MAB Quays Mezzanine Fund IM_Final_July12

Information MemorandumMAB Quays Mezzanine Fund

Artist’s Impression of The Quays

MAB Quays Mezzanine Fund Information Memorandum

Important Notices and Disclaimers Information Memorandum This Information Memorandum (“IM”) has been prepared by MAB Funds Management Limited ABN 36 098 846 701 (“MAB Funds” or the “Trustee”) (AFSL No.232747). MAB Quays Mezzanine Fund (“Fund”) will be a unit trust of which MAB Funds is the Trustee. MAB Funds is the issuer of this IM and of units in the Fund (“Units”). This IM is not required to be, and has not been, lodged with the Australian Securities and Investments Commission ("ASIC"). This IM is not a Product Disclosure Statement and an ‘in use’ notice in respect of this IM is not required to be and has not been, lodged with ASIC. This IM is provided on a confidential basis to a limited number of wholesale clients for the purpose of providing certain information about an investment in the Fund. It may not be reproduced, provided or disclosed to others, except in connection with obtaining legal, investment or tax advice with respect to an investment in the Fund, or used for any purpose other than evaluating an investment in the Fund without the written consent of MAB Funds. Those potential investors to whom an IM is provided but do not proceed with an investment are required to return the IM to MAB Funds on request. This IM is dated 30 March 2012, with sales information updated as at 3 July 2012. You should read this IM in its entirety before making a decision about whether to invest in the Fund. Who Can Invest? The Offer of Units described in this IM is limited to Australian resident ‘wholesale clients’, as defined in the Corporations Act 2001 and by accepting this document and subscribing for Units under it you represent that you are a wholesale client and agree to the confidentiality requirements set out above. Accordingly, the disclosure requirements of the Corporations Act do not apply to the Offer contained in this IM and this IM is not a disclosure document for the purposes of the Corporations Act. The IM does not constitute an offer in jurisdictions other than Australia. MAB at its discretion may make the offer available to nonresident investors. Disclaimer None of MAB Funds or any of its officers, employees, advisers, affiliates or related entities guarantees the success of the Fund, the repayment of capital invested in the Fund nor any particular rate of return on investments in the Fund. An investment in the Fund does not represent a deposit with or a liability of MAB Funds or the Fund. Investments are subject to investment risk including possible delays in repayment and loss of income or capital invested. This IM is provided for general information purposes and is not intended to be relied upon by persons in deciding whether to invest in the Fund. Prospective Investors should satisfy themselves as to the nature and likely quantum of risks of investing in the Fund and seek their own professional advice in relation to the matters contained in this IM prior to making any investment. This IM does not constitute financial product advice to potential Investors or a recommendation by MAB Funds or any other person named in this IM to invest in the Fund. The information in this IM does not take into account the investment objectives, financial situation or particular needs of any prospective Investor. None of the Trustee or its officers, employees, advisers, affiliates or related entities makes any representations or warranties in relation to the IM or the Fund and disclaims, to the maximum extent permitted by law, all responsibility in relation to the IM and the Fund. Any information provided in this IM and in any other document or communication is subject to the Trust Deed relating to the Fund. A copy of the Trust Deed and the Mezzanine Loan Agreement will be made available on request. Unless otherwise determined by the Trustee, Units to which this IM relates will only be issued on receipt of a Subscription Agreement in the form attached to this IM or in such other form as MAB Funds in its discretion may accept. MAB Funds will be under no obligation at any time to accept any Subscription Agreement and may accept or reject any Subscription Agreement in its absolute discretion without any obligation to provide reason for that decision. The offer of Units under this IM is only available to person receiving a printed or electronic copy of the


document in Australia. This IM may not be distributed, nor are any Units offered for subscription or sale in any jurisdiction in which it would be unlawful for MAB Funds to do so. No cooling-off regime applies in relation to any acquisition of Units under this IM. Privacy MAB Funds respects your privacy and is bound by the National Privacy Principles in the Privacy Act 1988 (Cth) (“Privacy Act”). MAB Funds may collect, hold and use personal information for the purposes of managing the Fund and the Unitholders’ interests in it. MAB Funds uses a variety of physical and electronic security measures, including restricting physical access to its offices and firewalls and secure databases, to keep personal information secure from misuse, loss or unauthorised use or disclosure. You have a right to access any personal information that MAB Funds holds about you. Please contact MAB Funds (refer Section 19 for contact details) to request access to such information or if you have a complaint concerning your information privacy. MAB Funds may deny your request in some circumstances and, if it does, MAB Funds will tell you why. Risks and Forward looking statements Investing in the Fund is subject to known and unknown risks. Certain statements in this IM are about future matters, including forward looking statements. These forward looking statements and information, including statements and information relating to MAB Funds, the Fund and the transactions contemplated by this IM, are not based solely on historical facts, but rather reflect the current expectations of MAB Funds concerning future results, events or other matters. These statements may sometimes be identified by the use of forward looking words or phrases such as 'if', 'when', 'believe', 'aim', 'will', 'expect', 'anticipate', 'intend', 'foresee', 'likely', 'should', 'could', 'plan', 'may', 'estimate', 'budget', 'forecast', 'envisage', 'target', 'potential' or other similar words or phrases. Similarly, statements that describe the Trustee's objectives, plans, goals or expectations, future income, costs, and expenditure are or may be forward looking statements. These forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, or the Fund, to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Trustee or the Fund will operate in the future. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward looking statements include, among others, development risk, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic situation and the level of overseas demand for Australian residences, competition, additional funding requirements, cost overruns and delays in completion of the contemplated development. See section 13 for a discussion of potential risk factors underlying, and other information relevant to the forward looking statements and information. Forward looking statements and information should, therefore, be construed in light of such risk factors and undue reliance should not be placed on them. You should note that the historical performance of other funds managed or operated by MAB Funds is no assurance of the future financial performance of the Fund. None of MAB Funds, its related bodies corporate, their respective directors, nor any other person gives any representation, assurance or guarantee that the occurrence of the results or events expressed or implied in any forward looking statements and information in this IM will actually occur. The forward looking statements and information in this IM reflect views held only at the date of this IM. Subject to any continuing obligations under law, MAB Funds, it’s related bodies corporate and their respective directors disclaim any obligation or undertaking to disseminate after the date of this IM any updates or revisions to any forward looking statements and information to reflect any change in expectations in relation to them or any change in the events, conditions or circumstances on which they are based.

1 MAB Quays Mezzanine Fund Information Memorandum


Table of Contents 1. Executive Summary 3 2. MAB Corporation 11 3. MAB Funds 15 4. Project Team 17 5. The Quays – Property Information and Site Location 20 6. The Quays – Project Description 23 7. Financial Information 26 8. Fees and Other Costs 28 9. Sales Status 29 10. Finance Arrangements 31 11. MAB Quays Mezzanine Fund 33 12. Ownership Structure and Alignment of Interests 35 13. Risks of Investing in the Fund 36 14. Trust Deed and Operation of Fund 40 15. Unitholder Communications and Availability of Documents 42 16. Privacy Statement 43 17. Complaints, Dispute Resolution and Conflict of Interest 44 18. Glossary 45 19. Corporate Directory 47

Appendices A – Valuation Executive Summary B – Details of Project Team C – Summary of Key Legal Documents D – Project Details E – Mezzanine Loan Terms Sheet G – Taxation Opinion


1. Executive Summary

Artist’s Impression - The Quays from NewQuay Promenade

1.1 Offer Summary MAB is one of Australia’s leading privately owned property developers and has experienced strong growth and much success over its 17 year history. MAB Funds Management (MAB Funds) is a specialist property investment manager and holds an Australian Financial Services Licence.

MAB is seeking to raise approximately $26 million, in two instalments, to assist funding the development of its latest residential tower, “The Quays” (the “Project”). The Quays is MAB’s twelfth major project in the maturing NewQuay precinct. MAB is undertaking the development via a group of special purpose entities referred to in this document as the “Developer”.

MAB Funds is offering investors the opportunity to participate in the MAB Quays Mezzanine Unit Trust (the “Fund”) and share in the successes of a leading Australian property developer.


Investors Return MAB Funds forecasts that investors will receive a net IRR of 20.1%. The return is calculated with reference to an interest rate of 18.5% per annum, calculated daily and compounding monthly on the paid up amount of each Unit.

Experienced Developer with proven 12 year track record at NewQuay

MAB was established in 1995 by Michael and Andrew Buxton. Michael and Andrew Buxton have 60 years combined experience in property development. Michael previously co-founded Becton Corporation.

At June 2011, MAB and its associated entities had Net Assets in of excess of $135 million and approximately 80 employees engaged in development, funds management and related operations. MAB achieved $210 million in revenue for the year ended June 2011 and forecasts higher revenue in the current financial year.

MAB has successfully completed development projects with an end value over $2 billion. The future pipeline of projects on land that it owns or controls has an estimated value exceeding $6 billion.

At NewQuay, MAB has completed 11 major projects yielding approximately 1,400 dwellings, 50 retail tenancies and a 15 level tower with approximately 200 office suites and a major commercial car park.

Experienced Trustee The Trustee, MAB Funds Management Limited, is an experienced property investment manager currently with funds under management in excess of $160 million.

Trustee’s Solicitor Minter Ellison has been appointed to act as lawyer to the Trustee. Minter Ellison’s role includes reviewing the Trust Deed, the IM and, prior to drawdown, will review relevant due diligence reports and legal opinions provided in relation to the development.

Legal Structure Unit Trust (a managed investment scheme not registered by ASIC).

Units Offered 26 million Units to be issued at $1.00 each, paid for in two instalments; Initial Instalment – $0.50 payable on application, Final Instalment – $0.50 payable in December 2012.

The Trustee reserves the right to vary the amount issued and the amount and timing of each instalment, however the Final Instalment will not be payable before 1 December 2012.

Minimum Application $500,000 (payable in two instalments of $250,000 each) and thereafter in multiples of $50,000.

Offer Period

Offer opens Friday 30 March 2012 Offer closes when fully subscribed or otherwise determined by the

Trustee Units will be issued within 2 business days of receipt of application

form and cleared funds.


Application of Funds / Loan Facility

The Fund will make a loan (the “Mezzanine Loan” or “Facility”) to the Developer in order to fund project costs and / or reimburse project costs incurred by MAB. This Mezzanine Loan will rank ahead of the Developer’s equity and profit and behind Senior Debt.

The Mezzanine Loan Facility will be $37 million consisting of $26

million principal plus a facility of $11 million for capitalised interest. The Trustee expects that mezzanine interest will amount to $8.5 million. This provides a $2.5 million contingency within the facility.

The Developer is not entitled to draw down under the Mezzanine Loan until Mezzanine Loan Conditions Precedent have been satisfied. Funds raised from the issue to Unitholders will be held in trust by the Trustee until the Conditions Precedent are finalised to the satisfaction of the Trustee.

The return for each instalment is payable from the Commencement Date of each instalment until the Mezzanine Loan is repaid, irrespective of when the Developer is entitled to draw down.

Term of Fund The Trustee expects that the investor return and funds invested will be repaid in February 2014.

The facility will expire 27 months from May 2012. The Fund is required to be repaid after completion of the project from the net settlement proceeds following repayment of Senior debt. The actual repayment date will be subject to the timing of the project completion, collection of settlement monies and repayment of Senior debt.

The Trustee is not required to affect redemption of Units during the term of the Fund.

Initial Asset Backing $0.50 per Unit, increasing with capitalised interest and payment of the Final Instalment.

The Fund’s Capital will not be used to pay for establishment costs of the Fund. All Fund establishment costs are paid by the Developer.

Security The repayment of the Mezzanine Loan will be secured by second-ranking securities over the land and projects assets. The Mezzanine Loan will rank after Senior Debt but before Developer’s Equity.

Senior Loan Facility

Mezzanine Loan Facility

Developers Equity

Project FundingLess Risk

More Risk


Lending Covenants The following are conditions precedent to draw down of the Mezzanine Loan: Loan to Value Ratio (LVR): less than 71% Loan to Cost Ratio (LCR): less than 85%

Project Funding Source of Funds: Debt and equity is proposed to be funded as follows:

Proceeds from Settlements: Net settlements are allocated firstly to reduce Senior Finance then Mezzanine Finance. The Developer may not receive any of the $87.8 million in profit and equity until all Senior and Mezzanine Finance is repaid.

Developer Equity, $41.8m,

15% Mezzanine

Facility, $37m, 13% Senior

Facility, $198m,

72%

Developer Equity &

Profit, $87.8m,

27%

Mezzanine Facility,

$37m, 12%

Senior Facility,

$198m, 61%


Project Risks and Mitigation Strategy

The Trustee has identified the following major project risks and mitigation strategies: Sales Risk – The project is 80% precommitted. The project has precommitments of approximately $289 million (491 apartments) which represents approximately 80% of the total project value. Settlement Risk – Binding contracts with 10% deposits. The Developer has achieved presales coverage (net GST) of both Senior and Mezzanine Facilities. The presales are required to be binding with full 10 % deposits and confirmed by the Developer’s solicitor, Norton Rose Australia. If a purchaser defaults on its settlement obligations, the Developer has the right to retain the deposit and resell the apartment. Construction and Design Risk – A ‘Blue Chip’ builder has been

appointed under a fixed time and cost contract. Construction commenced in February 2012 with Brookfield Multiplex Constructions (BMC) appointed as builder. BMC is a ‘tier one’ builder with an excellent reputation for quality and timeliness. BMC recently completed MAB’s HarbourOne Tower ahead of time and budget. BMC will be bound by a fixed time and cost, design and construct contract. BMC will take design risk and provide performance security in the form of bank guarantees to the value of 5% of the contract. In addition to BMC’s obligations, the parent, Brookfield Multiplex Pty Ltd guarantees for performance under the contract. The parent company had consolidated net asset of approximately $2.7 billion at 31 December 2011. Senior Finance – NAB and ANZ have been appointed. The Developer has Credit Approved Terms Sheets from NAB and ANZ to provide a syndicated Senior Finance Facility for 75% of the Senior fundable project costs. The facility is currently being documented with execution targeted in April 2012. The Mezzanine Loan cannot be drawn down until the Senior Finance documentation is complete and all necessary conditions precedent are satisfied to facilitate initial draw under the Senior Facility. Cost Overruns – Guaranteed by MAB Corporation. The Development Feasibility has approximately $13.8 million in fully funded contingencies. In addition, MAB Corporation Pty Ltd is providing a guarantee to fund additional costs up to $7 million. The combined contingencies and guarantee amounts to $20.8 million or 9.4% of Variable Project Costs. Planning – Necessary approvals are in place. The Town Planning Permit was issued on 21 June 2011. MAB is working to close out permit conditions as required in the normal course of development. Investment risks are summarised in Section 13.

Other Key Terms All investors in the Fund rank equally. No stamp duty is payable on subscription for Units. The offer of Units and the Mezzanine Loan are not underwritten.


1.2 The Quays

The Quays from Harbour Esplanade

The Quays is MAB’s twelfth major project at Docklands and represents the final piece of NewQuay’s eastern waterfront. The dual towers of The Quays will be distinct in design, form and scale from its Docklands peers.

The Quays has been designed by internationally renowned architects, McBride Charles Ryan, with a brief to create an iconic piece of architecture, to maximise the natural site advantages and to create great contemporary apartments. The building’s largely glass façade provides panoramic views of the Melbourne city skyline and the waters of Victoria Harbour.

The towers will share a common Podium consisting of 96 apartments, 539 car parks and around 1000m2 of retail space. The South tower will contain 275 apartments over 32 levels. The North tower will contain 246 apartments of 27 levels.

The facilities will include a 25 metre pool, gymnasium, sauna, spa, yoga rooms, conference facilities and a fully equipped residents’ lounge. The Podium rooftop will incorporate a tennis court, club rooms and gardens.


1.3 Development Funding Senior Funding

The National Australia Bank Ltd and ANZ Banking Group Ltd have formed a syndicate to provide a $198 million senior financing facility to fund project costs. The banks have provided credit approved terms and the facility is being documented with execution targeted for the end of April 2012.

Mezzanine Funding

MAB Funds is seeking to raise $26 million via the MAB Quays Mezzanine Fund to supplement senior financing arrangements.

The Fund will provide the Mezzanine Loan to the Developer. The Mezzanine Loan Facility will be $37 million consisting of $26 million principal plus a facility of $11 million for capitalised interest. The Trustee forecasts that mezzanine interest will amount to $8.5 million which provides a $2.5 million contingency within the facility.

Units in the Fund will be issued and paid in two instalments of $13 million each. The facility will be provided commensurately to the Developer in two instalments or ‘sublimits’.

Upon payment of Instalment 1 Funds will be held in trust and not made available to the Developer until after all Mezzanine Finance conditions precedent for Instalment 1 have been met. These conditions include satisfaction of all Senior Finance conditions precedent necessary to achieve initial drawdown under the Senior Facility.

Instalment 2, expected December 2012, will also be held in trust until the Mezzanine Loan conditions precedent for Instalment 2 are satisfied.

Equity

The Developer must commit all of the required $41.8 million in equity prior to the Mezzanine Loan Instalment 1. By the time of the initial drawdown, it is forecast that MAB will have actually committed circa $67 million in equity in the form of cash and land. The Mezzanine loan will be used to repatriate Developer equity in excess of $41.8 million or other project costs. 1.4 Timing The following timeline is expected;

Information Memorandum issued, offer period opens – 30 March 2012 Offer period closes when fully subscribed or otherwise determined by the Trustee Initial Drawdown of Mezzanine Loan – August 2012 Payment of Final Instalment, calculation of return on Final Instalment commences – Early December

2012.


1.5 Minimum Investment The minimum investment in the Fund is $500,000 paid in two instalments of $250,000 each. Thereafter, investments may be made in multiples of $50,000.

1.6 How to Apply Investors must complete the Subscription Agreement and identification form which accompanies this IM in accordance with the instructions set out on the reverse side of the form.

Investors who wish to apply for Units must submit a completed Subscription Agreement to MAB Funds. It is expected to be issued within 2 business days of receipt of application form and cleared funds.

Investors must attach to the Subscription Agreement a cheque or bank draft for the initial instalment of 50 cents for every one dollar Unit applied for (for example; $250,000 for 500,000 Units), noting the minimum investment amount. Payment will only be accepted in Australian currency and cheques must be drawn on or be payable at an Australian bank. Cheques and bank drafts should be made payable to “MAB Funds Management Limited a.t.f MAB Quays Mezzanine Unit Trust” and crossed “NOT NEGOTIABLE”.

1.7 Issue of Units The issue price is $1.00 per Unit which is payable in two equal instalments. The first instalment of $0.50 is payable on application with the Final Instalment proposed to be called so that payment is due on 7 December 2012.

If the Final Instalment is not paid on the respective due date, those partly paid Units may be forfeited and sold to offset any amount owing or expense incurred by the Trustee as a result of a default. The defaulting investors will be liable for interest costs and expenses incurred by the Trustee as a result of a default.


2. MAB Corporation

2.1 MAB Overview MAB Corporation is an integrated private property group combining development, asset management, funds management and direct property investment.

At June 2011, MAB had Owners and Net Equity of approximately $135 million and around 80 employees engaged in development, funds management and other related operations.

MAB received revenue of circa $210 million for the year to June 2011 and forecasts in excess of $250 million in 2012.

MAB has completed development projects with an end value of over $2 billion.

MAB is best known for its major projects including the $3 billion landmark NewQuay development at Docklands and the $1 billion University Hill mixed use precinct in Bundoora.

MAB has also developed a range of other residential, commercial and industrial projects including National Business Park, Anchorage Apartments, Translink Business Park and South Junction at Moorabbin.

In joint venture, MAB has embarked on its largest and most visionary development to date being the 1000 hectare Merrifield project in Mickleham, Victoria.

2.2 The Directors MAB was established in 1995 by Michael and Andrew Buxton.

Michael Buxton AAPI, MREI Michael has over 40 years of experience in the property industry that commenced with property management and sales in his family's business, JR Buxton Pty Ltd. In 1976, Michael co-founded Becton Corporation and as Joint Managing Director built the company into one of the most successful property investment and development companies in Melbourne. At the end of 1994, Michael sold his interest in Becton Corporation and in 1995 founded MAB Corporation with his brother Andrew. Michael is Executive Director of MAB Corporation.

Andrew Buxton B.Sc Andrew began his career in the quarry and asphalt industry. From 1974 to 1988 Andrew was Co-Managing Director of the Associated Quarries and Asphalts Group. Andrew diversified into property development and in 1995 founded MAB Corporation with Michael Buxton. He has over 20 years experience in the property industry and is also the Managing Director of MAB Corporation.


MAB’s Current Projects


2.3 Advisory Board MAB has an advisory board which consists of the following members: Simon Jones, Chairman (External) Simon is a Chartered Accountant and investment banker. He was Managing Partner of Arthur Andersen’s audit, business advisory and corporate finance practices for Australasia between 1991 and 1995. Between 1995 and 2002, Simon was Managing Director of NM Rothschild’s private Equity business and of the Victorian operations. In 2002, Simon founded Canterbury Partners, an independent corporate advisory firm. He is also Lead Independent Director of Computershare Limited and Chairman of Melbourne IT Ltd. Justin Ganly (External) Justin is Managing Director of Deep End Services, a property economics consultancy based in Melbourne with projects throughout Australia, New Zealand, Asia and the USA. He has 19 years of experience in this field and has worked previously with KPMG, Coopers and Lybrand and Andersen Consulting as well as at Coles Myer. Justin has particular expertise in demand-based consulting and is a frequent commentator on this in the media. Peter Riley (External) On 1 July 2010, Peter founded Alandal Consulting Pty Ltd – a boutique firm advising high wealth families and their business arms. Peter was previously a Senior Partner/Executive Director in the Tax Consulting Division of Pitcher Partners Melbourne for approximately 19 years until 30 June 2010. Peter has current and past appointments with a number of professional bodies. David Hall (Chief Operating Officer) David commenced with MAB in 2003 in the role of General Manager Business Parks and was responsible for a portfolio of industrial and mixed use projects including National and Translink Business Parks and University Hill. More recently David has been responsible for the Major Projects division with a key focus on the planning and delivery of Merrifield, MAB's 1,000 hectare mixed use development. In December 2009 David was appointed as MAB’s Chief Operating Officer. Prior to commencing with MAB, David held a number of executive positions in local governments in the areas of property, planning and development, economic development and governance. He is a member of the Urban Development Institute of Australia and the Victorian Planning and Environmental Law Association. David holds a Bachelor of Business and a Graduate Diploma in Management and is a graduate of the Advanced Management Program of Harvard Business School. Mick Brennan (Chief Financial Officer) Mick commenced his career as a Chartered Accountant in Brisbane, then following several years in a London Chartered Accounting firm he joined Mobil Oil where he worked as Manager in International Corporate Audit (London), Manager General Accounting (Melbourne), Refinery Accounting Manager (Adelaide) and as CFO and Company Secretary of a road surfacing subsidiary which ultimately merged with CSR Road Surfacing to become the leader in the Australian marketplace. In 1997 Mick joined Linfox as General Manager of Accounting and Administration. When Linfox acquired Armaguard in 2003 he became CFO and following numerous further acquisitions he became CEO of the Armaguard Group in 2007. Mick has extensive experience in mergers and acquisitions, strategy development/execution as well as general management particularly within finance disciplines.


2.4 MAB Operational Structure The business is divided into sector specific business units each staffed with experts in their field. The business units draw upon specialised internal service providers across administration, finance and legal.

MAB’s advisory board reviews operations via bimonthly board meetings and sub committees in the areas of Finance, Capital Management and Operation Risk Management.


3. MAB Funds

3.1 The Role of MAB Funds MAB Funds Management Limited (MAB Funds) is the Trustee of the MAB Quays Mezzanine Fund.

MAB Funds will manage the mezzanine financing arrangements including finalising finance documentation, carrying out due diligence and reviewing satisfaction of conditions precedent, administration of the Fund and management of all investor reporting and communication.

3.2 About MAB Funds MAB Funds was formed in November 2001 as a specialist property investment manager. Its objectives are to create quality property investment products and provide property investment management services for private and institutional investors.

MAB Funds currently manages the MAB Diversified Property Trust, that has eight properties in Australia and New Zealand, and the MAB International Retail Trust that has six properties in the USA. MAB Funds has funds under management of inexcess of $160 million at 31 December 2011.

MAB Funds has established a successful track record in property funds management having also completed the following funds:

The Harbour One Mezzanine Finance Fund was launched in October 2010 and successfully completed in December 2011 having returned 20.2% per annum to its investors.

The MAB Bourke Street Trust (MBST) was launched in May 2002. MBST was successfully completed and wound up in 2009, returning an average of 21.5% per annum to its investors.

The MAB Healthcare Trust (MHCT) commenced operations in March 2003 and was wound up in 2007 having returned an average of 15.6% per annum to its investors.

The MAB Development Fund commenced operations in March 2004 and was completed in 2007, having returned an average of 17.3% per annum to its investors.

Note that past performance of these funds is not a reliable indicator of future performance of this or other funds.

A key strength of MAB Funds is its ability to offer investors an integrated property investment team incorporating funds management, asset management, development management and support services.

MAB Funds Directors and Secretary

Andrew Buxton B.Sc, Chairman (Refer details above) Michael Buxton AAPI, MREI, Director (Refer details above)


Nicholas Gray B.Sc AAPI, MRICS, Director Nicholas Gray has 35 years experience in the property industry, the last 30 of which have been in property investment and funds management. He is responsible for the overall management of MAB Funds operations. Nicholas has wide experience in the UK from 1976 to 1985 and in Australia since 1985. He was Head of Property at Norwich Union and Norwich Investment Management Ltd from 1987 to 1998 and during 1996 -1997 was also General Manager - Funds Management of GRW Property Ltd, a company controlled by Norwich. In 1998, Nicholas was appointed Fund Manager of the Colonial First State Commercial Property Trust. Nicholas joined MAB Corporation in 2001 to establish its property funds management operation.

Mick Brennan, B.Com, ACA, Secretary (Refer details above). John Ryan, B.Com, CA Finance Manager John manages the treasury, capital and risk functions of MAB Funds Management and its registered managed investment schemes. John also oversees Fund and Responsible Entity accounting and ensures compliance with statutory reporting requirements. John has over nine years experience in the financial services and property industry, including with William Buck Financial Accountants where he gained valuable experience in financial reporting and taxation across a wide variety of industries, servicing companies such as The Good Guys, TXU and Lloyd Morgan Recruitment. Steve Stephens B.Bus (Bkg andFin) Compliance Officer Steve is responsible for Fund Administration and Compliance for MAB Funds Management Trusts. Steve has five years experience as a Senior Investment Compliance Analyst, most recently with the National Australia Bank in their Custody Division NCS. Steve has gained valuable experience in the preparation and delivery of Investment Compliance Analysis Reporting and Specialist Exposure Risk Reporting, across a number of Asset Classes, servicing clients such as Uni Super, TWU Super and Vision Super.

Cherry Manuel B.Com (Acc.) Financial Accountant Cherry is responsible for the financial accounting, reporting and modelling for MAB Funds Management trusts. Cherry has four years experience in funds management within the property industry, most recently having worked for Becton Property Group and 360 Capital Property Group. Cherry has gained valuable experience in financial reporting and fund accounting, having managed an Industrial portfolio of more than 25 properties amongst other smaller and large funds within the Office and Retail sectors


4. Project Team

4.1 MAB Residential Development Team (Development Manager) MAB has a residential development team that has extensive experience in all aspects of property development. This team provides development services to the Developer. A summary of team members and their relevant experience is detailed in Appendix B. The Developer pays a development management fee based on approximately 0.5% of net sales. The fee is paid to MAB and is fully funded by the senior facility.

4.2 The Development Manager’s Role The MAB residential development team provides development management services to The Developer. Broadly, this includes promoting, marketing, leasing and selling the Project in a timely and professional manner, also including but not limited to:

Preparation of business case, development and marketing strategy and design concept;

Preparing and updating Project feasibilities;

Coordinating, sourcing and managing financing arrangements;

Obtaining planning and other statutory approvals;

Project marketing;

Project sales, including management of external sales agents and tenant procurement;

Preparing and managing the Project development program and budgets;

Regular reporting;

Any other general co-ordination required to deliver the Project.

4.3 The Quays Towers Delivery (Delivery Manager) MAB has a specialised project delivery management team that contracts with the Developer to provide construction management services and take project delivery risk. A summary of team members and their relevant experience is detailed in Appendix B. The Developer pays a project management fee for these services equivalent to approximately 0.9% of construction costs. The fee is paid to MAB and is fully funded by the senior facility. The Quays Delivery is also entitled to receive a delivery fee from the Developer as described in Appendix C. The delivery fee is unsecured and will not be paid until the Mezzanine Loan has been repaid.

4.4 The Delivery Manager’s Role The MAB delivery team, via The Quays Towers Delivery Pty Ltd, acts as the project manager of the Project and is responsible for the design, construction and delivery of the project. Their role includes but is not limited to:

Negotiating, appointing and managing service consultants up to the point of contract execution with the builder and thereafter, managing all non-construction-related consultants;

Assisting with obtaining finance, planning and other statutory approvals;

Managing tendering and negotiating building contracts;


Recommending optimal project delivery;

Managing the builder during the construction phase;

Regular reporting;

Procuring Project insurance;

Any other general co-ordination required to deliver the Project.

4.5 The Quays Consultant Team In addition to MAB’s development and delivery teams, MAB has selected the following consultants:

Architecture McBride Charles Ryan Planner SJB Planning Landscape Architect Taylor Cullity Lethlean Traffic Consultant GTA Environmental Engineer URS Environmental Auditor Senversa Structural Engineers Mordue Engineering Quantity Surveyors Napier and Blakeley Services Consultant and ESD Wood and Grieve Engineering Geotechnical Douglas Partners Building Surveyor McKenzie Group Land Surveyor Bosco Jonson Fire Engineer RAW Fire Acoustics Renzo Tonin Wind Vipac Scientists and Engineers Façade Engineering Surface Designs Water Sensitive Urban Design Bonacci Water Aquatic Facilities David Powick and Associates Civil Engineering (Internal) Mordue Engineering Civil Engineering (External) Bonacci Group DDA Consultant Phillip Chun and Associates


4.6 Builder – Brookfield Multiplex Constructions Brookfield Multiplex Constructions Pty Ltd (BMC) has been appointed as builder by the Developer. Works have begun on site under a limited scope until the building contract is finalised.

BMC has a long track record of delivering quality residential projects in Australia and overseas. In October 2011, BMC completed MAB’s HarbourOne project on budget and ahead of time. BMC had net assets of approximately $417 million according to their audited financial reports as at 30 June 2011.

In addition to the BMC contract, the Developer has the benefit of a guarantee from BMC’s parent, Brookfield Multiplex Pty Ltd. According to its Statement of Financial Position as at 31 December 2011, Brookfield Multiplex Pty Ltd had $2.7 billion in net assets.

Key features of the builder and building contract are as follows:

Strong counterparty building capacity and financial capability;

Fixed time and cost contract;

Performance guarantees from the builder are supplemented by approximately $9 million in bank guarantees (5% of the value of the contract, 2.5% handed back at practical completion and 2.5% handed back at the end of defects period);

The Developer has the added benefit of a Contractor Performance Guarantee by BMC’s parent, Brookfield Multiplex Ltd (BML);

The contract is a “design and construct” contract whereby BMC assumes design risk. BMC is bound to deliver the building in accordance with the agreed plans and specifications. These plans and specifications are “back to back” with the requirements of the Contracts of Sale to purchasers, the planning permit and the key requirements of Places Victoria (formerly VicUrban) under the Stage Development Agreement. The builder and key consultants certify on a monthly basis that the building is being constructed consistently with the approved plans and specifications.


5. The Quays – Property Information and Site Location

5.1 Title and Statutory Details The Quays development site consists of land being described as Lot 1B on Plan of Subdivision 623403D and being all that land contained within Certificate of Title Volume 11194 Folio 980.

Property Address: 231 - 245 Harbour Esplanade (Proposed Marmion Place) Docklands Vic 3008 Site Zoning: “Docklands 6” zone. Land Area: 6,725m2 5.2 Planning and Development Agreement Planning Approvals

Planning permit no. 2010/026167 has been issued by the Minister for Planning for ”construction of buildings and works comprising two residential towers in excess of 60 metres and use of parts of the building for retail and a residential hotel”. The permit is subject to conditions which will be closed out as required in the normal course of development.

Stage Development Agreement

The Developer must develop the project in accordance with the requirements of the Stage Development Agreement (SDA) with Places Victoria (Formerly “VicUrban’). These requirements are typical of the SDA’s entered into by MAB and Places Victoria over the last decade. The key requirements of the SDA deal with: Delivering plans and specifications as approved by Places Victoria;

Completion in accordance with milestone dates;

The Developer has responsibility of all development, delivery and environmental issues.

Key obligations and requirements of the SDA are also obligations and requirements of the builder pursuant to the building contract. The Developer is working with Places Victoria to finalise the SDA and related documentation, which must be finalised prior to initial drawdown under the facility.

For further information, please refer to the Legal Summary in Appendix C. 5.3 Locality - NewQuay, Docklands, Melbourne The Quays is situated in NewQuay, a 13.7 hectare development with a forecast end value of approximately $3 billion. NewQuay is a major component of the Melbourne Docklands, a $15 billion, 190 hectare master planned precinct. Docklands is located adjacent to Victoria Harbour and the Yarra River and forms part of Melbourne’s expanded CBD.1 Now entering its second decade of development, Docklands has already attracted $7 billion of investment, is home to 6,500 residents and accommodates 24,000 employees. Ultimately, Docklands is expected to be home to 17,000 residents and accommodate 40,000 employees. 1 1 Source – Places Victoria - Website


NewQuay, Docklands

The NewQuay precinct in Docklands currently includes the following completed projects:

Approximately 1,400 apartments over seven residential towers

40 luxury park side and waterfront townhouse residences

Approximately 50 retail tenancies (approx 11,000m2) of food, beverage and ancillary use

A growing commercial precinct including;

- Aquavista Strata Office tower (approx 200 strata offices and 400 car parks);

- Carrick TAFE College (approx 8,000m2 of office and educational facilities); and

- A 14,000m2 office building with major tenant, the multinational IT company, C.S.C

Approximately 50 marina berths

In December 2011, MAB acquired further land and development rights adjacent to NewQuay. MAB’s combined future development rights include up to a further 2000 dwellings, approximately 40,000m2 of office, 10,000m2 of retail/mixed use and 100 marina berths.


5.4 The Quays Site Location The Quays site is located at 231 - 245 Harbour Esplanade, Docklands.

The site is approximately two kilometres from the Melbourne GPO. It is well serviced by public transport (trains – Southern Cross Station 1,200 metres, trams - 200 metres, ferry – 500 metres) and retail (Harbour Town Shopping Centre, supermarkets, Costco and CBD shops). The Quays is in close proximity to parklands, recreational and sporting facilities.

The Quays and its surrounds including Etihad Stadium and Melbourne’s CBD.

http://www.newquay.com.au/location/location-map.aspx


6. The Quays – Project Description

6.1 Project Design

The project is set between the Conder and HarbourOne residential towers and takes in sweeping views across Melbourne’s CBD, Victoria Harbour, Port Phillip Bay and surrounds. MAB has worked with key consultants including McBride Charles Ryan architects to create an iconic landmark for Melbourne’s Docklands. The ‘curvaceous’ building form creates a variety of living spaces, each designed to optimise its particular orientation, position and size. The project works include finalisation of adjacent plazas and public realm which will bring NewQuay’s eastern waterfront to completion. McBride Charles Ryan’s designs have been recognised internationally. In 2009, MCR were awarded one of the highest accolades for residential architecture, the ‘World Architecture Festival Award’ for the ‘Klein Bottle House’. Some of their other awards include: International Architecture Awards 2011 – Fitzroy High School and ‘Letter Box’ House International Architecture Awards 2010 – Monaco House, Melbourne CBD National Annual Awards 2008 – Robyn Boyd Award – Klein Bottle House Commercial Architecture Award 2008 – Monaco House

McBride Charles Ryan has recently been awarded the role as architect on the $1 billion major hospital development, the VCCC in Parkville.

Artist’s render of the residents’ pool and spa.

Artist’s render of residents’ lounge.


Artist’s render of Podium roof landscaping.

6.2 Project Description The Quays will comprise twin towers set upon a seven storey Podium. The South tower will be 32 levels (approximately 100 metres) and contain 275 apartments; the North tower will be 27 levels (approximately 80 metres) and contain 246 apartments. The towers will share a common Podium consisting of 96 apartments, 539 car parks and approximately 1000 m2 of retail/commercial space. The Quays offers a high level of finishes, quality and amenity to residents. Residents’ facilities include features such as a 25 metre pool, gymnasium, sauna, spa, yoga rooms, conference facilities and a fully equipped residents’ lounge. The Podium rooftop will incorporate a tennis court, club rooms and gardens. Information on the apartment features is contained in Appendix D.


7. Financial Information

7.1 Development Feasibility The following is a summary of the feasibility study used by MAB for the commercial assessment of the project. Accordingly, it is not prepared in accordance with Australian Accounting Standards and is provided for general information purposes. It should not be relied upon by persons in deciding whether to invest in the Fund.

The Development Feasibility includes $11.4 million in contingencies that are fully funded by the Senior Finance Facility and a further $2.5 million of contingency for interest in the Mezzanine Finance Facility. In total, the feasibility has contingencies of $13.8 million, representing more than 6% of Variable Project Costs. In addition, MAB Corporation Ltd is providing a $7 million cost overrun guarantee. Combined contingencies and cost overruns amount to $20.8 million or 9.4% of Variable Project Costs.

Development Feasibility $ million

Gross Sales 366.6GST on Residential Sales (32.9)Selling & Other Costs incurred at or after Settlement (10.8)

322.8Development CostsLand (at Valuation) 24.6Selling & Marketing (Prior to Settlement) 14.9Construction & Novated Design (Building Contract) 180.0Other Construction and Design 9.1Development and Project Management Costs 3.5Infrastructure, Authority Costs and Remediation 5.9Land Holding and Other Costs 1.5Finance Costs - Senior 14.9Project Contingency 11.4

Senior Fundable Costs 265.8Profit (Before Mezzanine Finance) 57.1Profit : Costs 21.5%

Mezzanine Finance - Interest 8.5Contingency - Mezzanine Finance 2.5

Mezzanine Finance Costs 11.0Total Project Costs 276.8Profit (After Mezzanine Finance) 46.1Profit : Costs 16.6%


7.2 MAB Quays Mezzanine Fund Financial Information The Pro-forma Sources and Application of Funds has been prepared as at the Final Instalment Date and is based on the assumptions that all Units in the Offer are fully subscribed and the Mezzanine Loan conditions precedent are fulfilled.

Assumptions 1. The capital raising of $26 million is fully subscribed and Units issued. 2. All conditions precedent to drawing of the Mezzanine Loan have been satisfied and the loan has been

fully drawn. Summary of Significant Accounting Policies The principal accounting policies adopted in the preparation of the Pro-forma Balance Sheet and Pro-forma Sources and Application of Funds are summarised below. Basis of Preparation The Pro-forma Balance Sheet and Pro-forma Sources and Application of Funds have been prepared in accordance with the measurement and recognition requirements of Australian Equivalent to International Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act. The pro-forma information is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

Sources and Applications of Funds $ millionSourcesEquity raised in the Offer 26.0

Application of FundsMezzanine Loan 26.0

Pro-forma Balance Sheet $ million $ millionApplication of Funds Allotment Date Final Instalment DateMezzanine Loan 13.0 27.5Total Assets 13.0 27.5

Distribution Payable 0.0 0.4Total Liabilities 0.0 0.4

Contributed Equity 13.0 26.0Retained Earnings 0.0 1.1Total Equity 13.0 27.1


8. Fees and Other Costs The Developer has agreed to directly pay for all costs incurred on behalf of the Fund. The return provided to investors will be net of all costs.

Investors should read all of the information about fees, other costs and taxes before making a decision to invest in the Fund because it is important to understand their impact.

The Fund’s reporting year ends on 30 June, references to “per annum” relate to a financial year.

The table below sets out the fees and other costs paid by the Developer and provided for in the project feasibility.

Type of fee or cost Description Payment

Establishment Fees / Costs The fees and costs associated with this IM and raising funds including legal and valuation costs.

Paid directly by the Developer.

Entry and Exit Fees The fees and costs for making and finalising an investment.

There are no entry and exit fees.

Funds Management Fee The fees for managing the investment. 0.5% p.a. of the equity raised paid quarterly in advance.


Other Costs All other costs incurred by the fund.


GST

Unless otherwise stated, all fees and expenses referred to in this IM are expressed exclusive of GST. Where the Fund is not entitled to input tax credits under the GST legislation for GST paid in respect of services provided to it, the cost to the Fund of paying for the services will be increased by the amount on the unrecovered GST.

Income Tax

Information on taxation is set out in Appendix G.


9. Sales Status

9.1 Project Sales Status As at 3rd July 2012, the Developer has exchanged contracts on 491 of 617 apartments.

Note - 473 Contracts have fully paid 10% deposits, 18 Contracts await deposit in the normal course.

The sales contract requires that the final plan must be registered within 72 months of execution of each contract. The first contract was executed in December 2010 and requires registration by December 2016. The building is expected to be completed in December 2013, which provides a buffer of approximately three years from the builder contracted practical completion date.

9.2 Presales Cover The Mezzanine Facility Agreement dictates that the Developer can only draw down under each Instalment to the extent that the following sales cover conditions are achieved. Instalment 1 – The combined Senior and Instalment 1 Facility Amount is covered at least one times by

presales (net of GST). Instalment 2 Facility Amount may be drawn down on a pro-rata basis providing that one times presales

cover is maintained on the pro-rated facility amount.

Current Status of Presales Cover: The presales cover for Instalment 1 is at 1.2 times and presales cover for Instalment 2 is at approximately 1.1 times. Subject to confirmation during legal due dilligence including receipt of outstanding deposits, both conditions have been satisfied.

The calculations for presales cover are illustrated below.

Product$ m No. $ m No. %

South Tower Apartments $ 168.0 275 $ 159.2 258 94.8%Podium Apartments $ 50.1 96 $ 45.3 85 90.4%North Tower Apartments $ 145.0 246 $ 85.4 148 58.9%Retail / Commercial $ 4.2 $ 0.0 0 0.0%Discount Provision -$ 0.8 0.0%

Gross Sales $ 366.6 617 $ 289.9 491 79.1%GST $ 26.8Gross Sales (Net GST) $ 263.1

Feasibility Sold


9.3 Calculation of Presales Cover Presales cover ratios are calculated with reference to the value of precommitments (after netting off applicable GST) and the total facility amounts, including capitalised interest. Presales cover ratios as at the time of this document are as follows:

9.4 Sales Mix As at the date of this document, the precommitments consisted of the following:

Note – “% Sold” in this table is by calculated by reference to the number of apartments sold and may differ marginally to the % calculated with reference to sales in dollar values.

Instalment Sublimit 1 2Presales (Net GST) [A] $263.1 $263.1Senior Facility $198.0 $198.0Mezzanine Facility $19.4 $37.0Combined Facilities [B] $217.4 $235.0Sales Cover ([A] / [B]) 1.21 times 1.12 times

Presales Cover

Apts % Sold Apts % Sold Apts % Sold1 Bed, 1 Bath 115 85% 60 83% 110 61%2 Bed, 1 Bath 54 100% 24 96% 74 61%2 Bed, 2 Bath 88 100% 12 100% 41 54%3 Bed, 2 Bath 1 100%3 Bed, 3 Bath 18 100% 20 65%Total 275 94% 96 89% 246 60%

North TowerProduct Type South Tower Podium

OriginSouth Tower

PodiumNorth Tower

Total $Millions

%

Domestic Sales $111.3 $33.8 $61.1 $206.1 71%Foreign Sales $47.9 $11.5 $24.3 $83.8 29%Total $159.2 $45.3 $85.4 $289.9 100%


10. Finance Arrangements Funding Mix

The Quays is to be funded by Developer equity, Mezzanine finance and Senior finance in the following manner:

Developer Equity

MAB will commit $41.8 million equity in the form of cash ($17.2 million) and land at valuation ($24.6 million). All Developer equity must be contributed prior to the Mezzanine Loan Instalment 1. It is expected that MAB will have committed approximately $67.8 million prior to the initial drawdown of the Senior and Mezzanine Facilities. Accordingly it is expected that most proceeds of the Mezzanine Loan will be used to repay Developer Equity to the extent that the equity exceeds $41.8 million. Senior Facility

The National Australia Bank Ltd and ANZ Banking Group Ltd have formed a syndicate to provide a $198 million Senior financing facility to fund 75% of Senior Fundable Costs (Total Project Costs before Mezzanine finance).

The building contract provides that MAB can elect to commence the building works in two stages. MAB must notify the builder of the intension to commence Stage 1 (consisting of The Podium and South Tower) by 30 April 2012 and Stage 2 (the North Tower) by 31 May 2012. The senior facility is provided in tranches for each Stage, $143 million for Stage 1 and $55 million for stage 2. MAB will have elected to commence both stages prior to the initial drawdown under the Mezzanine Facility.

The banks have provided credit approved terms and the facility is being documented with a view to completion in April 2012. The conditions precedent for the initial Senior draw down are expected to be satisfied in July 2012.

Further information is available in Appendix C.

FUNDING TABLE $ million

Equity (Land and Cash) 41.8Mezzanine Facility 37.0Senior Facility 198.0

Total Project Costs 276.8

Gross Value (Net GST) 1 334.2

Combined Project Debt Facilities [Senior Facility] + [Mezzanine Facility] 235.0

Forecast Loan to Value 70.3%

Forecast Loan to Costs 84.9%

Note 1 - Value is in accordance with the Gross Sales net of GST as per Appendix A - Charter Keck Cramer Valuation Executive Summary

[Senior Facility + Mezzanine Principle] : [Gross value (Net GST)]

[Senior Facility + Mezzanine Principle] : [Total Project Costs]


Repayment of Debt, Priority and Subordination

All net settlement proceeds are required to be applied to reduce Senior debt and once that is repaid, are required to reduce Mezzanine Debt. MAB equity and profits may only be paid following the repayment of Senior and Mezzanine debt.

The rights of the Mezzanine Financier are deeply subordinated to the Senior Financiers until the Senior debt is repaid. The priority and subordination arrangement between Senior and Mezzanine lenders is contained in the Deed of Priority and Subordination (Refer Appendix C).

Staging and Timing of Settlements

The sales contract and building contract provide for three stages of practical completion and settlements. The majority of settlements in each stage are expected to occur as follows:

Separable Portion Description Date for Practical Completion

Under Building Contract Forecast Settlement

Date

1 Podium apartments levels 1 – 6 and retail on ground floor 18 October 2013 November 2013 –

January 2014

2 South Tower to Level 24 24 October 2013 November 2013 – January 2014

3 South Tower Level 25 - 32 11 December 2013 January – March 2014

4 North Tower and Ground Floor Retail 11 December 2013 January – March 2014

Conditions Precedent and Initial Drawdown The Senior Financiers have prescribed conditions precedent to draw under each senior finance tranche.

Before the Mezzanine Loan is permitted to be drawn down, the Developer must:

Satisfy all conditions precedents necessary to facilitate the initial draw down under Senior Finance Stage 1 Tranche (other than those conditions precedent which are satisfied via drawdown of the Mezzanine Loan Installment 1).

Demonstrate that all conditions precedent to Senior Finance Stage 2 Tranche are satisfied or are reasonably capable of being satisfied.

Concession Deed The Concession Deed is an agreement between Places Victoria, the Developer and the Senior and Mezzanine financiers that provides: Acknowledgment by Places Victoria of the rights of obligations of the finance parties, including the

rights of the financiers in the event of a default.

In the event that that a Default occurs under the SDA, the Financiers (the Senior Financiers or upon repayment of the senior financiers debt, the Mezzanine Financier) have the right (but not the obligation) to step in and cure or the ability to assign to third parties. Assignment parties must have the appropriate capability and financial capacity.

Other Terms and Conditions

For further information, please refer to the Legal Summary in Appendix C.


11. MAB Quays Mezzanine Fund Mezzanine Loan – Key Terms and Conditions

It is proposed that MAB Quays Mezzanine Fund will provide the following facility to the Developer. Mezzanine Facility Total mezzanine facility amount $37 million consisting of $26 million principal and $11 million interest capitalisation. The facility is provided in two sub limits; Instalment 1 Sublimit - $19.4 million, $13 million principal and $6.4 million interest capitalisation facility

Instalment 2 Sublimit - $17.6 million, $13 million principal and $4.6 million interest capitalisation facility

The sub limits have been calculated to ensure that there is provision for interest to be capitalised on each tranche from the instalment dates until the Termination Date. The Installment 2 Sublimit may be reduced by the Mezzanine Financier in some limited circumstances.

Interest Rate

18.5% per annum calculated daily and compounding monthly on the paid up amount of each Unit. Interest is capitalised and paid to investors in accordance with the Repayment terms below. Interest is payable in respect of each instalment from the Commencement Date of each Instalment until the loan is repaid or cancelled. The return is paid from this date irrespective of when the Developer draws down the Mezzanine Loan. Establishment and Legal Costs All costs are to be paid by the Developer. Loan to Value Ratio and Loan to Cost Ratio At the time of first drawdown under the facility, the Loan to Value Ratio (LVR) must not exceed 71% and the Loan to Cost Ratio (LCR) must not exceed 85%.

Termination Date 27 months after initial issue of Units. Repayment Upon repayment of the Senior Facility, all Net Sales Proceeds must be used immediately to repay any part of the drawn Facility including capitalised interest. The facility may be repaid prior to settlement in part or whole at any time after the first 12 months after initial issue of Units to investors. Key Documents Mezzanine Facility Agreement, security trust deed, deed of priority and subordination, MAB Quays Mezzanine Trust Deed. Security Second ranking: charges; land mortgages and a limited sponsor guarantee (being $7 million guarantee from MAB Corporation Pty Ltd for cost overruns).


Events of Default Events of default include; nonpayment of any amount due and payable under a Finance Document; breach of any undertaking (which is not cured in 10 business days); occurrence of an insolvency event in relation to any transaction Party; vitiation of Transaction Documents; an Event of Default under the Senior Finance Facility where the Senior Financiers has elected to enforce its security as a consequence. In the event of an uncured event of default, the Default Interest Rate will apply. Under the Deed of Priority and Subordination the Fund will have no rights to accelerate or call on their security until the Senior Finance is repaid in full. Refer to Appendix E for further details.


12. Ownership Structure and Alignment of Interests

12.1 Ownership Structure

MAB is a "group" of companies and trusts ultimately beneficially owned by Michael and Andrew Buxton’s family groups. MAB Corporation Pty Ltd acts as the Group’s main entity, employing development and management staff. MAB typically engages special purposes entities to carry out development operations and provides sufficient equity to the entity.

In this Information Memorandum, The Quays Towers Pty Ltd (“Land Owner”), The Quays Towers Finance Pty Ltd (“Borrower”) and The Quays Towers Delivery Pty Ltd are collectively termed as “the Developer”.

The Quays Towers Pty Ltd will own the land and undertake development as nominee for a joint venture between trusts representing the separate interests of Michael and Andrew Buxton and their respective family beneficiaries.

The construction and delivery process will be performed by The Quays Towers Delivery Pty Ltd (“Delivery”). This company contracts with the builder and consultants directly and takes on residual delivery risk and responsibilities.

Quays Towers Finance Pty Ltd is a special purpose entity created to apply funding to the appropriate recipients in the Quays transaction. Construction and design funding is applied to Delivery for payment to the builder and consultants, other funds are applied to the Developer as required for other costs.

MAB Corporation Pty Ltd provides equity to the project and also provides corporate guarantee for costs overruns up to a limit of $7 million.

In this document, “MAB” is generically used for the operations of the MAB “group” generally.

Appendix F contains a structure chart for the transaction.

12.2 Alignment of Interests A key to the success of the Fund will be the expertise provided by the Development Manager and the alignment of interests between Investors and associated and / or related companies of MAB Corporation. The alignment of interests will primarily be achieved by the priority afforded to the Mezzanine Finance over the Developer’s equity. Equity invested by MAB, and profits subsequently flowing to MAB, rank behind the Mezzanine Facility. Monies from settlements cannot be paid to MAB until all Senior and Mezzanine debt is repaid.


13. Risks of Investing in the Fund

13.1 Investment Risks All investments are subject to risk. An investment under this IM has special features and will only be suitable for certain types of investors. Investors should be aware that performance of the project and the net income and repayment timing of the Fund could be influenced by a number of factors, including events outside the control of the Trustee.

13.2 Property Development Risks Property developments, by their nature, carry a higher degree of risk than investments in built and tenanted properties. Returns from property developments are influenced by a number of risk factors, some common to all property investments and some specific to the development of the particular property. The following table sets out some of the risks associated with investing in property developments and other investments directly or indirectly related to The Quays. The table also sets out how MAB Funds believes those risks can be managed, having regard to the objectives of the Fund. As with all investments of this nature, there is a risk that Unit Holders will not receive all of their capital upon redemption or transfer of their Units, or upon winding up of the Fund.

Risk Mitigation

Market and Development Risk Generally

Economic, technological, political or legal conditions, and even market sentiment can and do change which can lead to change in the value of property investment markets. This can affect the value of the investments of the Fund.

Experienced Developer

The Trustee believes that the Development Manager and Delivery Manager have the necessary skills and experience to mitigate the risks within their control to a level commensurate with the potential return offered by the development opportunity.

Sales Risk Risk that the project has not been accepted by the market and sales will not be sufficient to initially repay senior and mezzanine debt.

The Quays has high precommitment levels As described in Section 9 of this document, there are high levels of precommitment in The Quays.

Settlement Risk / Property Market Risk Risk that a significant number of sales do not settle that would lead to an in ability to repay Senior and Mezzanine debt.

High presales to debt cover has been achieved Senior and Mezzanine Debt have presales cover as described in Section 9 of this IM. Prior to drawdown the Trustee requires presales cover of Senior and Mezzanine Debt as described in Section 9 of this IM. Presales require a 10% deposit and the Trustee will obtain an expert review of the enforceability of presale contracts prior to drawdown.


Planning Risk Planning approvals for developments may be delayed or denied or not granted in the anticipated form, which may slow or prevent development.

Necessary Planning Approvals are in place Planning permit no. 2010/026167 was issued by the Responsible Authority, the Minister for Planning. The permit is subject to 28 conditions which the Trustee believes will be satisfied as required in the normal course of development.

Construction and Delivery Risk Developer may not be able to appoint a builder of appropriate capability and capacity to deliver the project on acceptable terms. Completion of the development may be delayed due to unforeseen circumstances which may result in increased costs and lower returns on an investment.

Brookfield Multiplex has been appointed as builder Construction commenced in February 2012 with Brookfield Multiplex Constructions (BMC) appointed to conduct an early works package.

Prior to initial drawdown under the Mezzanine Facility, a construction contract is required to be executed by the Developer which is expected to include the following terms:

Fixed time and cost, based on industry Australian Standard (AS 4300);

The Builder takes construction and design risk; Performance security in the form of bank guarantee to the value

of 5% of the contract; Parent guarantee for performance of the contract from BMC’s

parent, Brookfield Multiplex Ltd (BML). The consolidated BML group had net assets of approx $1.8 billion at 31 December 2011,

The Builder takes responsibility for all delays (including industrial action) except for specific items identified in the building contract; and

If the builder is responsible for delays, the Developer is entitled to liquidated damages of up to $70,000 per day. This is estimated to be sufficient to cover holding costs including interest costs for the expected Senior and Mezzanine debt.

Design Delivery and Documentation Risk The Quays project is not delivered in accordance with requirements of the contracts of sale and requirements under the Stage Development Agreement.

The Builder to take design risk The builder assumes design risk under the contract. Design documentation is ‘back to back’ with the design requirements of the sales contract, planning permit and the key requirements of the Stage Development Agreement. The builder and consultants are required to take out professional indemnity insurance. The builder and key consultants certify on a monthly basis that the building is being constructed consistently with the approved plans and specifications.


Finance and Equity Risk Risk that the project cannot be financed on acceptable terms.

The senior facility has been provided by ANZ and NAB The Developer has agreed funding terms with ANZ and NAB to provide senior funding for construction, design and other development costs. All conditions precedent to the initial senior funding draw must be satisfied before the Developer may draw on the Mezzanine Loan. MAB equity is invested prior to Senior and Mezzanine Finance. All Developer equity will be invested prior to any drawings under the Mezzanine Loan.

Partly Paid Security Units under the Offer will be issued on a partly paid basis. If Unitholders fail to meet their obligations with respect to payment of the Final Instalment as and when due, defaulting Unitholders’ Units may be forfeited. If the Trustee is unable to sell all forfeited Units for an amount that covers the unpaid instalment there is a risk that the Fund will have insufficient funds available to meet its obligations to provide the Mezzanine Loan Facility.

The Trustee has the right to sell forfeited Units to raise any unpaid called instalments. The Trustee has a right to cancel part of the facility. The Mezzanine Facility provides that if the Trustee has made reasonable endeavours to obtain payment of the outstanding funds, the Trustee may cancel the Instalment 2 Sublimit to the extent of the shortfall without penalty.

Interest Rate Risk Increases in interest rates or duration may affect the availability or cost of borrowings.

Interest rates proposed to be hedged The Developer is required to hedge at least 70% of the forecast project cash flows prior to the initial drawdown of the Mezzanine Facility. The building contract is proposed to be a ‘fixed time’ contract with liquidated damages to cover senior and mezzanine interest if the delay is caused by the builder (refer ‘’Construction and Delivery Risk’ above for further details).The project feasibility carries significant contingencies to cover increased finance costs.

Environmental Environmental issues such as land contamination may delay or significantly increase the cost of developments.

Environmental Statement of Audit will be issued prior to initial draw. URS Australia Pty Ltd was engaged as environmental consultant to conduct an investigation into the environmental status of the Quays site. The investigation identified and defined the necessary remediation works required for the site. All remediation works have been carried out under an environmental works plan approved by the environmental auditor, Senversa Pty Ltd.

It is expected that the auditor will issue a Statement of Environmental Audit on behalf of the EPA confirming that the site is fit for its intended use. Receipt of this Statement is as prerequisite to initial draw down.

The construction contract requires the Builder to carry out all future works on site in accordance with the Site Based Environmental Management Plan approved by the auditor.


Insurable risks Contract works, public liability, professional indemnity.

Insurances have been put in place The Builder is required to insure the works under the contract including professional indemnity, public liability, workers compensation and plant and equipment. The Developer is required to obtain additional professional indemnity and public liability cover.

Cost Risk including inflation and escalating construction costs Higher than expected inflation rates generally, or increases in prices in a particular building sector, may increase construction costs.

Major costs are locked in and MAB Corporation Pty Ltd provides a $7 million guarantee for cost overruns.

Major costs have been agreed and contracted to the extent possible including: Construction and Design Costs (as described above) Interest rates have been hedged (as described above)

The Development Feasibility has approximately $13.8 million in fully funded contingencies. In addition, MAB Corporation Pty Ltd has agreed to provide a corporate guarantee to fund additional costs up to $7 million. The combined contingencies and guarantee is approximately $20.8 million or 9.4% of variable project costs.

Changes in the law or government policy Changes in income tax, indirect tax or stamp duty legislation or policy, particularly with regard to property development and investment activity, may affect the Fund’s returns. Such changes can result in the distribution policy of the Fund having to change.

These changes are not in the control of the Trustee and as they cannot be foreseen, the Trustee will attempt to anticipate or respond to any such changes in whatever manner seems practical and in the interests of Unitholders.

Taxation The Fund is subject to Australian tax legislation. To the extent that legislation or administrative practice changes in a jurisdiction this may impact on the returns to Unitholders.

Refer to Appendix G.


14. Trust Deed and Operation of Fund Trust Deed

The Fund will be governed by a Trust Deed. The following summary outlines some of the key terms of the Trust Deed.

Unitholders’ Rights and Obligations

The beneficial interest in the Fund is divided into Units. Each Unit confers on the Unitholder a beneficial interest in the Fund as an entirety and does not confer an interest in a particular part of the Fund or the Fund’s assets.

Units

Different classes of Units may be issued. A class of Unit other than A Class Units may only be issued by the Trustee if the issue is approved by a special resolution. All Units of a class are of equal value. Subject to the rights and obligations attaching to any particular class of Unit, an Investor is entitled to the distributable income of the Fund in proportion to the number of Units held by it.

MAB Funds intends to issue a notice to registered Unitholders requesting payment of the uncalled amount (being an amount of $0.50 per Unit) no later than 10 days prior to the Final Instalment Payment Date.

MAB Funds will not make a call on the uncalled amount prior to the Final Instalment Payment Date or increase the amount of the Final Instalment. MAB Funds will not accept payment of the Final Instalment until it is called.

Partly Paid Units The A Class Units are being issued by the Trustee on a partly paid basis. Where there is any uncalled amount in respect of a Unit, the Trustee may by notice to the Unitholders call on them to pay all or any part of the uncalled amount in relation to their Units on giving not less than 10 business days’ notice. Failure to pay that call may result in forfeiture of the Investor’s Units in accordance with the Constitution. Forfeiture of Partly Paid Units Failure by an investor to pay a called amount on their partly paid units by the Final Instalment Date may result in forfeiture of the Investor’s Units in accordance with the Constitution. It is the Trustee’s intention to register a Security Interest against Partly Paid Units on the Personal Property Securities Register available under the Personal Property Securities Act 2009 (Cth) (“PPSA). The Trustee’s lien on Partly Paid Units will rank in priority to any other Security Interest in respect of the Partly Paid Units.

Adjusted Commitment

The Trustee may adjust the uncalled amount (to a lesser amount only) in relation to each partly paid A Class Unit prior to the end of the Investment Period (being the period ending 12 months after the issue of the A Class Units). Any reduced amount is referred to as the “Adjusted Uncalled Amount”.

Issue Price of Units

The Trust Deed contains provisions for calculating the Issue Price of Units.

Income

The Trustee shall, in each year, determine the net income of the Fund in accordance with Australian Accounting Standards and the extent to which reserves or provisions must be made.

The distributable amount for each distribution period (generally 12 months) is the net income of the Fund for that period plus any additional amount (including capital) that the Trustee determines is to be distributed. In the last distribution period for a financial year, the distributable amount is the net income of the Fund (as determined in accordance with the Income Tax Assessment Act 1936) for that year less the amount already distributed in that year, plus any additional amount (including capital) that the Trustee determines is to be distributed.


Unitholders on the last day of a distribution period have a vested and indefeasible interest in the distributable amount as determined by the Trustee for that distribution period.

Redemption and Transfer

Unitholders are not entitled to require redemption of their Units before the termination of the Fund. The Trust Deed allows the Trustee to redeem Units upon request, in its discretion. The Trustee does not intend to permit the redemption of Units during the term of the Fund. Investors are expected to receive funds during the winding up of the Fund (which may or may not involve redemption of the Units following the repayment of the Facility).

Liability of Unitholders

Each Unitholder’s liability under the Trust Deed is limited to the amount (if any) that remains unpaid in relation to the Unitholder’s Units. However, the ultimate liability of unitholders in a unit trust in the event that the liabilities of the Fund exceed its assets has not been finally determined by the courts.

The Trustee may also forfeit partly paid units which are not paid for upon the issue of a ‘Call’ by the Trustee.

Trustee’s powers and duties

The Trustee holds the Fund’s assets on trust and may manage the assets as if it were the absolute and beneficial owner of them.

The Trustee may appoint delegates or agents (including custodians) to perform any act or exercise any of its powers, as well as advisers, to assist it with its duties and functions.

Valuation of assets

The Trustee may at any time cause the valuation of any asset of the Fund and must do so if and when required by the Corporations Act. The value of an asset will be its market value unless the Trustee determines otherwise.

Trustee’s limitation of liability

The Trustee will not be liable for any loss or damage to any person (including any Unitholder) unless it acted other than in accordance with the Trust Deed and without a belief held in good faith that it was acting in accordance with the Trust Deed. In any case, the liability of the Trustee is limited to the assets of the Fund from which the Trustee is indemnified.

The Trustee has a right to be fully indemnified out of the assets of the Fund in respect of all expenses, liabilities, costs and any other matters incurred by it in connection with the Fund and against all actions, proceedings, costs, claims and demands brought against it in its capacity as Trustee of the Fund except in the case of its own fraud, negligence or willful default or in respect of overhead expenses of the Trustee.

Remuneration and recovery of expenses

The Trustee will charge a base fee for the administration and management of the Fund. The fee is calculated as 0.5% (plus GST) per annum of committed equity to the Fund. This will be paid directly by the Developer.

In addition to the above fees and any other right of indemnity under the Constitution or the law, the Trustee is indemnified and entitled to be reimbursed out of the assets of the Fund for all expenses properly incurred in connection with the Fund or in performing its obligations under the Constitution.

The Constitution contains a detailed list of expenses that may be recovered by the Trustee.

Duration of Fund and termination


The Trust Deed provides that the Fund will terminate on a date specified by the Trustee in a notice to investors. The Trustee will do so following final distribution of funds to investors. The Fund may also be terminated by law.

On termination of the Fund, the assets of the Fund will be realised by the Trustee and the net proceeds from realisation will be distributed among the Unitholders in proportion to the number of Units they hold. The Trustee will be entitled to retain from the proceeds of the realisation of assets, expenses incurred or likely to be incurred in connection with the winding up of the Fund.

Amendment of Trust Deed or of any contract with Unitholders

The Trustee may amend the Trust Deed if it considers that the amendment will not adversely affect Unitholders’ rights. Otherwise, the Trust Deed may be amended by way of a special resolution of Unitholders.

To the extent that any contract or obligation arises in connection with the acceptance by the Trustee of an Application or reliance on this IM by a Unitholder, any amendment to the Trust Deed may vary or cancel that contract or obligation. Further, that contract or obligation may be varied or cancelled by a deed executed by the Trustee with the approval of a special resolution of Unitholders, or without that approval if the Trustee considers the variation or cancellation will not materially and adversely affect Unitholders’ rights.

15. Unitholder Communications and Availability of Documents The Trustee will provide the following documents to Unitholders.

Quarterly Progress Report;

Annual Audited Accounts; and

Tax and Distribution Statements.

The Trustee will provide to investors a copy of the Trust Deed and Mezzanine Facility Agreement free of charge upon request in writing to MAB Funds. The Trust Deed and Mezzanine Facility Agreement do not form part of this IM.


16. Privacy Statement By lodging an Application Form, you are disclosing personal information. MAB Funds uses this information, and any additional information it may collect from you in the future, for the primary purpose of providing you with this Investment product (including assessing your Application and identifying you). This information will also be collected for the related purposes of administering and managing your Investment and complying with Australian taxation laws, the Corporations Act and other laws.

Unless you request otherwise, MAB Funds may also use your information to forward to you, from time to time, details of other investment opportunities from across the MAB Corporation Group in which you may be interested.

If you do not include your contact details and other information in your Application Form, MAB Funds may not be able to process your Application, administer or manage your Investment or tell you about other investment opportunities in which you may be interested.

The types of organisations to which MAB Funds might disclose your personal information include:

Organisations involved in providing, administering or managing your Investment technology, mailing, posting or printing services and MAB Funds advisers;

Companies in the MAB Corporation Group that wish to tell you about other investment opportunities in which you may be interested, and their service providers, except where you request not to receive such information;

The Australian Taxation Office, the US Internal Revenue Service and other government or regulatory bodies;

Your financial adviser and their service providers and any joint holder of your Investment (if any); and Those where you have consented to such disclosure, or as required or authorised by law.

Your information may only be used in connection with the purposes for which it is collected.

You can gain access to the personal information MAB Funds holds about you, subject to some exceptions allowed by law. MAB Funds will provide an explanation if it denies access.

Please contact MAB Funds on (03) 8681 2222, or by writing to MAB Funds at the address listed on the inside back cover of this IM, if you have any questions about how your personal information is looked after, or if you wish to access or update the personal information that it holds about you.

MAB Funds’ privacy policy sets out MAB Funds policies on management of personal information. Please contact MAB Funds if you would like further information about or a copy of this privacy policy.

For more information about privacy generally, you can visit the Privacy Commissioner’s website at www.privacy.gov.au or contact the Privacy Commissioner’s hotline on 1300 363 992.


17. Complaints, Dispute Resolution and Conflict of Interest 17.1 Complaints and Dispute Resolution Representatives of the Trustee are available between 8.30 am and 5.30 pm (Melbourne time), Monday to Friday by calling (03) 8681 2222.

If Unitholders have a concern, they should write to the Trustee at the address below or call the number above.

MAB Funds Management Limited PO Box 7657 St Kilda Road, Melbourne, Victoria. 8004, Australia.

MAB Funds will acknowledge your concern, investigate it and report back to you.

If you are dissatisfied with MAB Funds’ response, you may raise the matter directly with the Financial Ombudsman Service Limited (FOS). The contact details are:

Financial Ombudsman Service Limited GPO Box 3, Melbourne VIC 3001 (Australia) Telephone: 1300 78 08 08

17.2 Conflict of Interest MAB Funds has a conflict of interest policy which outlines procedures to be implemented to manage any conflicts of interest that may arise. A copy of the policy is available by request from MAB Funds, please refer to section 17.1 for contact details.

It should be noted that under the terms of the Trust Deed, a meeting of unitholders can be called by members who hold interests carrying at least 5% of votes that may be cast at a meeting. Further, the Trustee shall retire if a Special Resolution of members is passed to remove the Trustee. A Special Resolution is passed by a majority of not less than 75% by value of the Units on issue voting on that resolution.


18. Glossary In this IM, the following terms have the following meanings, unless the context otherwise requires:

Term Meaning Allotment The issue of partly paid units under this IM. Applicant Person who submits an Application. Application An application for Units pursuant to this IM. Application Monies Monies received from Applicants in respect of their Applications. Borrower Refers to Quays Towers Finance Ltd and has the same meaning as defined in

the Mezzanine Facility Agreement (Appendix E). CGT Capital Gains Tax. Commencement Date The Commencement Date in respect of Issue 1 is the date, as notified by the

Trustee, that the Units have been issued. The Commencement Date in respect of Issue 2 is the date, as notified by the Trustee, that the second instalment has been applied to the unpaid portion of the Units.

Corporations Act Corporations Act 2001 (Cth), as amended. CPI Consumer Price Index. Development Project Project involving redevelopment through capital expenditure other than

maintenance. Director A director of MAB Corporation. Final Instalment $0.50 per Unit subject unless the Trustee in its discretion calls a lower amount. Final Instalment Payment Date The date the final instalment is due for payment, currently forecast to be 7

December 2012. First Instalment $0.50 per Unit payable on Application. Fund The MAB Quays Mezzanine Fund, an unregistered managed investment

scheme. GST Goods and services tax. The Quays / The project The development project referred to in this IM to be constructed on the land as

described in section 5. The Developer / The Quays Joint Venture

Is the Developer of The Quays project and has the meaning described in section 12.1.

Issue Price $1.00 per Unit. IM, Information Memorandum This Information Memorandum. Loan to Cost Ratio (LCR) Combined Debt Facility (Senior and Mezzanine) divided by fundable

development costs. Loan to Value Ratio (LVR) Combined Debt Facility (Senior and Mezzanine) divided by gross value as value

(net of GST) as determined in the Valuation Executive Summary. MAB MAB is a ‘group’ of companies and trusts ultimately beneficially owned by

Michael and Andrew Buxton’s family groups. MAB Corporation Pty Ltd MAB Corporation Pty Ltd (ACN 065 207 230) specifically, acting as trustee for

the MAB Unit Trust. MAB Funds MAB Funds Management Limited (ACN 098 846 701). Mezzanine Loan / Facility The loan / facility provided by the Fund as described section 11. Owners and Beneficiaries Equity

Owners and Beneficiaries Equity include advances from beneficiaries and undrawn profit entitlements that are not classified as external liabilities in the MAB Group combined balance sheet to the extent that they will not be called to


Term Meaning be repaid in the next financial year, and includes revaluation reserves and retained profit.

Project / Quays The development project referred to in this IM to be constructed on the land as described in section 5.

Property or Properties The land described in section 5. Senior Debt/Senior Facility The senior debt construction facility provided by National Australia Bank and

Australia and New Zealand Banking Group Limited to the Developer in relation to the Project.

Sponsor Relates to the finance documentation and refers to MAB Corporation Pty Ltd and has the same meaning as defined in the Mezzanine Facility Agreement (Appendix E).

Sqm / m2 Square metres. Trust Deed The Trust Deed of the Fund, as amended or replaced, and described in this

document. Trustee MAB Funds Management Limited (ACN 098 846 701) in its capacity as trustee

of the Fund. Uncalled Amount The amount of the Issue Price which has not been paid or called. Variable Project Costs Total project costs excluding land at valuation, contingencies and costs incurred

to 31 March 2012 (approximately $17 million).


19. Corporate Directory Trustee of the Fund MAB Funds Management Limited Level 5 441 St Kilda Road Melbourne Victoria 3004 Australia

Directors of the Trustee Andrew Buxton Michael Buxton Nicholas Gray Legal Advisers to the Trustee Minter Ellison Rialto Towers 525 Collins Street Melbourne Victoria 3000 Australia Accountants Pitcher Partners Level 19 15 William Street Melbourne Victoria 3000

ME_97293156_1 (W2007)

Appendix A – Valuation Executive Summary

Appendix B – Details of Project Team MAB Residential Development Team (Development Managers) MAB has a Residential Development team which has extensive experience in all aspects of property development. The team includes:

Kevin Hunt General Manager, Residential Kevin was previously Chief Executive Officer of Mirvac Victoria and has been instrumental in planning and delivering landmark projects including Beacon Cove, SY21, The Melbournian, Yarra’s Edge, Waverley Gardens and the Heath. In 2005 he established boutique Developer KSK Property Group which, in conjunction with Walker Corporation, won the development rights to the redevelopment of the former Kew Cottages. Kevin has a track record in delivering master planned, mixed use, inner city communities.

Richard Marshall, C.A., B.Ec Senior Manager - Capital and Commercial Manager Richard is a Chartered Accountant with 16 years experience in the property industry. He has been involved with the NewQuay project since its inception in 2000, including Project Director of NewQuay for three years. He also has extensive experience in finance, structuring and capital solutions, within MAB’s development and funds management teams. Prior to joining MAB, Richard was with Melbourne property developer Wilbow Corporation for five years and worked in public practice for seven years at BE Partners and Ernst and Young.

David Allt-Graham B.P.D (Arch), B.Arch. B.P.C Project Director David commenced working for MAB Corporation in July 2008 as a Residential Development Manager. His qualifications include a Bachelor of Planning and Design (University of Melbourne), Bachelor of Architecture (honours, University of Melbourne) and Bachelor of Property and Construction (University of Melbourne). David is a registered Architect and is currently completing his Master of Business Administration at Monash University. David has experience working on a number of large developments including Victoria Harbour, Parkville Gardens, the New Royal Children’s Hospital and St Kilda triangle.

Tristan Fusinato Senior Development Manager Tristan joined MAB as Senior Development Manager in February 2011 working solely on The Quays. He has 14 years experience in residential, commercial, retail and industrial development and construction in Melbourne, Sydney, Singapore and Malaysia. Previous companies include Multiplex Constructions, Australand and Allco Finance Group.

Lily Calhoun Residential Marketing Manager Lily joined MAB in 2009 in the capacity of Residential Marketing Manager and coordinates all marketing activity at NewQuay. Prior to joining MAB, Lily worked for Goodman Group in the United Kingdom as Logistics Marketing Manager. Lily worked for Baracon Group and Mirvac Group for several years prior to joining Goodman.

Rachael Hiscock, Licensed Real Estate Agent Residential Sales Manager Rachael joined MAB in 2003 and has extensive knowledge of the NewQuay precinct having worked on five residential towers as well as the NewQuay West’s luxury townhouses. Prior to working at MAB, Rachael was a Director of Element Real Estate for two years, as well as working on project marketing and sales within Hocking Stuart for 10 years.

David Ward, Licensed Real Estate Agent Residential Sales Manager– External Channels David joined MAB in 2011 to manage the external sales channels both local and offshore. He has a 30-year career in property sales and marketing. During that time, he has held management roles with PRD Realty, Macquarie Bank, Australand and VicUrban, as well as consulting to major property developers. Helen Grieger (Dip. Bus Mkt) Customer Relations Manager Helen joined MAB in December 2010 as Customer Relations Manager. In her role, Helen is responsible for contract processing and client relations for all residential developments within the NewQuay precinct. During her time with MAB she has successfully managed the settlement of three major developments at NewQuay including the successful settlement of over 200 apartments in five business days in December 2011. Having worked in the real estate industry for over six years, Helen has an extensive knowledge of the selling process from contract exchange through to settlement.

The Quays Delivery Management Team (Delivery Manager) MAB has a specialised project delivery management team that contracts with the Developer to provide construction management services. The team includes:

Rod Appleby General Manager – Project Management Rod joined MAB Corporation in November 2011 following 23 years of experience with tier 1 and 2 commercial contractors such as Baulderstone Hornibrook, John Holland, Abigroup, Hansen Yuncken, APM Group and most recently Reed Group. Rod has successfully completed projects ranging in value from $10 to $370 million in roles of project manager, project director, construction manager and general manager.

Julian Charlesworth B. Construction Management (Honours) Senior Project Manager Julian has over 10 years experience in property and construction and joined MAB Corporation in February 2011. During this time, he has successfully delivered HarbourOne and commenced delivery of The Quays Development. Prior to joining MAB, Julian worked as Project Management Consultant delivering commercial and residential projects ranging from $50 to $220 million in value. Prior to this, Julian worked in roles with Baulderstone Hornibrook and Bovis Lend Lease.

Tony Fargetta, B. Civil Engineering (Honours) Civil Project Manager Tony Fargetta has been working for MAB Corporation since November 2007 as the Civil Project Manager. Tony is responsible for coordinating the utility servicing and design, and construction of the infrastructure components for MAB’s projects at NewQuay, University Hill and various Business Parks projects. Tony has previously worked in Local Government and for VicRoads as a Project Delivery Engineer working on municipal capital works projects and major road construction projects.

Appendix C – Summary of Key Legal Documents Prior to draw down under Mezzanine Facility, the Developer must finalise the following documents with terms generally in accordance with the terms summarised below.

1. Syndicated Facility Agreement (Senior Debt Construction Facility) A Syndicated Facility Agreement will be entered into between (among others) Quays Towers Finance Pty Ltd (as Borrower) and National Australia Bank Ltd Australia and New Zealand Banking Group Limited (as Senior Financiers) for the provision of a $198 million development and construction facility. Facility

The main facility is available in tranches of $143 million and $55 million respectively for stage 1 and 2 (described below). Purpose

The purpose of the facility is to fund “Approved Development Costs” associated with the Project. Various sub-limits will be described in the agreement, although these may be reallocated in some circumstances. Term

The facility terminates on 30 April 2014. Interest and Fees Interest and fees will be capitalised monthly under the agreement, up to a sub-limit of $17.7 million. If the capitalisation limit has been reached, or an event of default or review event is subsisting under this agreement, then interest and fees cannot be capitalised with out financier consent. Interest accrues at a per annum rate of 1.75% plus the appropriate Bank Bill Rate (BBSY). A default interest rate is payable at an additional rate of 4% per annum. A Line Fee is payable at a rate of 1.75% on the Total Facility Limit. Security providers Amounts owing pursuant to facility agreement will been guaranteed by a number of MAB entities, including The Quays Towers Pty Ltd, The Quays Towers Delivery Pty Ltd and limited guarantees from MAB Docklands Pty Ltd and MAB Corporation Pty Ltd and the directors of those entities. Senior Financiers Each of the Senior Financiers will have the ability to syndicate its exposure under this facility agreement.

2. Senior Facility Securities The Senior Financiers will be granted the following security: (a) real property mortgages;

(b) fixed and floating charges over the whole of the assets and undertakings of:

(i) Quays Towers Finance Pty Ltd (ii) The Quays Towers Delivery Pty Ltd; (iii) The Quays Towers Pty Ltd

(c) fixed and floating charges over: (i) MAB Docklands Pty Ltd limited to the Project Assets, and (ii) Shareholder guarantors Backgrove Pty Ltd and Hillgarth Pty Ltd limited to the aggregate of:

(A) the Project Assets: and (B) shares in The Quays Towers Pty Ltd;

3. Deed of Priority and Subordination/Security Trust Deed

Each of the Senior Financiers and MAB Funds as mezzanine financier will have security over the assets of the Project. The Deed of Priority and Subordination will regulate: (a) the rights of both the Senior Financiers and MAB Funds in relation to those securities;

(b) the order in which the Senior Financiers and MAB Funds will be repaid.

The Deed of Priority and Subordination will provide that: (c) the mezzanine lender may not receive any payments of interest or principal until the Senior Financiers

has been fully and finally repaid; and

(d) any security granted to a m ezzanine lender in relation to the Project may not be enf orced by the mezzanine lender until the Senior Financiers has been fully and finally repaid.

(e) the other terms of the Deed of Priority and Subordination will be finalised between the Senior Financier, MAB Funds and the Borrower. These terms are expected to include provisions which: (i) regulate the amendments which may be made to the Senior Facility Agreement (including in relation to

any Senior Debt); (ii) allow the mezzanine lender to ‘buy out’ all of the interests of the Senior Financiers in relation to the

Project in order to prevent the Senior Financiers exercising its enforcement rights. (iii) MAB Funds may not assign its interest in the Mezzanine Loan without the consent of the Senior

Financier. 4. Land ownership

The land (as described in section 5.1) will be owned by The Quays Towers Pty Ltd as trustee and nominee for MAB Docklands Pty Ltd. MAB Docklands Pty Ltd acts in its capacity as nominee and trustee under the MAB Docklands JV Agreement dated 18 November 1999 between MAB Docklands, Hillgarth Pty Ltd, Backgrove Pty Ltd and Yarranova Pty Ltd.

5. Delivery Agreement

The developer is obliged to undertake the development in accordance with the Stage Development Agreement entered into with Places Victoria. A Finance and Development Agreement has been entered into between The Quays Towers Pty Ltd and The Quays Towers Delivery Pty Ltd (“Delivery Agreement”). Pursuant to the Delivery Agreement, The Quays Towers Delivery Pty Ltd will undertake to develop the project in accordance with the requirements of the Stage Development Agreement. The Quays Delivery Pty Ltd will be entitled to fees as follows: (a) a project management fee (approximately 0.5% of sales) and development management fee

(approximately 0.9% of construction) as described in section 4 of this IM. These fees are costed in the feasibility, payable during the project and fully funded under the Senior Facility.

(b) a delivery fee based on approximately 4% percentage of the contract value. This fee is not payable until the Senior and Mezzanine Financiers have been fully and finally repaid.

6. Design and Construction Contract Parties The Principal under the Design and Construction Contract (“Contract”) is The Quays Tower Delivery Pty Ltd. The Contractor under the Contract is Brookfield Multiplex Constructions Pty Ltd.

Works There are two stages handed over in four Separable Portions. The dates for Practical Completion (“PC”) under the contract are as follows:

Stage Description Separable portion

Contractual PC Date

1 Podium apartments and retail South Tower up to level 24 South Tower levels 25 - 32

1 2 3

18 October 2013 24 October 2013

11 December 2013 2 North Tower Apartments and Retail 4 11 December 2013

Contract Sum The Contract Sum is a fixed lump sum of approximately $180 million (excluding GST) which includes all novated consultant’s fees and Provisional Sums (which may be adjusted in some circumstances, including where there is a variation to the works, or discovery of a latent condition).

Risk and liability

The Contractor will bear all risks and responsibilities of the accuracy and sufficiency of the approved design and construction of the Works. The Contractor bears all risk of delay to the progress of the Works, other than particular stated exceptions including:

(a) delay or disruption caused by the Principal; the Superintendent (as defined in the Contract) or an employee, consultant or agent of the Principal or Superintendent);

(b) a variation of the Contract, except where directed due to defective work or other breach by the contractor;

(c) delay or legislative change by a municipal, public or statutory authority not caused by the Contractor; (d) a breach of an express term of the Contract by the Principal; (e) Metropolitan Melbourne wide industrial dispute that effects the site directed at or caused by or

contributed to by the Contractor; (f) a Force Majeure Event (as defined in the Contract) not in the reasonable control of the Contractor. Performance Security

The Contractor will provide performance security of an amount equal to 5% of the Contract Sum. Half of the performance security will be released at practical completion, and the remainder at the expiry of the defects liability period. Insurances

The Contractor is required under the Contract to obtain and effect contract works insurance, public liability insurance (for not less than $100 million), professional indemnity insurance (for not less than $20 million) and other insurances usual for a project of this nature. Liquidated Damages

If the Contractor fails to reach Practical Completion by the relevant Date for Practical Completion, the Contractor must pay liquidated damages at the rate of approximately $70,000 per day apportioned across the four separable portions. The contract will cap the liability at approximately 15% of the contract sum.

Standard provisions

The Contract includes standard provisions dealing with default by the Contractor and the Contractor’s insolvency. The consequences of breach can be termination of the Contract, or removal of some or all of the works to be completed pursuant to the Contract.

Maximum liability

The Contractor’s liability under the Contract is limited in aggregate to the Maximum Liability Amount, being the sum of the insurance proceeds and at least 50% of the Contract Sum.

7. Parent Guarantee The performance of Brookfield Multiplex Constructions Pty Ltd under the construction contract is guaranteed by Brookfield Multiplex Pty Limited. This further security is provided in addition to the Performance Security.

8. Stage Development Agreement Background

In 1998, Yarranova Pty Ltd (a MAB Entity) entered into a Precinct Development Agreement with the Docklands Authority (now Places Victoria) for the development of the area known as the “Business Park Precinct, Docklands Area”. For each stage of the development of the Docklands Precinct, Yarranova, or a nominee of Yarranova, enters into a Staged Development Agreement (“SDA”). That agreement governs how the particular stage is to be developed and used. Parties

The parties to the SDA are The Quays Towers Pty Ltd (as the nominee of Yarranova Pty Ltd) and Places Victoria. Development & Design

Under the SDA, The Quays Towers Pty Ltd warrants to develop the land in accordance with the SDA. The Construction Contract has been drafted to pass through the Developer’s key risks under the SDA to the Contractor. The Developer must develop and complete the detailed design of the “Developer’s Project” Project Infrastructure

Obligations under the SDA with respect to Infrastructure and the co-ordination of infrastructure are passed through to the Contractor under the Construction Contract. Public Realm The developer has obligations to improve some public realm areas. The scope and costs are agreed and provided for in the project feasibility. Construction The Developer provides general construction warranties and undertakings.

Environmental Obligations The Site Based Environmental Management Plan has been prepared by the Developer and approved by Places Victoria as required in the SDA. T he Contractor is required to comply with the Site Based Environmental Management Plan, which is included as an annexure to the Construction Contract. The Developer’s ongoing

obligations with respect to the Site Based Environmental Management Plan have been passed through to the Contractor under the Construction Contract. Time

The Developer must ensure that Stage Practical Completion for each Stage of the Works is achieved by the date for Stage Practical Completion. The milestone dates for Stage Practical Completion under the SDA are summarised below. Each date provides approximately 12 months buffer to the Contractual Date for Practical Completion (PC) under the Construction Contract.

Milestone Description Proposed Date for PC under Building Contract SDA Milestone Buffer

Stage Practical Completion of Stage A - C

Podium and Carpark and associated public realm 18 October 2013 October 2014 12

Months Stage Practical

Completion of Stage D South Tower up to and

including Level 24 24 October 2013 March 2015 16 Months

Stage Practical Completion of Stage E - G

South Tower from Level 25 to Roof, North tower and associated Public Realm

11 December 2013 March 2016 27 Months

Stage Practical Completion of Stage H Conder Plaza (Public Realm) 11 December 2013 December 2014 12

Months

The Developer has rights to extend these dates in limited circumstances. However, Project Practical Completion must occur before the Date for Project Practical Completion, proposed to be 72 months after the date of the SDA. Default Event If a default event occurs under the SDA (including events such as failure to meet milestone dates, the occurrence of an Insolvency Event in relation to the Developer, a decision by the financiers to cease funding or a breach of the SDA) and such default is not cured within 30 days of receipt of notice from Places Victoria, Places Victoria may terminate the SDA. The financiers have an ability to cure under the Concession Deed (refer below). 9. Concession Deed The Financiers’ Concession Deed is a deed entered into between The Quays Towers Pty Ltd, Places Victoria, the Senior Financiers and MAB Funds (among others). The deed regulates the relationship between Places Victoria and the financiers, and provides among other things as follows:

a) The parties agree in favour of the Senior Financiers and MAB Funds that they will not materially amend or vary the Stage Development Agreement without the prior written consent of the Senior Financiers (or following repayment of the Senior Financiers, MAB Funds);

b) Places Victoria agrees that where a default has occurred under the Stage Development Agreement, the Senior Financiers and MAB Funds will be given the opportunity to cure that default. The time provided to the financiers to cure defaults is 15 days for payment defaults and a longer time (taking into account what is reasonable in the circumstances) for non-payment defaults;

c) Places Victoria agrees not to terminate the Stage Development Agreement unless it has given notice to the Senior Financiers and MAB Funds of that default and:

i. the default has not been cured in the time required to cure it;

ii. the Senior Financiers or, following repayment of the Senior Financiers, MAB Funds has advised it will not cure the default; or

iii. the default cannot be cured and 20 business Days have passed and the Senior Financiers and (if relevant) MAB Funds have not complied with clauses 19.4 or 19.5 of the Staged Development Agreement (which may require the payment of compensation to Places Victoria or the compliance with other reasonable requirements of Places Victoria); and

d) Places Victoria agrees it will not withhold or delay its consent to the Senior Financiers or (following repayment of the Senior Financiers, MAB Funds) disposing of the Project where the purchaser assumes the obligations of the Developer under the SDA has acceptable capability and financial capacity.

Appendix D – Project Details

Project Description

South Tower The South Tower comprises a total of 275 apartments including a mix of 1, 2 and 3 bedroom apartments, ranging from 50 -116m2, with one smaller apartment of 42m2. The tower consists of a Podium section from levels 2-6. From levels 7-32, the floor plans for each level are generally repeated with each level consisting of 10 apartments. Each apartment has a different layout and achieves different views from the towers panoramic outlook.

North Tower The North Tower contains a total of 246 apartments including a mix of 1, 2 and 3 bedroom apartments, ranging from 50 -101m2. The tower consists of a Podium section from levels 2 – 6. From levels 7-27, the floor plans for each level are generally repeated with each level consisting of 10 apartments. Each apartment has a different layout and achieves different views from the tower’s panoramic outlook. Podium The Podium contains a total of 96 apartments over six levels which surround the buildings carpark at the west end of the site. The floor plans for each level are generally repeated with each level consisting of 16 apartments. Each apartment has a different layout and achieves different views from the different location as the apartments wrap around the edge of the building. The Podium apartments have been sold as serviced apartments with a three year rental guarantee. A total of 28 apartments over four levels within the southern Podium fronting the proposed Marmion Place. The floor plan on each level will be identical, comprising six 1 bedroom and one 2 bedroom apartments. Each Podium apartment will have an attached balcony. These apartments will have their own dedicated foyer.

Podium Car Park Car parking will be provided within the Podium section of the building, extending over levels 1-6, which includes an additional 3A level. The podium contains of 539 car spaces which includes: three retail spaces, four disabled spaces and 532 spaces allocated to apartments. There are also 29 storage compartments throughout the car park, which are allocated to apartments.

Retail / Commercial The ground floor will comprise of six retail / commercial lots, one surrounding the buildings perimeter. Two of these lots will be occupied by Docklands Apartments Grand Mercure (DAGM), who is the serviced apartment operator. The lot on the corner of Aquitania and Palmyra Way will be a café/restaurant. There are two tenancies along Harbour Esplanade that provide good street frontage and opportunity for future tenants. The remaining tenancy is at the end of the Marmion Place cul de sac and would suite a range of future tenancies.

Common Property The ground floor offers two internal laneways which are to provide a public thoroughfare to Conder Plaza. Both these spaces will incorporate public art and will be accessible to the public for 12 hours daily. The ground floor will also contain a large bicycle storage facility for residents and staff. Also on the ground floor are a number of residents’ facilities which include: 25 metre lap pool, spa, sauna, gym, and yoga room. There are a number of resident’s facilities on level 1 which include: cinema room, boardroom and meeting facilities, lounge/library and a communal kitchen. The rooftop of the Podium above level 6 includes a number of resident’s facilities such as: tennis court, BBQ facilities and seating areas formed by the planter arrangement.

General Construction The building will be of a good quality contemporary construction, with the following specifications: External Walls - a combination of concrete, glass, aluminium, together with prefinished metal, applied

and lightweight panels. Internal Walls - unit boundary walls - Fire rated masonry/concrete/framed plasterboard. Dividing Walls - framed plasterboard. Ceilings - painted plasterboard. Flooring - reinforced concrete. Windows - combination of glazed curtain wall and glazed powder coated aluminium. Roof - metal deck on structural steel/Reinforced concrete with applied membrane.

Balconies - tiled floor glazed/concrete handrails. Apartment services:

Heating/cooling - reverse cycle split system air conditioning. Hot water - central gas hot water system. Lighting – combination of Oyster and low voltage down light fittings. Electrical outlets for PTV and MATV broadband internet and telephone. Security - audio intercom to apartment and security access to entrance foyer and car park. Common property - security lift access to all levels. Fire protection in accordance with BCA. Garbage shute located in tower.

Kitchen

Single bowl sink with swivel spout. Fully integrated Fisher and Paykel dish drawer dishwasher. Smeg Oven and cook top - four burner and range hood. Joinery - built-in vinyl wrap cupboards with pull out pantry. Bench – reconstituted stone with either colour backed glass or mosaic tile slash backs.

Bathroom

Shower recess with semi-frameless screen with glass door. Chrome accessories and tap ware. Tiling – mosaic and ceramic wall tiles. Vanity unit – acrylic or reconstituted stone built in vanity unit with laminated splash back.

Floor Coverings

Carpet to bedrooms, study areas and living room floor; tiles to all other areas.

Retail / Commercial

The retail commercial space is offered as a “shell” with the following:

Base building airconditioning units. Grease waste and kitchen exhaust provisions to suit food and beverage operations, to selected

tenancies. Connections for sewer, water and power. Connection and greasy waste in some tenancies. Concrete floors with set down.

The Developer may substitute any of the above materials and specifications as provided for in the contracts of sale.

Appendix E – Mezzanine Loan Terms Sheet Part A – Loan Terms Summary

Quays Towers Finance Pty Ltd

Mezzanine Facility Term Sheet MAB Funds Management Ltd

as Trustee for MAB Quays Mezzanine Unit Trust

28 March 2012

1. Parties

Borrower Quays Towers Finance Pty Ltd

Land Owner The Quays Towers Pty Ltd

Developer The Quays Towers Delivery Pty Ltd

Guarantor MAB Corporation Pty Limited (Limited to $7 million in cost overruns, interest and financier enforcement cost)

Shareholder Guarantors Hillgarth Pty Ltd as trustee for the No.5 Trust. Backgrove Pty Ltd as trustee for the No. 1A Trust. MAB Docklands Pty Ltd in its capacity as nominee of Hillgarth Pty Ltd and Backgrove Pty Ltd

Financier

MAB Funds Management Limited as trustee for MAB Quays Mezzanine Unit Trust

2. Facility

Mezzanine Facility

Total Mezzanine Facility amount $37 million consisting of:

Purpose

To fund project costs and / or repatriate equity to the Borrower or sponsor to the extent that equity exceeds $41.8 million.

Instalment Sublimit: 1 2 TotalCommitment $13.0M $13.0M $26.0MInterest Facility $6.4M $4.6M $11.0MTotal Mezzanine Facility $19.4M $17.6M $37.0M

3. Pricing

Establishment and Legal Costs All costs to be paid by the Borrower,

Interest Rate for Mezzanine Loan 18.5% per annum calculated daily and capitalised monthly on: (a) the aggregate of the Instalment 1 Sublimit and previously capitalised interest (in relation to the Instalment 1 Facility) during the relevant Availability Period. (b) the aggregate of the Instalment 2 Sublimit and previously capitalised interest (in relation to the Instalment 2 Facility) during each relevant Availability Period.

Default Interest after the Termination Date 3% p.a. over the applicable Interest Rate.

4. Availability and Repayment

Availability Period Availability Period – Instalment 1 Sublimit: From date of the initial allotment of units in MAB Quays Mezzanine Fund until Termination Date. Availability Period – Instalment 2 Sublimit: From the date the Trustee advises in a notice to unitholders as the date the second instalment has been applied to the unpaid portion of the Units until Termination Date.

Termination Date 27 Months after the commencement of Availability Period for Instalment 1 Sublimit.

Mandatory Repayment Upon repayment of the Senior Facility, all Net Sales Proceeds must be used immediately to repay any part of a drawn Facility.

Voluntary Repayment

The facility may be repaid given 30 days notice in part or whole at any time after twelve months from the initial allotment of units in the fund and any undrawn Commitment cancelled.

5. Financial Covenants

Loan to Value Ratio

At the time of first drawdown under the Mezzanine Facility the Loan to Value Ratio (LVR) must not exceed 71%.

Loan to Cost Ratio

At the time of first drawdown under the Mezzanine Facility the Loan to Cost Ratio (LCR) must not exceed 85%.

6. Documentation

Finance Documents

Finance Documents will be prepared and will include: (a) mezzanine facility agreement (b) intercreditor deed/deed of priority and subordination

between the Borrower, the Landowner, the Developer, the Senior Financiers and the Mezzanine Lender

(c) unlimited guarantee and indemnity from the Developer;

(d) guarantee from each of Shareholder Guarantors limited to the extent of project assets held by that guarantor.

(e) guarantee and indemnity from the Sponsor in respect to costs overruns limited to $7 million;

(f) security documents (the “Securities”) including: (i) mortgage over the Property; (ii) fixed and floating charge granted by the

Borrower, Landowners and Developer. (iii) limited fixed and floating charge granted by the

Shareholder Guarantors and MAB Docklands; (g) Concession Deed between the Borrower, Places

Victoria, the Lender and the Security Trustee; (h) performance bond provided by the Builder for an

amount equivalent to 5% of the Project construction contract sum.

7. Reporting

Reports to Lender and Unitholders

The Borrower will provide all reasonable information necessary for the Lender to provide a quarterly report (or monthly, if requested by the Borrower) to unitholders including the following: (a) construction update (b) forecast date for practical completion (c) cost to complete (d) sales status and marketing update

8. Conditions Conditions Precedent to first drawdown under Instalment 1 Sublimit: The Financier’s obligations to provide any Drawing in relation to

Instalment 1 Sublimit is subject to a number of conditions including the following: Finance and Documentation (a) all Senior and Mezzanine Finance Documents, duly

executed and delivered to the Facility Agent; (b) a legal opinion confirming enforceability of all Finance

Documents; (c) evidence of appropriate insurances (including construction

all risks, public liability and professional indemnity); (d) latest unaudited financial statements for the Developer,

Land Owner, Guarantors and Borrower; (e) a certified copy of executed Senior Finance Documents (f) evidence that the Borrower has satisfied all conditions

precedents necessary to facilitate the initial draw down under Senior Finance Stage 1 Tranche.

Property (g) a letter from Norton Rose addressed to the Lender on the

Property, covering all searches and enquiries; (h) all title documents and any necessary withdrawals or

releases in respect of any interests in or caveats over the Property;

(i) statement of environmental audit report in respect of the Property;

(j) a report from the Valuer (Charter Keck Cramer) summarising the key terms of the Mortgage Valuation provided to the Senior Financiers confirming “as is” value of not less than $24.6 million (exclusive of GST) and an “as if complete” value of not less than $334.2 million (exclusive of GST);

(k) a detailed sales and marketing update in respect to the Project;

(l) a letter from Norton Rose lawyers confirming that gross presales are no less than $217.4 million (net of GST). (one times cover of Senior Facility plus Instalment 1 Sublimit ) The developer may place cash on deposit in lieu of a shortfall in sales up to a maximum of $20 million;

(m) evidence of pre-approval from the Foreign Investment Review Board to sell property to a “foreign person” (as defined under the Foreign Acquisitions and Takeover Act);

(n) certified copy of the Construction Contract; (o) certified copy of the Development Agreement; (p) certified copies of all other Project Documents (excluding

each Sale Contract); (q) evidence that performance bond/s from Builder are held

by the Security Trustee, aggregate amount of not less than 5% of the Construction Contract sum;

(r) copies of all approvals required for the Project, including development approval and building approval;

(s) project feasibility/project budget (including project cash flows)/program;

(t) copy of the Senior Financiers’ Technical Advisors Report and latest monthly report.

Conditions Precedent to drawdown(s) under Instalment 2 Sublimit:

The Financier’s obligations to provide any Drawing in relation to Instalment 2 Sublimit is subject to the conditions precedent that: (a) There are no subsisting events of default under the

Senior Facility Agreement or Mezzanine Facility Agreement

(b) The Financier has received evidence that the Borrower has satisfied the initial conditions precedent for drawings under tranche B of the Senior Facility Agreement

(c) Sufficient Presales Achieved – Instalment 2 Sublimit may be drawn down on a pro-rata basis providing that 1 times presales cover is maintained over the aggregate of the Senior Facility Limit and the Mezzanine Facility (including Instalment 1 Sublimit and the amount to be drawn down under the Instalment 2 Sublimit plus the Instalment 2 Facility Capitalisation Sub-Limit). The developer may place cash on deposit in lieu of a shortfall in sales up to a maximum of $20 million.

(d) a letter from Norton Rose lawyers confirming that the necessary presales required in item 2 above have been achieved;

Part B – Information Undertakings

The Borrower will supply such information as is standard for facilities of this nature, including without limitation each of the following: Financial 1. Unaudited annual Financial Statements for the Borrower, within 120 days of the end of each financial

year; 2. updated Project feasibility, at any time the Borrower becomes aware that there is an unfunded Cost

Overrun for an amount of $ 1.0 million or more; 3. Any information provided to any of its other secured creditors General 4. Notice of the occurrence of any event of default under the Mezzanine Facility Agreement; 5. All material documents, information or notices delivered to its shareholders, Unitholders or

beneficiaries, promptly after they are issued; 6. Notice of any Event of Default, potential Event of Default or Review Event promptly after being issued

by the Senior Lender; and 7. All other information reasonably required by the Financier in relation to the project to facilitate the

preparation by the Trustee of a quarterly report for investors.

Part C – Undertakings

The Borrower will give such undertakings as are standard for facilities of this nature, including without limitation each of the following: 1. To cause the works to be carried out in a good workmanlike manner. 2. To comply with obligations of the Project Documents and Senior Finance Documents and take

reasonable steps to enforce and exercise its powers under those documents. 3. Not to repudiate, release, terminate or materially alter the Project Documents (excluding Contracts of

Sale) except as permitted under the Senior Finance documents 4. Not to repudiate, release, terminate or materially alter a Contract of Sale that results in the aggregate

Gross Sales (net GST) being reduced below the net sales required to comply with the minimum presales conditions under this agreement

5. To ensure that: (a) Project control group (PCG) meetings are held at least quarterly, with a report of each meeting

being made available to the Trustee; (b) the Trustee is given 7 days written notice of each PCG meeting; (c) at least 1 representative of each of the Trustee may attend and participate (but not vote) at

each PCG meeting; and (d) all substantial issues relating to the Project are raised for discussion at PCG meetings and

that no material decision regarding the Project works is taken without prior discussion at a PCG meeting.

6. To ensure a Deposit Account is maintained in the Borrower’s Solicitor’s name with the Facility Agent in

trust for the Land Owner and/or the Purchasers (as required by law); 7. To ensure that all deposits paid under Sale Contracts are paid promptly into the Deposit Account; 8. To open and maintain a Project Account with the Facility Agent; and 9. To ensure that monies are not withdrawn from the Project Account except: (i) to pay amounts

connected to the Project including reimbursing project expenditure paid by the borrower from previous months and (ii) while an Event of Default, potential Event of Default or Review Event subsists, with the prior consent of the Facility Agent;

10. Prior to commencement of the settlement period in respect of any Presale Contract, open and maintain a Proceeds Account in the Borrower’s name, with the Facility Agent;

11. To ensure that all income in respect of the Project is paid promptly into the Proceeds Account, including

all proceeds from sales or funds relating to other secured property, insurance proceeds, proceeds from claims under deposit or performance bonds in favour of a Developer, any other money received in respect of the Project and interest on any of the above.

The Senior Financiers Requirements: 12. While an Event of Default subsists, the Senior Financiers will have exclusive control of the Proceeds

Account; 13. While an Event of Default subsists, the Facility Agent may debit the Deposit Account (if permitted by

law) and Proceeds Account for any amounts due and owing at that time, in satisfaction of secured money; and

14. The Borrower, Developer and Land Owner may not make any withdrawal from the Deposit Account

(unless required by law) and Proceeds Account without Facility Agent consent.

Part D – Events of Default Events of Default will be included in the facility agreement, including without limitation each of the following: 1. Non payment of any amount due and payable under a Finance Document (two business days grace

where due to technical or administrative issues); 2. Breach of any undertaking where in the Lenders opinion the breach is remediable, it is not remedied

within 10 business days of Lender notifying the Borrower of the breach; and 3. Occurrence of an insolvency event in relation to any party to this agreement; 4. Vitiation of Finance Documents; 5. An Event of Default has occurred under the Senior Finance Facility and the Senior Financiers has

elected to enforce its security as a consequence;

6. Any Security Interest over an asset of an Obligor is enforced;

7. An event occurs which causes a Material Adverse Effect.

Under the Facility Agreement, if an Event of Default occurs the Financier may, by notice to the Borrower, declare that all of the Secured Moneys are immediately due and payable and / or cancel the whole or any part of the Commitment with immediate effect. The Financier may also charge interest at the Default Rate. However, the capacity of the Financier to declare the Secured Moneys immediately due and payable, or otherwise be repaid the Secured Moneys, may be restricted by the terms of the Deed of Subordination (which in most circumstances prohibits the Mezzanine Financier from being repaid prior to the Senior Financier).

Final terms will be contained in the Mezzanine Loan Facility Agreement between parties.

Appendix F – Structure Diagram

Appendix G – Taxation Opinion

3

Appendix H – Application Forms

4

Part 1 - Subscription Agreement MAB Quays Mezzanine Fund

This Subscription Agreement must not be handed on.

Fill out this Subscription Agreement if you want to subscribe for Units in the Fund. Follow instructions attached to complete this Subscription Agreement. Print clearly in capital letters using black or blue ink.

A

The Applicant agrees to the following Commitment $A Payable as to 50% on the Commitment Date with the

remaining 50% remaining payable as and when called by the Trustee.

The minimum Commitment is $500,000.00. Thereafter, investments may be made in multiples of $50,000.

B The Application acknowledges and agrees that the Units are Partly Paid Units and undertakes to pay on or before the due date the Uncalled

Amount of 50% of the Issue Price (or any Adjusted Uncalled Amount as determined by the Trustee in its discretion and of which The Trustee gives the Applicant notice) as and when called by the Trustee.

C Applicant details Name ACN/ABN (if applicable)

If an Individual, Date of Birth (dd/mm/yyyy) D Applicant's postal address details- include State and Postcode Street Name Suburb/City State Postcode E Contact details for Applicant Contact Name Business Hours Telephone Number ( ) Email Address F Applicant's Tax File Number(s) or exemption category

G Direct Payment of Distribution

All future distributions must be credited direct to the account details below, until the trustee is notified otherwise in writing.

Account Number BSB # Account Name

5

H About the moneys you are investing The Government has implemented new laws designed to improve its anti-money laundering and counter-terrorism financing system. Accordingly we are now required to obtain the following information from investors.

From what country do the moneys you are investing originate?

When we remit you any moneys will they be sent outside of Australia? Yes No

If yes, what country or countries will the moneys be sent to?

Do you think it is possible that the moneys invested or received from the Fund may, or will be, associated with crime, terrorism or that your investment is part of a structure to avoid anti-money laundering and counter-terrorism financing laws?

Yes or maybe No If yes or maybe, please explain

Are you using borrowed money?

Yes No

If yes, who is your lender? Does anyone control you in relation to this investment? By 'control,' we mean practical control in all circumstances, including because of legal or other duties or understandings. The practical influence (rather than the rights) is an issue to consider. Any practice or pattern of behaviour needs to be taken into account (even if it involves a breach of an agreement or a breach of trust).

Yes or maybe No If yes or maybe, please explain

6

I Declaration I/We agree to be bound by:

• the Subscription Agreement signed by me/us as amended from time to time. • the Information Memorandum as amended from time to time; and • the Trust Deed of the Fund as amended from time to time.

I/We acknowledge, represent and warrant that in making this Application and investing in the Fund: • that the Applicant is a wholesale client as that term is defined in section 761G of the Corporations Act (Cth)

2001 and applicable regulations; • the Applicant has read and understands the Information Memorandum accompanying this offer; • all statements made by me/us are complete and accurate and this Application complies with the terms of the

Information Memorandum; • I/we have not relied on any statement or representation of the Trustee except as set out in the Information

Memorandum; • I/we have made my/our own enquiries, in particular in relation to the potential returns from and the risks

associated with an investment in the Fund; and • I/ we acknowledge that upon signing this Subscription Agreement I/We will be liable to make:

o 50% of the Commitment available to the Trustee on the Commitment Date; and o a further 50% of the Commitment available to the Trustee upon any call of the Uncalled Amount or

Adjusted Uncalled Amount of the Applicant in accordance with the Trust Deed. Should I/We fail to pay the Commitment, the Trustee may take steps under the Trust Deed to recover the Commitment with remedies available to it under the Trust Deed.

• if the Applicant’s Application is accepted by the Trustee, the Trustee may make calls on the Applicant in accordance with the Trust Deed and the Information Memorandum at any time thereafter in respect of part or all of the Uncalled Amount or the Adjusted Uncalled Amount of the Applicant;

• The Applicant agrees that the Trustee's lien on every Unit issued to the Applicant operates as Security Interest for unpaid calls and other moneys payable to the Trustee in relation to those Units, and will, at all times, rank in priority to any other Security Interest over or in respect of such Units;

• the Applicant undertakes to pay all calls made on it in relation to the Units and agrees that failure to pay a call may result in the forfeiture of its Units in accordance with the Trust Deed;

If a corporation or trust the Applicant acknowledges, represents and warrants that: • the Applicant has taken all necessary action to authorise this application to make the Commitment and

subscribe for Units in accordance with its constitution or other constituent documents; • it is solvent and there are reasonable grounds to expect that, after making the Commitment, it will continue to be

able to pay all of its debts as and when they become due and payable; • (winding up) no action has been taken in respect of it for winding up, dissolution, de-registration or

reorganisation; for the appointment to or over it or any of its assets of any liquidator, provisional liquidator, administrator, receiver, receiver and manager, Trustee, other controller (as defined in the Corporations Act) or similar official.

If this Subscription Agreement is signed by an attorney, the attorney states that he or she has no notice of the revocation of the power of attorney under which this Agreement is signed. By their signatures hereto, applicants on behalf of companies or as Trustee for superannuation, provident or other funds or trusts warrant that the company or Trustee, as the case may be, has the power to invest in Units in the Fund and that the applicant is duly authorised to apply for such Units. Important Notes

• The return of this Subscription Agreement will constitute your offer to acquire by way of issue Units in the Fund;

• if your Subscription Agreement is not completed correctly it may still be treated as valid; • investments in the Fund are subject to investment risk, including possible delays in repayment and loss of

income and principal invested; • the Trustee reserves the right to withdraw this offer in the event that the offer is not fully subscribed; • by signing this Application, I/we acknowledge that I/we understand that the Trustee and its directors,

officers, employee and advisers do not guarantee or in any way stand behind the performance of the Fund; and

• I/we acknowledge and declare that I/we authorise you to use and disclose my/our personal information in the manner set out in the Privacy principles within the accompanying Information Memorandum.

7

J Sign Here

The Applicant authorises the Trustee to act in accordance with its application and instructions set out above. ______________________________________________________________________ DIRECTOR DIRECTOR / COMPANY SECRETARY / REPRESENTATIVE

You should read the Information Memorandum carefully before completing this Subscription Agreement

Please complete all relevant sections of the Subscription Agreement using BLOCK LETTERS. A Enter the Total Value of Units Subscribed for. C Enter the Full Name of the legal entity that is to be recorded as the registered holder of the Units. Refer to the Name

Standards below for guidance on valid registration. If you are an individual, enter your date of birth. D Enter the Postal Address for all communications from the Trustee. Only one address can be recorded. E Enter daytime telephone number and/or email address of a contact person the registry can speak with if they have any

queries regarding this application and for future communications from the Trustee. F Enter the Tax File Number(s) (TFN) of the Applicant. Collection of TFNs is authorised by taxation laws. It is not

compulsory to provide the Applicant's TFN, however, if the Applicant's TFN is not provided tax will be deducted from quarterly payments at the top personal rate plus the Medicare levy.

G Complete this section for payment of distributions. All distributions must be paid directly into a nominated Australian bank, credit union or building society in the name of the Applicant.

H Please carefully read the representations and warranties given by the Applicant in favour of the Trustee I In the case of a corporate Applicant, this Subscription Agreement must be signed by two Directors or a Director and a

Company Secretary of the Applicant, or by another person(s) under power of attorney. If this Subscription Agreement is signed by an attorney for the Applicant, then a certified copy of the power of attorney must accompany this Subscription Agreement. If the Applicant has another execution process, space is provided in this section for that execution, however evidence of due execution must be provided to the Trustee.

Forward your completed Application to:

MAB Funds Management Limited – MAB Quays Mezzanine Fund PO Box 7657 St. Kilda Road Victoria 8004 Australia

8

Part 2 - Identification forms MAB Quays Mezzanine Fund If you have never invested in a MAB fund, please choose and complete an appropriate Identification form (on the following pages). Your adviser may have arrangements with us which means you don't have to fill in this form - you should check with them. It is important that you complete the Identification form which best describes you. The law requires that we ask you certain questions and that you provide certain documents which identify you. There are Identification forms available for all types of investors: • Trust applicants (form is attached) • Individual and Australian company applicants (forms are attached) • Foreign companies, foreign trustees, partnerships, incorporated associations, co-operatives or Government bodies (if you fall into one of these categories please contact us and we will send the appropriate form to you). You will need to provide us with "certified copies" of certain documents which identify you. This means a document that has been certified as a true copy of an original document by certain persons. The person certifying the document should write their qualification beneath their signature as follows: I [name] of [address] being [capacity e.g. Justice of the Peace] certify this and the following [x] pages as a true copy of the original document. We may need to contact the certifier. so please provide their details below Name Business phone Mobile My certifier is: My adviser (being an officer with, or authorised representative of, a holder of an Australian financial

services licence. with a minimum of two continuous years of service with one or more licensees) My accountant (ICM, CPA or NIA with a minimum of two years of continuous membership) My lawyer (a current practitioner) A JP, notary public or a post office worker, or a police, bank, financial institution or consular officer A judge, magistrate, CEO of Commonwealth court, registrar or deputy registrar Are you completing this form for someone else? If you are an attorney, appointed guardian, or appointed representative, you must also provide a certified copy of the Power of Attorney document, Guardianship Order, Grant of Probate, Letters of Administration, Will or any other documentation confirming your authority to act. NAME STANDARDS Note that only legal persons or entities may hold Units. Applications must be in the name of a natural person, company or other legal entities acceptable to the Trustee.

Type of Investor Correct Form of Registration Incorrect Form of Registration Company Tiger Pty Ltd Tiger PIL or Tiger Co Use the company's full title, not abbreviations Superannuation Funds Family Manager Pty Ltd Family Super Fund Use the name of the Trustee of the fund Family Super Fund AlC Trusts Mr. Mark Lee Mark Lee Family Fund Use the Trustee(s) personal name(s) Mark Lee Family AlC Individual Mr. James Henry Jess J H Jess Use given names in full, not initials

9

Part 2.2 Identification form for trustees The law now requires we identify our clients If you have invested in any MAB Fund before and completed this form for us before, you do not need to complete this form again. All trustees must complete Part 1. ONLY ONE of the trustees needs to complete one of the following sections: Part 2 - if the trustee is an individual or Part 3 - if the trustee is an Australian company. Tip: We have a different form if the trustee is a foreign company - please contact us if you require this form. PART 1 All trustees must complete Part 1 General information Full name of trust

Business name (if any)

Country where trust is established

Type of trust Regulated trusts - please provide the name of the regulator and the ABN or registration number

below, and then go to the last section of Part 1 of this form called "What documents are Trustees required to provide us?"

Regulator ABN or registration number

Registered managed investment scheme - please provide the ARSN below. and then go to the

last section of Part 1 of this form called 'What documents are Trustees required to provide us

ARSN

Establishing law Other trust type Tip: Other trusts could include a deceased estate, charitable trust, family discretionary trust or unit trust. If you have ticked the "other trust type" box please complete the details on the following page.

10

Part 2.2 Identification form for trustees (Continued) "Other trust" type: Beneficiary details Tip: For example, family, unit holders or unnamed charities. Do the terms of the trust identify the beneficiaries only by reference to membership of a class? Yes - please provide details of the class of the trust below, and then go to the last section of Part

1 of this form called "What documents are Trustees required to provide us?"

No - my beneficiaries are named in the trust deed: How many beneficiaries are there? Provide the full name of each beneficiary: Name Name Name Name Name Name Name Name Tip: Copy this sheet if you need to name more beneficiaries. "Other trust" type: Trustee details How many trustees (individuals and/or companies) are there?

Please provide full name and address of each trustee below: Trustee 1 Name or full company name for companies Tip: Business names are not acceptable

Trustee 2 Name or full company name for companies Tip: Business names are not acceptable

Trustee 1 Residential Address or registered office for companies Tip: PO boxes are not acceptable

Trustee 2 Residential Address or registered office for companies Tip: PO boxes are not acceptable

Trustee 1 Date of Birth Trustee 2 Date of Birth Trustee 1 ACN Trustee 2 ACN Tip: Copy this sheet if you need to name more trustees.

11

What documents are Trustees required to provide us? Super and other regulated trusts For: • registered managed investment schemes • regulated trusts (like a superannuation fund) or • government superannuation funds the law requires us to check: • the full name of the trust and • that the trust is a registered managed investment scheme, regulated trust or government

superannuation fund, as applicable. Please provide a certified copy of one of the following: a search of the ASIC, ATO or relevant regulator's website (e.g. "Super Fund Lookup" at www.abn.business.gov.au) confirming the name of the trust and that it is regulated or a certified copy or relevant extract of the legislation establishing the government superannuation fund sourced from a government website. "Other trust" types The law requires us to check the full name of the trust. Please provide a certified copy of one of the following: • an ATO notice issued within the last 12 months (e.g. a Notice of Assessment) • a letter from a solicitor or qualified accountant that confirms the name of the trust or an original or

certified copy or certified extract of the trust deed.

Part 2.2 Identification form for trustees (Continued)

12

Part 2.2 Identification form for trustees (Continued) PART 2 Individual trustees to complete Tip: Part 2 only needs to be completed for only ONE of the individual trustees. Tip: Part 2 doesn't require you to tick any more boxes, but it does tell you what documents we require from you. The law requires us to check: • your full name and • either your date of birth or your residential address. Please provide a certified copy of one of the following: • a primary document (defined below) or • if you do not have this, either secondary or foreign documents (defined on the following page). Tip: Do not send original documents. We will retain all certified copies. Primary documents Please provide a certified copy of one of the following:

2. your Australian driver's licence showing your photograph (front and back)

3. your Australian passport (a passport that has expired within the preceding two years is acceptable) - you only need to copy the pages which identify you

4. a card issued under a State or Territory for the purpose of proving your age showing your

photograph If you are unable to provide a primary document, you may provide secondary or foreign documents. Please refer to the following page for further details. Secondary documents Tip: You are only required to provide secondary documents if you are unable to provide a primary document. Please provide a certified copy of one of the following:

• your Australian birth certificate

• your Australian citizenship certificate or your Centrelink pension or health card (front and back) AND Please also provide a certified copy of one of the following:

• a Commonwealth or a State or Territory statement issued in the last 12 months that records a financial benefit or entitlement or debt payable and which shows your name and residential address or.

• a rates or utilities notice which shows your name and residential address issued in the last 3

months

13

Part 2.2 Identification form for trustees (Continued) PART 3 Where the trustee is an Australian company Tip: All Australian companies which are trustees must complete Part 3. Only ONE of the trustees needs to complete Part 3. General information Tip: Do not send original documents. We will retain all certified copies. Tip: We have a different form if you are a foreign company - please contact us if you require this form. About the company Full name (as registered by ASIC)

ACN Registered office (PO boxes not acceptable)

Principal place of business (PO boxes not acceptable)

14

Part 2.2 Identification form for trustees (Continued) About the company's regulation Tip: Please tick one of the following if one applies to you Australian listed company

Name of market/exchange Majority-owned subsidiary of an Australian listed company

Name of listed company Name of market/exchange

Regulated company

This means one which is licensed by an Australian Commonwealth, State or Territory statutory regulator

Regulator details licence details

Company type Public (not proprietary), listed or regulated - please go to the last section of Part 3 of this form

called "What documents are company trustees required to provide us?" Tip: Regulated means one which is licensed by an Australian Commonwealth, State or Territory statutory regulator we expect that most companies would not hold any licence. Proprietary - please complete the details below Proprietary company directors How many directors are there? Provide the name of each director below Director 1 name

Director 2 name

Director 3 name Director 4 name Proprietary company shareholders Tip: Please provide details below of all the individuals who are beneficial owners, through one or more shareholdings, who own more than 25% of the company's issued capital. Shareholder 1 name Shareholder 2 name Shareholder residential address Tip: PO boxes are not acceptable

Shareholder residential address Tip: PO boxes are not acceptable

Tip: Copy this sheet if you need to name more shareholders.

15

Part 2.2 Identification form for trustees (Continued) What documents are company trustees required to provide us? All companies which are trustees The law requires us to check: • the name as registered by ASIC • whether it is a proprietary or public company • and its ACN. Please provide a certified copy of one of the following: • an ASIC search confirming the company name or • your certificate of registration. For the companies listed below: • an Australian listed company or majority owned subsidiary or • a regulated company (i.e. licensed by an Australian Commonwealth, State or Territory statutory

regulator) the law requires us to also check that the company's status is correct. Please provide a certified copy of one of the following: • an ASIC search confirming the company name • a search of the licence or other records of the relevant regulator or • a public document issued by the company.

16

Part 2.3 Identification form for Australian Companies The law now requires we identify our clients If you have invested in any MAB Fund before, or completed this form for us before, you do not need to complete this form. Tip: Do not send original documents. We will retain all certified copies. About the company Full name (as registered by ASIC)

ACN Registered office (PO boxes not acceptable)

Principal place of business (PO boxes not acceptable)

About the company's regulation Tip: Please tick one of the following if one applies to you Australian listed company

Name of market/exchange Majority-owned subsidiary of an Australian listed company

Name of listed company Name of market/exchange

Regulated company

This means one which is licensed by an Australian Commonwealth, State or Territory statutory regulator

Regulator details licence details

Company type Public (not proprietary), listed or regulated - please go to the last section of Part 3 of this form

called "What documents are company trustees required to provide us?" Tip: Regulated means one which is licensed by an Australian Commonwealth, State or Territory statutory regulator we expect that most companies would not hold any licence.

17

Part 2.3 Identification form for Australian Companies (Continued)

Proprietary - please complete the details below Proprietary company directors How many directors are there? Provide the name of each director below Director 1 name

Director 2 name

Director 3 name Director 4 name Proprietary company shareholders Tip: Please provide details below of all the individuals who are beneficial owners, through one or more shareholdings, who own more than 25% of the company's issued capital. Shareholder 1 name Shareholder 2 name



Tip: Copy this sheet if you need to name more shareholders. What documents are Australian Companies required to provide us? All companies The law requires us to check: • the name as registered by ASIC • whether it is a proprietary or public company • and its ACN. Please provide a certified copy of one of the following: • an ASIC search confirming the company name or • your certificate of registration. For the companies listed below: • an Australian listed company or majority owned subsidiary or • a regulated company (i.e. licensed by an Australian Commonwealth, State or Territory statutory

regulator) the law requires us to also check that the company's status is correct. Please provide a certified copy of one of the following: • an ASIC search confirming the company name • a search of the licence or other records of the relevant regulator or • a public document issued by the company.

18

Part 2.4 Identification form for Individuals The law now requires we identify our clients If you have invested in any MAB Fund before, or completed this form for us before, you do not need to complete this form. Tip: Do not send original documents. We will retain all certified copies. About the individual

Applicant details Surname Full given Names

Date of Birth (dd/mm/yyyy)

Applicant's residential address details (PO Box is NOT acceptable) Street Name

Suburb State Postcode

Tip: Copy this sheet if you need to name more individuals. The law requires us to check: • your full name and • either your date of birth or your residential address. Please provide a certified copy of one of the following: • a primary document (defined below) or • if you do not have this, either secondary or foreign documents (defined on the following page). Primary documents Please provide a certified copy of one of the following:

5. your Australian driver's licence showing your photograph (front and back)

6. your Australian passport (a passport that has expired within the preceding two years is acceptable) - you only need to copy the pages which identify you

7. a card issued under a State or Territory for the purpose of proving your age showing your

photograph If you are unable to provide a primary document, you may provide secondary or foreign documents. Please refer to the following page for further details.

19

Part 2.4 Identification form for Individuals (Continued) Secondary documents Tip: You are only required to provide secondary documents if you are unable to provide a primary document. Please provide a certified copy of one of the following:

• your Australian birth certificate

• your Australian citizenship certificate or your Centrelink pension or health card (front and back) AND Please also provide a certified copy of one of the following:

• a Commonwealth or a State or Territory statement issued in the last 12 months that records a financial benefit or entitlement or debt payable and which shows your name and residential address or.

• a rates or utilities notice which shows your name and residential address issued in the last 3

months

Information MemorandumMAB Quays Mezzanine Fund

MARCH 2012

Artist’s Impression of The Quays

MAB Funds Management LimitedLevel 5, 441 St Kilda RoadMelbourne VIC 3000

Freecall: 1800 760 012International: +61 3 8681 2222Facsimile: +61 3 8681 2100Email: [email protected]: www.mab.com.au

MAB Quays Mezzanine Fund IM_Final_July12

Documents

Transcript of MAB Quays Mezzanine Fund IM_Final_July12