9 December 2009

Ms L Wigneswaran Adviser, Issuers Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Sydney

Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

Dear Ms Wigneswaran

CKT Announcement

For reference, please find attached a copy of the announcement made by Challenger Kenedix Japan Trust (CKT) this morning.

Yours sincerely

Suzanne Koeppenkastrop Company Secretary

Melbourne Level 10, 101 Collins Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 03 8616 1800 Facsimile 03 8616 1899 Brisbane Level 7, 320 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone 07 3218 8000 Facsimile 07 3220 3132 Perth Level 3, 55 St Georges Terrace PO Box Z5065, St Georges Terrace, Perth WA 6831 Telephone 08 9223 7800 Facsimile 08 9221 2499 Adelaide Level 1, 212 Pirie Street Adelaide SA 5000 Telephone 08 8228 3270 Facsimile 08 8212 1661

Challenger Financial Services Group Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life No.2 Limited ABN 44 072 486 938 AFSL 234670 Challenger Commercial Lending Limited ABN 65 000 033 143 Challenger Managed Investments Limited ABN 94 002 835 592 AFSL 234668 RSE Licence No. L0002967 Challenger Listed Investments Limited ABN 94 055 293 644 AFSL 236 887 CIF Investment Trust 1 ARSN 114 139 703 CIF Investment Trust 2 ARSN 114 139 632 Challenger Wine Trust ARSN 092 960 060 Challenger Diversified Property Trust 1 ARSN 121 484 606 Challenger Diversified Property Trust 2 ARSN 121 484 713 Challenger Kenedix Japan Trust ARSN 124 068 971 Challenger Management Services Limited ABN 29 092 382 842 AFSL 234 678 Challenger Retirement Services Pty Limited ACN115 534 453 AFSL295642 RSE Licence No. L0001304

MARKET RELEASE

CHALLENGER KENEDIX JAPAN TRUST ANNOUNCES RECOMMENDED \$1.00 CASH OFFER

9 December 2009, Sydney: Challenger Listed Investments Limited (CLIL), the Responsible Entity of Challenger Kenedix Japan Trust (ASX:CKT), today announced a proposal which, if approved and implemented, will result in Challenger Life Company Limited (CLC) owning all of the units in CKT and the unitholders receiving cash consideration of \$1.00 for each unit (Proposal). The Proposal is subject to the approval of unitholders and certain other conditions being satisfied.

The Independent Directors of CLIL unanimously recommend the Proposal in the absence of a superior proposal.

The Chair of CLIL, Ms Brenda Shanahan, said: "The Proposal provides CKT unitholders with certain value at a premium to levels at which CKT is likely to trade given the challenges facing the trust."

Key points of Proposal:

CLC to subscribe for new units in CKT and the proceeds to be used to redeem all of the existing CKT units at a cash price of \$1.00 per CKT unit, representing a premium of:
◊ 49.0% over the adjusted closing price on 8 December 2009 of \$0.67¹ , being the last day prior to this announcement;
◊ 45.2% based on the adjusted one month volume weighted average price (VWAP) to 8 December 2009 of \$0.69¹
◊ 45.1% based on the adjusted three month VWAP to 8 December 2009 of \$0.69¹ ; and
◊ 82.9% based on the adjusted six month VWAP to 8 December 2009 of \$0.55¹ .
December 2009 estimated distribution of \$0.03 per unit, also announced today, to be paid to unitholders on 26 February 2010.
The Independent Directors of CLIL unanimously recommend the proposal in the absence of a superior proposal.
The Independent Expert, Deloitte Corporate Finance Pty Ltd, has provided an opinion that the offer, while not fair, is reasonable and is in the best interests of CKT unitholders.

Commenting on the background to the Proposal, CKT Fund Manager Brett McCarthy said: "Whilst CKT's operational performance continues to be strong, the trust faces a number of external challenges that have contributed to the discount at which CKT units trade relative to net tangible asset (NTA) backing.

¹ All unit price and premia data has been adjusted proportionately for the estimated distribution of \$0.03

"Market conditions in Japan remain difficult, with continued pressure on asset values reflected in updated November 2009 valuations reducing the appraisal value of the portfolio by 4.7%, which translates into a reduction in pro-forma NTA1 to \$1.80, compared to \$2.02 at 30 June 2009. These asset devaluations have reduced covenant headroom, and together with a more constrained lending market in Japan, will most likely require CKT to raise additional equity prior to the refinancing of existing debt facilities in 2012. Other factors, including exposure to AUD/JPY exchange rate volatility, limited trading liquidity, and lack of sufficient scale to make accretive acquisitions have also adversely impacted investor sentiment toward CKT."

Ms Shanahan further commented: "Given the challenges facing CKT, the CLIL Board has been proactive in considering a range of strategic options to maximise unitholder value including maintaining the status quo, a recapitalisation via an equity raising and / or selected asset sales, an orderly wind up, a merger with another REIT and inviting proposals for the acquisition of CKT. The Board analysed the potential value under each option for a CKT unitholder, as well as the risks associated with realising that value. After receipt and assessment of the Proposal from CLC, the Independent Directors considered that, in the absence of a superior proposal, the Proposal provides the most compelling and most certain value proposition for all unitholders."

The scheme booklet will include a more detailed explanation of the strategic options along with a copy of the Independent Expert's report. The scheme booklet will be lodged with ASIC today and should be sent to CKT Unitholders in early January 2010. This would allow the unitholder meeting to consider the Proposal to be held in late January 2010, with completion in early February 2010 if the scheme is approved by unitholders and other conditions are satisfied.

A copy of the Scheme Implementation Agreement (SIA) with CLC also accompanies this document.

The Independent Directors are being advised by UBS Investment Bank and Blake Dawson.

END

For more information, please contact:

Investors	Luke Keighery Investor Relations Challenger Kenedix Japan Trust	Media	Mark Rudder Director Cosway Australia
	PH: +61 2 9994 7633		PH: + 61 2 9929 8344

Important notice:

Any forward looking statements included in this document are by nature subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, CLIL, so that actual results or events may vary from those forward looking statements, and the assumptions on which they are based.

¹ As at 30 November 2009, based on exchange rate of AUD/JPY 81.84. Pro forma NTA equals 30 June 2009 NTA adjusted for changes in property valuations and currency movements

Implementation Agreement

Challenger Listed Investments Limited ABN 94 055 293 644 aS responsib re entity of Challenger Kenedix Japan Trust ARSN 124 068 971

Challenger Life Company Limited ABN 44 072 486 938

Blake Dawson

Lave136, Grosvenor place 225 George Street Sydney NSW 2000 Australia T 61 2 92.58 6000 F 61 2 9258 6999

Rdomnco SJD MUR DIVCM 02-2013-8574 @Slake Dawson 2009

INTERPRETATION	1.
		1.1	Definitions
		1.2	Rules for interpreting this document
		1.3	Non-Business Days
SCHEME	2.
		2.1	Scheme
		2.2	CLC to assist
CONDITIONS	3.
		3.1	Obligations not binding until Conditions satisfied
		3.2	Conditions
		3.3	Waiver of a Condition
		3.4	Fulfilment of each Condition
		3.5	if a Condition is not fulfilled or waived
		3.5	Consultation on communications with ASIC and ASX
4.1	4.		CONDUCT OF BUSINESS BEFORE IMPLEMENTATION DATE
			Conduct in the ordinary course	13
		4.2	Distribution	13
UNDERTAKINGS	5.			14
		5.1	CLIL's obligations	14
		5.2	CLC's obligations	14
	6.		PREPARATION OF SCHEME BOOKLET	15
		6.1	CLIL to prepare Scheme Booklet	15
		6.2	Compliance requirements	15
		6.3	Responsibility Statement	15
		6.4	CLC Information	15
		6.5 6.6	Review by CLC	15
		6.7	Dispute as to Scheme Booklet Consent of CLC	15
		6.8	Verification	16
		6.9	Updating Scheme Booklet	16 16
	7.		IMPLEMENTATION OF SCHEME	16
		7.1	CLIL's obligations
		7.2	CLC's obligations	16
		7.3	Delisting	17 17
ACCESS TO INFORMATION	8.			17
		8.1	CLIL to give access to information
		8.2	Information provided subject to confidentiality obligation	17 18
BOARD RECOMMENDATIONS	9.			18

	9.1	Agreed Announcement
	9.2	Independent Directors	18
	9.3	Independent Director intentions	18
	9.4	Independent Director voting	18
			19
10.		ANNOUNCEMENT	19
	10.1	No Announcement
	10.2	Notice of Announcement	19 19
11.		TERMINATION	19
	11.1	When a party may terminate
	11.2	Termination by CLC	19
	11.3	Termination by CLIL	20
	11.4	Effect of termination	20
12.		REPRESENTATIONS AND WARRANTIES	20
			21
	12.1	CLC representations and warranties	21
	12.2	CLIL representations and warranties	22
	12.3	Reliance on representations and warranties	23
	12.4	Notifications	23
	12.5	Separate Warranties	23
13.		INDEMNITIES	23
	13.1
	13.2	Indemnities by CLC	23
		Indemnities by CLIL	23
14.		NO SHOP AND DUE DILIGENCE RESTRICTION	24
	14.1	No shop restriction
	14.2	Restriction on due diligence	24
	14.3	Normal provision of information	24
	14.4	Notification of a receipt of a Superior Proposal	24
	14.5		25
		Right to put Counterproposal	25
	14.6	Consideration of Counterproposal	25
	14.7	Acknowfedgernent	25
15.		REIMBURSEMENT OF COSTS	25
	15.1	Acknowledgements
	15.2	Reimbursement of Costs	25
	15.3	Compliance with law	26
	15.4	No other liability	26
16.	RELEASE		26
			27
17.	GST		27
	17.1
		GST payable in addition to consideration for taxable supplies	27
	17.2	Tax invoice	27
	17.3	Consideration exclusive of GST	27
	17.4	Reimbursement of costs etc	27
18.	NOTICES		27

	18.1	How to give a notice	27

	18.2 18.3	When a notice is given Address for notices	28 28
19.		CLIL LIMITATION OF LIABILITY	28
	19.1 19.2 19.3	Application of this clause Liability Survival	28 28 29
20,		AMENDMENT AND ASSIGNMENT	29
	20.1 20.2	Amendment Assignment	29 29
21.	GENERAL		29
	21.1 21,2 21.3 21.4 21.5 21.6 21.7 21.8 21.9 21.10 21.11 21.12	Governing law Liability for expenses Giving effect to this document Waiver of rights No partnership or agency Operation of this document Operation of indemnities Consents No merger Exclusion of contrary legislation Inconsistency with other documents Counterparts	29 29 29 30 30 30 30 30 30 31 31 31
Schedule
1		SUPPLEMENTAL DEED	32
2	DEED POLL		33
3	TIMETABLE		34
4		RESPONSIBILITY STATEMENT	35

implementation Agreement

b/iee DATE I December 2009

PARTIES

Challenger Listed Investments Limited ABN 94 055 293 644 (CLIL) as responsible entity of Challenger Kenedix Japan Trust ARSN 124 068 971 (CKT)

Challenger Life Company Limited ABN 44 072 486 938 (CLC)

RECITAL

A. CLC proposes to acquire all of the issued units in CKT by way of the Scheme.
B. It is proposed that pursuant to the Scheme, CLC (or the CLC Nominees) will subscribe for the New Units and CLIL will redeem the Scheme Units (being all of the CKT Units on issue at the Record Date).
C. CLIL has agreed to propose the Scheme and issue the Scheme Booklet at the request of CLC, and CLIL and CLC have agreed to implement the Scheme on the terms and conditions of this document

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

The following definitions apply in this document:

Adviser means in relation to a person, any financier, financial adviser, corporate adviser or legal adviser who provides advisory services in a professional capacity to the market in general and who has been engaged by that person.

Agreed Announcement means the Announcement to be made by each of CLIL and CLC in the form agreed by the parties.

Announcement means a press release, announcement or other public statement

ASIC means the Australian Securities and Investments Commission.

ASIC Modifications means:

(a) relief from the requirement in section 601 PC(1)(d) of the Corporations Act to treat all CKT Unitholders equally to allow CLIL to redeem the Scheme Units;
(b) deletion of Part 5C.6 and modifications to section 601GA(4)(b) and (c) of the Corporations Act to allow CKT Unitholders to withdraw from CKT in accordance with the Scheme while CKT is illiquid; and
(c) a modification of item 7 of section 611 of the Corporations Act, to allow CKT Unitholders other than CLC and its associates (unless the associate is a custodian, nominee, trustee, responsible entity or other fiduciary which has received a

specific instruction from a third party beneficiary, who is not an associate of CLC, directing the associate how to vote) to vote in favour of the Scheme for the purpose of item 7 of section 611 of the Corporations Act.

ASX means the Australian Securities Exchange or ASX Limited (ABN 98 008 624 691), as the context requires.

ASX Waivers and Confirmations means:

(a) a waiver from Listing Rules 7.1 and 10.11 to allow New Units to be issued to CLC without the prior approval of CKT Unitholders; and
(b) such confirmations from ASX as the parties consider necessary in order to implement the Scheme.

Authorisation means:

(a) art approval, authorisation, consent, declaration, exemption, licence, notarisation, permit or waiver, however it is described, including any renewal or amendment and any condition attaching to it; and
(b) in relation to anything that could be prohibited or restricted by law, if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken.

Business pay means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney.

Change of Control Event means, for a corporation:

(a) a change in the ability to control the composition of the board of directors or equivalent managing body of the corporation; or
(b) a party who did not previously own (directly or indirectly) more than half the issued shares or other equity interests of the corporation, acquires (directly or indirectly) more than half the issued shares or other equity interests of the corporation (in each case not counting any share or other equity interest which carries no right to participate beyond a specified amount in the distribution of either profit or capital).

CKT Constitution means the constitution establishing CKT, as amended from time to time.

CKT Information means all information in the Scheme Booklet or otherwise provided to CKT Unithoiders in connection with the Scheme, other than the CLC Information.

CKT Unitholder means a person who is registered as the holder of a CKT Unit in the CKT Unit Register from time to time.

CKT Unit Register means the register of holders of CKT Units from time to time, as administered by CLAL.

CKT Unit means an ordinary unit on issue in CKT.

Craim means, in relation to a person, any claim, allegation, cause of action, proceeding, liability, suit or demand made against the person concerned however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

CLC Group means CLC and its related bodies corporate other than CLIL and CLC Group Member means any one of them.

CLC Information means the information CLC has provided to CLIL for inclusion in Section 6 of the Scheme Booklet, including information as to the funding arrangements it has made to provide the monies for the Subscription Price per New Unit and information as to CLC's opinions, views, intentions, and decisions in relation to CKT.

CLC Nominees means Challenger Life Nominees Pty Limited ABN 39 091 336 793 (as trustee for Challenger Japan Listed Property Holding Trust) and Challenger Capital Markets Limited ABN 38 099 742 122.

CLIL Board means the board of directors of CLIL (in its capacity as responsible entity of CKT).

CLIL Director means a director on the CLIL Board,

Competing Proposal means any indicative non-binding offer, proposal, offer, transaction or arrangement (other than the Proposal) by or with any person pursuant to which, if the indicative non-binding offer, proposal, offer, transaction or arrangement is entered into or completed substantially in accordance with its terms:

(a) a Third Party will (other than as custodian, nominee or bare trustee):
(i) acquire an interest in, or a relevant interest in or become the hoiden of, 50% or more of the CKT Units;
(ii) directly or indirectly acquire, obtain a right to acquire, or otherwise obtain an economic interest in all, or a substantial part of, the assets or business of CKT;
(iii) otherwise acquire control (within the meaning of section 50AA of the Corporations Act) of CKT; or
(iv) otherwise directly or indirectly acquire, merge or amalgamate with CKT or a substantial part of its assets or business, whether by way of takeover offer, trust scheme, unitholder approval acquisition, capital reduction, unit buy-back or repurchase, sale or purchase of assets, joint venture, reverse takeover, dual-listed company structure, recapitalisation, establishment of a new holding company for CKT or other synthetic merger or any other transaction or arrangement; or
(b) CKT would be required to abandon or otherwise fail to proceed with the Schema or the Proposal, by whatever means.

Condition means a condition precedent in clause 3.2.

Confidentiality Agreement means the confidentiality agreement dated 18 November 2009 between Challenger Management Services Limited (in its capacity as manager) and CLC.

Corporations Act means the Corporations Act 2001 (Cth) as modified in respect of CKT or the Scheme.

Deed Poll means a document substantially in the form of Schedule 3 under which CLC covenants in favour of Scheme Participants to perform its obligations under this document.

Disclosure Material means:

(a) the due diligence information disclosed by or on behalf of CKT to CLC at the request of CLC or otherwise pursuant to the Confidentiality Agreement and the Due Diligence Protocols; and

(b) information available on the Public Registers on or before the date of the document.

Due Diligence Protocols means the protocols put in place by CLIL and acknowledged and agreed to by CLC, to manage compliance with the Confidentiality Agreement and record the terms on which due diligence materials were provided to CLC by CLIL, CKT and others.

Effective means the coming into effect of the Supplemental Deed pursuant to section 601 GC(2) of the Corporations Act.

Effective Date means the date on which CLIL lodges the Supplemental Deed with ASIC.

End Date means 28 February 2010, subject to any extension under clause 3.5.

Finance Agreements means:

(a) 2002 ISDA Master Agreement dated 14 December 2007 between Commonwealth Bank of Australia and CLIL as responsible entity of CKT, and any confirmation issued pursuant to that agreement;
(b) 1992 ISDA Master Agreement dated 2007 between UBS AG (ARBN 086 129 613) and CLIL as responsible entity of CKT, and any confirmation issued pursuant to that agreement;
(c) Loan Agreement dated 23 April 2007 between Sumitomo Mitsui Banking Corporation as lender, Sumitomo Mitsui Banking Corporation as agent and Sub TK One Joint Venture Company as lender;
(d) Loan Agreement dated 7 September 2007 between Shinsei Bank Limited and Sub TK Two Joint Venture Company; and
(e) Project Contract dated 7 September 2007 between Shinsei Bank Limited, Sub TK Two Joint Venture Company Limited and Kenedix Advisors Company Limited.

F% Rate means, for any day, the 10am (ASST) fixing rate quoted on Bloomberg (code AUDJPY Curney BFIX) and expressed as JPY per AUD 1.00.

Governance Protocols means the governance protocols dated 24 November 2009 as amended or supplemented from time to time, put in place and adopted by the CLIL Board and the board of directors of CLC and certain other entities related to CLC or CLIL.

Government Agency means a government, government department or a governmental, semi-governmental, administrative, statutory or judicial entity, agency, authority, commission, department, tribunal, or person charged with the administration of a law or agency, whether in Australia or elsewhere, including ASIC and any self regulatory organisation established under statute or by ASX,

GST means the same as in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guidance Note 15 means Guidance Note 15: Listed Trusts and Managed Investment Scheme Mergers issued by the Takeovers Panel of Australia.

Implementation Date means the date which is 2 Business Days after the Record Date or such other date as the parties agree in writing.

Independent Directors means each of Ms Brenda Shanahan, Mr Ian Martens, Mr Geoffrey MoWilliam, Mr Michael Cole and Mr Ian Moore.

Independent Expert means Deloitte Corporate Finance Pty Limited (ABN 19 003 833 127).

Independent Expert's Report means the report prepared by the Independent Expert stating whether or not, in his or her opinion:

(a) the Scheme is fair and reasonable for the CKT Unitholders not associated with CLC; and
(b) the Scheme is in the best interests of the CKT Unitholders.

Insolvency Event means, in relation to a person;

(a) (insolvency official) the appointment of a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other insolvency official (whether under an Australian law or a foreign law) to the person or to the whole or a substantial part of the property or assets of the person;

(b) (arrangements)

(i) the entry by the person into a compromise or arrangement with its creditors generally or, if it is a trustee, the creditors of its trust generally; or
(ii) the person executes a deed of company arrangement;
(c) (winding up)
(i) a court makes an order for the winding up of the person; or
(ii) the making of an application or order for the winding up or dissolution of the person, other than where the application or order (as the case may be) is set aside within 14 days;
(d) (statutory demand) being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
(e) (suspends payments) the person suspends or threatens to suspend payment of its debts or, if it is a trustee, the debts of the trust;
(f) (insolvency) the person is or becomes unable to pay its debts or, if it is a trustee, the debts of its trust, as and when they fall due within the meaning of the Corporations Act or is (or if it is a trustee, its trust is) otherwise presumed to be insolvent under the Corporations Act; or
(g) (analogous event) any analogous event occurring in relation to that person under the laws of another jurisdiction,

provided that any event or circumstance in respect of a person which is fairly disclosed to CLC in the Disclosure Materials will not constitute an Insolvency Event in respect of that person for the purposes of this document,

Japan Investment Management Agreement means the investment management agreement dated 19 March 2007 entered into between the Master TK Operator and Kenedix, Inc. and subsequently assigned by Kenedix, Inc. to Kenedix Advisors.

Kenedix Advisors means Kenedix Advisors, Inc., a company incorporated in Japan having its head office at KDX Shimbashi Building, 2-9 Shimbashi 2-chome, Minato-ku, Tokyo.

Kenedix Change in Control Event means a Change of Control Event occurring in respect of Kenedix Inc. or Kenedix Advisors, other than any Change of Control Event the details of which have been fairly disclosed to CLC in the Disclosure Materials.

Kenedix, Inc. means Kenedix, inc., a company incorporated in Japan having its head office at KDX-Shinbashi Building, 2-2-9, Shinbashi, Minato-ku, Tokyo.

Listing Rules means the Listing Rules of ASX as waived or modified in respect of CKT or the Scheme.

Loss indudes any loss, damage, liability, compensation, fine, penalty, charge, payment, cost or expense however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Manager means Challenger Management Services Limited (ABN 29 092 382 842).

Management Agreement means the agreement dated 1 March 2007 entered into between CLIL and the Manager relating to the fund management services provided to CLIL.

Master TK Operator means Godo Kaisha Kenedix Master TK.

Master TK Agreement means the agreement dated 16 March 2007 entered into between CLIL and the Master TK Operator pursuant to which CLIL has invested capital in the business of the Master TK Operator.

Material Adverse Change means:

(a) any material adverse change of an ongoing nature to the business, financial position or results of operations or financial perform ance of CKT from the business, financial position or results of operations or financial performance of CKT existing as at the date of this document; or
(b) an event occurs which would result in a reduction in Underlying Operating Earnings of greater than ¥ 150 million calculated on an annualised basis.

Material Contract means:

(a) any currency hedge contract to which CKT is a party (acting through CLIL as responsible entity of CKT);
the Management Agreement; and (b)
the Master TIC Agreement. (c)

Meeting Date means the date on which the Scheme Meeting is held.

New Units means a number of ordinary Units in CKT equal to the number of Scheme Units.

No Shop Period means the period from the date of this document until the earlier of:

(a) the Implementation Date;
(b) the End Date; and
(c) termination of this document.

Notice of Meeting means the notice convening the Scheme Meeting together with proxy form for the Scheme Meeting.

Prescribed Occurrence means, in relation to CKT:

(a) CKT (acting through CLIL as responsible entity of CKT) converts all or any of its securities into a larger or smaller number of securities;
(b) CKT (acting through CLIL as responsible entity of CKT) reduces or resolves to reduce its capita( in any way;
(c) CKT (acting through CLIL as responsible entity of CKT):
(i) enters into a buy-back agreement; or
(ii) resolves to approve the terms of a buy-back agreement under the Corporations Act;
(d) CKT (acting through CLIL as responsible entity of CKT) issues securities or grants an option over its securities, or agrees to make such an issue or grant such an option;
(e) CKT (acting through CLIL as responsible entity of CKT) issues, or agrees to issue, convertible notes or any other security or instrument convertible into securities;
(f) CKT (acting through CUE_ as responsible entity of CKT) creates, or agrees to create, any mortgage, charge, lien or other encumbrance over the whole or a substantial part of the business or property of CKT;
(g) CKT (acting through CLIL as responsible entity of CKT) disposes or agrees to dispose of the whole or a substantial part of its business or property;
(h) an Insolvency Event occurs in relation to CKT;
(i) CLIL makes any amendment to the CKT Constitution ;
(j) CKT (acting through CLIL as responsible entity of CKT) agrees to pay, declares, pays or makes, or incurs a liability to pay or make ^a distribution of income, profits, assets or capital, other than a distribution for the six months ending 31 December 2009 in an amount not exceeding 3 cents per CKT Unit;
(k) CKT (acting through CLIL as responsible entity of CKT);
(i) changes the terms of any Material Contract (other than any changes requested or approved by CLC);
(ii) terminates any Material Contract;
(iii) pays, discharges or satisfies any claims, liabilities or obligations under any Material Contract other than the payment, discharge or satisfaction in accordance with its terms;
(iv) waives any material claims or rights under, or waives the benefit of any provision of, any Material Contract; or
(v) where its consent is required to the Master T1< Operator taking any action under the Master TK Agreement, it gives that consent (except for any consent required for the Master TK Operator to enter into an agreement with Kenedix Advisors to vary the fees payable under the Japan Investment Management Agreement if the Scheme is implemented or any

other consent required for the purpose of implementing the Scheme or requested to be given, or approved, by CLC),

but excluding any matter:

(I) required to be done or procured by CLIL under this document or the Scheme; or
(m) which has previously been disclosed to ASX or which was fairly disclosed in the Disclosure Material.

Proposal means the Scheme proposal pursuant to which CLC (or the CLC Nominees) will subscribe for the New Units and the Scheme Units will be redeemed.

Public Registers means the records made available for public inspection by ASIC and ASX

Record Date means 7 pm an the date that is 5 Business Days after the Effective Date or such other date as may be agreed by the parties in writing. a (a) related body corporate; or

Redemption Price means \$1.00 per Scheme Unit.

Relevant Date means, in relation to a Condition, the date or time specified in this document for its fulfilment or such later date or time as the parties agree in writing.

Representative means, in relation to a person:

(b) an officer of the person or any of the person's related bodies corporate; or
(c) an Adviser to the person or any of the person's related bodies corporate.

Responsibility Statement means the statement that is to be included in the Scheme Booklet in the form set out in Schedule 4.

Scheme means the arrangement, in accordance with Guidance Note 15, under which CLC (or the CLC Nominees) subscribes for the New Units and CLIL redeems all of the Scheme Units that is facilitated by amendments to the CKT Constitution as set out in the Supplemental Deed, subject to the Scheme Resolutions being approved by the requisite m ajorities of CKT Unitholders.

Scheme Booklet means the explanatory memorandum to be prepared by CLIL in respect of the Scheme including the Independent Expert's Report, the Notice of Meeting, this document, the Supplemental Deed and the Deed Poll.

Scheme Meeting means the general meeting of CKT Unitholders to be held to consider and, if thought fit, to approve the Scheme Resolutions.

Scheme Participants means each person registered as the holder of a Scheme Unit on the Record Date,

Scheme Resolutions means resolutions of CKT Unitholders to approve the Scheme including:

(a) an ordinary resolution approving for all purposes, including item 7 of section 811 of the Corporations Act, the steps required to implement the Scheme;
(b) a special resolution for the purpose of section 601 GC(1) of the Corporations Act to approve the amendments to the CKT Constitution as set out in the Supplemental

Deed and to authorise CLIL to execute and lodge with ASIC the Supplemental Deed to give effect to those amendments.

Scheme Unit means a CKT Unit on issue on the Record Date.

Subscription Price means \$1.00 per New Unit.

Superior Proposal means a bona fide Competing Proposal that the Independent Directors determine, acting in good faith and in order to satisfy what the Independent Directors consider to be their fiduciary or statutory duties (arid after having obtained advice from their financial and legal advisers):

(a) is capable of being valued and completed, taking into account all aspects of the Competing Proposal; and
(b) would, if completed substantially in accordance with its terms, be more favourable to the CKT Unitholders than the Proposal, taking into account all the terms and conditions of the Competing Proposal,

after taking into account a qualitative assessment of the identity, reputation and financial standing of the party making the Competing Proposal.

Supplemental Deed means a deed poll pursuant to which CLIL (in its capacity as responsible entity of CKT) will amend the CKT Constitution, the form of which is set out in Schedule I1, with any alterations or amendments approved in writing by CLIL and CLC.

Third Party means a person other than a CLC Group Member.

Timetable means the indicative timetable in relation to the Scheme, as set out in Schedule 3, or such other indicative timetable as may be agreed in writing by the parties.

Trading Cessation Date means the date which is 4 Business Days prior to the Record Date or such other date as the parties agree in writing.

Underlying Operating Earnings means the rent and other operating revenues fees cost of sales (both expressed in Yen) of the Master TK Operator calculated consistently with the principles, policies and procedures used in the preparation of the Yen-denominated audited consolidated accounts on an AIFRS basis of the Master TK Operator (save that, if an Insolvency Event has occurred in respect of a tenant under a lease at the time a Material Adverse Change occurs with the consequence that the rent being paid under that lease at that time is being paid out of a security deposit referable to that tease, that rental income will not be included in determining the rent and other operating revenues).

1.2 Rules for interpreting this document

Headings and catchwords are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:
(i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(ii) a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
(iii) a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;
(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
(v) anything (including a right, obligation or concept) includes each part of it.
(b) A singular word includes the plural, and vice versa.
(c) A word which suggests one gender includes the other genders.
(d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
(e) if an example is given of anything (including ^a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
When used in the lower case, the words associate, control, controller, entity, officer, related body corporate, relevant interest and subsidiary have the same meaning as in section 9 the Corporations Act. (f)
A reference to information is to information of any kind in any form or medium, whether formal or iinfomnal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets. (9)
(h) A reference to \$, dollar or cent is to Australian currency.
(i) A reference to'*, JPY or Yen is to Japanese currency.
(j) The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.
(k) The expression this document includes the agreement, arrangement, understanding or transaction recorded in this document.
(I) Words defined in the GST Law have the same meaning in clauses concerning GST.
If a person is a member of a GST group, references to GST for which the person is liable and to input tax credits to which the person is entitled include GST for which the representative member of the GST group is liable and input tax credits to which the representative member is entitled. (m)
(n) References to GST extend to any notional liability of any person for GST and to any amount which is treated as GST under the GST Law, and references to an input tax credit extend to any notional input tax credit to which any person is entitled.
(o) A reference to time in this document is a reference to the time in Sydney, New South Wales.

1.3 Non-Business Days

if the day on or by which a person must do something under this document is not a Business Day:

(a) if the act involves ^a payment that is due on demand, the person must do it on or by the next Business Day; and
(b) in any other case, the person must do it on or by the previous Business Day.

2. SCHEME

2.1 Scheme

CLIL agrees to propose and implement the Scheme on and subject to the terms and conditions of this document, and to use all reasonable endeavours to do so in accordance with the Timetable and otherwise as soon as is reasonably practicable.

2.2 CLC to assist

CLC agrees to assist CLIL in proposing and implementing the Scheme on and subject to the terms and conditions of this document, and to use all reasonable endeavoursta do so in accordance with the Timetable and otherwise as soon as is reasonably practicable.

3. CONDITIONS

Obligations not binding until Conditions satisfied 3.1

Subject to this clause 3, the obligations of CLIL under clause 7.1 do not become binding until the Conditions are satisfied or waived under clause 3.3.

3.2 Conditions

The Conditions are:

(a) (ASIC Modifications) before the Meeting Date ASIC has granted the ASIC Modifications or, in respect of any ASIC Modification which has not been granted, has indicated in writing that such a modification is not required;
(b) (ASX Waivers and Confirmations) before-the Meeting Date, ASX has granted the ASX Waivers and Confirmations or, in respect of any ASX Waiver which has not been grannted, has indicated in writing that such a waiver or confirmation is not required;
(c) (Independent Expert's Report) the independent Expert's Report concludes that the Scheme is in the best interests of the CKT Unitholders;
(d) (CKT Unitholder approval) the Scheme Resolutions are approved at the Scheme Meeting by the requisite majorities of the CKT Unitholders under the Corporations Act and in accordance with Guidance Nate 15;
(e) (no Material Adverse Change) from the date of this document until 8.OOam on the Effective Date there is no Material Adverse Change;
(f) (no Prescribed Occurrence) from the date of this document until 8.00arn on the Effective Date there is no Prescribed Occurrence;
(g) (no Insolvency Event) no Insolvency Event occurring in relation to either Kenedix, Inc. or Kenedix Advisors prior to 8.OOam on the Effective Date;
(h) (Finance Agreements) no event of default occurring under any of the Finance Agreements prior to 8.00am on the Effective Date (other than an event of default

which occurs by reason of any transactions contemplated by this document, including the Proposal and the Scheme);

(I) (Kenedix Change of Control) no Kenedix Change of Control occurring prior to 8.Q0am on the Effective Date;
(I) (FX movement) on the Meeting Date, the FX Rate is in the range of JPY TO to JPY 90 (both figures inclusive).

3.3 Waiver of a Condition

(a) The following Conditions are for the benefit [if fhra fnllniuinn r,^,+,..,r err ems.

Condition	party
3.2(a), 3.2(b), 3.2(d)	CLIL and CLC
3.2(c)	CLIL
3.2(e), 3.2(f), 3.2(g), 3.2(h), 3.2(i), 3.2(j)	CLC

(b) if a Condition has been included for the benefit of one party only, only that party may, in its sole and absolute discretion, waive the breach or non-fulfilment of the Condition (except that a party must not waive a Condition if it would result in a breach of law).
(e) if a Condition has been included for the benefit of more than one party, the breach or non fulfilment of the Condition may be waived only by the consent of all those parties.
(d) The breach or non-fulfilment of a Condition may only be waived in writing.
(e) Waiver of the breach or non fulfilment of a Condition does not:
(i) affect the party's right to bring a claim against the other party for any breach of this document; or
(ii) constitute a waiver of the breach or non-fulfilment of any other Condition.

3.4 Fulfilment of each Condition

Each party must:

(a) use its reasonable endeavours (other than waiver) to ensure and procure that each Condition is satisfied as soon as practicable after the date of this document and in any event on or prior to any Relevant Date;
(b) not take any action (except as required by law) designed to prevent the Conditions being satisfied, without the prior consent of the other party;
(c) keep the other party informed of:
any failure to satisfy a Condition; and (i)
any circumstances which may result in any of the Conditions not being satisfied in accordance with its terms; and (ii)
(d) promptly advise the other party of the satisfaction of a Condition.

3.5 If a Condition is not fulfilled or waived

If a Condition has not been fulfilled or waived by the Relevant Date (or if an event occurs which would prevent a Condition being satisfied by the Relevant Date), or the Supplemental Deed has not become Effective by the End Date, ^a party may by notice in writing to the other party terminate this document without any liability to the other party by reason of that termination alone but without limiting either party's rights in respect of a breach of this document prior to its termination.

3.6 Consultation on communications with ASIC and ASX

(a) To the extent reasonably practicable, CLIL must consult CLC in advance in relation to all communications (whether written or oral, and whether direct orthrough agents or advisers) with ASIC in relation to the ASIC Modifications and ASX in relation to the ASX Waivers and Confirm aliens,
(b) Without limiting the generality of paragraph (a), each party must:
(i) give the other party drafts of any material written communications to be sent to ASIC in relation to the ASIC Modifications and ASX in relation to the ASX Waivers and Confirmations; and
(ii) give the other party copies of any written communications sent to, or received from, ASIC in relation to the ASIC Modifications and ASX ie relation to the ASX Waivers and Confirmations, as soon as reasonably practicable on sending or receiving them (as the case may be).

4. CONDUCT OF BUSINESS BEFORE IMPLEMENTATION DATE

4.9 Conduct in the ordinary course

From the date of this document up to and including the Implementation Date, CLIL must procure that CKT conducts its business in the ordinary course, in substantially the same manner and at the same locations as previously conducted and, to the extent consistent, use reasonable efforts to:

(a) preserve intact its current business organisation;
(b) keep available the services of its current officers and employees;
(c) preserve its relationship with customers, suppliers, licensors, licensees and others having business dealings with it; and
(d) maintain its business and assets, including maintaining at least its current level of insurance,

provided that this clause 4.1 shall not prevent CLAL from taking any proposed course of action the details of which have been fairly disclosed to CLC in the Disclosure Materials,

4.2 Distribution

CLC acknowledges that CLIL may make a distribution for the 6 months ending on 31 December 2009, in accordance with the terms of the CKT Constitution.

5. UNDERTAKINGS

5.1 CLIL's obligations

CLiL must, as expeditiously as practicable and having regard to the Timetable:

(a) (commission Independent Expert's Report) commission the preparation of the Independent Expert's Report and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report;
(b) (prepare Scheme Booklet) prepare the Scheme Booklet in accordance with clause 6;
(c) (ASIC modifications) as soon as reasonably practicable after the date of this document, apply to ASIC for the ASIC Modifications;
(d) (ASX Waivers and Confirmations) as soon as reasonably practicable after the date of this document, apply to ASX for the ASX Waivers and Confirmations;
(e) (liaison with ASIC) provide an advanced draft of the Scheme Booklet to ASIC for its review and approval and keep CLC informed of any matter raised by ASIC in relation to the draft Scheme Booklet (and of any resolution of those matters);
(f) (ASX confirmation) seek confirmation from ASX Under Listing Rule 15.1 that it does not object to the proposed amendments to the CKT Constitution as set out in the Supplemental Deed or the Scheme Booklet;
(g) (approval of Scheme Booklet) procure that a meeting of the Independent Directors is convened to approve the Scheme Booklet for despatch to CKT Unitholders; and
(h) (Scheme Meeting) convene the Scheme Meeting to be held 28 January 2010, despatch the Scheme Booklet to CKT Unitholders on the Scheme Booklet Despatch Date and hold the Scheme Meeting and put the Scheme Resolutions to CKT Unitholders at the Scheme Meeting, in each case taking all reasonable steps necessary to comply with Guidance Note 15, the CKT Constitution, the Corporations Act and the Listing Rules (as applicable).

5.2 CLC's obligations

CLC must:

(a) (assist preparation of Independent Expert's Report) as expeditiously as practicable, provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report;
(b) (preparation of Scheme Booklet) provide all assistance with the preparation and verification of the Scheme Booklet in accordance with clause 6;
(c) (approval of Scheme Booklet) as expeditiously as practicable procure that a meeting of CLC's board is convened to delegate authority to CLC's management to approve:
(i) those sections of the Scheme Booklet that comprise CLC Information as being in a form appropriate for despatch to CKT Unitholders; and

(ii) consenting in writing to the despatch of that information in that form to CKT Llnitholders,

(and provide CLIL with a copy of an extract of the applicable resolutions from the applicable minutes of meeting, as soon as practicable after those minutes have been prepared and signed); and

(d) (Deed Poll) before the despatch of the Scheme Booklet, enter into the Deed Poll.

6. PREPARATION OF SCHEME BOOKLET

6.1 CLIL to prepare Scheme Booklet

Subject to CLC complying with its obligations under clause 6.4, CLIL must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this document and otherwise having regard to the Timetable.

6.2 Compliance requirements

CLIL must ensure that the Scheme Booklet complies with all applicable laws and regulatory guidance, in particular the requirements of the Corporations Act, the Listing Rules, Guidance Note 15 and all applicable ASIC Regulatory Guides, except that the obligation to do so in respect of the CLC Information is subject to CLC complying with its obligations under clause 6.4.

6.3 Responsibility Statement

Without limiting clause 6.2, the Scheme Booklet must include the Responsibility Statement.

6.4 CLC Information

CLC must provide the CLC Information to CLIL as soon as is reasonably practicable after the date of this document and otherwise having regard to the Timetable, in a form that includes all information regarding the CLC Group that is required by all applicable laws and regulatory guidance including the Corporations Act, the Listing Rules, Guidance Note 15 and all relevant ASIC Regulatory Guides and must provide to CLIL such assistance as CLiL may reasonably require in order to adapt such information for inclusion in the Scheme Booklet.

6.5 Review by CLC

CLIL must make available to CLC drafts of the Scheme Booklet, consult with CLC in relation to the content of those drafts (including the inclusion of any CLC Information and any information solely derived from, or prepared solely in reliance on, the CLC Information), and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments from CLC and its Representatives on those drafts.

6.6 Dispute as to Scheme Booklet

if, after a reasonable period of consultation and compliance by CLIL with its obligations under clause 6.5, CLC and CLIL, acting reasonably and in good faith, are unable to agree on the form or content of the Scheme Booklet, then:

if the disagreement relates to the form or content of the CLC Information (or any information solely derived from, or prepared solely in reliance on, the CLC Information), CLIL will, acting in good faith, make such amendments to that information in the Scheme Booklet as CLC may reasonably require; and (a)

(b) if the disagreement relates to the form or content of the CLIL Information, CLIL will, acting in good faith, decide the finai form of that information in the Scheme Booklet.

6.7 Consent of CLC

Without limiting clause 6.6, CLC must provide written consent to CLIL in relation to the form and context in which any CLC Information (and any information solely derived from, or prepared solely in reliance on, the CLC Information) is included in the Scheme Booklet.

6.8 Verification

CLIL must undertake appropriate verification processes in relation to the CLIL information included in the Scheme Booklet, and CLC must undertake appropriate verification processes in relation to the CLC Information in the Scheme Booklet.

6.9 Updating Scheme Booklet

Each party must ensure that those parts of the Scheme Booklet for which the party is responsible are updated with any information of which the party becomes aware between the Scheme Booklet Despatch Date and the Meeting Date that is necessary to ensure that the Scheme Booklet is not misleading or deceptive or likely to mislead or deceive in any material respect and complies with all applicable laws, ASIC policy, Takeovers Panel guidance notes and the Listing Rules.

7. IMPLEMENTATION OF SCHEME

7.1 CLIL's obligations

If the Scheme Resolutions are passed by their requisite majorities at the Scheme Meeting, CLIL must:

(a) within 1 Business Day after the Meeting Date:
(i) execute the Supplemental Deed;
(ii) lodge the executed Supplemental Deed with ASIC; and
(iii) if requested by ASIC under section 601GC(3) of the Corporations Act, lodge with ASIC a consolidated copy of the CKT Constitution (as amended by the Supplemental Deed);
(b) lodge all other notices and forms required by law or the Listing Rules to be lodged with ASIC or the ASX in relation to the Scheme Resolutions;
(c) close the CKT Unit Register as at the Record Date and, subject to clause 7.3 determine the identity of Scheme Participants and their entitlements under clause 7.1(e) to the Redemption Price per Scheme Unit;
(d) provided CLC has complied with its obligations under clause 7.2, on the Implementation Date;
issue the New Units to CLC (or the CLC Nominees if directed to do so by CLC); and (i)
(ii) effect the redemption of all of the Scheme Units in accordance with the Supplemental Deed;
(e) within three Business Days after the Implementation Date, pay to each Scheme Participant the Redemption Price per Scheme Unit held by that Scheme Participant at the Record Date, and such amounts must be paid to each Scheme Participant either by:
(i) electronic funds transfer to an account nominated by the Scheme Participant or
(ii) cheque sent by pre-paid post:
- (A) in the case of Scheme Participants who are registered as holding the Scheme Units jointly the address recorded in the CKT Unit Register on the Record Date of the person whose name appears first in the CKT Unit Register in respect of the joint holding; and
- (B) otherwise to the Scheme Participant's address recorded in the CKT Unit Register on the Record Date; and
(f) promptly do all other things contemplated by or necessary to give effect to the foregoing matters in this clause 7.1.

7.2 CLC's obligations

if the Supplemental Deed becomes Effective, on the implementation Date CLC must, or must procure that the CLC Nominees:

(a) subscribe for the New Units at the Subscription Price; and
(b) pay the Subscription Price for each New Unit to CLIL in immediately available funds in accordance with this document, the Deed Poll and the Supplemental Deed.

7.3 Delisting

The parties must use reasonable endeavours to ensure that the ASX suspends trading in the CKT Units no later than the close of trading on the Trading Cessation Date.

8. ACCESS TO INFORMATION

CLIL to give access to information 8.1

From the date of this document and up to and including the Implementation Date, CLIL must give CLC reasonable access to its records (subject to any existing confidentiality obligations owed to third parties), premises and personnel, and reasonable co-operation for the purpose of:

(a) the implementation of the Scheme. This obligation does not require CLIL to provide information to CLC concerning their directors' and management's consideration of the Scheme;
(b) CLC's understanding of the operations of CKTs business in order to allow and facilitate the smooth implementation of the plans of CLC for that business following the implementation Date; and
(c) any other purpose which is agreed in writing between the parties,

subject to the proper performance by the directors and officers of CLIL and CLiL's subsidiaries of their fiduciary duties.

8.2 Information provided subject to confidentiality obligation

All information provided under this document is subject to the terms of the Confidentiality Agreement.

9. BOARD RECOMMENDATIONS

9.1 Agreed Announcement

The Agreed Announcement must be issued by each of CLIL and CLC following the execution of this document and must state (on the basis of written statements or resolutions made by the Independent Directors) that the Independent Directors unanimously recommend that CKT Unitholders approve the Scheme Resolutions, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of the CKT Unitholders.

9.2 Independent Directors

CLIL must use its best endeavours to procure that the Independent Directors:

(a) do not change, modify or withdraw their recommendations set out in the Agreed Announcement;
(b) state in the Scheme Booklet that the Independent Directors unanimously recommend the Scheme and that CKT Unitholders approve the Scheme Resolutions, in the absence of a Superior Proposal, and do not change, modify or withdraw those recommendations once made; and
(c) do not make any public statement to the effect, or take any other action that suggests, that the Scheme is no longer so recommended,

unless:

(d) the Independent Expert concludes in the Independent Expert's Report that the Scheme is not in the best interests of the CKT Unitholders;
(e) the Independent Directors determine in good faith and acting reasonably that a Competing Proposal constitutes a Superior Proposal; or
(f) the Independent Directors have:
(i) first consulted with CLC as to the matters, occurrences or events that would give rise to their consideration of the change, modification or withdrawal of their recommendation; and
(ii) acting reasonably and in good faith (and after having obtained advice from their financial and legal advisers) determined that they are justified or required to change, modify or withdraw their recommendation in accordance with the proper exercise of their fiduciary or statutory duties.

9.3 Independent Director intentions

The Scheme Booklet despatched to CKT Unitholders must state that each Independent Director who holds CKT Units, or who has control over voting rights attaching to CKT Units, intends to vote those CKT Units in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of the CKT Unitholders_

9.4 Independent Director voting

CLIL must use its best endeavours to ensure that each Independent Director who holds CKT Units, or who has control over voting rights attaching to CKT Units:

(a) intends to vote those CKT Units in favour of the Scheme Resolutions; and
(b) does not change that voting intention,

unless the independent Directors change, modify or withdraw their recommendations as permitted under clause 9.2.

10. ANNOUNCEMENT

10.1 No Announcement

Neither party may make an Announcement relating to the subject matter of this document or its termination or make public this document (or any of its terms) unless the Announcement or publication:

(a) is required by this document;
(b) has the prior approval of the other partylparties; or
(c) is required to be made by any applicable law or the Listing Rules.

10.2 Notice of Announcement

if a party is required to make an Announcement under clause 10.1(c), it must, to the extent practicable without that party breaking any applicable law, give to the other party:

(a) such notice as is reasonable in the circumstances of its intention to make the Announcement; and
(b) a draft of the Announcement and an opportunity, which is reasonable in the circumstances, to comment on the contents of the draft Announcement.

11. TERMINATION

11.1 When a party may terminate

A party may terminate this document at any time before the scheduled time for implementation of the Scheme on the Implementation Date by giving notice in writing to the other

(a) (failure of condition) in accordance with clause 3.5;
(b) (material breach) if:
(1) at any time before the Implementation Date the other party is in material breach of any clause of this document;
(ii) the terminating party has given notice to the other party setting out the relevant breach and staling an intention to terminate; and
(iii) to the extent that the breach is capable of remedy, the other party does not remedy the breach by the earlier of five Business Days after it receives the

notice or the scheduled time for implementation of the Scheme on the implementation Date.

(c) (orders) a court or other Government Agency has issued a final and nonappealable order, decree, ruling or injunction which permanently restraints or prohibits the Scheme or its implementation.

11.2 Termination by CLC

Without limiting clause 11.1, CLC may terminate this document at any time before the scheduled time for implementation of the Scheme on the Implementation Date by giving notice in writing to CLIL if:

(a) there is a material breach of any of the representations and warranties in clauses 12.2;
(b) a Prescribed Occurrence occurs;
(c) the majority of the Independent Directors change, modify or withdraw their recommendation in relation to the Scheme; or
(d) after the date of this document and prior to the Effective Date:
(I) there is a change in any Japanese tax law; or
(ii) the relevant Japanese tax authority adopts an official policy or makes any public or binding private ruling; or
(iii) there is a judicial decision in Japan,

(except to the extent that the change in such laws, or adoption of policy or public or binding private ruling, or the judicial decision, was announced before the date of this document) which results in a material increase in the tax due in Japan on profit distributions made by the Master TK Operator to CKT.

11.3 Termination by CLIL

Without limiting clause 11.1, CLIL may terminate this document at any time before the scheduled time for implementation of the Scheme on the Implementation Date by notice to in writing to CLC if:

(a) there is a material breach of any of the representations and warranties in clauses 12.1; or
(b) the majority of the Independent Directors change or withdraw their recommendation in relation to the Scheme in accordance with clause 9.2.

11.4 Effect of termination

If a party terminates this document pursuant to clause 11.1, 11.2 or 11.3, all obligations of the parties under this document, other than this clause, clauses ¹⁰ (Announcements), 12 (Representations and warranties), 13 (Indemnities), 15 (Reimbursement of Costs), 16 (Release), 17 (GST), 18 (Notices), 20 (Amendment and Assignment) and 21 (General), immediately cease to be of further farce or effect. (a)
(b) The termination of this document does not affect any Claim arising before this document is terminated, that a party may have against another party.

12. REPRESENTATIONS AND WARRANTIES

12.1 CLC representations and warranties

CLC represents and warrants to CLIL as at the date of this document, the Scheme Booklet Despatch Date, the Effective Date and the Implementation Date that:

(status) it and each of the CLC Nominees is a company limited by shares under the Corporations Act; (a)
(b) (power) it has full legal capacity and power to:
(i) own its property and to carry on its business; and
(ii) enter into this document and to carry out the transactions that this document contemplates;
(c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions that this document contemplates;
(d) (CLC Nominees corporate authority) each CLC Nominee has taken all corporate action that is necessary or desirable to authorise its carrying out the transactions that this document contemplates;
(e) (Authorisations) it holds each Authorisation that is necessary or desirable to:
(i) enable it to properly execute this document and to carry out the transactions that this document contemplates;
(ii) ensure that this document is legal, valid, binding and admissible in evidence; and
(iii) enable it to properly carry on its business,

and it is complying with any conditions to which any Authorisation is subject;

(f) (CLC Nominees Authorisations) each CLC Nominee holds each Authorisation that is necessary or desirable to;
(i) enable it to carry out the transactions that this document contemplates; and
(ii) enable it to properly carry on its business,

and it is complying with any conditions to which any Authorisation is subject;

(g) (document effective) this document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms;
(h) (no contravention) neither the execution of this document by CLC nor the carrying out by it of the transactions that this document contemplates by CLC or the CLC Nominees, does or will:
contravene any law to which any of them or any of their property is subject or any order of any Government Agency that is binding on any of them or any of their property; (i)
(ii) contravene any Authorisation;
(iii) contravene any undertaking or instrument binding on any of them or any of their property; or
(iv) contravene any of their constitutions;
(no Insolvency Event) none of CLC, its subsidiaries or the CLC Nominees is affected by an insolvency Event; (i)
(CLC Information) all CLC information given to CKT for inclusion in the Scheme Booklet: (!)
has been given in good faith and on the understanding that CLIL is relying on that information to prepare the Scheme Booklet and propose and implement the Scheme; (i)
(ii) will be true and correct in all material respects as at the Scheme Booklet Despatch Date; and
(iii) is not misleading or deceptive or likely to mislead or deceive (whether by omission or otherwise) as at the Scheme Booklet Despatch Date.

12.2 CLIL representations and warranties

CLIL represents and warrants to CLC as at the date of this document, the Scheme Booklet Despatch Date, the Effective Date and the Implementation Date that:

(a) (status) CL1L is a corporation validly existing under the laws of its place of incorporation;
(b) (status) CKT is validly established and registered under part 5C of the Corporations Act;
(c) (power) CLIL has the power to enter into this document and to carry out the transactions that this document contemplates;
(d) (corporate authority) CLIL has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions that this document contemplates (subject to satisfaction or, as appropriate, waiver of each Condition);
(e) (Authorisations) CLIL holds each Authorisation that is necessary or desirable to:
(i) enable it to properly execute this document and to carry out the transactions that this document contemplates;
(ii) ensure that this document is legal, valid, binding and admissible in evidence; and
(iii) enable it to properly carry on its business,

and it is complying with any conditions to which any Authorisation is subject;

(f) (document effective) this document constitutes CLIL's legal, valid and binding obligations, enforceable against it in accordance with its terms;
(g) (no contravention) neither CLIL's execution of this document nor the carrying out by CLIL of the transactions that this document contemplates, does or will:
contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (i)
(ii) contravene any Authorisation;
(iii) contravene any undertaking or instrument binding on it or any of its property; or
(iv) contravene the CKT Constitution;
(no insolvency Event) neither it or any of its subsidiaries is affected by an Insolvency Event; (h)
(CKT Information) all CKT information in the Scheme Booklet: (i )
has been included in good faith; (I)
will be true and correct in all material respects as at the Scheme Booklet Despatch Date; and (ii)
(iii) is not misleading or deceptive, or likely to mislead or deceive (whether by omission or otherwise), as at the Scheme Bookiet;
(j) (continuous disclosure) CKT (acting through its responsible entity CLIL) is not in breach of its continuous disclosure obligations under the Corporations Act and the Listing Rules and, as at the date of this document, is not retying on the carve out in Listing Rule 3.1A to withhold any information from disclosure (except to the extent that any such information is set out in the Scheme Booklet); and
(k) (securities on issue) as at the date of this document, there are 152,637,908 CKT Units on issue.

12.3 Reliance on representations and warranties

Each party acknowledges that the other party has executed this document and agreed to take part in the transactions that this document contemplates in reliance an the representations and warranties that are made or repeated in clause 12.1 and clause 12.2.

12.4 Notifications

Each party will promptly advise the other party in writing if it becomes aware of any fact, matter or circumstance that constitutes or may constitute a breach of any of the representations and warranties that are made or repeated in clause 12.1 and clause 12.2,

12.5 Separate Warranties

Each representation and warranty is a separate warranty and representation and its meaning is not affected by any other representation or warranty.

13. INDEMNITIES

13.1 Indemnities by CLC

CLC indemnifies CLIL, its directors, officers and employees against any Loss or Claim arising from or in connection with a breach by CLC of any of the representations and warranties in clause 12.1.

13.2 Indemnities by CLIL

CLIL indemnifies CLC, its directors, officers and employees against any Loss or Claim arising from or in connection with a breach by CLIL of any of its representations and warranties in clause 12.2.

14. NO SHOP AND DUE DILIGENCE RESTRICTION

14.1 No shop restriction

During the No Shop Period, CLIL must not, and must ensure that:

(a) each CLIL Director; and
(b) each member of the CLIL Management Team (as that term is defined in the Governance Protocols); and
(c) each Adviser of CLIL and of each person mentioned in (a) and (b),

(together the CKT Representatives)

does not, except with the prior written consent of CLC, directly or indirectly solicit, invite or initiate any Competing Proposal or any enquiries, negotiations or discussions with any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, or communicate any intention to do any of those things.

14.2 Restriction on due diligence

During the No Shop Period, CLAL must not, and must ensure that each of the CKT Representatives do not, except with the prior written consent of CLC, make available to any Third Party or permit any such Third Party to receive any non-public information relating to CKT in connection with such Third Party formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal, unless:

(a) the Independent Directors, acting in good faith and in order to satisfy what the Independent Directors reasonably consider to be their fiduciary or statutory duties, determine that, where there is a Competing Proposal, the Competing Proposal is a Superior Proposal ar, where there is not yet a Competing Proposal, the steps that the Independent Directors propose to take may reasonably be expected to lead to a Competing Proposal that is a Superior Proposal; and
(b) if CLIL proposes to provide any confidential information to a Third Party, before CLIL provides such information to the Third Party the Third Party has entered into a written agreement in favour of CLIL regarding the use and disclosure of the confidential information by the person.

14.3 Normal provision of information

Nothing in this clause 14 prevents CLIL from:

providing information to its Representatives; (a)
providing information to any Government Agency; (b)
providing information to its auditors, Advisers, customers, joint venturers and suppliers acting in that capacity in the ordinary course of business; (c)
providing information required to be provided by lower any Government Agency; (d)
making presentations to brokers, portfolio investors, analysis and other third parties in the ordinary course of business; or (e)
responding to, entering into discussions and negotiations with, providing information to, or otherwise dealing with any Third Party who makes an unsolicited Competing Proposal. (f)

14.4 Notification of a receipt of a Superior Proposal

(a) If the CLIL Board receives a Competing Proposal that it determines to be a Superior Proposal, and as a result the Independent Directors propose to publicly change or withdraw their recommendation of the Scheme, CLIL must (unless the independent Directors, acting reasonably and in good faith and after having obtained advice from their financial and legal advisers, determine that it would be a breach of their fiduciary or statutory duties to do so):
(i) give CLC ² clear Business Days notice (such notice to be in writing) of such proposed change, modification or withdrawal; and
(ii) provide to CLC all material terms of the Superior Proposal, including details of the proposed price or implied value (including details of the consideration if not simply cash), conditions, timing and break fee (if any).
(b) CLIL will use its reasonable endeavours to obtain from the person who has made the applicable Superior Proposal (the Competing Party) their consent to their name being provided by CLIL to CLC on a confidential basis.
(c) Any information provided pursuant to this clause 14.4 will be provided subject to the terms of the Confidentiality Agreement.

14.5 Right to put Counterproposal

During the period of 2 clear Business Days referred to in clause 14.4(a), CLC will have the right to offer to amend the terms of the Scheme or the Proposal (a CLC Counterproposal) so that the terms of the Scheme or the Proposal (as amended) would provide a superior outcome for the CKT Unithoiders than the applicable Superior Proposal.

14.6 Consideration of Counterproposal

CLIL must use its best endeavours to procure that the independent Directors consider any such CLC Counterproposal and, if the Independent Directors, acting in good faith, determine that the terms and conditions of the CLC Counterproposal taken as a whole provide an outcome for the CKT Unithoiders which is superior to the applicable Superior Proposal, then the parties must use their best endeavours to agree such amendments to this document, the Deed Poll and Supplemental Deed as are reasonably necessary to reflect the CLC Counterproposal (including amendments to the Redemption Price and Subscription Price), and to enter into one or more appropriate amending agreements to give effect to those amendments and to implement the CLC Counterproposal, in each case as soon as reasonably practicable.

14.7 Acknowledgement

CLC has required CLIL to agree to the obligations set out in this clause 14 in consideration of its proceeding with the Scheme and incurring significant costs in doing so. In the absence of obtaining these obligations from CLIL, CLC would not have entered into this document.

15. REIMBURSEMENT OF COSTS

15.1 Acknowledgements

CLC acknowledges that, subject to the various conditions outlined in this document (including without limitation the approval of the Scheme Resolutions), CLC agrees under this document to acquire all of the issued units in CKT by way of the acquisition of New Units issued by CLIL to CLC (followed by the redemption of all (a)

Scheme Units), and CLIL has a right to require CLC to do so on the terms of this document.

(b) CLIL acknowledges that CLC has incurred and will continue to incur significant costs in relation to the Proposal.
(c) CLC warrants that CLIL agreeing to clauses ¹⁴ and 15 are necessary to induce CLC to agree, on the terms of this document, to acquire the New Units and provide CLIL with a corresponding right to require CLC to do so, in certain circumstances and on certain conditions as referred to in clause 15.1(a).

15.2 Reimbursement of Costs

Subject to clause 15.3, CLIL agrees to reimburse CLC for the actual external costs it has incurred in relation to the Proposal (CLC Costs), subject to a maximum amount of \$1 million (plus GST, if applicable) (the Cost Reimbursement Payment) if at any time before the End Date any of the following occur and CLC does not proceed to acquire 100% of the CKT Units by the End Date: (a)
(i) a Superior Proposal is announced or open for acceptance and, whether before or within 6 months after the End Date, that Superior Proposal is completed substantially in accordance with its terms; or
(ii) the Independent Directors (or any one or more of them) fails to make, or withdraws, a recommendation to CKT Unitholders to vote in favour of the Scheme Resolutions other than in circumstances where the independent Expert has concluded that the Scheme is not in the best interests of the CKT Unitholders.
(b) The payment of the Cost Reimbursement Payment by CLJL to CLC provided for in this clause 15.2 must be made within ten Business Days after the receipt by CLIL of a written demand for payment from CLC. The demand may only be made after the occurrence of an event referred to in clause 152(a). The obligation to reimburse under this clause 15.2 cannot be triggered more than once.
(c) The parties agree that any Cost Reimbursement Payment payable under this clause 15.2 represents compensation to CLC for having initially agreed, on the terms of this document, to acquire the New Units and provide CLIL with a corresponding right to require CLC to do so in certain circumstances and on certain conditions (as described in clause 15.1(a)), notwithstanding that those requisite circumstances have not occurred or requisite conditions have not been satisfied.

15.3 Compliance with law

The payment of the Cost Reimbursement Payment by CLIL under this clause 15 is not required, or is refundable, to the extent that such reimbursement would be unlawful, involves ^a breach of director's duties or is found by the Takeovers Panel to constitute unacceptable circumstances.

15.4 No other liability

CLiL shall have no liability whatsoever for any breach of this document which arises out of, or which relates to, an event or occurrence referred to in clause 15.2(a), other than far its liability to pay CLC the Cost Reimbursement Payment under clause 15.2(a) (where that clause applies).

16. RELEASE

(a) Subject to section 199A of the Corporations Act and clause 16(6), no officer or employee of a party, is liable for anything done or purported to be done in connection with the implementation of the Scheme.
(b) Clause 18(a) does not exclude an officer or employee from any liability which may arise from wilful misconduct or a negligent act or omission or an absence of good faith on the part of the person.
(c) Each party receives and holds the benefit of this release, to the extent that it relates, to its officers and employees, as agent for them.

17. GST

17.1 GST payable in addition to consideration for taxable supplies

A recipient of a taxable supply made under or in connection with this document must:

(a) pay to the supplier, in addition to the consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply, without deduction or set-off of any other amount; and
(b) make the payment either when the consideration for the taxable supply is payable, or upon demand.

17.2 Tax Invoice

The supplier must issue a tax invoice to the recipient for any supply for which the supplier may recover GST from the recipient under or in connection with this document,

17.3 Consideration exclusive of GST

Any consideration or payment obligation in this document is exclusive of GST unless stated otherwise,

17.4 Reimbursement of costs etc

Any payment or reimbursement required to be made under this document that is by reference to a cost, expense, or other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit and/or reduced input tax credit to which an entity is entitled for the acquisition of the supply to which the cost, expense or amount relates.

18. NOTiCES

18.1 How to give a notice

A notice, consent or other communication under this document is only effective if it is:

(a) in writing, signed by or on behalf of the person giving it;
(b) addressed to the person to whom it is to be given; and
(c) either:
(i) delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that person's address; or
(ii) sent by fax to that person's fax number and the machine from which it is sent produces ^a report that states that it was sent in full.

18.2 When a notice is given

A notice, consent or other communication that complies with this clause is regarded as given and received:

(a) if it is delivered or sent by fax:
by 5.00 pm (local time in the place of receipt) on a Business Day on that day; or (i)
(ii) after 5.00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day - on the next Business Day; and
(b) if it is sent by mail:
(iii) within Australia ³ Business Days after posting; or
(iv) to or from a place outside Australia 7 Business Days after posting.

18.3 Address for notices

A person's address and fax number are those set out below, or as the person notifies the sender.

CLIL

Address: Level 15, 255 Pitt Street, Sydney NSW 2000 Fax number: 0 2 9994 7777 Attention: Company Secretary

CLC

Address: Level 15, 255 Pitt Street, Sydney NSW 2000 Fax number. 02 9994 7777 Attention: Company Secretary

19. CLIL LIMITATION OF LIABILITY

19.1 Application of this clause

This clause 19 applies notwithstanding any other provision of this document.

19.2 Liability

(a) CLIL enters into this document only in its capacity as responsible entity of CKT and in no other capacity. Any liability arising under or in connection with this document can be enforced against CLiL only to the extent to which it can be satisfied out of the assets and property of CKT out of which CLIL is actually indemnified for the liability.
(b) The limitations on CLIL's liability contained in this clause 19 extend to all liabilities of CLIL in any way connected with any representation, warranty, conduct, omission, agreement or transaction under this document
(c) No party to this document may claim against the personal assets of CLIL or against CLIL in its personal capacity or seek the appointment of a liquidator, administrator, receiver (except in relation to the assets and property of CKT) or similar person to CLIL or prove in any liquidation, administration or arrangement of or affecting CLIL (except in relation to the assets and property of CKT).
(d) The provisions of this clause ¹⁹ shall not apply to any obligation or liability of CLIL to the extent that it is not satisfied because under the trust deeds or constitutions of, or establishing, CKT or by operation of law there is a reduction in the extent of CLIL's indemnification out of the assets and property of CKT as a result of CLIL's failure to properly perform or exercise any of its powers or duties in relation to CKT.

19.3 Survival

The provisions of this clause 19 shall survive termination of this document.

20. AMENDMENT AND ASSIGNMENT

20.1 Amendment

This document can only be amended or replaced by another document executed by the parties.

20.2 Assignment

A party may only assign, declare a trust over or otherwise deaf with its rights under this document with the prior consent of each other party.

21. GENERAL

21.1 Governing law

(a) This document is governed by the law in force in New South Wales.
(b) Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, and any court that may hear appeals from any of those courts, for any proceedings in connection with this document, and waives any right it might have to claim that those courts are an inconvenient forum.

21.2 Liability for expenses

(a) GLC must pay for all stamp duty payable on this document or any instrument or transaction contemplated in or necessary to give effect to this document.
(b) Each party must pay its own expenses incurred in negotiating, preparing, executing and registering this document.

21.3 Giving effect to this document

Each party must do anything within its power (including execute any document and sign, pass, or vote in favour, of all resolutions (including conditional resolutions) necessary), and must use its best endeavours to procure that each of its employees and agents and each director it nominated to the board of a company (subject to the fiduciary obligations owed by that director to the relevant company) does anything (including execute any document and sign, pass or vote in favour of all resolutions (including conditional resolutions) necessary,) that any other party May reasonably require to give full effect to this document.

21.4 Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
(b) a waiver of a right on one or more occasions does not operate as ^a waiver of that right if it arises again; and
(c) the exercise of ^a right does not prevent any further exercise of that right or of any other right.

21.5 No partnership or agency

!Nothing in this document is to be treated as creating ^a partnership and, except as specifically provided in this document, no party may act as agent of or in any way bind another party to any obligation.

21.6 Operation of this document

(a) This document and the Confidentiality Agreement contain the entire agreement between the parties about their subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
(b) Any right that a person may have under this document Is in addition to, and does not replace or limit, any other right that the person may have.
(c) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

21.7 Operation of indemnities

(a) Each indemnity in this document survives the expiry or termination of this document.
(b) A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

21.8 Consents

Where this document contemplates that a party may agree or consent to something (however it is described), the party may:

(a) agree or consent, or not agree or consent, in its sole and absolute discretion; and
(b) agree or consent subject to conditions,

unless this document expressly contemplates otherwise.

21.9 No merger

No provisions of this document merge on the implementation of the Scheme.

21.10 Exclusion of contrary legislation

Any legislation that adversely affects an obligation of a party, or the exercise by a party of a right or by remedy, under or relating to this document is Excluded to the full extent permitted law.

21.11 Inconsistency with other documents

if this document is inconsistent with any other document or agreement between the parties which pre-dates this document (including the Confidentiality Agreement), this document prevails to the extent of the inconsistency.

21.12 Counterparts

This document may be executed in counterparts.

Schedule 1

SUPPLEMENTAL DEED

Scheme Implementation Agreement 32

Supplemental Deed

Challenger Listed Investments Limited as responsible entity for Challenger Kenedix Japan Trust

Blake Dawson

Level 36, Grosvenor Place 225 George Street Sydney NSW 2000 Australia T 61 2 9258 6000 F 61 2 9258 6999 Reference SJD MUR DMCM 02-2013-8574 ©Blake Dawson 2009

1.	INTERPRETATION	2
	Definitions 1.1 Interpretation 1.2 Benefit of this deed poll 1.3	2 2 2
2.	LODGEMENT WITH ASIC	2
3.	AMENDMENTS TO THE CKT CONSTITUTION	2
4.	NO RESETTLEMENT	7
5.	GOVERNING LAW	7

Supplemental Deed

DATE

PARTIES

Challenger Listed Investments Limited ABN 94 055 293 644 (Manager) as responsible entity for Challenger Kenedix Japan Trust ARSN 124 068 971 (Trust)

RECITALS

A. The Manager is a public company limited by shares, incorporated in Australia and registered in New South Wales. Its registered office is at Level 15, 255 Pitt Street, Sydney, NSW 2000.
B. The Manager is the responsible entity of the Trust established under a trust deed dated 28 February 2007 (as amended from time to time) (CKT Constitution).
C. The Trust has been registered by the Australian Securities and Investments Commission (ASIC) as a managed investment scheme pursuant to section 601 EB of the Corporations Act 2001 (Cth) (Corporations Act).
D. Challenger Life Company Limited ABN 44 072 486 938 (CLC) is a company limited by shares, incorporated in Australia and registered in New South Wales. Its registered office is at Level 15, 255 Pitt Street, Sydney, NSW 2000.
E. The Manager (acting in its capacity as responsible entity of the Trust) and CLC agreed, by executing a scheme implementation agreement dated [•] December 2009 (SIA), to propose and implement the Scheme.
F. The CKT Constitution must be amended to facilitate the Scheme.
G. Clause 24 of the CKT Constitution provides that the CKT Constitution may be amended, if the Corporations Act allows, by Resolution (as defined in the CKT Constitution) and that if the CKT Constitution is amended by Resolution (as defined in the CKT Constitution), the Manager may give effect to the amendments by executing a supplemental deed.
H. Section 601 GC(1)(a) of the Corporations Act provides that the CKT Constitution may be modified by special resolution of the CKT Unitholders.
At a meeting held on [•] 2010 convened in accordance with the Corporations Act and the CKT Constitution, CKT Unitholders approved the Scheme Resolutions, including a special resolution to make the amendments to the CKT Constitution contained in this deed.
J. Pursuant to section 601 GC(2) of the Corporations Act, the Manager must lodge a copy of this deed with ASIC and the amendments to the CKT Constitution contained in this deed cannot take effect until a copy of this deed is lodged with ASIC.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

Terms defined in the SIA have the same meaning in this deed, unless the context requires otherwise.

1.2 Interpretation

The provisions of clause 1,2 of the SIA form part of this deed as if set out in full in this deed, and on the basis that references to "this document" in that clause are references to this deed, unless the context makes it clear that a rule is not intended to apply.

1.3 Benefit of this deed poll

This deed is made by the Manager with the intent that the benefit of this deed shall enure to the benefit of CKT Unitholders jointly and severally.

LODGEMENT WITH ASIC 2.

The Manager must lodge a copy of this deed with ASIC within 1 Business Day after the Meeting Date.

3. AMENDMENTS TO THE CKT CONSTITUTION

With effect on and from the lodging of this deed with ASIC, the CKT Constitution is amended as follows:

(a) In clause 6.1(a), by replacing the reference to "and 22.1" with ", 6.7 and 22,1".
(b) By inserting a new clause 6.7 immediately following the existing clause 6.6 as set out below:

"Issue of New Units

If New Units are to be issued to CLC (or the CLC Nominees) in accordance with clause 31A.2(b), then the New Units will be issued at an Application Price per Unit equal to the Scheme Redemption Price per Unit."

In clause 8(a), by replacing the word "A" with the words "Subject to clause 8(d), a".
By inserting a new clause 8(d) immediately following the existing clause 8(c) as set out below:

"Any Units redeemed in accordance with clause 9.9 are to be redeemed at a Redemption Price equal to the Scheme Redemption Price per Unit."

(e) By inserting a new clause 9.9 immediately following the existing clause 9.8 as set out below:

"Redemption of Scheme Units

Notwithstanding any other provision of this clause 9, on the Implementation Date, provided CLC (or the CLC Nominees) has subscribed for the New Units and the

New Units have been issued, the Manager will redeem all the Scheme Units and will pay the Scheme Redemption Price for each Scheme Unit so redeemed in accordance with clause 31A.2(c) and out of the proceeds of the subscription of New Units by CLC (or the CLC Nominees)."

(f) In clause 25.1(a), by replacing the word "Notwithstanding" with the words "Subject to clause (g) but otherwise notwithstanding".
(g) By inserting a new clause 25.1(g) immediately following the existing clause 25.1(f) as set out below:

"If a waiver of the Listing Rules is given by the ASX to the Manager in connection with the Scheme, then this constitution has effect subject to that waiver."

(h) in clause 32.1, by inserting the following definitions in alphabetical order:

CHESS means the Clearing House Electronic Subregister System for the electronic transfer of securities, operated by ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).

CLC means Challenger Life Company Limited ABN 44 072 486 938.

CLC Nominees means Challenger Life Nominees Pty Limited ABN 39 091 336 793 (as trustee for Challenger Japan Listed Property Holding Trust) and Challenger Capital Markets Limited ABN 38 099 742 122.

Deed Poll means the deed poll dated [•] executed by CLC in favour of the Scheme Participants.

Effective means the coming into effect, pursuant to section 601GC(2) of the Corporations Act, of the Supplemental Deed making amendments to this constitution to facilitate the Scheme, including the insertion of clause 31A.

Effective Date means the date on which the Supplemental Deed has become Effective.

Implementation Date has the meaning given to it in the SIA.

Meeting Date means the date of the meeting at which the Scheme Resolutions are approved.

New Units has the meaning given to it in the SIA.

Record Date has the meaning given to it in the SIA.

Registered Address means, in relation to a Member, the address of that Member shown in the Register.

Registry means Link Market Services Limited (ABN 54 083 214 537).

Scheme means the arrangement under which CLC (or the CLC Nominees) will subscribe for the New Units and the Manager will redeem the Scheme Units, which is facilitated by the amendment to this constitution made by the Supplemental Deed.

Scheme Meeting means the meeting of Members to approve the Scheme Resolutions.

Scheme Participant means each Member who is registered in the Register as a holder of Scheme Units as at the Record Date.

Scheme Redemption Price means \$[•] cash for each Scheme Unit.

Scheme Resolutions means the resolutions of the Members set out in the notice of meeting of Members dated [•].

Scheme Units means the Units on issue as at the Record Date.

S1A means the scheme implementation agreement dated [•] December 2009 entered into between the Manager (acting in its capacity as responsible entity of the Trust) and CLC, a copy of which is attached as Appendix A and forms an exhibit to this constitution.

Supplemental Deed means the supplemental deed poll dated [•] 2010 entered into by the Manager to amend this constitution to facilitate the implementation of the Scheme.

(i) by inserting a new clause 31A immediately following the existing clause 31 as set out below:
31A Scheme

31A.1 Dealings in Units

(a) For the purpose of establishing the persons who are Scheme Participants, the Manager will only recognise the following dealings in Units:
(i) for dealings of the type effected using CHESS dealings where the transferee is registered in the Register as the holder of the relevant Units by the Record Date; and
(ii) for other types of dealings dealings:
- (A) that occurred before the close of business on the Trading Cessation Date; and
- (B) in respect of which a registrable transmission application or transfer in registrable form is received on or before the Record Date where the Register is kept.
(b) The Manager will register transmission applications or transfers of the type referred to in clause 31A.1(a)(ii)(B) by the Record Date. The persons shown in the Register, and the number of Units shown as being held by them, after registration of transfers and transmission applications of the kind referred to in clause 31A.1(a) will be taken to be the Scheme Participants, and the number of Units held by them on the Record Date.
(c) The Manager will not accept for registration, nor recognise for the purpose of establishing the persons who are Scheme Participants, any transfer or transmission applicable in respect of Units received after the dates specified in clause 31A.1(a), or received prior to those dates but not in registrable form.
(d) The Manager will, until:

(i) CLC (or the CLC Nominees) has paid the Application Price in respect of the New Units and the name and address of CLC (or

the CLC Nominees) has been entered into the Register as the holder of all the New Units; and

(ii) the Scheme Units have been redeemed and the Scheme Redemption Price has been paid to each Scheme Participant in respect of their Scheme Units,

maintain, or procure the maintenance of, the Register in accordance with this clause 31A.1, and the Register in this form and the terms of the Scheme will solely determine the persons who are Scheme Participants and their entitlements to the Scheme Redemption Price per Scheme Unit.

As from the Record Date, each entry in the Register as at the Record Date relating to the Scheme Units will cease to have any effect other than as evidence of the entitlements of Scheme Participants to the Scheme Redemption Price in respect of the Scheme Units. (e)
As from the Record Date, all Unit certificates and holding statements for Scheme Units will cease to have effect as documents of title in respect of those Scheme Units. (f)
Each Scheme Participant, and any person claiming through that Scheme Participant, must not dispose of or purport or agree to dispose of any Scheme Units or any interest in them after the Record Date. (g)

31A.2 Subscription and Redemption

(a) On or before 12.00 noon on the implementation Date, CLC must, or must procure that the CLC Nominees, subscribe for the New Units in accordance with clause 7,2(a) of the SIA and must, or must procure that the CLC Nominees, deposit in cleared funds the Application Price payable to the Manager in respect of the New Units into an account nominated by the Manager in accordance with clause 7.2(b) of the SIA.
(b) Provided that CLC has complied with its obligations described in paragraph (a), on the Implementation Date the Manager will issue the New Units to CLC (or the CLC Nominees) in accordance with clause 7.1(d)(i) of the SIA and enter the name and address of CLC (or the CLC Nominees) into the Register as the holder of all the New Units.
(b) After the issue of the New Units to CLC (or the CLC Nominees), the Manager must:
(i) immediately, on the Implementation Date, redeem the Scheme Units;
(ii) pay to each Scheme Participant the Scheme Redemption Price in respect of each Scheme Unit held by the Scheme Participant on the Record Date in accordance with clause 7.1(e) of the SIA,

in each case subject to the terms of the Scheme and, in respect of sub-paragraph (ii), using the cleared funds received by the Manager in accordance with paragraph (a).

31A.3 Powers of Manager

If the Scheme Resolutions are approved by Members, the Manager will have the power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Scheme, the Scheme Resolutions and the SIA, including power to:

(a) redeem, transfer or cancel Units;
(b) execute any documents including any application for redemption or issue of Units as agent and attorney for or on behalf of all or any Members;
(c) issue further Units as well as evidence of entitlement in respect of such Units;
(d) seek suspension from trading of Units;
(e) seek the removal of the Trust from the Official List of the ASX and the cessation of quotation of Units;
(f) suspend the registration of transfers of Units; and
(g) appending the SIA to this constitution as an exhibit (for reference purposes only) as Appendix A.

31A.4 Covenants by Manager and Members

(a) Each Scheme Participant and the Manager must do all things as may be necessary or desirable to give full effect to the Scheme and the transactions contemplated by it.
(b) Each Scheme Participant, without the need for any further act:
(I) irrevocably appoints the Manager and each of its Directors and officers, jointly and severally, as that Scheme Participant's attorney and agent for the purpose of; and
(ii) consents to the Manager,

doing all things and executing any document necessary to give full effect to the Scheme and this clause 31A.4 and the transactions contemplated by them.

(c) Each Scheme Participant appoints the Manager to enforce the Deed Poll against CLC on behalf of and as agent and attorney for the Scheme Participant.
(d) The Manager, as agent and attorney of each Scheme Participant, may sub delegate Its functions, authorities or powers under this clause 31A.4 to all or any of its directors and officers (jointly, severally, or jointly and severally).
(e) Each Scheme Participant agrees to the redemption of all of their Scheme Units in accordance with this clause 31A and the modification or variation (if any) of the rights attaching to their Scheme Units arising from this clause 31A.

31A.5 Effect of clause 31A

This clause 31A and any other clauses of the CKT Constitution amended by this Supplemental Deed:

(a) bind the Manager and all Scheme Participants, including those who do not attend the Scheme Meeting, those who do not vote at that meeting and those who vote against the Scheme Resolutions at that meeting; and
(b) overrides the other provisions of this constitution to the extent of any inconsistency.

31A.6 Manager's limitation of liability

Without limiting clause 19 and subject to the Corporations Act, the Manager will not have any liability of any nature whatsoever beyond the assets of the Trust to Members arising, directly or indirectly, from the Manager doing or refraining from doing any act (including the execution of a document), matter or thing pursuant to or in connection with the implementation of the Scheme.

31A.7 Manager's discretion to amend the terms of the Scheme

The Manager may amend the terms of the Scheme if:

(a) such amendment is not inconsistent with the approval given by Members or such amendment does not adversely affect the rights of the Members whose Units are to be redeemed under the Scheme;
(b) such amendment is approved in writing by CLC; and
(c) this clause 31A shall apply to the Scheme as amended.

4. NO RESETTLEMENT

The Manager confirms that it is not by this deed intending to:

resettle or redeclare the Trust declared under the CKT Constitution; or (a)
cause the transfer, vesting or accruing of any property comprising the assets of the Trust in any person. (b)

5. GOVERNING LAW

This deed is governed by the laws of the State of New South Wales.

EXECUTED as a deed poll.

SIGNED, SEALED and DELIVERED by CHALLENGER LISTED INVESTMENTS LIMITED as responsible entity of the CHALLENGER KENEDIX JAPAN TRUST by:

Signature of director

Signature of director! secretary

Name of director (print)

Name of director / secretary (print)

Schedule 2

DEED POLL

Deed Poll

Challenger Life Company Limited ABN 44 072 488 938

Blake Dawson

Level 36, GrosvanarPlace 225 George Street Sydney NSW 2000 Australia T 81 2 9258 B0D0 F 61 2 9258 6999 Reference SJD MUR SYT 02.2613-5574 08lake Dawson 2009

	1.		DEFINITIONS AND INTERPRETATION	1
		1.1	Definitions
		1.2	Rules for interpreting this document	1 1
	2.		CONDITIONS AND TERMINATION	1
		2.1	Termination
		2.2	Consequences of Termination	1 1
	3.		COMPLIANCE WITH SCHEME OBLIGATIONS	2
		3.1	Payment of Subscription Price	2
		3.2	Scheme Implementation	2
		3.3	Supplementary Information	2
		3.4	Acquisition of CKT Units	2
		3.5	Compliance with various takeover provisions of the Corporations Act	2
		16	Further Assurances	3
WARRANTIES	4.			3
	5.		NATURE OF DEED POLL	3
		5.1	Reliance	3
		5.2	Appointment of Agent	4
		5.3	Continuing obligations	4
STAMP DUTY	6.			4
8.1	7.		AMENDMENT AND ASSIGNMENT
				4
		7.1	Amendment	4
		7.2	Assignment	4
GENERAL	8.			4
			Governing law	4
		8.2	Liability for expenses	4
		8.3	Waiver of rights	5
		8.4	Operation of this document	5

Deed Poll

DATE

PARTIES

Challenger Life Company Limited ABN 44 072 486 938 (CLC)

In favour of each holder of fully paid ordinary units in Challenger Kenedix Japan Trust ARSN 124 068 971

RECITALS

A. CLC and Challenger Listed Investments Limited ABN 94 055 293 644 (CL1L) as responsible entity of Challenger Kenedix Japan Trust ARSN 124 068 971 (CKT), have entered into an implementation agreement dated [•] December 2009 (Implementation Agreement) under which they each agree to take certain steps to implement the Scheme.
B. In accordance with the Implementation Agreement, CLC is entering into this document to covenant in favour of the Scheme Participants that it will observe and perform its obligations under the Scheme.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms that are not defined in this document and that are defined in the Implementation Agreement have the same meaning in this document as given to the term in the implementation Agreement, unless the context makes it clear that a definition is not intended to apply.

1.2 Rules for interpreting this document

The rules for interpreting the Implementation Agreement set out in clause 1.2 and for non-Business Days set out in clause 1.3 of the Implementation Agreement apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

2. CONDITIONS AND TERMINATION

2.1 Termination

CLC's obligations under this document terminate automatically upon the termination of the Implementation Agreement.

2.2 Consequences of Termination

If this document is terminated under clause 2.1 then, in addition and without prejudice to any other rights, powers or remedies available to it:

CLC is released from its obligations under this document except those obligations under clause 6; and (a)

(b) each Scheme Participant retains any rights, powers or remedies that the Scheme Participant has against CLC in respect of any breach of its obligations under this document that occurred before termination of this document.

3. COMPLIANCE WITH SCHEME OBLIGATIONS

3.1 Payment of Subscription Price

Subject to the Supplemental Deed becoming Effective, CLC covenants to, or procure the CLC Nominees to, subscribe, and pay the Subscription Price, for the New Units in accordance with clause 7 of the Implementation Agreement.

3.2 Scheme Implementation

CLC will do all things that it is required to do under the implementation Agreement to implement the Scheme.

3.3 Supplementary Information

CLC will provide supplementary information to ASX (with a copy to AS1C) if it becomes aware of any of the following matters between the Scheme Booklet Despatch Date and the Meeting Date:

(a) a statement in the CLC Information that is misleading or deceptive;
(b) an omission from the CLC Information of information required by the Corporations Act or Guidance Note 15 to be included in the CLC Information; and
(c) a new circumstance relevant to CLC or the CLC Information which, had it arisen prior to the Scheme Booklet Despatch Date, would have been required to be included in the Scheme Booklet at the Scheme Booklet Despatch Date

that is material from the point of view of a CKT unitholder.

3.4 Acquisition of CKT Units

CLC will not, and will procure that its associates (as defined in section 12(2) of the Corporations Act) will not, acquire CKT Units other than via the Scheme until the earlier of:

(a) the Scheme being implemented;
(b) one or both of the Scheme Resolutions not being approved by Scheme Participants at the Meeting; or
(c) the termination of the Implementation Agreement.

3.5 Compliance with various takeover provisions of the Corporations Act

CLC undertakes that, subject to any differential treatment of Scheme Participants which is inherent in the Scheme, the Scheme will as far as practicable comply with the following sections of the Corporations Act as they would apply if CLC were making a takeover bid for CKT on similar terms:

(a) subsection 618(1) and section 619;
(b) subsections 621(3), (4) and (5) as modified by ASIC class order 0012338;
(c) sections 622, 623, 627, 628 and 651A.

For the purposes of this clause the Scheme Booklet Despatch pate will be:

(a) the date of the bid for the purposes of applying subsection 621(3), (4) and (5) of the Corporations Act: and
(b) the first date of the bid period (which will end immediately after the Scheme Meeting) for the purposes of applying section 623 of the Corporations Act.

3.6 Further Assurances

CLC must on its own behalf and, to the extent authorised by the Scheme, on behalf of each Scheme Participant, execute all documents and take all necessary action within its power as may be necessary or desirable to give full effect to the provisions of this document and the transactions contemplated by it.

4. WARRANTIES

CLC represents and warrants that:

(a) (status) it is a company limited by shares under the Corporations Act;
(b) (power) it has full legal capacity and power to:
(i) own its property and to carry on its business; and
(ii) enter into this document and to can-y out the transactions that this document contemplates;
(c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions this document contemplates;
(d) (documents effective) this document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditor's rights generally) subject to any necessary stamping; and
(e) (no contravention) neither its execution of this document nor the carrying out by it of the transactions that it contemplates, does or will:
(J) contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property;
(ii) contravene any Authorisation;
(iii) contravene any undertaking or instrument binding on it or any of its property; or
(iv) contravene its constitution or any other constituent documents.

5. NATURE OF DEED POLL

5.1 Reliance

CLC acknowledges that this document may be relied on and enforced by any Scheme Participant in accordance with its terms even though the Scheme Participants are not party to it.

5.2 Appointment of Agent

Under the Scheme, each Scheme Participant appoints CLIL as its agent and attorney to enforce this document against CLC on behalf of that Scheme Participant

5.3 Continuing obligations

This document is irrevocable and, subject to clause 2, remains in full force and effect until CLC has completely performed its obligations under this document or the earlier termination of this document under clause 2.

6. STAMP DUTY

(a) CLC must pay for all stamp duty (including any related fines, penalties and interest) payable on this document or any instrument or transaction contemplated in or necessary to give effect to this document.
(b) CLC must indemnify each Scheme Participant on demand against any liability they may have for stamp duty (including any related fines, penalties and interest) levied on the Scheme Participant as a result of the issue of the New Units or the redemption of Scheme Units under the Scheme. 7.1 Amendment

7, AMENDMENT AND ASSIGNMENT

A provision of this document may not be varied unless:

(a) the variation is agreed to in writing by CLIL; and
(b) CLC enters into a further deed poll in favour of Scheme Participants giving effect to that amendment.

7.2 Assignment

The rights and obligations of a person under this document are personal. They cannot be assigned, encumbered, charged or otherwise dealt with, and no person shall attempt or purport to do so.

8. GENERAL

8.1 Governing law

(a) This document is governed by the law in force in New South Wales.
(b) CLC submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, and any court that may hear appeals from any of those courts, for any proceedings in connection with this document, and waives any right it might have to claim that those courts are an inconvenient forum.

8.2 Liability for expenses

CLC must pay its own expenses incurred in negotiating, executing, and registering this document.

8.3 Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including ^a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
(c) the exercise of a right does not prevent any further exercise of that right or of any other right.

8.4 Operation of this document

(a) Any right that a person may have under this document is in addition to, and does not replace or limit, any other right that the person may have.
(b) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document,

EXECUTED as a deed poll.

EXECUTED for and on behalf of CHALLENGER LIFE COMPANY LIMITED by its Attorneys under power of attorney dated 2009:

Signature of attorney Signature of attorney

By executing this agreement the attorney states that By executing this agreement the attorney states that the the attorney has received no notice of revocation of attorney has received no notice of revocation of the power the power of attorney of attorney

Name of attorney (print) Name of attorney (print)

208328746_4

Deed Poll 5

Schedule 3

TIMETABLE

Event	Date
Announcement Date	9 December 2009
Draft Scheme Booklet lodged with ASIC and ASX for review	9 December 2009
Scheme Booklet Despatch Date	31 December 2009

208271274_9

Schedule 4

RESPONSIBILITY STATEMENT

Except as outlined below, the information in this Scheme Booklet has been provided by CLIL and is the responsibility of CLIL. Neither CLC nor any of its directors, officers and advisors assume any responsibility for the accuracy or completeness of any such CLJL information,
1. CLC has provided and is responsible for information contained in section 6 of this Scheme Booklet, including information as to the funding arrangements it has made to provide the monies for the Subscription Price per New Unit and information as to CLC's opinions, views, intentions, and decisions in relation to CKT (collectively the CLC Information). CLJL and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the CLC Information.
1. The Independent Expert has provided and is responsible for the information contained in Attachment E of this Scheme Booklet. Neither CLIL nor CLC, nor any of their respective directors, officers and advisors, assumes any responsibility for the accuracy or completeness of the information contained in Attachment E. The independent Expert does not assume any responsibility for the accuracy or completeness of the information contained in this Scheme Booklet other than that contained in Attachment E.
1. Blake Dawson has provided and is responsible for the information contained in Attachm ent F of this Scheme Booklet. Neither CLIL nor CLC, nor any of their respective directors, officers and advisors, assumes any responsibility for the accuracy or completeness of the information contained in Attachment F. Blake Dawson does not assume any responsibility for the accuracy or completeness of the information contained In this Scheme Booklet other than that contained in Attachment F.

EXECUTED as an agreement.

EXECUTED by Challenger Listed Investments Limited ABN 94 055 293 644 as responsible entity of Challenger Kenedix Japan Trust ARSN 124 068 971 in the presence of:

Signature of director

.P7SHAH;s NI) SteleKoeppenkastrop

Signature of.di sdsecretary

Name Name

EXECUTED for and on behalf of CHALLENGER LIFE COMPANY LIMITED by its Attorneys under power of attorney dated 42009:

Paul Howard

Name of ett mm (print)

4- 4-

Signature of attorney

that By executing this agreement the attorney states that the the attorne o notice of revocation of attorney has received no notice of revocation of the power of attorney

'Oren Ftobbins

Name of attorney (print)

Challenger Kenedix Japan Trust (ASX:CKT)

Recommended cash offer from Challenger Life

9 December 2009

Important notice

Information contained in this publication is current as at 9 December 2009 unless otherwise specified and is provided by Challenger Listed Investments Limited (ABN 94 055 293 644) (AFSL 236887) ("CLIL") as Responsible Entity of the Challenger Kenedix Japan Trust (ARSN 124 068 971) ("CKT"). This document has been prepared for general information purposes only and not with regard to any particular recipient's financial situation, objectives or needs nor to solicit offers or invitations for CKT's securities. Nothing contained in this document constitutes investment, legal, tax or other advice. Accordingly, recipients should, before acting on any information in this document, consider its appropriateness, having regard to their objectives, financial situation and needs, and seek the assistance of their financial or other licensed professional adviser before making any investment decision.

CLIL makes no representation, gives no warranty and does not accept any responsibility for the accuracy or completeness of any recommendation, information or advice contained herein or that the information is suitable for your intended use. To the maximum extent permitted by law, the recipient releases CLIL, each member of the Challenger Financial Services Group, their directors, officers, employees, representatives and advisors from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising in relation to any recipient relying on or using anything contained in or omitted from this document.

Past performance is no guarantee or assurance as to the future performance, profitability or capital value of CKT or its securities. Any forward looking statements included in this document are by nature subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, CLIL, so that actual results or events may vary from those forward looking statements, and the assumptions on which they are based.

CLIL, or persons associated with it, may have an interest in the securities or financial products mentioned in this document and may earn fees including as a result of transactions in any such securities or financial products.

Section 1

Transaction overview

Proposal overview

¾ Challenger Listed Investments Limited (CLIL), the Responsible Entity of Challenger Kenedix Japan Trust (CKT) announced a proposal (Proposal) wherein Challenger Life¹ will acquire 100% of the units in CKT for consideration of \$1.00 cash per CKT unit
¾ The December 2009 estimated distribution of \$0.03 per unit will be paid to CKT unitholders
¾ CKT Independent Directors unanimously recommend the Proposal, in the absence of a superior proposal
¾ The Independent Expert has determined the Proposal, while not fair, is reasonable and is in the best interests of unitholders
¾ The Proposal will be implemented by way of a trust scheme, requiring CKT unitholders' approval (Scheme)
¾CKT unitholder vote expected late January 2010

Note:

1 Challenger Life (CLC) refers to Challenger Life Company Limited (ABN 44 072 486 938)

Transaction pricing

¾ The Proposal consideration of \$1.00 cash per CKT unit offers a significant premium to recent trading values

Offer premium to recent trading values1,2

Notes:

1 Trading values have been adjusted proportionately for the estimated distribution of \$0.03 per unit for the 6 months ended 31 December 2009

2 CKT closing price on 8 December 2009 of \$0.70 before adjustment for the estimated distribution.

Reasons for Independent Directors' recommendation

CKT Independent Directors unanimously recommend the Proposal, in the absence of a superior proposal, based on the following considerations:

¾ In the absence of the Proposal CKT is unlikely to trade at \$1.00 or more for the foreseeable future given CKT's challenges
difficult outlook for Japanese property and property financing
need to materially reduce gearing
CKT's reduced attractiveness to investors driven by a lack of scale, illiquid CKT unit trading and limited growth prospects
foreign exchange exposure, which has been particularly volatile over the past 18 months
¾Provides a substantial premium to the pre-announcement trading price of CKT units
¾Achieves certain value for unitholders through cash consideration
¾ The Independent Expert's conclusion that the Proposal while not fair, is reasonable and is in the best interests of Unitholders

Transaction conditions

Conditions Precedent

¾Unitholders approving the scheme
¾Independent Expert concluding the Scheme is in the best interests of unitholders
¾No material adverse change of an ongoing nature to the business, financial position or performance of CKT
¾No reduction in net property income at the Master TK level of greater than ¥150m (calculated on an annualised basis)
¾ No change in capital structure, disposal or encumbrance of substantial part of business, insolvency of CKT or change of consent given under currency hedge contracts, the Management Agreement or the Master TK Agreement (Prescribed Occurrence)
¾No insolvency event or change of control occurring in relation to Kenedix, Inc. or Kenedix Advisors
¾No event of default under finance agreements
¾An FX Rate in the range of ¥70 to ¥90 (inclusive) per A\$1 on the meeting date
¾Obtaining necessary ASX and ASIC regulatory relief

CLC Termination right

¾A breach by CLIL or if there is a Prescribed Occurrence
¾A majority of Independent Directors withdraw their recommendation
¾A change in Japanese tax law results in material increase in tax payable on distributions made to CKT

Deal protections

¾While CKT may not actively solicit alternative proposals, CKT is able to respond to a superior competing proposal
¾CKT may give due diligence to a superior competing proposal
¾ CKT must give CLC details of a superior competing proposal which it proposes to recommend and give CLC an opportunity to put a revised proposal within 2 business days

Cost reimbursement

¾ CKT to reimburse CLC for its actual external costs subject to a cap of \$1 million if CLC does not acquire CKT by 28 February 2010 and by then:
a superior proposal is announced and completed within 6 months of 28 February 2010; or
an Independent Director withdraws a recommendation except where Independent Expert concludes the Scheme is not in the best interests of CKT unitholders.

Section 2

Background to the Proposal

CKT performance since IPO

¾Continued sound underlying portfolio performance

Strong cash flows underpinned by high occupancy (100%) and long lease expiries (14.9¹ years WALE)
Recent scheduled market rent reviews confirm relative stability of underlying income²
Sound underlying performance has not translated into attractive returns for CKT unitholders

Relative price performance³ CKT unit price relative to NTA

Notes:

1 Assumes tenants do not terminate leases prior to specified lease term; some leases can be terminated at the tenant's option, some with payment of break penalties, prior to the end of the specified lease term
2 Scheduled market rent reviews are currently being finalised for Life Higashinakano, Yaoko Sakado Chiyoda and Unicus Ina, which comprise 14.6% of CKT's gross rental income. The expected post-review outcome for these three properties in total is a rent reduction of 0.4%, equating to a fall of less than 0.1% over CKT's entire portfolio

3 CKT unit price adjusted to include second instalment as if paid at IPO, S&P/ASX 300 A-REIT Index rebased to CKT

Factors contributing to CKT's performance

Key issues currently facing CKT:

J k t a p a n e s e m a r e d i t i c o n o n s	¾	J l k d i i i d i f f i l i h l t t t t t, t t a p a n e s e r e a e s a e m a r e c o n o n s r e m a n c u w p r o p e r y v a u e s t i i t f l l, l k f l i i d i t i t k t d i t h l i t t l i d f c o n n u n g o a a c o q u y n a s s e m a r e s a n w e e v e n c e o t b i l i t i i t i t h t s a s a o n o r m p r o e m e n n e n e a r e r m v
G i l l e a r n g e e s v	¾	1 f f % 's f f P t l i i 6 1 i b t h B d d i d l l i o r o o g e a r n g o s a o e e o a r e s r e e e o g e a r n g o v v 4 0 % 5 0 % -
	¾	L i k l b d i f f i l f i i i f i l i i l l f i t t t t t t t e y o e c u o r e n a n c e e x s n g a c e s a c u r r e n e v e o g e a r n g d i i l i l t a n o n s m a r c o m m e r c a e r m s
	¾	I i t l t t t l i t t l i t i t t t t b l n p r e o s p r o p e r s a e a e m p s, e n e s o r n e r e s a a c c e p a e v u y v i i p r c n g
T d i l i i d i t r a n g q u y	¾	C K T 's d d i i d i b l k f l i l l i i d t t t t t r e u c e a r a c v e n e s s o n v e s o r s r v e n y a a c o s c a e, q u C K T i t t d i d l i i t d t h t l t i t t h b d A- R E I T n r a n g a n m e g r o p r o s p e c s r e a e o e r o a e r u w v t s e c o r
S l c a e	¾	A b i l i i i i i i i l i i d i C K T 's l i k l t t t t t t y o g r o w v a a c c r e v e p r o p e r y a c q u s o n s s m e g v e n e y d i f f i l t i i i t i t l t b l i c u y r a s n g e q u y c a p a a a r e a s o n a e p r c e
	¾	P t l i l d l, i d b t t l t i r o p e r y s a e s r e q u r e e n e r a p p r o v a n c u r e p r e- p a y m e n p e n a e s d i l l i f d d i i i t t t t a n p r o p o r o n a n c r e a s e n a m n s r a o n c o s s y u
F i h o r e g n e x c a n g e l t i l i t v o a y	¾	G i i l i i i d i f f i l i f i h t t t t t t t t v e n c a p a c o n s r a n s, s c u o e n e r n o n e w o r e g n e x c a n g e h d i t t i t l t l t i l i t i t h e g n g a r r a n g e m e n s o a p p r o p r a e y m a n a g e e x p o s u r e o v o a y n e / f A U D J P Y h t i d e x c a n g e r a e g o n g o r w a r
No tes :

1 As at 30 November 2009. Total debt drawn over total portfolio including 30 November 2009 revaluations (all denominated in Yen)

Property valuations

¾ Revaluation of 100% of CKT's portfolio as at 30 November 2009 resulted in a 4.7% reduction in value
¾Reduction in portfolio value has reduced pro forma NTA
¾ The weighted average capitalisation rate has increased from 5.17% as at 30 June 2009 to 5.41% as at 30 November 2009

CKT pro forma NTA movements CKT property portfolio value ^²

1 Based on full portfolio valuation conducted 30 November 2009

2 Based on exchange rate of AUD/JPY 81.84. Pro forma NTA equals 30 June 2009 NTA adjusted for changes in property valuations and currency movements

CKT's current gearing position

¾ Headroom under LVR covenants has reduced materially due to recent property devaluations
¾ Capital hedge unwind is continuing, with current capital hedge liabilities of c.\$10m¹
ongoing exposure to AUD/JPY volatility, with particular impact on NTA

CKT gearing by debt facility CKT LVR covenant headroom^²

Notes:

1 \$6m is fixed and payable in February 2010

2 Surplus cash and capex reserve debt applicable to Shinsei facility has been applied equally historically to enable gearing comparison. Total property value includes currently unencumbered Life Kema property, which is currently being added to Shinsei security pool to enhance covenant headroom

Section 3

Strategic options

Strategic options considered

The Board has been pro-active in considering options to improve unitholder value

¾Maintaining the status quo
¾Recapitalising through an equity raising
¾ Targeted asset sales with proceeds applied to debt repayment to reduce gearing
¾An orderly wind up
¾Merger with another REIT
¾Encouraging alternative proposals to acquire CKT (privatisation)

¾Target gearing ratio of 40%-50% to support 2012 refinancing
¾Risk of further property devaluations leading to covenant breaches
¾ 1 for 1 entitlement offer would reduce pro forma portfolio gearing to c.51% (if priced at 20% discount to TERP¹ to raise c.\$71m)
unlikely to be sufficient to comprehensively address CKT's leverage issues
¾ Asset sales could be pursued to reduce gearing further, although Japanese property market not currently supportive
¾ Other initiatives have limited impact
reinstatement of DRP²
retention of earnings to repay debt

Notes:

1 Discount to TERP based on A-REIT sector average of c.12% for A-REIT equity raisings since October 2008, adjusted to reflect significant relative size of potential equity raising
2 Suspended for 1H10 distribution

¾ To de-gear CKT to an LVR of 40%-50% would require an equity raising of c.\$80m-\$155m1

T t i a r g e g e a r n g	4 0 %	5 0 %
O f f t i e r r a o	2. 8 1 f 1 o r	1. 1 7 f 1 o r
\$ E i t i i i ( ) q u y r a s n g s z e m	1 5 4	8 1
D i t t T E R P s c o n o u	( % ) 2 0	( % ) 2 0
\$ ( ) T E R P	0. 4 5	0. 5 7
\$ O f f i ( ) e r p r c e	0. 3 6	0. 4 5
\$ N T A ( )	0. 3 7	1. 0 6
U i i ( ) t n s o n s s u e m	8 2 5	3 3 2
F Y 1 0 E P U ( ) ² t c e n s	3. 7	6. 3
3 F Y 1 0 E P U i l d t f f i y e a o e r p r c e	1 0. 4 %	1 3. 9 %
4 \$ R i d E P U i l d t t d t 1. 0 0 e q u r e y e o r a e a	7. 1 %	8. 9 %

Notes:

1 Assumes no further property devaluation. Based on exchange rate of AUD/JPY 81.84, and last trading price of \$0.70
2 Based on CKT Management forecast for net income of \$20.1m for FY10 (before interest savings from equity raising) divided by number of units post entitlement offer
3 Based on resulting EPU post entitlement offer
4 Assuming investor participates in the entitlement offer

¾An equity raising has been considered at various entitlement ratios
¾ Any equity raising will be highly dilutive given CKT's cost of equity and very low cost of debt

	Po de l Re ire d F Y 1 0 E P U ie l d de t to tra t: s a q u y a
					Eq iva u	f \$ len t o 1. 0 0	N T A
En t i t lem t en t io ra	Gr t os s a mo un \$m ise d ( ) ra	Pr ty op er 1 ing g ea r	N T A / i t un	E P U d i lu t ion ( % )	Pa t ic ip t ing r a 2 Un i t ho l de r	No t ic ip t ing n- p ar a 3 Un i t ho l de r
1 fo 1 r	7 1	5 1 %	1. 1 2	( 3 8 % )	9. 3 %	6. 8 %	6. 1 %
2 fo 1 r	1 2 2	4 4 %	0. 8 6	( 5 1 % )	7. 8 %	4. 7 %	5. 4 %
fo 3 1 r	1 6 0	% 3 9	0. 7 0	( % ) 5 7	% 6. 9	% 3. 6	% 5. 1

Notes:

Key assumptions: Current unit price of \$0.70, exchange rate of AUD/JPY 81.84, equity raising priced at 20% discount to TERP, equity raising fees of 4%

1 Property gearing defined as Interest-bearing debt divided by value of properties at last valuation. Compares to current LVR of 61%
2 Compared to existing FY10 EPU yield of 18.9% (based on Management forecast). Based on resulting EPU post entitlement offer and cost of participating in entitlement offer.
3 Based on required EPU yield of one existing CKT unit (ex-rights)

¾ Post an equity raising, CKT units would need to trade on a materially lower EPU yield to achieve an equivalent value per existing CKT unit of \$1.00
as a benchmark, the S&P/ASX 300 A-REIT Index (excl. Westfield) currently trades on c.8.8% FY10E EPU yield
¾ Would require a material re-rate from CKT units current EPU yield
CKT units would need to trade on a firmer yield than many peers with a lower perceived risk profile

AJAWhere does CKT need to trade to be valued equally to the price of the Proposal?

1 CKT pro forma for Nov-09 property revaluations, current exchange rate and other assumptions as per previous page. CKT gearing in this chart is on a total asset basis and therefore not directly comparable to portfolio level gearing quoted on other pages in this presentation

Orderly wind up

¾ Market conditions in Japan suggest that liquidating CKT's portfolio could only be achieved at a material discount to book value

Discount to current book value on sale

portfolio sale also likely to take considerable time
¾ CKT sought proposals from potential purchasers of assets during 2009
at the time, indications of interest were not at acceptable prices

		( 1 0. 0 % )	( 1 5. 0 % )	( 2 0. 0 % )	( 2 5. 0 % )
	3 0 Ju 2 0 1 0 n	1. 1 6	0. 9 5	0. 7 5	0. 4 5
Co le t ion mp f w in d- o up	3 0 Ju 2 0 1 1 n	1. 1 1	0. 9 2	0. 7 4	0. 5 6
	3 0 Ju 2 0 1 2 n	1. 0 5	0. 8 9	0. 7 2	0. 5 6

Wind-up analysis — approximate net present value to CKT unitholders (\$ per unit)

Notes:

Sale costs in case of portfolio sale 3.0% of property value Pre-payment penalties 1.0% of interest-bearing debt Assumes no value leakage on repatriation of sale proceeds to Australia and equivalent earnings for FY11/12 as per FY10 Management forecast

Merger with a J-REIT

¾CKT engaged with a number of parties in relation to asset sales
¾ J-REITs are unlikely to participate in Australia-Japan cross-border M&A
attractiveness of CKT likely insufficient to offset effects of regulatory hurdles and cross-border complexities
¾ J-REIT trading environment not conducive to acquisitions that involve significant execution risk

Merger with another A-REIT

No suitable candidates have been identified to provide greater value than the Proposal

¾ Several impediments to merger with ASX listed Japanese property trusts
management contracts
merged entity pro-forma gearing
¾ A-REITs with no existing Japanese platform are unlikely to have a strategic interest at this time

Proposals to acquire CKT

¾ Information has been provided to and discussions were held with a number of parties
the Board considered these parties might be interested in the opportunity to make a material investment in the underlying assets of CKT, or to acquire all of CKT
¾ The Proposal was the only attractive offer or expression of interest received through the process
¾Opportunity remains for third parties to make a superior proposal

Section 4

Indicative timetable

Transaction timetable

f A t t t i n n o u n c e m e n o r a n s a c o n	9 D b 2 0 0 9 e c e m e r
S h B k l t i d b U i t h l d c e m e o o e r e c e v e y n o e r s	2 0 1 0 l J e a r y a n u a r y
C K T i h l d i h P l t t t t t n o e r m e e n g o o e o n e r o p o s a u v	l J 2 0 1 0 t a e a n a r u y
I l i d t t t m p e m e n a o n a e	l F b 2 0 1 0 e a r e r a r y u y

Appendix A

Portfolio metrics

Portfolio metrics as at 30 November 2009

¾ The weighted average capitalisation rate has increased from 5.17% as at 30 June 2009 to 5.41% as at 30 November 2009

		Le as e ter m	In de p. Va lua t ion 3 0 Ju 0 9 n	Ca te p ra 3 0 Ju 0 9 n	In de p. Va lua t ion 3 0 0 9 No v	Ca te p ra 3 0 No 0 9 v	Va lua t ion ha c ng e
Pr ty op er na me	Lo t ion ca	( ) y rs	( ¥m )	( % )	( ¥m )	( % )	%
Ca ino C h i tos da i r e	Ka to To ky n are a, o	1 3. 0	1 0, 2 2 4	4. 6	9, 5 0 0	4. 9	( 7. 3 )
Ca ino To k iwa da i r	Ka to To ky n are a, o	1 6. 3	6, 4 1 0	4. 8	6, 2 0 0	5. 0	( 3. 3 )
Izu iy Ha ku ba ic ho m a	Ka i a Ky to ns a rea o ,	1 6. 2	5, 6 6 0	5. 2	5, 4 8 0	5. 4	( 3. 2 )
Un icu Ina s	Ka to To ky n are a, o	1 6. 7	4, 6 2 0	5. 2	4, 5 4 0	5. 3	( 1. 7 )
Va lor To da	C hu bu Na ar ea g oy a ,	1 8 5.	3, 4 4 0	5. 7	3, 4 0 4	8 5.	( 1. 0 )
fe L i H ig h ina ka as no	Ka to To ky n are a, o	9. 7	2, 7 6 0	4. 9	2, 6 3 0	5. 1	( ) 4. 7
fe L i As ku a sa	Ka to To ky n are a, o	8. 5	2, 2 6 0	2 5.	2, 2 1 0	3 5.	( 2. 2 )
Os da Na k i a g as a	Ky hu Na k i us ar ea g as a ,	1 6. 2	1, 7 4 0	6. 2	1, 7 0 0	6. 4	( 2. 3 )
Ya ko Sa ka do C h iy da o o	Ka to Sa i tam n are a, a	1 1. 7	1, 5 1 0	5. 2	1, 4 6 0	5. 4	( 3. 3 )
Su No nn y ma	Ky hu Fu ku ka us ar ea o ,	2 7. 2	1, 3 6 8	6. 0	1, 3 2 0	6. 2	( 3. 5 )
Ka i Su Sa ig ns a p er o	Ka i a Os ka ns a rea a ,	8. 7	1, 0 0 7	6. 0	1, 0 0 5	6. 1	( 1. 9 )
Ko j im N is h iar i a a	Ka to To ky n are a, o	1. 6	9 3 1	5. 2	8 7 3	5. 5	( ) 6. 2
De De Ku o o re	C hu ku H iro h im g o ar ea s a ,	3 7.	2, 6 0 5	8 5.	2, 3 0 5	6. 1	( 4. ) 5
Se iy M iy ino u ag	Se To hu ku da i are a, n	6. 3	8 0 3	6. 0	7 7 5	6. 2	( ) 3. 4
Va lor Ta k ino izu m	C hu bu Na ar ea g oy a ,	1 6. 0	2, 4 4 0	5. 3	2, 1 6 0	5. 6	( 1 1. 5 )
Va lor Ic h ino iy m a	C hu bu Na ar ea g oy a ,	1 7. 7	2, 4 7 0	5. 1	2, 2 5 0	5. 6	( 8. 9 )
Ae Ku h iro on s	Ho k ka i do ar ea	2 0. 7	2, 3 4 0	5. 8	2, 2 4 0	6. 1	( 4. 3 )
Re iss Fu j im i da i na an ce	Ka to To ky n are a, o	1 9 7.	2, 6 0 5	0 5.	2, 2 8 0	3 5.	( 1 0. 9 )
L i fe Na ta g a	Ka i a Ko be ns a rea ,	1 7. 3	2, 0 8 0	5. 1	2, 0 3 0	5. 3	( 2. 4 )
fe L i Ke ma	Os Ka i a ka ns a rea a ,	1 7. 7	2, 3 9 0	0 5.	2, 3 2 0	3 5.	( 2. 9 )
fo / Po t l io to ta l r ig h te d a we ve rag e		1 4. 9	9, 4 6 5 7	1 5. 7	6, 9 2 5 5	4 1 5.	( 4. ) 7

AI assistant

CHALLENGER LIMITED — M&A Activity 2009

64641_rns_2009-12-08_833bf5ae-1011-4d32-9f61-fcdb055b7830.pdf

CKT Announcement

MARKET RELEASE

CHALLENGER KENEDIX JAPAN TRUST ANNOUNCES RECOMMENDED \$1.00 CASH OFFER

The Independent Directors of CLIL unanimously recommend the Proposal in the absence of a superior proposal.

Key points of Proposal:

For more information, please contact:

Important notice:

Implementation Agreement

Blake Dawson

Contents

implementation Agreement

PARTIES

RECITAL

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

(b) (arrangements)

Material Contract means:

1.2 Rules for interpreting this document

1.3 Non-Business Days

2. SCHEME

2.1 Scheme

2.2 CLC to assist

3. CONDITIONS

Obligations not binding until Conditions satisfied 3.1

3.2 Conditions

3.3 Waiver of a Condition

3.4 Fulfilment of each Condition

3.5 If a Condition is not fulfilled or waived

3.6 Consultation on communications with ASIC and ASX

4. CONDUCT OF BUSINESS BEFORE IMPLEMENTATION DATE

4.9 Conduct in the ordinary course

4.2 Distribution

5. UNDERTAKINGS

5.1 CLIL's obligations

5.2 CLC's obligations

CLC must:

6. PREPARATION OF SCHEME BOOKLET

6.1 CLIL to prepare Scheme Booklet

6.2 Compliance requirements

6.3 Responsibility Statement

6.4 CLC Information

6.5 Review by CLC

6.6 Dispute as to Scheme Booklet

6.7 Consent of CLC

6.8 Verification

6.9 Updating Scheme Booklet

7. IMPLEMENTATION OF SCHEME

7.1 CLIL's obligations

7.2 CLC's obligations

7.3 Delisting

8. ACCESS TO INFORMATION

CLIL to give access to information 8.1

8.2 Information provided subject to confidentiality obligation

9. BOARD RECOMMENDATIONS

9.1 Agreed Announcement

9.2 Independent Directors

unless:

9.3 Independent Director intentions

9.4 Independent Director voting

10. ANNOUNCEMENT

10.1 No Announcement

10.2 Notice of Announcement

11. TERMINATION

11.1 When a party may terminate

11.2 Termination by CLC

11.3 Termination by CLIL

11.4 Effect of termination

12. REPRESENTATIONS AND WARRANTIES

12.1 CLC representations and warranties

12.2 CLIL representations and warranties

12.3 Reliance on representations and warranties

12.4 Notifications

12.5 Separate Warranties

13. INDEMNITIES

13.1 Indemnities by CLC

13.2 Indemnities by CLIL

CHALLENGER LIMITED M&A Activity 2009