for investors other than individuals (acquiring investments oncapital account) including companies, partnerships, trusts and superannuation fundsmay differ from the outcomes described below. We recommend that all investors seekindependent taxation advice.BDO CORPORATE FINANCE PTY LIMITED 50

12.2 Taxation Issues Common to Both OffersOther than any taxation advantage identified elsewhere in this Report (limited to theincreased component in the tax deferred distributions which may be received by CFTUnitholders on acceptance of the Mirvac Offer), all taxation implications are likely todisadvantage CFT Unitholders to the extent that they give rise to any immediatetaxation liability. However, to the extent any immediate liability can be reduced byeither Capital Gains Tax (“CGT”) rollover or the CGT discount, the disadvantage willbe reduced.12.2.1 Capital Gains TaxDepending on the particular circumstances of the CFT Unitholders, gains ofa revenue or capital nature may arise for taxation purposes on a disposal ofCFT Units under both offers.Unitholders may be subject to CGT on disposal of their Units where thevalue of the consideration received for disposal exceeds the Units’ cost baseor indexed cost base.12.2.2 Rollover ReliefWhere a gain is of a capital nature and CGT rollover relief is available,Unitholders may choose to obtain such relief. In this case, the transfer oftheir CFT Units will not give rise to an immediate tax liability. Instead, thetax liability will effectively be deferred until a disposal of GAN, CPA or Mirvacsecurities acquired under the offers (as the case may be).There is a pre-condition that CFT is a “fixed trust” before a roll-over can beobtained. Both the Mirvac and CPA/GAN Offers are conditional upon theATO issuing a Class Ruling determining whether CFT, and the acquiringtrusts are “Fixed Trusts” for CGT rollover purposes.CGT rollover relief will not be available:• to the extent that cash, shares or other non-unit consideration isreceived for the CFT units;• if the Class Ruling Applications being made are unsuccessful;• if no choice is made to obtain CGT rollover relief;• where a capital loss arises on disposal of the CFT units; or• for the disposal of pre-CGT Units (that is, CFT Units acquired before20 September 1985).Where a gain is of a capital nature and CGT rollover relief is not available (ornot chosen) the benefit of the CGT discount (refer Section 12.2.3) may beavailable to CFT Unitholders.BDO CORPORATE FINANCE PTY LIMITED 51

12.2.3 CGT DiscountWhere a capital gain arises, if the CFT Units have been held for more than 12months, the benefit of the CGT discount may be available to CFTUnitholders that are individuals, superannuation funds or trusts.Alternatively, the cost base of the CFT Units can be indexed for inflation upto 30 September 1999 for Unitholders (provided they do not claim the CGTdiscount).The rate of the discount (that is, the rate that will be excluded fromassessable income) is 50% for individuals and 33 1/3 % for superannuationfunds. In the case of trusts, the rate of discount is ultimately dependentupon the recipient(s) of the trust distribution (that is, the discount mayeffectively “flow through” to individual or superannuation fund beneficiariesof the trust).12.2.4 Pre-CGT UnitsCFT Unitholders who acquired their units before 20 September 1985 andwho hold those units as capital assets will lose the tax-free nature ofincremental gains if those units are disposed of under either the GAN/CPAor the Mirvac Offers.12.3 Taxation issues for the GAN/CPA Offer• The roll-over relief available to Unitholders under the GAN/CPA Offer is morecomprehensive (advantageous) than that available under the Mirvac Offer.The rollover will be available for all consideration except the 25¢ cashconsideration per CFT Unit. For that cash component there may be theopportunity to reduce CGT by taking advantage of the CFT discountprovisions.• Unitholders who elect to take consideration as cash only through the “BookBuild” and sale will not be entitled to any CGT roll-over but may be entitled toCGT discount relief.12.4 Taxation issues for the Mirvac Offer12.4.1 GGT Rollover Issues• If CFT units are disposed of pursuant to the Mirvac Offer, the CFTUnitholders will receive a combination of cash, Mirvac securities (aunit “stapled” to a share), and an option to acquire Mirvac securities.Accordingly, for CGT purposes, the value of the consideration ondisposal of the Units is the amount of the cash plus the market valueof the Mirvac stapled securities and options newly acquired.BDO CORPORATE FINANCE PTY LIMITED 52

CGT rollover relief will not be available for the non-unit considerationreceived for the CFT units. This means that CGT rollover relief will notbe available for:−−−the cash component (of 0.8 cents or 20.8 cents per CFT uniteunder the two options);the share component of the Mirvac security (estimated in theMirvac Group Bidder’s Statement to be 32.1% of the value ofthe Mirvac Security); northe option component.• There is also some level of risk that CGT rollover relief may not beavailable for the unit component of the Mirvac securities, unlessthose securities are first “unstapled”.Again, for those components of the Mirvac Offer that do not qualifyfor CGT rollover relief, there may be the opportunity to reduce CGT bytaking advantage of the CGT discount provisions.• There is a further potential impediment to the benefits of at leastpartial rollover relief being available under the Mirvac Offer.The Mirvac Offer may proceed upon Mirvac acquiring a minimum50.1% interest in the CFT units. However, CGT roll-over will not beavailable for eligible CFT Unitholders unless Mirvac acquires at least80% or more of the CFT Units.• Unitholders who elect to take consideration as cash only through the“Book Build” and sale of Mirvac options will not be entitled to any CGTroll-over but may be entitled to CGT discount relief.12.4.2 Distribution IssuesIf the Mirvac Offer is accepted, CFT Unitholders will receive Mirvac StapledSecurities. These Stapled Securities entitle the holder to distributions thatmay comprise the following components:• Dividends paid by Mirvac Ltd that may carry franking credits. Thedividends will be assessable income in the hands of the MirvacSecurity holder. Franking credits may be available to offset againstthe primary income tax of individual holders (with any excess unusedfranking credits available in most cases as a tax refund); and• Unit trust distributions. These will be taxed in the same way thatdistributions currently made on CFT units are taxed.BDO CORPORATE FINANCE PTY LIMITED 53

13 SOURCES OF INFORMATIONIn addition to the Sources of Information listed in Section 17 of our independentexpert’s report dated 17 July 2002, BDO Corporate Finance has also relied on thefollowing information for the purposes of this report:13.1 Annual Financial Results for GAN, CPA, Mirvac and comparable securities for the yearended 30 June 2002.13.2 Pricing from Australian Stock Exchange up to close of trade on 10 September 2002.13.3 Multex Global Estimate accumulating various brokering house reports in relation toforecast distributions for the year ended 30 June 2003.13.4 PIR Independent Property Trust Review – Monthly Reports August 2002, in relation toforecast distributions for the year ended 30 June 2003.13.5 Announcements made by Mirvac on 27 August 2002.13.6 Letter from CFS Managed Property Limited to Unitholders dated 29 August 2002.13.7 Announcements made by Mirvac on 4 September 2002.13.8 PIR Independent Property Trust Review – Monthly Reports June 200213.9 Bidder’s Statement from Mirvac released on 11 September 2002.13.10 Updated models provided by the responsible entity of CFT including all changes madeto the GAN/CPA original offer.13.11 Announcements made by GAN/CPA declaring a further offer enhancement on 13September 2002.14 INDEPENDENCE14.1 BDO Corporate Finance is entitled to receive a fee for the preparation of this Reportand the earlier reports prepared for the proposal stakeholders. Except for these fees,BDO Corporate Finance has not received and will not receive any pecuniary or otherbenefit whether direct or indirect in connection with the preparation of this Report.14.2 Prior to accepting this engagement BDO Corporate Finance considered itsindependence with respect to CFT and any of their respective associates withreference to the ASIC Practice Note 42 entitled “Independence of Expert’s Reports”.In BDO Corporate Finance’s opinion it is independent of CFT and their respectiveassociates.14.3 Neither the signatories to this Report nor BDO Corporate Finance, hold securities inCFT, GAN, CPA or Mirvac. No such securities have been held at any time over the lasttwo years.BDO CORPORATE FINANCE PTY LIMITED 54

14.4 Neither the signatories to this Report nor BDO Corporate Finance, have had within thepast two years any business relationship material to an assessment of BDO CorporateFinance’s impartiality with CFT, GAN, CPA and Mirvac, or their associates, other thanin connection with the preparation of this Report, an earlier letter dated 29 August2002, and in connection with the preparation of the independent expert’s reports forGAN, CPA and CFT, all dated 17 July 2002.14.5 A draft of this Report was provided to CFT and its advisors for confirmation of thefactual accuracy of its contents. No significant changes were made to this Report as aresult of this review.15 QUALIFICATIONS15.1 BDO Corporate Finance is wholly owned by BDO, a member of BDO International,which has extensive experience in the provision of corporate finance advice,particularly in respect of takeovers, mergers and acquisitions.15.2 BDO Corporate Finance holds an Investment Advisor’s Licence issued by theAustralian Securities and Investment Commission for giving expert reports pursuant tothe Listing rules of the ASX and the Corporations Act.15.3 The persons specifically involved in preparing and reviewing this letter were EdwardPsaltis, Director, and Ralph Goodman, Director, of BDO Corporate Finance. They havesignificant experience in the preparation of independent expert’s reports, valuationsand the listed property industry within Australia.16 DISCLAIMERS AND CONSENTS16.1 The disclaimers and consents detailed in Section 20 of BDO Corporate Finance’sindependent expert’s report dated 17 July 2002 remain appropriate to that report andare equally appropriate to this Report.16.2 This Report should be read in conjunction with BDO Corporate Finance’s independentexpert’s report dated 17 July 2002. Any Unitholder who does not already have a copyof the 17 July report, should obtain a full copy from CFS Managed Property Limited.16.3 This Report has been prepared at the request of the responsible entity of CFT forinclusion in documents which will be sent to all CFT Unitholders on or around 17September 2002. CFT engaged BDO Corporate Finance to prepare an independentexpert’s report to consider the two offers on behalf of the Unitholders.BDO Corporate Finance hereby consents to this Report accompanying the abovedocuments. Apart from such use, neither the whole nor any part of this Report, norany reference thereto may be included in or with, or attached to any document,circular resolution, statement or letter without the prior written consent of BDOCorporate Finance.16.4 BDO Corporate Finance takes no responsibility for the contents of documents sent toUnitholders (Refer Section 16.3) other than this Report.BDO Corporate Finance has not independently verified the information andexplanations supplied to us, nor has it conducted anything in the nature of an audit ofCFT or of the other entities involve in the transaction. However, we have no reason tobelieve that any of the information or explanations so supplied are false or thatmaterial information has been withheld.BDO CORPORATE FINANCE PTY LIMITED 55

16.5 The forecasts provided to BDO Corporate Finance by CFT and in the Mirvac Bidder’sStatement, are based upon assumptions about events and circumstances that havenot yet occurred. Accordingly, BDO Corporate Finance cannot provide any assurancethat the forecasts will be representative of results that will actually be achieved. BDOCorporate Finance disclaims any possible liability in respect of these forecasts.16.6 With respect to taxation implications, only the implications for residents for Australiantax purposes have been commented upon. It is recommended that Unitholders obtaintheir own taxation advice in respect of the offers, tailored to their own particularcircumstances. Furthermore the comments provided in this Report do not constitutelegal or taxation advice to Unitholders or any other party.The taxation implications addressed are based on the Income Tax Assessment Act1997 (Cth) (as amended) and the Income Tax Assessment Act 1936 (Cth) (as amended)and the established interpretations of those acts as at the date of this Report.16.7 BDO Corporate Finance has only had access to public announcements and theBidder’s Statement in relation to Mirvac, in assessing Mirvac’s offer. BDO CorporateFinance has not had access to the independent property valuations that wouldnormally be made available, for our detailed assessment of Mirvac’s NTA valuation inSection 9. Accordingly, NTA information for Mirvac within the Bidder’s statement hasbeen relied upon without further verification.16.8 The statement and opinions included in this Report are given in good faith and in thebelief that they are not false, misleading or incomplete.The terms of this engagement are such that BDO Corporate Finance has no obligationto update this report for events occurring subsequent to the date of this Report.16.9 It is possible that additional offers may be received by Unitholders from GAN/CPA,Mirvac or some other party, at a future date. BDO Corporate Finance is not aware ofany such alterations or additional offers but reserves the right to amend or withdrawconsent for use of this Report, should this occur.17 INDEMNITYBDO Corporate Finance has been indemnified by the responsible entity of CFT inrespect of action taken by any party in relation to this Report.Yours faithfullyBDO CORPORATE FINANCE PTY LIMITEDEDWARD PSALTISDirectorRALPH GOODMANDirectorBDO CORPORATE FINANCE PTY LIMITED 56

Colonial First State Property Trust GroupResponsible Entity:CFS Managed Property LimitedABN 13 006 464 428Manager:Colonial First State Property LimitedABN 20 085 313 926Mark this box with an ‘X’ if you have made any changes to your name or address details (see reverse)Proxy FormAll correspondence to:Computershare Investor Services Pty LimitedGPO Box 7045 SydneyNew South Wales 1115 AustraliaEnquiries (within Australia) 1300 655 846(outside Australia) 61 3 9649 5215Facsimile 61 2 8234 5180web.queries@computershare.com.auwww.computershare.comAppointment of ProxyI/We being a member/s of Colonial First State Property Trust Group and entitled to attend and vote hereby appointthe Chairmanof the Meeting(mark with an ‘X’)ORWrite here the name of the person you are appointing ifthis person is someone other than the Chairman of theMeeting.or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) atthe Unitholder Meeting of Colonial First State Property Trust Group to be held at 9:00am on 30 September 2002, which is the adjournment of the meeting originally convened at 9:00am on 3 September 2002, and atany adjournment of that meeting.Voting directions to your proxy - please markXto indicate your directionsForAgainstForAgainstColonial First State Commercial Property TrustColonial First State Industrial Property TrustResolution 1Amend the ConstitutionResolution 5Amend the ConstitutionResolution 2Approve the ProposalResolution 6Approve the ProposalColonial First State Development TrustColonial First State Retail Property TrustResolution 3Amend the ConstitutionResolution 7Amend the ConstitutionResolution 4Approve the ProposalResolution 8Approve the ProposalAppointing a second ProxyI/We wish to appoint a second proxyMark with an ‘X’ if youwish to appoint a secondproxy.Authorised signature/sAND% ORState the percentage of your voting rights or the numberof securities for this Proxy Form.This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.Individual or Securityholder 1Securityholder 2Securityholder 3Individual/Sole Director andSole Company SecretaryDirectorDirector/Company Secretary/ /Contact NameContact Daytime TelephoneDateC F T003492 - V1

How to complete this Proxy Form1 Your Name and AddressThis is your name and address as it appears on the unit register of Colonial First State Property Trust Group. If this information is incorrect,please mark the box and make the correction on the form. Securityholders sponsored by a broker should advise their broker of anychanges. Please note, you cannot change ownership of your securities using this form.2 Appointment of a ProxyIf you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy issomeone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your namedproxy does not attend the meeting, the Chairman of the Meeting will be your proxy and vote on your behalf. A proxy need not be asecurityholder of Colonial First State Property Trust Group.3 Votes on Items of BusinessYou may direct your proxy how to vote by placing a mark in one of the two boxes opposite each item of business. All your units will bevoted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting thepercentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item,your proxy will vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.4 Appointment of a Second ProxyIf you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the unit registry of Colonial First StateProperty Trust Group or you may copy this form.To appoint a second proxy you must:(a) indicate that you wish to appoint a second proxy by marking the box.(b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securitiesapplicable to that form.(c) return both forms together in the same envelope.5 Authorised Signature(s)You must sign this form as follows in the spaces provided:Joint Holding:Power of Attorney:Companies:where the holding is in more than one name all of the holders must sign.to sign under Power of Attorney, you must have already lodged it with the registry, or alternatively, attach acertified photocopy of the Power of Attorney to this form when you return it.a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a soleCompany Secretary can also sign. A sole Director of a corporation without a Company Secretary can sign,pursuant to S204A of the Corporations Act 2001. Please indicate the office held by signing in the appropriateplace.If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Representative" should beproduced prior to admission. A form of the certificate may be obtained from the unit registry of Colonial First State Property Trust Group.Lodgement of ProxyThis Proxy Form (and any Power of Attorney under which it is signed) must be received not later than 48 hours before the commencementof the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.003492 - V1Documents may be lodged using the reply paid envelope or:- by posting, delivery or facsimile to Colonial First State Property Trust Groupunit registry at the address oppositeColonial First State Property Trust Groupc/o Computershare Investor Services Pty LimitedGPO Box 7115Sydney New South Wales 2001AustraliaFacsimile 61 2 8234 5180

Responsible Entity:CFS Managed Property LimitedABN 13 006 464 428Colonial First State Property Trust GroupManager:Colonial First State Property LimitedABN 20 085 313 926Mark this box with an ‘X’ if you have made any changes to your name or address details (see reverse)All correspondence to:Computershare Investor Services Pty LimitedGPO Box 7045 SydneyNew South Wales 1115 AustraliaEnquiries (within Australia) 1300 655 846(outside Australia) 61 3 9649 5215Facsimile 61 2 8234 5180web.queries@computershare.com.auwww.computershare.comElection FormYou are encouraged to return the Election Form even if you intend to vote against the Resolutions. If you do not lodge your Election Formor it is not properly completed and received by 5:00pm 29 September 2002, you will automatically receive CPA and GAN units if theProposal proceeds.Use a black pen. Print in CAPITAL letters inside the grey areas.Where a choice isrequired,mark the box with an ‘X’ xAElection SelectionxxX Month YearI/We wish to receive units in CPA and GAN.I/We wish to receive cash.BSign Here - This section must be signed for your instructions to be executed.Commonwealth Bank of Australia ABN 48 123 123 124 and its subsidiaries do not guarantee or in any way stand behind the performance of the Commonwealth Property OfficeFund or the Gandel Retail Trust (“the Funds”) or the repayment of capital in the Funds. Investments in the Funds are not deposits with or other liabilities of Commonwealth Bank ofAustralia or its subsidiaries. Investment type products are subject to investment risk including possible delays in repayment and loss of income and principal invested.By signing this Election Form I/we acknowledge that I/we understand that the Funds are not guaranteed by the Commonwealth Bank of Australia.I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supercede and have priority over all previous instructionsin respect to my/our securities. Where I/we have indicated participation in the Election, I/we hereby agree to be bound by the Terms and Conditions of the Election.Individual or Securityholder 1Securityholder 2Securityholder 3DirectorNote: When signed under Power of Attorney, the attorney states thatthey have not received a notice of revocation. Computershare InvestorServices Pty Limited needs to sight a certified copy of the Power of Attorney.Director/Company SecretaryDate - DaySole Director and Sole Company SecretaryTelephone number in case we need to contact youC F T003492 - V1

How to complete this formYour Name and AddressThis is your name and address as it appears on the unit register of Colonial First State Property Trust Group. If this information isincorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker should advise theirbroker of any changes. Please note, you cannot change ownership of your securities using this form.AElection SelectionI/We authorise the Company to apply my/our holding in subscribing for new units in CPA and GAN in accordance with theProposal.This instruction only applies to the specific holding identified by the SRN/HIN and the name appearing on the front of this form.BSignature(s)Joint Holding:Power of Attorney:Companies:where the holding is in more than one name, all of the securityholders must sign.to sign under Power of Attorney, you must have already lodged it with the registry. If you havenot previously lodged this document for notation, please attach a certified photocopy of thePower of Attorney to this form when you return it.where the company has a Sole Director who is also the Sole Company Secretary, this formmust be signed by that person. If the Company (pursuant to section 204A of the CorporationsAct 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwisethis form must be signed by a Director jointly with either another Director or a CompanySecretary. Please indicate the office held by signing in the appropriate place.To make your election please lodge your Election Form by 5:00pm (EST) on 29 September 2002.003492 - V1CFTDocuments may be lodged using the reply paid envelope or:- by posting, delivery or facsimile to Colonial First State Property Trust Groupunit registry at the address oppositeColonial First State Property Trust Groupc/o Computershare Investor Services Pty LimitedGPO Box 7115Sydney New South Wales 2001AustraliaFacsimile 61 2 8234 5180