X0202 4 2007-04-20 0 0000798288 NEW PLAN EXCEL REALTY TRUST INC NXL 0001396345 Centro MCS Manager LTD 3RD FLOOR, THE GLEN SHOPPING CENTRE, 235 SPRINGVALE ROAD GLEN WAVERLEY C3 3150 AUSTRALIA 0 0 1 0 Common Stock, $.01 par value per share 2007-04-20 4 J 0 26464554 33.15 A 72065819 I See Footnote Common Stock, $.01 par value per share 2007-04-20 4 J 0 72065819 D 500 I See Footnote On April 20, 2007, Super MergerSub Inc. ("MergerSub") acquired from the Issuer an additional 52,929,108 shares of Common Stock pursuant to its exercise of the "top-up option" under the Agreement and Plan of Merger, dated as of February 27, 2007, as amended by the First Amendment thereto, dated as of April 19, 2007, and as it may be further amended or supplemented from time to time (the "Merger Agreement"), among the Issuer, Excel Realty Partners, L.P., Super IntermediateCo LLC ("Parent"), MergerSub and Super DownREIT MergerSub LLC, at a consideration per share equal to $33.15, payable in the form of (i) $.01 cash per share and (ii) a promissory note of MergerSub in the principal amount of $33.14 per share (an aggregate principal amount of $1,754,070,639). As described further in note 3, the reporting person may be deemed to have acquired indirect beneficial ownership of 50% of the shares of Common Stock acquired by MergerSub pursuant to the exercise of the top-up option. Other than as described in note 1, these shares of Common Stock represent 50% of the shares of Common Stock acquired by MergerSub pursuant to its previously announced tender offer for all of the outstanding shares of Common Stock, which tender offer expired at 12:00 midnight, New York time, on April 18, 2007. As described further in note 3, the reporting person may be deemed to have acquired indirect beneficial ownership 50% of the shares of Common Stock acquired by MergerSub pursuant to the tender offer. These shares of Common Stock are directly owned by MergerSub. MergerSub is indirectly owned 50% by Centro Retail Trust, for whom the reporting person is the responsible entity. As a result, the reporting person may be deemed to indirectly beneficially own 50% of the 144,131,638 shares of Common Stock directly owned by MergerSub. On April 20, 2007, pursuant to the Merger Agreement, MergerSub merged with and into the Issuer, with the Issuer surviving (the "Merger"), and in connection therewith, at the effective time of the Merger, (i) all of the 144,131,638 shares of Common Stock owned by MergerSub were automatically canceled and retired and ceased to exist, and no payment was made with respect thereto, and (ii) each of the 1,000 shares of outstanding common stock, $.01 par value per share, of MergerSub was converted into one share of common stock of the surviving corporation. Following the consummation of the Merger, all of the 1,000 outstanding shares of common stock of the surviving corporation are directly owned by Parent. Parent is indirectly owned 50% by Centro Retail Trust, for whom the reporting person is the responsible entity. As a result the reporting person may be deemed to indirectly beneficially own 50% of the shares of common stock of the surviving corporation directly owned by Parent. /s/ Andrew Scott 2007-04-20