Phillip Wade Special Counsel Gaming & Leisure Industry Group T:

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1 Phillip Wade Special Counsel Gaming & Leisure Industry Group T: pwade@thomsonslawyers.com.au Areas of expertise Property Development Projects Joint Venture and Project Delivery Arrangements Development and Project Management Property and Building Management Leisure, Commercial, Medical, Industrial and Retail Leasing Acquisition and Disposal of Leisure, Commercial, Medical, Industrial and Retail Property General Real Estate Transactions Property Due Diligence Land Subdivision and Strata, Stratum and Community Title Qualifications Bachelor of Laws (Hons), Bond University Admitted to the Supreme Court of New South Wales and High Court of Australia Phillip is a special counsel in our Gaming & Leisure Industry Group which is a pre-eminent legal services provider to the industry in Australia and the wider Asia Pacific region. He primarily acts for industry clients on their property development projects and general property transactions and has acted for those and other clients for some 14 years. Prior to joining Thomsons, Phillip spent 5 years in the Real Estate Group at Allens Arthur Robinson. He has acted on some of the largest and most complex property development projects in the Australian gaming and leisure industry and in particular dominates the property transaction work in the New South Wales registered clubs sector. Phillip has extensive experience in all aspects of the property sector including property development projects, project delivery and joint venture arrangements, project and property management and the acquisition, disposal and leasing of assets in all property classes (leisure, commercial, retail, medical, industrial and residential properties). He prides himself on his ability to provide his clients with practical and commercial legal advice on their property development projects and general property transactions and his ability to work closely with his clients' project teams to ensure that the design, construction and operation of their projects are carried out and delivered in manner that meets the client's expected outcomes and the commercial arrangements associated with their projects. Relevant experience Property Development Projects Acting for a number of clients on their property development projects. These projects include some of the largest and most complex property development and diversification projects in the industry and typically involve the development of the clients property holdings for commercial, retail, medical, hotel, leisure, industrial and residential uses and the redevelopment and/or refurbishment of the clients existing premises. Some particular examples include: Revesby Workers Club - This project involves a staged mixed use development comprising a retail shopping centre, a medical centre, a ten pin bowling centre, a 90 place long day child care centre, a health and fitness centre, the refurbishment and upgrade of the Club's existing premises and the construction of a 6 level basement and deck car park.

2 Phillip is advising on all of the property aspects of the project, including: the engagement of the development manager, the project manager and all of the significant design consultants; the various management agreements associated with different components of the project; the tenancy agreements with the anchor tenants of the development (including those with Coles Supermarkets, Ardent Leisure (AMF) and the medical centre operator); the administration of the various tenancy, consultancy and management agreements put in place in connection with the project; and the stratum subdivision of the completed mixed use complex and the building management statement being put in place for the complex as part of the stratum subdivision. New Brighton Golf Club - This project involves the development of up to 400 residential dwellings on 13 hectares of land owned by NBGC, the redevelopment of NBGC's existing golf course and the construction of a new clubhouse. The project is being carried out by Mirvac on behalf of the Club and Phillip advised on the structure of the project delivery arrangements and negotiated the project delivery and financing agreements with Mirvac. Capral Limited - Responsible for project managing the restructuring of Capral property portfolio, including the preparation and management of the documentation for the development of a large scale transport hub and warehouse and aluminium extrusion facility in south-east Queensland and for the sale and lease back of several properties in New South Wales, Queensland and Victoria. Mount Pritchard & District Community Club Limited - This project involves the Mounties Group's proposed redevelopment of the Harbord Diggers Club site to construct a senior's independent living complex and a new club premises. Phillip has advised on and negotiated the agreements for the appointment of the development and project managers and the engagement of all of the significant project design consultants. Macquarie Goodman (now part of the Macquarie Group) - Acted in a joint venture development with Brickworks Limited of a large scale business hub located adjacent to the M7 motorway which is comprised of a mixture of commercial and industrial sites. Toronto Diggers Club - This project involves the development of a 3 level retail and commercial building with two levels of basement car parking. Phillip has advised on and negotiated the agreements for the appointment of the development manager for the project and the

3 property manager for the completed development, general development matters associated with the project (including the appointment of the project builder and other project design consultants and the scope of their appointments) and is advising on and negotiating the tenancy agreements for the leasing of premises within the completed development (including the completed agreement for lease with the anchor tenant, IPN Medical Centres (a member of the listed Sonic Healthcare group of companies), who are leasing an entire floor of the building from which they will operate a medical centre). Albion Park RSL & Memorial Club Ltd - This project involves the construction of a retail shopping centre on land owned by the Club adjacent to the Club's existing registered club premises. Phillip has advised on the appointment of the development manager for the project, general development matters associated with the project and has advised on and negotiated the offer from Coles Supermarkets to lease premises within the completed development. Western Suburbs Leagues Club (Ashfield) - This project involves the joint development with a mainland Chinese real estate development group of a new six level car park, a function centre and a 120 room 4 star hotel on land owned by Wests Ashfield adjacent to the club's premises. Phillip advised on the structure of the transaction and was responsible for negotiating the development agreement between Wests Ashfield and the Chinese development group. Under the development agreement Wests Ashfield were to be responsible for the construction of the car park and part of the function centre (which will be an extension to the existing club premises) whilst the Chinese development group were to be responsible for the construction of the hotel component and part of the function centre (which is to form part of the hotel complex), with the hotel being leased to the Chinese development group on completion of the project. He also advised on and negotiated the consultancy agreements for the engagement of all of the major project consultants. Other Significant Property Transactions Rooty Hill RSL Club Ltd - This project involved the staged construction of a ten pin bowling centre and an indoor sports and aquatic centre. Phillip has advised on and negotiated all of the major tenancy agreements associated with the various components of the project (including those with Ardent Leisure Group (AMF) for the stand alone ten pin bowling centre, New South Wales Gymnastics Association (who will operate a high performance men's gymnastics centre from their premises within the sports and aquatic centre) and Western Sydney Sports Medicine & Rehabilitation Clinic who will operate a sports medicine and community health centre from their premises within the sports and aquatic centre.

4 Deutsche Asset Management (Australia) Limited (now part of the Dexus Property Group) - Acted on their major commercial leasing transactions, including the lease of 17 levels of Governor Macquarie Tower to the New South Wales State Government and the leases to Mallesons Stephen Jaques' (now King Wood Mallesons) and Corrs Chambers Westgarth of premises within Governor Phillip Tower and Governor Macquarie Tower. Club Redfern Limited - This project involved Club Redfern selling its properties located opposite Redfern Railway Station to a development group, the redevelopment of those properties by that development group for a mixed use, commercial, retail and residential development and Club Redfern purchasing back a stratum of the completed development which the Club then fitted out and recommenced its registered club operations from. Phillip advised on and negotiated all of the property arrangements associated with the project including the structuring of the transaction and the put and call option deeds and the land sale contracts put in place for the sale of the properties and the buy back and fitout of the stratum of the completed development from which the club is now operating from. Rio Tinto Group - Acted for Rio Tinto in the sale of four of its Hunter Valley coal mines to Enex Resources. Orica Limited - Acted in all of its property transactions in New South Wales, including industrial and commercial leasing matters, and property sales and acquisitions. Wentworthville Leagues Club - This project involved the refurbishment of the Club's existing club premises and a significant expansion of the Club's car park (including a new entrance off the Great Western Highway). Phillip advised on and negotiated the agreements for the appointment of the development manager and the engagement of all of the significant project management and design consultants. Caltex Petroleum - Acted on the sale of a number of Caltex's service station and fuel depot sites in New South Wales and Queensland. These sales included providing advice on environmental remediation issues and on-going petrol supply agreements. Sydney Ports Corporation - Acted on property sales and acquisitions and leasing and licensing matters relating to the Corporation's port facilities. North Sydney Leagues Club - This project involves the redevelopment of existing areas within the Seagulls Leagues Club premises at West Tweed Heads for use as a supermarket and a children's activities centre. Phillip is advising on and negotiating the tenancy arrangements for the supermarket with a large independent supermarket operator and has advised on, negotiated and concluded the tenancy agreements with the operator of the children's activities centre.

5 Cody Outdoor Advertising (now part of the APN Group) - Acted on the leasing, licensing and acquisition of outdoor advertising sites. Various Listed Property Trusts - Acted for a number of commercial and industrial clients and large listed property trusts in a number of significant commercial, industrial and retail leasing transactions (including managing and coordinating the property due diligence for the acquisition of a number of retail, commercial and industrial properties for several large listed property trusts and superannuation funds).