June 25, 2004

Sydney - Shareholders in Australia's Westfield Holdings on Friday backed a plan to merge the company's three arms to create the world's largest listed retail property company as founder Frank Lowy dismissed fears it could shift headquarters to the United States.

Shareholders overwhelmingly voted in favour of the merger proposal at the Westfield annual general meeting, paving the way for a combined entity valued at A$27 billion (R120 billion) to be known as Westfield Group.

The group's property assets include 123 shopping centres with 19 500 retailers in Australia, New Zealand, the United States and Britain.

It will combine Westfield Holdings Ltd. with Westfield America Trust and Westfield Trust to create the eighth-largest company listed on the Australian Stock Exchange.

Executive chairman Lowy, who built up his shopping mall empire from a small Sydney shop nearly 50 years ago, said the merger was a watershed for Westfield.

"This is an historic day for Westfield and just a little bit nostalgic for me," he told shareholders.

The merger would give Westfield the scale to pursue its global ambitions, Lowy said.

"The rationale for the merger is all about growth and global opportunities,"

he said. "The merger will combine the financial strength and capabilities of each entity to provide the group with the scale it needs to pursue growth opportunities internationally."

While stressing Westfield's international plans, Lowy said the company would continue to be managed and run from Australia.

Asked if Westfield was considering emulating media giant News Corp., which plans to shift its stock market listing from Australia to New York, Lowy

replied: "I can tell you categorically that we have no plans to.

"It is quite difficult to run such a global organisation from Australia but we are doing it because we want to be here," Lowy said. "Conditions will have to be very substantially changed for us to make a move."

News Corp. has said it wants to move to New York in a bid to boost its share price and gain easier access to capital but Lowy said Australia was large enough to support Westfield.

"We have no intentions and we hope it will not be necessary; we hope the Australian investment community will be able to support us, which they have so far," Lowy said.

He refused to rule out the possibility of a dual listing in Australia and another country, as some Australian Stock Exchange-listed companies such as Brambles and BHP Billiton have already done.

The seven resolutions dealing with the merger each needed to receive 75 percent support from shareholders and, including proxies, the approval rate was well over 90 percent.

Westfield now requires court approval for the merger, which is expected to become effective on July 2.

On a flat stock market, Westfield America Trust closed down four cents at A$2.37, Westfield Trust fell eight cents to A$4.37 and Westfield Holdings shed 28 cents to A$15.32. - AFP