Shareholder meeting of Rodamco North America deferred

25 February 2002

Countries: United States

Monday February 25, 2002

Following the release of the Investigators Report into the policy and conduct of Rodamco North America (RNA), a hearing of the Enterprise Chamber of the Amsterdam Court of Appeal was held on Friday 22 February 2002. The hearing was at the request of the Dutch Shareholders Associations (VEB) in order to consider the VEB’s demands that the Court:

a. Make a finding of mismanagement by RNA’s Boards in taking defensive measures and implementing various employment arrangements for RNA executives; and

b. Order temporary measures, including a delay in the upcoming Extraordinary General Meeting (EGM) of RNA scheduled for 26 February 2002, pending the dissemination of further information to RNA shareholders related to the mismanagement proceedings.

The Court ruled from the bench, on Friday evening, that RNA’s shareholders are not allowed to vote at the EGM scheduled on 26 February 2002. As a result, RNA has decided to defer the EGM.

Furthermore, the Court has set a hearing to further consider the mismanagement claims for 21 March 2002.

The Court is expected to issue a written ruling on Monday 25 February 2002.

During the proceedings, Stichting RNA (the RNA voting foundation) committed to the Court that it would abstain from voting at the EGM and that it would unwind itself. Notwithstanding Stichting RNA’s commitments, the Court suspended its voting rights.

No claims were made at the hearing, and the Court did not issue any ruling, with regard to Westfield’s shareholder rights. As previously announced, Westfield will be voting its shares in favour of the transaction.

The EGM of RNA shareholders is expected to be held as soon as possible either prior to, or shortly after, the Court hearing on 21 March 2002.

In spite of the delay in convening the EGM, Westfield expects that the completion date of the transaction will remain unchanged.