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REGION GROUP Capital/Financing Update 2018

Aug 8, 2018

65695_rns_2018-08-08_2a750235-c2af-4b41-8cd4-6303c8022539.pdf

Capital/Financing Update

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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 tobe issued Fully paid ordinary stapled securities.
2 Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued 1,116,553stapled securities
3 Principal terms of the +securities(e.g. if options, exercise price andexpiry date; if partly paid+securities, the amount outstandingand due dates for payment; if+convertible securities, theconversion price and dates forconversion) Fully paid ordinary stapled securities inSCA Property Group (each comprising oneunit in SCA MT and one unit in SCA RT).

+ See chapter 19 for defined terms.

4 Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities? Yes.
If the additional +securities do notrank equally, please state:the date from which they dothe extent to which theyparticipate for the nextdividend, (in the case of a trust,distribution) or interestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5 Issue price or consideration Nil
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearlyidentify those assets) (a)Vesting of FY15 long term incentiverights granted pursuant to theExecutive Incentive Plan to eligibleemployees and Messrs Mellowesand Fleming; and
(b)Vesting of FY16 short termincentive rights granted pursuant tothe Executive Incentive Plan to

Messrs Mellowes and Fleming.

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

  • 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

No.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

1,116,553 stapled securities

Not applicable.

Not applicable.

Not applicable.

13019193/1

+ See chapter 19 for defined terms.

7 +Issue dates 9 August 2018
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 rataentitlement issue must comply with the applicabletimetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number +Class
8 Number and +class of all+securities quoted on ASX(including the +securities in section 749,154,435 Fully paid ordinarysecurities
2 if applicable) 926,490 FY15 long termincentive rights issuedpursuant to ExecutiveIncentive Plan
190,063 FY16 short termincentive rights issuedpursuant to ExecutiveIncentive Plan
750,270,988 Closing ordinarystapled security balance
Number +Class
9 Number and +class of all+securities not quoted on ASX(including the +securities in section2 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 Is security holder approval required?
  • 12 Is the issue renounceable or nonrenounceable?
  • 13 Ratio in which the +securities will be offered

Not applicable.

Not applicable.

Not applicable.

14 +Class of +securities to which theoffer relates Not applicable.
15 +Record date to determineentitlements Not applicable.
16 Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? Not applicable.
17 Policy for deciding entitlements inrelation to fractions Not applicable.
18 Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. Not applicable.
19 Closing date for receipt ofacceptances or renunciations Not applicable.
20 Names of any underwriters Not applicable.
21 Amount of any underwriting fee orcommission Not applicable.
22 Names of any brokers to the issue Not applicable.
23 Fee or commission payable to thebroker to the issue Not applicable.
24 Amount of any handling fee payableto brokers who lodge acceptancesor renunciations on behalf ofsecurity holders Not applicable.
25 If the issue is contingent on securityholders' approval, the date of themeeting Not applicable.
26 Date entitlement and acceptanceform and offer documents will besent to persons entitled Not applicable.

+ See chapter 19 for defined terms.

27 If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices 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 sell theirentitlements in full through abroker? Not applicable.
31 How do security holders sell part oftheir entitlements through a brokerand accept for the balance? Not applicable.
32 How do security holders dispose oftheir entitlements (except by salethrough 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

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+quotation is sought Not applicable.
39 +Class of +securities for whichquotation is sought Not applicable.
40 Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do notrank equally, please state:the date from which they dothe extent to which theyparticipate for the next dividend,(in the case of a trust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment Not applicable.
41 Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother +security, clearly identifythat other +security) Not applicable.

Number +Class

13019193/1

+ See chapter 19 for defined terms.

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

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: 9 August 2018 (Director/Company secretary)

Print name: Mark John Lamb

== == == == ==

13019193/1

+ 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 is calculated
Insert number of fully paid +ordinarysecurities 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 anexception in rule 7.2 Not applicable.
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"
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 Not applicable.
Step 3: Calculate "C", the amount of placement capacityunder 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 7.4 Not applicable.
Note:•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
"C" Not applicable.
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 Not applicable.
Not applicable.
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 iscalculated
"A" Not applicable.

13019193/1

+ 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 7.1A Not applicable.
Notes:•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
"E" Not applicable.

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 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