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Executives

Frank P. Lowy - Co-Founder, Non-Executive Chairman and Chairman of Nomination Committee

Peter S. Lowy - Co-Chief Executive Officer and Executive Director

Frederick G. Hilmer - Former Lead Independent Director, Chairman of Audit & Compliance Committee and Chairman of Remuneration Committee

Brian Martin Schwartz - Deputy Chairman, Chairman of Audit & Risk Committee and Member of Nomination Committee

Mark Roderick Granger Johnson - Non-Executive Director, Chairman of Remuneration Committee and Member of Nomination Committee

Roy L. Furman - Non-Executive Director and Member of Remuneration Committee

Westfield Hldgs Ltd (OTCPK:WFGPY) Annual General Meeting May 28, 2013 9:00 PM ET

Frank P. Lowy

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you today to the Annual General Meeting of the combined Westfield Group. We will be holding 3 meetings today, the Annual General Meeting of Westfield Holdings Limited and meetings of Westfield America Trust and Westfield Trust. Together, these 3 entities make up the Westfield Group. As always, before we get down to discussion, there are some formalities to attend to.

I'd like to now open the Annual General Meeting of Westfield Holdings Limited, the Westfield America Trust meeting and the Westfield Trust meeting. I've been informed that a quorum for each meeting is present, and I formally declare each of these meetings open.

It is my pleasure to welcome members of the Westfield Group's board attending today, including John McFarlane and Lord Peter Goldsmith from London, Roy Furman from New York and Peter Lowy from Los Angeles. John, Peter, Roy and Peter, we are delighted that you are able to join us here in Sydney today.

I'd also like to welcome Mark Johnson, seated in front of -- who is standing for election of today's meeting. Welcome. It is good to have you here today, Mark.

The notice of meeting -- the notice convening the meeting has been in your hands for some time. With your consent, I will take the notice as read. Do you approve? Thank you.

Before moving on to the various formal motions, I would first like to run through the voting procedure. The voting on all motions considered today will be by poll rather than a show of hands. I'm not sure why the poll has been requested, but we will go along with it, of course. The process is more complicated, and I will need to take a moment to explain it.

I now move each of these 7 resolutions in the notice of meeting and open the polls in respect of all 7 motions. There will be set aside -- time will be set aside towards the end of the meeting for you to complete and log your votes. You will need to complete the yellow voting cards that was given to you when you arrived at the meeting. If you wish to leave before the conclusion of the meeting, you may place your yellow voting cards in one of the ballot boxes which are located at the doors. Please remember to keep your admission and voting cards until you leave the meeting. A representative of Computershare will act as returning officer and will determine the results of the poll. I will provide the meeting with details of the proxy votes after the discussion on each resolution. I will close the meeting after the polls have closed rather than delay you while you're voting -- while your votes are counted. The result of the polls will be provided to ASX as soon as they are available, which is expected to be this afternoon. At registration, those present eligible to vote were issued with a yellow shareholder or proxy holder voting cards. The back of these voting cards will be used for the polls. Voting instructions are printed on the back of the voting card. For each motion, you can vote your total shareholding by placing a cross in one of the boxes marked For, Against or Abstain. Once you have marked your voting intention, please write your name and sign the card where indicated. As you leave the meeting, please place your voting cards in one of the ballot boxes which are located at the doors of the meeting room. I will be voting valid undirected proxies given to me as chairman in favor of each motion. If you need assistance with the voting, please ask a Computershare staff member for help.

Ladies and gentlemen, I'm pleased to report to you that Westfield Group recorded another successful year in 2012. Talking to you today at the end of May, that seems long time ago.

In February, we released our annual results for 2012, which showed a net profit of $1.72 billion, up 18.3% on the previous year. Our funds from operations, the primary measure of the group's earnings from operations, were $1.47 billion, representing $0.65 per security, in line with our forecast. If you take out the impact of the asset sales and our share buyback program, then on a like-for-like basis, our funds from operations per security was actually up by 6%.

As noted in the Annual Report, members received a total shareholder return of 42.6% in 2012, giving an average shareholder return of 28.9% over the past 3 years. I'm sure that these returns reflect both the lessening impact of the global financial crisis and a high degree of acceptance by the markets of the corporate strategy being pursued by Westfield. I will return to that topic shortly.

Retails growth in Australia was subdued in 2012 and the trend is continuing in 2013 given the lower level of consumer confidence which has existed for some time. Despite this difficult environment, the business in Australia is performing well and productivity within the Australian portfolio remains high. At the same time, operating performance in our international markets has been encouraging, with the U.S. market now well into recovery phase following the global financial crisis. These results demonstrate the benefits of owning a geography -- geographically diverse portfolio. In short, the operating and financial performance of the Group remains sound, our balance sheet is strong and the prospect for future growth is bright.

I would like to take time today to give you a snapshot of the Group strategy, which we have successfully executed over the past few years and the direction in which the Group is heading. Our strategy has been a range of different objectives. There are important financial objectives which relate to matters such as imposing the Group's return on equity -- improving the Group's return on equity. Put simply, we want to use the capital that shareholders have invested as effectively as possible to maximize earnings and promote capital growth. In 2012, that return on contributed equity was 11.4% compared with a 9.1% in 2010 when we started this process. Through various measures, which I will talk about today, we aim to improve that return even further in the coming years.

Some of our objectives are operational and reflect our strong focus on continually improving shopping experience in our centers by introducing the best global retailers, including many luxury brands and generally providing our shoppers with the world-class experience in food, fashion, leisure and entertainment. Our evolving digital business strategy is a key element in achieving this objective.

As regards to our property portfolio, our aim is to create and maintain assets of the highest possible quality. We are continuously seeking opportunities to participate in exciting retail projects, such as those at the World Trade Center in New York, Milan in Italy and Croydon in the south of London. And there are exciting new redevelopments in our current portfolio, such as Westfield Miranda here in Sydney and Century City and Valley Fair in California.

At the same time, we have sold centers in a number of markets where those centers did not meet our new return criteria. Sometimes, it isn't an easy decision to sell these centers because typically, the sale of an asset results in earnings dilution during the period of time that it takes to redeploy the proceeds of the sale. The issue in short-term earnings dilution is something we will have to accept for as long as we continue implementing our strategy of selling assets that do not meet our performance criteria. We will continue to make every effort to mitigate any earnings dilution where it occurs, but we must always be prepared to take a longer-term view of what is the best for the company.

Since 2010, we have also released additional capital by creating new joint ventures with major global investors over a number of our assets in the United States.

What will Westfield look like at the end of this process? I can tell you that a high percentage of centers in our portfolio will be among the best centers in their markets. They will include many of the best local and global retailers and the shopper will increasingly connect with the center and its retailers using digital technology. We will use funds from asset sales and joint ventures to fund future investment in our portfolio, including new projects in the world's leading cities. It is worth noting that although we have sold and joint ventured certain assets, our development pipeline have actually increased by $1 billion to $12 billion. Our expected investment in that pipeline is $5 billion. We will not be calling on our securityholders to contribute new capital to fund these investments.

Where there is surplus capital, we will continue to selectively reduce our gearing and/or buy back securities.

Finally, we will continue to focus on ways to improve the return on which securityholders receive on their capital and to ensure that we create long-term sustainable value for our investors. This is the path we are on, and it is gratifying and exciting to see the progress made in the past few years and to understand the possibilities for the future.

Ladies and gentlemen, these are exciting times for the retail industry globally. The constantly changing retail landscape has always been challenging, and that remains true today. The rapid pace of change in retail formats, digital technology and shopping habits make it as difficult as ever to predict the future. But as we have in the past, we see change as an opportunity to improve our business and grow. We are at the intersection of so much that is new and exciting in global retail property. We interact with retailers at all levels and in multiple markets around the world. This interaction has accelerated our evolution towards creating very different kinds of shopping centers from those with traditionally developed. Changes in the design of our centers and the mix of local and international retailers they attract, including many luxury brands together with the increased emphasis on food and better casual dining, are driving the new way of looking at our industry and opening up new possibilities.

Just one of these exciting new possibilities is the way in which Westfield is developing its digital business strategy to use technology to better connect retailers and consumers, and we are develop -- we are devoting increased resources to exploring the opportunity in this area. Many of the themes I have outlined today are covered in the Shareholders' Review for 2013 which was published recently and which is available in a more interactive format on the Group's recently relaunched Westfield website. Our revamped website will be constantly updated, and I recommend the website to all investors.

Ladies and gentlemen, it is with a great sense of sadness that I note that 2 of our most highly valued directors will be leaving the board. Last night, the board and senior executive team had an opportunity to farewell these 2 directors in a way that honored their outstanding service to the group over a long period of time. I want to take this opportunity in this forum to place our appreciation on the public record.

Stephen Johns joined Westfield in 1970 at a time when we recognized the need to inject new blood into the company. We had been operating as a public company for almost 10 years, and we indeed needed a new kind of young executive talent who could bring new skills and new level of professionalism in financial management. We advertised, Stephen was one of the candidates and I immediately saw in him great potential. Reflecting on Stephen's wonderful career, I can say today that he more than realized that potential. I also like to think that Stephen's career represents what Westfield is all about, that with hard work and intelligence, the sky is the limit. Stephen has served Westfield in many capacities as a senior executive and Finance Director, as chairman of numerous board committees and has also been most trusted advisor to me through good times and some not so good times. It is my sincere hope -- it is my belief that he will remain at close -- remain close to the company so that we are able to benefit from his wisdom and insight, his incredible corporate memory of the Westfield story and, of course, his friendship.

Stephen, let me say on behalf of the board, senior management, staff and shareholders a very, very big thank you for your outstanding service over 43 years with the company.

Professor Fred Hilmer is the other director leaving the board. Fred joined the board in 1991. I recall clearly the circumstances that led us to Fred at the time. At Westfield, we have always been very vigilant about keeping up with the changes in our industry, looking ahead to anticipate both threats and challenges. One potential challenge back in 1980 and early '90s was the emerging growth of TV home shopping. We asked Fred, who was a partner at McKinsey, to examine these issues and report to us on the implications of TV home shopping for the Westfield's business. The clean -- the clear, analytical and professional approach that Fred took to the task impressed us immediately. We said, "He's a person who should be with us." And together, we have never looked back. Fred's analytical capabilities combined with his ability to reduce seemingly very difficult issues to basic principles have been an invaluable asset to the board over many years.

Fred, on behalf of my fellow directors and the entire company, I say thank you for your outstanding service to the Group. We are fortunate that although we are losing 2 outstanding directors, the Group is able to attract excellent candidates to fill considerable gap left by Stephen and Fred. One such candidate is Mark Johnson, whose election will be considered later at the meeting.

When approved by members, Mark's election will continue a process of board renewal which has been ongoing for a number of years, and I think the board continues to be of the highest caliber with the broad range of skills and experience required to run a global business in today's environment.

Ladies and gentlemen, in closing, I would like to reconfirm our funds from operation forecast of 2013 of $0.665 per security. The distribution for the year 2013 is forecast to be $0.51 per security, up 3% on 2012. This forecast takes into account the full year impact of divestments completed during 2012, as well as the transactions already announced. The forecast assumes no material foreign currency exchange rates prior to the end of the year.

As I said earlier, these are exciting times for our business with opportunities to accelerate the move towards better-designed retail destinations located in the heart of some of the world's leading cities. It has been a hallmark of Westfield that we do work hard to anticipate changes in our industry and adapt them. I would like to thank my colleagues on the board, our senior executive team and staff around the world for the role they have played in putting us in that position. I have already said operating a global business in today's environment requires a highly talented and committed executives. Believe me, it is a job which requires great dedication. We are fortunate at Westfield to have a senior team which comprises highly experienced executives with an average length of service of more than 13 years, as well as new talent which we are developing in our executive ranks. I look forward to the year ahead.

Ladies and gentlemen, I now turn to Item 1, which is a discussion of the group's financial statement. You have received the Westfield Group 2012 Annual Report containing the financial statement and reports for Westfield Holding and its controlled entities for the year ended 31 December, 2012. Additional copies are available. Today, the financial statement and reports have been launched with relevant regulators with the appropriate time frames and are available on the Group's website.

The Ernst & Young partner responsible for the 2012 audit for Westfield Group, Mr. Steve Ferguson, is present at the meeting today and available to answer questions. I now invite discussions on the financial statement and the Annual Report. If there are any questions on the business and operations of the Westfield Group, I'll be pleased to take them now. I would like to remind you that only holders of the yellow and blue admission cards are entitled to speak. If you wish to speak, please give your name to the microphone attendant who will introduce you to the meeting. The meeting is now open for questions and a general discussion. Ladies and gentlemen, I'll be happy to hear from you.

Question-and-Answer Session

Unknown Executive

Mr. Chairman, I'd like to introduce Mr. Cummings.

Unknown Shareholder

Good morning, Mr. Chairman. I've been a shareholder since the '60s. I'm 90 years not out and still going strong.

Frank P. Lowy

Good for you.

Unknown Shareholder

We've had -- over the years, we've had an increase in value of the shares, increased growth, increased value of the price and increased dividends. This happened up until we got to the GFC, where every -- mainly public companies because of government, I think, regulation, we had to bring about impairment of fixed assets. Our fixed assets went down quite considerably. Now, I'm just wondering now, most companies where that has occurred and mainly in most of those, it has increased and now they're back to normal where they're well before the GFC. But it hasn't been for Westfield. I'm just wondering why in the -- with Westfield that it is going up now, but why is -- hasn't it gone up much quicker than it has been?

Frank P. Lowy

Well, I think maybe some other executives maybe I'll call it to answer. But I'll attempt to answer it to you. I mean, these assets that we have are very big assets, and they take time to move in either direction, which is a plus in a way. And it took maybe a little -- I'm not quite sure whether it's really so whether other companies' assets have moved quicker up than ours, but I'll take your word for it. I know your an astute investor of long time, and what you say would be appropriate to say. And maybe I have maybe Steven or Peter would like to answer this question a little bit in more detail.

Peter S. Lowy

Sure. Thanks for your question. I think you need to look at 3 issues. The first one is in 2010. We took some $12 billion of assets and split them off into the Westfield Retail Trust. And so you've got another share, which would have given you extra value for that. When you combine the 2 shares, they're trading much higher than the $12 that you see today. The second thing is that prior to the global financial crisis, the Australian dollar was trading at some $0.67 or $0.68 to the U.S. dollar. As the Australian dollar appreciates and became worth USD 1 or USD 1.10, the value of our U.S. assets fell in Australian dollars. And the third one is if you'll actually look at the underlying assets today, even though the share price didn't move as much along assets are back to where they were pre to the GFC.

Frank P. Lowy

Thank you. Thanks, Peter. Yes, please.

Unknown Executive

Mr. Chairman, I'd like to introduce Mr. Allan Goldin to the meeting.

Allan Goldin

Thank you, Mr. Chairman. I'm a shareholder in my own right and representing the Australian Shareholders Association. I'm holding proxies on behalf of 685 other shareholders. I think that you have a very distinguished board. There's absolutely no question to that. I'm just a bit surprised you had 2 very capable people retiring from the board, which is very sad. You replaced them with a good candidate, very good candidate. But I'm just wondering if there was any thought given to expanding the diversity of the board? By that, I mean looking at the people on the board's qualifications. They have very strong qualifications in law and finance. But as the retail -- seeing as changing, as you mentioned in your speech, I'm surprised you didn't look for people who have more experienced in new technology, people who have more experience in marketing aimed at these new markets. Sure, you have executives who are going to do this, but the board is there for direction. I just wonder if any thought was given to changing your diversity in that way?

Frank P. Lowy

Well, of course, you can see we sorted our diversity. And sometimes if change occur, it takes maybe a little bit longer than what it appears to supplement the existing talent that we have. In the last 5 years, I think there has been a change of how many?

Unknown Executive

Half.

Frank P. Lowy

Half the board has changed in the last 5 years. And there will be some additional directors appointed and some additional evolution of directors in the various capacities. We are very wide ranged, but I think we will -- you will find that in the near future, there will be some additional talent that will be added to the board. Any other question? Well, if there isn't any other question -- sure. Yes, there is one. I can't see. No, no question. This is not an option bidding process. Just as well. I wouldn't be a good auctioneer, I can tell you that.

So I think if that's the case, I think we'll move to the next item on the agenda. Move to Item 2 on the agenda, which is the advisory vote on members on the Remuneration Report. As members are aware, the Director's Report includes a remuneration report which we are putting to this meeting. This report is set out on pages 7 to 13 of the annual report. It sets out the Group's remuneration policies that the remuneration arrangements in place for directors and set to senior executives whose remuneration arrangements are required to disclose by law. At this point, I would like to hand over to the Chairman of the Remuneration Committee, Professor Fred Hilmer, to make a few observations on the remuneration report and on the group's remuneration practices generally. Fred?

Frederick G. Hilmer

Thank you, Chairman. As outgoing Chairman of the Remuneration Committee, I'd like to make a few observations about the remuneration structures and policies of the Group. Firstly, in 2012, we imposed a total remuneration freeze on the board and on the senior management team. This was the third year out of the previous 4 where we have taken that step. And by the way, we extended the total remuneration freeze into 2013, making it 4 years out of 5. Now when I say total remuneration freeze for our executives, it means just that. There was a freeze on fixed pay, there was a freeze on bonuses and a freeze on the face value of their long-term incentive awards. Now to freeze board and executive remuneration was part of an overall strategy of managing the Group through what were challenging times and to do so in what was a conservative and a prudent manner. Securityholders may recall that we also suspended the development program for a couple of years, and we changed our distribution policy so that we could retain earnings to fuel future growth.

Throughout this period, we also worked hard to find greater efficiencies in our business. So it's in this context that the remuneration freeze was put into place. And when I addressed this meeting back in 2009, I made it clear that the board's position is that we don't remunerate based on share price performance. Of course, the value of equity-linked incentives is impacted by share price movements, but our primary objective is to reward the management team for sound operating performance and for good strategic decisions, not for movements in the share market.

At the end of 2012, in a year when as the Chairman said we delivered a return of more than 42%, the board continued the remuneration freeze into 2013. And we did that because it was a prudent cause for the business. Throughout my time as Chairman of the Remuneration Committee, our independent research and our discussions with securityholders have consistently ranked the Westfield team at the very top of Australian and international companies using a range of metrics. This include excellence in operations and capital management, making good judgments and financial discipline in acquisitions and divestments, a clear articulation of strategy and generally focusing on enhancing shareholder wealth. There's no doubt that we have a best-in-class management team, not just by Australian standards, but by international standards as well. And that's why retention of the management team has been and remains a clear objective of the remuneration practices and of this committee.

Every year, the Remuneration Committee obtains an independent review of senior positions in global companies, companies that are based here in Australia and companies overseas. And our goal is to determine the appropriate level of remuneration for members of the senior management team. We take advice from experts, and then we make our recommendations to the board in respect of director's fees and in respect of executive remuneration. I'd add that we also do listen to constructive criticism from investors and from market participants, and we watch trends closely.

In 2012, in addition to the freeze, the board accepted recommendations from a committee which did 2 other things. Firstly, we required that a minimum of 35% of all short-term incentives be awarded in the form of equity-linked incentives and those were to mature after 3 years. And secondly, we gave greater weighting to the return on contributed equity hurdle, which is a 4-year measure under the long-term incentive plan. All of the initiatives taken in 2012 are detailed in the Remuneration Report, and they're also summarized in a covering note that I wrote to that report.

Apart from the substantive reforms noted on the report, we tried to simplify the format and the language to make it more readable. It's gratifying to me and to the committee that an overwhelming majority of investors and commentators have chosen to support today's resolution on the Remuneration Report.

As regards to our management team, I'd like to comment on the Co-Chief Executive structure which we currently have in place. Let me first say that I agree this is a unique structure, but it's a unique structure for a unique company. And it works because of the individuals involved and the demands of the Group. Peter and Steven, working together, oversee a business that currently operates over 100 centers in 4 different countries and on 3 continents. We're also developing centers and investigating opportunities in a number of other countries. So if you ever wanted a 24/7 business, this is it. The board sees great value in that context in having Peter based in the United States and Steven based in Australia to facilitate this 24/7 approach. And though their roles are divided on a functional rather than geographic basis, their daily presence in different locations is a significant advantage to us. Peter and Steven have many skills in the areas of knowledge which overlap. After all, they've been together in the business for more than 25 years. And they also have complementary areas, with Peter focusing on corporate finance and treasury transactions, while Steven focuses on the Group's major developments and operations and on playing an important role in developing the emerging digital business strategy. But you'll always find them in close collaboration and in constructive debate on important issues and transactions that affect the Group. This is a management team which prides itself on intense management of every aspect of the business. And the Co-CEO structure, with the additional resource it provides, is an important factor of promoting the culture and the intense focus throughout the business in all of the jurisdictions in which the company operates. The board believes that the management structure, which has Co-Chief Executive officers at the top working with the skills and experienced executive group across a range of geographies, serves us well and provides the best available resource to drive the company through the next phase of its development.

As this is my last meeting as a director, I'd like to thank Frank for his kind words and to acknowledge my board and committee colleagues and the members of the management team, and I thank you for your support.

Frank P. Lowy

Thanks, Fred, for that overview. Before opening this item for discussion, I feel I should respond briefly to the presentations made to the company and to various articles published in the last week and in particular certain claims made by representative of the Australian Shareholders Association suggesting members of the Lowy family are remunerated excessively and should contribute their services in the future without remuneration or accept a significant reduction. The various reasons put forward are that the Lowy family have significant personal wealth outside their holding of Westfield. As a securityholder, the Lowy family receives substantial dividends from Westfield. Having served the company for more than 50 years in my case and more than 25 years in case of Peter and Steven, we have been paid enough and do not need any more remuneration. And the Lowy family recently sold their shareholding in Westfield Retail Trust.

Let me make a few points in response. First, this suggestion is nothing new. Over the years, in response to similar suggestions, I've always made it clear that I contribute both capital and labor to Westfield. For my capital, I have exactly return on each security as every other shareholder. For my labor, I expect to be paid an amount which recognizes my current contribution to the business. It has nothing to do with past service; it relates to my current contribution. Like any other director, I have a right to be paid. Others may choose to waive their right to remuneration based on their own circumstances. As a matter of principle, I do not. I rarely speak for Peter and Steven, but on this occasion, I can assure you that this is the only basis on which we are prepared to continue to provide our services to the Group. For over 50 years, the board of Westfield Group has not suggested it should be any other way.

Secondly, issues of personal wealth, whether it's derived from Westfield or any other source, should not be and are not relevant to the Remuneration Committee or the board in determining the level of remuneration paid for any executive. The only relevant consideration are your role in the company and how well you perform it.

Thirdly, claims about excessive remuneration of the members of the Lowy family have received over the last 20 years ignore the fact that over that period, Westfield Group has become a global leader in its field and the value that has been generated over the time. In the last 20 years, Westfield shareholders have contributed $11.5 billion in capital to the Group, but have received $46 billion of value in return: $21 billion through distribution and $25 billion through the increase in market capitalization of the Group.

Finally, both Peter and Steven are individual in their own right and have the right to be remunerated as such, and in particular, for job they do as co-CEOs of the Group. My remuneration as a nonexecutive chair and the remuneration of Peter Lowy and Steven Lowy as co-Chief Executive officers is determined in accordance with processes which Fred has outlined and which are detailed in our Remuneration Report. Apparently, I'm being asked to give an undertaking to waive or reduce the remuneration of all individual and independent members of the Lowy family in return for their work in favor for my reelection to the board. For the reason I have noted, I cannot and will not give that undertaking. These remuneration decisions are taken by the board following a rigorous process, and I would also not presume to preempt that process. However, I'm able to undertake to all securityholders that in 2013 and beyond, Westfield will continue to adhere to the same processes as are set out in the remuneration report. The focus of those processes is to remunerate all executive fairly and appropriately and without regard to irrelevant consideration. A thread has noted the response from investors and commentators to the remuneration initiative we have taken over the past 2 years has been overwhelmingly positive, and this is reflected in the voting on this item. I now move that the company's Remuneration Report for the financial year ended 31 December, 2012, be approved. The meeting is now open for discussion and questions on the Remuneration Report. Ladies and gentlemen, the floor as those of you who wish to speak.

Unknown Executive

Mr. Chairman, I would like to introduce Mr. Allan Goldin to the meeting.

Allan Goldin

Thank you, Mr. Chairman. I was very interested what you just said, and maybe I'll discuss that later when your election comes up. The moment the item is the Remuneration Report, and I think that Mr. Hilmer or Professor Hilmer did an excellent job in making it much more readable. I think there are some very good initiatives that have been done. The idea of 35% held in equity and short-term incentives and held back for a few years, great stuff. Moving one of the criteria in long-term investment, again, really good. However, I've got 3 questions. First one relates to quantum. And I'm not talking about you, sir.

Frank P. Lowy

Sorry, first one?

Allan Goldin

Relates to the amount that is paid to the 5 senior executives which, obviously, does not include yourself. I take a look firstly at a comparison. You talked about doing comparisons, just a very short comparison. Your top 5 people were paid $35 million, $35,319,000. But $35 million, which as you say is fair and reasonable. At the same time, if I take a look at CBA, and I have to look at last year's because they haven't put out this year's report, so I have to talk about last year's. Our largest company in Australia by market capitalization. Their top 5 people were paid $25 million. In fact, you have to go to the top 8 in CBA to get the equivalent amount paid to Westfield. Just one more comparison, a lot of us have heard of that the BHP, the Big Australian, is reducing this executive salary. Their new CEO, if he meets all his targets, is going to get $7.6 million. Well, obviously, BHP was paying their people a lot of money because they're reducing the amount that they're paying. Last year, the top 5 people in BHP, and this is the same criteria as yourself using all the at-risk money and everything else, got $32 million. So our top 2 companies -- the top 5 executives received less than your company did for your top 5 executives. So the first question is, comparing to other top companies, and BHP is as international as any company we'll find in Australia including yourself, are you going to look at reviewing your executive remuneration in line with other companies? That's question number one.

Frank P. Lowy

Thank you very much. I'm sure that the remuneration -- I think if you'd like to sit down.

Allan Goldin

Yes.

Frank P. Lowy

I'm sure that the Remuneration Committee has listened to you intently and our remuneration experts, some of them are here, I'm sure they'll take it into consideration, the views that you have outlined to us here. It's not for me to stand here and justify what these executives get and I will -- as I said, we have listened, the Remuneration Committee have listened and we will make judgment what they and the board believes is in the best interest of Westfield. Thank you very much. Any other questions?

Allan Goldin

Mr. Chairman, just on the calculation for the short-term incentive. I noticed that short-term incentive -- maybe it's my problem that I don't interpret things right. But to me, an incentive is a bonus. It's something you get for doing more than your job. It's for that extra payment that you get. The 5 top executives and the short-term incentive for the last 5 years have received a minimum, a minimum of 100% of their fixed salary. In some cases, they received 160% and 134%, and that doesn't count the one-off bonus that was made for a particular project that was achieved. Forget that, just on your short-term incentives, your -- the people have been getting over 100%. Obviously, it's got to say to someone like me that there's no stretch involved in these targets. So is it a case that, really, what you're doing is you're -- the salaries, the base salaries, you can talk about freezing them, talk all you like, it's wonderful words, but in reality, this short-term incentive is 100% plus of base salary. So does that mean that the base salary is really twice what is published or are you going to start putting in some real stretch targets for them?

Frank P. Lowy

Well, maybe I'll have my colleague to answer some of the detailed questions. But if you have listened to my speech, I said if you have listen to them and took note of it, the wealth that was created in the last 20 years in this company, I don't know how many other companies would've been able to do that and who made that -- who created that well? The people who got paid to do it and they worked very hard. And it's a measure of their intelligence, hard work, dedication that has produced those results. I put it up there. I don't normally give that longer history that -- but I talked about it purely for that reason because you were at least good enough to tell us what your either complaints or comments are. So this is my general comment to your question their individual salaries and their bonuses. And I stand corrected if I'm wrong, but I don't think too many companies have produced the wealth that we have produced with these executives and the board, and comparisons maybe not appropriate. But if you have any detailed answer to the question, Fred, I'd be very happy to give you an opportunity.

Frederick G. Hilmer

Yes, thanks. I think there's sort of some terminology that you used that isn't appropriate. You said that a bonus is what someone gets for doing more than their job. The bonus and the short-term incentive is designed to put at risk a significant proportion of compensation. Now the fact that people achieve that is absolutely expected. And if that didn't happen, the performance of the company wouldn't be what the performance is today. There is a sameness in the numbers, which are fully set out in much more detail on Pages 15 and 16, and the reason there's a sameness in the numbers over a number of years is because we've had a freeze. And that people who have performed above target have not seen that reflected in their bonus arrangements. So I think you have to look at the bonus, not just as doing more than your job, but actually doing your job and in the sense that you -- in the event you don't do the job, you've put something at risk. And I really would just second what the Chairman said that to conceive of a property company in an industry that's going through the turbulence, this company has gone through as successfully at Westfield and not think they won't stretch targets defies imagination.

Frank P. Lowy

Thank you very much, Fred. Any other questions? And maybe there are some answers also here. We don't have all the answers, but -- so if you have some answers for us, I'd be very happy to hear them.

Unknown Executive

Mr. Chairman, I would like to introduce Mr. Allan Goldin.

Frank P. Lowy

How many times would you like to speak, Mr. Goldin?

Allan Goldin

This is my last one.

Frank P. Lowy

Pardon?

Allan Goldin

This is my last one on remuneration, and this has to do with the long-term incentive, and I stress that word incentive again. The new criteria have been used contributed -- return on contributed equity looks like it will be really good, and we look forward to seeing how that works out over the next few years. But your other hurdle, which is the return on funds -- FFO, funds from operation. What that is, is 1-year target. So you make that in 1 year and then provided that you stay with the company for the next 4 years, you get paid. To me, that's not a long-term incentive. It's a lock on the executives, so -- which used to be done 20 years ago. People have now stopped doing these sort of locks on executives. Why as opposed to having a long-term incentive which goes and ties in with what happens over the next 4 or 5 years.

Frank P. Lowy

Now I just must tell you a little bit of a joke. One of our directors, who is not with us here right today, and we talk about the certain investments in some parts of the world and in some parts of the world, a green banana is a long term, maybe the joke didn't go down well enough. Maybe I'll take some lessons how to be a stand-up comedian. But again, this is an overall comment. Fred, will give you the proper answer.

Frederick G. Hilmer

I think this is clearly a question where I have to say I failed abysmally because I've had it every year for I don't know how many years and I always give the same answer and I always get the same question the following year. And I will be delighted to hear how my successor deals with this in future years. But the quantum is earned in a particular year. That's absolutely right, but invests over 5 years. But what vest is not a $1 amount? What vest is the value that the shares have and that can be higher and it can be lower. And that has the impact of aligning the executives' incentives in terms of the consistent performance of the shares with the shareholders' incentive, which is the same. And in that sense, we find that it works, that we have good alignment and not every company should be the same, and I think Westfield's strength is its uniqueness and yes, this is a unique arrangement. Co-CEOs is a unique arrangement, but the performance of the company is also unique.

Frank P. Lowy

Thank you, Fred. Any other questions? Any answers, please? Mr. Golding, your mentioned -- even though you spoke 3 or 4 times already, you mentioned that you have some comments to make about my remuneration, but you'll reserve it to my time and selection. This is not the time for remuneration. Could you please tell your issue?

Allan Goldin

Mr. Chairman, it's not solely on remuneration. It covers the -- on your remuneration, though your remuneration is at the high-end, but it is the fact that as the Chairman that you have gone on overseeing a series of high remuneration for your senior executives and at the same time, wondering about the idea of creating greater diversity on the board as the Chairman, so your personal remuneration is only a part of it and as looking at those 3 -- and sir, look, there's absolutely no disrespect meant by this. There's no question, none of us would be standing here if you hadn't founded this company. There is no absolute question about the money that you get from the company for your shares. You totally deserve it, absolutely, no question about it. The fact that you have done such wonderful things for this country saving Australian soccer, creating the Lowy Institute, which is preeminent think tank in the country, your rise from rags to riches, it's a great story -- it's fantastic. I mean, sir, you are an Australian icon. There's no question about that.

Frank P. Lowy

So what's your problem with me? Thank you. But what's your problem with me? Tell me that.

Allan Goldin

No problem with you, sir. It is the way that the practice is being done for the individual shareholder, the alignment with remuneration, board diversity and as I say, not just you, it's across the executive team.

Frank P. Lowy

Thank you. Where do I go from here? Let's -- the result, I think, it's -- the result of the proxy votes received prior to the meeting are displayed on the screen behind me. Of the securities voting by proxy, the remuneration report, 97% have voted in favor of the remuneration report. I'm informed by the company secretary that 0.26% is -- are represented on the floor of this meeting. So it appears that Item 2 will be passed with the necessary majority.

Ladies and gentlemen, we'll now move to the election of directors. We have 4 directors seeking reelection today: Brian Schwartz, Roy Furman, Peter Allen and myself. We also have Mark G. Johnson, who is standing for position of Nonexecutive Director of Westfield Holdings Limited. Mark should not be confused with Mark R. Johnson, a current board member who first -- was first appointed to the board in May 2010 and is not standing for reelection at this meeting. We like the original Mark Johnson, so much we decided we wanted another one.

The notes accompanying the notice of meeting, including a background note on each director, so I do not propose to expand much more on this. Each of the candidates standing for reelection today has served the board with distinction and a motion to reelect each director has the full support of the board. And the next item of business relates to my reelection as a Director, I will hand the Chair to Brian Schwartz. Brian is a Deputy Chairman and Lead Independent Director. So Brian, I have the pleasure of passing the Chair to you. Let's see if I come back reelected or not.

Brian Martin Schwartz

Let's see what we can do. Thank you, Frank, and good afternoon, ladies and gentlemen. It's my great pleasure to speak the nomination of Mr. Frank Lowy for reelection to the board. Frank Lowy is the Chairman and cofounder of the Westfield Group, having served as Westfield's Chief Executive Officer for over 50 years, Mr. Lowy assumed a nonexecutive role in May 2011. He is Founder and Chairman of the Lowy Institute for International Policy and Chairman of Football Federation Australia. Mr. Lowy is Chairman of the Westfield Group Nomination Committee. Frank Lowy is a Director who retires by rotation in accordance with the company's constitution, but is eligible for reelection, and offers himself accordingly. I now move that Mr. Lowy be reelected as a Director of the company. Is there any discussion? And clearly we've had some already on this topic. Any other discussion? It looks like not. I would remind security holders that a poll will be conducted on all resolutions. However, I would like to disclose the proxy results for this motion. The results appear on the screen behind me. Of the securities vote, voting by proxy before the meeting, 90.64% have voted in favor of the Chairman's reelection. Based on the numbers of securities represented on the floor of the meeting, it appears that the resolution to reelect the Chairman will pass with the necessary majority. Congratulations, Mr. Chairman. And I'll hand back to you.

Frank P. Lowy

Thank you very much, ladies and gentlemen. I must tell you I take this job of mine, which is current Nonexecutive Director, very, very seriously. And as I have during the past 50 years also, whatever role is -- I get from the company as a Nonexecutive Director, I will do it with the same type of diligence and thought and the seriousness of this position. And I hope that I will be able to guide this company as a Nonexecutive Chairman for quite a number of more years. Thank you very much, ladies and gentlemen.

Brian Schwartz, the next Director to be elected -- reelected, is Brian Schwartz. Brian Schwartz was appointed Nonexecutive Director of Westfield Holdings Limited in 2009, as a Deputy Chairman in 2011. In a career with Ernst & Young Australia, spending more than 25 years, he rose to the position of Chairman and the CEO of the firm. Mr. Schwartz subsequently assumed the role of CEO of Investec Bank (Australia) Limited. He is Chairman of Insurance Australia Group Limited, Deputy Chairman of Football Federation of Australia Limited, Director of Brambles Limited and a fellow of the Australian Institute of Company Directors of the Institute of Chartered Accountants. Mr. Schwartz is Chairman elect of the new Audit and Risk Committee of Westfield. He's also a member of the Nomination Committee and is the Lead Independent Director. Brian Schwartz is a Director who retires by rotation in accordance with the company's constitution, but is eligible for reelection and offers himself accordingly. I now move that Brian Schwartz be reelected as a Director of the company. Is there any discussion? There seems to be no discussion. And I would like to disclose the proxy result received prior to the meeting on this resolution. The result appear on the screen behind me. Of course, there is no voting. I was waiting to put your hands up, but you can't. So it looks like that he's going to be reelected, I think. Yes. Congratulations, Brian.

Brian Martin Schwartz

Thank you.

Frank P. Lowy

I move now to Resolution 5 of reelection of Roy Furman. Roy Furman was appointed as a Nonexecutive Director of Westfield Holdings Limited in 2004, having served as a Nonexecutive Director of Westfield America Management Limited since 2002. He holds a bachelor -- he holds a degree in law from Harvard Law School. Mr. Furman is based in the U.S. and is Vice Chairman of Jefferies and Company and Chairman of Jefferies Capital Partners, a group of private equity funds. In 1973, he cofounded Furman Selz, international investment banking and money management firm and was its CEO until 1997. Mr. Furman is a member of the Westfield Group Remuneration Committee. Importantly, Roy provides us with local perspective on the United States where, of course, we have a very big business. Mr. Furman is a Director who retires by rotation in accordance with the company's constitution, but is eligible for reelection and offers himself accordingly. I now move that Roy Furman be elected as a Director of the company. Is there any discussion? Yes, Mr. Golding. Yes, we know already who he is, so you don't need to introduce him.

Allan Goldin

Mr. Chairman, we will be voting for Mr. Furman. We think that he is an excellent Director, but I would just like to know through you that as the new Chairman of the Remuneration Committee, are we going to see some greater review than we've had in the past?

Frank P. Lowy

Well, I'm not sure about greater review, but there will be plenty of review. But he's not the Chairman of the Rem Committee. He's a member of the Rem Committee. That's okay. No problem. We all make mistakes. So ladies and gentlemen, is there any other question or comment about Mr. Furman's reelection? If there isn't any, I would like to disclose the proxy result received prior to this meeting on this resolution, which is whatever it is, and it looks like he's going to be reelected. Congratulations, Roy.

I now move to Resolution 6, the reelection of Peter Allen. Peter Allen was appointed as Executive Director of Westfield Holdings Limited in 2011 and is the Westfield Group's Chief Financial Officer. Mr. Allen worked for Citibank in Melbourne, New York and London before joining Westfield in 1996 as a Director for Business Development. From '98 to 2004, he was based in London as Westfield's CEO of United Kingdom Europe and was responsible for establishing Westfield's presence in the United Kingdom. Mr. Allen is a Director of Westfield Retail Trust and is on the board of the Kolling Foundation. He is also an Associate Member of the Australian Property Institute. Peter Allen is a Director who retires by rotation in accordance with the company's constitution, but is eligible for reelection and offers himself accordingly. I now move that Peter Allen be elected as a Director of the company. Is there any discussion? Mr. Golding.

Allan Goldin

It's not a question of Mr. Allen's qualifications by itself, but he is the fourth of Nonexecutive -- Non-independent Director of this company. You have 3 others. I can't really see the need for the fourth one. You have a lot of financial expertise on the board. He reports to either 1 or 2 of the other people on the board depending on how you work your joint managing directors. He's a CFO. CFOs get called in to answer questions or advice the board without being a member of the board. So I just don't see any reason for him to be on the board. And for that reason, we'll be voting against him.

Frank P. Lowy

Mr. Golding, I must tell you that you think so, but we definitely don't think so. And I have described his contribution to the company and what he does and he has the full support of the board. And I think if I put up the proxies, you will see that an overwhelming majority of the shareholders do so also. Could we see that, please? How many percent is it? I can't see from here.

Unknown Executive

99%

Frank P. Lowy

Nearly 99%. So I think that the vote of the investors, the vote of the board speak for itself. And we will have to announce the result formally in the next half an hour or so whenever it's completed. And I'd like to take the opportunity to congratulate Peter. Oh, you're on the other side.

I move now to Resolution 7, the election of Mark G. Johnson. Mark Johnson is standing for the position of a Nonexecutive Director of Westfield Holdings Limited. As I mentioned earlier, Mark is today with us in the audience. There he is. Maybe you would like to stand up. Mark Johnson was Chief Executive Officer and Senior Partner of PwC, one of Australia's leading professional service firms from 2008 and 2012. In his 30-year plus career with PwC, Mr. Johnson served as a member of the firm's major clients in audit, due diligence, fundraising, risk and government matters. As a business leader, he held senior roles with the firm, culminating in his appointment as National Managing Partner, Businesses in 2007. He was a senior member of the PwC International Strategy Counsel and Deputy Chairman of PwC Asia Pacific. Mr. Johnson is a Director of The Smith Family and currently sits on the Executive council of the Australian School of Business Advisory Board. The board considers Mr. Johnson's extensive business and financial experience will complement the existing skill base of the board. The board endorses the candidacy of Mr. Johnson as a Nonexecutive Director and considers that if elected, Mr. Johnson will be an independent Director. I now move that Mr. Mark Johnson be elected as a Director of the company. Is there any discussion on the appointment to the election of Mr. Johnson?

Unknown Executive

Mr. Chairman, I would like to introduce Joyce Young [ph] to the meeting.

Frank P. Lowy

Ms. Young.

Unknown Attendee

Mr. Chair, as Mr. Johnson is going to be a new Director and from what we can see of his background it is somewhat similar to that of Brian Schwartz, may we hear from him -- himself to tell us what he will be bringing to the company?

Frank P. Lowy

Well, I mean, this is not an election process. He is not a politician and he has the recommendation of the board and he will make a contribution, a substantial contribution. We are satisfied with that. And I would prefer not to have an election process at the election of board members.

Unknown Attendee

It's not an election process, Mr. Chairman, but simply to hear what he has to say himself. But I take your point, you are in control of the meeting and we defer.

Frank P. Lowy

What do you think? Mr. Deputy, would you like to say a few words?

Mark Roderick Granger Johnson

Thank you. Thank you. Look, I thank you, Chairman, and look, thank you for your question as well. I'm very happy to speak to this. Firstly, I'd like to say what a great privilege it would be for me to serve you and to focus on creating value with the other directors for Westfield and all the shareholders. In my 30-year career, I've worked in the U.K., in the U.S., in Europe and in Asia. I've served many of the world's major companies on major issues, many of sort of issues that the company here faces I have worked with. I've served Mirvac. I did the float of Mirvac many years in Australia, worked extensively in the property industry, in addition to serving a number of other country -- other companies in other industries. My experiences range from audit but due diligence work as I was assisting in acquisitions and disposals of businesses. My work is also being involved in floatations and fundraisings. So that's probably my professional career, very extensive and something I'm very proud. In terms of my leadership experience, I have worked for the firm in several countries and was on the International Strategy Counsel of PwC, so I played a key role in leading a firm that operates in over 100 countries with 170,000 employees. In Asia, I was the Deputy Chairman of Asia, a growing market, as you would know, for all organizations. In that particular capacity, I have some 35,000 people working with me in our business with $6,000 -- sorry, with $6 billion of turnover. Here in Australia, similarly, we -- I led a team of 6,000 people. And so I've got a lot of experience, wisdom and judgment. I've seen many issues which I believe will contribute to the discussion at the board level. Finally, I might just talk to my network because I've worked in so many countries, I'm very close to executives in some 20 or 30 countries certainly in the world. And I believe as this company expands beyond its shores even further, that those networks and contacts will be of value to the company. Thank you. Thanks for your question.

Frank P. Lowy

Thank you very much. Yes, ma'am. Could you -- no. Thanks very much, Mark, and -- for enlightening the meeting. And even though I was not excited by doing this, but I think you did a very good job. If you look at the proxy, I think so do -- the shareholders think the same. So congratulations, Mark, and welcome to the board.

Ladies and gentlemen, it now brings us to the final item of business which relates to extension of the group's current security buyback program. On 15th February, 2012 the group announced its intention to commence an on-market buyback of up to 10% of Westfield Group's stapled securities then on issue within 12 months of the announcement. On February 13 -- on 15 February, 2013, the group announced an extension of the buyback for a further period of 12 months. The group is now seeking the approval to allow an extension of the buyback, which would provide the group with the flexibility to buy up to 220 million securities within 12 months of the date of this meeting. However, there is no certainty

that the securities will be bought back. We will only do so when it is in the best interest of the securityholders. So factors we take into account are detailed in the notice of meeting. The full reasoning for the proposed resolution set out in the notice of meeting. Resolution 8 is a resolution for each -- of each Westfield Holdings Limited, Westfield America Trust and Westfield Trust. The resolution before the meeting is an ordinary resolution for each entity. I now move that the extension of the on-market buyback, as set out in the notice of meeting, be approved. Is there any discussion? Yes, sir.

Unknown Shareholder

Yes, Mr. Chair. I'm just wondering how much would you expect of what you've got at the moment that has been bought back and you intend giving back a capital of the -- the shares to shareholders. What sort of figure would be representative of that?

Frank P. Lowy

Well, it would represent 10% of our capital if we can buy all of those shares back.

Unknown Shareholder

Yes, but say you've got 100 shares in Westfield, how much can -- how much in dollars and cents would expect to get back? Is it $0.05 or $0.10 or 10% or what?

Frank P. Lowy

No, no. I think Peter is -- no, no. Go ahead. Go ahead, go. No problem. I've spoken enough here today.

Peter S. Lowy

Just to clarify, this is not a distribution from the company to its shareholders. What the company is seeking approval for is that it can buy shares on the market. So as part of the normal trading every day as shares get sold and get bought, the company can actually buy its own securities back. So it does so in a normal course of trading rather than having a special dividend to shareholders. So if you chose to sell your sharers, you just go sell them in the marketplace and the company may or may not be the purchaser of that stock. I see I've confused you.

Unknown Shareholder

Well, in the letter it -- I thought -- I'd assumed that the -- if you buyback shares, there would an increase in dividend on account of that. If you -- if it's -- if you...

Peter S. Lowy

Not necessarily.

Unknown Shareholder

Not necessarily.

Peter S. Lowy

That's a very -- it's a very different issue of whether you're returning capital through a dividend or you're buying shares back. Once you buy shares back, you cancel those shares. Once those shares are canceled, the dividend on the shares that keep -- that are outstanding still get paid at the same rate it got paid before.

Unknown Shareholder

So you're not canceling them?

Peter S. Lowy

As you buy shares back, you cancel them.

Unknown Shareholder

Right. Well, our capital is less?

Peter S. Lowy

Well the...

Unknown Shareholder

Total number of shares have been reduced?

Peter S. Lowy

Outstanding as well. That is correct.

Unknown Shareholder

Well, then I would think that to take account of that, there would be increase of the dividend would come to shareholders if you, again, you get the same amount of dividend?

Peter S. Lowy

Not necessarily. What happens is when the company cancels those shares, the shares -- the capital of that the company is reduced and a dividend isn't paid out on those shares. But as a shareholder, you would not be affected because whatever the dividend the company chooses to pay, you would still receive.

Frank P. Lowy

Yes, but what you are asking is, will it be more because you buy back shares?

Unknown Shareholder

Well, there is the possibility you would be -- that there'd be less money going out. If you buyback the shares, you're not going to -- on the shares that you buy back, there will be no dividend.

Peter S. Lowy

Correct.

Unknown Shareholder

Correct? Well, then...

Peter S. Lowy

Correct.

Unknown Shareholder

Then I should think that you would be able to increase the dividend on the shares that you haven't bought back.

Peter S. Lowy

Well, that -- the dividend policy is set by the board every year, so the board...

Unknown Shareholder

Well, I'm just asking you. That's what I'm interested in.

Peter S. Lowy

But the board will review -- reviews the situation on a yearly basis depending on earnings, depending on expenses, depending where the company is. So you will -- you may or may not get an increase in dividend because of the buyback.

Unknown Shareholder

Right. So I will -- we won't hear about this until next year unless you put it in the interim -- in the next interim.

Frank P. Lowy

That's right.

Peter S. Lowy

That would be correct, yes.

Unknown Shareholder

Well, I will look forward to hearing it.

Frank P. Lowy

Before we hang up, there's another Director, Roy Furman, who would like to tell you something more about that.

Roy L. Furman

I might suggest that the purchase of shares by the company at the correct price, and the company is showing great skill in buying at the right price, will shrink the capital base of the company as you suggested, but that means that the earning power of the company is used against the fewer number of shares, which creates higher earnings per share, which is generally reflected by the marketplace in a better price. So that you are benefiting, not by getting a pure return, but the share price underlying your holdings will be increasing theoretically as the company buys in its stock at the correct price.

Frank P. Lowy

Thank you. Are you okay with that answer?

Unknown Shareholder

Thank you.

Frank P. Lowy

Thank you. There's another question, I think.

Unknown Executive

Mr. Chairman, I'd like to introduce Phil Robson [ph] to the meeting.

Unknown Attendee

Mr. Chairman, the question or the comment I wanted to make was just made by Mr. Furman, I think. Was it?

Frank P. Lowy

Yes.

Unknown Attendee

In theory, the share price will go up because there's less shares if you cancel them. Is that correct?

Frank P. Lowy

That's correct. I mean, in theory you say that. But in practice, you have less shareholders or less amount of shares that own the assets of the company.

Unknown Attendee

Well, it's up to the market to set the price.

Frank P. Lowy

It's up to the market to decide what the price is.

Unknown Attendee

Yes, but the theory is that the share price will -- should increase?

Frank P. Lowy

Should.

Unknown Attendee

Should, yes. I choose that word very carefully.

Frank P. Lowy

That's right. That's why I repeated it.

Unknown Attendee

I'm sorry?

Frank P. Lowy

That's why I repeated it. It should, yes. Thank you. Are there any a other comments or questions? If there aren't any, the results appear on the screen behind me. And I think it's also in favor.

So that was the last item of formal business. I've not yet cast your votes as I now ask you to do so. If you need assistance, in the beginning of the meeting, I think I outlined it in great length. And I don't know whether you remember them all because I don't, including something written, if you have lost your voting card, please speak to the Computer staff. Computer staff hand out and -- have all persons wishing to cast their vote placed in the voting card in the ballot box? I think this machine is not right. I don't have enough light here. Which one? Here. Ladies and gentlemen, if you need assistance, including something to write with or if you have lost your voting card, please speak to the computer staff member. That's it? So what do I say now? We will take a few minutes before you fill your card. Don't go away, we've got some coffee and sandwiches for you here. After listening to us for so long, you're entitled to get something.

[Voting]

Frank P. Lowy

Have all persons wishing to cast their vote placed their voting card in the ballot box? It looks like it. Thank you, ladies and gentlemen, the poll is now closed. The results will be announced at the ASX this afternoon and you will be accessed -- you will be able to access the announcement via the website.

Ladies and gentlemen, I invite you to join the board members and -- of senior executive management for refreshments in the Macquarie room across the corridor. That concludes the business of the Annual Meetings of Westfield Holdings, Westfield Trust and Westfield America Trust. I declare the meeting closed. I would like to thank you for your -- for coming, and I hope to see all of you and maybe more with some very good results that the company is working on during the current year. Thank you very much, ladies and gentlemen.

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