results of valuation by independent expert, page-3

1. The Proposal represents a premium to Primelife’s Net Tangible Assets and a 48.3% premium to the one month VWAP calculated to 25 September, 2009;

Many REITs would be trading at a 40% plus premium to this VWAP period - unbelievable that this is the first in the list of reasons!


2. The Independent Expert, Deloitte Corporate Finance, has concluded that the Share Scheme and the terms of the Unit Scheme are fair and reasonable and that the Proposal
is in the best interests of Primelife security holders;

Also concluded that the bid is in the bottom of the range!


3. The Primelife Board believes that if the Proposal were not to proceed, Primelife would require at least $300 million of further capital to achieve the stated target gearing level of 20-25%;

So what...


4. The Independent Directors of Primelife believe the Proposal represents a compelling alternative when considered against the uncertainty and risks associated with raising at least $300 million of capital via a highly dilutive equity issue and the sale of assets in a
weak market under a tight timetable; and

Better to dilute a portion of the holding than sell out the lot.


5. The Independent Directors of Primelife unanimously recommend that the Primelife security holders approve the Proposal and vote in favour of the relevant resolutions at
the Scheme Meetings.

What a crock...