Documents Regarding Queen Victoria Market Southern Development Project - EPBC 2024/09860.

LEX-83117

Document 1
OFFICIAL

1 of 8

Australian Government

Department of Climate Change, Energy,
the Environment and Water

MS25-000835

To: Minister for the Environment and Water (For Decision)

# QUEEN VICTORIA MARKET SOUTHERN DEVELOPMENT PROJECT FINAL DECISION
EPBC 2024/09860

Timing: 11 August 2025 — statutory timeframe

Recommendations:

1. Consider the recommendation report at Attachment Z.
2. Consider the responses to the invitation for comment on the proposed decision at Attachments A-R.
3. Approve the action – the controlling provision is National Heritage values of a national heritage place (sections 15B and 15C).
4. Agree to attach the conditions of approval as set out in the decision notice at Attachment S.
5. Sign the notice of your decision at Attachment S.
6. Sign the letters at Attachment U-X advising the person proposing to take the action, and other relevant parties, of your decision.

Minister:

Considered / Please discuss

Considered / Please discuss

Approved / Not approved

Approved / Not approved

Agree to attach the conditions of approval as set out in the decision notice at Attachment S.
Agreed/Not agreed

Signed / Not signed

Signed / Not signed

Comments:

Date:

Signed / Not signed
11/8/25

EPBC Ref: 2024/09860

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

Document 1

2 of 8

OFFICIAL

|  Clearing Officer: | Brendan Linton-Smith | Acting Branch Head, Environment Assessment (Vic and Tas) and Post Approvals Branch, Environment Regulation Division | s. 22(1)(a)(ii)  |
| --- | --- | --- | --- |
|  Contact Officer: | s. 22(1)(a)(ii) | Acting Director, Victoria Assessment Section, Environment Regulation Division | s. 22(1)(a)(ii)  |
|  Date Cleared: | 06/08/2025 | Date sent to MO: | 06/08/2025  |

# Key Points:

1. On 30 May 2025, you proposed to approve the Queen Victoria Market Southern Development Project, Melbourne, Victoria (EPBC 2024/09860). The project proponent is Lendlease (Queen Victoria Markets) Head Developer Pty Ltd. A copy of your decision brief is at Attachment Y.
2. On 30 May 2025 you invited comments on your proposed decision from the project proponent (Attachment AB) and the following state and Commonwealth Ministers:

The Victorian Minister for Planning (Attachment AE);
The Commonwealth Minister for Indigenous Australians (Attachment AC); and
The Commonwealth Minister for Home Affairs and Cyber Security (Attachment AD).

3. The project proponent requested a number of revisions to the proposed conditions. The department has considered the requested changes against the requirements of the EPBC Act and has made changes to the final decision notice at Attachment S.
4. The project proponent agreed to this notice on 30 July 2025.
5. An overview of the Department's assessment of the requested revisions is contained below with additional detail available at Attachment BG. Justification for all unchanged conditions remain as explained in the proposed briefing pack you signed on 30 May 2025.

# Factors relevant to your decision

6. The matters for consideration and factors to be taken into account for your final approval decision are:

a. The matters discussed in the proposed approval decision briefing package (Attachment Y-BE), including the recommendation report (Attachment Z);
b. Additional information provided by the proponent following notification of the proposed approval decision (Attachment A-P and BF); and

EPBC Ref: 2024/09860

2

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DOCUMENT 1
OFFICIAL

3 of 8

c. Additional information provided by the state following invitation to comment on your proposed decision (Attachment Q and R).

7. The following are the direct impacts to the Queen Victoria Market National Heritage Place:

a. Temporary removal of all southern and eastern facing Franklin Street Stores canopies to allow the construction of the three Towers.
b. Reinstatement of all eastern canopies and four southern-facing canopies during Franklin Street Stores restoration works.
c. The permanent removal of 14 out of 18 southern-facing canopies.

8. The following indirect impacts to the Queen Victoria Market National Heritage Place:

a. Tower 1 and Tower 2 will cantilever approximately \(3.3\mathrm{m}\) and \(4.9\mathrm{m}\) respectively into the heritage boundary of the Franklin Street Stores at a height above ground of \(19.5\mathrm{m}\) for Tower 1 (Attachment L) and \(8.5\mathrm{m}\) for Tower 2 (Attachment M).
b. Crowding and intrusion on the Franklin Street Stores associated with the physical presence of the proposed towers (all towers are over \(125\mathrm{m}\) in height with a ground floor level footprint that is immediately adjacent to the boundary of the heritage place).
c. Changes in the interpretation of the Franklin Street Stores as the proposed action will notably obscure the views of the Stores from the south, southeast and southwest directions.
d. Isolation of the Franklin Street Stores from the remainder of Queen Victoria Market due to the Stores being 'read' as part of the new development.

# Summary of revised conditions

# Condition 2

9. Condition 2 of the proposed approval decision notice was included to manage direct and indirect impacts on the Franklin Street Stores. Condition 2 was worded as follows:

2) To avoid direct and indirect impacts to the Franklin Street Stores:

a) The footprint of the towers must be at least 6 meters outside the Heritage Place boundary
b) The canopies of the Franklin Street Stores must not be permanently removed.

10. On 13 June 2025 the proponent advised the Department that the 6m setback required under condition 2a) could not be complied with due to engineering limitations and this would result in the project becoming unviable (Attachment A).

EPBC Ref: 2024/09860

3

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

Document 1

4 of 8

OFFICIAL

11. On 13 June 2025 the proponent also advised that retaining all canopies of the Franklin Street Stores in accordance with condition 2b) would result in worse heritage outcomes than the partial reinstatement that was proposed in the assessment documentation. (Attachment A).
12. The proponent has provided significant amounts of new and additional information to justify amending this condition to remove the setback requirement and to enable fourteen of the eighteen Franklin Street Store canopies to be permanently removed (Attachments J through to P and Attachment BF).
13. The new information includes structural revisions to all three towers, supporting plans, photos and artistic renderings, and advice from Heritage experts which conclude that the revised design will have an acceptable impact on National Heritage values.
14. The tower design revisions that underpin the acceptability of these changes have been inserted into the wording of Condition 2 to ensure that the outcomes expected are achieved.
15. The department has considered the information provided and concludes that the intention of Condition 2 will continue to be met if you agree to the changes requested by the proponent that are reflected in the final decision notice at Attachment S.

# Condition 3

16. Condition 3 of the proposed approval decision required the submission of a Final Tower Design Plan for assessment to ensure that the final design would not have unacceptable heritage impacts on the Queen Victoria Market as a whole.
17. The information provided to support the amendments to condition 2 included detailed architectural plans and design parameters. The proponent considers these designs are final, and as such this condition is no longer required. The Department agrees with this, and notes that Condition 2 now prescribes final design elements that were unavailable at the time of proposed decision and therefore has concluded that Condition 3 is no longer required and should be removed.

# Other Changes

18. The tracked changes document at Attachment T highlights a range of additional amendments to the approval conditions that were discussed with the proponent following your agreement to the proposed approval decision.
19. These amendments are minor in nature and relate to streamlining administration of the approval, removing duplication and improving clarity in the final condition set. The department does not consider that these changes will reduce heritage protection outcomes and supports their inclusion in the final decision notice at Attachment S.
20. The department notes that these changes will ensure greater alignment with the Victorian Government conditions issued on 20 December 2023 by Heritage Victoria under permit P36779 under the Heritage Act 2017 (Vic). The Victorian Government conditions are available at Attachment AT.

EPBC Ref: 2024/09860

4

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

Document 1
OFFICIAL

5 of 8

# Consultation

21. The proponent's response to your proposed decision has been discussed above.
22. The Victorian Minister for Planning responded to your proposed decision on 16 June 2025 (Attachment Q) seeking an integrated approach to design and planning. The response objected to the six-meter setback prescribed in proposed condition 2a).
23. Heritage Victoria (through the Victoria Minister for Planning) also responded to your proposed decision on 16 June 2025 (Attachment R) requesting minor amendments which have been reflected in the final condition set. The response noted that as a heritage permit has been issued for this development any changes required under the EPBC Act approval may require this permit to be amended.
24. The Commonwealth Minister for Indigenous Australians responded to your proposed decision on 13 June 2025 with 'no comment'.
25. The Commonwealth Minister for Home Affairs and Cyber Security did not reply to your proposed decision.

# Recommendation

26. The department is satisfied that all recommended conditions attached to the approval are necessary or convenient to protect a national heritage place (section 15B and section 15C of Part 3 of the EPBC Act) for which this approval has effect.
27. The department provided the final decision notice to the proponent on 30 July 2025. The proponent agreed to the final conditions in writing (Attachment BH).
28. After consideration of all requirements for decisions about National Heritage Places, the information set out in the Public Environment Report (PER) (Attachment AF), including the avoidance, mitigation and compensatory measures proposed by the proponent, the additional information provided by the proponent following notification of the proposed approval decision (Attachments A-P and BF) and the revised conditions contained in the approval decision notice (Attachment S) the department does not consider that the proposed action will have unacceptable impacts on the Queen Victoria Market National Heritage Place.
29. The department recommends that you approve the proposed action, subject to the conditions specified at Attachment S. The period of effect for this approval will be until 31 December 2055.

EPBC Ref: 2024/09860

5
OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

Document 1

OFFICIAL

6 of 8

# Attachments:

A Lendlease cover letter

RESPONSE TO INVITATION TO COMMENT

B Annexure 2 - Letter - Lord Mayor City of Melbourne

RESPONSE TO INVITATION TO COMMENT

C Attachment C - Annexure 3 - Letter – Scape

RESPONSE TO INVITATION TO COMMENT

D Attachment D - Advice Professor Richard Mackay AM

RESPONSE TO INVITATION TO COMMENT

E Attachment E - Marked Up Amendments_Optimized

RESPONSE TO INVITATION TO COMMENT

F Attachment F - Clean Amendments_Optimized

RESPONSE TO INVITATION TO COMMENT

G Attachment G - Explanatory table of amendments requested to Proposed

Conditions RESPONSE TO INVITATION TO COMMENT

H Attachment H - Heritage Advice from Lovell Chen

RESPONSE TO INVITATION TO COMMENT

I Attachment I - Tower 1 Alternative Design Solution - Design Context

RESPONSE TO INVITATION TO COMMENT

J Attachment J - Final Decision - Comment - From Proponent - Supplementary

Information July 11 2025

SUPPLEMENTARY INFO

K Attachment K Final Decision - Comment - From Proponent - Supplementary

Information 15 July 2025

SUPPLEMENTARY INFO

L Attachment K Final Decision - Comment - From Proponent - Supplementary

Information 15 July 2025

SUPPLEMENTARY INFO

M Attachment M - Final Decision - Comment - From Proponent - Supplementary

Information July 28 2025

SUPPLEMENTARY INFO

N Attachment N - Queen Victoria Market Southern Development 4 June meeting

O Atachment O - Queen Victoria Market Southern Development 10 July meeting

P Attachment P - Queen Victoria Market Southern Development 25 July meeting

Q Attachment Q - Victoria Department of Planning and Transport Response June

2025

R Attachment R - Heritage Victoria response

EPBC Ref: 2024/09860

6

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

Document 1
OFFICIAL

7 of 8

S Attachment S - Final Decision - Decision Notice FINAL
T Attachment T - Final Decision - Decision Notice - FINAL Track changes
U Attachment U - MS - Watt - Letterhead - Approval Holder

FOR SIGNATURE

V Attachment V - MS - Watt - Letterhead - To indigenous Australians

FOR SIGNATURE

W Attachment W - MS - Watt - Letterhead - Minister for Housing

FOR SIGNATURE

X Attachment X - MS - Watt - Letterhead - To State

FOR SIGNATURE

Y Attachment Y - Proposed Decision - Decision Brief SIGNED

Z Attachment Z - Recommendation Report

AA Attachment AA - Proposed Approval Decision - Decision Notice

NOT SIGNED – PROPOSED

AB Attachment AB - Proposed Approval Decision - Letter - To Proponent

SIGNED

AC Attachment AC - Proposed Approval Decision - Letter to McCarthy

SIGNED

AD Attachment AD - Proposed Approval Decision - Letter to Burke

SIGNED

AE Attachment AE - Proposed Approval Decision - Letter to Kilkenny SIGNED

AF Attachment AF - Final PER

AG Attachment AG - PER Guidelines and Checklist

AH Attachment AH - Tower 1 Design Principles

AI Attachment AI - Tower 2 Design Principles

AJ Attachment AJ - Tower 3 Design Principles

AK Attachment AK - Market Square Design Principles

AL Attachment AL - Franklin Street Stores Design Principles

AM Attachment AM - Construction Traffic Management Plan

AN Attachment AN - Franklin Street Stores Canopy Options

AO Attachment AO - Precinct Walkaround and Arrival Experience

AP Attachment AP - Statement of Consultation

AQ Attachment AQ - Statement of Consultation

AR Attachment AR - Conservation Management Plan

AS Attachment AS - Richard Mackay Peer Review

EPBC Ref: 2024/09860

7

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

Document 1

8 of 8

OFFICIAL

AT Attachment AT - Heritage Permit
AU Attachment AU - Residential and Commercial Floorplate Assessment
AV Attachment AV - Submissions Report
AW Attachment AW - Heritage Branch Line Advice
AX Attachment AX - Australian Heritage Council public comments - referral stage
AY Attachment AY - Australian Heritage Council public comments - assessment stage
AZ Attachment BZ - The Australian Council of National Trusts and the National Trust of Australia (Victoria) public com1
BA Attachment BA - Royal Historical Society of Victoria public comments
BB Attachment BB - Heritage Victoria - Officers Report and Recommendation
BC Attachment BC - All public comments from assessment stage NEW
BD Attachment BD - QVM Pty Ltd Annual Report 2023-24
BE Attachment BE - Environmental History Check
BF Attachment BF – Proponent comment on amended conditions 29 July 2025

BG Attachment BG - Departmental assessment condition changes.
BH Attachment BH – Proponent agreement to final conditions 30 July 2025

EPBC Ref: 2024/09860

8

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-8317

Australian Government

Department of Climate Change, Energy,
the Environment and Water

OFFICIAL
Document 2

1 of 48

# Recommendation Report

Queen Victoria Market Southern Development Project,
Melbourne, Victoria EPBC 2024/09860

EPBC ref: 2024/09860
DCCEEW.gov.au
BRIEF ATT 402 v6.2

OFFICIAL

1

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

2 of 48

# Contents

|  **Recommendation Report** | **1**  |
| --- | --- |
|  Queen Victoria Market Southern Development Project, Melbourne, Victoria EPBC 2024/09860. | 1  |
|  Recommendation | 3  |
|  Duration of approval | 3  |
|  Background | 4  |
|  Description | 4  |
|  Referral, controlling provisions, assessment approach decision and public consultation | 7  |
|  State government assessment and approval | 8  |
|  Mandatory considerations – section 136 | 9  |
|  Controlling provisions – section 136(1)(a) | 9  |
|  Impacts to the Heritage Values of the Queen Victoria Market | 12  |
|  Factors to be taken into account – section 136 | 35  |
|  Economic and social matters – section 136(1)(b) | 35  |
|  Principles of ecologically sustainable development – section 136(2)(a) | 37  |
|  Public environment report – section 136(2)(c) | 39  |
|  Relevant comments – section 136(2)(f) | 39  |
|  Other matters for decision making | 42  |
|  Person’s environmental history – section 136(4) | 42  |
|  Minister not to consider other matters – section 136(5) | 42  |
|  National Heritage places – section 137A | 42  |
|  Conditions of approval – section 134 | 45  |
|  Additional considerations for conditions | 46  |
|  Material used to prepare this report | 48  |

EPBC ref: 2024/09860
DCCEEW.gov.au

2

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

3 of 48

# Recommendation

1) That the proposed Action to build three mixed use towers and a low-rise civic building adjacent to the Queen Victoria Market (the Market), convert the carpark within the Market into public open space and restore the Franklin Street Stores in preparation for their adaptive reuse, be approved subject to the conditions specified at Attachment X to the proposed decision brief.

## Duration of approval

2) The department recommends that the approval remain valid for a period of 30 years to allow sufficient time to undertake the proposed Action.

EPBC ref: 2024/09860  
DCCEEW.gov.au

3

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

4 of 48

# Background

## Description

1. 3) The proposed action is located within and adjacent to the Market at the northern edge of Melbourne central business district (see Figure 4.1 of the PER at Attachment B to the proposed decision brief).
2. 4) [Note all further underlined references to attachments in this report are the attachments to the proposed decision brief.]
3. 5) The Market is a fresh produce market in a 7.6ha site consisting of open-air sheds, trader halls, perimeter shops and a surface-level carpark.
4. 6) Produce sold at the Market includes fresh fruit and vegetable, meat, seafood and deli goods. Traders also sell clothing, crafts, art, kitchenware, and the Market includes numerous cafés, food venues, and food vans. Cultural festivals are also held at the Market.
5. 7) The site is owned by the Melbourne City Council and managed by its wholly owned subsidiary Queen Victoria Market Pty Ltd. The Market has been continuously operating since 1878 and is renowned for its diverse, multicultural community of independent traders and is a cultural icon and major visitor attraction.
6. 8) Lendlease (Queen Victoria Markets) Pty Limited (the proponent) propose to:
   1. a) build three mixed use towers adjacent to and overlapping the southern boundary of the Queen Victoria Market national heritage place
   2. b) convert the carpark within the Market into public open space (to be known as 'Market Square')
   3. c) build a low-rise civic building (to be known as Queens Corner Building) adjacent to the eastern boundary of Queen Victoria Market national heritage place, and
   4. d) restore the Franklin Street Stores within the Market in preparation for their adaptive reuse.
7. 9) Figures 2.1. and 2.2 of the PER at Attachment B provides map showing the location and layout of the proposed action.
8. 10) The Market is a listed National Heritage Place. The proposed action area includes land within and outside of the boundary of the National Heritage Place.
9. 11) The Australian Heritage Database lists the official values of the Market under the National Heritage criteria:
   1. a) *Criterion C – Research*: The Queen Victoria Market site was previously the Old Melbourne Cemetery.

EPBC ref: 2024/09860  
DCCEEW.gov.au

4

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

5 of 48

b) Criterion D - Principal characteristics of a class of places: the Queen Victoria Market is the largest and most intact nineteenth century market in Australia, with a substantially intact array of Victorian era buildings, and continues to operate as a fresh food market.

12) The official heritage values are described in detail later in the report.

13) The project is related to other developments in the Market precinct, as described in the City of Melbourne's Queen Victoria Market Precinct Renewal Master Plan. The Proposed Action was not deemed to be part of a larger action because Lendlease is not the proponent for other elements of the master plan.

14) The project already has state approval from Heritage Victoria under the Heritage Act 2017 (Vic) permit P36779 (Attachment Q).

### Mixed use Towers

15) The three proposed towers would be located along the southern National Heritage boundary of Queen Victoria Market (Figure 2.2 of the PER at Attachment B), immediately adjacent to the Franklin Street Stores (the Stores). The towers are proposed to be built on land currently occupied by Franklin St, Franklin St Carpark and Franklin St Reserve (Figure 2.3 of the PER at Attachment B).

16) Tower 1 is the westernmost tower, Tower 3 is the easternmost tower, and Tower 2 is located in between Tower 1 and Tower 3.

17) Tower 1 and Tower 2 would be separated by a north-south walkway which is proposed to run between the towers and align with the existing road and carpark entrance between the two blocks of the Stores (Figure 5.7 of the PER at Attachment B). Another walkway which aligns with the eastern edge of the Stores is proposed to separate Tower 2 and Tower 3 (Figure 5.20 of the PER at Attachment B).

18) The intended use of Tower 1 is commercial office and retail. The proposed maximum height is 125m, and the building is proposed to step up in height from the west to the east.

19) The intended use of Tower 2 is residential. Tower 2 is articulated as two conjoined tower forms, stepping up from west to east. The maximum proposed height for the two tower forms of Tower 2 is 142m and 162m, respectively.

20) Parts of Tower 1 and Tower 2 would cantilever into the National Heritage boundary over part of the Franklin Street Stores (Figures 3.8, 3.9 and 3.10 of the PER at Attachment B). A basement under Tower 1 and Tower 2 is proposed to extend into the National Heritage boundary, but not into the bounds of the Old Melbourne Cemetery. The proposed northern edge of the Tower 1 and Tower 2 basement carpark aligns with the cantilever of Tower 1 and Tower 2.

21) The intended use of Tower 3 is student accommodation. The proposed maximum height is 183m. The northern face of Tower 3 is proposed to be cut away and feature an open colonnade form to allow views of the eastern edge of the Franklin Street Stores. Tower 3 is proposed to immediately abut the national heritage place boundary but not cantilever into it.

EPBC ref: 2024/09860
DCCEEW.gov.au

5

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

6 of 48

22) Creation of a new Laneway 'Jornung-Biik' is proposed by removing most of the Franklin Street Stores canopy to allow natural light at the interface of the Stores canopy and the northern side of Tower 1 and Tower 2, which at canopy level is proposed to be immediately adjacent to the edge of the canopies (see Figure 3 later in this report).

## Market Square

23) The existing carpark within the Market is proposed to be replaced with public open space named the 'Market Square' (Figure 2.8 of the PER at Attachment B).
24) The proposed Market Square overlays the Old Melbourne Cemetery (Figure 4.6 of the PER at Attachment B).
25) The Market Square is proposed to be landscaped and include raised berms, paving, lawn, shrubs and trees. The layout of paving and planting is proposed to draw on the historical layout of the Old Melbourne Cemetery. The design of Market Square is not fully completed and is subject to refinement under conditions 17 and 18 of the Heritage Victoria permit (Attachment Q).
26) Market Square is proposed to be delivered without the need for excavation. The asphalt layer of the carpark is proposed to be left in situ with geotextile layers, drainage cells, concrete slabs, soil, paving and plantings to be built over the top (see Figures 5.1-5.4 of the PER at Attachment B).
27) Market Square is intended to provide space for complementary and ancillary activities and events. The proponent suggested that green space, pedestrian access and events in Market Square would result in the space being occupied by people rather than vehicles, making it safer and more accessible, and thus increasing customer's engagement with the space.
28) The landscape approach is stated as being 'inspired and derived from the precolonial ecology of Wurundjeri Woi-wurrung Country' and seeks to amplify the connection between people, nature and space. A 'Healing Garden' is proposed to (potentially) be incorporated into Market Square, to deliver a space which would 'be the centre of a wider landscape of reconciliation and repair', and that would 'reconcile the history of the site with its future' (Attachment G).
29) Other design principles for Market Square (Attachment G) refer to:
a) the space as protecting and respecting those buried in the Old Melbourne Cemetery, connecting with the surrounding cityscape and bringing people together; and
b) delivering a space of trees and shade to create a living and evolving place with at least 40% canopy tree cover.

## Queens Corner Building

30) Queens Corner Building is proposed to be a 13m high building that would be situated to the west of the proposed Market Square, outside of the National Heritage boundary (see Figures 2.2 and 5.18 of the PER at Attachment B).
31) Queens Corner Building is proposed to be a low-rise community and civic building incorporating public amenities, a visitor centre, storage, and is intended to enhance the Market experience.

EPBC ref: 2024/09860
DCCEEW.gov.au

6

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

7 of 48

32) The architectural design of Queens Corner Building has not been finalised. However, the design will be guided by design principles (Table 2.2 of PER of the PER at Attachment B). The principles are for Queens Corner Building to provide a civic contribution, provide porosity and connection, provide a backdrop to Market Square, and to support the Market.

### Franklin Street Stores – Restoration and Adaptive re-use

33) The Franklin Street Stores are proposed to undergo a suite of restoration and adaptation works to prepare them as retail spaces and activate the stores and the surrounding areas which interface with the towers and Market Square. The works are summarised as follows:

a) Restoration of the Stores, including removing non-original material, replicating missing original material for the purpose of repairs and maintenance.

b) Adaptation of the Stores, including provision of services and amenities, to prepare the stores as food and beverage retailers.

c) Creation of a 'deck-like structure' from concrete planks to provide gently sloping ramps for compliant, equitable access to the Stores at the Market Square interface.

34) The Franklin Street Stores are currently used as cool-rooms, workshops, retail support and general storage for market stall holders. The proponent reports that only four of the 15 Stores are currently tenanted. Prior to the commencement of restoration and adaption works, new storage facilities for traders will be constructed (not part of the proposed action).

### Referral, controlling provisions, assessment approach decision and public consultation

35) The proposed Action was referred on 23 May 2024.

36) On 21 June 2024 the proposed Action was determined to be a controlled action, due to likely significant impacts on the National Heritage values of a National Heritage place (sections 15B and 15C).

37) The proposed Action was assessed by public environment report (PER).

38) PER guidelines were prepared by the department, and formal consultation on the guidelines was undertaken with the Australian Heritage Council and the proponent.

39) A Draft PER inviting public comment was published by the proponent on 22 November 2024.

40) Following modifications to the PER to address public comments, the proponent submitted a final PER on 31 January 2025 (Attachments B-S).

41) On 21 February 2025 the final PER was accepted by the department, and the proponent was directed to publish the final PER. The final PER was published on 24 February 2025.

42) The department's Cultural Heritage Section (within the Heritage Branch) has provided line area advice (Attachment Y), and this advice is incorporated into and referenced within this report.

EPBC ref: 2024/09860
DCCEEW.gov.au

7

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

8 of 48

43) Heritage advocacy organisations have commented on the project including the Australian Heritage Council, National Trust of Australia (Victoria), and Royal Historical Society of Victoria.

44) The Australian Heritage Council provided comment on the project during the referral stage (Attachment Z) and assessment phase (Attachment AA). The department's Cultural Heritage Section also consulted with the Australian Heritage Council in the development of their advice.

45) The department has been made aware that one Australian Heritage Council member had a conflict of interest with the project: they had provided paid advice to the proponent about the project that was included in the PER (Attachment P). To resolve this conflict of interest, the relevant Australian Heritage Council member did not contribute to the advice provided to the department.

## State government assessment and approval

46) The project has been granted a Permit (P36779) by Heritage Victoria under Section 102 of the Heritage Act 2017, subject to conditions (Attachment Q).

47) Heritage Victoria's Officer's report and Recommendation for Heritage permit application P36779 is attached to the proposed decision brief at Attachment AD (the Officer's report). The Officer's report provides the reasoning for why Heritage Victoria granted the proponent a permit with conditions for the project.

48) The Officer's report stated that Heritage Victoria's jurisdiction limited their assessment to impacts within the extent of heritage registration (the state heritage site) which has the same boundary as the National Heritage Place. As such, in assessing the impacts of the action, Victoria Heritage was unable to consider most of the impacts associated with the towers and Queens Corner Building.

49) Heritage Victoria considered that the proposed action would have both adverse and beneficial heritage impacts on the Market, discussed further in relevant sections below. Please note that while the impacts discussed in the State Heritage assessment relate to the state-listed heritage values, the state and National Heritage values of the Market are highly analogous. The State Heritage values of the Market are listed on the state government website.

EPBC ref: 2024/09860
DCCEEW.gov.au

8

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

9 of 48

# Mandatory considerations – section 136

50) s136(1) In deciding whether or not to approve the taking of an action, and what conditions to attach to an approval, the Minister must consider the following, so far as they are not inconsistent with any other requirement of Subdivision B, Division 1 of Part 9 of the Environment Protection and Biodiversity Conservation Act 1999 (EPBC Act):

a) matters relevant to any matter protected by a provision of Part 3 that the Minister has decided is a controlling provision for the action;

## Controlling provisions – section 136(1)(a)

51) The proposal was determined to be a controlled action under the following controlling provisions of the EPBC Act:

• National heritage places (sections 15B and 15C)

52) This controlling provision is discussed below.

### National heritage places (sections 15B and 15C)

#### Heritage Place general description

53) The Queen Victoria Market National Heritage Place is an area of approximately 7.6ha, on the corner of Victoria Street and Peel Street, Melbourne. The site became a National Heritage listed place on 23 July 2018.

54) The Market has heritage value as an outstanding example of an Australian metropolitan food market established in the nineteenth century and is of national significance for its research potential as the site of the Old Melbourne Cemetery.

55) The Market contains a substantially intact array of Victorian era buildings and structures, which is unique in its demonstration of all building typologies of a market from this period.

56) Together with its continued functioning as a modern-day marketplace with a particular emphasis on produce, the layout and integrity of these features are significant aspects of the Market which strengthen its historic value.

57) Operating for almost 140 years, the Market has borne witness to the huge changes in food science, technology, transport and communications that have revolutionised the production, distribution and retailing of food. While evidence of these changes can be seen in modern market day practices, the Queen Victoria Market still retains many of its original attributes, liveliness and character.

58) The Queen Victoria Market contributed to the wealth of the early colony, provided opportunities for newly arrived immigrants, as well as introducing the colony to new varieties and cultural diversity of foods.

EPBC ref: 2024/09860
DCCEEW.gov.au

9

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

10 of 48

59) Prior to its operation as a market, part of the land on which the Upper Market now lies was the Old Melbourne Cemetery. The Old Melbourne cemetery was formally gazetted in 1839 and an estimated 6500 burials remain at the site. As the chief public cemetery in Melbourne at the time, it is believed to contain the remains of most people who died in the first eighteen years of the Port Phillip settlement.

60) Old Melbourne cemetery is the pre-eminent example of such a site in Australia, due to its relatively undisturbed archaeological remains and relative prevalence of complementary documentary evidence. As the Cemetery was multi-denominational and reflected the cross section of society, it has outstanding heritage value to the nation because it could yield further information on the diet and lifestyle of Colonial settlements at that time through the estimated 6,500 burials still remaining at the site and associated records.

# National Heritage values

61) The heritage values from the Australian Heritage Database for the Market are at https://www.environment.gov.au/cgi-bin/ahdb/search.pl?mode=place_detail;place_id=106277 and are summarised below.

# Criterion C Research

62) The Queen Victoria Market is of national significance for its research potential as the site of the Old Melbourne Cemetery. As an early multi-denominational colonial and Aboriginal cemetery which represents the founding population of a major state capital, it offers rare potential for study into matters such as the diet, lifestyle, wealth, pathology and burial customs of the full cross-section of early Melbourne society.

63) The anticipated number of burials that remain at the site make it the largest single example of an early nineteenth century colonial cemetery in Australia, and in particular, one that contains a population not founded as a convict settlement. Although the site has been disturbed and a number of burials exhumed over time, numerous investigations have demonstrated that the level of disturbance is less than at comparable sites. The relative prevalence of complementary documentary evidence makes the Market the pre-eminent example of such a site in Australia.

64) Features expressing this value include, but are not limited to, the relatively undisturbed sub-surface remains within the footprint of the former Old Melbourne Cemetery, the results of earlier archaeological investigations and the existing burial records, particularly those held at St James Old Cathedral. The memorial to John Batman and the remaining section of the 1878 cemetery wall are significant as the only remaining above ground evidence of the Cemetery.

# Criterion D Principal characteristics of a class of places

65) Allocated as a market site since 1859 and formally opened as the Queen Victoria Market in 1878, the Market demonstrates the importance of fresh produce markets to colonial settlements as a primary means of acquiring food at the time. It represents the important role fresh produce markets have played in the development of Australia.

66) Despite evidence of change and modernisation, the Market still retains much of its original nineteenth century character. Its continued functioning as a modern-day marketplace with a particular emphasis on produce strengthens its historic value.

EPBC ref: 2024/09860
DCCEEW.gov.au

10

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

11 of 48

67) The Market is the largest and most intact nineteenth century market in Australia. It contains a substantially intact array of Victorian era buildings and structures and is the only nineteenth century market to display all (four) of the building typologies of a market of this time: open sheds, enclosed market halls, warehouses, and perimeter shops.

68) Relevant features expressing the characteristics of a class of places for the Market include:

a) the Franklin Street Stores, including:

i) illustrating the utilitarian aspect of market buildings as well as the wholesale function of the Market in the early twentieth century;

ii) the uniformity the stores, including the alignment in a row pattern, consistency of features, orientation and original features such as shopfronts and verandahs; and

iii) displaying the warehouse typology of a nineteenth century market.

b) intangible and experiential qualities of the Market, that all contribute to the authenticity and readability of the site as a marketplace with its origins in the nineteenth century which include:

i) distinctive character;

ii) open setting;

iii) cultural variety;

iv) liveliness; and

v) traditional interactions between customers and traders.

c) the Market's continued operation as a produce market in its original location.

69) Advice received by the Cultural Heritage Section advice (Attachment Y) states that these heritage values continue to be demonstrated through the intactness and legibility of the layout and extant building typologies representative of a market from this historic period, as well as the experiential qualities of the Market which includes its open setting.

Released by DCCEEW under FOI Act 1982

EPBC ref: 2024/09860
DCCEEW.gov.au

11

LEX-83117

OFFICIAL
Document 2

12 of 48

## Impacts to the Heritage Values of the Queen Victoria Market

70) The proposed action will have adverse and beneficial impacts to the Heritage values of the Market. These impacts are discussed below in four sections, relating to the following:

a) Construction of the Towers;
b) Market Square;
c) Queens Corner Building; and
d) Restoration and Adaptive re-use of Franklin Street Stores.

### Construction of the Towers

71) The proposed tower location is directly adjacent to the Stores, and both Tower 1 and Tower 2 are proposed to cantilever over the National Heritage (NH) boundary (see Figure 1 below). This proximity to the Franklin Street Stores necessitates temporary and permanent modifications to the Franklin Street Stores.

Proposed Franklin Street Stores (FSS) Interfaces - Consistent with Heritage Victoria Permit P36779

![img-0.jpeg](img-0.jpeg)

Figure 1. Proposed Tower location map showing cantilever into the Queen Victoria Market national heritage place. The green dotted line indicates the National Heritage boundary. Dark pink polygons indicate the portions of Tower 1 and Tower 2 which are proposed to cantilever into the National Heritage boundary. Taken from Figure 3.8 (on page 58) of the PER at Attachment B.

EPBC ref: 2024/09860
DCCEEW.gov.au

12

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

13 of 48

# **Direct Impacts**

72) Due to the proposed location of Tower 1 and Tower 2, the Franklin Street Store canopies are proposed to be directly impacted through removal of canopies of the Franklin Street Stores.

73) The proposed action would temporarily and permanently remove fabric of a National Heritage place. 'Fabric' means physical material including structural elements and other components, fixtures fittings contents and items with historic value.

74) The proposal is to:

a) Temporarily remove all southern and eastern facing sections of the Franklin Street Stores' canopy (also referred to as 'verandahs') to allow the construction of the three towers (see Figure 1 above).

b) Reinstate all eastern canopies, and two small sections of the southern-facing canopy as part of the restorative Stores works (two bays on the western end and one bay on the eastern end).

c) Permanently remove 15 of the Stores' 18 southern-facing canopies (see Figure 2 below).

![img-1.jpeg](img-1.jpeg)

Figure 2. Franklin Street Stores with proposed canopy removal. The development would result in 15 out of 18 southern-facing Stores having their associated canopy permanently removed.

75) The permanent canopy removal is proposed to create a new laneway called the 'Jornung-Biik' laneway (see Figure 3 below). The area would be public space, that the proponent believes would support the long-term adaption of the Stores to new uses as part of the project.

76) The proponent argues the high-level amenity and facilitating of public engagement with the Stores would not be achievable if the canopies were retained in full (as in Figure 4 below). They argue that the laneway would suffer from lack of natural light and obscure the character of the Stores.

EPBC ref: 2024/09860
DCCEEW.gov.au

13

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

14 of 48

![img-2.jpeg](img-2.jpeg)

Figure 3. Visualisation of the proposed Jornung-Biik laneway, with maximal canopy removal. Depicted looking west from beneath Tower 2, the Franklin Street Stores are depicted without canopies and post restoration and adaptive reuse.

![img-3.jpeg](img-3.jpeg)

Figure 4. Visualisation of the proposed Jornung-Biik laneway, with full canopy retention and reinstatement. Depicted looking west from beneath Tower 2.

77) Heritage values negatively impacted by the direct impacts to the Franklin Street Stores include:

EPBC ref: 2024/09860
DCCEEW.gov.au

14

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

15 of 48

a) The Market being the most intact nineteenth century market in Australia with a substantially intact array of Victorian era buildings and structures.

b) The Market being the only nineteenth century market to display all (four) of the building typologies of a market of this time: open sheds, enclosed market halls, warehouses, and perimeter shops.

a) Retention of the Market's original nineteenth century character, and the authenticity and readability of the site as a marketplace with its origins in the nineteenth century.

b) The uniformity the stores, including the alignment in a row pattern, and consistency of features.

78) The canopy is a significant contributory attribute of the Franklin Street Stores. Their contribution is directly linked to the fact they are part of the original features. Permanent removal of most of the southern-facing canopies constitutes a removal of the fabric of the heritage place, resulting in a permanent reduction in the intactness of the Victorian era buildings and structures of the Market.

79) The Stores demonstrate one of four building typologies of a nineteenth century market: warehouses. The removal of most of the canopies detracts from the warehouses and alters their form so that they will look substantially different. The presence of these four typologies is important but so is the layout of market buildings in relation to each other. As such, their contribution to the Market's heritage values depend on their recognition as individual heritage elements and their integration into the place as a whole.

80) Permanent removal of most of the southern-facing canopies constitutes a removal of the fabric of the heritage place, that is inconsistent with the retention of the Market's original nineteenth century character, and the authenticity and readability of the site as a marketplace with its origins in the nineteenth century.

81) The canopy also accentuates the uniformity of alignment, the row pattern and consistency of features. Removal of most (but not all) of the southern-facing canopies remove the row pattern and create inconsistency of design of the Stores.

82) The proponent acknowledges on page 113 of the PER (Attachment B) that 'the permanent removal of a large part of the southern canopy would impact' the National Heritage Value Criterion D, further stating, 'there would be an adverse impact on the intactness and presentation of the Stores arising from the permanent change.' However, they conclude that this impact would be limited, localised, reversible and minor. The proponent considers the extent of remaining canopy as sufficient evidence to interpret and appreciate the original built form.

83) Prof Richard Mackay (a member of the Australian Heritage Council) in a review of the proposal commissioned by the proponent stated that 'minor impact on National Heritage values ascribed under criterion (d) arising from proposed removal of some sections of canopy of the Franklin Street Stores' (Attachment P).

EPBC ref: 2024/09860
DCCEEW.gov.au

15

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

16 of 48

84) The department does not agree with the conclusions drawn in the above 2 paragraphs:

a) The impacts are not limited, localised and minor, they involve removing 15 out of 18 south-facing canopies from the stores. The department considers this a substantial removal of the fabric of a heritage place.

b) The extent of remaining southern-facing canopies of the Store (three of 18) would not provide sufficient evidence to interpret and appreciate the original built form of the canopies, considering that the key heritage values related to the visual look of the stores relates to their alignment in a row pattern, and consistency of their features.

c) The removal of canopies is only reversible for 3 canopies which are proposed to be removed temporarily then re-installed. The other 15 will be removed permanently.

85) The department's Cultural Heritage Section advised that the impact of the Stores canopy removal is a 'major, adverse impact as it is inconsistent with Criterion D' - the *Principal characteristics of a class of place*.

86) Views from other heritage experts include:

a) the Australian Heritage Council states that the impact to the Stores will be 'adverse' and will 'alter their distinctive character' (Attachments Z and AA);

b) the Australian Council of National Trusts and the National Trust of Australia (Victoria) describes the impact as 'unacceptable' (Attachment AB);

c) the Royal Historical Society of Victoria stated they 'submit in the strongest possible terms', that the outcome is 'unacceptable' (Attachment AC); and

d) The Heritage Victoria Officer's report describes the removal of the Stores canopies as 'a poor heritage outcome', despite Heritage Victoria approving it in permit P36779 (Attachment AD).

# Indirect Impacts

87) The Towers' physical presence would have indirect impacts through crowding and intrusion into the southern boundary of the Market. The towers are all over 100m in height with a ground floor level footprint that is immediately adjacent to the boundary of the Heritage place and Tower 1 and Tower 2 both cantilevering approximately 5.9 m into the heritage place (over the Stores).

88) Currently the alignment, consistency of features, orientation and canopies of the Stores can be interpreted from the south, southeast and southwest. The proposed action will notably obscure the views of the Stores from these directions. Some views of the southern side of the Stores from the west will still be retained, but it will not be possible to view all of the southern side of the Stores from any location (such as the current view shown in Figure 5 below).

EPBC ref: 2024/09860
DCCEEW.gov.au

16

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

17 of 48

![img-4.jpeg](img-4.jpeg)

Figure 5. Southeastern facing view of Franklin Street Stores. The vantage point illustrates the layout of market buildings and significant contributory attributes of the Stores. This view would be entirely obscured by the proposed tower configuration.

89) Visualisations provided by the proponent illustrate the effect Tower 1 and Tower 2 would have on the Stores and southern part of the Market (see Figure 6 and 7 below, as well as figures throughout Attachment K).

EPBC ref: 2024/09860  
DCCEEW.gov.au

17

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

18 of 48

![img-5.jpeg](img-5.jpeg)

Figure 6. Visualisation of proposed development. Tower 1 in foreground is seen to cantilever the Stores and restrict views to Franklin Street Store façade. Tower 3 is visible in the midground behind the Stores.

90) The Market is currently buffered from the large-scale city towers that exist to the south and east by roads along all borders of the site. The physical presence of the proposed towers would block lines of sight to elements of the Market, reduce the openness of the setting of the southern end of the Market, and obscure the connection between the Stores and the rest of the Market.

91) The Market is the only market to display all of the building typologies (including stores) of a market of the nineteenth century. The Australian Heritage Database states (in relation to the stores) that 'their uniformity of alignment in row pattern, consistency of features, orientation and original features such as shopfronts and verandahs, are all significant contributory attributes.'

92) This current spatial buffer to large city buildings contributes to the open character of the Market, a listed value of the Market. The location and proximity of the proposed towers would likely have an impact on the distinctive character and open setting of the Market by removing the boundary buffer to the south of the Market, currently provided by Franklin St, Franklin St Carpark and Franklin St Reserve.

EPBC ref: 2024/09860
DCCEEW.gov.au

18

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

19 of 48

93) The tight framing of the Stores by the towers, especially by Tower 2 and Tower 3 around the eastern corner of the Stores will reduce the openness of the setting of the Market (see Figure 5.8 of the PER at Attachment B).

94) When looking south from within the Market towards the Stores, the proximity, scale and cantilever of the proposed towers may have the effect of absorbing the Stores such that the northerly facing façade of the Stores may appear as part of the new development (see Figures 5.16, 5.17 and 5.21 of the PER at Attachment B and Figure 7 below).

![img-6.jpeg](img-6.jpeg)

Figure 7. Visualisation of proposed development. Cantilever and proximity of the towers have the effect of absorbing the Stores. Market Square contributes to the disconnect of the Stores by obscuring visibility and shifting the focal length of the viewer, reducing the discernability of separation between the Stores and towers.

95) Heritage values negatively affected by indirect impacts relate to Criterion D: Principal characteristics of a class of places and include:

a) retention of the Market's original nineteenth century character;

b) the authenticity and readability of the site as a marketplace with its origins in the nineteenth century; and

c) intangible and experiential qualities of the Market, including the distinctive character and open setting.

96) Prof Richard Mackay (a member of the Australian Heritage Council) in a review of the proposal commissioned by the proponent stated that 'The proposed action would change the setting of the Queen Victoria Market in views to the south, but would maintain its distinctive character, and would therefore not substantively impact on the National Heritage values of the Queen Victoria Market National Heritage place' (Attachment P).

97) However, the department's Heritage Branch and other heritage experts disagree:

EPBC ref: 2024/09860
DCCEEW.gov.au

19

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

20 of 48

a) The Cultural Heritage Section advised that Tower 1, Tower 2 and Tower 3 are 'visually dominating to [the Market] which is likely to have a major, adverse impact on the ...legibility of the [Market] and in particular the Stores and their contribution to [the Market] as a place that includes all building typologies typical of a metropolitan market from this period' (Attachment Y).

b) The Australian Heritage Council noted that the Market 'has always had a street frontage, so a public face is intrinsic to [the Market's] legibility within the city' and considers the 'cantilever of the tower(s) over these buildings, the resolution between the existing and new structures... will alter their distinctive character' (Attachment Z-AA).

c) The Australian Council of National Trusts, and the National Trust of Australia (Victoria) noted that encroachment and cantilever of Tower 1 and Tower 2 over the Franklin Street Stores, prevents the appreciation of these structures in their own right and the understanding, and interpretation of the Franklin Street Stores as part of the Market (Attachment AB).

98) Heritage Victoria noted that the construction of the towers would 'dwarf the single storey Stores' resulting in views from the north that would ...'read as a low height podium to the towers' and, 'views from the south would be extremely limited...' and the towers would '...have a substantial impact on the cultural heritage significance' of the Market.

# Mitigation and beneficial impacts

99) The proponent considered multiple alternatives to permanently removing the canopies of the Stores (see Figures 3.2 - 3.6 of the PER at Attachment B). Further discussion and images of the alternative canopy retention options are provided by the proponent at Attachment J. These options included:

a) The proponent's preferred option of removing 15 canopies (Figure 3.2 of the PER at Attachment B).

b) Reinstatement of all canopies after temporary removal (Figure 3.3 of the PER at Attachment B). This option was not selected by the proponent because the Jornung-Biik laneway would lack natural light, would severely limit visibility of the Stores features above the canopy line.

c) Various other designs which would reinstate the canopy and replace the corrugated steel roof with new transparent materials that allow light to pass through into the proposed Jornung-Biik laneway (Figures 3.4 - 3.6 of the PER at Attachment B). These options were not selected as the proponent considered structural framing and new roofing elements would create visual clutter and undermine the legibility of the Stores features above the canopy line.

100) The PER did not consider any other option for tower locations, reducing the scale of the towers or removing the cantilevers of Tower 1 and Tower 2.

101) The proponent has attempted to mitigate the impacts discussed above through refinements to the design (see Section 5.3 of the PER at Attachment B). These refinements are:

EPBC ref: 2024/09860
DCCEEW.gov.au

20

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

21 of 48

- a) Tower 1 is proposed to be setback at the western end to allow some views to the southern faces of the Stores (see Figure 6 above). This can also be seen at Figure 5.9 and 5.10 of the PER at Attachment B.
- b) Intersections between towers are set up on the key axes of the Stores and the Market, and pedestrian thoroughfares between the towers align to existing edges of the Stores (see Figure 5.7 of the PER at Attachment B).
- c) Tower 3's proposed podium is held back at its northern end, and colonnade forms and glazing allow views through to the eastern end of the Stores (see pages 10-11 of Attachment K).102) While the setbacks at the corners of Tower 1 and Tower 2 would obscure some southern views of the Stores, a broad view from the south towards the Stores is still lost, and so the uniformity of the Stores (including the alignment in a row pattern, consistency of features) will be almost completely obscured.103) Page 116 of the PER (Attachment B) states that an 'understanding of... the Stores as part of [the Market] will be enhanced through the implementation of site interpretation.' Note that site interpretation is a term for taking actions to communicate and reveal the significance of a heritage place or item to an audience, enriching people's understanding and appreciation of the historic environment.104) The proponent considers the delivery of the new laneway is a compensatory measure for the canopy removal, based on an argument that the Stores currently provide little incentive for close public engagement. They suggest that the construction of the towers would increase pedestrian use of the area, and the adaptive reuse of the Stores into retail space and the 'provision of public realm' space (the Jornung-Biik laneway) would further incentivise public engagement with the Stores.105) The department acknowledges that the proposed action will provide greater incentive for public engagement with the Stores. The department considers the increased exposure to the Stores could have some positive outcomes for National Heritage by exposing more people to heritage interpretation, and increasing the ability to appreciate the heritage values associated with the Stores.106) However, the department notes that the Stores are already formally recognised as a significant National Heritage component of the Market as they currently exist and function. Their contribution does not require increased public engagement for this contribution to continue.107) The department considers these mitigation measures do not adequately reduce the indirect impacts to the heritage values of the Market discussed above. No amount of 'interpretation' can compensate for the unacceptable removal of the fabric of a heritage place and other unacceptable indirect impacts to heritage values.

EPBC ref: 2024/09860^{}[] DCCEEW.gov.au

21

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

22 of 48

108) The towers will likely result in indirect beneficial impacts to the heritage values of the Market through the generation of money from the sale of residential and office space, some of which is proposed to be used to fund market upgrades and infrastructure aimed at improving the long-term viability of the Market. This could have long term benefits to the heritage values of the Market.

# Conclusion about impacts from the Construction of the Towers

109) In the PER, the proponent argues that the approval by the Victorian Government is evidence to support that the impacts of the action are acceptable. However, in the state's assessment report, the reporting officer states a view that the proposal will have a negative overall outcome for the heritage of the Market. The report concluded that: 'It is the view of the reporting officer that the community and public benefits do not outweigh the negative impact of the scale and bulk of Towers One, Two and Three rising above and directly abutting the Franklin Street Stores' (page 53 of Attachment AD).

110) Considering the above information and discussions, the department considers that construction of the towers as proposed by the proponent (considering avoidance, mitigation and beneficial impacts) is a major adverse impact to the National Heritage Values of the Market, and constitutes an action which is inconsistent with those values.

111) The department's Cultural Heritage Section advised that:

a) the impact of the Stores canopy removal is a 'major, adverse impact as it is inconsistent with Criterion D' - the Principal characteristics of a class of place; and

b) 'the proposed interpretive reference to the canopy as a mitigation measure is not considered a suitable outcome for the loss of fabric in this instance.'

112) The department considers these impacts are not inevitable and could be avoided by changing the footprint and design of the towers. As such, the department considers it necessary to apply restrictive conditions to the footprint and design of the towers in order for impacts of the Action on the heritage values of the Market to be acceptable.

113) The department does not consider the alternative canopy options proposed by the proponent as suitable because the replacement of the canopies with the proposed transparent materials is not consistent with the National Heritage values. The lack of natural light and visual clutter that would be present in Jornung-Biik laneway if the canopies were retained in full is a problem created by the design of the Tower 1 and Tower 2 being too close to the National Heritage Place.

114) The department considers the only suitable solution is to set back the towers from the Stores, which eliminates the need to permanently remove the canopies. Setting the buildings back as per the conditions also leaves more space for construction and so removes the need for canopies to be temporarily removed to protect them during tower construction.

EPBC ref: 2024/09860
DCCEEW.gov.au

22

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

23 of 48

Released by DCCEEW under FOI Act 1982

115) The Australian Heritage Council advised the department's Heritage Branch that a minimum setback of 6m between the towers and the Market boundary is required to ensure the Stores maintain legibility as a component of the Market. This 6m setback would be commensurate with a typical Melbourne lane, and provide enough space between the Stores and the towers to allow a clear sky view.

116) The department considers the tower footprint must be setback at least 6m for the following reasons:

a) This setback would mean that the Store canopies would not require any temporary or permanent alteration, eliminating all direct impacts from tower construction to the heritage values of the Market.

b) Such as setback would mean that the towers could not cantilever into the National Heritage boundary. This footprint would provide adequate spatial separation between the Stores and the towers to reduce the indirect impacts to the Heritage values of the Franklin Street Stores discussed above to an acceptable level.

117) The department considers that conditions are required to reduce and mitigate the impacts of the towers on the heritage values of the Market discussed above, including:

a) A condition requiring the towers to be set back no less than 6m from the boundary of the National Heritage Place boundary.

b) A final tower design plan which will allow the department to ensure that the final design minimises impacts to the heritage values of the Market discussed in this section, including:

i) Demonstration that the towers have been designed to minimise obscuring views of the Franklin Street Stores.

ii) Details of the architectural design of the towers and the visual amenity impacts of the proposed design on the heritage values of the Market.

c) The proposed conditions requiring Tower setback would have the effect of reducing the overall width of Tower 1 and Tower 2 by 11.9m as a result of:

i) reducing the width of Tower 1 and Tower 2 at the ground level footprint by six horizontal meters and

ii) eliminating the entire cantilevering section of Tower 1 and Tower 2, which were proposed to cantilever approximately 5.9m into the National Heritage boundary.

118) Tower 1 is non-rectangular and as proposed, would vary between 23.1m and approximately 52m in width. The maximum cantilever of Tower 1 coincides with the section of the building which is 23.1m in width. The widest part of Tower 1 has minimal to zero cantilever. Therefore, the setback and removal of cantilever would reduce Tower 1's width to approximately 12.2m at its narrowest point and 46m at its widest point.

EPBC ref: 2024/09860
DCCEEW.gov.au

23

LEX-83117

OFFICIAL
Document 2

24 of 48

Released by DCCEEW under FOI Act 1982

119) The maximum width of Tower 2 is stated as 23.1m. The majority of Tower 2 cantilevers 5.9m into the National Heritage boundary. Therefore, the setback and removal of cantilever would reduce Tower 2's width to 12.2m.

120) The department is unsure if a redesign could include removal of the west-bound section of Franklin Street, allowing the building footprints to be shifted south and therefore allow a wider design than described above (see page 6 of the Traffic management plan at Attachment I for a map showing the two sections of Franklin Street).

121) Tower 3 does not cantilever, therefore the proposed conditions would narrow the building by 6m in the north-eastern corner of the proposed building footprint.

122) The effect that the department's proposed conditions will have on the viability of the project is discussed later in this report in the section on economic and social matters.

## Market Square

123) The Market Square component of the proposed action requires the replacement of the existing ground level carpark within the National Heritage boundary of the Market. The carpark would be converted into a public open space, composed of berms, paving, lawn, shrubs and trees. See Figure 7 above and Attachment K for visualisations of the Market Square.

### Direct Impacts

124) Heritage values that could potentially be negatively affected by the Market Square relate to Criterion C Research, including:

a) reducing research value

b) disturbing sub-surface remains

c) impacting above-ground remnants of the cemetery.

125) The referral described Market Square as requiring excavation of the asphalt layer of the carpark and that the space would contain planted trees. This raised the potential issue of incursion of tree roots into archaeological remains associated with the burials of the Old Melbourne Cemetery. The department considered this to be an adverse heritage impact, noting the relatively undisturbed condition of burials is an important element of its National Heritage value.

126) The proposed action has been amended since referral, such that most direct impacts to Market Square would be avoided by the proposed action in its current form. As discussed on pages 100-103 of the PER at Attachment B), the proponent has changed the approach to be used for constructing Market Square. They proposed to raise the soil profile for leveling the site, and lay infrastructure over the existing asphalt surface of the carpark. They also propose to isolate trees from the burial zone by planting in self-contained garden beds.

EPBC ref: 2024/09860
DCCEEW.gov.au

24

LEX-83117

OFFICIAL
Document 2

25 of 48

127) As such, the proposed action would not require any excavation to deliver Market Square and the asphalt layer will remain in place. This revised design therefore avoids impacts associated with excavation and tree root incursion and ensures that sub-surface conditions should remain suitable for the preservation of burial remains (see Table 5.1 of the PER at Attachment B).

128) The ability for researchers to study the cemetery in the future is unlikely to be affected. Most research on sub-surface remains are now done by remote means. In regard to potential future excavation, the proponent states that 'All additional layers of fabric to be built up from the existing asphalt (for temporary construction works, landscaped and paved areas, including all tree planting, and pathways) could be partly or wholly removed with no subsurface disturbance if required in the future'.

129) No works or modifications to the remaining above-ground elements of the cemetery (the remaining section of the 1878 cemetery wall and the memorial to John Batman) are proposed.

Indirect Impacts

130) Indirect impacts of Market Square include changing the character of the Market and obscuring views of market buildings.

131) Heritage values that could potentially be negatively affected by the Market Square relate to Criterion D: Principal characteristics of a class of places and including:

a) the Market's continued operation as a produce market in its original location

b) the authenticity and readability of the site as a marketplace with its origins in the nineteenth century

c) intangible and experiential qualities of the Market, including the distinctive character and open setting.

132) Market Square has the potential to exacerbate alienation of the Stores from the Market. The customer usage of the carpark, and forklift activity between the Market stalls and storage areas of the Stores, functionally connects the Stores to the rest of the Market. The functionality of the carpark, though not essential or of explicit heritage value, extends the Market experience through the carpark to the Stores. Market Square would sever this functional link. The loss of these two linkages diminishes connectivity between the Stores and the rest of the Market.

133) Market Square has the potential to impact on the Market's distinctive character, especially the open setting of the Market. Design principles of Market Square include a minimum 40% canopy tree coverage and the provision of grassed areas that will be designed as 'spaces of enclosure'.

134) The Cultural Heritage Section considers that the open space of Market Square may contribute to the isolation of the Stores.

135) Heritage organisations raised concerns about the risk of Market Square alienating the Stores.

a) The Australian Heritage Council stated that 'the size, split levels and placement of urban landscape elements proposed for the new Market Square may result in a substantial separation...'.

EPBC ref: 2024/09860
DCCEEW.gov.au

25

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

26 of 48

b) Heritage Victoria states, the raised berms would '...introduce a raised ground level and trees have the potential to further obscure views between the two sections' of the Market.

c) The Royal Historical Society of Victoria state Market Square would '...significantly impair if not prevent altogether [the Market's] being read as a whole. It will isolate the Franklin Street stores and give the impression that [the Market] ends at a leafy square.'

136) The proposed action has the potential to negatively impact the continued operation of the Market by removing the existing carpark which contains 720 car spaces. The carpark is utilised by customers and traders. The loss of the carpark was a frequently cited reason for public opposition to the proposal in public comments.

# Mitigation and beneficial impacts

137) The proponent argues on page 90 of the PER (Attachment B) that the current connection between the Stores and the rest of the Market is already weak. They argue that the visual connection to the Stores is already partly obscured when the carpark is full, and 'other than for vehicle access points in and out of the main car park, there is little market-related activity' at the southern edge of the Market.

138) The proponent considers that the design of Market Square would reinforce connectivity of the Stores and the Market. They state 'visually, the design for Market Square prioritises the framing and maintenance of key views and incorporates clear lines of sight at-grade looking across Market Square in both directions' (see page 130 of the PER at Attachment B).

139) The PER (pages 130-131 at Attachment B) describes how the design of Market Square avoids and mitigates impacts to the connectivity of the Stores from the rest of the Market:

a) The removal of cars from the space would increase accessibility and safety, facilitating greater pedestrian engagement.

b) The interface between the Stores and Market Square would 'open onto and engage with the new public space will support the ongoing engagement of the Stores.'

c) Market Square will have a north-south path ('centreway') which extends through the Stores and between Tower 1 and Tower 2. The centreway also connects and extends into the main market shed area.

140) Some beneficial impacts of Market Square on heritage values are likely. Market Square will provide public green space and through the implementation of an interpretation plan, acknowledge the past and expose people to the site's former history as the Old Melbourne Cemetery. This will improve recognition of the site's former use as a cemetery.

141) To mitigate potential impacts to the continued operation as a produce market associated with changes to customer and trader parking:

a) The basement carpark beneath Tower 1 and Tower 2 is proposed to deliver 200 spaces and 20 dedicated market trader spaces. The carpark and trader spaces are adequately designed to accommodate trader van dimensions.

EPBC ref: 2024/09860
DCCEEW.gov.au

26

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

27 of 48

b) As part of the Queen Victoria Market Precinct Renewal Plan, the Munro development located on Queen Street (directly across the road from the Market) has already delivered 506 parking spaces. Under the Queen Victoria Market Precinct Renewal Plan, which includes the proposed action, there would be no net loss of car spaces at any time (new space creation will outpace parking space removal).

c) The proponent would leave 200 car spaces of the current the Market carpark publicly accessible until the proposed action delivers 200 new underground parking spaces in the basements of Tower 1 and Tower 2.

# Conclusions about impacts of Market Square

142) The Cultural Heritage Section advice stated that, 'There is no longer potential to damage or substantially disturb archaeological deposits. It is unlikely that the new proposed Market Square design will have an adverse impact or will substantially disturb archaeological deposits relating to the Old Melbourne Cemetery.'

143) Australian Heritage Council states the revision makes Market Square 'now acceptable in relation to the potential impacts on the cemetery.'

144) The department considers direct impacts to Criterion C – Research have been avoided and will be impacted by the proposed action. The department considers the conversion of the carpark into Market Square, a public open space which recognises the site's former use as Old Melbourne Cemetery, is an appropriate and respectful use of the site.

145) The department considers impacts to National Heritage value Criterion C from the Market Square are acceptable, provided that the action is taken in manner consistent with the PER including no excavation into, and preventing root instruction into, the former Old Melbourne Cemetery site.

146) The department acknowledges that Market Square has the potential to increase connectivity between the Stores and the rest of the Market, if appropriate wayfinding signage and site interpretation measures are implemented, which mitigates and compensates for the loss of connectivity discussed above.

147) Nevertheless, conditions are proposed to manage risks involved with the potential negative impacts of Market Square, including:

a) A requirement for the proponent to submit a Heritage Protection Plan which includes Market Square's final design including landscaping and an explanation of how the design maintains the open character of the Market and avoids obscuring important views and creates connectivity between the Franklin Street Stores and the rest of the Market.

b) Providing access to 200 car spaces in the existing carpark until the equivalent volume of spaces is delivered by the proposed action.

EPBC ref: 2024/09860
DCCEEW.gov.au

27

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

28 of 48

c) A requirement for the proponent to submit a Heritage Interpretation Plan which includes signage and wayfinding in Market Square to increase connectivity between the Stores and the rest of the Market, storytelling to foster understanding and appreciation of the site, and preservation and improvement of intangible and experiential qualities of the Market.

## Queens Corner Building

148) The proposed Queens Corner Building sits outside and immediately adjacent to the boundary of the Market National Heritage Place (see Figure 8 below). The proponent has stated that the height of Queens Corner Building is limited to 13m due to planning controls under the Melbourne Planning Scheme.

![img-7.jpeg](img-7.jpeg)

Figure 8. Aerial view of proposed Market Square and showing the location of Queens Corner Building.

149) Heritage values that could potentially be negatively affected by the Queens Corner Building relate to Criterion D: Principal characteristics of a class of places and including:

a) retention of the Market's original nineteenth century character
b) the authenticity and readability of the site as a marketplace with its origins in the nineteenth century
c) intangible and experiential qualities of the Market, including the distinctive character and open setting.

150) The Queens Corner Building could potentially impact the heritage values of the Market though its size and presence, reducing the openness of the setting of the Market.

EPBC ref: 2024/09860
DCCEEW.gov.au

28

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

29 of 48

151) While the proposed building is adjacent to the boundary of the National Heritage place, it is proposed to be only 13m in height, with a footprint of approximately 0.14ha (approximately 20m by 70m). The department considers that a building of that height and breadth is of similar proportion to the existing buildings within the Market and so is unlikely to significantly reduce the openness of the setting of the Market. This is demonstrated in Figure 9 below.

![img-8.jpeg](img-8.jpeg)

Figure 9. Proposed maximum building envelope of Queens Corner Building, as viewed from above Franklin Street Stores.

152) Heritage Victoria stated that the Queens Corner Building could 'have the effect of enclosing Market Square and further confining and encroaching on [the Market]'.

153) The proponent stated that Queens Corner Building would be '...set back at its southern end, providing space to the north of Tower 3 and Franklin Street Stores, and ensuring the maintenance of eastern view lines from Franklin Street (northern footpath) to the Franklin Street Stores and Market Square.'

154) The Melbourne Planning Scheme dictates that the Queens Corner Building be of built form that is 'of a modest scale and form, is transparent and sympathetic to its setting'.

155) The department considers that design elements of Queens Corner Building could potentially impact the National Heritage values of the Market. The architectural design of the Queens Corner Building is not finalised and so it is unclear if the design features could potentially have a significant indirect impact on authenticity, readability and distinctive character of the Heritage place.

EPBC ref: 2024/09860
DCCEEW.gov.au

29

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

30 of 48

156) The Cultural Heritage Section advised the design for Queens Corner Building is not advanced enough to assess the impacts that this component of the action would have on the Market. Generally, they consider the height and location of the building would cause only a minor impact to the Market. The Australian Heritage Council did not comment on the potential impacts of the Queens Corner Building due to the lack of design detail.

157) Despite uncertainties, the department concludes that the construction of the Queens Corner Building will lead to minor impacts which can be adequately mitigated through approval conditions.

158) The department recommends that conditions are imposed for the size and design of Queens Corner Building, including:

a) Limiting the building height to 13m, and ensuring that it is located wholly outside the Heritage Place Boundary.

b) A requirement for the proponent to prepare a design plan for Queens Corner Building requiring the Ministers approval. This ensures that the design principles proposed by the proponent are adhered to and allows the department an opportunity to ensure the final building design is consistent with the values of the Market.

### Restoration and Adaptive re-use of Franklin Street Stores

159) The proponent has proposed to undertake restoration and conservation works for the Stores, and prepare them for retail use. The proposal includes both internal and external restoration.

160) The conservation works include:

a) repointing brickwork and repairing render,

b) replacement or repair of doorways and windows,

c) repair of roof cladding and rainwater plumbing, and

d) reinstatement of the metal fascia to the Store canopy.

161) Restoration includes removal of non-original features, including coverings to doorways and windows, walls, doors, externally mounted services, elevated floors, and other internal fit-out (including coolstores).

162) The proposed works are for the purpose of restoring the fabric of the stores and so impacts will be mostly positive. The proposed restoration is likely to benefit the Market's National Heritage values, but could still have adverse impacts if not undertaken in an appropriate manner.

163) Heritage values that could potentially be negatively affected by the Market Square relate to *Criterion D: Principal characteristics of a class of places* and include:

a) Display of all (four) of the building typologies of a market of this time: open sheds, enclosed market halls, warehouses, and perimeter shops.

EPBC ref: 2024/09860
DCCEEW.gov.au

30

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

31 of 48

b) Illustrating the utilitarian aspect of market buildings as well as the wholesale function of the Market in the early twentieth century.

c) The Market's continued operation as a produce market in its original location.

d) Intangible and experiential qualities of the Market, including the distinctive character and open setting.

e) The uniformity of the Stores, including the alignment in a row pattern, consistency of features, orientation and original features such as shopfronts and canopies.

164) In relation to the heritage values, the original features of the Stores are significant contributory attributes. This restoration in itself has the potential to impact on the heritage values if there are changes to the fabric of the Stores. As such it will be important that restoration works are designed to preserve the fabric of the Stores in a manner consistent with the heritage values of the Market.

165) The adaption of the Stores into retail stores would notably alter the use of the Franklin Street Stores from warehouses to retail. It should be noted however that currently, only four of the 15 stores are being used as warehouses, limiting the extent of the change of purpose. The Stores also 'illustrate the utilitarian aspect of market buildings', in other words, demonstrating usefulness and practicality. Considering the current low utilisation rate of the Stores, the department considers that the alteration of the Stores' purpose is consistent with those values.

166) Cultural Heritage Section advice states: 'adaptation and use of the Stores is beneficial to the heritage values of [the Market]'.

167) The adaptive reuse is supported by other Heritage organisations.

a) Regarding works to the Stores, Cultural Heritage Section advice stated that it will result in minimal impact to the original fabric of the Stores.

b) The Australian Heritage Council stated that 'the need for the adaptive reuse of the Franklin Street Stores to ensure their long-term conservation and use has been acknowledged.'

c) Australian Council of National Trusts and the National Trust of Australia (Victoria), states they support 'the adaptive reuse of heritage buildings to ensure they have an ongoing purpose and remain viable assets to their communities' and they 'generally support ...the required conservation works and removal of non-original fabric...'.

168) The Stores are currently used as storage by a small group of fresh produce traders. The proposed action would require tenants of the Stores to vacate the stores permanently. Losing access to this storage could affect those traders' business operations and potentially affect the Market's continued operation as a fresh produce market.

EPBC ref: 2024/09860
DCCEEW.gov.au

31

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

32 of 48

Released by DCCEEW under FOI Act 1982

169) The proposed action includes compensation for the loss of functional storage from the adaptive reuse of the Stores. Melbourne City Council is constructing a new underground facility, referred to as the 'Trader Shed', as part of the broader precinct renewal program (not part of the proposed action). The Trader Shed will be a contemporary three-storey building with four-storey basement, designed to accommodate the storage needs of market traders. The department is satisfied that the Trader Shed facility will adequately compensate for the loss of storage function the Stores presently provide.

170) The proponent reported that the Melbourne City Council will implement a legal covenant that ensures future use of the Stores is complementary to the Market. The proposed use of the Stores includes a range of independent, artisanal, unique and curated retail uses, and will not be used for any supermarket, franchise or fast-food outlet.

171) Condition 20 of Heritage Victoria permit (Attachment P) requires the proponent to prepare tenancy design guidelines to ensure future tenancies complement the Market's core function as a fresh food market. An agreement under the Victorian Planning and Environment Act 1987 will be recorded on the title to the land so that these guidelines are followed in perpetuity regardless of the future owners or tenants of the Stores. The Cultural Heritage Section advice stated that this is a positive mitigation measure.

172) The Australian Heritage Council noted their view that 'Restoration of parts of a property that have been strategically or knowingly neglected by the owner of a Nationally listed place should not be considered under the EPBC Act, as an offset of other adverse impacts of the proposal.' The department agrees with this, but nevertheless we consider that the restoration will have a mostly positive impact on the heritage values of the Stores.

173) Installation of services and amenities into the Stores will not require excavation, as they will be delivered above ground in the areas which correspond to the Old Melbourne Cemetery. There is therefore no risk of impacts to burials associated with the Old Melbourne Cemetery which underlie the Stores.

174) The department considers the impacts of conservation and restoration works on the Stores to be acceptable, provided that conditions are applied to require:

a) An archival photographic record to be undertaken to preserve views of the internal and external state of Stores.

b) A Heritage Protection Plan to be implemented, which specifies the manner in which the Stores will be restored and modified.

c) Tenancy design guidelines to be enforced by the proponent, to restrict the types of retail businesses permitted to tenant the adapted Stores and control internal fit-out of the stores.

## Other impacts of the Action

175) The proponent noted that short term disruptions to the operation of the Market are likely as a result of the proposed action. Disruption will be managed by a traffic management plan and construction management plans.

EPBC ref: 2024/09860
DCCEEW.gov.au

32

LEX-83117

OFFICIAL
Document 2

33 of 48

176) Some customer behaviour shifts should be expected. Public comments revealed the loss of the current carpark as a strong factor for opposition to the proposed action. Numerous commenters lamented the loss of the ground-level carpark, citing it as a reason to speculate that customer numbers would decrease.

177) However, the broader precinct renewal plan has always sought to retain the same net parking volume. As discussed, 506 spaces have already been delivered directly across the road from the Market, and a further 200 spaces would be delivered as part of the proposed action.

178) It is reasonable to conclude that overall market patronage would increase as a result of the proposed action, due to increased exposure of residents and workers in the new towers. Further, Market Square is more likely to draw more pedestrians through the Market.

179) Changes to the Stores and Market Square are intended to be ancillary and complementary to the operation of the Market. There are no proposed changes to core market area or operations. As such it is reasonable to assume that in the long term, the overall function of the Market will be maintained.

180) As such the department concludes that the Action is unlikely to have a residual adverse significant impact to the Market's continued operation, the intangible and experiential qualities, or the distinctive character of the Market.

### Summary of impacts to the Queen Victoria Market National Heritage Place

181) As discussed in the sections above, the department concludes that the proposal overall will have an acceptable impact on the heritage values of the Queen Victoria Market National Heritage Place, provided that the conditions recommended in this report above are applied.

182) It must be noted, however, that the recommended conditions will have a profound impact on the proposal, including likely redesign of all three towers. The department is unsure if a redesign could include removal of the west-bound section of Franklin Street (south of towers 1 and 2), allowing the building footprints to be shifted south and therefore allow a wider design than described above in this report.

183) The department recognises that the proposed conditions to limit the extent of the towers will significantly affect the viability of the project:

a) It will reduce the size of the towers. Tower 2 will be reduced to an extent that may be engineeringly unfeasible, unless the footprint could be shifted south. Tower 1 would need to be narrowed but the department assumes the construction of Tower 1 is still engineeringly feasible. The footprint of Tower 3 would require minor modification. This redesign will mean that the towers capacity to provide residential and commercial space will be reduced, affecting the commercial viability of the project.

b) Redesigning the towers in itself will cause cost and time delays, due to the need to design a new, economically feasible project.

EPBC ref: 2024/09860
DCCEEW.gov.au

33

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

34 of 48

184) This is likely an adverse outcome for the proponent. The proponent has stated that relocating the towers, reducing their scale or removing the cantilever would result in the project becoming commercially unviable or unfeasible (Section 3.2.3 of the PER at Attachment B). Justifications for building footprint size are discussed in further detail in Attachment R.

185) The recommended condition requiring a 6m setback for the towers could have the effect of reducing some beneficial impacts to heritage values discussed in this section (if it contributes to the action not going ahead).

Released by DCCEEW under FOI Act 1982

EPBC ref: 2024/09860
DCCEEW.gov.au

34

LEX-83117

OFFICIAL^{}[] Document 2

35 of 48

# Factors to be taken into account – section 136

*136(2) In considering those matters, the Minister must take into account:*

## Economic and social matters – section 136(1)(b)

186) The project would provide social and economic benefits directly to the Market and for the wider community.187) Social benefits include the provision of housing, including affordable housing, and student accommodation. There may be health and wellbeing benefits related to provisioning of public green space from the new Market Square. There may also be opportunities to foster cultural awareness with Traditional Custodians and historical awareness related to the Old Melbourne Cemetery's influence on the design of Market Square.188) Tower 2 would provide social benefits in the form of 81 affordable dwellings, or 15% of the tower's space. According to the Victorian Government's website 'Affordable housing is housing, including social housing, that is appropriate for the needs of very low-, low- and moderate-income households.'189) Social impacts include negative things such as disruptions associated with construction activities. These disruptions are likely to affect local residents, businesses and visitors but will be temporary, and the proponent has prepared plans to mitigate those impacts.190) The proposed action may have some negative social impact to market traders, and will force some market shoppers to change how they access the Market by vehicle (due to ground-level parking being replace by underground parking). The department considers that such impacts have been adequately addressed in the PER, with adequate avoidance and mitigation of these impacts being proposed.191) The proponent has stated that the purpose of the Proposed Action is to bring the Market back to profitability. However, Queen Victoria Market Pty Ltd's 2023-24 Annual Report stated that 'Queen Victoria Market Pty Ltd recorded a profit of \$419,513 after providing for income tax, compared to a profit of \$7,877 in 2022-23' (see page 17 of Attachment AF).192) The proponent has also stated that the purpose of the Proposed Action is to provide funding for the completion of other components of the *Queen Victoria Market Precinct Renewal Master Plan*. The funding would be generated by the sale of commercial and residential space in the proposed three mixed-use towers. For this reason, the proponent has stated their view that the project is necessary for the future viability of the Market.193) Lendlease modelled the economic impacts of the action for the construction and operational phases using REMPLAN methodology (an online analytical tools for economic development), as described in (Attachment M).

EPBC ref: 2024/09860  
DCCEEW.gov.au

35

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

36 of 48

194) The proponent has claimed in their PER (including Attachment M) that:

a) National economic benefits during construction are estimated between $1 billion and $1.5 billion annually once operational.
b) The project will create an estimated 965 full time equivalent local jobs, 1687 regional jobs and 1811 national jobs, during construction and approximately 6000 local, regional and national jobs once operational.
c) The estimated cost benefit ratio of the proposed action is 1.28, resulting in an estimated $353 million total net benefit.
d) A 3% quota of female participation will be applied to construction jobs.
e) An allocation of $6.5 million to be spent on Indigenous businesses, and $1.4 million towards social enterprises.

195) The department has not assessed the accuracy of these economic figures provided by the proponent.

**Effect of the proposed decision on social and economic matters**

196) As discussed above, the recommended proposed decision will likely have an adverse impact on the viability of the project, which will inevitably reduce the social and economic benefits of the project discussed above.

197) In context of the proposed conditions, the towers would have a reduced footprint and reduced amount of office and residential space to sell, reducing the profitability of the project.

198) The reduced scale of the towers could also reduce the amount of construction jobs and is presumed to reduce the amount of revenue generated for the Market by reducing the number of residents and workers that would utilise the new towers.

199) The department justifies this outcome as follows:

a) The social and economic benefits are substantial, and the action will also have a positive impact on some heritage values of Queen Victoria Market National Heritage Place.
b) Residual significant adverse impacts to heritage values might in some situations be acceptable, if they are compensated for by the beneficial impacts of the Action (i.e. beneficial to the heritage values and social and economic benefits).
c) The positive benefits to heritage values and social and economic benefits of the project (as referred by the proponent) are substantial, but do not compensate for or outweigh the residually significant adverse (an ultimately unacceptable) impacts to the heritage values of the Queen Victoria Market National Heritage Place of the original proposal.
d) As such the recommended conditions are required in order for the Proposed Action to have an acceptable impact on the National Heritage values of the Market.

EPBC ref: 2024/09860
DCCEEW.gov.au

36

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

37 of 48

200) Heritage Victoria appeared to agree with this view in principle, despite approving the proposal under state law. In their Officer's report and recommendation, they stated that 'it is a poor heritage outcome that a place of State and National significance should have to be physically altered to allow for an improved development outcome' (Attachment AD). It must be noted that under the state's assessment they were unable to consider the impacts of the towers on the Market.

201) The department expects that the proponent may see the decision as a form of refusal. The department however, is of the view that many parts of the action will be able to go ahead essentially as proposed, including the Market Square, Queens Corner Building, and restoration of the Franklin Street Stores. The conditions proposed to regulate these elements of the action do not fundamentally change those elements of the Action.

202) The department also considers that the claims of the proponent that changes to the tower design would make the project unfeasible need to be questioned. Considering the figures on the predicted economic value of the project provided by the proponent (discussed above), it is unclear how reducing the scale of the towers would mean the project would no longer be profitable.

203) The costs required to modify project plans at this late stage of the project development is a consequence of the timing when the proponent referred the action. The action was referred to the Victorian government in June 2023, 12 months before being referred under the EPBC Act. If the action was referred at that time (or earlier), the department would have undertaken the assessment earlier in the project planning process which could have reduced any negative economic outcomes resulting from the department's recommended decision.

## Principles of ecologically sustainable development – section 136(2)(a)

204) In deciding whether or not to approve the taking of an action and the conditions to attach to an approval, section 136(2)(a) of the EPBC Act provides that you are required to take into account the principles of ecologically sustainable development (ESD). The principles of ESD, as defined in Part 1, section 3A of the EPBC Act, are:

a) decision-making processes should effectively integrate both long-term and short-term economic, environmental, social and equitable considerations;

b) if there are threats of serious or irreversible environmental damage, lack of full scientific certainty should not be used as a reason for postponing measures to prevent environmental degradation;

c) the principle of inter-generational equity – that the present generation should ensure that the health, diversity and productivity of the environment is maintained or enhanced for the benefit of future generations;

d) the conservation of biological diversity and ecological integrity should be a fundamental consideration in decision-making;

EPBC ref: 2024/09860
DCCEEW.gov.au

37

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

38 of 48

e) improved valuation, pricing and incentive mechanisms should be promoted.

205) In making your decision under section 133, you are required to take account of the precautionary principle (section 391), to the extent it is not inconsistent with other provisions of the EPBC Act. In making your decision under section 133, in considering matters relevant to the matters protected by the controlling provisions for the proposed action, and economic and social matters, you are required to take into account the principles of ecologically sustainable development, which include the precautionary principle (section 3A(b) of the EPBC Act).

206) The precautionary principle is that a lack of full scientific certainty should not be used as a reason for postponing a measure to prevent degradation of the environment where there are threats of serious or irreversible environmental damage.

207) The department has taken account of the precautionary principle by considering whether there are threats of serious or irreversible environmental damage with respect to the relevant matters protected by the EPBC Act, and considering whether there is a lack of scientific certainty.

208) The department considers there is a risk of major, irreversible damage to the National Heritage values of the Market and scientific uncertainty on the impacts of the action, and in the effectiveness of the protection measures required by the recommended conditions.

209) There is uncertainty in how impacts to Heritage Values will occur, and their potential severity. This is because the heritage values relate to how people experience, understand, interpret and appreciate the National Heritage values.

210) This uncertainty is inherent to many of the heritage values being impacted such as the open setting of the Market, the loss of connectivity between the Franklin Street Stores and the rest of the Market, the importance and necessity of maintaining external views to the Stores and the ability to interpret the Stores features as significant contributory attributes.

211) To mitigate the uncertainty related to the impacts and the effectiveness of protective measures, the department has consulted continuously and extensively with Cultural Heritage Section and taken into consideration the views of multiple heritage experts from within and outside the department.

212) The department has therefore taken the precautionary principle into account in its assessment of the proposed action and in formulating the conditions in Attachment X.

213) In formulating this recommendation, the department has taken into account the principles of ecologically sustainable development. In particular:

a) This report and the assessment documentation provided contain information on the long-term and short-term heritage, economic, social, and equitable considerations that are relevant to the decision and are presented for your consideration.

b) Any lack of certainty related to the potential impacts of the projects is addressed by conditions that restrict impacts to protected matters.

EPBC ref: 2024/09860
DCCEEW.gov.au

38

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

39 of 48

c) The department has considered the importance of conserving cultural heritage for current and future generations in relation to all the controlling provisions for this project, and the advice provided within this document reflects that consideration.

d) The department's advice includes reference to and consideration of a range of information on the economic costs, benefits and impacts of the project.

## Public environment report – section 136(2)(c)

214) In accordance with section 136(2)(c)(i), the finalised public environment report relating to the action given to the Minister under section 99 is at Attachments B to S.

215) In accordance with section 136(2)(c)(ii), this document forms the Recommendation Report relating to the action given to the Minister under section 100.

## Relevant comments – section 136(2)(f)

216) Public comments were invited on the referral and the draft assessment documentation.

217) The department received 150 public comments on the referral. One public submission contained a petition opposing the action, signed by 119 Queen Victoria Market traders. This equates to approximately 25% of traders, of the total 501 traders reported by the proponent.

218) Comments opposing the project in part or in full were received from heritage organisations including the Australian Heritage Council, Australian Council of National Trusts and the National Trust of Australia (Victoria), the Royal Historical Society of Victoria and the Town and Country Planning Association.

219) The department considered all public comments at the referral stage. Relevant issues raised were as follows:

a) The removal of the Franklin Street Stores' canopy.
b) Obscuring of the view of the Franklin Street Stores.
c) The alienation of the Franklin Street Stores from the Market.
d) The proximity, scale and design of the towers being inconsistent with heritage values.
e) The potential impacts to archaeological remains.
f) The potential for negative impacts to market operations, especially in relation to the removal of the ground-level car park.

220) Seventy-seven (77) comments were received by the proponent on the draft PER, during the public comment period (22 November to 20 December 2024). The proponent provided all public submissions collected during the draft PER public comment period (Attachment AE).

221) One public submission contained a petition opposing the action, signed by 139 Queen Victoria Market traders (Submission Reference No 063, at Attachment AE. This equates to approximately 28% of traders of the total 501 traders.

EPBC ref: 2024/09860
DCCEEW.gov.au

39

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

40 of 48

222) Traders were primarily concerned with the loss of carparking. Many traders park their trucks and vans near to the stalls and retrieve goods throughout the trading day. They perceive the loss of accessible parking will negatively impact their business operations and reduce customer attendance. Traders did not acknowledge that the broader Precinct Renewal Plan has addressed these issues. The department considers traders will be able to adapt to altered operational methods without fundamental threats to business viability (as discussed earlier in this report).

223) Traders also raised concerns about the potential for events in Market Square to compete with their businesses. They consider customers will be drawn away from market stall areas by the allure of entertainment and this will negatively impact their business. The proponent stated 'events within Market Square would be complementary or ancillary to core market operations and would not compete, undermine or detract from these.' The department does not consider the use of Market Square for events will pose a substantial threat to continued business operations of traders.

224) Comments during the assessment phase were received from heritage organisations including the Australian Heritage Council, Australian Council of National Trusts and the National Trust of Australia (Victoria), the Royal Historical Society of Victoria and the Town and Country Planning Association.

225) Relevant issues listed above (from comments at the referral stage) were repeated during the draft PER during the public comment period. Additional relevant issues raised at the draft PER stage included:

a) Impacts to intangible values of the Market.
b) Impacts of construction disturbance to market operations, including traffic.
c) Impacts of carpark removal on trader operations and customer experience and attendance.
d) Uncertainty of the Queen's Corner Building design.
e) Concerns that Market Square and the Stores adaption will degrade primary market function as a fresh food market.
f) Criticism of lack of avoidance and mitigation options for tower location, scale and the need for the removal of Store canopies.
g) Criticism of economic analysis methodology and results.

226) The proponent has provided a Submissions Report (Attachment S) which summarises issues raised in public comments on the draft PER. The submission report addresses these issues by justifying why an amendment to the PER was unnecessary, or by describing amendments that were made to the PER.

227) The department considers the proponent has adequately addressed issues raised by public comment on the draft PER.

228) The department considers adequate public consultation for the proposed Action has occurred. Therefore, the department does not recommend inviting public comment under section 131A on the proposed decision and recommended conditions of approval as this is unlikely to elicit views or information that have not already been considered in relation to the proposed Action.

EPBC ref: 2024/09860
DCCEEW.gov.au

40

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

41 of 48

229) Under section 131, the Minister must invite other ministers to give comments on the proposed decision within 10 business days.

230) The ministers proposed to be invited to comment are the:

- Minister for Home Affairs (Attachment U)
- Minister for Indigenous Australians (Attachment V)
- Victorian Minister for Planning (Attachment W)

231) The department considers that these ministers may have administrative responsibilities relating to the action.

232) Under section 131AA(1), the proponent will be invited to give the Minister comments on the proposed decision and recommended conditions of approval within 10 business days of the proposed decision date.

EPBC ref: 2024/09860
DCCEEW.gov.au

41

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

42 of 48

# Other matters for decision making

## Person's environmental history – section 136(4)

s136(4) In deciding whether or not to approve the taking of an action by a person, and what conditions to attach to an approval, the Minister may consider whether the person is a suitable person to be granted an approval, having regard to:

- a) the person's history in relation to environmental matters; and
- b) if the person is a body corporate – the history of its executive officers in relation to environmental matters; and
- c) if the person is a body corporate that is a subsidiary of another body or company (the parent body) – the history in relation to environmental matters of the parent body and its executive officers.

233) Compliance and Enforcement Branch conducted an environmental history check on the proponent in which they reported that no contraventions of national environmental law were found.

## Minister not to consider other matters – section 136(5)

s136(5) In deciding whether or not to approve the taking of an action, and what conditions to attach to an approval, the Minister must not consider any matters that the Minister is not required or permitted to consider by Division 1, Part 9 of the EPBC Act.

234) This recommendation report does not consider any matters that the Minister is not required or permitted to consider by Division 1, Part 9 of the EPBC Act.

## National Heritage places – section 137A

s137A In deciding whether or not to approve for the purposes of section 15B or 15C of the EPBC Act the taking of an action, and what conditions to attach to such an approval, the Minister must not act inconsistently with:

- a) the National Heritage management principles; or
- b) an agreement to which the Commonwealth is party in relation to a National Heritage place; or
- c) a plan that has been prepared for the management of a National Heritage place under section 324S or as described in section 324X.

## National Heritage management principles

235) The objective of the National Heritage management principle is to identify, protect, conserve, present and transmit, to all generations, their National Heritage values.

236) The National Heritage management principles (Schedule 5B of the EPBC Regulations) are:

EPBC ref: 2024/09860
DCCEEW.gov.au

42

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

43 of 48

1. 1. The objective in managing National Heritage places is to identify, protect, conserve, present and transmit, to all generations, their National Heritage values.
2. 2. The management of National Heritage places should use the best available knowledge, skills and standards for those places, and include ongoing technical and community input to decisions and actions that may have a significant impact on their National Heritage values.
3. 3. The management of National Heritage places should respect all heritage values of the place and seek to integrate, where appropriate, any Commonwealth, State, Territory and local government responsibilities for those places.
4. 4. The management of National Heritage places should ensure that their use and presentation is consistent with the conservation of their National Heritage values.
5. 5. The management of National Heritage places should make timely and appropriate provision for community involvement, especially by people who:
   1. (a) have a particular interest in, or association with, the place; and
   2. (b) may be affected by the management of the place.
6. 6. Indigenous people are the primary source of information on the value of their heritage and the active participation of indigenous people in identification, assessment and management is integral to the effective protection of indigenous heritage values.
7. 7. The management of National Heritage places should provide for regular monitoring, review and reporting on the conservation of National Heritage values.237) The method of assessment has enabled the use of the best available knowledge skills and standards for those places. Ongoing technical input has been provided by the Cultural Heritage Section through line area advice. Community input has also been provided at the referral and draft PER stage, satisfying principle 2 and principle 5.238) Conditions of approval have considered state and local regulations and has sought integration, where appropriate, satisfying principle 3.239) The department considers the conditions of approval will ensure the use of a National Heritage Place and its presentation are consistent with their National Heritage values, satisfying principle 4.240) Indigenous consultation by the proponent was undertaken in the preparation of the PER, and is actively ongoing, satisfying principle 6.241) The conditions do not impede the monitoring review of reporting on the conservation of National Heritage values, satisfying principle 7.242) Considering the above, the department considers that approval of the proposed Action with the proposed conditions attached is not inconsistent with the National Heritage management principles.

## Agreement for a National Heritage place

243) An Agreement for a National Heritage place for the Queen Victoria Market has not been prepared under section 51A of the EPBC Act.

EPBC ref: 2024/09860  
DCCEEW.gov.au

43

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

44 of 48

# **Management plan for a National Heritage place**

244) A formal management plan for the Queen Victoria Market has not been prepared under section 324S of the EPBC Act.

Released by DCCEEW under FOI Act 1982

EPBC ref: 2024/09860^{}[] DCCEEW.gov.au

44

LEX-83117

OFFICIAL
Document 2

45 of 48

# Conditions of approval – section 134

s134(1) The Minister may attach a condition to the approval of the action if he or she is satisfied that the condition is necessary or convenient for:

a) protecting a matter protected by a provision of Part 3 for which the approval has effect (whether or not the protection is protection from the action); or
b) repairing or mitigating damage to a matter protected by a provision of Part 3 for which the approval has effect (whether or not the damage has been, will be or is likely to be caused by the action).

## State Conditions

245) State conditions were issued on 20 December 2023 by Heritage Victoria under permit P36779 under the Heritage Act 2017 (Vic). State conditions are available at Attachment Q.
246) Many risks related to the proposed works within the Market heritage place are sufficiently mitigated through conditions on heritage permit P36779, including the appointment of qualified persons to prepare management plans, submission of detailed design drawings, heritage protection plans and a bank guarantee (to be kept by Heritage Victoria as a contingency for restoration works on the Franklin Street Stores).
247) The department has considered the likely scope and severity of the impacts to matters of national environmental significance and how those impacts are avoided and mitigated by the conditions of approval granted by the Victorian government.
248) Where the department considers that recommendations are suitable for the protection of matters, the department considers it convenient to rely on state conditions of approval. The department considers the state conditions will help avoid and mitigate impacts to the National Heritage Values of the Market to a certain extent, but additional conditions are required to ensure impacts to these matters are acceptable.

## Department's recommended conditions

249) The department has considered the likely scope and severity of the impacts to MNES, and the proposed avoidance and mitigation measures, and determined that the project as proposed by the proponent is likely to result in residual significant impacts to the heritage values of the Market.
250) The department considers that it is necessary or convenient to apply approval conditions to this project, to ensure that the residual significant impacts are acceptable (as detailed in the proposed decision notice at Attachment X). The key conditions relating to protected matters have been discussed previously in this report.
251) The department considers that all proposed approval conditions are necessary or convenient for the protection of, and mitigation of impacts to, the National Heritage values of the Market.

EPBC ref: 2024/09860
DCCEEW.gov.au

45

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 2

46 of 48

## Additional considerations for conditions

252) In accordance with section 134(4), in deciding whether to attach a condition to an approval, the Minister must consider all of the following:

*s134(4)(a) Any relevant conditions that have been imposed, or the Minister considers are likely to be imposed, under a law of a state or self-governing territory or another law of the Commonwealth on the taking of the action.*

253) The department is aware of conditions of Victorian Heritage permit P36779 that have been granted by the Victorian government under the Victorian Heritage Act 2017 at Attachment Q. The department has considered these conditions in preparing the proposed conditions of approval and discussed above and worked to ensure they do not contradict the state conditions of approval.

254) As discussed above the department considers additional conditions are required to ensure impacts to the National Heritage values of the Market are acceptable.

255) State conditions, imposed as part of Heritage Permit P36779, cannot consider impacts of the Proposed Action outside the extent of registration (which is the same as the National Heritage Place boundary). As such the state permit does not have conditions that relate to the towers or Queens Corner Building. This is one of the reasons that the department does not consider state conditions are alone sufficient to prevent an unacceptable impact to the National Heritage values of the Market.

*s134(4)(aa) Information provided by the person proposing to take the action or by the designated proponent of the action.*

256) Documentation provided by the person proposing the action is the final PER package at Attachments B-S. This information has been taken into account in drafting this recommendation.

*s134(4)(b) The desirability of ensuring as far as practicable that the condition is a cost-effective means for the Commonwealth and the person taking the action to achieve the object of the condition.*

257) The department considers the proposed conditions are cost-effective because:

a) Most of the conditions require further refinement of the action and the development of plans and strategies to further reduce the impacts of the action in the post-approval stage. The department understands it may not have been cost effective for the proponent to have developed those plans to date, due to the need to commit resources to them prior to an approval.

b) It is more difficult to determine the cost effectiveness of the proposed conditions to set the towers back 6m from the Market National Heritage Place boundary. It would have been more cost effective if the proponent had referred the project earlier, as it would have allowed them to incorporate the conditions into designs earlier in the project design phase.

EPBC ref: 2024/09860
DCCEEW.gov.au

46

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL^{}[] Document 2

47 of 48

258) The department will have further opportunity to ensure conditions are cost-effective following any comments from the proponent and Victorian Government on the proposed decision.

Released by DCCEEW under FOI Act 1982

EPBC ref: 2024/09860^{}[] DCCEEW.gov.au

47

LEX-83117

OFFICIAL
Document 2

48 of 48

# Material used to prepare this report

259) Materials referenced in this recommendation report:

a) Public Environment Report (PER) main document (Attachment B)
b) All Public Environment Report appendices (Attachments C-S).

260) Cultural Heritage Section Line advice (Attachment Y)

261) Australian Heritage Council submission at the referral stage (Attachment Z)

262) Public comments on draft public environment report (Attachment AA, AB, AC and AE)

263) Heritage Victoria Officer's report and recommendation for Heritage Permit P36779
(Attachment AD)

264) Queen Victoria Market Pty Ltd Annual Report 2023 – 2024 (Attachment AF)

EPBC ref: 2024/09860
DCCEEW.gov.au

48

Released by DCCEEW under FOI Act 1982

LEX-83117

DOCUMENTS

1 of 15

Australian Government

Department of Climate Change, Energy,^{}[] the Environment and Water

## Notification of approval decision

**Queen Victoria Market Southern Development Project, Melbourne, Victoria (EPBC 2024/09860)**

This decision is made under section 130(1) and 133(1) of the *Environment Protection and Biodiversity Conservation Act 1999* (EPBC Act). Note that section 134(1A) of the EPBC Act also applies to this approval. That provision provides, in general terms, that if the approval holder authorises another person to undertake any part of the Action, the approval holder must take all reasonable steps to ensure that the other person is informed of any conditions attached to this approval, and that the other person complies with any such conditions.

### Approved Action

|  **person to whom the approval is granted (approval holder)** | Lendlease (Queen Victoria Markets) Head Developer Pty Limited ACN: 671419382  |
| --- | --- |
|  **Action** | To build three mixed use towers and a low-rise civic building adjacent to the Queen Victoria Market, convert the carpark within Queen Victoria Market into public open space and restore the Franklin Street Stores in preparation for their adaptive reuse. See EPBC Act referral 2024/09860  |

### Approval decision

|  **decision** | My decision on whether or not to approve the taking of the Action for the purposes of the controlling provision for the Action is as follows.  |   |
| --- | --- | --- |
|   | **Controlling Provision** | **Decision**  |
|   | National Heritage values of a national heritage place (section 15B and section 15C) | Approved  |
|  **period for which the approval has effect** | This approval has effect until 31 December 2055.  |   |
|  **conditions of approval** | The approval is subject to conditions under the EPBC Act as set out in Annexure A.  |   |

DCCEEW.gov.au

John Gorton Building - King Edward Terrace, Parkes ACT 2600 Australia

GPO Box 3090 Canberra ACT 2601 ABN: 63 573 932 849

NOT 401 v10.9

1

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL Document 8

2 of 15

Person authorised to make decision

|  name and position | Senator The Hon Murray Watt Minister for the Environment and Water  |
| --- | --- |
|  signature |   |
|  date of decision | 11 August 2025  |

# Annexure A

Note: Words and terms appearing in **bold** (excluding headings) have the meaning assigned to them at **Part C – Definitions**.

Part A – Avoidance, mitigation, and compensation conditions

IMPACT LIMITS

1) The approval holder must not **construct** outside of the **Action area**.
2) To mitigate direct and indirect impacts to the **Franklin Street Stores**:
   a) The **footprint** of the **towers** must be outside the **Heritage Place boundary**.
   b) Tower 1 must not extend into the **Heritage Place boundary**:
      i) by more than 3.3 metres perpendicularly,
      ii) for a length of more than 26 metres in parallel, and
      iii) at a height of less than 19.5 metres above the finished floor level of the **Jornung-Biik Laneway**.
   c) **Tower 2 podium** must not extend into the **Heritage Place boundary**:
      i) by more than 1.8 metres perpendicularly,
      ii) for a length of more than 64 metres in parallel,
      iii) at a height of less than 8.5 metres above the finished floor level of the **Jornung-Biik Laneway**
   d) Tower 2 above the **podium** must not extend into the **Heritage Place boundary**:
      i) by more than 4.9 metres perpendicularly

Department of Climate Change, Energy, the Environment and Water

2

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
DOCUMENTS

3 of 15

ii) for a length of more than 63 metres in parallel,
iii) at a height of less than 18 metres above the finished floor level of the Jornung-Biik Laneway.

e) The Tower 3 external building line at ground and first floors must be setback from the northern edge of the podium by 11.6m to the north-west adjacent to the Franklin Street Stores, and 7.7 meters from the north-east, excluding structure.
f) The approval holder must not permanently remove more than 14 canopy bays from the southern façade of the Franklin Street Stores.
g) The approval holder must reinstate all eastern facade canopies removed during early works as part of the restorative works of the Franklin Street Stores.

3) To protect the archaeological remains within the Old Melbourne Cemetery, the approval holder must:

a) Not excavate in the Old Melbourne Cemetery.
b) Ensure there is no root incursion into the subsurface of the Old Melbourne Cemetery.

4) If the approval holder detects the presence of archaeological material related to the Old Melbourne Cemetery not previously identified in the referral or final Public Environment Report and likely to be affected by the Action, the approval holder must:

a) Notify the department in writing within 20 business days and provide a summary of the find and its significance in relation to the heritage values of the QVM.
b) If requested by the department, provide within 30 business days of such a request, a report to the department explaining how the archaeological material will be managed to best protect the heritage values of the QVM.

5) The approval holder must provide an archival quality photographic survey of the Franklin Street Stores and provide a copy of the survey to the department prior to the commencement of tower construction or any modification of the Franklin Street Stores. The photographic survey must record the views of but is not limited to:

a) The entire length of the Franklin Street Store facades from multiple vantage points, including those that will be blocked or obscured by the Action;
b) All exterior spaces and details of the Franklin Street Stores, including canopies; and
c) All interior spaces and details of the Franklin Street Stores.

Department of Climate Change, Energy, the Environment and Water

3

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DCCEEW

4 of 15

6) The approval holder must submit a National Heritage Protection Plan for all works, other than Early Works, within the Heritage Place Boundary to the department for the Minster's approval.

a) The National Heritage Protection Plan can be approved by the Minister in stages that correspond to distinct components of the action.
b) The approval holder must not commence construction at ground level within the Heritage Place Boundary unless the Minister has approved the corresponding National Heritage Protection Plan in writing for the component of the action for which the plan relates.
c) The approval holder must commence implementing the approved National Heritage Protection Plan once approved by the Minister and continue to implement the approved plan until the completion of the Action.
d) The National Heritage Protection Plan must include:

i) Details of the conservation, adaptation and any other modifications to be undertaken to the material of, and materials within, the Franklin Street Stores.
ii) The final design of the Jornung-Biik Laneway.
iii) The final design of the Market Square including all landscaping and plantings, explaining how the design retains the open character of the QVM and avoids obscuring important views, and demonstrating how the connection between the Franklin Street Stores and the wider QVM precinct will be maintained.
iv) Details of how impacts to the intangible and experiential qualities (including distinctive character and open setting) of the QVM will be avoided and mitigated.
v) A table of commitments made in the plan to achieve the heritage outcomes, and a reference to exactly where these commitments are detailed in the plan.

7) The approval holder must develop and implement a Heritage Interpretation Plan for Market Square and the Franklin Street Stores.

a) The approval holder must commence implementing a Heritage Interpretation Plan at the time Market Square and Franklin Street Stores are open to the public and continue to implement the approved plan until the completion of the Action.
b) The Heritage Interpretation Plan must include interpretation of the National Heritage Values of the QVM, including:

Department of Climate Change, Energy, the Environment and Water

4

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DCCEEW

5 of 15

i) Telling stories to visitors and market customers, focusing on creating meaningful and engaging experiences that foster understanding and appreciation of the QVM heritage values.

ii) Details of wayfinding and other permanent signage.

iii) How permanent archival photographs will be displayed.

iv) Ensuring the intangible and experiential qualities of the QVM will be preserved and improved.

v) A table of commitments made in the plan to achieve the heritage outcomes, and a reference to exactly where these commitments are detailed in the plan.

8) To minimise visual amenity impacts of the proposed Queens Corner Building on the heritage values of the QVM, the Queens Corner Building must be:

a) located wholly outside the Heritage Place Boundary; and

b) no more than 13 metres in height.

9) To minimise impact to the heritage values of the QVM from the Queens Corner Building, the approval holder must submit a Queens Corner Building Design Plan to the department for the Minister's approval. Once approved by the Minister, the plan must be implemented for the life of the approval.

a) The approval holder must not commence construction of the Queens Corner Building unless the Minister has approved the Queens Corner Building Design Plan in writing.

b) The approval holder must commence implementing the approved Queens Corner Building Design Plan once approved by the Minister and continue to implement the approved Queens Corner Building Design Plan until the completion of the Action.

c) The Queens Corner Building Design Plan must include:

i) The proposed location and architectural design of the Queens Corner Building.

ii) An explanation of the visual amenity impacts to the heritage values of the QVM heritage place.

iii) A demonstration of how the proposed architectural design of the Queens Corner Building is consistent with the principles in Table 2.2 of the Final Public Environment Report.

iv) A detailed summary of stakeholder engagement and public consultation that has been undertaken to inform the design of the Queens Corner Building, including

Department of Climate Change, Energy, the Environment and Water

5

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 3

6 of 15

consultation with the Australian Heritage Council and the approval holder's response to views of the Australian Heritage Council.

10) In preparing the National Heritage Protection Plan (under condition 6), Heritage Interpretation Plan (under condition 7), and **Queens Corner Building** Design Plan (under condition 9), the approval holder must:
a) Ensure each plan is prepared by a suitably qualified and experienced practitioner.
b) Consider the National Heritage management principles as set out in the Schedule 5B of the **EPBC Regulations**.
c) Prepare the document in consideration of the department's **Environmental Management Plan Guidelines**.

11) To minimise potential impacts to the continued viable operation of the **QVM** as a produce market, the approval holder must:
a) Provide public access to a minimum of 200 carparks in the existing at-grade carpark within the **Heritage Place Boundary** until at least 200 new carpark spaces created under the **towers** are available for public use.
b) Ensure access to functional storage capacity for market stallholders equivalent to or greater than the minimum utilised functional storage capacity of the **Franklin Street Stores** at the date of this approval, being 3.5 Stores, prior to any loss of storage space from the **Franklin Street Stores**.
c) Minimise and mitigate the impacts of construction of the action on the operation of the **QVM**, consistent with section 5.3.4 and 6.2 of the **final Public Environment Report**.

12) The Action must be undertaken in accordance with the relevant conditions of any permit granted under the *Heritage Act 2017* (Vic).

#### SUBMISSION AND PUBLICATION OF PLANS

13) Wherever these conditions require the approval holder to submit any **plan** to the **department**, all such **plans** must be submitted to the **department** electronically.

14) Unless otherwise agreed to in writing by the **Minister**, the approval holder must publish each **plan** on the **website** within 15 **business days** of the date the **plan** is approved by the **Minister** in writing, if the **plan** requires the approval of the **Minister**.

15) The approval holder must keep all **plans** published on the **website**, in a format that is easily accessible and downloadable, from the first date which that **plan** must be published and until the expiry date of this approval. This requirement applies to all current and superseded versions of **plans**.

Department of Climate Change, Energy, the Environment and Water

6

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
Document 5

7 of 15

# MODIFICATIONS TO STATE OR TERRITORY APPROVAL

16) The approval holder must notify the department in writing of any proposed change to the conditions of any permit under the Heritage Act 2017 (Vic) that may relate to protected matters within 2 business days of formally proposing such a change and within 5 business days of becoming aware of any proposed change. Such notification must include a copy of the new conditions and showing what changes have been made.
17) The approval holder must notify the department in writing of any change to the conditions of approval under of the Heritage Act 2017 (Vic) that may relate to protected matters, within 5 business days of such a change to conditions coming into effect. Such notification must include a copy of the changed conditions of approval under of the Heritage Act 2017 (Vic) showing what changes have been made.

# COMMENCEMENT OF THE ACTION

18) The approval holder must notify the department electronically of the date of commencement of the Action, within 5 business days following commencement of the Action.
19) The approval holder must not commence the Action later than 5 years after the date of this approval decision.

# COMPLIANCE RECORDS

20) The approval holder must maintain accurate and complete compliance records and document the procedure for recording and storing compliance records.
21) If the department makes a request in writing, the approval holder must provide electronic copies of compliance records to the department within the timeframe specified in the request.

Note: Compliance records may be subject to audit by the department, or by an independent auditor in accordance with section 458 of the EPBC Act, and/or be used to verify compliance with the conditions. Summaries of the results of an audit may be published on the department's website or through the general media.

# ANNUAL COMPLIANCE REPORTING

22) The approval holder must prepare a compliance report for each Annual Compliance Report period (ACR period).
23) The approval holder must ensure each compliance report includes:

a) accurate and complete details of compliance and any non-compliance with:

i) each condition attached to this approval decision,
ii) each condition imposed under the conditions attached to any permit issued under the Heritage Act 2017 (Vic), and

b) all commitments made in each plan,

Department of Climate Change, Energy, the Environment and Water

7

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DOCUMENT 8

8 of 15

c) a schedule of all plans in effect in relation to these conditions during the ACR period,
d) accurate and complete details of how each plan was implemented during the ACR period, and
e) if any incident occurred, accurate and complete details of each incident.

24) The approval holder must ensure each compliance report is completed to the satisfaction of the Minister and is consistent with the Annual Compliance Report Guidelines, Commonwealth of Australia 2023.
25) The approval holder must, within 20 business days following the end of each ACR period, in a format that is easily accessible and downloadable, publish each compliance report on the website:
26) The approval holder must notify the department electronically, within 5 business days of each date of publication that the compliance report has been published on the website. In this notification, the approval holder must provide the department with the web address for where the compliance report and related shapefile are published on the website.
27) The approval holder must keep each compliance report and related shapefile published on the website from the first date which that compliance report must be published and until the expiry date of this approval.

Note: Compliance reports may be published on the department's website.

# REPORTING NON-COMPLIANCE

28) The approval holder must notify the department electronically, within 2 business days of becoming aware of any incident. The approval holder must specify in each notification:

a) any condition or commitment made in a plan which has not been, or may have not been, complied with,
b) a short description of the incident, and
c) the location (if applicable, including co-ordinates), date and time of the incident.

29) The approval holder must provide to the department in writing, within 12 business days of becoming aware of an incident, the details of that incident. The approval holder must specify:

a) all corrective measures and investigations which the approval holder has already taken in respect of the incident,
b) the potential impacts of the incident,
c) the method and timing of any corrective measures that the approval holder proposes to undertake to address the incident, and

Department of Climate Change, Energy, the Environment and Water

8

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DOCUMENT 3

9 of 15

d) any variation of these conditions or revision of a plan that will be required to prevent recurrence of the incident and/or to address its consequences.

# INDEPENDENT AUDIT

30) The approval holder must ensure that an independent audit of compliance with the conditions is conducted for every audit period.
31) The approval holder must submit details of the proposed independent auditor and their qualifications to the department within 10 business days following the end of each audit period.
32) The approval holder must ensure the scope of each independent audit is sufficient to determine the compliance status for each condition of approval, and each commitment made in each plan.
33) The approval holder must ensure the criteria for each independent audit and the undertaking of each independent audit are consistent with the Independent Audit and Audit Report Guidelines.
34) The approval holder must submit an audit report to the department for written agreement from the department within 3 months following the end of each audit period, or as otherwise directed by the Minister in writing.
35) The approval holder must ensure each audit report is completed to the satisfaction of the Minister and is consistent with the Independent Audit and Audit Report Guidelines to the extent that the Independent Audit and Audit Report Guidelines are consistent with these conditions.
36) The approval holder must publish each audit report on the website, in a format that is easily accessible and downloadable, within 10 business days of the date the department agrees to that audit report in writing.
37) The approval holder must notify the department within 5 business days of the date the audit report is published on the website. In this notification, the approval holder must provide the department with the web address for where the audit report is published on the website.
38) The approval holder must keep each audit report published on the website from the first date which that audit report must be published and until the expiry date of this approval.

# COMPLETION OF THE ACTION

39) Within 20 business days after the completion of the Action, and, in any event, at least 20 business days prior to the expiry date of this approval, the approval holder must notify the department electronically of the date of completion of the Action and provide completion data. The approval holder must submit any spatial data that comprises completion data as a shapefile.

Department of Climate Change, Energy, the Environment and Water

9

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DCCEEWM

10 of 15

40) The approval holder must notify the department electronically at least 60, but not more than 70, business days prior to the expiry date of this approval, that the approval is due to expire.

Note: Section 145C of the EPBC Act entitles the approval holder to request an extension to the period of effect of this approval.

# Part C – Definitions

Words and terms appearing in bold (excluding headings) have the meaning assigned to them in the list below:

Action area means the location of the Action, represented in Appendix A by the zone enclosed by the blue solid line and labelled 'Action Area'.

Annual Compliance Report period or ACR period means each subsequent 12-month period following the date of this approval decision until the expiry date of this approval, unless otherwise specified in writing by the Minister.

Archival photo(s) means any relevant archival photographs including those taken as part of the Archival quality photographic survey.

Archival quality photographic survey means a photographic survey undertaken in accordance with the Heritage Victoria Technical Note Specification for submission of archival photographic records (2019).

Audit period means each subsequent five-year period following the commencement of the Action until the expiry date of this approval unless otherwise specified in writing by the Minister.

Audit report means a written report of an independent audit.

Business day means a day that is not a Saturday, a Sunday, or a public holiday in Victoria.

Canopy bay means an individual component of the Franklin Street Stores canopy, corresponding to and aligned with an individual store.

Commence the Action or commences the Action means the first instance of any on-site

clearing, construction or other physical activity associated with the Action, but does not include minor physical disturbance necessary to:

- Undertake pre-clearance surveys or monitoring programs.
- Install signage and/or temporary fencing to prevent unapproved use of the Action area, so long as the signage and/or temporary fencing is located where it does not harm any protected matter.

Department of Climate Change, Energy, the Environment and Water

10

OFFICIAL

Released by DCCEEWM under FOI Act 1982

LEX-83117

DCCEEW

11 of 15

- Protect environmental and property assets from fire, weeds, and feral animals, including use of existing surface access tracks.
- Install temporary site facilities for persons undertaking pre-commencement activities so long as these facilities are located where they do not harm any protected matter.

Commencement of the Action means the date on which the approval holder commences the Action.

Completion data means an environmental report and spatial data clearly detailing how the conditions of this approval have been met.

Completion of the Action means the date on which all activities associated with the approved Action, other than those which provide compensation for the impacts of the Action, have permanently ceased and/or been completed.

Compliance records means all documentation or other material in whatever form required to demonstrate compliance with these conditions of approval (including compliance with commitments made in plans) in the approval holder's possession, or that are within the approval holder's power to obtain lawfully.

Compliance report means a written report of compliance with, and fulfilment of, these conditions (including compliance with commitments made in plans).

Construction means:

- the erection of a building or structure that is, or is to be, fixed to the ground and wholly or partially fabricated on-site,
- the alteration, maintenance, repair or demolition of any building or structure,
- any work which involves breaking of the ground (including pile driving) or bulk earthworks,
- the laying of pipes and other prefabricated materials in the ground, and
- any associated excavation work.

Construction does not include the installation of temporary structures, fences, bollards, barriers or signage. Construction does not include conducting archaeological surveys or Early Works.

Department means the Australian Government agency responsible for administering the EPBC Act.

Early Works means works associated with site establishment, basement excavation, removal of the southern and eastern canopies of the Franklin Street Stores, formation of

Department of Climate Change, Energy, the Environment and Water

11

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL
DECISIONS

12 of 15

the perimeter basement retention structure and piling for the Towers, and the provision for future service connections.

Environmental Management Plan Guidelines means the Environmental Management Plan Guidelines, Commonwealth of Australia 2024.

EPBC Act means the Environment Protection and Biodiversity Conservation Act 1999 (Cth).

EPBC Act Regulations means the Environment Protection and Biodiversity Conservation Regulations 2000 (Cth).

Final Public Environment Report means the finalised Public Environment Report for the action under the assessment under Part 8 of the EPBC Act.

Footprint means the extent of fully enclosed buildings and the tower structures at ground level.

Franklin Street Stores means the QVM buildings located along the southern edge of QVM to be restored and adapted by the Action, represented in Appendix A by the two grey zones separately labelled 'FSS' and conjunctively labelled 'Franklin Street Stores'.

Harm means to cause any measurable direct or indirect disturbance or deleterious change as a result of any activity associated with the Action.

Heritage Place Boundary is the boundary of QVM is specified in the Notice of inclusion in the National Heritage List, and represented in the map published on the department's website by the red line designated 'Final boundary' at:

https://www.dcceew.gov.au/sites/default/files/env/pages/925b5fcb-86dc-46b9-bcdb-08a0fbc90e33/files/queen-victoria-market-location-map.pdf

Incident means any:

- event which has the potential to, or does, harm any protected matter,
- potential non-compliance with these conditions, including the administrative requirements,
- actual non-compliance with these conditions, including the administrative requirements,
- potential non-compliance with one or more commitment made in a plan, and/or
- actual non-compliance with one or more commitment made in a plan.

Independent audit means an audit, conducted by an independent auditor, of compliance with and fulfilment of these conditions and the commitments made in plans, objectively evaluated against the audit criteria developed by the independent auditor, in accordance

Department of Climate Change, Energy, the Environment and Water

12

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

DCCEEWM

13 of 15

with the Independent Audit and Audit Report Guidelines to the extent that the Independent Audit and Audit Report Guidelines are consistent with these conditions.

Independent Audit and Audit Report Guidelines means the Environment Protection and Biodiversity Conservation Act 1999 Independent Audit and Audit Report Guidelines, Commonwealth of Australia 2019.

Independent auditor means a person, or firm, who:

- does not have any individual, financial*, employment* or family affiliation or any conflicting interests with the Action, the approval holder or the approval holder's staff, representatives, or associated persons,
has demonstrated experience in undertaking government-regulated environmental compliance audits, and
holds relevant professional qualifications and accreditations.

*Other than for the purpose of undertaking the role for which the person, or firm, is required.

Jornung-Biik Laneway means the proposed new laneway, to be an east-west public lane known as Jornung-Biik which is to be located between Towers 1 and 2 and the Franklin Street Stores.

Market Square means the public open space to be delivered by the Action, represented in Appendix A by the zone shaded green and labelled 'Market Square'.

Minister means the Australian Government Minister administering the EPBC Act, including any delegate thereof.

Old Melbourne Cemetery means the former cemetery represented in Appendix A by the area enclosed by the hashed blue line and labelled 'Old Melbourne Cemetery'.

Plan means any action management plan or strategy that the approval holder is required by these conditions to implement.

Podium means the lower portion of a tower.

Protected matter means a matter protected under a controlling provision in Part 3 of the EPBC Act for which this approval has effect.

Queens Corner Building means the low-rise civic building to be delivered by the Action, represented in Appendix A by the zone shaded yellow and labelled 'Queens Corner Building'.

QVM means the National Heritage listed place Queen Victoria Market, included in the National Heritage List on 23 July 2018.

Department of Climate Change, Energy, the Environment and Water

13

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL Document 8

14 of 15

Shapefile means location and attribute information about the Action provided in an Esri shapefile format containing:

- '.shp', '.shx', '.dbf' files,
- a '.prj' file which specifies the projection or geographic coordinate system used, and
- an '.xml' metadata file that describes the shapefile for discovery and identification purposes.

Tower 2 podium means all levels of Tower 2 below level 5, inclusive of the ground floor and mezzanine.

Towers means Towers 1, 2 and 3 which are proposed to be constructed in the areas shaded blue and labelled Tower 1, Tower 2 and Tower 3 in Appendix A.

Website means a set of related web pages located under a single domain name attributed to the approval holder and available to the public.

# Appendix A

A: Action Area Map

Department of Climate Change, Energy, the Environment and Water

14

OFFICIAL

Released by DCCEEW under FOI Act 1982

LEX-83117

OFFICIAL Document 3

15 of 15

Action Area Map
Project Map

![img-9.jpeg](img-9.jpeg)

Department of Climate Change, Energy, the Environment and Water

15

OFFICIAL

Released by DCCEEW under FOI Act 1982