REGION GROUP — Capital/Financing Update 2018

Dec 19, 2018

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

10,444 stapled securities

3	Principal terms of the +securities(e.g.if options, exercise priceand expiry date; if partly paid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	FullypaidordinarysecuritiesinSCAProperty Group (each comprising one unitin SCA MT and one unit in SCA RT).
4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?	Yes.
	If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment
	the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$2.6770 per stapled security.
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Employee Incentive Scheme
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	No.
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i

+ See chapter 19 for defined terms.

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued 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.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

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.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

137,225,138

20 December 2018

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	914,988,749	Fully paid ordinarystapled securities.
		10,444	SecuritiesissuedpursuanttoExecutiveIncentivePlan
		914,999,193	Closingordinarystapledsecuritiesbalance

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	Nil	Nil

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	Issecurityholderapprovalrequired?	Not applicable.
12	Is the issue renounceable or nonrenounceable?	Not applicable.
13	Ratio in which the +securitieswill be offered	Not applicable.
14	+Class of +securities to which theoffer relates	Not applicable.
15	+Recorddatetodetermineentitlements	Not applicable.

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+ See chapter 19 for defined terms.

16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Not applicable.
17	Policy for deciding entitlementsin relation to fractions	Not applicable.
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	Not applicable.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	Not applicable.
20	Names of any underwriters	Not applicable.
21	Amount of any underwriting feeor commission	Not applicable.
22	Names of any brokers to theissue	Not applicable.
23	Fee or commission payable to thebroker to the issue	Not applicable.
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	Not applicable.
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	Not applicable.
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	Not applicable.
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Not applicable.

28	Date rights trading will begin (ifapplicable)	Not applicable.
29	Date rights trading will end (ifapplicable)	Not applicable.
30	How do security holders selltheir entitlements in full througha broker?	Not applicable.
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	Not applicable.
32	How do security holders disposeof their entitlements (except bysale through a broker)?	Not applicable.
33	+Issuedate	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

+ See chapter 19 for defined terms.

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+quotation is sought	Not applicable.
39	+Class of +securities for whichquotation is sought	Not applicable.
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	Not applicable.
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identify	Not applicable.
	that other +security)	Number	+Class

+class42Numberandofall+securitiesquotedonASX(including the +securities in clause38)	Not applicable.	Not applicable.
---------------------------------------------------------------------------------------------------------------------------------	-----------------	-----------------

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+ See chapter 19 for defined terms.

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: ........................................................... Date: 20 December 2018 (Director/Company secretary)

Print name: Mark John Lamb.................................

== == == == ==

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+ See chapter 19 for defined terms.

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 iscalculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	746,277,618
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	168,700,061
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Not applicable.
"A"	914,977,679

Step 2: Calculate 15% of "A"
"B"	0.15

+ See chapter 19 for defined terms.

	[Note: this value cannot be changed]
Multiply "A" by 0.15	137,246,652
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	21,514
"C"

placement capacity under rule 7.1

"A" x 0.15	137,246,652
Note: number must be same as shown inStep 2
Subtract "C"	21,514
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	137,225,138 [Note: this is the remainingplacement capacity under rule 7.1]

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.

+ See chapter 19 for defined terms.

Note: number must be same as shown inStep 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 hasalready been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	Not applicable.
"E"	Not applicable.

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+ See chapter 19 for defined terms.

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

3469-9269-7868v1

+ See chapter 19 for defined terms.