REGION GROUP — Capital/Financing Update 2017

Jan 29, 2017

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SCA Property Group being Shopping Centres Australasia Property Group RE Limited (SCA RE) as responsible entity of Shopping Centres Australasia Property Management Trust (SCA MT) and Shopping Centres Australasia Property Retail Trust (SCA RT)

ABN

SCA RE: ABN 47 158 809 851

SCA MT: ARSN 160 612 626

SCA RT: ARSN 160 612 788

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 ⁺Class of +securities issued or to be issued

Fully paid ordinary stapled securities.

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

8,616,851 stapled securities

3472-5213-3892v1

⁺ See chapter 19 for defined terms.

	+securities (e.g. if options, exercise price and expiry date; if +securities, partly paid the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Property Group (each comprising one unit in SCA MT and one unit in SCA RT).
4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?	Yes.
	If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	\$2.18
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Securities were issued under the terms of the distribution reinvestment plan for the distribution for the half year ended 31 December 2016

Fully paid ordinary stapled securities in SCA

3 Principal terms of the

• 3472-5213-3892v1 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 3 subject of this Appendix 3B, and comply with section 6i resolution under rule 7.1A was passed without security holder approval under rule 7.1 with security holder approval under rule 7.1A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) under an exception in rule 7.2 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation. rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? No.

If Yes, complete sections 6b – 6h in relation to the +securities the

• 6b The date the security holder
• 6c Number of +securities issued
• 6d Number of +securities issued
• 6e Number of +securities issued
• 6f Number of +securities issued
• 6h If +securities were issued under
• 6i Calculate the entity's remaining

Not applicable.

Not applicable.

Not applicable.

Not applicable.

8,616,851 stapled securities

Not applicable.

Not applicable.

Not applicable.

7 ⁺Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

• 9 Number and ⁺class of all ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

There is no change in the distribution policy.

Part 2 - Pro rata issue

11	Is security holder approval required?	Not applicable.
12	Is the issue renounceable or non renounceable?	Not applicable.
13	Ratio in which the +securities will be offered	Not applicable.
14	+Class of +securities to which the offer relates	Not applicable.

30 January 2017

734,135,338

8,616,851

742,752,189

Number ⁺Class

Number ⁺Class

Nil Nil

Fully paid ordinary stapled securities.

Closing ordinary stapled securities

DRP

balance

15	+Record date to determine entitlements	Not applicable.
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable.
17	Policy for deciding entitlements in relation to fractions	Not applicable.
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable.
19	Closing date for receipt of	Not applicable.
20	acceptances or renunciations Names of any underwriters	Not applicable.
21	Amount of any underwriting fee or commission	Not applicable.
22	Names of any brokers to the issue	Not applicable.
23	Fee or commission payable to	Not applicable.
	the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not applicable.
25	If the issue is contingent on security holders' approval, the date of the meeting	Not applicable.
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not applicable.

3472-5213-3892v1

⁺ See chapter 19 for defined terms.

27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable.
28	Date rights trading will begin (if applicable)	Not applicable.
29	Date rights trading will end (if applicable)	Not applicable.
30	How do security holders sell their entitlements in full through a broker?	Not applicable.
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable.
32	How do security holders dispose of their entitlements (except by sale through a broker)?	Not applicable.
33	+Issue date	Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of ⁺securities (tick one)
• (a) ⁺Securities described in Part 1
• (b) All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
36	If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37	A copy of any trust deed for the additional +securities Entities that have ticked box 34(b)
38	Number of +securities for which Not applicable. +quotation is sought
39	+Class of +securities for which Not applicable. quotation is sought
40	Do the +securities rank equally in Not applicable. all respects from the +issue date with an existing +class of quoted +securities?
	If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation Not applicable. now Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another +security, clearly identify that other +security)

^{3472-5213-3892}v1 + See chapter 19 for defined terms.

	Number	+Class
+class 42 Number and of +securities quoted on ASX (including the +securities in clause 38)	Not applicable. all	Not applicable.

Quotation agreement

• 1 ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• 2 We warrant the following to ASX.
• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted ⁺quotation.
• An offer of the ⁺ securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the ⁺securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	(Director/Company secretary)	Date: 30 January 2017

Print name: Mark John Lamb

Appendix 3B – Annexure 1

== == == == ==

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	Not applicable.
Add the following:
Number of fully paid +ordinary securities • issued in that 12 month period under an exception in rule 7.2	Not applicable.
Number of fully paid +ordinary securities • issued in that 12 month period with shareholder approval
Number of partly paid +ordinary • securities that became fully paid in that 12 month period
Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid +ordinary	Not applicable.

3472-5213-3892v1

• See chapter 19 for defined terms.

securities cancelled during that 12 month period
"A"

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	Not applicable.
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:	Not applicable.
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
"C"	Not applicable.
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	Not applicable.
Note: number must be same as shown in Step 2
Subtract "C"	Not applicable.
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	Not applicable.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"	Not applicable.
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	Not applicable.
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Not applicable.
Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
"E"	Not applicable.

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10	Not applicable.
Note: number must be same as shown in Step 2
Subtract "E"	Not applicable.
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	Not applicable.Note: this is the remaining placement capacity under rule 7.1A