Information Memorandum For personal use only - …

1 KING&WGDDMALLESONSI nformationMemorandumDated 25 May 2018 OneMarket Limited ACN 623 247 549 (OneMarket)King & Wood MallesonsLevel 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 AustraliaT +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney personal use onlyInformation MemorandumContents1 Purpose of Information Memorandum22 Incorporation of Demerger Booklet23 Additional disclosure34 ASX listing35 Capital raisings46 Supplementary Information Memorandum47 Disclosure of from directors59 Consents510 Authorisation6 King & Wood MallesonsInformation MemorandumiFor personal use only1 Purpose of Information MemorandumThis Information Memorandum has been prepared by OneMarket Limited (ACN 623 247 549) (OneMarket Limited) in connection with its application for.

2 (a) admission to the official list of the Australian Securities Exchange (ASX); and(b) fully paid ordinary shares in the capital of OneMarket Limited (OneMarket Shares) to be granted official quotation on the securities exchange operated by document is not a disclosure document lodged with the Australian Securities and Investments Commission (ASIC) under the Corporations Act 2001 (Cth).This document does not constitute or contain any offer of OneMarket Shares for issue or any invitation to apply for the issue of OneMarket Incorporation of Demerger BookletThe following parts of the demerger booklet prepared by Westfield CorporationLimited (ACN 166 995 197) dated 12 April 2018 in connection with the proposeddemerger of OneMarket Limited (Demerger Booklet), a copy of which is includedas Annexure A to this Information Memorandum , are taken to be included in thisInformation Memorandum .

3 (a) The Important Notices of the Demerger Booklet(b) Section 1 (Matters relevant to your vote) to the extent it relates to OneMarket Limited(c) Section 2 (Frequently asked questions) to the extent it relates to OneMarket Limited(d) Section (c) (ASX Listing of OneMarket Limited), section (Effect of the Demerger) to the extent it relates to OneMarket Limited and section (Demerger Transaction Documents)(e) Section 4 ( Information on OneMarket)(f) Section 5 (Financial Information on OneMarket)(g) Section 6 (Risk factors) to the extent it relates to OneMarket Limited(h) Section 7 (Tax implications of the Demerger) to the extent it relates to OneMarket Limited(i) Section (e) (Interests of OneMarket management in acquisition agreements), section (Summary of OneMarket Constitution), section (Key terms of Donald Kingsborough s employment agreement), section (Arrangements with Unibail-Rodamco), section (12 Digit contingent consideration), section (Consents), section (Disclaimers), section (Demerger costs and fees), section (Foreign jurisdictions, section (Regulatory relief and waivers) and section (Supplementary Information );(j) Section 9 (Glossary).)

4 And King & Wood Mallesons2 Information MemorandumFor personal use only King & Wood Mallesons35436306_2(k) Annexure B (Independent Limited Assurance Report) to the extent it relates to OneMarket defined in the Demerger Booklet have the same meaning where used in this Information Memorandum (unless the context otherwise requires).3 Additional disclosureAs noted in section (b) of the Demerger Booklet, OneMarket was, and continues to be, in active discussions with a number of parties to join the OneMarket network. OneMarket has now entered into the following multi-year network participation agreements: Taubman Company LLC under which Taubman has signed up for OneMarket s Shopper Exchange product and elements of OneMarket s Shopper Intelligence and Shopper Profile products for certain venues in the United States and Puerto Rico.

5 Taubman Company LLC is an affiliate of Taubman Centers, Inc., which is headquartered in the United States and is engaged in the ownership, management and/or leasing of 27 regional, super-regional and outlet shopping centers in the and Asia. Easton Town Centre II, LLC under which Easton Town Centre II, LLC has signed up for OneMarket s Shopper Intelligence, Shopper Profile, Shopper Exchange and Live Receipts products for the Easton Town Centre shopping venue in Columbus, Ohio. Express LLC under which Express has signed up for OneMarket s Live Receipts product. Express is a specialty retailer of women s and men s apparel and accessories and is headquartered in the United States. Express currently operates more than 600 retail and factory outlet stores, located primarily in shopping malls, lifestyle centers, and street locations across the United States and Puerto network participation agreements described above are on terms broadly similar to the network participation agreement with Unibail-Rodamco/Westfield.

6 A summary of the key terms of the network participation agreement with Unibail- Rodamco/Westfield is set out in section (c) of the Demerger Booklet4 ASX listingThis Information Memorandum contains all the Information that would be required under section 710 of the Corporations Act 2001 (Cth) if the Information Memorandum were a prospectus offering for subscription the same number of OneMarket Shares as will be transferred pursuant to the Demerger and for which quotation on ASX will be will be made to ASX on or about the date of this Information Memorandum for OneMarket to be admitted to the official list of ASX and for OneMarket Shares to be granted official quotation on the securities exchange operated by ASIC nor ASX takes any responsibility for the contents of, or any statement in, this Information Memorandum .

7 The fact that ASX may admit OneMarket to the official list of ASX is not to be taken in any way as an indication of the merits of Memorandum 322 May 2018 for personal use only King & Wood Mallesons35436306_25 Capital raisingsOneMarket has not raised any capital for the three months before the date of issue of this Information Memorandum (except in connection with the internal restructure referred to in section of the Demerger Booklet) and will not need to raise any capital for three months after the date of issue of this Information Supplementary Information MemorandumOneMarket will issue a supplementary Information Memorandum (Supplementary Information Memorandum ) if it becomes aware of any of the following between the date of issue of this Information Memorandum and the date on which OneMarket s securities are quoted:(a) a material statement in this Information Memorandum is misleading or deceptive;(b) there is a material omission from this Information Memorandum ;(c) there has been a significant change affecting a matter included in this Information Memorandum .

8 Or(d) a significant new circumstance has arisen and it would have been required to be included in this Information Memorandum if it had arisen prior to the date of this Information Disclosure of DirectorsOther than as set out in the Demerger Booklet, no director or proposed director of OneMarket or an entity in which any such director or proposed director is a member or partner has at the date of this Information Memorandum , or within two years before the date of this Information Memorandum has had, any interest in the promotion of OneMarket or in any property acquired or proposed to be acquired by OneMarket and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any such director or proposed director or to any entity in which a director or proposed director is a member or partner, either to induce him or her to become, or to qualify him or her as, a director, or otherwise for services rendered by him or her or by the entity in connection with the promotion or formation of ExpertsOther than as set out in the Demerger Booklet, no expert named in the Demerger Booklet or entity in which any such expert is a member or partner has any interest in the promotion of OneMarket or in any property acquired or proposed to be acquired by OneMarket and no amounts, whether in cash or securities or otherwise.

9 Have been paid or agreed to be paid by any person to any such expert or to any entity in which any such expert is a member or partner, either to induce him or her to become, or to qualify him or her as, a director, or otherwise for services rendered by him or her or by the entity in connection with the promotion or formation of Memorandum 422 May 2018 For personal use only8 Statement from directors King & Wood Mallesons35436306_2 Each director of OneMarket believes that OneMarket has enough working capital to carry out its stated ConsentsEach of the parties named in this section as consenting parties:(a) has given and has not, before the date of this Information Memorandum , withdrawn its written consent to be named in this Information Memorandum in the form and context in which it is named;(b) has given and has not, before the date of this Information Memorandum , withdrawn its written consent to the inclusion of its respective statements and reports (where applicable) noted next to its name below, and the references to those statements and reports in the form and context in which they are included in this Information Memorandum .

10 (c) where such consenting party is an expert named in the Demerger Booklet and the Information Memorandum includes a statement claiming to be made by such expert or based on a statement made by such expert, has given and has not, before the date of this Information Memorandum , withdrawn consent to the issue of the Information Memorandum with the particular statement included in its form and context;(d) does not make, or purport to make, any statement in this Information Memorandum other than those statements referred to below in respect of that person's name (and as consented to by that person);(e) has not caused or authorised the issue of this Information Memorandum ;(f) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Information partyRelevant statement or reportShare registryComputershare Investor Services Pty LtdN/AAustralian legal adviserKing & Wood MallesonsN/AFinancial adviserNM Rothschild & Sons Limited and Rothschild Australia LimitedN/AIndependent ExpertGrant Samuel & Associates Pty LtdN/AAuditorErnst & YoungN/AInvestigating AccountantErnst & YoungT ransaction Advisory Services LimitedAnnexure B (Independent Limited Assurance Report)