CENTRO PROPERTIES GROUP. (ASX.CNP)

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name changed to CNPR Group

CNP announces that it has today completed the restructure of the Group in the terms approved by its stakeholders at the various stakeholder meetings held on 22 November 2011

The Supreme Court of New South Wales has approved the schemes of arrangement necessary to effect the restructure of the Centro Group - Senior Lenders to CNP will cancel CNP senior debt for substantially all CNP's Australian assets and interests - CNP securityholders, hybrid lenders and convertible bond holders will receive their share of the $100 million junior stakeholder consideration - CNP securityholders are expected to receive their 5.03 cents per CNP security in approximately three weeks

the second court hearing for Centro's proposed restructure was held in the Supreme Court of New South Wales on 24 and 25 November 2011. The Court has reserved its decision and the hearing was adjourned until a date to be determined

we understand that on or about this date the company undertook, proposed to undertake or was the subject of the following corporate action: - restructure whereby CNP's $2.7 billion Senior Debt will be cancelled in return for substantially all of CNP's Australian assets and interests - this corporate event may appear elsewhere in this company record

the securities of Centro Properties Group (the "Group") will be suspended immediately at the request of the Group following the approval of the Group's restructure by its securityholders and other relevant stakeholders yesterday

if the Senior Debt Scheme of Arrangement is approved by the Court, and all other conditions are achieved, CNP's $2.7 billion Senior Debt which matures on 15 December 2011 will be cancelled in return for substantially all of CNP's Australian assets and interests. CNP Securityholders, Convertible Bondholders and Hybrid Lenders would then receive their relevant proceeds, allocated as follows: o 5.03 cents per CNP security or $48,925,082 in total to CNP securityholders; o 5 cents 1 in the dollar or $21,074,918 in total to convertible bondholders; o $20,000,000 in total to secured hybrid holders ; and o $10,000,000 would be set aside for potential contingent creditors, on the basis that any surplus not used would be returned to the Senior Lenders

ASIC has launched civil penalty proceedings in the Federal Court of Australia against current and former directors and a former Chief Financial Officer (CFO) of various entities within the Centro Properties Group and Centro Retail Group (CER)- it is seeking orders to disqualify the directors and officer from managing corporations and will ask the Court to impose pecuniary penalties on them - the defendants to ASIC's action are: Mr Brian Healey, former Chairman and non-executive director; Mr Andrew Thomas Scott, former Chief Executive Officer (CEO) and Managing Director; Mr Samuel Kavourakis, a former non-executive director; Mr James William Hall, a non-executive director; Mr Paul Ashley Cooper, a non-executive director; Mr Peter Graham Goldie, a former non-executive director; Mr Louis Peter Wilkinson, a former non-executive director; and Mr Romano George Nenna, former CFO

Class Action - a court-ordered mediation involving all the parties fails to resolve the claims

Class Action - in May 2009 the Centro parties (Centro Properties Group ("NP") and Centro Retail Group ("ER")) brought cross-claims against their former auditor, PricewaterhouseCoopers ("PwC") - CNP and CER allege that, if damages are awarded against them, then PwC is liable to pay part or all of such damages

Class Action - in the Maurice Blackburn class action, known as the Kirby proceedings (involving 1349 group members, among them major institutional investors) the solicitors seek leave to examine insurance indemnity documents - so that they can determine if payouts are limited - the court reserves its decision

Class Action - Justice Ryan yesterday allowed Slater & Gordon to include several hundred more members who missed last Friday's class action closure deadline

Class Action - Justice Finkelstein of the Federal Court considers the multiple proceedings issue and rejects an application to have the Slater & Gordon action stayed

Class Action - Justice Finkelstein of the Federal Court discloses that he acquired a small parcel of shares in CNP, which made him a group member in the Slater & Gordon proceeding - notwithstanding his direction that he be expressly excluded from the claim, the Centro respondents have requested that he stand aside - the various parties await his Honour's decision in this regard

Class Action - Justice Finkelstein in the Federal Court of Australia makes various directions concerning the preparation of the claim

Class Action - Slater & Gordon commence a class action on behalf of stapled security holders in Centro Properties Group (CNP) and Centro Retail Trust (CER) - the claim alleges that CNP and CER failed to adequately disclose the financial risk to which the entities were exposed when financing the acquisition of the US listed shopping trust, New Plan Excel Realty, in April 2007 - the acquisition required CNP and CER to assume billions of dollars of debt which had to be refinanced during or before December 2007

Class Action - if you acquired CNP and/or CER stapled securities at any time between 5 April 2007 and 28 February 2008 and would like further information or wish to retain Slater & Gordon to represent your interests in a class action, please call them on 1800 555 777 or e-mail centro@slatergordon.com.au - see below for news of the action

Class Action - Maurice Blackburn commence a class action

name changed from Prime Retail Group

the merger of Centro Properties Group (trading as CEP) with Prime Retail Group is completed - we understand the merger was effected via a court approved scheme of arrangement with an effective ratio of 5 Prime securities per 1 Centro security