REGION GROUP — Annual Report 2021

Aug 16, 2021

Appendix 4E Preliminary Final Report

APPENDIX 4E - Results for announcement to the market

Full Year Report

For the year ended 30 June 2021

Name of Entity: Shopping Centres Australasia Property Group (SCA Property Group)

Shopping Centres Australasia Property Group comprises Shopping Centres Australasia Property Management Trust ARSN 160 612 626 (Management Trust) and Shopping Centres Australasia Property Retail Trust ARSN 160 612 788 (Retail Trust). The Responsible Entity of Shopping Centres Australasia Property Trust and Shopping Centres Australasia Property Retail Trust is Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603)

For the year ended	30 June 2021 $m	30 June 2020 $m	Variance
Revenue from ordinary activities ($m)	294.4	292.4	0.7%
Profit from ordinary activities after tax attributable to members ($m)	462.9	85.5	441.4%
Net profit for the period attributable to members ($m)	462.9	85.5	441.4%
Funds from Operations (FFO)1($m)	159.0	140.8	12.9%
For the year ended	30 June 2021	30 June 2020	Variance
Basic earnings per security (cents per unit)	43.0	8.9	383.1%
Weighted average FFO per security1(cents per unit)	14.76	14.65	0.8%

Distributions

Distributions
For the year 1 July 2020 to 30 June 2021	Record date	Amount per unit	Franked amount per unit
Final distribution Interim distribution	30 June 2021 31 December 2020	6.70 cents 5.70 cents	0.0 cents 0.0 cents
The total distribution per stapled unit is 12.40 cents. The Final distribution of 6.70 cents was declared on 9 June 2021 and will be paid on or about 31 August 2021. The Interim distribution of 5.70 cents was declared on 10 December 2020 andpaid on 29 January2021.

Net Tangible Assets

Net Tangible Assets
For the year ended	30 June 2021	30 June 2020	Variance
Net tangible asset backing per stapled unit ($ per stapled unit)	2.52	2.22	13.5%

Notes:

1. The Group reports net profit attributable to members in accordance with Australian Accounting Standards (AAS). Funds from operations (FFO) is a non-AAS measure that represents the Directors’ view of underlying earnings from ongoing operating activities for the period, being statutory net profit/loss after tax adjusted to exclude certain items including unrealised gains and losses and non recurring items.

Page 1 of 2

Details of entities over which control has been gained or lost during the period:

During the year Shopping Centres Australasia Property Agent Pty Ltd was formed. SCA Property Group owns 100% of this entity. Refer to attached Financial Report, note 29.

Details of any associates and Joint Venture entities required to be disclosed:

During the year SCA Unlisted Retail Fund 1 and SCA Unlisted Retail Fund 2 were wound up. SCA Property Group had a 24.4% and 28.6% interest in these entities respectively. SCA Property Group has a 26.2% in SCA Unlisted Retail Fund 3. Refer to attached Financial Report, note 14.

Audit

The accounts have been audited with an unqualified audit opinion. Refer to attached Financial Report.

Distribution Reinvestment Plan (DRP)

The Group has a Distribution Reinvestment Plan (DRP) under which unitholders may elect to have all or part of their distribution entitlements satisfied by the issue of new units rather than being paid in cash. The DRP applied both to the Interim distribution and the Final distribution. The issue price was calculated as the arithmetic average of the daily volume weighted average price of all sales of Stapled Units sold through a Normal Trade recorded on ASX for the first 10 ASX Trading Days following the business day after the record date, less 1.0% (1.0% being the Board approved DRP discount for this distribution) and rounded to the nearest whole cent. Additional details are below.

Interim distribution: The DRP applied to the Interim distribution for the half year ended 31 December 2020, paid on 29 January 2021. The cut-off for electing to participate or change an existing election to participate in the DRP was 5.00pm on 4 January 2021.

Final distribution: The DRP applied to the Final distribution for the year ended 30 June 2021, to be paid on or about 31 August 2021. The cut-off for electing to participate or change an existing election to participate in the DRP was 5.00pm on 1 July 2021.

Other significant information and commentary on results including a brief explanation of the figures above

See attached ASX announcement and materials referred to below.

For all other information required by Appendix 4E including a results commentary, please refer to the following attached documents:

• Directors’ Report, including the Remuneration Report

• Financial Report

• Results presentation

Erica Rees Company Secretary 16 August 2021

Page 2 of 2

==> picture [346 x 89] intentionally omitted <==

Shopping Centres Australasia Property Group

Financial Report For the year ended 30 June 2021

Shopping Centres Australasia Property Group comprises the stapled securities in Shopping Centres Australasia Property Management Trust (ARSN 160 612 626), Shopping Centres Australasia Property Retail Trust (ARSN 160 612 788) and their controlled entities.

Shopping Centres Australasia Property Group has been formed by the stapling of the securities in two Australian managed investment schemes, Shopping Centres Australasia Property Management Trust (ARSN 160 612 626) and Shopping Centres Australasia Property Retail Trust (ARSN 160 612 788). Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603) is the Responsible Entity of both schemes and is incorporated and domiciled in Australia.

Contents

• 1 Directors’ Report

• 15 Remuneration Report (forms part of the Directors’ Report)

• 41 Auditors Independence Declaration

• 42 Consolidated Financial Statements

• 46 Notes to the Financial Statements

• 83 Directors’ Declaration

• 84 Independent Auditors Report

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

Directors’ Report

Shopping Centres Australasia Property Group (SCA Property Group (SCP or SCA) or the Group) comprises the stapled securities in two Trusts, Shopping Centres Australasia Property Management Trust (Management Trust) and Shopping Centres Australasia Property Retail Trust (Retail Trust) (collectively the Trusts) and their controlled entities.

The Responsible Entity for the Trusts is Shopping Centres Australasia Property Group RE Limited, which presents its report together with the Trusts’ Financial Reports for the year ended 30 June 2021 and the auditor’s report thereon.

The Directors’ Report is a combined Directors’ Report that covers the Trusts. The financial information for the Group is taken from the Consolidated Financial Reports and notes.

1. Directors

The Directors of the Responsible Entity at any time during or since the end of the financial year are:

Mr Philip Marcus Clark AO (appointed 19 September 2012)

Chairman and Non-Executive Director

Independent: Yes. Other listed None. Directorships held in last 3 years: Special Member and from 14 July 2021 Chair of Nomination Committee and Member of the Audit Risk responsibilities and Management and Compliance Committee. other positions held: Other positions currently held, unrelated to the Group, include member of the JP Morgan Australia Advisory Council and Council of Charles Sturt University. Chair of a number of government and private boards including: Australian Antarctic Science Council, NSW Skills Board, Trustees of the Royal Botanic Gardens & Domain Trust and NSW Public Purpose Fund. Director of Food Agility Cooperative Research Centre and Consultant to FTI Consulting.

• Other Experience: Mr Clark was the Managing Partner of the law firm Minter Ellison from 1995 to 2005. Prior to joining Minter Ellison, Mr Clark was a Director and Head of Corporate with ABN Amro Australia, and prior to that he was the Managing Partner of the law firm Mallesons Stephen Jaques for 16 years. Mr Clark has been a Director of several listed AREITs (including most recently Ingenia until December 2017) and Chair and NonExecutive Director of Hunter Hall Global Value Limited (July 2013 to December 2015).

Mr Clark brings specific skills in the following areas:

• M & A and capital markets

• • Audit, risk management and compliance • Corporate governance • Real estate, including property management, portfolio and investment management, asset management and funds management

• • Remuneration • Workplace health and safety • Stakeholder engagement

Qualifications: BA, LLB, and MBA (Columbia University).

1

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

Mr Steven Crane (appointed 13 December 2018)

Non-Executive Director and Deputy Chair

Independent:	Yes.
Other listed	Chair and Non-Executive Director of nib holdings limited (Non-Executive Director from September 2010
Directorships held in	and Chair from October 2011 to July 2021) and Non-Executive Director of APA Group (comprising
last 3 years:	Australian Pipeline Trust and APT Investment Trust) (January 2011 to current).
Special	Chair of Remuneration Committee, and Member of Nomination Committee and Investment Committee.
responsibilities and
other positions held:	Other positions currently held unrelated to the Group includes Chairman of Taronga Conservation Society
	Australia Board (until June 2021) and Global Value Technology Limited.
Other Experience:	Mr Crane has held a number of other positions unrelated to the Group include Non-Executive Director of
	Bank of Queensland (2008-2015), Non-Executive Director of Transfield Services (2008-2015), Non-
	Executive Director of APA Ethane Limited (2008-2011), Trustee of Australian Reward Investment Alliance
	(2007-2009), Chair of Adelaide Managed Funds Limited (2006-2008), Chair of Investa Property Group
	(2006-2007), Non-Executive Director of Adelaide Bank (2005-2007), Non-Executive Director of Foodland
	Associated (2003-2005), Deputy Chair of Australian Chamber Orchestra and Director of Sunnyfield
	Association.
	Mr Crane brings specific skills in the following areas:
	• Funds management
	• Investment banking including M & A and capital markets
	• Finance and accounting including audit
	• Remuneration
	• Stakeholder engagement

Qualifications: BComm, FAICD, SF Fin.

Dr Kirstin Ferguson (appointed 1 January 2015 – resigning 17 August 2021)

Non-Executive Director

Independent: Yes.

Other listed Non-Executive Director of PEXA Group (June 2021 to date) and Non-Executive Director of EML Directorships held in Payments Limited (February 2018 to July 2021). last 3 years: Special Chair of Nomination Committee until 14 July 2021, Member of Audit, Risk Management and Compliance responsibilities and Committee, and Member of Remuneration Committee. other positions held: Other positions currently held unrelated to the Group include Non-Executive Director to Envato Pty Limited.

Other experience: Dr Ferguson is an experienced Non-Executive Director on ASX100, ASX200, government, not-for-profit and significant private company boards. Dr Ferguson has a PhD in corporate culture and governance from QUT Business School where she is also an Adjunct Professor (April 2015 to date). Dr Ferguson has held roles on the boards of significant unlisted entities such as Deputy Chair of the Australian Broadcasting Corporation and was formerly the global CEO of the workplace health and safety organisation, Sentis Pty Limited, and Director Corporate Services at Deacons (now Norton Rose Fulbright). Dr Ferguson has listed company experience including roles as a Non-Executive Director of CIMIC Group Limited (July 2014 to November 2016) and Dart Energy Limited (November 2012 to March 2013), as well as board roles with SunWater Limited (October 2008 to August 2015), the Queensland Rugby Union (April 2011 to April 2013) and Queensland Theatre Company (May 2013 to May 2016). Dr Ferguson was also the Independent Chair of the Thiess Advisory Board (February 2013 to June 2014). Dr Ferguson is also the creator of the global, online #CelebratingWomen campaign and co-author of Women Kind and was a Non-Executive Director of the Layne Beachley Aim for the Stars Foundation (2016 to 2019), Non-Executive Director of the Australian Broadcasting Corporation (November 2015 to November 2020) and Non-Executive Director of Hyne & Sons Pty Limited (August 2013 to April 2021).

Dr Ferguson brings specific skills in the following areas:

• Remuneration

• Organisational culture

• • Diversity

• Risk and compliance

2

Shopping Centres Australasia Property Group Directors’ Report

For the year ended 30 June 2021

• Workplace health and safety • Stakeholder engagement • Social media

Qualifications: PhD, LLB (Honours), BA (Honours), FAICD and a member of Chief Executive Women.

Ms Beth Laughton (appointed 13 December 2018)

Non-Executive Director

Independent: Yes.

Other listed Director of JB Hi-Fi Limited (May 2011 to current). Directorships held in last 3 years:

Special Chair of the Audit, Risk Management and Compliance Committee (from 1 October 2020) and Member of responsibilities and the Remuneration Committee and Nomination Committee. other positions held: Other positions currently held unrelated to the Group include Non-Executive Director of GPT Funds Management Limited.

Other Experience: Ms Laughton began her career with Peat, Marwick, Mitchell (now KPMG) in audit and then spent 25 years advising companies in mergers and acquisitions, valuations and equity capital markets. She has worked at senior levels with Ord Minnett Corporate Finance (now JP Morgan), TMT Partners and Wilson HTM, advising companies in a range of industries including, property, retail and the information, communication and media sectors. She has held a number of other positions unrelated to the Group including a Member of Defence SA’s Advisory Board (2007-2016), Non-Executive Director of the Co-operative Research Centre for Contamination, Assessment, Remediation of the Environment (2012-2014), Non-Executive Director of Australand Property Group (2012-2014), and Director of Sydney Ferries (2004-2010).

Ms Laughton brings specific skills in the following areas:

• Property investment and funds management

• • M & A and equity capital markets

• Finance and accounting

• • Corporate governance • Retail

• Remuneration

• • Audit and risk management

Qualifications: BEcon, FCA and FAICD.

Ms Belinda Robson (appointed 27 September 2012)

Non-Executive Director

Independent: Yes. Other listed None. Directorships held in last 3 years:

Special responsibilities Chair of the Investment Committee and Member of the Remuneration Committee, and Nomination and other positions Committee. held: Other positions currently held unrelated to the Group include Non-Executive Director of GPT Funds Management Limited and Non-Executive Director of several Lendlease Asian Retail Investment Funds. Other experience: Ms Robson is an experienced real estate executive and people leader, having previously worked with Lendlease Group for nearly 30 years in a range of roles including as Fund Manager of Australian Prime Property Retail Fund (APPF Retail) (APPF Retail is managed by the Lendlease Group).

Ms Robson brings specific skills in the following areas:

• Real estate, in particular retail assets, spanning all aspects of real estate including property and development management, portfolio and investment management, asset management and funds management

• Retail industry, investor and consumer sentiment experience and the way in which retail formats should and can evolve to capitalise on sector opportunities

• • M & A and capital markets

3

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

• Corporate governance

• • Remuneration • International experience

Qualifications:

BComm (Honours).

Mr Philip Redmond (appointed 26 September 2012 – resigned 30 September 2020)

Non-Executive Director

Independent: Yes. Other listed None. Directorships held in last 3 years: Special responsibilities Up until the date of resignation Chair of Audit, Risk Management and Compliance Committee, and Member and other positions of Nomination Committee and Investment Committee. held: Other experience: Mr Redmond has over 30 years of experience in the real estate industry including over five years with AMP’s real estate team and over 12 years with the investment bank UBS in various roles including as Managing Director - Head of Real Estate Australasia. In addition, Mr Redmond has been a Non-Executive Director for a number of responsible entities in the listed A-REIT sector including most recently Non-Executive Director Galileo Funds Management Limited the Responsible Entity for Galileo Japan Trust (2006 to October 2016). Mr Redmond brings specific skills in the following areas:

	•	Real estate, including property and development management, portfolio and investment
		management, asset management and funds management
	•	Investment banking and corporate finance
	•	M&A and capital markets
	•	Equity placements and entitlement offers
	•	Real estate valuations
	•	Development of strategy and policy for real estate investment funds
	•	Risk management
	•	International real estate investment
Qualifications:	Bachelor	of Applied Science (Valuation), Master of Business Administration (AGSM) and MAICD.

Mr Anthony Mellowes (appointed Executive Director 2 October 2012)

Executive Director and CEO

Independent: No. Other listed None. Directorships held in last 3 years: Special responsibilities In addition to be being an Executive Director and Chief Executive Officer (CEO), Mr Mellowes is a Member and other positions of the Investment Committee and is an Executive Director of SCA Unlisted Retail Fund RE Limited. held: Other positions currently held unrelated to the Group include Director of Shopping Centre Council of Australia. Other experience: Mr Mellowes is an experienced property executive. Prior to joining SCA Property Group as an Executive Director, Mr Mellowes worked at Woolworths Limited from 2002 to 2012 and held a number of senior property related roles including Head of Asset Management and Group Property Operations Manager. Prior to Woolworths Limited, Mr Mellowes worked for Lendlease Group and Westfield Limited. Mr Mellowes was appointed Chief Executive Officer of SCA Property Group on 16 May 2013 after previously acting as interim Chief Executive Officer. Mr Mellowes was a key member of the Woolworths Limited team which created SCA Property Group. Mr Mellowes brings specific skills in the following areas:

• Real estate, in particular retail assets, spanning all aspects of real estate including property and development management, portfolio and investment management and funds management

• • Retail experience spanning all retail asset classes

4

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

• M&A and capital markets

• • Equity placements

Qualifications: Bachelor of Financial Administration and completion of Macquarie Graduate School of Management’s Strategic Management Program.

Mr Mark Fleming (appointed CFO 20 August 2013, appointed Executive Director 26 May 2015)

Executive Director and CFO

Independent: No. Other listed None. Directorships held in last 3 years:

Special responsibilities In addition to being an Executive Director and CFO, Mr Fleming is a Member of the Investment and other positions Committee and was an alternative Executive Director of SCA Unlisted Retail Fund RE Limited for Mr held: Mellowes (October 2015 to February 2021). Other positions currently held unrelated to the Group include Trustee of the Royal Botanical Gardens & Domain Trust.

Other experience: Mr Fleming was CFO of Treasury Wine Estates from 2011 to 2013. Mr Fleming worked at Woolworths Limited from 2003 to 2011, firstly as General Manager Corporate Finance, and then as General Manager Supermarket Finance. Prior to Woolworths Limited, Mr Fleming worked in investment banking at UBS, Goldman Sachs and Bankers Trust.

Mr Fleming brings specific skills in the following areas:

• Investment banking, M&A, capital markets, strategy, and corporate finance

• • Capital management, including debt, derivatives and equity raising • Retail industry expertise across a range of retail categories including supermarkets and experience in fast moving consumer goods

• • Real estate expertise, particularly in retail asset classes, including valuations and funds management

• • Listed company CFO experience, including treasury, tax, accounting/financial control/audit, corporate governance/risk management/compliance, stakeholder engagement/investor relations

• Qualifications: LLB, B.Econ (First Class Honours), CPA.

Company Secretaries

Ms Erica Rees (appointed 5 February 2020)

Senior Legal Counsel and Company Secretary

Experience: Ms Rees is an experienced funds and property lawyer with over 15 years’ experience in legal practice including property transactions, property developments, leasing, funds management, corporate and debt. Ms Rees joined SCA in late 2012 and was previously a Senior Associate in a national law firm. Ms Rees is a Company Secretary for the Group and SCA Unlisted Retail Fund RE Limited which is the Responsible Entity for SCA’s funds management business.

Qualifications: BA LLB (Hons), AGIA, ACIS.

5

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

Mr Mark Lamb (appointed 26 September 2012 - resigned as Company Secretary 31 December 2020)

General Counsel and Company Secretary

Experience: Mr Lamb is an experienced transactional and corporate lawyer with over 20 years’ experience in private practice and 10 years as a Partner of Corrs Chambers Westgarth (and subsequently Herbert Geer). Subsequently Mr Lamb has 12 years experience in the listed sector including as General Counsel and Company Secretary of ING Real Estate, prior to joining SCA.

Mr Lamb has extensive experience in retail shopping centre developments, acquisitions, sales and major leasing transactions having acted for various REITs and public companies during his career. Qualifications: LLB.

Directors’ relevant interests

The relevant interest of each Director in ordinary stapled securities in the Group at the date of signing of this report are shown below.

elow.
Director	Number of stapled		Net movement	Number of stapled	Number of unvested
	securities at	30 June	increase / (decrease)	securities at date of	performance rights at
	2020			this report	date of this report
P Clark		201,094	-	201,094	-
S Crane		88,888	32,000	120,888	-
K Ferguson		35,069	1,641	36,710	-
B Laughton		18,331	5,343	23,674	-
P Redmond1		87,853	(87,853)	-	-
B Robson		62,495	-	62,495	-
A Mellowes		926,831	74,346	1,001,177	1,595,282
M Fleming		208,779	100,000	308,779	752,494

1 P Redmond resigned on 30 September 2020 and therefore the number of stapled securities are shown as nil at the date of this report.

Directors’ attendance at meetings

The number of Directors’ meetings, including meetings of committees of the Board of Directors, held during the year and the number of those meetings attended by each of the Directors at the time they held office are shown below.

Number of meetings held	Number
Board of Directors (Board)	20
Audit, Risk Management and Compliance Committee (ARMCC)	7
Remuneration Committee (Remuneration)	7
Nomination Committee (Nomination)	2
Investment Committee (Investment)	8

	Board	Board		ARMCC			Remuneration	Remuneration	Nomination	Nomination	Nomination	Investment	Investment	Investment
Director	A	B	A	B	C	A	B	C	A	B	C	A	B	C
P Clark	20	20	7	7	-	-	-	7	2	2	-	-	-	4
S Crane	20	20	-	-	5	7	7	-	2	2	-	8	8	-
K Ferguson	20	20	7	7	-	7	7	-	2	2	-	-	-	3
B Laughton	20	20	7	7	-	7	7	-	2	2	-	-	-	5
P Redmond	8	8	3	3	-	-	-	3	-	-	-	2	2	-
B Robson	20	20	-	-	6	7	7	-	2	2	-	8	8	-
A Mellowes	20	19	-	-	6	-	-	7	-	-	2	8	8	-
M Fleming	20	19	-	-	7	-	-	6	-	-	2	8	8	-

A: Number of meetings held while a member of the Board or a member of the committee during the year.

B: Number of meetings attended while a member of the Board or a member of the committee during the year.

C: Number of meetings attended as a guest.

6

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

2. Principal activities

The principal activity of the Group during the year was investment in, and management of, shopping centres in Australia. The materials in this document include materials that deal with the operational and financial review. Additional material on these matters is also in the other announcement materials that deal with the results of the Group for the year ended 30 June 2021.

3. Impact of COVID-19

The events relating to COVID-19 have had an adverse impact on both the operations and financial performance of the Group during the current year and prior year. These impacts have included: volatility in the retail sales performance of our tenants; government-imposed trading restrictions on some of our tenants; receipt of State government grants; rental relief for some of our tenants including pursuant to legislation in each state and territory implementing the National Cabinet Mandatory Code of Conduct (“Code of Conduct”) that ended for most of Australia in March 2021 that provided for rental relief for small and medium sized enterprise tenants; higher than normal rental arrears by our speciality tenants; an increase in expenses, (for example extra cleaning and security); rent freezes; increased vacancy; reduced leasing spreads; increased incentives; reduced other income; and due to uncertainty some valuers have included additional disclosure around “material valuation uncertainty”.

The Group remains committed to providing safe, clean and compliant convenience-based shopping centres for our people, shoppers, retailers and service providers through continued focus on safety and wellbeing. This includes applying a conservative safety strategy, structured regular reporting to the Board, training programs for employees and contractors, encouragement of continuous challenge and improvement on safety achievements, outsourced property and facilities management with safety KPI’s, and appropriate insurance (covering workers’ compensation, public liability and property).

The implications of the above on the Consolidated Financial Statements falls broadly into two areas:

• Recording and collecting of rental income: some rental income that was invoiced during the period has not been received. A portion of this unpaid rent has been waived or deferred. A portion of the remaining balance of unpaid rent is not expected to be recovered in a future period and, as such, an expected credit loss provision has been raised for the expected cash shortfall relative to contractual lease payments (“ECL” provision). The full ECL provision is $9.8 million, being $15.3 million that was already recognised at 30 June 2020 less ($5.5) million that has now been released due to improved collections and improved expected collection rates in relation to unpaid rent during the COVID-19 pandemic.

• Fair value through profit or loss of investment properties: this requires assumptions to be made about the future financial performance of the properties and recent market transactional evidence. There are significant judgements and uncertainties relating to both of these assumptions. Since 30 June 2020, the value of investment properties has increased by $354.2 million, of which $27.4 million is directly related to the removal of any allowance for future lost rents a result of the COVID-19 pandemic.

The accounting treatments and key estimates and significant judgements in each of these areas are set out in note 3 of the Consolidated Financial Statements.

4. Property portfolio

The investment portfolio at 30 June 2021 consisted of 92 shopping centres (30 June 2020: 85 shopping centres) valued at $4,000.0 million (30 June 2020: $3,138.2 million). The investment portfolio consists of convenience-based neighbourhood and sub-regional shopping centres with a strong weighting toward non-discretionary retail segments.

Acquisitions and developments

During the year, the Group completed the following property acquisitions for $452.4 million (excluding transaction costs). Details of these properties include:

theseproperties include:
			Settlement	Cost
Property	Type	State	Date	$m
Bakewell Shopping Centre	Neighbourhood	NT	Sep-20	33.0
Auburn Shopping Centre	Neighbourhood	NSW	Dec-20	129.5
Bakewell Petrol Station	Classified as part of Bakewell Shopping Centre	NT	Dec-20	6.4
Greenbank Vacant Land	Classified as part of Greenbank Shopping Centre	QLD	Dec-20	10.0
Cooloola Cove Shopping Centre	Neighbourhood	QLD	Feb-21	18.6
Katoomba Marketplace Shopping Centre	Freestanding	NSW	Feb-21	55.1
Mt Isa Shopping Centre	Neighbourhood	QLD	Apr-21	44.2
Warnbro Petrol Station	Classified as part of Warnbro Shopping Centre	WA	Apr-21	5.1
Marketown East Shopping Centre	Sub-Regional	NSW	Jun-21	82.0
Marketown West ShoppingCentre	Neighbourhood	NSW	Jun-21	68.5
				452.4

7

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

Disposals

The Group sold no properties during the year.

Revaluations

The total value of investment properties at 30 June 2021 was $4,000.0 million (30 June 2020: $3,138.2 million). During the year independent valuations were obtained for more than half of the investment properties in addition to all of the investment properties being internally valued. The weighted average capitalisation rate (cap rate) of the portfolio at 30 June 2021 was 5.90% (30 June 2020: 6.51%).

The change in value of the investment properties during the year was due primarily to acquisitions and the compression of capitalisation rates by 61bps.

5. Funds Management

At 30 June 2021 the Group managed 3 properties valued at $50.2 million for the SCA Unlisted Retail Fund 3 (SURF 3) (30 June 2020: 5 properties valued at $102.6 million).

The last property of SCA Unlisted Retail Fund 1 (SURF 1) was sold during the year ended 30 June 2020 and SURF 1 was wound up on 16 October 2020. During the year, SURF 1 paid a performance fee of $0.5 million (before tax) to the Group in line with the investment management agreement.

In February 2021, SCA Unlisted Retail Fund 2 (SURF 2) sold its last property, Katoomba Marketplace, and was wound up on 7 May 2021. Katoomba Marketplace was purchased by the Group on an arms length basis. SURF 2 paid a performance fee of $0.7 million (before tax) and 1% disposal fee of $0.6 million (before tax) to the Group in line with the investment management agreement. These fees were also paid in the year ended 30 June 2021.

In July 2020, SURF 3 sold Swansea for $15.6 million. The Group was entitled to a 1% disposal fee of $0.2 million (before tax) on settlement, which was paid in the year ended 30 June 2021.

6. Financial review

Financial review

A summary of the Group and Retail Trust’s results for the year is set out below:

	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
Net profit after tax ($m)	462.9 85.5 43.0 8.9 42.8 8.9 159.0 140.8 14.76 14.65 133.8 123.5 12.4 12.5 2.52 2.22 1,077.3 960.9 1,081.6 964.6	461.9 84.8 42.9 8.8 42.7 8.8 158.0 140.1 14.67 14.58 133.8 123.5 12.4 12.5 2.51 2.21 1,077.3 960.9 1,081.6 964.6
Basic earnings per security (weighted for securities on issue during the year) (cents per security)
Diluted earnings per security (weighted for securities on issue during the year) (cents per security)
Funds from operations ($m)
Funds from operations per security (weighted for securities on issue during the year) (cents per security)
Distributions paid and payable to security holders ($m)
Distributions (cents per security)
Net tangible assets ($ per security)
Weighted average number of securities used as the denominator in calculating basic earnings per security (millions of securities)
Weighted average number of securities used as the denominator in calculating diluted earnings per security (millions of securities)

8

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

Funds from Operations and Adjusted Funds from Operations

The Group reports net profit after tax (statutory) attributable to security holders in accordance with International Financial Reporting Standards (IFRS). The Responsible Entity considers the non-IFRS measure, Funds from Operations (FFO) an important indicator of the underlying cash earnings of the Group. Regard is also given to Adjusted Funds from Operations (AFFO).

	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
	$m $m	$m $m
Net profit after tax (statutory) Adjustments for non cash items included in statutory profit Reverse: Straight-lining of rental income and amortisation of incentives Reverse: Fair value or unrealised adjustments - Investment properties - Derivatives - Foreign exchange Other Adjustments Reverse: Other items Reverse: Net unrealised (profit)/loss from associates (SURF funds) Reverse: Swap termination costs Reverse: Transaction costs Funds from Operations Less: Maintenance capital expenditure Less: Capital leasing incentives and leasing costs Adjusted Funds from Operations	462.9 85.5 12.6 8.1 (354.2) 87.9 65.9 (51.4) (35.3) 8.1 1.5 (0.5) (4.3) 1.6 9.1 - 0.8 1.5 159.0 140.8 (9.7) (6.0) (13.5) (10.5) 135.8 124.3	461.9 84.8 12.6 8.1 (354.2) 87.9 65.9 (51.4) (35.3) 8.1 1.5 (0.5) (4.3) 1.6 9.1 - 0.8 1.5
		158.0 140.1
		(9.7) (6.0) (13.5) (10.5)
		134.8 123.6

7. Contributed equity

Distribution reinvestment plan (DRP)

The Group has a DRP under which security holders may elect to have their distribution entitlements satisfied by the issue of new securities at the time of the distribution payment rather than being paid in cash. The DRP was in place for the distribution declared in June 2020 (paid in August 2020) and the distribution declared in December 2020 (paid in January 2021).

The distribution declared in June 2020 resulted in $9.5 million being raised by the DRP through the issue of 4.3 million securities at $2.22 per security in August 2020. The distribution declared in December 2020 resulted in $8.3 million being raised by the DRP through the issue of 3.4 million securities at $2.40 per security in January 2021.

Further, the DRP is in place for the distribution declared in June 2021 (expected to be paid on or about 31 August 2021). The Group’s security holders holding 17.6% of the securities on issue have elected to participate in the DRP to raise $12.8 million. The Group entered into an underwriting agreement with MA Moelis Australia Advisory Pty Ltd to underwrite the remaining 82.4% of the total distribution. This means that the total securities to be issued in respect of this distribution and the DRP will be 29.9 million securities at $2.42 per security raising a total of $72.4 million.

Other equity issues

During the year 0.9 million securities were issued in respect of executive and staff compensation plans for nil consideration.

8. Significant changes and developments during the year

Investment properties – acquisitions, disposals and developments

Details of the acquisitions during the year are above. The Group sold no properties during the year.

9

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

Capital management - debt

During the year, the facility limit was increased by $125.0 million from $1,457.1 million at 30 June 2020 to $1,582.1 million at 30 June 2021. This was as a result of:

• Issuing A$MTN $50.0 million ($30.0 million 10 year and $20.0 million 15 year issuance expiring September 2030 and September 2035 respectively);

• The bilateral debt facilities were amended during the year leading to an increased facility limit of $300.0 million from $600.0 million at 30 June 2020 to $900.0 million at 30 June 2021 and included benefitting from pricing at lower margins and additional overall facility maturity; and

• Repaying A$MTN of $225.0 million with an expiry of April 2021 in October 2020.

At 30 June 2021 the Group had undrawn debt facilities and cash and cash equivalents of $290.6 million (30 June 2020: $622.8 million).

The next debt expiry is a $200.0 million facility in November 2022. This facility was drawn to $145.0 million at 30 June 2021. The intention is that this facility will be repaid from a debt capital markets issue, and/or cash and cash equivalents and undrawn debt.

The average debt facility maturity of the Group at 30 June 2021 was 5.3 years (30 June 2020: 5.1 years). At 30 June 2021 50.8% of the Group’s debt was fixed or hedged (30 June 2020: 91.1%).

Gearing

The Group maintains a prudent approach to managing the balance sheet with gearing of 31.3% at 30 June 2021 (30 June 2020: 25.6%). The Group’s target gearing range is 30% to 40%, however the Group has a preference for gearing to remain below 35% at this point in the cycle.

9. Major business risk profile

The Board is ultimately responsible for the risk management process and the systems of internal control. Senior management is responsible for identifying risks and implementing appropriate mitigation processes and controls. The Audit, Risk Management and Compliance Committee, is responsible for establishing, reviewing and monitoring the process of risk management, and presents this to the Board for the Board’s annual approval.

The table below summarises the key business risks as set out in the Group’s risk register.

Key Risks	Cause(s)	Effect	Mitigation
STRATEGIC
Online retailing reduces foot traffic	Increased online sales	Reduced rental income and	Encourage tenancy mix
through SCA centres including	result in reduced in	reduced investment property	towards online-resilient
anchor tenants	store sales	valuations	specialty categories
Economic slowdown leading to	Macroeconomic	Reduced foot traffic,	High proportion of income from
subdued retail sales	environment, eg.	reduced sales, reduced	supermarket anchor tenants
	COVID-19 pandemic	rental income and reduced	with long leases, a diverse mix
		investment property	of specialty tenants with a bias
		valuations	towards non-discretionary
			categories
Anchor tenant closes stores	Reduced productivity in	Reduced rental income and	Reduce exposure to poorer
	large format stores	reduced investment property	performing discount department
		valuations	stores over time, long term
			leases with anchor tenants
Changes to anchor tenant lease	Anchor tenants	Reduced rental income and	Majority of anchor tenant
structures including shorter term	seeking shorter term	reduced investment property	leases do not have these
leases, exclusion of online sales,	leases with lower rent	valuations	clauses; increase diversification
pandemic clauses			to a variety of non discretionary
			specialty tenants with a bias
			towards non-discretionary
			categories
Supermarket anchor tenant	Major structural	Reduced rental income and	Increase diversification of
becomes insolvent	change to the	reduced investment property	supermarket and other non
	supermarket sector or	valuations	discretionary anchors over time
	capital structure failure

10

Shopping Centres Australasia Property Group Directors’ Report

For the year ended 30 June 2021

Acquisition volume is below	Investment hurdles	Lack of earnings growth	Closely monitor all potential
expectations	cannot be achieved		acquisitions, and regularly
			review investment hurdles
Pandemic reduces financial	Pandemic or other	Reduced rental income and	Closely monitor rental
performance	disease related risk	reduced investment property	collection; geographic diversity,
	such as COVID-19	valuations	suburban and regional
			locations, everyday needs
			focus
Pandemic causes adverse health	Pandemic or other	Business disruption from	Crisis management planning,
outcomes including employees,	disease related risk	staff absenteeism, reduced	disaster recovery framework in
tenants, customers or contractors	such as COVID-19	foot traffic at centres,	place, critical workstreams
		reduced performance or	identified, staff wellbeing and
		reliability of contractors	absenteeism is monitored
FINANCIAL
Cost of equity increases	Market disruption or	Inability to acquire assets	Management monitor equity
	demand for SCA equity	may decrease earnings and	markets continuously and the
	declines	may reduce distributions	Group has raised equity every
		which may result in lower	year. Maintain strong and
		security price	diversified equity capital market
			relationships
Value of assets declines	Increase in market	Decrease in net tangible	Conservative level of gearing,
	capitalisation / discount	assets and increase in Loan	geographic diversification, long
	rates, decrease in net	to Value (LVR) ratio	dated lease agreements, credit
	operating income or		quality of anchor tenants
	expected future cash
	flows
OPERATIONAL
Outsourced service provider does	Inadequate supervision	Unsatisfactory quality	Appropriate policies,
not perform	of SCP’s outsourced	control resulting in loss to	procedures and operational
	functions and/or	security holders, breach of	practices adopted, reviewed
	unsatisfactory quality	financial services law, or	and maintained, training,
	control	loss of reputation	insurance
Information technology (IT), cyber	Inadequate controls	Business interruption,	Use of IT security measures
data security	over systems including	financial loss and / or loss of	including outsourced expert
	SCA’s outsourced	confidential information	service provider who ensures
	services	including breach of	that the Group’s IT systems
		legislation or loss of	have adequate security, use of
		reputation	2 factor authentication where
			possible, other key service
			providers provide annual
			assurance of IT security
			measures, training, disaster
			recovery and backup
Death or permanent disability –	An incident that is as a	Death, serious injury or	Conservative safety strategy,
foreseeable and within SCA’s	result of an act, or	adverse health outcomes for	safety reporting to the Board,
control	failure to act, by SCA	SCA employees,	ongoing safety training for
	or where SCA can	contractors, tenants or	employees and contractors,
	reasonably influence	customers	encouragement of continuous
	the outcome		challenge and improvement on
			safety achievements,
			outsourced property and
			facilities management with
			safety KPI’s, appropriate
			workers’ compensation, public
			liabilityandpropertyinsurance

11

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

PEOPLE & CULTURE

Poor organisational culture and	Inadequate	Loss of knowledge,	Develop and continuously
employee engagement	development of culture	experience, engagement	improve culture strategy
	strategy, failure of	and productivity	alignment, cultural reviews,
	leadership, training or		staff training and coaching
	engagement

10. Business strategies and prospects for future financial years

The Group’s core strategy is to invest in, manage and develop a geographically diverse portfolio of quality neighbourhood and subregional retail assets, anchored by long-term leases to quality tenants with a bias towards the non-discretionary retail sector.

The Group is focused on achieving growing and resilient cash flows by investing in properties that have tenants who operate primarily in non-discretionary and defensive retailing sectors. This is to support secure and growing distributions to the Group’s security holders. It intends to achieve this by:

• Maximising the net operating income from its existing properties. This may include increasing the average rent per square metre from specialty tenants over time and controlling the growth in expenses.

• Pursuing selected property refurbishment, development and acquisition opportunities, consistent with its core strategy.

• Diversifying and developing other sustainable income streams including funds management.

• Maintaining an appropriate capital structure to balance cost of capital and risk profile. The events relating to COVID-19 have had an adverse impact on both the operations and financial performance of the Group during the current and prior year. These impacts have included: volatility in the retail sales performance of our tenants; governmentimposed trading restrictions on some of our tenants; legislation in each state and territory implementing the National Cabinet Mandatory Code of Conduct that ended in March 2021 for small and medium sized enterprise tenants; higher than normal rental arrears by our speciality tenants; an increase in expenses (for example extra cleaning and security); and some valuers including additional disclosure around “material valuation uncertainty”. The Victorian State Government has also announced in July 2021 the intention to reintroduce a similar Scheme to the Code of Conduct to eligible business’s.

While the Group’s strategy has not changed, its current operational and financial performance has been impacted by the COVID-19 pandemic and these impacts are expected to continue into financial year 2022 and possibly beyond. If the events relating to COVID-19 are more material or prolonged than anticipated, this will have a greater impact that may include a reduction in rent collected and a reduction in property values. For more information in relation to the impact of COVID-19 on the Group for the year ended 30 June 2021, refer to note 3 to the Financial Statements.

It is also noted that movements in the fair value of derivative financial instruments and in foreign exchange, availability of funding and changes in interest rates may have a material impact on the Group’s results in future years, however, these cannot be reliably measured at the date of this report.

11. Environmental regulations

The Directors of the Responsible Entity are satisfied that adequate systems are in place for the management of the Group’s environmental responsibility and compliance with various licence requirements and regulations. Further, the Directors of the Responsible Entity are not aware of any material breaches of these requirements and, to the best of their knowledge, all activities have been undertaken in compliance with environmental requirements.

12. Sustainability

The Group understands that its impact on communities means acting on climate, social and environmental risks that could impact them. The Group has been measuring electrical energy use, waste disposal and water usage since 2015 and has participated in industry benchmarking since 2016. As Australia’s largest owner (by number of centres) of neighbourhood and convenience base shopping centres, the Group has made significant progress to reduce our impact. During FY21 this progress has included investing $4.1 million in sustainability initiatives such as the installation of building management systems and LED lighting at some of our centres, achieving a 40/40/20 gender split, establishing a partnership with the Smith Family, achieving a 6 star NABERS rating for our head office and continuing to maintain a GRESB rating. The Group has also set itself a range of sustainability targets including to achieve Net Zero for scope 1 and 2 emissions by 2030, to divert 60% of operational waste from landfill by 2030 and to reduce water use by 25% at our largest consumption sites by 2025. More information is provided in the Group’s FY21 Sustainability Report that has been lodged with ASX and can be found on the Group’s website at https://www.scaproperty.com.au/investor/.

12

Shopping Centres Australasia Property Group Directors’ Report

For the year ended 30 June 2021

13. Indemnification and insurance of Directors, Officers, RE and Auditor

The Directors’ have been provided with a Deed of Indemnity which is intended, to the extent allowed by law, to indemnify the Directors against all losses or liabilities incurred by the person acting in their capacity as a Director.

Additionally, the Group has acquired Directors’ and Officers’ liability insurance. The insurance contract prohibits disclosure of details relating to the nature of the liabilities covered by the insurance, the limit of indemnity and the amount of the premiums paid under the policy.

The Trusts’ constitutions provide that, subject to the Corporations Act 2001, the Responsible Entity has a right of indemnity out of the assets of the Trusts on a full indemnity basis in respect of any liability incurred by the Responsible Entity in properly performing any of its powers or duties in relation to the Trusts.

The auditor of the Group is not indemnified out of the assets of the Group.

14. Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 41.

15. Audit and non-audit fees

Details of the amounts paid or payable to the auditor (Deloitte Touche Tohmatsu) for audit and non-audit services provided are detailed in note 30 of the Financial Statements.

There were no non-audit services during the year. The Directors are satisfied that the general standard of independence for auditors imposed by the Corporations Act 2001 has been satisfied.

The Directors are of the opinion that the services disclosed in note 30 of the Financial Report do not compromise the external auditor’s independence, based on that none of the non audit services provided (to the extent that any services were provided) undermine the general principles relating to auditor independence as set out in APES 110 ‘Code of Ethics for Professional Accountants’ issued by the Accounting Professional & Ethics Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as advocate for the Group or jointly sharing risks and rewards.

16. Going concern

The Financial Statements are prepared on a going concern basis. The impact of the COVID-19 pandemic has resulted in a portion of the tenants of the Group experiencing challenging and uncertain times. Whilst the situation is evolving, the Group remains confident that it will be able to continue as a going concern. In reaching this position, it has been considered that the Group and Retail Trust are in a net current asset deficiency position of $55.0 million. At 30 June 2021 the Group and Retail Trust have the ability to drawdown sufficient funds to pay the current liabilities and the capital commitments (refer to note 23 of the Financial Statements), having available cash and cash equivalents and undrawn debt facilities of $290.6 million. For more information refer to note 2 of the Financial Statements.

17. Subsequent events

The continued uncertainty in relation to COVID-19 may have an adverse impact on both the operations and financial performance of the Group during FY22. Restrictions on retail trading have been introduced into a number of States in Australia in response to COVID-19 outbreaks, and regulations mandating rent relief and a moratorium on evictions have been re-introduced in New South Wales and Victoria. The full consequences of COVID-19 on the Group’s future financial performance and the value of the Group’s investment properties continues to be uncertain.

In July 2021, the Group acquired Drayton Central (Queensland) for $34.3 million, Raymond Terrace (New South Wales) for $87.5 million and purchased vacant land next to the Marian Town Centre shopping centre for $0.8 million.

Since the end of the year, the Directors of the Responsible Entity are not aware of any other matter or circumstance not otherwise dealt with in this report or the Consolidated Financial Statements that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial periods.

13

Shopping Centres Australasia Property Group Directors’ Report For the year ended 30 June 2021

18. Rounding of amounts

In accordance with Legislative Instrument 2016/191 issued by the Australian Securities and Investments Commission relating to the rounding off of amounts in the financial statements, amounts in the financial statements have been rounded to the nearest hundred thousand dollars in accordance with that Legislative Instrument, unless otherwise indicated.

This report is made in accordance with a resolution of the Directors.

==> picture [155 x 52] intentionally omitted <==

Philip Marcus Clark AO Chairman Sydney 16 August 2021

14

Shopping Centres Australasia Property Group Remuneration Report

SCA Property Group

Remuneration Report for the Financial Year ending 30 June 2021

Dear Unitholders

I am pleased to present the SCP FY21 Remuneration Report.

Despite the ongoing effects of the COVID-19 pandemic, SCP has performed well this year.

As the year began in the midst of the COVID-19 pandemic, the Board directed Management to focus on two key performance criteria essential to maintaining distributions and unit value, being AFFOPU and rent collection. Given the uncertain environment, the Board split the year into two distinct performance periods, to ensure it was able to set targets that matched the outlook at the time. This allowed the Board to set appropriate targets based on a changing environment and for the second half of the financial year, to set higher targets for both metrics in line with an improving outlook.

At the time of SCP’s capital raising in FY20, Management had initially expected that capitalisation rates across the convenience-based retail asset sector might soften, thereby creating acquisition opportunities for SCP. In fact, the opposite occurred, and there has been a surge in demand for convenience-based assets resulting in strong capitalisation rate compression across the sector. Notwithstanding this, Management remained strongly disciplined in adhering to SCP’s acquisition criteria, seeking opportunities that generated earnings accretion and value creation. This approach meant that Management did not deploy a portion of the capital raised until the last few months of the year, where Management was able to secure several off-market acquisitions that met SCP’s strategic direction and acquisition hurdles. Notwithstanding these acquisitions taking place in the last few months of the year, AFFOPU still exceeded expectations. This was made possible by the considerable improvement in rent collections, which recovered to pre-COVID-19 levels. In addition to the improving collection rates, the provisions for expected credit loss from the previous financial year have been partially reversed. These provisions had been allowed for due to, in part, to the government mandated tenancy code of conduct. This was possible due to Management actively seeking rental repayments. While Management has been focused on this through the twelve months, Management was particularly effective as retail spending green shoots started to appear in the last five months of the financial year.

The results have been AFFOPU and rent collection performance that well exceeded stretch targets set in each of the six-month periods. On review, the Board was satisfied that these targets were appropriate, and that Executive achievement against these targets is a valid reflection of their performance.

The non-financial STI requirements set for Executives exceeded target levels. Last year, the Board exercised discretion to reduce the STI award, due for meeting or exceeding non-financial KPIs, to zero because of COVID-19 impacted financial results. This was not necessary this year. Hence STI payments for non-financial KPI achievements at above target levels (but below maximum) will be paid.

As disclosed in last year’s Remuneration Report, the period for deferred STI payments will be one year. This was reduced from two years for prior years’ STI deferrals. This still permits an elapsed period for the Board to consider final approval of a proportion of STI for governance reasons, while permitting an earlier payment to partially meet some of the Executives’ annual cash shortfall from the absence of an FY20 STI payment due to COVID-19 impacts on SCP’s FY20 results.

15

Shopping Centres Australasia Property Group Remuneration Report

The FY18 LTI grant was tested in August 2021, with the performance conditions being relative TSR, FFOPU growth, and return on equity. Whilst Relative TSR performance exceeded median TSR performance against the constituents of the ASX 200 A- REIT Index, performance with respect to the FFOPU and ROE tranches was below threshold. This will result in a payout of 6.83% of the LTI maximum opportunity, with the award to vest following the release of this Report. The Board was satisfied that performance to the test date, and during the additional one-year deferral period, warrants this vesting, so no discretion was required.

Overall, the Board has been very pleased with the Executives’ performance this year and is satisfied with longer term performance over three and four years. The Board is also satisfied that the performance requirements set were demanding and at stretch, and that resulting payments are reasonable and aligned with our Unitholders’ experience and interests.

The following Remuneration Report sets out the rationale underpinning our remuneration philosophy, how this is applied in practice, and its results.

On behalf of the Board, we recommend this Report to you.

==> picture [124 x 25] intentionally omitted <==

Steven Crane

Chair, Remuneration Committee

The Remuneration Report has been audited by Deloitte Touche Tohmatsu.

Key points to note in relation to this Report are:

• The disclosures in this Report have been prepared in accordance with the provisions of section 300A of the Corporations Act 2001, even though, as stapled trusts, there is no obligation for SCP to comply with section 300A of the Corporations Act.

• The term “remuneration” has been used in this Report as having the same meaning as “compensation” as defined by AASB 124 “Related Party Disclosures”.

• For the purposes of this Report, the term “Executives” means Key Management Personnel (KMP) who are Executives and therefore excludes Non-Executive Directors (NEDs).

• Definitions to abbreviations in this Report appear on page 40.

16

Shopping Centres Australasia Property Group Remuneration Report

1. REMUNERATION SNAPSHOT

1.1 Remuneration Overview

Further information

• Key questions Our approach information 1. Were there any pay There were no total fixed remuneration increases awarded in FY21. increases in FY21?

• 1. Were any changes There were no changes to the Short-Term Incentive (STI) and Long-Term Incentive Sections 3.2 made to the (LTI) opportunities for any Executives during the period. Refer to key question 10 and 3.3 remuneration for further details. structure in FY21?

Executive	FY20 STI %	FY21 STI %	FY20 LTI %	FY21 STI %
	of TFR	of TFR	of TFR	of TFR
Anthony	100%	100%	100%	100%
Mellowes
Mark Fleming	70%	70%	70%	70%
Mark Lamb*	35%	35%	35%	35%

As announced in the FY20 Remuneration Report, the FY21 STI deferral period for the CEO and CFO was reduced from two years to one year. This will compensate for the reduction in annual Executive realisable income due to the Board exercising its discretion to reduce FY20 STI to zero. This discretion arose from an assessment of the sudden impact of COVID-19 on SCP’s FY20 financial results, even though the CEO and CFO met their personal performance requirements. The 12 month deferral period remains sufficient to exercise the malus provisions if required. While the timing for incentive payments to be received has been changed, total incentive payments remain unchanged.

• Mark Lamb retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021.

• Were there any The hurdles and metrics set for FY21 were modified from those used in FY20 to changes to reflect the change in SCP’s strategic priorities occasioned by COVID-19. The FY21 performance STI hurdles were set as rent collection, AFFOPU and a personal component. These measures? hurdles were chosen in order to focus Executives on rental collection and growing AFFOPU following the impact of COVID-19 on SCP and the effects of various state and territory legislation mandating the waiver and deferral of rent for small to medium enterprises that qualified for the JobKeeper program.

FY21 STI hurdles and metrics were initially set for the first half of FY21, given the uncertainty around the impact of COVID-19 on SCP. Hurdles and metrics for the second half of FY21 were then set in December 2020. Hurdles remained consistent across both halves, with a recalibration and increase in the performance metrics for each hurdle in the second half year.

The year-end assessment and review concluded that the FY21 metrics set were both meaningful and robust stretch targets.

The FY21 LTI hurdles were also modified from those used in FY20, again due to the change in SCP’s strategic priorities occasioned by COVID-19. The FY21 hurdles were set as relative TSR, and AFFOPU for the year ending 30 June 2023.

17

Shopping Centres Australasia Property Group Remuneration Report

			Further
**Key **	questions	**Our approach **	information
4.	What is the FY21	The STI performance pool awarded to Executives for FY21 was $700,088,	Section 3.2
	STI payout to	representing a 98% payout of the total STI maximum opportunity for each Executive.
	Executives and	In respect of the CEO and CFO, 50% of the STI award will be granted by way of
	why?	deferred equity (subject to Unitholder approval), and 50% in cash to be paid in
		September 2021.
		The payout ratio is a direct function of SCP’s performance in FY21, which saw
		Executives deliver the following:
		• Rental collection rate of 96% – rent collection recovered to pre-COVID-19
		levels; and
		• AFFOPU of 12.61.
5.	Did any LTI awards	FY17 LTI awards vested in July 2020. Details of the performance period and metrics
	vest in FY21?	were set out in sections 3.3 and 3.5 of the FY17 Remuneration Report, and details
		of actual performance against metrics were set out in sections 1.1 and 1.3 of the
		FY20 Remuneration Report.
		Whilst not in FY21, the FY18 LTI grant was tested in August 2021. The FY18 LTI
		performance period for the distributable earnings per unit (DEPU) and return on
		equity (ROE) performance conditions ended on 30 June 2020, and the performance
		period for the relative total securityholder return (TSR) performance condition ended
		on 30 September 2020. Performance was severely impacted by the COVID-19
		pandemic, and consequently performance was assessed as slightly above
		Threshold for the Relative TSR tranche only. The remaining two tranches had a 0%
		payout. This will result in a 6.83% payout of the total FY18 LTI maximum opportunity
		for each Executive, with the award to vest following the date of this Report.
6.	Did the Board	In assessing Executive awards in FY21, the Board considered the COVID-19
	exercise discretion	impacts on Unitholders including distributions, property revaluations, dilution from
	when considering	the FY20 capital raise and whether any JobKeeper payments were received by SCP
	Executive awards	during the year.
	in FY21?	No JobKeeper payments were received by SCP during the year.
		The Board was satisfied that hurdles were sufficiently stretching, and performance
		against these were broadly aligned with Unitholder experience. The Board in setting
		the hurdles in two periods allowed for robust metrics to be determined.
		Therefore, the Board chose not to exercise discretion to vary the FY21 STI payments
		in determining the FY21 awards to Executives.
7.	Were any changes	There were no changes made to NED fees in FY21.
	made to NED fees in FY21?	Total NED remuneration payable in FY21 was $1,074,884, down from $1,184,027 in FY20 due to the retirement of Philip Redmond in September 2020.

18

Shopping Centres Australasia Property Group Remuneration Report

			Further
**Key **	questions	**Our approach **	information
Remuneration Framework
8.	How does the	The Board focuses the STI and LTI performance conditions and hurdles on areas	Section 2.1
	Board set	where it believes the Executives can create the best value for Unitholders, build on
	remuneration	prior-year performance, properly consider market conditions and opportunities, and
	hurdles?	provide Executives with meaningful and robust stretch targets within SCP’s stated
		risk parameters.
		The hurdles and metrics set for the FY21 STI and LTI were modified from those
		used in FY20 to reflect the change in SCP’s strategic priorities occasioned by
		COVID-19. These strategic priorities included:
		• Recovering and growing AFFOPU following the impacts of COVID-19; and
		• Improving rent collection levels following conclusion of the various state and
		territory legislation mandating the waiver and deferral of rent for eligible small to
		medium enterprises.
9.	How and when	As a general principle, where a formulaic application of the relevant remuneration
	does the Board	metrics could produce a material and perverse remuneration outcome, or where it is
	determine if it	in the best interests of Unitholders for the Board to do so, the Board will consider
	uses discretion?	and may exercise its discretion in determining the awards.
		On review of outcomes against Unitholder experience, the extent that targets, in
		hindsight were sufficiently stretching, and in the context of COVID-19, the Board
		determined that it was not necessary to exercise discretion in FY21.
10.	What portion of	STI and LTI awards are variable with performance and are therefore considered	Section 3.1
	remuneration is	at-risk.
	at-risk?	• 66.67% of the CEO’s TRO is at-risk;
		• 58.33% of the CFO’s TRO is at-risk; and
		• 41.18% of the General Counsel/Company Secretary’s (GC/CS) TRO was at-
		risk.
11.	Are there any	All incentives contain “malus” provisions allowing for the forfeiture of unvested rights
	clawback provisions	in certain circumstances including in the event of termination for cause or for failing
	for incentives?	to meet prescribed minimum business and individual performance standards.
12.	Do all Board	Yes, all members of the SCP Board, including both Executive Directors, hold units in
	members, including	SCP; however, there is no mandated minimum holding requirement, as it is
	Executive Directors,	considered that this may be a deterrent to achieving Board or KMP Executive
	hold units in SCP?	diversity.
13.	How is risk	Risk is managed at various points in the Remuneration Framework through:
	managed at the various points in the Remuneration	• Part deferral of STI awards for the CEO and CFO, with the vesting of STI rights deferred for one year;
	Framework?	• LTI performance hurdles that reflect the long-term performance of SCP,
		measured over a three-year performance period with a further one-year
		deferral;
		• SCP’s incentive plan contains broadly framed malus provisions that allow the
		Board in its sole discretion to determine that all, or part, of any unvested
		incentive awards be forfeited in certain circumstances; and
		• Board discretion on performance outcomes where a formulaic application of the
		relevant remuneration metrics is likely to produce a material and perverse
		remuneration outcome, or where it is in the best interests of Unitholders for the
		Board to do so.

19

Shopping Centres Australasia Property Group Remuneration Report

		Further
Key questions	**Our approach **	information
Short-Term Incentives (STIs)
14. What are the STI	The FY21 performance measures are:	Sections 3.2
performance measures that	• AFFOPU (40%);	and 3.3
determine if the STI	• Rent collection (40%); and
vests?	• Personal component (20%).
	These performance measures were chosen as they are directly linked to SCP’s
	strategic objectives in a pandemic year.
15. Are any STI	Yes, 50% of STIs for the CEO and CFO are in the form of deferred rights, with a	Section 3.3
payments deferred?	one-year deferral period.
16. Are STI payments	Yes, the total maximum STI opportunity as a percentage of TFR is as follows:	Section 3.3
capped?	• CEO – 100% of TFR;
	• CFO – 70% of TFR; and
	• GC/CS – 35% of TFR.
17. Are distributions	On vesting, each STI right awarded entitles the relevant Executive to receive one	Section 3.3
paid on unvested	stapled unit in SCP plus an additional number of stapled units calculated on the
STI awards?	basis of the distributions that would have been paid in respect of those stapled units
	over the one-year STI deferral period.
18. Have any	No adjustments were made to the FY21 STI payments.	Section 3.2
adjustments,
positive or negative,
been made to the
STI payments?
Long-Term Incentives (LTIs)
19. What are the	FY21 LTI rights will be tested against two performance hurdles over a three-year	Sections 3.3
performance	performance period followed by a one-year deferral (total vesting period is four	and 3.5
measures that	years). The performance hurdles are weighted as follows:
determine if the LTI awards vest?	• Relative TSR against the S&P/ASX 200 A-REIT Accumulation Index (60% of grant); and
	• AFFOPU for the year to 30 June 2023 (40% of grant).
	These performance conditions were chosen as they are directly linked to SCP’s
	strategic objectives.
20. Does the LTI have	No, there is no re-testing.
re-testing?
21. Are distributions	On vesting and exercise, each LTI right awarded entitles the relevant Executive to	Section 3.3
paid on unvested	receive one stapled unit in SCP plus an additional number of stapled units
LTI awards?	calculated on the basis of the distributions that would have been paid in respect of
	those stapled units since the grant date.
	No distributions are paid on unvested LTI awards.
22. Is LTI grant	In the year of issue, LTI grant quantum is determined based on the face value of
quantum based on	SCP units, calculated by dividing the intended LTI grant value by the volume-
“fair value” or “face	weighted average price for the five trading days following the release of the prior
value”?	period’s full year results.

20

Shopping Centres Australasia Property Group Remuneration Report

		Further
Key questions	**Our approach **	information
23. Can LTI participants	No. LTI participants must not use any hedging strategy that has the effect of	Section 3.3
hedge their	reducing or eliminating the impact of market movements on any unvested rights that
unvested rights?	are still subject to disposal restrictions.
24. Does SCP buy	SCP has issued new units to satisfy unit-based awards to date; however, SCP may
securities or issue	elect to buy units in certain circumstances.
new securities to
satisfy unit-based
awards?
Executive Agreements
25. What is the	Termination payments will be managed differently in various termination scenarios,	Section 3.7
maximum an	depending upon whether the Executive ceases employment with or without cause.
Executive can
receive on
termination?

1.2 SCP’S Key Management Personnel

Key Management Personnel (KMP), as defined by AASB 124, refers to those people having authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, including any Director of an entity (whether Executive or otherwise) of the consolidated entity. KMP includes Directors of SCPRE and may include other Executives of SCP.

Executives of SCP.
Name	Position as at 30 June 2021	Board appointment date
Non-Executive Directors	(NEDs)
	Chair - Board
Philip Marcus Clark AO	Member - Nomination Committee Member - Audit, Risk Management and	19 September 2012
	Compliance Committee
	Chair - Nomination Committee
Dr Kirstin Ferguson*	Member - Remuneration Committee Member - Audit, Risk Management and	1 January 2015
	Compliance Committee
	Member - Remuneration Committee
Belinda Robson	Chair - Investment Committee	27 September 2012
	Member - NominationCommittee
	Chair - Audit, Risk Management and Compliance
Beth Laughton	Committee Member - Remuneration Committee	13 December 2018
	Member - NominationCommittee
	Chair - Remuneration Committee
Steven Crane	Member - Nomination Committee	13 December 2018
	Member-Investment Committee
Executive Directors
		Appointed as Director:
Anthony Mellowes	Chief Executive Officer Member - Investment Committee	2 October 2012 Appointed as Chief Executive Officer
		from 1July2013
		Appointed as Chief Financial Officer from
Mark Fleming	Chief Financial Officer Member - Investment Committee	20 August 2013 Appointed as Director:
		26 May 2015

Philip Redmond, appointed 26 September 2012 as a Non-Executive Director, retired and ceased to be a Director on 30 September 2020.

Mark Lamb, appointed 26 September 2012 as General Counsel and Company Secretary. Mark Lamb retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021.

*Dr Kirstin Ferguson will retire and cease to be a Director on 17 August 2021. Phillip Marcus Clark was elected Chair of the Nomination Committee on 14 July 2021.

21

Shopping Centres Australasia Property Group Remuneration Report

1.3 Actual remuneration earned in respect of FY21

The table below sets out the actual value of remuneration earned by each Executive during FY21. The reason the figures in this table are different to those shown in the statutory remuneration table in section 3.6 is because the latter table includes an apportioned accounting value for all STI and LTI equity grants (some of which remain subject to satisfaction of performance and service conditions and so may not ultimately vest).

The table below represents:

• Fixed remuneration including superannuation;

• Cash STI – the non-deferred portion of STI to be paid in September 2021 in recognition of performance during FY21; and

• Equity that vested during the year that relates to prior years’ awards. The value ascribed to this equity is based on the closing value on the day the equity vested. This value is not the same as the value used for financial reporting.

Actual Remuneration Earned in FY21

Executive KMP Financial Year Fixed remuneration including Superannuation $1 Cash STI2	Deferred STI equity number units3 Deferred STI vested equity value $4 LTI vested equity number units5 LTI vested equity value $6 Other remuneration $ Total remuneration $7
Anthony Mellowes 2021 965,000 472,850 2020 951,250 -	94,026 205,917 330,320 723,401 - 2,367,168 137,948 353,147 403,553 1,033,096 - 2,337,493
Mark Fleming 2021 662,500 227,238 2020 653,125 -	43,052 94,284 151,001 330,692 - 1,314,714 63,062 161,439 184,482 472,274 - 1,286,838
Mark Lamb8 2021 301,250 - 2020 595,000 -	- - 55,363 121,245 - 422,495
	- - 67,643 173,166 - 768,166
Total 2021 1,928,750 700,088 2020 2,199,375 -	137,078 300,201 536,684 1,175,338 - 4,104,377
	201,010 514,586 655,678 1,678,536 - 4,392,497

1. Fixed remuneration comprises fixed remuneration including superannuation contributions. When awarded, salary reviews take effect from 1 October.

2. Cash STI payments are paid shortly after the end of the financial year to which they are attributed.

3. Deferred STI vested equity units were issued on 22 July 2020 and 8 August 2019 in respect of the financial year ending two years previously respectively.

4. Value of STI is calculated by reference to the closing price on the day of issue, which was 22 July 2020 $2.19 and 8 August 2019 $2.56. This price does not represent the value for financial reporting.

5. LTI vested units were issued on 22 July 2020 in respect of the plans covering the preceding period. For the prior period, LTI vested units were issued on 8 August 2019 in respect of plans covering the preceding period.

6. The LTI vested value is calculated by reference to the closing price on the day of issue, which was 22 July 2020 $2.19 and 8 August 2019 $2.56.

7. Total remuneration is made up of fixed remuneration, including Superannuation $ plus cash STI $ plus Deferred STI vested equity value $ plus LTI vested equity value.

8. Mark Lamb retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021. It was determined that Mark Lamb would receive a STI of $184,516, equalling 19.3% of his fixed annual remuneration (87.5% of his maximum STIP opportunity). The award will be delivered as 100% cash. All termination benefits were provided in accordance with the terms of his employment contract and includes leave entitlements paid on cessation of employment and other contractual amounts due totalling $60,000.

22

Shopping Centres Australasia Property Group Remuneration Report

2. REMUNERATION POLICY

2.1 SCP’s remuneration principles, policy and philosophy

The Board believes that the structure, design and mix of remuneration should, through the alignment of Unitholder interests with those of a motivated and talented Executive, provide Unitholders with optimal value. At the same time, the Board recognises that it is important to have programs and policies that may be adjusted, as appropriate, to address:

• Industry trends and developments, as well as evolving Executive remuneration and good governance practices; and

• • Feedback from engagement with Unitholders and other stakeholders.

In support of this philosophy, SCP’s remuneration policies are framed around two key remuneration principles:

1. Fairly reward and motivate Executives having regard to the external market, individual contributions to SCP and overall performance of SCP.

• TRO (including fixed component) is regularly independently benchmarked against a peer group of comparable entities (reflecting size, complexity and structure) to ensure that Executive remuneration is aligned over time to market levels.

• The quantum and mix of each Executive’s TRO take into account a range of factors including that Executive’s position and responsibilities, ability to impact achievement of SCP’s strategic objectives, SCP’s overall performance, and the desire to secure tenure of Executive talent.

• Fixed remuneration rewards Executives for performing their key responsibilities that are aligned to the Boardendorsed strategy to a high standard. This high standard includes stretch above core business performance.

2. Appropriately align the interests of Executives and Unitholders.

• A meaningful portion of an Executive’s TRO is at-risk through performance-contingent incentive awards.

• • The structure and metrics of incentive awards are tied directly to the achievement of an appropriate balance of short and long-term goals and objectives agreed in advance that provide Executives with appropriate stretch. Actual performance drives what Executives are paid.

• The threshold, target and maximum hurdles within each key performance indicator (KPI) are set each financial year and are designed to encourage strong to exceptional performance within SCP’s stated risk parameters.

• For the CEO and the CFO, the majority of their at-risk pay is delivered through conditional and deferred rights to SCP securities.

• To encourage Executives to secure the long-term future of SCP, unvested incentive opportunities are retained by the Executive upon resignation or retirement unless the Board determines they should be forfeited.

• Performance-based remuneration opportunities are designed to ensure they do not encourage excessive risk taking or breaches of workplace health and safety, environmental or other regulations that may compromise SCP’s value and/or reputation. SCP considers key risk parameters to include maintaining levels of gearing within the preferred range of 30–40% and remaining focused on owning and operating neighbourhood shopping centres predominantly tenanted by non-discretionary retail.

• All incentives contain “malus” provisions permitting the Board to exercise its discretion to forfeit some or all of an Executive’s unvested rights in certain circumstances.

This philosophy is substantially similar to prior years. The Committee continues to benefit from discussions with key stakeholders and where appropriate will take these views into consideration in formulating SCP’s remuneration strategy.

23

Shopping Centres Australasia Property Group Remuneration Report

2.2 Remuneration governance

Role of the Remuneration Committee

The Board of SCP (Board) has adopted a Board Charter which sets out the objectives, responsibilities and framework for the operation of the Board. A copy of the Board Charter is available at www.scaproperty.com.au/about/governance.

The Board Charter underlines that the Board is accountable to Unitholders for SCP’s performance and for the proper management of SCP’s business and affairs.

To assist the Board in carrying out its responsibilities, the Board has established the Remuneration Committee, which has responsibility for reviewing, making recommendations to the Board and, where relevant, approving the remuneration arrangements in place for the Non-Executive Directors, the CEO and other Executives.

The charter for the Remuneration Committee is reviewed by the Board annually and can be found at www.scaproperty.com.au/about/governance.

How remuneration decisions are made

Remuneration of all KMP is determined by the Board, acting on recommendations made by the Remuneration Committee.

The Board and the Remuneration Committee have absolute discretion when considering the awarding and vesting of STI and LTI opportunities to Executives. The purpose of preserving this discretion is to allow the Board to ensure remuneration amounts and structure are at all times appropriate and to prevent any unintended vesting of awards that would arise from a purely formulaic application of the metrics included as part of the STI and LTI opportunities. Where a formulaic application of the metrics is likely to produce a material and perverse remuneration outcome, or where it is in the best interests of Unitholders for the Board to do so, the Board may exercise its discretion in determining awards. The Board, Remuneration Committee and Executives progressively monitor corporate actions throughout the year that may produce a material and perverse remuneration outcome.

The Board is ultimately responsible for recommendations and decisions made by the Remuneration Committee.

When determining awards for Executives, the Committee seeks to acknowledge material performance improvement in the period it was achieved where the Committee believes that Executives’ interests are aligned with Unitholders. The Committee will make appropriate adjustments to hurdles set for subsequent periods to reflect the award given, to ensure the same performance is not rewarded twice. Individual Executives do not participate in meetings where their own remuneration is being discussed by the Committee or Board. The CEO provided the Committee with his perspectives on fixed remuneration and STI and LTI performance outcomes for his direct and functional reports.

External advisers and independence

The Committee may seek external professional advice on any matter within its terms of reference.

During the year, the Committee engaged the services of Guerdon Associates and BDO to advise on various aspects of remuneration including:

• Remuneration Framework;

• Market trends;

• Compliance and disclosure; and

• Stakeholder engagement.

Guerdon Associates and BDO did not make any ‘remuneration recommendations’ (as defined in the Corporations Act) in relation to any KMP during FY21.

24

Shopping Centres Australasia Property Group Remuneration Report

3. EXECUTIVE REMUNERATION

3.1 Executive remuneration at SCP

The Board believes that SCP’s remuneration structure, design and mix should align and motivate a talented Executive team with Unitholder interests, providing Unitholders with the best value.

SCP’s Executive remuneration is performance based, equity based and multi-year focused. The graph below sets out the FY21 remuneration structure and mix for each Executive.

==> picture [508 x 184] intentionally omitted <==

----- Start of picture text -----

20.59%
33.33% 29.17%
20.59%
14.58%
16.67%
14.58%
16.67%
58.82%
41.67%
33.33%
CEO CFO GC/CS
Fixed Remuneration STI - Cash STI - Deferred equity LTI
Equity- based
Performance-based Equity-based Performance-based Equity-based Performance-based
----- End of picture text -----

3.2 FY21 STI outcomes

SCP’s financial performance directly affects STI award outcomes, as 80% of the maximum STI opportunity for each Executive is based on the achievement of financial performance conditions: AFFOPU and rent collection.

SCP initially set STI hurdles and metrics for the first half of FY21 only, given the uncertainty that existed around the impact of COVID-19 on SCP at that time. This ensured that the selected hurdles and metrics fairly rewarded and motivated Executives having regard to the external market and the overall performance of SCP, and appropriately aligned the interests of Executives and Unitholders in dealing with the impacts of COVID-19 on SCP.

Performance conditions for the second half of FY21 were subsequently set in December 2020, with the Remuneration Committee and Board determining that the performance conditions of AFFOPU and rent collection remained relevant for the second half. Increased, new hurdles and metrics were also set for that second half period.

STI is awarded annually based on the achievement of the relevant performance conditions. The weighting of these performance conditions reflects SCP’s FY21 strategic drivers of recovering and growing AFFOPU following the impacts of COVID-19 on SCP, and improving rent collection levels to pre-pandemic levels following the conclusion of the various state and territory legislation mandating the waiver and deferral of rent for eligible small to medium enterprises. Each performance condition comprises stretch for Executives to ensure that “at-risk” reward is genuinely “at-risk”. The degree of stretch is carefully balanced with SCP’s stated risk appetite.

As noted in section 1.1, the hurdles for the FY21 STI were modified from those used in FY20 to reflect the change in SCP’s strategic priorities occasioned by COVID-19, and focus Executives on recovering and growing AFFOPU, and improving rent collection levels. Details are set out below:

collection levels. Details are set out	below:
FY20 Performance conditions	FY21performance conditions
FFOPU– 40%	AFFOPU– 40%
MER – 10%	Rent collection – 40%
Cash NOI – 15%	Non-financial
	(personalcomponent)– 20%
VCX NOI – 15%
Non-financial
(personal component)–20%

25

Shopping Centres Australasia Property Group Remuneration Report

The Remuneration Committee has assessed performance against each performance condition to determine STI vesting outcomes for FY21. The table below sets out SCP’s performance highlights, and the resulting STI outcomes:

Weighting of total
STI award	Measure	FY21performance highlights
20%	AFFOPU – 1HFY21
	The condition rewards performance where AFFOPU as shown in SCP’s	AFFOPU was 5.8 cents.
	First Half FY21 results released to the ASX exceeds specified levels for the period from 1 July to 31 December 2020.	Performance was assessed at Maximum (as detailed in section
	The KPI was selected to focus Executives on growing AFFOPU	3.3).
	following the impact of COVID-19 on SCP, as well as active and
	operational management in the context of SCP’s adopted risk profile.
	This is an operating cash flow measure that drives distributions per
	unit.
20%	AFFOPU – 2HFY21
	The condition rewards performance where AFFOPU as confirmed	AFFOPU was 6.8 cents.
	following completion of the FY21 audited financial statements exceeds specified levels for the period from 1 January to 30 June 2021. The Threshold and Maximum hurdles set for 2HFY21 were higher than 1HFY21 as COVID-19 conditions improved.	Performance was assessed at Maximum (as detailed in section 3.3).
	The KPI was selected to focus Executives on growing AFFOPU
	following the impact of COVID-19 on SCP, as well as active and
	operational management in the context of SCP’s adopted risk profile.
	This is an operating cash flow measure that drives distributions per
	unit.
20%	Rent collection – 1HFY21
	This condition rewards performance where SCP’s cash collection	Rent collection was 91%.
	exceeds specified levels for the period from 1 July to 31 December 2020.	Performance was assessed at Maximum (as detailed in section
	This KPI was selected to focus Executives on improving rent collection	3.3).
	levels to pre-pandemic levels.
20%	Rent collection – 2HFY21
	This condition rewards performance where SCP’s cash collection	Rent collection was 96%.
	exceeds specified levels for the period from 1 January to 30 June 2021. The Threshold and Maximum hurdles set for 2HFY21 were higher than 1HFY21 as COVID-19 conditions improved.	Performance was assessed at Maximum (as detailed in section 3.3).
	This KPI was selected to focus Executives on improving rent collection
	levels to pre-pandemic levels.

26

Shopping Centres Australasia Property Group Remuneration Report

Weighting of total STI award Measure 10% Personal component – 1HFY21 The personal performance component assesses individual contributions based on factors judged as important for adding value for each individual Executive. While the factors assessed are common to Executives, the expectations of each person will vary depending on the focus and accountabilities of their position. Therefore, the weighting of these factors may vary for each Executive.

FY21 performance highlights

Performance was above Target, but below Maximum.

Six-monthly reviews are held with each Executive to evaluate and monitor performance against personal objectives.

These factors include:

• (People) Maintain an effective team of people through recruitment, performance management and retention, and promote the development and engagement of SCP’s staff through a positive collaborative culture, with good communication and high levels of employee engagement.

• (Advocacy / Governance) Maintain strong stakeholder relations measured by receiving positive feedback from investors and analysts, promoting strong and positive relationships with major tenants balancing commercial parameters and potential future opportunities, and ensuring positive and productive relationships with external contractors, service providers and regulatory bodies (property management companies, auditors, lawyers, banks etc.).

• (Operational Performance) including optimising the performance of SCP’s centres, successfully completing Board-approved development projects and identifying and commencing other development opportunities. Ensure appropriate policies are in place and followed and a sound and effective system of risk management and internal controls are in place.

10% Personal component – 2HFY21

As above As above

The following table shows the actual STI outcomes for each of the Executive KMP for FY21.

FY21 STI Outcomes

	STI target	STI max
	(% of Fixed	(% of Fixed	Actual STI	STI forfeited	Actual STI
	Remuneration)	Remuneration)	(% max)	(% max)	(total) ($)
Anthony Mellowes	75.00%	100%	98.0%	2.0%	472,850
Mark Fleming	52.50%	70%	98.0%	2.0%	227,238
Mark Lamb1	26.25%	35%	0.0%	100.0%	-

1. Mark Lamb retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021. It was determined that Mark Lamb would receive a STI of $184,516, equalling 19.3% of his fixed annual remuneration (87.5% of his maximum STIP opportunity). The award will be delivered as 100% cash. All termination benefits were provided in accordance with the terms of his employment contract and includes leave entitlements paid on cessation of employment and other contractual amounts due totalling $60,000.

27

Shopping Centres Australasia Property Group Remuneration Report

3.3 How remuneration was structured in FY21

The SCP Executive remuneration structure comprised a combination of fixed remuneration plus performance or “at-risk” remuneration.

TFR – how does it work?

TFR provides a fixed level of income to recognise Executives for their level of responsibility, relative expertise and experience. It includes salary, superannuation, motor vehicle and other short-term benefits including Fringe Benefits Tax (FBT). The TFR package is paid in cash, superannuation contributions as well as motor vehicle and other employee benefits provided on salary sacrifice.

The opportunity value for the at-risk components of remuneration is determined by reference to TFR, so SCP is conscious that any adjustments to TFR have flow-on impacts on potential STI and LTI awards. TFR is reviewed annually on 1 October, with no obligation to adjust.

No increases we made to TFR during FY21 compared to FY20. The decision not to increase TFR recognised that Unitholders have been impacted by the decline in distributions.

The Board believes that the FY21 remuneration structure is aligned with business strategy, and appropriate to ensure Executive retention.

STIs – how does it work?

Purpose	The STI is designed to motivate and reward Executives for achieving or exceeding annual
	strategic objectives set for SCP over the short term and is aligned with value creation. STI
	recognises individual contributions to SCP’s performance.
Eligibility	The eligible Executives for FY21 are the CEO, Anthony Mellowes, the CFO, Mark Fleming
	and the GC/CS, Mark Lamb. Mark Lamb retired as General Counsel on 7 December 2020
	and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on
	31 December 2020. Mark Lamb remained employed until 1 July 2021.
Instrument	For the CEO and CFO, 50% of the actual STI award is delivered in cash, and 50% in the form
	of deferred rights to units in SCP. The GC/CS received his STI award in cash only.
	For the CEO and CFO who both receive 50% in the form of deferred rights to units in SCP,
	each vested STI right entitles them to receive one stapled unit in SCP plus an additional
	number of stapled units calculated on the basis of the distributions that would have been paid
	in respect of those stapled units had they been on issue over the period to exercise. The
	additional units are calculated as the number of units that would have been acquired if
	distributions as announced to the Australian Securities Exchange (ASX) during the exercise
	period had been paid and reinvested in units, applying the formula set out in clause 3.3 of
	SCA Property Group’s Distribution Reinvestment Plan (DRP) (whether or not that plan is
	operative at the relevant time) assuming no discount. Fractions of stapled units will be
	rounded down to the nearest whole number and no residual positive balance carried forward.
	No distributions accrue in respect of STI rights that lapse.
Awards	Specific quantifiable performance measures have been determined by the Board, based
	upon recommendations made by the Remuneration Committee. These performance criteria,
	and their weighting, reflect the FY21 strategic priorities for SCP as detailed in this report.
	Award payout levels have been calibrated between Threshold (minimum expected
	performance), Target and Maximum (exceptional performance, which is significantly above
	agreed targets and guidance). Target is set at 75% of Maximum for all STI financial and
	operational management performance conditions.
	Maximum STI opportunities for each Executive are as follows:
	CEO – 100% of TFR;
	CFO – 70% of TFR; and
	CG/CS – 35% of TFR.
	Awards can range from zero up to the maximum percentage stated above, based upon the
	level of performance against STI performance measures.
Performance measures	For each performance measure, a Threshold, Target and Maximum performance level is set.
	Awards reflect the level of performance achieved during the relevant financial year.

28

Shopping Centres Australasia Property Group Remuneration Report

	Category Measure Weighting of total STI award Rationale for using measure
	Financial AFFOPU – 1HFY21 20% Focuses Executives on growing AFFOPU following the impact of COVID-19 on SCP, as well as active and operational management in the context of SCP’s adopted risk profile
	Financial AFFOPU – 2HFY21 20% Focuses Executives on growing AFFOPU following the impact of COVID-19 on SCP, as well as active and operational management in the context of SCP’s adopted risk profile
	Financial Rent collection – 1HFY21 20% Focuses Executives on improving rent collection levels to pre- pandemic levels
	Financial Rent collection – 2HFY21 20% Focuses Executives on improving rent collection levels to pre- pandemic levels
	Non-financial Personal 1HFY21 (factors include people management, strategy, advocacy, governance and operational performance) 10% Executives are assessed on factors judged as important for Unitholder value
	Non-financial Personal 2HFY21 (factors include people management, strategy, advocacy, governance and operational performance) 10% Executives are assessed on factors judged as important for Unitholder value
Performance schedule – AFFOPU (All Executives)	% of relevant STIaward that vests
	Threshold 0%
	50% of max 50%
	Target 75%
	Maximum 100%
Performance schedule – Rent collection (All Executives)	% of relevant STI award that vests
	Threshold 0%
	50% of max 50%
	Target 75%
	Maximum 100%
Discretion	Where a formulaic application of the metrics is likely to produce a material and perverse remuneration outcome, or where it is in the best interests of Unitholders for the Board to do so, the Board may exercise its discretion in determining awards. The purpose of preserving this discretion is to allow the Board to ensure remuneration amounts and structure are at all times appropriate and to prevent any unintended vesting of awards that would arise from a purely formulaic application of the STI metrics. The Board chose not to exercise discretion to vary the FY21 STI payments.
Deferral	STI rights are subject to a one-year deferral. Refer to section 1.1 for further information on the one-year deferral.

29

Shopping Centres Australasia Property Group Remuneration Report

Termination/Forfeiture	If an Executive ceases employment by way of termination by SCP without cause, redundancy, diminution of responsibility, retirement, death or disability or other circumstances approved by the Board, the Executive retains unvested incentive opportunities to encourage the Executive to secure the long-term future of SCP. In the event of the Executive’s termination by SCP for cause prior to the end of the performance period, all STI unpaid and unvested incentive opportunities are forfeited.
Clawback	Consistent with good governance and to reinforce the importance of integrity and risk management in SCP’s Remuneration Framework, SCP’s incentive plan contains broadly framed malus provisions that allow the Board in its sole discretion to determine that all, or part, of any unvested incentive awards be forfeited in certain circumstances. These circumstances include, but are not limited to: • A material misstatement or omission in the Financial Statements of SCP; • If actions or inactions seriously damage SCP’s reputation or put SCP at significant risk; • If AFFO is not maintained in the deferral period; and/or • A material abnormal occurrence results in an unintended increase in the award.
Hedging	Participants are prohibited from hedging their unvested deferred rights.
LTIs – how does it work?
Purpose	The LTI is aimed at aligning Executive and Unitholder value while also providing a retention tool, as the LTI is intended to vest over time.
Eligibility	The eligible Executives for FY21 are the CEO, Anthony Mellowes, the CFO, Mark Fleming and the GC/CS, Mark Lamb.
Instrument	Each vested LTI right entitles the relevant Executive (or participant) to receive one stapled unit in SCP plus an additional number of stapled units calculated on the basis of the distributions that would have been paid in respect of those stapled units over the period to exercise. The additional units are calculated as the number of units that would have been acquired if distributions as announced to the ASX during the exercise period had been paid and reinvested in units, applying the formula set out in clause 3.3 of SCA Property Group’s DRP (whether or not that plan is operative at the relevant time) assuming no discount. Fractions of stapled units will be rounded down to the nearest whole number and no residual positive balance carried forward. No distributions accrue in respect of LTI rights that lapse.
LTI performance rights granted in FY21	The number of performance rights granted to Executives in FY21 is as follows: • Anthony Mellowes – 443,759 LTI rights; • Mark Fleming – 213,257 LTI rights; and • Mark Lamb – 96,971 LTI rights
Grant price	The grant price has been calculated by dividing the relevant award opportunity by the volume-weighted average price of SCP units on the ASX for the five trading days following the release of SCP’s 2020 full year results, being $2.1746.
Performance hurdles	Relative TSR (Tranche 1 – 60%) AFFOPU (Tranche 2 – 40%)
	Measures SCP’s TSR performance over the Tranche 1 performance period (being from 1 October 2020 to 30 September 2023) relative to the TSR for the constituents of the S&P/ASX 200 A-REIT Accumulation Index over that same period. This condition requires SCP’s AFFOPU for the year to 30 June 2023 to exceed a certain level as detailed below.

30

Shopping Centres Australasia Property Group Remuneration Report

Vesting schedule – Relative TSR Position of SCP relative to S&P/ASX 200 A-REIT Accumulation Index % of Tranche 1 LTI rights that vest At or below Threshold Less than or equal to 50th percentile 0% Between Threshold and Maximum Between 50thpercentile and 75thpercentile Vest on a straight-line basis between 0% at Threshold and 100% at Maximum Maximum At or above 75thpercentile 100%	Vesting schedule – Relative TSR Position of SCP relative to S&P/ASX 200 A-REIT Accumulation Index % of Tranche 1 LTI rights that vest At or below Threshold Less than or equal to 50th percentile 0% Between Threshold and Maximum Between 50thpercentile and 75thpercentile Vest on a straight-line basis between 0% at Threshold and 100% at Maximum Maximum At or above 75thpercentile 100%
	At or below Threshold Less than or equal to 50th percentile 0%
	Between Threshold and Maximum Between 50thpercentile and 75thpercentile Vest on a straight-line basis between 0% at Threshold and 100% at Maximum
	Maximum At or above 75thpercentile 100%
Vesting Schedule – AFFOPU	AFFOPU for the year to 30 June 2023 % of Tranche 2 LTI rights that vest
	At or below Threshold Less than or equal to 12.5 cpu 0%
	Between Threshold and Maximum Between 12.5 cpu and 13.9 cpu Vest on a straight-line basis between 0% at Threshold and 100% at Maximum
	Maximum At or above 13.9 cpu 100%
Vesting/delivery	The performance rights can only be exercised if and when the performance conditions are achieved and vesting has occurred. The performance period is a three-year period, ending on the dates specified above. Any rights awarded then vest at the end of a further one-year deferral period ending on 30 June 2024, unless the Board exercises its discretion to forfeit the awarded rights under the malus provisions of the SCA Property Group Executive Incentive Plan Rules. Any rights which do not vest following testing of the performance conditions are forfeited.
Discretion	Where a formulaic application of the metrics is likely to produce a material and perverse remuneration outcome, or where it is in the best interests of Unitholders for the Board to do so, the Board may exercise its discretion in determining awards. The purpose of preserving this discretion is to allow the Board to ensure remuneration amounts and structure are appropriate and to prevent any unintended vesting of awards that would arise from a purely formulaic application of the LTI metrics.
Termination/forfeiture	If an Executive ceases employment by way of termination by SCP without cause, redundancy, diminution of responsibility, retirement, death or disability or other circumstances approved by the Board, the Executive retains unvested incentive opportunities to encourage Management to secure the long-term future of SCP. All unvested LTI rights will lapse if the Executive is terminated by SCP for cause.
Clawback	Consistent with good governance and to reinforce the importance of integrity and risk management in SCP’s reward framework, each of SCP’s incentive plans contains broadly framed malus provisions that allow the Board in its sole discretion to determine that all, or part, of any unvested incentive awards be forfeited in certain circumstances. These circumstances include, but are not limited to: • A material misstatement or omission in the Financial Statements of SCP; • If actions or inactions seriously damage SCP’s reputation or put SCP at significant risk; • If AFFO is not maintained; and/or • A material abnormal occurrence results in an unintended increase in the award.
Hedging	Participants are prohibited from hedging their unvested performance rights.

31

Shopping Centres Australasia Property Group Remuneration Report

3.4 Past financial performance

The tables below set out summary information about the Group’s earnings and AFFO, stapled security (“unit”) net tangible assets (NTA) and ASX price for the last seven complete financial years.

	Past Financialperformance	Past Financialperformance	Past Financialperformance
	FY21	FY20	FY19	FY18	FY17	FY16	FY15
	Results	Results	Results	Results	Results	Results	Results
Statutory profit (after tax)	$462.9m	$85.5m	$109.6m	$175.2m	$319.6m	$184.7m	$150.5m
Statutory profit (after tax) cents per unit	43.0	8.9	12.6	23.5	43.3	25.4	22.9
FFO	$159.0m	$140.8m	$141.8m	$114.3m	$108.4m	$100.1m	$84.3m
FFO cents per unit	14.76	14.65	16.33	15.30	14.70	13.75	12.81
AFFO	$135.8m	$124.3m	$127.4m	$105.7m	$100.1m	$92.3m	$73.7m
AFFO cents per unit	12.61	12.94	14.67	14.15	13.57	12.68	11.20
Distributions paid and payable	12.40	12.50	14.70	13.90	13.10	12.20	11.40
(cents per unit)
Net tangible assets per unit	$2.52	$2.22	$2.27	$2.30	$2.20	$1.92	$1.77
Unit price (as at 30 June)	$2.52	$2.18	$2.39	$2.45	$2.19	$2.28	$2.13
Management Expense Ratio(MER) %	0.41%	0.38%	0.37%	0.43%	0.45%	0.51%	0.55%

3.5 LTI grants in FY21

The table below presents the LTI grants to Executives made during FY21 that are due to vest on 1 July 2024, subject to performance conditions. The maximum total value of the LTI grants is based on the estimated fair value calculated at the time of the grant and amortised in accordance with the accounting standard requirements.

	LTI Grants in FY21
2021 LTI max as % of fixed remuneration	Performance measure Number of performance rightsgranted Fair value per performance right($) Maximum total value of grant ($)
Anthony Mellowes 100%	Relative TSR 266,255 1.18 314,181
	AFFOPU 177,504 2.23 395,834
**Total **	443,759 710,015
Mark Fleming 70%	Relative TSR 127,954 1.18 150,986
	AFFOPU 85,303 2.23 190,226
**Total **	213,257 341,212
Mark Lamb 35%	Relative TSR 58,183 1.18 68,656
	AFFOPU 38,788 2.23 86,497
Total	96,971 155,153

Performance right movements during the year

						Maximum
						number of
						stapled securities
		Security				or maximum
		price at				value of
	Vesting	grant	Grant	Testing	Vesting	securities to be	Fair value at
Type and eligibility	conditions1	date	date	date	date	issued	grant date
STIP (FY21) (Mr Mellowes)	Non-market	$2.23	Sep-20	Jan-21 Jul-21	Jul-22	$241,250 $241,250	$0.96 per $1.00
STIP (FY21) (Mr Fleming)	Non-market	$2.23	Sep-20	Jan-21 Jul-21	Jul-22	$115,938 $115,938	$0.96 per $1.00
LTIP (FY21 - FY23) (Tranche 1) (Messrs Mellowes, Fleming, Lamb)	Relative TSR2	$2.23	Sep-20	Sep-23	Jul-24	452,595	$1.18 per security
LTIP (FY21 - FY23) (Tranche 2) (Messrs Mellowes,Fleming,Lamb)	Non-market	$2.23	Sep-20	Jun-23	Jul-24	301,595	$2.23 per security

1. Service and non-market conditions include financial and non-financial targets along with a deferred vesting period.

2. Relative TSR is Relative Total Securityholder Return measured against the S&P/ASX 200 A-REIT Accumulation Index.

32

Shopping Centres Australasia Property Group Remuneration Report

The Group recognises the fair value at the grant date of equity-settled securities above as an employee benefit expense proportionally over the vesting period with a corresponding increase in equity. Fair value is measured at grant date using Monte-Carlo simulation and Binomial option pricing models where applicable, performed by an independent valuer, and models the future unit price of the Group’s stapled units.

Non-market vesting conditions are determined with reference to the underlying financial or non-financial performance measures to which they relate.

Key inputs to the pricing models include:

	30	June	2021
Volatility			25%
Dividend yield			5.5%
Risk-free interest rate			0.2%

3.6 Total remuneration earned in FY21

Potential remuneration granted in FY21

	Maximum potential cash STI	Maximum potential cash STI	Maximum potential cash STI	Maximum potential equity STI	Maximum potential equity STI	Maximum potential equity STI	Maximum potential equity LTI	Maximum potential equity LTI	Maximum potential equity LTI
			% of			% of			% of
Executive	% of TFR	$1	total potential	% of TFR	$1	total potential	% of TFR	$3	total potential
			rem			rem			rem
Anthony Mellowes	50.0%2	482,500	18%	50.0%2	463,200	18%	100%	756,609	29%
Mark Fleming	35.0%2	231,875	16%	35.0%2	222,600	15%	70%	363,603	25%
Mark Lamb	35.0%	210,875	22%	-	-	-	35%	165,336	17%

1. STI incentives for Mr Mellowes and Mr Fleming are payable 50% in cash and 50% in equity. The difference between the cash and equity components is due to the fair valuation of the equity granted under AASB 2 Share based payments (AASB2).

2. In FY20, Mr Mellowes’ STI opportunity was 100% of his TFR and Mr Fleming’s STI opportunity was 70% of his TFR. STI incentives for Mr Mellowes and Mr Fleming are payable 50% in cash and 50% in equity and the percentage maximum has been equally allocated between cash and equity.

3. For Mr Mellowes the LTI maximum incentive is $965,000, for Mr Fleming is $463,750 and for Mr Lamb is $210,875. All of the LTI awarded in equity and the dollar values shown here represent the fair value under AASB2 of equity instruments granted.

The following is the actual remuneration paid or accrued during the financial year to 30 June 2021:

Table of Executive remuneration paid or accrued

						Long	Share-
Executive		Salary &	Cash			service	based
		fees1	bonus2	Total	Super	leave	payments3	Total
		$	$	$	$	$	$	$
Anthony Mellowes,	2021	940,000	472,850	1,412,850	25,000	15,670	516,468	1,969,988
CEO	2020	926,250	-	926,250	25,000	23,012	492,706	1,466,968
Mark Fleming,	2021	637,500	227,238	864,738	25,000	10,627	247,196	1,147,561
CFO	2020	628,125	-	628,125	25,000	15,519	229,203	897,847
Mark Lamb,	2021	288,750	-	288,750	12,500	4,813	20,434	326,497
GC/CS4	2020	570,000	-	570,000	25,000	14,080	51,531	660,611
Total	2021	1,866,250	700,088	2,566,338	62,500	31,110	784,098	3,444,046
	2020	2,124,375	-	2,124,375	75,000	52,611	773,440	3,025,426

1. Salary reviews take effect from 1 October.

2. The amount shown under “Cash bonus” refers to the amount which will be paid to Executives in September 2021 under the STI Plan for performance over the 2021 financial year.

3. The values for equity-based remuneration have been determined in accordance with AASB 2 and represent the current year amortisation of the fair value of rights over the vesting period adjusted for service and non-market vesting conditions. The share-based payments are made up of STI equity and LTI equity. Please refer to the following table for additional details of the share-based payments.

4. Mark Lamb retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021. It was determined that Mark Lamb would receive an STI award of $184,516, equalling 19.3% of his fixed annual remuneration (87.5% of his maximum STIP opportunity). The award will be delivered as 100% cash. All termination benefits were provided in accordance with the terms of his employment contract and includes leave entitlements paid on cessation of employment and other contractual amounts due totalling $60,000.

33

Shopping Centres Australasia Property Group Remuneration Report

The break-up of the amounts recognised for performance-based compensation relevant for the financial year ended 30 June 2021, including details of the share-based payments accrued in respect of the current year and prior-year plans using the valuation of equity in accordance with AASB 2, are presented below:

Performance based component of actual remuneration in 2021

	Performance based component of actual remuneration in 2021
	Actual cash STI Actual equity STI Actual equity LTI Total equity STI and LTI
Executive	$ % of total rem $ % of total rem $ % of total rem $
Anthony Mellowes, CEO	472,850 24% 315,177 16% 201,291 10% 516,468
Mark Fleming, CFO	227,238 20% 151,944 13% 95,252 8% 247,196
Mark Lamb, GC/CS1	- 0% - - 20,434 6% 20,434
1. Mark Lamb retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021. It was determined that Mark Lamb would receive a STI of $184,516, equalling 19.3% of his fixed annual remuneration (87.5% of his maximum STIP opportunity). The award will be delivered as 100% cash. All termination benefits were provided in accordance with the terms of his employment contract and includes leave entitlements paid on cessation of employment and other contractual amounts due totalling $60,000. Equity holdings of Executives
Executive Held at 1 July 2020 Vested during year Changes during the period Held at 30 June 2021 Number of unvested rights as at 30 June 2021 Total interest in SCP units
Anthony Mellowes, CEO 926,831 424,346 (350,000) 1,001,177 1,595,232 2,596,409
Mark Fleming, CFO 208,779 194,053 (94,053) 308,779 752,494 1,061,273
Mark Lamb, GC/CS1 180,329 55,363 (235,692) - - -

1. Mark Lamb ceased to be a KMP as at 31 December 2020. As such, his closing balance has been adjusted to reflect no further holdings as a KMP.

3.7 Service agreements for Executive KMP

There were no changes to the service agreements for Executives in FY21, although as noted previously, Mark Lamb ceased to be designated as a KMP effective 31 December 2020, following the announcement of his retirement in December 2020. His employment ceased on 1 July 2021.

Each Executive has a formal contract, known as a “service agreement”. These agreements are of a continuing nature and have no set term of service (subject to the termination provisions).

The key terms of the service agreements for the Executives are summarised as follows:

34

Shopping Centres Australasia Property Group Remuneration Report

Executive Director, Chief Executive Officer: Anthony Mellowes

Contract duration	Commenced 1 July 2013, open ended
TFR as at 30 June 2021	$965,000. Includes salary, superannuation, motor vehicle and other salary sacrifice
	employee benefits.
Review of TFR	Reviewed annually, effective from 1 October with no obligation to adjust.
Variable remuneration	The CEO is eligible to participate in SCP’s plans for performance-based remuneration, and in
eligibility	FY21 that included:
	FY21 STI: Maximum opportunity:
	100% of TFR
	FY21 LTI: Maximum opportunity:
	100% of TFR
Non-compete period	Up to 12 months
Non-solicitation period	Up to 12 months
Notice by SCP	9 months
Notice by Executive	9 months
Termination payments to	Maximum benefit from termination payment and payment in lieu of notice is 12 months based
compensate for non-	on prior-year fixed and variable remuneration.
solicitation/non-compete
clause in certain
circumstances

Executive Director, Chief Financial Officer: Mark Fleming

Contract duration	Commenced 20 August 2013, open ended
TFR as at 30 June 2021	$662,500. Includes salary, superannuation, motor vehicle and other salary sacrifice
	employee benefits and other short-term benefits.
Review of TFR	Reviewed annually effective from 1 October with no obligation to adjust.
Variable remuneration	The CFO is eligible to participate in the SCP’s plans for performance-based remuneration,
eligibility	and in FY21 that included:
	FY21 STI: Maximum opportunity:
	70% of TFR
	FY21 LTI: Maximum opportunity:
	70% of TFR
Non-compete period	6 months
Non-solicitation period	6 months
Notice by SCP	6 months
Notice by Executive	3 months
Termination payments to	Maximum benefit from termination payment and payment in lieu of notice is 6 months based
compensate for non-	on prior-year fixed and variable remuneration.
solicitation/non-compete
clause in certain
circumstances

35

Shopping Centres Australasia Property Group Remuneration Report

General Counsel and Company Secretary: Mark Lamb

Contract duration	Commenced 26 September 2012. Employment ceased 1 July 2021.
TFR as at 30 June 2021	$602,500. Includes salary, superannuation, motor vehicle and other salary sacrifice
	employee benefits.
Review of TFR	Reviewed annually effective from 1 October with no obligation to adjust.
Variable remuneration	The GC/CS is eligible to participate in the SCP’s plans for performance-based remuneration,
eligibility	and in FY21 that included:
	FY21 STI: Maximum opportunity:
	35% of TFR
	FY21 LTI: Maximum opportunity:
	35% of TFR
Non-compete period	Up to 12 months
Non-solicitation period	Up to 12 months
Notice by SCP	6 months
Notice by Executive	3 months
Termination payments to	TFR for 6 months
compensate for non-
solicitation/non-compete
clause in certain
circumstances

Termination provisions

The following illustrates how termination payments will be managed in various termination scenarios.

Notice period, non-compete/ non-solicitation	SCP can elect to make a payment of TFR in lieu of the notice period by SCP or the Executive, as applicable.
	At the Board’s discretion, an additional termination benefit may be made to acknowledge any
	post-termination non-compete/non-solicitation agreements made with the Executive.
	The combined total cash benefit arising from these termination payments (excluding
	statutory entitlements) is capped at 12 months based on prior-year fixed and variable
	remuneration, subject to the provisions of sections 200B–200E of the Corporations Act to
	the extent those provisions apply in the relevant circumstances.
STI and LTI	If an Executive ceases employment by way of termination by SCP without cause,
awards	redundancy, diminution of responsibility, retirement, death or disability or other circumstances
	approved by the Board, the Executive retains unvested or unpaid incentive opportunities to
	encourage Management to secure the long-term future of SCP.
	All unvested or unpaid incentive opportunities will lapse if the Executive is terminated by SCP
	for cause.
Board discretion	The Board has full discretion to amend any of the above termination arrangements to
	acknowledge exceptional circumstances and determine appropriate alternative vesting
	outcomes that are consistent, fair and reasonable, and balance multiple stakeholder interests.
	The Board acknowledges that, consistent with its approach to voluntarily adopt certain
	corporate governance obligations not otherwise applicable to SCP given its structure,
	Unitholder approval will be sought where termination payments exceed the limits prescribed
	by the Corporations Act.
Change of control	In the event of a change of control in SCP before the vesting date of any equity, the Board
	reserves the right to exercise its discretion for early vesting of the equity. In exercising its
	discretion, the Board may take account of the extent to which performance conditions have or
	have not been met and the portion of the vesting period that has elapsed at the relevant date.

36

Shopping Centres Australasia Property Group Remuneration Report

4. NON-EXECUTIVE DIRECTOR REMUNERATION

4.1 Board remuneration strategy

SCP aims to attract and retain a high calibre of Non-Executive Directors (NEDs) who are equipped with diverse skills to govern the organisation and oversee Management so as to achieve value for SCP Unitholders. SCP aims to fairly remunerate Directors for their responsibilities relative to organisations of similar size and complexity.

The maximum aggregate fee pool available to NEDs has not been increased from the level set when SCP listed in 2012, being $1,300,000 p.a.

There was no increase applied to NED base fees, or Committee fees in FY21.

Total NED remuneration payable in FY21 was $1,074,884, down from $1,184,027 in FY20 due to the retirement of Philip Redmond in September 2020.

4.2 Total remuneration for Non-Executive Directors

The schedule of fees for NEDs for financial years is set out in the table below.

Non-Executive Director Board and Committee Fees

	Board ARMCC Remuneration Investment Nomination
	2020 2021 2020 2021 2020 2021 2020 2021 2020 2021
Chair	$338,027 $342,200 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $15,000 $15,000
Member	$130,200 $131,808 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 - -

Total remuneration for Non-Executive Directors

	Total remuneration for Non-Executive Directors
	Financial Director fees Superannuation Committee fees Total
Non-Executive Director	Year $ $ $ $
	2021 320,506 21,694 - 342,200
Philip Clark AO	2020 317,024 21,003 - 338,027
	2021 116,902 14,906 40,000 171,808
Steven Crane	2020 115,434 14,766 40,000 170,200
	2021 116,468 15,340 45,000 176,808
Dr Kirstin Ferguson	2020 115,000 15,200 45,000 175,200
	2021 117,119 14,689 37,500 169,308
Beth Laughton	2020 116,301 13,899 30,000 160,200
	2021 32,976 3,726 6,250 42,952
Philip Redmond	2020 115,434 14,766 40,000 170,200
	2021 116,902 14,906 40,000 171,808
Belinda Robson	2020 115,434 14,766 40,000 170,200
	2021 820,873 85,261 168,750 1,074,884
Total	2020 894,627 94,400 195,000 1,184,027

37

Shopping Centres Australasia Property Group Remuneration Report

4.3 Non-Executive Director unitholding

Non-Executive Director	Held as at 30 June 2020	Changes during the year	Held as at 30 June 2021
Philip Clark AO	201,094	-	201,094
Steven Crane	88,888	32,000	120,888
Dr Kirstin Ferguson	35,069	1,641	36,710
Beth Laughton	18,331	5,343	23,674
Philip Redmond1	87,853	(87,853)	-
Belinda Robson	62,495	-	62,495

1. Philip Redmond resigned on 30 September 2020 and therefore the number of stapled securities are shown as nil.

38

Shopping Centres Australasia Property Group Remuneration Report

5. ADDITIONAL INFORMATION

5.1 Events subsequent

FY22 STI

The Board has reviewed the STI metrics in line with an improving COVID-19 environment as it relates to SCP’s portfolio. As such, two new metrics have been added for FY22 being leasing spreads and acquisitions. Consistent with SCP’s FY22 strategic objectives, the FY22 STI performance conditions are as follows:

• AFFO per unit: 50%

• Leasing spreads: 10%

• Acquisitions: 10%

• Rent collection: 10%

• Personal: 20%

As Directors of SCPRE, units may only be acquired under the incentive plan by Mr Mellowes and Mr Fleming (instead of their equivalent cash value at the time of vesting) if Unitholders approve the issue. Any units granted to Mr Mellowes and Mr Fleming will be deferred for one year consistent with FY21.

FY22 LTI

The FY22 hurdles and metrics are set out below, and are substantially the same as for FY21, with the only change being in relation to the vesting schedule for the Relative TSR tranche. The Board conducted a review of market practice and has decided to amend the vesting schedule such that vesting commences at 50% of the tranche for performance exceeding the threshold hurdle. Consistent with prior LTI grants, no LTI will vest for performance equal to the threshold hurdle or below.

The ranges below are designed as stretch targets for strong to exceptional performance. They do not represent the Executives’ or the Board’s forecasts, and nor should they be taken as guidance as to likely or potential future outcomes.

The LTI rights are subject to a four-year vesting period comprising a three-year forward-looking performance period and a oneyear deferral period (together the “vesting period”). Any rights that do not vest following testing of the performance conditions are forfeited.

The LTI rights that meet the performance hurdles will vest in one instalment on or about 1 July 2025, being four years from the commencement of the performance period.

The performance conditions for the FY22 LTI are as follows:

Relative TSR performance condition – weighting 60% (Relative TSR Tranche)

Subject to satisfaction of the performance conditions, the Relative TSR Tranche will vest on the following basis:

	Position of SCA Property
	Group relative to
	constituents of the
	S&P/ASX 200 A-REIT	% of Tranche 1	% of total
	Accumulation Index	LTI rights that vest	LTI rights that vest
At or below Threshold	Less than or equal to 50th percentile	0%	0%
		Vest on a straight-line basis	Vest on a straight-line basis
Between Threshold and	Between 50th percentile	between 50% at	between 0% vesting at
Maximum	and 75th percentile	Threshold and 100% at	Threshold and 60% at
		Maximum	Maximum
Maximum	At or above 75thpercentile	100%	60%

39

Shopping Centres Australasia Property Group Remuneration Report

AFFOPU performance condition – weighting 40% (AFFOPU Tranche)

The FY22 “base point” for measuring the rate of AFFOPU growth is 15 cents per unit. The Board may at its absolute discretion adjust the AFFOPU achieved (for the purpose of measurement) to remove abnormal items not affected by Management.

Subject to satisfaction of the performance conditions, the AFFOPU Tranche will vest on the following basis:

	Growth in AFFOPU over
	LTI performance period	% of Tranche 2	% of total
	above base point	LTI rights that vest	LTI rights that vest
At or below Threshold	Less than or equal to 2% p.a.	0%	0%
Between Threshold and Maximum	Between 2.0% and 5.0% p.a.	Vest on a straight-line basis between 0% at Threshold and 100% at Maximum	Vest on a straight-line basis between 0% at Threshold and 33.33% at Maximum
Maximum	At or above 5.0% p.a.	100%	40%

Signed pursuant to a resolution of Directors.

==> picture [109 x 39] intentionally omitted <==

Philip Marcus Clark AO Chairman, SCA Property Group

5.2 Definitions

AFFOPU means Adjusted Funds from Operations Per Unit KPI means key performance indicator ARMCC means Audit, Risk Management and Compliance Committee LTI means Long-Term Incentive Cash NOI means cash property net operating income MER means Management Expense Ratio CEO means Chief Executive Officer NEDs means Non-Executive Directors CFO means Chief Financial Officer NOI means net operating income CPU means cents per unit NTA means net tangible assets DEPU means distributable earnings per unit ROE means return on equity DRP means Distribution Reinvestment Plan STI means Short-Term Incentive FBT means Fringe Benefits Tax TFR means total fixed remuneration FFO means Funds from Operations TRO means total remuneration opportunity FFOPU means Funds from Operations per Unit TSR means total securityholder return GC/CS means General Counsel/Company Secretary VCX NOI means cash net operating income from the centres acquired from VCX in 2018 KMP means Key Management Personnel

40

Deloitte Touche Tohmatsu A.C.N. 74 490 121 060

==> picture [148 x 28] intentionally omitted <==

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1217 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

The Board of Directors

Shopping Centres Australasia Property Group RE Limited as Responsible Entity for Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust Level 5, 50 Pitt Street Sydney NSW 2000

16 August 2021

Dear Directors

Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Shopping Centres Australasia Property Group RE Limited as Responsible Entity for Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust.

As lead audit partner for the audit of the financial statements of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• (ii) any applicable code of professional conduct in relation to the audit.

Yours faithfully

DELOITTE TOUCHE TOHMATSU

==> picture [148 x 42] intentionally omitted <==

Andrew J Coleman Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

41

Shopping Centres Australasia Property Group Consolidated Statements of Comprehensive Income

For the year ended 30 June 2021

	SCA Property Group	Retail Trust
Notes	30 June 2021 30 June 2020	30 June 2021 30 June 2020
	$m $m	$m $m
Revenue
Rental income	253.7 254.8 36.9 34.2 2.2 1.7 1.6 1.7 294.4 292.4 (100.1) (108.6) (17.5) (13.8) 176.8 170.0 354.2 (87.9) (65.9) 51.4 35.3 (8.1) 5.6 - (0.8) (1.5) 505.2 123.9 0.2 0.3 (41.8) (38.2) 463.6 86.0 (0.7) (0.5) 462.9 85.5 3.1 (6.9) 466.0 78.6 1.0 0.7 461.9 84.8 462.9 85.5 1.0 0.7 465.0 77.9 466.0 78.6	253.7 254.8 36.9 34.2 - - 1.6 1.7
Recoveries and recharge revenue
Fund management revenue
Distribution income CQR 11
		292.2 290.7 (100.1) (108.6) (17.0) (13.3)
Expenses
Property expenses
Corporate costs
		175.1 168.8 354.2 (87.9) (65.9) 51.4 35.3 (8.1) 5.6 - (0.8) (1.5)
Unrealised gain/(loss) including change in fair value through profit or loss
- Investment properties 13
- Derivatives
- Foreign exchange
- Share of net profit from associates (SURF funds) 14
Transaction costs 7
Earnings before interest and tax (EBIT)		503.5 122.7 0.2 0.3 (41.8) (38.2)
Interest income
Finance costs 8
Net profit before tax		461.9 84.8 - -
Taxation 9
Netprofit after tax		461.9 84.8
		3.1 (6.9)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Movement on revaluation of Investment - fair value through other comprehensive income 11
Total comprehensive income		465.0 77.9
Net profit after tax attributable to security holders of:
SCA Property Management Trust
SCA PropertyRetail Trust(non-controllinginterest)
Netprofit after tax
Total comprehensive income for the period attributable to unitholders of:
SCA Property Management Trust
SCA Property Retail Trust (non-controlling interest)
Total comprehensive income
Distributions per stapled security (cents) 5	12.4 12.5	12.4 12.5
Weighted average number of securities used as the denominator in calculating basic earnings per security below Basic earnings per stapled security (cents) 6 Weighted average number of securities used as the denominator in calculating diluted earnings per stapled security below Diluted earnings per stapled security (cents) 6 Basic earnings per security (cents) 6 SCA Property Management Trust Diluted earnings per security of (cents) 6 SCA Property Management Trust	1,077.3 960.9 43.0 8.9 1,081.6 964.6 42.8 8.9 0.1 0.1 0.1 0.1	1,077.3 960.9 42.9 8.8 1,081.6 964.6 42.7 8.8

The above Consolidated Statements of Comprehensive Income should be read in conjunction with the accompanying notes.

42

Shopping Centres Australasia Property Group Consolidated Balance Sheets

At 30 June 2021

			SCA Property Group	SCA Property Group		Retail Trust	Retail Trust
		Notes	30 June 2021	30 June 2020		30 June 2021	30 June 2020
			$m	$m		$m	$m
	Current assets
	Cash and cash equivalents	4	11.6 35.1 6.2 25.8 10.9	183.8		10.3 32.4 6.2 25.8 9.7	182.7
	Receivables	10		34.2			34.2
	Derivative financial instruments	17		6.1			6.1
	Investment in CQR	11		22.7			22.7
	Other assets	12		2.8			2.3
	Total current assets		89.6	249.6		84.4	248.0
			4,000.0 101.7 10.1 7.5			4,000.0 101.7 10.1 5.8
	Non-current assets
	Investment properties	13		3,138.2 177.7			3,138.2
	Derivative financial instruments	17					177.7
	Investment in associates (SURF funds)	14		15.9			15.9
	Other assets	12		8.3			5.9
	Total non-current assets		4,119.3	3,340.1		4,117.6	3,337.7
	Total assets		4,208.9	3,589.7		4,202.0	3,585.7
			67.5 72.4 0.2 4.5			77.7 72.4 0.2 0.5
	Current liabilities
	Trade and other payables	15		58.3			68.5
	Distribution payable	5		53.6			53.6
	Derivative financial instruments	17		2.5			2.5
	Provisions			1.7			-
	Interest bearingliabilities	16	-	225.0		-	225.0
	Total current liabilities		144.6	341.1		150.8	349.6
			1,331.5 - 0.3			1,331.5 - -
	Non-current liabilities
	Interest bearing liabilities	16		858.6			858.6
	Derivative financial instruments	17		7.7			7.7
	Provisions			0.2			-
	Other liabilities	12	7.7	8.1		6.4	6.3
	Total non-current liabilities		1,339.5	874.6		1,337.9	872.6
	Total liabilities		1,484.1	1,215.7		1,488.7	1,222.2
	Net assets		2,724.8	2,374.0		2,713.3	2,363.5
			10.2 - 1.3 2,713.3			1,980.3 7.0 726.0 -
	Equity
	Contributed equity	18		10.2			1,962.6
	Reserves	19		-			3.0
	Accumulated profit	20		0.3			397.9
	Non-controllinginterest			2,363.5			-
	Total equity		2,724.8	2,374.0		2,713.3	2,363.5

The above Consolidated Balance Sheets should be read in conjunction with the accompanying notes.

43

Shopping Centres Australasia Property Group Consolidated Statements of Changes in Equity

For the year ended 30 June 2021

		SCA Property Group	SCA Property Group
		Contributed equity Accumulated profit/(loss) Attributable to owners of parent Non- controlling interest Total
Notes		$m $m $m $m $m
Balance at 1 July 2020		10.2 0.3 10.5 2,363.5 2,374.0 - 1.0 1.0 461.9 462.9 - - - 3.1 3.1
Net profit after tax for the period
Other comprehensive income for theperiod,net of tax 19
Total comprehensive income for theperiod		- 1.0 1.0 465.0 466.0
Transactions with unitholders in their capacity as equity holders:
Equity issued 18		- - - 17.8 17.8 - - - (0.1) (0.1) - - - 0.9 0.9 - - - (133.8) (133.8)
Costs associated with equity raising 18
Employee share based payments 19
Distributionspaid andpayable 5
		- - - (115.2) (115.2)
Balance at 30 June 2021		10.2 1.3 11.5 2,713.3 2,724.8
Balance at 1 July 2019		9.0 (0.4) 8.6 2,095.3 2,103.9
Net profit after tax for the period		- 0.7 0.7 84.8 85.5
Other comprehensive income for theperiod,net of tax 19		- - - (6.9) (6.9)
Total comprehensive income for theperiod		- 0.7 0.7 77.9 78.6
Transactions with unitholders in their capacity as equity holders:
Equity issued 18		1.2 - 1.2 319.0 320.2
Costs associated with equity raising 18		- - - (6.1) (6.1)
Employee share based payments 19		- - - 0.9 0.9
Distributionspaid andpayable 5		- - - (123.5) (123.5)
		1.2 - 1.2 190.3 191.5
Balance at 30 June 2020		10.2 0.3 10.5 2,363.5 2,374.0
			Retail Trust
		Contributed	Reserves Accumulated profit Total Investment in CQR Share based payments
		equity
Notes		$m	$m $m $m $m
Balance at 1 July 2020		1,962.6	(3.3) 6.3 397.9 2,363.5
Net profit after tax for the period		-	- - 461.9 461.9
Other comprehensive income for the period, net of tax 19		-	3.1 - - 3.1
Total comprehensive income for the period		-	3.1 - 461.9 465.0
Transactions with unitholders in their capacity as equity holders:
Equity issued 18		17.8	- - - 17.8
Costs associated with equity raising 18		(0.1)	- - - (0.1)
Employee share based payments 19			- 0.9 - 0.9
Distributions paid and payable 5			- - (133.8) (133.8)
		17.7	- 0.9 (133.8) (115.2)
Balance at 30 June 2021		1,980.3	(0.2) 7.2 726.0 2,713.3
Balance at 1 July 2019		1,649.7	3.6 5.4 436.6 2,095.3
Net profit after tax for the period		-	- - 84.8 84.8
Other comprehensive income for the period, net of tax 19		-	(6.9) - - (6.9)
Total comprehensive income/ (loss) for the period		-	(6.9) - 84.8 77.9
Transactions with unitholders in their capacity as equity holders:
Equity issued 18		319.0	- - - 319.0
Costs associated with equity raising 18		(6.1)	- - - (6.1)
Employee share based payments 19		-	- 0.9 - 0.9
Distributions paid and payable 5		-	- - (123.5) (123.5)
		312.9	- 0.9 (123.5) 190.3
Balance at30 June2020		1,962.6	(3.3) 6.3 397.9 2,363.5

The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes.

44

Shopping Centres Australasia Property Group Consolidated Statements of Cash Flows

For the year ended 30 June 2021

	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
Note	$m $m	$m $m
Cash flows from operating activities
Property and other income received (inclusive of GST) Property expenses paid (inclusive of GST) Distribution received from associate (SURF funds) 14 Distribution received from investment in CQR 11 Corporate costs paid (inclusive of GST) Interest received Finance costs paid Transaction costs (inclusive of GST) Taxes paid including GST	341.8 314.6 (111.7) (105.1) 1.7 1.4 1.4 3.2 (13.7) (13.2) 0.4 0.1 (45.5) (38.5) (0.4) (1.7) (29.0) (13.5)	339.2 313.8 (111.7) (105.1) 1.7 1.4 1.4 3.2 (13.1) (12.4) 0.4 0.1 (45.5) (38.5) (0.4) (1.7) (27.2) (13.5)
Net cash flow from operating activities 21	145.0 147.3	144.8 147.3
Cash flows from investing activities
Payments for investment properties purchased and capital expenditure 13	(515.0) (111.4)	(515.0) (111.4)
Net proceeds from investment properties sold 13	- 21.5	- 21.5
Repayment / (payment) for term deposits 4	180.0 (180.0)	180.0 (180.0)
Return of capital from investment in associates 14	10.1 9.0	10.1 9.0
Net cash flow from investing activities	(324.9) (260.9)	(324.9) (260.9)
Cash flow from financing activities
Proceeds from equity raising 18	17.8 320.2	17.8 320.2
Costs associated with equity raising 18	(0.1) (6.1)	(0.1) (6.1)
Net proceeds from borrowings 16	645.0 178.0	645.0 178.0
Repayment of borrowings 16	(360.0) (240.0)	(360.0) (240.0)
Distributions paid 5	(115.0) (138.9)	(115.0) (138.9)
Net cash flow from financing activities	187.7 113.2	187.7 113.2
Net change in cash held	7.8 (0.4)	7.6 (0.4)
Cash at the beginning of the year	3.8 4.2	2.7 3.1
Cash at the end of the year	11.6 3.8	10.3 2.7
Term deposits	- 180.0	- 180.0
Cash and cash equivalents 4	11.6 183.8	10.3 182.7

The above Consolidated Statements of Cash Flows should be read in conjunction with the accompanying notes.

45

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

1. Corporate information

Shopping Centres Australasia Property Group (the Group) comprises the stapling of the securities in two Australian managed investment schemes, Shopping Centres Australasia Property Management Trust (Management Trust) (ARSN 160 612 626) and Shopping Centres Australasia Property Retail Trust (Retail Trust) (ARSN 160 612 788) (collectively the Trusts).

The Responsible Entity of both Trusts is Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603) (Responsible Entity). The registered office of Shopping Centres Australasia Property Group RE Limited is Level 5, 50 Pitt Street, Sydney, New South Wales.

The Financial Statements of the Group comprise the consolidated Financial Statements of the Management Trust and its controlled entities including the Retail Trust and its controlled entities. The Financial Statements of the Retail Trust comprise the Consolidated Financial Statements of the Retail Trust and its controlled entities. The Directors of the Responsible Entity have authorised the Financial Report for issue on 16 August 2021.

2. Significant accounting policies

(a) Basis of preparation

In accordance with AASB 3 Business Combinations, the stapling arrangement discussed above is regarded as a business combination and Shopping Centres Australasia Management Trust has been identified as the Parent for preparing Consolidated Financial Statements.

These Consolidated Financial Statements are combined financial statements and accompanying notes of both Shopping Centres Australasia Property Group and the Shopping Centres Australasia Property Retail Trust Group. The Financial Statements have been presented in Australian dollars unless otherwise stated.

Historical cost convention

The Financial Statements have been prepared on the basis of historical cost, except for certain non-current assets and financial instruments that are measured at fair value.

Going concern

These Consolidated Financial Statements are prepared on a going concern basis. The impact of COVID-19 pandemic has resulted in a portion of the tenants of the Group experiencing challenging and uncertain times. Whilst the situation is evolving, the Group remains confident that it will be able to continue as a going concern. In reaching this position, it has considered that the Group and Retail Trust are in a net current asset deficiency position of $55.0 million. At 30 June 2021 the Group and Retail Trust have the ability to drawdown sufficient funds to pay the current liabilities and the capital commitments (refer note 23), having available, cash and cash equivalents and undrawn debt facilities of $290.6 million.

The Group has prepared an assessment of its ability to continue as a going concern, taking into account information available.

Whilst the COVID-19 situation is evolving, the Group remains confident that it will be able to continue as a going concern. This assumes the Group will be able to continue trading, realise assets and discharge liabilities in the ordinary course of business for at least 12 months from the date of the financial statements. In reaching this position, the following factors have been considered:

• The Group has cash and cash equivalents and undrawn facilities totalling of $290.6 million

• The Group’s major tenants continue to trade strongly and pay rent in a timely manner

• The Group has debt facility expiries of $200.0 million in the next 24 months and $290.6 million of cash and undrawn facilities

• The Group is well within its gearing and interest cover ratio for the purposes of its debt covenants

• Stress testing of the covenants results in adequate levels of headroom from both a gearing and interest cover ratio perspective

On the basis of these factors, the Directors of the Responsible Entity believe that the going concern basis of preparation is appropriate and that the Group will be able to pay its debts as and when they fall due. In the event that the Group cannot continue as a going concern, it may not realise its assets and settle its liabilities in the normal course of operations for the amounts stated in its Financial Statements. No allowance for such circumstances has been made in the Financial Statements.

46

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

(b) Statement of compliance

The Financial Report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (the Board or AASB) and the Corporations Act 2001.

The Financial Report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

For the purposes of preparing the financial statements, the Group is a for-profit entity.

Application of new and revised Accounting Standards

The Group and the Retail Trust have applied amendments to AASBs issued by the Australian Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July 2020, and therefore relevant for the current year end. The application of these amendments does not have any material impact on the disclosures, or the amounts recognised in the Group’s Financial Statements.

The accounting policies adopted by the Group are consistent with those of the previous financial year.

(c) Basis of consolidation

The Consolidated Financial Statements of Shopping Centres Australasia Property Group incorporate the assets and liabilities of Shopping Centres Australasia Property Management Trust (the Parent) and all of its subsidiaries, including Shopping Centres Australasia Property Retail Trust and its subsidiaries. Shopping Centres Australasia Property Management Trust has been identified as the parent entity in relation to the stapling. The results and equity of Shopping Centres Australasia Property Retail Trust (which is not directly owned by Shopping Centres Australasia Property Management Trust) have been treated and disclosed as a non-controlling interest. Whilst the results and equity of Shopping Centres Australasia Property Retail Trust are disclosed as a non-controlling interest, the security holders of Shopping Centres Australasia Management Trust are the same as the security holders of Shopping Centres Australasia Property Retail Trust.

These Financial Statements also include a separate column representing the Financial Statements of Shopping Centres Australasia Property Retail Trust, incorporating the Consolidated Statements of Comprehensive Income, Consolidated Balance Sheets, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows of the Group and Shopping Centres Australasia Property Retail Trust.

Subsidiaries are all entities over which the Group has control. Control is defined as having rights to variable returns from involvement in the investee and having the ability to affect those returns through its power over the investee.

Where an entity began or ceased to be a controlled entity during the reporting year, the assets, liabilities and results are consolidated only from the date control commenced or up to the date control ceased.

In preparing the Consolidated Financial Statements, all intra-group transactions and balances, including unrealised profits arising thereon, have been eliminated in full.

Investments in associates

Associates are entities over which the Group has significant influence but not control. Investments in associates are accounted for in the consolidated Balance Sheet by using the equity method of accounting after initially being recognised at cost. Under the equity accounting method, the Group’s share of the associates’ post acquisition net profit after income tax expense is recognised in the Consolidated Statement of Comprehensive Income. Distributions received or receivable from associates are recognised in the consolidated financial report as a reduction of the carrying amount of the investment.

(d) Revenue recognition

Rental income from investment properties is accounted for on a straight line basis over the lease term. If not received at the balance sheet date, revenue is reflected in the balance sheet as receivable and carried at its recoverable value. Recoveries and recharges from tenants are recognised as income in the year the applicable costs are accrued.

Certain tenant allowances that are classified as lease incentives are recorded as part of investment properties and amortised over the term of the lease. The amortisation is recorded against property income.

Waivers granted to tenants proportionate to the decrease in their sales during the pandemic period are recognised as loss on derecognition of the lease receivable immediately. These waivers linked to the tenant’s turnover are variable in nature and therefore straight lining income is not revised. Where a waiver of future rent has been agreed before the reporting date, this has resulted in a lease modification in line with AASB 16.

47

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

All other revenues are recognised when control of the underlying goods or services is transferred to the customer over time or at a point in time. Revenue is recognised over time if:

• The customer simultaneously receives and consumes the benefits;

• The customer controls the assets as the entity creates or enhances it; or

• The Group’s performance does not create an asset for which the Group has an alternative use and there is a right to payment for performance to date.

Where the above criteria is not met, revenue is recognised at a point in time.

Type of revenue	Description	Revenue recognition policy under
		AASB 15
Recoveries revenue	The Group and Retail Trust recovers the costs associated with general	Over time as the customer
	building and tenancy operation from lessees in accordance with specific	simultaneously receives and consumes
	clauses within lease agreements. These are invoiced periodically	the benefit of the service
	(typically monthly) based on an annual estimate. The consideration is due
	shortly after invoice date (typically 30 days). Should any adjustment be
	required based on actual costs incurred this is recognised in the
	statement of profit and loss within that reporting period and billed
	annually. Recoveries revenue will only be recorded to the extent that it is
	highly probable that a significant reversal of revenue will not occur.
Recharge revenue	The Group and Retail Trust recoveries costs for any additional specific	Over time as the customer
	services requested by the lessee under the lease agreement. These costs	simultaneously receives and consumes
	are recovered in accordance with specific clauses within the lease	the benefit of the service
	agreements. Revenue from recharges is recognised as the services are
	provided. The lessee is typically invoiced on a monthly basis as the
	services are provided. The lessee is invoiced periodically or upon
	completion where applicable. Consideration is due shortly after the
	invoice date.
Funds management revenue – asset	The Group provides funds management services to SCA Unlisted Retail	Over time as the customer
management fees	Funds in accordance with their Constitutions and Investment	simultaneously receives and consumes
	Management Agreement. These services are utilised on an ongoing basis	the benefit of the service
	and revenue is calculated and billed periodically.
Funds management revenue –	The Group provides funds management services to SCA Unlisted Retail	Over time subject to the constraints
performance fees	Funds. In accordance with the Investment Management Agreement a	within AASB 15 for variable
	performance fee may be payable in certain circumstances.	consideration

Refer to note 3 for the COVID-19 impact on revenue.

(e) Finance costs

Finance costs include interest payable on bank overdrafts and short-term and long-term borrowings, payments on derivatives and amortisation of ancillary costs incurred in connection with arrangement of borrowings.

Finance costs are expensed as incurred except to the extent that they are directly attributable to the acquisition, construction or production of a qualifying asset.

In these circumstances, borrowing costs are capitalised to the cost of the assets until the assets are ready for their intended use or sale. Total interest capitalised within the Group must not exceed the net interest expense of the Group in any year, and project values, including all capitalised interest attributable to projects, must continue to be recoverable. In the event that a development is suspended for an extended period of time, the capitalisation of borrowing costs is also suspended.

(f) Tax

The Group comprises of taxable and non-taxable entities. A liability for current and deferred taxation is only recognised in respect of taxable entities that are subject to income tax and potential capital gains tax as detailed below.

The Retail Trust is the property owning trust and is treated as a trust for Australian tax purposes. Under current Australian income tax legislation, the Retail Trust is not liable to Australian income tax, including capital gains tax, provided that members are presently entitled to the income of the Trust as determined in accordance with the Trust’s constitution. Management Trust is treated as a company for Australian tax purposes which means it is subject to income tax.

Deferred tax is provided on all temporary differences on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

48

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

(g) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST (or equivalent tax in overseas locations) except where the GST incurred on purchases of goods and services is not recoverable from the tax authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

Receivables and payables are stated with the amounts of GST included. The net amount of GST receivable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and short term time deposits to meet short term commitments. Investments in term deposits which are short term in nature are also included in cash and cash equivalents. Term deposits included in cash and cash equivalents are deposits that are subject to an insignificant risk of changes in value. All term deposits are to meet short term financial commitments.

(i) Trade and other receivables

Trade and other receivables are carried at original invoice amount, less ECL, and are usually due within 30 days.

Collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts that are determined to be uncollectable are written off when identified.

The Group uses the specific ECL model for the credit loss allowance whereby the outstanding balance is analysed, and the provision is determined by applying default percentages adjusted for other current observable data. The group also recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the asset. Refer to note 3 for COVID-19 impact on ECL.

(j) Investment properties

Investment properties comprise investment interest in land and buildings (including integral plant and equipment) held for the purpose of letting to produce rental income, including properties that are under construction for future use as investment properties.

Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, the investment properties are stated at fair value. Fair value of investment properties is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The best evidence of fair value is given by current prices in an active market suitable for similar property in the same location and condition. Gains and losses arising from changes in the fair values of investment properties are recognised in Consolidated Statement of Comprehensive Income in the period in which they arise.

At each reporting date, the carrying values of the investment properties are assessed by the Directors and where the carrying value differs from the Directors’ assessment of fair value, an adjustment to the carrying value is recorded as appropriate.

The Directors’ assessment of fair value of each investment property takes into account latest independent valuations, with updates taking into account any changes in estimated yield, underlying income and valuations of comparable properties. In determining the fair value, the capitalisation of net income method and / or the discounting of future net cash flows to their present value have been used, which are based upon assumptions and judgements in relation to future rental income, property cap rate or estimated yield and consideration of market evidence of transaction prices for similar properties.

Investment properties under development are classified as investment property and stated at fair value at each reporting date. Fair value is assessed with reference to reliable estimates of future cash flows, status of the development and the associated risk profile.

Land and buildings are considered as having the function of an investment and therefore are regarded as a composite asset, the overall value of which is influenced by many factors, the most prominent being income yield, rather than by the reduction in value of the building content due to the passing of time. Accordingly, the buildings and all components thereof, including integral plant and equipment for the building, are not depreciated.

Incentives such as cash, rent-free periods, lessee or lessor owned fit outs may be provided to lessees to enter into an operating lease. Leasing fees may also be paid for the negotiation of leases. These incentives and lease fees are capitalised to the investment property and are amortised on a straight-line basis over the lesser of the term of the lease and the useful life of the fit out, as a reduction of rental income. The carrying amounts of the lease incentives and leasing fees are reflected in the fair value of investment properties. Refer to note 3 for COVID-19 impact on investment property valuations.

49

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

(k) Recoverable amount of assets

At each reporting date, an assessment is made as to whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the recoverable amount is estimated and if the carrying amount of that asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

(l) Payables

Trade and other payables are carried at amortised cost and due to their short term nature, they are not discounted.

Distribution

Distributions payable are recognised in the reporting period in which they are declared, determined or publicly recommended by the Directors. Where such distributions have not been paid at reporting date they are recognised as a distribution payable.

All distributions are paid out of accumulated profits / accumulated losses, whether they are capital or income in nature from a tax perspective.

(m) Employee benefits

Equity based compensation arrangements

Equity based payments to employees are measured at the fair value of the equity instrument at the grant date. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest and adjusts for non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity settled employee benefits reserve.

(n) Interest bearing liabilities

Borrowings are initially recognised at fair value, net of transaction costs incurred, and subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit and loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are deferred and expensed over the term of the respective agreement.

(o) Derivative and other financial instruments

The Group holds derivative financial instruments to hedge foreign currency and interest rate risk exposures arising from operational, financing and investing activities.

The Group has set defined policies and has implemented a comprehensive hedging program to manage interest and exchange rate risk. Derivative financial instruments are transacted to achieve the economic outcomes in line with the Group’s treasury policy. Derivative instruments are not transacted for speculative purposes. Derivative financial instruments are recognised initially at cost and remeasured at fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group does not designate any derivative financial instrument as hedging instruments.

Where applicable, the fair value of currency and interest rate options and cross currency interest rate swaps are calculated by reference to relevant market rates for contracts with similar maturity profiles. The fair value of interest rate swaps are determined by reference to applicable market yield curves and include counterparty risk.

Changes in fair value of derivatives is recognised in the Consolidated Statements of Comprehensive Income.

Distributions from these investments are recognised in profit or loss when the Group’s right to receive payments is established.

(p) Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received. Any transaction costs arising on the issue of ordinary securities are recognised in equity as a reduction of the proceeds received.

(q) Earnings per security

Basic earnings per security is calculated as profit after tax attributable to security holders divided by the weighted average number of ordinary securities issued.

Diluted earnings per security is calculated as profit after tax attributable to security holders divided by the weighted average number of ordinary securities and dilutive potential ordinary securities.

50

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

(r) Segment reporting

Segment information is presented on the same basis as that used for internal reporting purposes. The segment is reported in a manner that is consistent with internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors of the Responsible Entity.

(s) Investments at fair value through other comprehensive income

Investments that are fair valued through other comprehensive income include investments in non-monetary securities. These investments are initially measured at cost at date of acquisition, which represents fair value, and include transaction costs. Subsequent to initial recognition, they are carried at fair value.

Unrealised gains and losses arising from changes in fair value are recognised in other comprehensive income.

When securities are sold or impaired, the accumulated fair value adjustments remains in other comprehensive income and is not reclassified to profit or loss.

(t) Assets classified as held for sale

Non-current assets are classified as held for sale, if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. Such assets are disclosed separately and are disclosed as current assets if it is expected they will be sold less than one year from the balance sheet date. Held for sale assets are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets classified as held for sale are also presented separately from other assets in the balance sheet.

(u) Leases

For leases where the Group is the lessee, a separate right-of-use asset and lease liability is recognised in the Consolidated Balance Sheets. Measurement of the lease liability is the present value of the lease payments that are not paid at the date of transition, discounted using an appropriate discount rate. The right of use asset is presented within the Consolidated Balance Sheets within Other assets and the lease liability within Other liabilities respectively.

The right of use asset is amortised over the remaining lease term (including the period covered by the extension option), and the lease liability is measured on an effective interest basis.

(v) Use of estimates and judgements

The preparation of Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The significant judgements and estimates used in the preparation of these financial statements are outlined below.

Judgement – Classification and carrying value of investments

The SCA Property Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Critical judgements are made in assessing whether an investee entity is controlled or subject to significant influence or joint control. These judgements include an assessment of the nature, extent and financial effects of the Group’s interest in joint arrangements and associates, including the nature and effects of its contractual relationship with the entity or with other investors. Associates are entities over which the Group has significant influence but not control.

Judgement – Selection of parent entity

In determining the parent entity of the Shopping Centre Australasia Property Group, the Directors considered various factors including asset ownership, debt obligation, management and day to day responsibilities. The Directors concluded that management activities were more relevant in determining the parent.

Shopping Centres Australasia Property Management Trust has been determined as the parent of the Shopping Centres Australasia Property Group.

Estimate – Valuation of investment properties

Critical judgements are made by the Directors in respect of the fair value of investment properties including properties under construction and those that are classified as assets held for sale. The fair value of these investments are reviewed regularly by management with reference to independent property valuations, recent transactions and market conditions existing at reporting date, using generally accepted market practices.

51

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

The major critical assumptions underlying estimates of fair values are those relating to the capitalisation of income and the discount rate. Other assumptions of lesser importance include consideration of the property type, location and tenancy profile together with market sales and other matters such market rents, current rents including possible rent reversion, capital expenditure, lease expiry profile including vacancy, type of tenants, capital expenditure and sales growth of the centre. If there is any change in these assumptions or economic conditions, the fair value of the investment properties may differ. See further disclosure regarding assumptions used in valuation of investment properties in note 13 and COVID-19 impact in note 3.

Estimate – Valuation of financial instruments

The fair value of derivatives assets and liabilities are based on assumptions of future events and involve significant estimates. The basis of valuation for the Group’s derivatives are set out in note 17. The value of derivatives may differ in future reporting periods due to the passing of time and / or changes in market rates including interest rates, foreign exchange rates and market volatility.

Estimate – Expected credit loss (ECL)

The ECL is based on management estimates of probability of recoverability rent invoiced. The basis of these estimates is set out in the note 3. Should the actual results differ the actual credit loss will change and the difference will be included in the financial year 2022 result or following year(s) .

3. Impact of COVID-19 pandemic

The events relating to COVID-19 have had an adverse impact on both the operations and financial performance of the Group during the current year and prior year. These impacts have included: volatility in the retail sales performance of our tenants; government-imposed trading restrictions on some of our tenants; receipt of State government grants; rental relief for some of our tenants including pursuant to legislation in each state and territory implementing the National Cabinet Mandatory Code of Conduct (“Code of Conduct”) that ended for most of Australia in March 2021 that provided for rental relief for small and medium sized enterprise tenants; higher than normal rental arrears by our speciality tenants; an increase in expenses, (for example extra cleaning and security); rent freezes; increased vacancy; reduced leasing spreads; increased incentives; reduced other income; and due to uncertainty some valuers have included additional disclosure around “material valuation uncertainty”.

As these COVID-19 related impacts may be ongoing, there may be continued uncertainty in relation to the future financial performance of the Group.

The implications of the above on the Consolidated Financial Statements falls broadly into two areas: recording and collecting of rental income; and investment properties fair value. The accounting treatments and key estimates and significant judgements in each of these areas are set out below.

Recording and collecting of rental income

Under the Code of Conduct, the Group was obliged to grant rent waivers of $6.9 million and deferrals of $3.6 million to qualifying tenants. Rent that was waived was not recognised as rental income and no receivable was raised. However, rent that was deferred was recognised as rental income and a corresponding receivable was also raised. Any balance of unpaid rent was recognised as rental income and a corresponding receivable was raised.

At 30 June 2021 the Group had a rental receivable of $13.4 million, against which an expected credit loss provision of $9.8 million has been raised. In determining the size of the ECL provision, the following estimates have been made:

• Deferred rent: an ECL provision has been raised for 100% of the rent that has been, or is expected to be, deferred to future periods, or $6.0 million ;

• Other unpaid rent: a detailed assessment has been made of the remaining unpaid rent taking into account the age of the debt and historic collection rates. Based on this assessment an ECL provision has been raised for 49% of the remaining unpaid rent amount, or $3.6 million ;

• Further loss allowances: in addition to the above, an assessment has been made about the risk of default and expected credit loss for all other receivables, resulting in an ECL provision of $0.6 million ; and

• Bank guarantees: it is assumed that the Group will draw on bank guarantees for tenants with remaining lease terms of 12 months or less, resulting in a reduction in the ECL provision of ($0.4) million .

Investment properties fair value

In determining the fair value of investment properties it is necessary to make assumptions in relation to both the future financial performance of the investment properties (particularly forecast earnings and cash flows), and also to consider market transactional evidence as to the capitalisation rates and the discount rates investors are willing to pay for those earnings and cash flows. While significant uncertainty remains in relation to both of these assumptions, valuers are now more comfortable than they were at June 2020 due to:

• Future financial performance: more experience as to the actual impact of COVID-19 on convenience-based shopping centres; and

• Market transaction evidence: since June 2020 there have been a number of completed transactions for conveniencebased shopping centres demonstrating that capitalisation rates for this asset class have stabilised or tightened.

The like-for-like valuation of the Group’s investment properties has increased since June 2020, due to:

52

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

• The allowance for future lost rents directly related to the COVID-19 pandemic has decreased by $27.4 million to $nil (from $27.4 million at June 2020);

• Valuation net operating income increased by $2.8 million (or 1.3%) between June 2020 and June 2021;

• Capitalisation rates tightened 61bps from 6.51% at June 2020 to 5.90% at June 2021; and

• Discount rates tightened 46bps from 7.08% in June 2020 to 6.62% in June 2021.

In some cases independent valuers have included a statement within some of their valuation reports highlighting a “material valuation uncertainty”. This statement serves as a precaution, does not invalidate the valuation and does not mean that the valuation cannot be relied upon. Rather, it is intended to highlight the current extraordinary circumstances.

4. Cash and cash equivalents

4. Cash and cash equivalents
	SCA Property Group		Retail Trust
	30 June 2021 30 June 2020		30 June 2021 30 June 2020
	$m $m		$m $m
Cash at bank	11.6 3.8		10.3 2.7
Term deposits	- 180.0		- 180.0
	11.6 183.8		10.3 182.7

In the prior year, the Group had $180.0 million in investment in term deposits. The term deposits were short term and for fixed terms with less than 45 days remaining to maturity at 30 June 2020.

5. Distributions paid and payable

	Cents per security	Total amount	Date of payment or expected
		$m	date of payment
2021 SCA Property Group & Retail Trust
Interim distribution1	5.70	61.4	29 January 2021
Final distribution2	6.70	72.4	31 August 2021
	12.40	133.8
2020 SCA Property Group & Retail Trust
Interim distribution	7.50	69.9	29 January 2020
Final distribution	5.00	53.6	31 August 2020
	12.50	123.5

1 The interim distribution of 5.70 cents per security was declared on 10 December 2020 and was paid on 29 January 2021.

2 The final distribution of 6.70 cents per security was declared on 9 June 2021 and is expected to be paid on or about 31 August 2021.

The Management Trust has not declared or paid any distributions. The Group has a Distribution Reinvestment Plan (DRP) in place. The DRP was in place for the distribution declared in December 2020 (paid in January 2021). The equity raised through the DRP on 31 August 2020 was $9.5 million by the issue of 4.3 million securities at a price of $2.22 per security. The distribution declared in December 2020 resulted in $8.3 million being raised by the DRP through the issue of 3.4 million securities at $2.40 per security in January 2021.

Further, the DRP is in place for the distribution declared in June 2021 (expected to be paid on or about 31 August 2021). The Group’s security holders holding 17.6% of the securities on issue have elected to participate in the DRP. The Group entered into an underwriting agreement with MA Moelis Australia Advisory Pty Ltd to underwrite the remaining 82.4% of the distribution. This means that the total securities to be issued in respect of this distribution and the DRP will be 29.9 million securities at $2.42 per security raising a total of $72.4 million.

Under the DRP Plan Rules, the DRP issue price was determined at a discount of 1.0% to the arithmetic average of the daily volume weighted average market price of securities traded on the ASX during the 10 business days commencing on the business day after the record date.

53

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

6. Earnings per security

6. Earnings per security
	SCA Property Group	Retail Trust	Management Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020	30 June 2021 30 June 2020
Per stapled security
Net profit after tax for the period ($ million)	462.9 85.5 1,077,257,048 960,944,215 43.0 8.9 1,081,620,726 964,578,722 42.8 8.9	461.9 84.8 1,077,257,048 960,944,215 42.9 8.8 1,081,620,726 964,578,722 42.7 8.8	1.0 0.7 1,077,257,048 960,944,215 0.1 0.1 1,081,620,726 964,578,722 0.1 0.1
Weighted average number of securities used as the denominator in calculating basic earnings per security below
Basic earnings per security for net profit after tax (cents)
Weighted average number of securities used as the denominator in calculating diluted earnings per security below
Diluted earnings per security for net profit after tax (cents)

7. Transaction costs

7. Transaction costs
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Transaction costs	0.8 1.5
	0.8 1.5

Transaction costs in the current year relate mainly to restructuring the bilateral debt facilities. Refer note 16. Transactions costs in the prior year related mainly to other costs associated with the institutional placement on 16 April 2020.

8. Finance costs

8. Finance costs
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Interest expense	32.7 38.2
Swap termination costs	9.1 -
	41.8 38.2

Interest expense is made up of interest payments for borrowings (including amortisation of borrowing costs) of $21.3 million and $11.4 million in respect of payments for derivatives including cross currency interest rate swaps (30 June 2020: $25.0 million and $13.2 million respectively).

Swap termination costs consists of restructuring the interest rate swap book by terminating the swaps that were in place at 30 June 2020.

54

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

9. Taxation

. Taxation
	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
	$m $m	$m $m
Profit before income tax	463.6 86.0 463.6 86.0 (139.1) (25.8) 138.4 25.3 (0.7) (0.5)	461.9 84.8 461.9 84.8 (138.6) (25.4) 138.6 25.4 - -
Prima facie tax (expense) at 30%
Tax effect of income that is not assessable/deductible in determining taxable profit

10. Receivables

10. Receivables
	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
	$m $m	$m $m
Current
Rental receivable	13.4 22.3 (9.8) (15.3) 3.6 7.0 31.5 27.2 35.1 34.2	13.4 22.3 (9.8) (15.3) 3.6 7.0 28.8 27.2 32.4 34.2
Allowance for expected credit loss
Other receivables1
Total receivables

1 The majority of the balance of other receivables relates to rent received by property managers prior to being remitted to SCA Property Group and Retail Trust respectively.

Ageing of rental receivable and other receivables[1 ]

Ageing of rental receivable and other receivables1
	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
	$m $m	$m $m
Current	34.9 32.7 1.2 6.1 0.7 4.6 0.6 2.0 7.5 4.1	32.2 32.7 1.2 6.1 0.7 4.6 0.6 2.0 7.5 4.1
30 days
60 days
90 days
120 days
Rental receivable and other receivables1	44.9 49.5	42.2 49.5

1 Rental and other amounts due are receivable within 30 days.

The Group writes off a rental receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the rental receivables are over 120 days due, whichever occurs earlier. The Group has identified loss patterns for different tenant groups ranging from 25% to 100%. The allowance for expected credit loss has reduced significantly due to improved collection rates and reduced rental receivables, refer to note 3 for further details. The following tables detail the risk profile of rental receivables based on the Group’s provision matrix.

55

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

	SCA Property Group & Retail Trust 30 June 2021 30 June 2020 < 120 days > 120 days Total < 120 days > 120 days Total 28% 70% 57% 88% (4.8) 13.2 (0.7) 1.2 (5.5) 14.4	SCA Property Group & Retail Trust 30 June 2021 30 June 2020 < 120 days > 120 days Total < 120 days > 120 days Total 28% 70% 57% 88% (4.8) 13.2 (0.7) 1.2 (5.5) 14.4
Expected credit loss rate
Estimated total gross carrying amount at default
Lifetime ECL
		SCA Property Group & Retail Trust 30 June 2021 30 June 2020 $m $m 14.0 0.8 (4.8) 13.2 9.2 14.0
Opening balance
Change in credit risk parameters
Closingbalance

The following table shows the movement in lifetime ECL that has been recognised for rental receivables in accordance with the simplified approach set out in AASB 9.

simplified approach set out in AASB 9.
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Opening balance	1.3 0.1 (0.7) 1.2
Change in credit risk parameters
Closingbalance	0.6 1.3

There is no interest charged on any receivables. All receivables are current other than the rental receivables included in ageing above. The historic loss rate is 4.5% on that part which is the rental receivable. Other receivables historical loss rate is $nil given it is made up of mostly rent received by property managers prior to being remitted to SCA Property Group and Retail Trust respectively. Refer to note 3 for COVID-19 impact on expected credit loss. The following table is the total of the provisional matrix and lifetime ECL.

and lifetime ECL.
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Opening balance	15.3 0.9 (5.5) 14.4
Change in credit risk parameters
Closingbalance	9.8 15.3

11. Investment in CQR

Investment in CQR relates to the Group and the Retail Trust’s 1.2% interest in Charter Hall Retail Trust (ASX: CQR) (30 June 2020: 1.2%). This interest is made up of 6.8 million units (30 June 2020: 6.8 million units) which cost an average of $4.21 per unit. No units were sold during the year (30 June 2020: no units sold).

At 30 June 2021 this interest was valued at $3.80 per unit (30 June 2020 $3.35 per unit). The value was based on the ASX closing price on the last trading day of the respective year.

The difference between the valuation of the units at 30 June 2021 and 30 June 2020 of $3.1 million revaluation gain (30 June 2020: $6.9 million revaluation loss) is recorded in other comprehensive income.

The Investment – fair value through other comprehensive income is classified as a level 1 fair value measurement financial asset being derived from inputs based on quoted prices that are observable. Refer also to the fair value hierarchy at note 17.

This investment is classified as current as it is the intention of the Group and the Retail Trust to sell the remaining interest within the next twelve months.

On 16 June 2021 the Responsible Entity of CQR declared an estimated distribution of 12.7 cents per unit to be paid in August 2021. As the Group and the Retail Trust hold 6.8 million units in CQR at the record date for this distribution this is equivalent to $0.9 million and has been included in the Group’s and Retail Trust’s Consolidated Statements of Comprehensive Income as Distribution income (30 June 2020: 10.0 cents per unit and $0.7 million respectively). The Group also received a distribution on its investment of 10.7 cents per unit or $0.7 million declared in December 2020 (December 2019: 14.52 cents per unit and $1.0 million respectively). Therefore, the total distribution income for the Group and the Retail Trust on their investment in CQR is $1.6 million for the year 30 June 2021 (30 June 2020: $1.7 million).

56

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

12. Other assets

12. Other assets
	SCA Property Group		Retail Trust
	30 June 2021 30 June 2020		30 June 2021 30 June 2020
	$m $m		$m $m
Current other assets	10.9 2.8		9.7 2.3
Non-current other assets	7.5 8.3		5.8 5.9
	18.4 11.1		15.5 8.2

Current other assets relate to prepayments $3.9 million, deposits paid for the purchase of investment property Raymond Terrace (New South Wales) $4.4 million, Drayton Central (Queensland) $1.7 million and other $0.9 million.

Non-current other assets includes right to use assets for the investment property at Lane Cove $5.8 million (30 June 2020: $5.9 million) and lease of office space $1.2 million (30 June 2020: $1.7 million) and other assets $0.5 million (30 June 2020: $0.7 million). The corresponding leasing liability of $7.7 million (30 June 2020: $8.1 million) is presented in non-current liabilities.

13. Investment properties

13. Investment properties
	SCA Property Group & Retail Trust
	30 June 2021	30 June 2020
	$m	$m
Movement in total investment properties
Opening balance	3,138.2 478.3 - 17.9 11.4 354.2	3,147.0
Acquisitions (including transaction costs)		83.4
Disposals		(21.5)
Development expenditure		6.8
Net capital expenditure and straight lining net of amortisation		10.4
Unrealised movement recognised in Total Comprehensive Income on property valuations		(87.9)
Closingbalance	4,000.0	3,138.2

57

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

Investment properties

	Investment properties
	Property	State	Property Type	Book value cap rate1 30 June 2021	Book value discount rate 30 June 2021	Book value 30 June 2021 $m	Book value 30 June 2020 $m
	Sub-Regional
	Lilydale	VIC	Sub-Regional	6.00%	6.25%	115.4	110.0
	Pakenham	VIC	Sub-Regional	6.00%	6.50%	95.0	83.7
	Central Highlands	QLD	Sub-Regional	7.00%	7.50%	65.5	60.0
	Mt Gambier	SA	Sub-Regional	6.25%	7.07%	74.1	71.3
	Murray Bridge	SA	Sub-Regional	7.00%	7.75%	62.3	60.0
	Kwinana Marketplace	WA	Sub-Regional	6.75%	7.25%	137.3	130.6
	Warnbro2	WA	Sub-Regional	6.69%	7.19%	98.6	90.9
	Marketown East2	NSW	Sub-Regional	5.75%	6.50%	82.0	-
	Lavington Square	NSW	Sub-Regional	6.25%	7.00%	73.0	57.4
	Sturt Mall	NSW	Sub-Regional	6.25%	7.00%	73.2	72.3
	West End Plaza	NSW	Sub-Regional	6.00%	6.75%	78.7	67.7
	Total Sub-Regional					955.1	803.9
	Neighbourhood
	Auburn2	NSW	Neighbourhood	6.00%	6.75%	129.5	-
	Belmont	NSW	Neighbourhood	6.50%	6.75%	30.0	29.0
	Berala	NSW	Neighbourhood	4.75%	5.50%	33.3	28.6
	Cabarita	NSW	Neighbourhood	5.50%	6.25%	24.3	22.0
	Cardiff	NSW	Neighbourhood	5.50%	6.50%	29.5	25.3
	Clemton Park	NSW	Neighbourhood	5.00%	6.00%	63.1	51.3
	Goonellabah	NSW	Neighbourhood	6.00%	6.50%	21.2	20.0
	Greystanes	NSW	Neighbourhood	5.25%	6.25%	71.3	59.6
	Griffin Plaza	NSW	Neighbourhood	6.00%	6.50%	31.2	25.8
	Lane Cove4	NSW	Neighbourhood	5.25%	6.25%	60.0	57.5
	Leura	NSW	Neighbourhood	5.00%	6.25%	21.3	18.5
	Lismore	NSW	Neighbourhood	6.50%	7.00%	32.7	28.1
	Macksville	NSW	Neighbourhood	5.25%	6.50%	17.7	14.3
	Marketown West2	NSW	Neighbourhood	5.25%	6.00%	68.5	-
	Merimbula	NSW	Neighbourhood	5.50%	6.50%	23.0	18.2
	Morisset	NSW	Neighbourhood	6.00%	6.50%	21.3	18.5
	Muswellbrook	NSW	Neighbourhood	6.00%	7.00%	34.9	31.9
	North Orange	NSW	Neighbourhood	5.25%	6.00%	44.7	34.0
	Northgate	NSW	Neighbourhood	6.00%	7.00%	19.4	17.5
	Ulladulla	NSW	Neighbourhood	5.25%	6.25%	30.0	24.7
	West Dubbo	NSW	Neighbourhood	5.75%	6.50%	20.5	19.0
	Shell Cove	NSW	Neighbourhood	5.00%	5.50%	50.0	34.0
	Albury	VIC	Neighbourhood	5.75%	6.50%	25.4	23.5
	Ballarat	VIC	Neighbourhood	6.25%	6.75%	20.6	17.2
	Drouin	VIC	Neighbourhood	5.00%	5.50%	20.1	16.2
	Epping North	VIC	Neighbourhood	5.00%	5.25%	34.5	30.0
	Highett	VIC	Neighbourhood	5.00%	5.75%	32.9	30.1
	Langwarrin	VIC	Neighbourhood	5.25%	6.00%	27.4	23.9
	Ocean Grove	VIC	Neighbourhood	5.75%	6.00%	39.9	37.1
	Warrnambool East	VIC	Neighbourhood	5.50%	6.00%	18.2	15.7
	Wonthaggi	VIC	Neighbourhood	5.50%	6.00%	54.9	40.0
	Wyndham Vale	VIC	Neighbourhood	5.25%	5.50%	24.5	23.4
	Bentons Square	VIC	Neighbourhood	5.25%	6.25%	101.5	82.6
	The Gateway	VIC	Neighbourhood	6.25%	6.75%	59.5	51.7
	Annandale	QLD	Neighbourhood	6.75%	7.00%	26.6	26.1
	Ayr	QLD	Neighbourhood	6.25%	7.00%	23.5	19.0
	Brookwater Village	QLD	Neighbourhood	5.50%	6.25%	40.7	35.1
	Carrara	QLD	Neighbourhood	5.25%	5.50%	20.7	17.1
	Chancellor Park Marketplace	QLD	Neighbourhood	5.50%	6.25%	49.8	45.9
	Collingwood Park	QLD	Neighbourhood	5.25%	5.50%	15.3	11.8
	Cooloola Cove2	QLD	Neighbourhood	5.75%	6.25%	18.6	-
	Coorparoo	QLD	Neighbourhood	5.00%	5.50%	42.7	36.9

58

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

Investment properties (continued)

	Property	State	Property Type	Book value cap rate1 30 June 2021	Book value discount rate 30 June 2021	Book value 30 June 2021 $m	Book value 30 June 2020 $m
	Neighbourhood
	Gladstone	QLD	Neighbourhood	6.25%	7.00%	27.0	24.5
	Greenbank3	QLD	Neighbourhood	5.50%	6.50%	36.5	21.8
	Jimboomba	QLD	Neighbourhood	5.75%	6.25%	31.5	27.8
	Lillybrook	QLD	Neighbourhood	5.75%	7.00%	29.8	28.7
	Mackay	QLD	Neighbourhood	6.00%	6.75%	28.6	25.5
	Marian Town Centre	QLD	Neighbourhood	6.50%	7.25%	34.4	32.5
	Mission Beach	QLD	Neighbourhood	6.50%	7.00%	12.5	11.6
	Mt Isa2	QLD	Neighbourhood	7.50%	8.25%	44.2	-
	Mt Warren Park	QLD	Neighbourhood	5.50%	6.25%	21.3	17.8
	Mudgeeraba	QLD	Neighbourhood	5.50%	6.50%	40.2	33.7
	Sugarworld	QLD	Neighbourhood	6.00%	7.00%	28.3	25.4
	Soda Factory5	QLD	Neighbourhood	6.50%	6.75%	34.0	29.4
	Whitsunday	QLD	Neighbourhood	7.00%	7.50%	36.0	33.8
	Worongary	QLD	Neighbourhood	5.50%	6.50%	52.0	46.8
	Bushland Beach	QLD	Neighbourhood	6.50%	7.00%	23.5	22.5
	Miami One	QLD	Neighbourhood	6.00%	6.50%	31.8	30.7
	North Shore Village	QLD	Neighbourhood	5.00%	6.50%	34.0	27.3
	Oxenford	QLD	Neighbourhood	5.50%	6.50%	41.4	33.4
	Warner Marketplace	QLD	Neighbourhood	5.50%	6.50%	82.5	76.2
	Blakes Crossing	SA	Neighbourhood	6.00%	7.00%	24.5	22.2
	Walkerville	SA	Neighbourhood	5.50%	6.25%	29.3	26.0
	Busselton	WA	Neighbourhood	5.75%	6.00%	27.9	26.7
	Treendale	WA	Neighbourhood	5.75%	6.50%	34.7	30.5
	Currambine Central4	WA	Neighbourhood	6.75%	7.50%	96.2	90.4
	Kalamunda Central	WA	Neighbourhood	5.75%	7.00%	48.0	41.8
	Stirlings Central	WA	Neighbourhood	6.50%	7.25%	42.9	40.6
	Burnie	TAS	Neighbourhood	6.75%	7.25%	25.6	22.5
	Claremont Plaza	TAS	Neighbourhood	6.00%	7.25%	45.8	38.5
	Glenorchy Central	TAS	Neighbourhood	6.00%	6.25%	30.5	27.1
	Greenpoint	TAS	Neighbourhood	6.25%	6.75%	21.2	17.5
	Kingston	TAS	Neighbourhood	6.06%	7.03%	32.8	31.0
	Meadow Mews	TAS	Neighbourhood	6.00%	6.75%	70.1	63.5
	New Town Plaza	TAS	Neighbourhood	5.75%	6.75%	49.7	43.6
	Prospect Vale	TAS	Neighbourhood	6.25%	7.25%	32.3	29.2
	Riverside	TAS	Neighbourhood	5.00%	6.50%	13.5	5.2
	Shoreline	TAS	Neighbourhood	5.75%	6.50%	44.7	37.6
	Sorell	TAS	Neighbourhood	5.75%	7.00%	34.0	29.9
	Bakewell2	NT	Neighbourhood	6.67%	7.39%	41.9	-
	Total Neighbourhood					2,989.8	2,334.3
	Freestanding
	Katoomba Marketplace2	NSW	Freestanding	5.50%	6.25%	55.1	-
	**Total Freestanding **					55.1	-
	Total Investmentproperties					4,000.0	3,138.2

1 Cap rate is an approximation of the ratio between the net operating income produced by a property and its fair value.

2 Properties acquired during the year

3 Land adjacent to the Greenbank (Queensland) neighbourhood centre was acquired for $10.0 million in December 2020.

4 The titles to Lane Cove and Currambine are leasehold. The expiries of the respective leaseholds are in 2059 (with a 49 year option) and in 2094.

5 Soda Factory was previously known as The Markets.

59

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

All properties are internally valued every June and December and a number are selected for external independent valuation at each balance sheet date. The properties selected for external valuation are chosen based on consideration of properties with significant change (such as a significant difference between book value and internal valuation, a development project or a significant change in the circumstances at the property including a significant change in the trading of the location) and ensuring the sample is representative. The internal valuations are performed on a basis consistent with the methodology of the most recent external valuations. This includes using appropriate rates for the capitalisation of income (cap rate), discount rates including terminal yields, based on comparable market evidence and recent external valuation parameters to produce a capitalisation based valuation and a discounted cash flow (DCF) valuation.

The internal valuations are reviewed by management who recommends each property’s valuation to the Audit, Risk Management and Compliance Committee and the Board in accordance with the Group’s internal valuation protocol. Due to market uncertainty brought on by COVID-19, the internal valuations have been reviewed by an independent external valuer. Refer to note 3 for additional information on the impact of COVID-19 on valuations.

The Retail Trust’s Compliance Plan requires that each property in the portfolio is valued by an independent valuer at least every three years and the independent valuer is expected to change after three years. In practice, properties may be independently valued more frequently than every three years primarily as a result of:

• A significant variation between the last book value and internal valuation;

• A major development project;

• A period where there is significant market movement; and

• A significant change in circumstances at the property including a significant change in the trading of the location

Independent valuations are performed by independent external valuers who hold a recognised relevant professional qualification and have specialised expertise in the types of investment properties valued.

Fair value measurement, valuation technique and inputs

The key inputs used to measure fair values of investment properties are disclosed below along with their sensitivity to an increase or decrease.

30 June 2021

30 June 2021
Category	Fair value	Book value	Valuation	Key inputs used to	Range of unobservable
	hierarchy	30 June 2021	technique	measure fair value	key inputs
		$m
Investment Properties	Level 3	4,000.0	Income capitalisation and DCF	Cap rate Discount rate	4.75% - 7.50% 5.25% - 8.25%
30 June 2020
Category	Fair value hierarchy	Book value 30 June 2020	Valuation technique	Key inputs used to measure fair value	Range of unobservable key inputs
		$m
Investment Properties	Level 3	3,138.2	Income capitalisation and DCF	Cap rate Discount rate	5.50% - 10.00% 6.00% - 10.00%

The investment properties fair values presented are based on market values, which are derived using the income capitalisation method and the DCF methods.

Income capitalisation method – cap rate

Income capitalisation method for the purpose of this report is an approximation of the ratio between the net operating income produced by an investment property to derive its fair value. The net operating income is determined considering the estimated gross passing income after adjustment for anticipated operating costs, potential future income from existing vacancies and an ongoing vacancy and bad debt allowance. This produces a net income on a fully leased basis which is capitalised in perpetuity from the valuation date at an appropriate investment yield. The adopted investment yield reflects the cap rate and includes consideration of the property type, location and tenancy profile together with market sales and other matters such as market rents, current rents including possible rent reversion, capital expenditure, lease expiry profile including vacancy, type of tenants, capital expenditure and sales growth of the centre.

60

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

DCF method – discount rate

Under the DCF method, a property’s fair value is estimated using explicit assumptions regarding the cash flows associated with the ownership of a property (including income and capital and transaction costs (including disposal costs)) over the property’s life including an exit or terminal value. The DCF method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, an appropriate discount rate is applied to establish the present value of the income stream associated with the real property. The discount rate is the rate of return used to convert a monetary sum, payable or receivable in the future, into a present value. The rate is determined with regard to market evidence.

Investment properties under development are classified as investment property and stated at fair value at each reporting date. Fair value is assessed with reference to reliable estimates of future cash flows, status of the development and the associated risk profile.

All property investments are categorised as level 3 in the fair value hierarchy (refer note 17 for additional information in relation to the fair value hierarchy). There were no transfers between hierarchies.

Sensitivity information

The key inputs to measure fair value of investment properties are disclosed below along with sensitivity to a significant increase or decrease. The following sensitivity to significant inputs applies to investment properties (refer note 2(j)).

Significant inputs	Fair value measurement sensitivity to significant increase in input	Fair value measurement sensitivity to significant decrease in input
Cap rate	Decrease	Increase
Net operating income	Increase	Decrease
Discount rate	Decrease	Increase

Sensitivity analysis

When calculating the income capitalisation approach, the net market rent has a strong interrelationship with the adopted cap rate given the methodology involves assessing the total net market income receivable from the property and capitalising this in perpetuity to derive a capital value. The impact on the fair value of an increase in the net market rent could potentially offset the impact of an increase (softening) in the adopted cap rate. The same can be said for a decrease in the net market rent and a decrease (firming) in the adopted cap rate. A directionally opposite change in the net market rent and the adopted cap rate would magnify the impact to the fair value.

When assessing a DCF, the adopted discount rate and adopted terminal yield have a strong interrelationship in deriving a fair value given the discount rate will determine the rate at which the terminal value is discounted to the present value. The impact on the fair value of an increase (softening) in the adopted discount rate could potentially offset the impact of a decrease (firming) in the adopted terminal yield. The same can be said for a decrease (firming) in the discount rate and an increase (softening) in the adopted terminal yield. A directionally similar change in the adopted discount rate and the adopted terminal yield would magnify the impact to the fair value.

Other inputs or factors also impact a valuation. These factors are many and include: consideration of the property type, location and tenancy profile together with market sales and other matters such market rents, current rents including possible rent reversion, capital expenditure, lease expiry profile including vacancy, type of tenants, capital expenditure and sales growth of the centre.

The Group has considered these factors and believes the most significant input to fair value of investment properties at balance sheet date is the cap rate as the cap rate is in line with the Group’s understanding of the market practice at which the price is determined for similar properties. Notwithstanding the Group’s view that cap rate is the most significant input, movements in one or more of other factors above may change the valuation.

Sensitivity analysis – cap rate and net operating income

A sensitivity analysis of the impact on the investment property valuations of movements in the cap rate is disclosed below as the cap rate method is the primary method for conducting the valuation. While other factors do also impact a valuation, at the current time, the Group considers that the valuations are most sensitive to movements in the cap rate and net operating income.

The following sensitivity analysis from the investment properties shows the effect on profit/loss after tax and on equity of a 25 basis points (bps) increase/decrease in cap rates and a 5% increase/decrease in property net operating income respectively at balance sheet date with all other variables held constant. It is noted that changes in net operating income may be caused by a number of factors including changes in vacancy or rent paid or payable.

61

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

Sensitivity analysis – Valuation cap rate	Profit/(loss) after tax 25 bps increase 25 bps decrease $m $m	Equity 25 bps increase 25 bps decrease $m $m
30 June 2021 SCA Property Group & Retail Trust Investment properties	(162.6) 177.0	(162.6) 177.0
30 June 2020 SCA Property Group & Retail Trust Investment properties	(116.1) 125.3	(116.1) 125.3
Sensitivity analysis – Valuation net operating income	Profit/(loss) after tax 5% increase 5% decrease $m $m	Equity 5% increase 5% decrease $m $m
30 June 2021 SCA Property Group & Retail Trust Investment properties	200.0 (200.0)	200.0 (200.0)
30 June 2020 SCA Property Group & Retail Trust Investment properties	156.9 (156.9)	156.9 (156.9)

Refer to note 3 for additional COVID-19 disclosures regarding investment property valuations.

14. Investment in associates (SCA Unlisted Retail Fund (SURF))

The Group and Retail Trust’s investment in associates relates to SURF 3: 9,161,000 units at $1.00 each acquired on 10 July 2018. The total units on issue of SURF 3 are 35,000,000. SURF 3 is an unlisted closed end property fund. The Group recognises the 26.2% interest in SURF 3 as investment in associates using the equity method of accounting.

During the year, the following Funds were wound up;

• SURF 1: 7,959,000 units at $1.00 each acquired on 1 October 2015. The total units on issue of SURF 1 were 32,600,000. The Fund was wound up on 16 October 2020.

• SURF 2: 8,447,000 units at $1.00 each acquired on 2 June 2017. The total units on issue of SURF 2 were 29,500,000. In February 2021, SURF 2 sold Katoomba Marketplace to SCA for $55.1 million. Following the sale of the final property, SURF 2 declared and paid a return of capital in March 2021. The Group recorded its share of the return of capital ($10.1 million). A small residual final distribution was paid on 7 May 2021 when the Fund was wound up.

At 30 June 2021 the Group managed 3 properties valued at $50.2 million for SURF 3 (30 June 2020: 5 properties valued at $102.6

million).

million).
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Movement in investment in associates
Opening balance	15.9 26.5
Share of profits after income tax	5.6 -
Return of capital	(10.1) (9.0)
Distributions received or receivable	(1.3) (1.6)
Closingbalance	10.1 15.9

The Group is not a guarantor to the debt facility or other liabilities of SURF 3.

62

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

15. Trade and other payables

15. Trade and other payables
	SCA Property Group		Retail Trust
	30 June 2021 30 June 2020		30 June 2021 30 June 2020
	$m $m		$m $m
Current
Trade payables and other creditors1	67.0 57.7 0.5 0.6 - - 67.5 58.3		67.5 58.3 - - 10.2 10.2
Income tax payable
Payables to relatedparties(note 27)
			77.7 68.5

1 Trade payables other creditors are generally payable within 30 days. Other significant amounts included in trade payables and other creditors includes rent received in advance, provision for deferred income and trade payables including accrued expenses.

16. Interest bearing liabilities

	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Interest bearing liabilities
Current	- 225.0 1,331.5 858.6
Non-current
Total interest bearingliabilities	1,331.5 1,083.6

The detail of interest bearing liabilities are below.

The detail of interest bearing liabilities are below.
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Unsecured bank and syndicated facilities
- A$ denominated	610.0 150.0 275.0 450.0 50.0 50.0 400.0 435.3
Unsecured A$ Medium term note (A$ MTN)
- A$ denominated
Unsecured US Notes
- A$ denominated
- US$ denominated(converted to A$)
Total unsecured debt outstanding	1,335.0 1,085.3 (3.5) (1.7)
- Less: unamortised establishment fees and unamortised MTN discount andpremium
Interest bearing liabilities	1,331.5 1,083.6

Financing facilities and financing resources

The financing capacity available to the Group is under the bank and syndicated bilateral facilities as the other debt facilities, being the A$ medium term notes and US Notes, are fully drawn and non revolving. Financing facilities are carried at amortised cost. Additional details of the financing facilities are below.

Bank and syndicated facilities – unsecured

To reduce liquidity risk, the Group has in place debt sourced from several sources including bank and syndicated facilities with multiple banks. The terms have been negotiated to achieve a balance between capital availability and the cost of debt including unused debt. The facilities include revolving facilities (that can be used interchangeably) and other bilateral facilities which are available to be drawn. All bank and syndicated facilities are unsecured.

63

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

One of the bilateral facilities is used to support bank guarantees. At 30 June 2021, in addition to the unsecured bank facilities drawn above, $11.0 million of a bank facility available was used to support bank guarantees (30 June 2020: $11.0 million). The bank guarantees assists with the Group’s obligations under the Australian Financial Services Licences granted to the Group.

During the year, the facility limit was increased by $125.0 million from $1,457.1 million at 30 June 2020 to $1,582.1 million at 30 June 2021. This was as a result of:

• Issuing A$MTN $50.0 million ($30.0 million 10 year and $20.0 million 15 year issuance expiring September 2030 and September 2035 respectively);

• The bilateral debt facilities were amended during the year leading to an increased facility limit of $300.0 million from $600.0 million at 30 June 2020 to $900.0 million at 30 June 2021 and included benefitting from pricing at lower margins and additional overall facility maturity; and

• Repaying A$MTN of $225.0 million with an expiry of April 2021 in October 2020.

The next debt expiry is a $200.0 million facility in November 2022. This facility was drawn to $145.0 million at 30 June 2021. The intention is that this facility will be repaid from a debt capital markets issue, and/or cash and cash equivalents and undrawn debt.

The financing capacity available to the Group under the bank and syndicated financing facilities, including cash and cash equivalents, is in the following table.

	SCA Property Group
	30 June 2021 30 June 2020
	$m $m
Financing facilities and financing resources
Bilateral bank and syndicated facilities
Committed bank and syndicated financing facilities available	900.0 600.0 (610.0) (150.0) (11.0) (11.0)
Less: amounts drawn
Less: amounts utilised for bankguarantee
Net financing facilities available	279.0 439.0 11.6 183.8
Add: cash and cash equivalents
Financing resources available	290.6 622.8

At 30 June 2021 the Group had undrawn debt facilities and cash and cash equivalents of $290.6 million (30 June 2020: $622.8 million).

A$ medium term notes (A$ MTN) – unsecured

The Group has issued A$ MTN with a face value of $275.0 million. These are unsecured. Details of these notes are below.

A$ MTN	Tranche	Issue date	Maturity	Tenor at	Coupon	Face	Issue	Discount /
				issue		value	consideration	(premium) on
								issue
				(years)		$m	$m	$m
Series 2	Tranche 1	Jun-17	Jun-24	7.0	3.90%	175.0	174.5	0.5
	Tranche 2	Apr-19	Jun-24	5.2	3.90%	50.0	51.3	(1.3)
Series 3	Tranche 1	Sep-20	Sep-30	10.0	3.25%	30.0	29.8	0.2
Series 4	Tranche 1	Sep-20	Sep-35	15.0	3.50%	20.0	19.8	0.2
						275.0		(0.4)

The discount or premium with respect to each Tranche is amortised from the issue date to the maturity.

US Notes – unsecured

The Group has issued US Notes with a face value of US$300.0 million and A$50.0 million. The US Notes are unsecured. The principal and coupon obligations of the US dollar denominated notes have been fully economically swapped back to Australian dollars (floating interest rates) such that the Group has no exposure to any currency risk. Details of these notes and their economically swapped values are below.

64

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

US Notes
			Economic
Issue date – US$			hedged FX	AU$ economically	30 June 2021	30 June 2021
denominated notes	Maturity	US$ value	rate	hedged value	FX rate	Book value
August 2014	August 2027	100.0	0.9387	106.5	0.7500	133.3
September 2018	September 2028	30.0	0.7604	39.4	0.7500	40.0
August 2014	August 2029	50.0	0.9387	53.3	0.7500	66.7
September 2018	September 2031	70.0	0.7604	92.1	0.7500	93.3
September 2018	September 2033	50.0	0.7604	65.8	0.7500	66.7
		300.0		357.1		400.0
AUD notes				50.0		50.0
				407.1		450.0

Details of these notes and their economically swapped values at 30 June 2020 are below.

US Notes
			Economic
Issue date – US$		US$	hedged FX	AU$ economically	30 June 2020	30 June 2020
denominated notes	Maturity	value	rate	hedged value	FX rate	Book value
August 2014	August 2027	100.0	0.9387	106.5	0.6891	145.1
September 2018	September 2028	30.0	0.7604	39.4	0.6891	43.5
August 2014	August 2029	50.0	0.9387	53.3	0.6891	72.6
September 2018	September 2031	70.0	0.7604	92.1	0.6891	101.5
September 2018	September 2033	50.0	0.7604	65.8	0.6891	72.6
		300.0		357.1		435.3
AUD notes				50.0		50.0
				407.1		485.3

Debt covenants

The Group is required to comply with certain financial covenants or obligations in respect of the interest bearing liabilities. The major financial covenants or obligations which are common across all types of interest bearing liabilities are summarised as follows:

• (a) Interest cover ratio (EBITDA to net interest expense) is more than 2.00 times;

• (b) Gearing ratio (finance debt net of cash and cash equivalents and cross currency interest rate swaps divided by total tangible assets net of cash and cash equivalents and derivatives) does not exceed 50%;

• (c) Priority indebtedness ratio (priority debt to total tangible assets) does not exceed 10%; and

• (d) Aggregate of the total tangible assets held by the Obligors represents not less than 90% of the total tangible assets of the Group.

The Group was in compliance with all of the financial covenants and obligations for the period ended and at 30 June 2021. The Group’s gearing for the debt covenant using the definition in the debt and facility agreements was 30.0%. The Group’s gearing for management was 31.3% (refer also below). The main reason for the difference in the gearing for covenant and management purposes is that debt covenant definition of gearing uses the value of finance debt from the financial statements (which values the US Notes using the 30 June 2021 FX rate) less the value of the cross currency interest rate swaps. At 30 June 2021 the value of the cross currency interest rate swaps decreased significantly due to the increase in US interest rates relative to the change in the FX rate.

Capital Management – management gearing

The Group manages its capital, including its debt, by having regard to a number of factors including the gearing of the Group. The Group’s definition of gearing for management purposes is:

• Net finance debt, where the US notes US$ denominated debt is recorded as the A$ amount received and economically hedged in A$, net of cash and cash equivalents, divided by

• Net total assets, being total assets net of cash and cash equivalents and derivatives.

65

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

As the US notes USD denominated debt has been fully economically hedged, for the purpose of the management determination of gearing US$ denominated debt is recorded at its economically hedged value. This also results in management gearing being based on a constant currency basis.

The Group’s management gearing was 31.3% at 30 June 2021 (30 June 2020: 25.6%). The Group’s target gearing range is 30% to 40%, however the Group has a preference for gearing to remain below 35% at this point in the cycle. The Group’s gearing calculation is below.

calculation is below.
Gearing (management)	30 June 2021 30 June 2020
	$m $m
Bilateral, Syndicated and A$ MTN notes – unsecured
Bank bilateral revolving facilities drawn	460.0 - 150.0 150.0 275.0 450.0
Bank and syndicated non revolving facilities drawn
Unsecured A$ MTN
	885.0 600.0 300.0 300.0 0.8402 0.8402
US Notes – unsecured
US$ denominated notes – USD face value
Economicallyhedged exchange rate
US$ denominated notes – AUD equivalent	357.1 357.1 50.0 50.0
US A$ denominated notes
Total US notes	407.1 407.1 1,292.1 1,007.1 (11.6) (183.8)
Total debt used and drawn AU$ equivalent
Less: cash and cash equivalents
Net finance debt forgearing	1,280.5 823.3
	4,208.9 3,589.7 (11.6) (183.8) (107.9) (183.8)
Total assets
Less: cash and cash equivalents
Less: derivative value included in total assets
Net total assets forgearing	4,089.4 3,222.1
Gearing (management)	31.3% 25.6%

17. Financial instruments

(a) Capital management

The Group’s objective when managing capital is to safeguard the ability to continue as a going concern, whilst providing returns for security holders and benefits for other stakeholders and maintaining a capital structure that will support a competitive overall cost of capital for the Group. The capital structure of the Group consists of cash and cash equivalents, interest bearing liabilities (including bilateral debt facilities with several banks and notes issued in the debt capital markets) and equity of the Group (comprising contributed equity, reserves and accumulated profit/loss). The Group assesses the adequacy of its capital requirements, cost of capital and gearing (i.e. debt/equity mix) as part of its broader strategic plan. The Group continuously reviews its capital structure to ensure:

• Sufficient funds and financing facilities, on a cost effective basis, are available to assist the Group’s property investment and management business

• Sufficient liquid buffer is maintained

• Distributions to security holders are in line with the stated distribution policy.

The Group can alter its capital structure by issuing new stapled securities, adjusting the amount of distributions paid to security holders, returning capital to security holders, buying back securities, selling assets to reduce debt, adjusting the timing of capital expenditure and through the operation of a distribution reinvestment plan. Additionally, the Group can alter its capital structure by the use of debt facilities including repaying debt and issuing debt via debt capital markets and derivative financial instruments.

The Group’s debt financial covenants are detailed in note 16.

Management monitors the capital structure by the gearing ratio. The gearing ratio is calculated in line with the debt covenants as:

• finance debt net of cash and cash equivalents and excluding derivatives; divided by,

• total tangible assets net of cash and cash equivalents and excluding derivatives.

66

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

The Group’s target gearing range is 30% to 40%, however the Group has a preference for gearing to remain below 35% at this point in the cycle.

The Group’s gearing at 30 June 2021 was 31.3% (30 June 2020: 25.6%). Refer note 16 for additional information.

(b) Financial risk management

The Group’s activities expose it to a variety of financial risk, including:

• (i) credit risk

• (ii) liquidity risk

• (iii) market risk (foreign exchange and interest rate)

The Group seeks to minimise the effects of these risks by using derivative financial instruments to hedge or economically hedge certain risk exposures. The use of financial derivatives is governed by the Group’s policies as approved by the Board. The Group does not enter or trade financial instruments including derivative financial instruments for speculative purposes.

(b)(i) Financial risk management – credit

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has exposure to credit risk on its financial assets included in its Consolidated Balance Sheets. This includes cash and cash equivalents, derivative financial instruments (hedging) as well as credit receivables due from tenants and managing agents.

For financial investments or market risk hedging the Group manages this risk by investing and transacting derivatives with multiple counterparties to minimise the Group’s exposure to any one counterparty. Wherever possible, for financial investments and economic hedging the Group only deals with investment grade counterparties.

Exposure to customer credit risk is also monitored. A significant share of the Group’s revenue for the current and prior year is from Woolworths Limited and Coles Limited (and its affiliates) which have a credit rating of BBB or above by Standard and Poor’s. The Group reviews the aggregate exposure of tenancies across its portfolio on a regular basis. Derivative counterparties and term deposits are currently limited to financial institutions with an appropriate credit rating.

The Group and Retail Trust’s exposure to credit risk is in the table below.

	SCA Property Group	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020		30 June 2021 30 June 2020
	$m $m		$m $m
Cash and cash equivalents	11.6 183.8 35.1 34.2 107.9 183.8 154.6 401.8		10.3 182.7 32.4 34.2 107.9 183.8
Receivables
Derivative financial instruments
			150.6 400.7

The maximum exposure of the Group to credit risk at 30 June 2021 is the carrying amount of the financial assets in the Consolidated Balance Sheets.

Cash and cash equivalents at 30 June 2020 included term deposits which were held with major Australian and international banks with a credit rating of Moody’s A1 or Standard & Poor’s A or stronger.

Receivables relate to tenant and managing agent receivables. Receivables are reviewed regularly throughout the year. The expected credit loss allowance is made where collection is deemed uncertain. Part of the Group’s policy is to hold collateral as security for tenants via bank guarantees (or less frequently collateral such as deposits or cash and personal guarantees). Refer to note 3 and note 10 for further details on tenants that were past due at 30 June 2021.

(b)(ii) Financial risk management - liquidity

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by having flexibility in funding including by keeping sufficient cash and/or committed credit lines available whilst maintaining a low cost of holding these facilities. Management prepares and monitors rolling forecasts of liquidity requirements on the basis of expected cash flow.

The Group manages liquidity risk through monitoring its net expected funding needs including the maturity of its debt portfolio. The Group also manages liquidity risk by maintaining a liquidity buffer of cash and undrawn debt facilities.

67

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

The debt facilities are made up of bank bilateral and syndicated facilities, A$ MTN and US notes. Details of these debt facilities, including finance facilities available, are included in note 16.

Refinancing risk, also part of liquidity risk, is the risk that the maturity profile of the debt makes it difficult to refinance maturing debt, and/or that the cost of refinancing exposes the Group to potentially unfavourable market conditions at any given time. The Group is exposed to refinancing risks arising from the availability of finance as well as the interest rates and credit margins at which financing is available. The Group manages this risk, where appropriate, by refinancing borrowings in advance of the maturity of the borrowing and by securing longer term facilities.

Non-derivative financial instruments

The contractual maturities of the Group’s and Retail Trust’s non-derivative financial liabilities at reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities including principal, interest, margin, line fees and foreign exchange rates at the reporting date. Foreign currencies have been converted at exchange rates at the reporting date. Interest rates are based on the interest rates at the reporting date.

	1 year or less	2	- 3 years	4	- 5 years	More than 5 years	Total
	$m		$m		$m	$m	$m
30 June 2021
SCA Property Group
Trade and other payables	67.5		-		-	-	67.5
Distribution payable	72.4		-		-	-	72.4
Interest bearingliabilities	40.4		523.1		257.3	774.2	1,595.0
	180.3		523.1		257.3	774.2	1,734.9
Retail Trust
Trade and other payables	77.7		-		-	-	77.7
Distribution payable	72.4		-		-	-	72.4
Interest bearingliabilities	40.4		523.1		257.3	774.2	1,595.0
	190.5		523.1		257.3	774.2	1,745.1
30 June 2020
SCA Property Group
Trade and other payables	58.3		-		-	-	58.3
Distribution payable	53.6		-		-	-	53.6
Interest bearingliabilities	267.0		67.1		332.5	698.9	1,365.5
	378.9		67.1		332.5	698.9	1,477.4
Retail Trust
Trade and other payables	68.5		-		-	-	68.5
Distribution payable	53.6		-		-	-	53.6
Interest bearingliabilities	267.0		67.1		332.5	698.9	1,365.5
	389.1		67.1		332.5	698.9	1,487.6

68

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

Derivative financial instruments

The following tables show the undiscounted cash flows required to discharge the Group’s and Retail Trust’s derivative financial instruments in place at 30 June 2021 at the rates at the reporting date. Foreign currencies have been converted at exchange rates at the reporting date.

at the reporting date.
	1 year or less	2 - 3 years	4 - 5 years	More than 5 years Total
	$m	$m	$m	$m $m
30 June 2021
SCA Property Group & Retail Trust
Interest rate swaps - net	1.7 15.5	4.8 17.4	2.9 11.4	4.3 13.6 50.9 95.2
Cross currencyinterest rate swaps - net
	17.2	22.2	14.3	55.2 108.8
30 June 2020
SCA Property Group & Retail Trust
Interest rate swaps - net	(1.7)	(2.9)	(1.3)	5.7 (0.2)
Cross currencyinterest rate swaps - net	36.0	23.1	20.9	92.7 172.7
	34.3	20.2	19.6	98.4 172.5

(b)(iii) Financial risk management – market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s financial performance or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk within acceptable parameters, while optimising the return.

Foreign exchange risk

Foreign exchange risk arises when anticipated transactions or recognised assets and liabilities are denominated in a currency that is not the Group’s presentation currency, being Australian dollars. The Group has currency exposure to the United States dollar (USD).

Foreign exchange risk - United States Dollar

The Group’s and the Retail Trust’s exposure to the United States dollar is through borrowing in USD denominated debt from those US Notes issued in prior years.

The principal and coupon obligations of the USD denominated debt have been fully swapped back to Australian dollars (floating interest rates). Refer below and note 16.

Cross currency interest rate swap contracts

The Group has reduced its future exposure to the foreign exchange risk inherent in the carrying value of its US denominated debt (refer above and note 16) by using cross currency interest rate swaps.

Under cross currency interest rate swap contracts, the Group agrees to exchange specified principal and interest foreign currency amounts at agreed future dates at a specified exchange rate. Such contracts enable the Group to mitigate the risk of adverse movements in foreign exchange rates in relation to principal and interest payments arising under the US dollar note issue.

As a result of issuing the USD denominated debt the Group has entered into cross currency interest rate swaps which have fully economically hedged the USD principal and interest to a fixed amount of AUD and floating AUD interest respectively. The following table details the swap contracts principal and interest payments over various durations at balance sheet date.

69

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

	SCA Property Group & Retail Trust
	1 year or less 2 - 3 years 4 - 5 years More than 5 years Total
	$m $m $m $m $m
30 June 2021
Buy US dollar - interest
Amount (AUD)	15.8 31.5 31.5 60.3 139.1 0.8354 0.8381 0.8381 0.7960 0.8196 13.2 26.4 26.4 48.0 114.0
Exchange rate
Amount (USD)
Buy US dollar - Principal
Amount (AUD)	- - - 357.1 357.1 - - - 0.8401 0.8401 - - - 300.0 300.0
Exchange Rate
Amount (USD)
30 June 2020
Buy US dollar - interest
Amount (AUD)	15.8 31.6 31.6 76.1 155.1
Exchange rate	0.8354 0.8354 0.8354 0.8042 0.8201
Amount (USD)	13.2 26.4 26.4 61.2 127.2
Buy US dollar - Principal
Amount (AUD)	- - - 357.1 357.1
Exchange Rate	- - - 0.8401 0.8401
Amount (USD)	- - - 300.0 300.0

Sensitivity analysis – foreign exchange risk

The following sensitivity analysis shows the effect on profit/(loss) after tax and on equity if the Australian dollar had increased (strengthened) by 10% or decreased (weakened) by 10% at the balance sheet date with all other variables held constant.

	Profit/(loss) after tax		Equity
	Effect of 10% strengthening in A$ exchange rate Effect of 10% depreciation in A$ exchange rate		Effect of 10% strengthening in A$ exchange rate Effect of 10% depreciation in A$ exchange rate
	$m $m		$m $m
30 June 2021
SCA Property Group & Retail Trust	(9.1) 11.1		(9.1) 11.1
A$ equivalent of foreign exchange balances denominated in USD
30 June 2020
SCA Property Group & Retail Trust
A$ equivalent of foreign exchange balances denominated in USD	(12.9) 17.8		(12.9) 17.8

Interest rate risk

Interest rate risk is the risk that the fair value or cash flows of financial instruments will fluctuate due to changes in market interest rates.

The Group is exposed to interest rate risk as it can borrow funds at both fixed and floating interest rates. This risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings and through the use of interest rate swap contracts.

Hedging activities are evaluated regularly.

The Group’s exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note. Exposure to cash and cash equivalents is $11.6 million (30 June 2020: $183.8 million).

70

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

Interest rate swap contracts

The Group’s interest rate risk arises from borrowings and cash holdings. Interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates or from fixed to floating. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating-rate interest amounts (or vice versa) calculated by reference to an agreed notional principal amount.

The Group’s bilateral borrowings are generally at floating rates. Borrowings with floating rates expose the Group to cash flow interest rate risk. The Group’s preference is to be protected from interest rate movements predominantly in the two to five year term through appropriate risk management techniques. These techniques include using floating to fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates.

Additionally the Group has fixed rate borrowings in the form of A$ and US$ US notes and the A$ MTN.

The requirements under Australian accounting standards in respect of documentation, designation and effectiveness for hedge accounting cannot be met in all circumstances. As a result the Group does not apply hedge accounting for any derivatives at 30 June 2021 (30 June 2020: not applicable).

The fair value of interest rate swaps at the reporting date is determined by discounting the future cash flows using the forward market interest rate curve at the reporting date.

The Group’s exposure to interest rate risk and the effective interest rates on financial assets and liabilities at reporting date are in the following table.

		SCA Property Group
	Interest rate Floating interest rate	Fixed interest rate Total Less than 1 year 1 - 5 years More than 5 years
	(%p.a.) $m	$m $m $m $m
30 June 2021
Financial assets
Cash at bank	0.0% 11.6	- - - 11.6
Total financial assets	11.6	- - - 11.6
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating	1.6% (610.0) 3.8% - 6.0% - 4.4% -	- - - (610.0) - (225.0) (50.0) (275.0) - - (50.0) (50.0) - - (400.0) (400.0)
Denominated in AUD - fixed (MTN)
Denominated in AUD - fixed (USPP)
Denominated in USD - fixed(USPP)
Total financial liabilities	(610.0)	- (225.0) (500.0) (1,335.0)
Total net financial liabilities	(598.4)	- (225.0) (500.0) (1,323.4)

71

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

The Retail Trust’s exposure to interest rate risk and the effective interest rates on financial assets and liabilities at reporting date are in the table below.

		Retail Trust
	Interest rate Floating interest rate	Fixed interest rate Total Less than 1 year 1 - 5 years More than 5 years
	(%p.a.) $m	$m $m $m $m
30 June 2021
Financial assets
Cash at bank	0.0% 10.3	- - - 10.3
Total financial assets	10.3 1.6% (610.0) 3.8% - 6.0% - 4.4% -	- - - 10.3 - - - (610.0) - (225.0) (50.0) (275.0) - - (50.0) (50.0) - - (400.0) (400.0)
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating
Denominated in AUD - fixed
Denominated in AUD - fixed (USPP)
Denominated in USD - fixed(USPP)
Total financial liabilities	(610.0)	- (225.0) (500.0) (1,335.0)
Total net financial liabilities	(599.7)	- (225.0) (500.0) (1,324.7)

The maturity profile and the weighted average interest rate of the fixed and floating derivatives (notional principal) held at reporting date by both the Group and the Retail Trust can be summarised below.

	June 2021	June 2022	June 2023	June 2024	June 2025
	$m	$m	$m	$m	$m
Denominated in AU$
Interest rate swaps (fixed)	375.0	375.0	350.0	-	-
Average fixed rate	0.20%	0.20%	0.20%	-	-
Interest rate swaps (floating)	50.0	50.0	50.0	50.0	50.0

The Group’s exposure to interest rate risk and the effective interest rates on financial assets and liabilities at 30 June 2020 are in the following table.

		SCA Property Group
	Interest rate Floating interest rate	Fixed interest rate Total Less than 1 year 1 - 5 years More than 5 years
	(%p.a.) $m	$m $m $m $m
30 June 2020
Financial assets
Cash at bank	0.0% 3.8 0.7% -	- - - 3.8 180.0 - - 180.0
Term deposits
Total financial assets	3.8	180.0 - - 183.8
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating	1.8% (150.0) 3.8% - 6.0% - 4.4% -	- - - (150.0) (225.0) (225.0) - (450.0) - - (50.0) (50.0) - - (435.3) (435.3)
Denominated in AUD - fixed (MTN)
Denominated in AUD - fixed (USPP)
Denominated in USD - fixed(USPP)
Total financial liabilities	(150.0)	(225.0) (225.0) (485.3) (1,085.3)
Total net financial liabilities	(146.2)	(45.0) (225.0) (485.3) (901.5)

72

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

The Retail Trust’s exposure to interest rate risk and the effective interest rates on financial assets and liabilities at 30 June 2020 are in the table below.

in the table below.
		Retail Trust
	Interest rate Floating interest rate	Fixed interest rate Total Less than 1 year 1 - 5 years More than 5 years
	(%p.a.) $m	$m $m $m $m
30 June 2020
Financial assets
Cash at bank	0.0% 2.7 0.7% -	- - - 2.7 180.0 - - 180.0
Term deposits
Total financial assets	2.7 1.8% (150.0) 3.8% - 6.0% - 4.4% -	180.0 - - 182.7 - - - (150.0) (225.0) (225.0) - (450.0) - - (50.0) (50.0) - - (435.3) (435.3)
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating
Denominated in AUD - fixed
Denominated in AUD - fixed (USPP)
Denominated in USD - fixed(USPP)
Total financial liabilities	(150.0)	(225.0) (225.0) (485.3) (1,085.3)
Total net financial liabilities	(147.3)	(45.0) (225.0) (485.3) (902.6)

The maturity profile and the weighted average interest rate of the fixed and floating derivatives (notional principal) held at 30 June 2020 by both the Group and the Retail Trust can be summarised below.

	June 2020	June 2021	June 2022	June 2023	June 2024
	$m	$m	$m	$m	$m
Denominated in AU$
Interest rate swaps (fixed)	300.0	300.0	300.0	300.0	300.0
Average fixed rate	1.46%	1.46%	1.46%	1.46%	1.46%
Interest rate swaps (floating)	50.0	50.0	50.0	50.0	50.0

Sensitivity analysis – interest rate risk

The following sensitivity analysis shows the effect on profit/(loss) after tax and equity if market interest rates at balance sheet date had been 50 basis points (bps) higher/lower with all other variables held constant.

	Profit/loss after tax1	Profit/loss after tax1		Equity
	50bps higher	50bps lower	50bps higher		50bps lower
	$m	$m	$m		$m
30 June 2021
SCA Property Group & Retail Trust
Effect of market interest rate movement	(11.1)	11.2	(11.1)		11.2
30 June 2020
SCA Property Group & Retail Trust
Effect of market interest rate movement	(16.1)	16.2	(16.1)		16.2

1 The aim of the Group’s interest rate hedging strategy is to reduce the impact on Funds from Operations of movements in interest rates. Changes in interest rates include changes to the non-cash mark-to-market valuations of the swaps which flow through the Group’s AASB profit and loss but which are excluded from Funds from Operations.

73

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

(c) Accounting classifications and fair values

The fair value of interest rate derivatives is determined using a generally accepted pricing model based on a discounted cash flow analysis using assumptions supported by observing market rates.

Except as disclosed below, the carrying amounts of other financial assets and financial liabilities, which are recognised at amortised cost in the Consolidated Balance Sheets, approximates their fair values except the US notes and the A$ MTN.

The amortised cost of the US notes, converted to AUD at the prevailing foreign exchange rate at 30 June 2021 (which was AUD 1.00 = USD 0.7500 (30 June 2020: 0.6891), is $450.0 million (30 June 2020: $485.3 million).

The amortised cost of the A$ MTN, is $275.0 million (30 June 2020: $450.0 million) (refer note 16).

The fair value of the US notes and A$ MTN can be different to the carrying value.

The fair value, additionally, takes into account movements in the underlying base interest rates and credit spreads for similar financial instruments including extrapolated yield curves over the tenor of the notes.

On this basis the estimated fair value of the US notes is $505.7 million and the A$ MTN $294.2 million (30 June 2020: $528.9 million and $466.6 million respectively).

Fair value hierarchy

The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between levels during the year.

There were no transfers between levels during the year.
	SCA Property Group & Retail Trust
	Level 1 Level 2 Level 3 Total
	$m $m $m $m
30 June 2021
Financial assets carried at fair value
Investment in CQR	25.8 - - 25.8 - 12.4 - 12.4 - 95.5 - 95.5
Interest rate swaps
Cross currencyinterest rate swaps
	25.8 107.9 - 133.7
Financial liabilities carried at fair value	-
Interest rate swaps	- 0.2 - 0.2
30 June 2020
Financial assets carried at fair value
Investment in CQR	22.7 - - 22.7
Interest rate swaps	- 9.7 - 9.7
Cross currencyinterest rate swaps	- 174.1 - 174.1
	22.7 183.8 - 206.5
Financial liabilities carried at fair value	-
Interest rate swaps	- 10.2 - 10.2

For financial instruments not quoted in active markets, the Group uses valuation techniques such as present value, comparison to similar instruments for which market observable prices exist and other relevant models used by market participants. These valuation techniques use both observable and unobservable market inputs.

Interest rate derivatives are financial instruments that use valuation techniques with only observable market inputs and are included in Level 2 above.

74

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

18. Contributed equity

18. Contributed equity
	SCA Property Group Retail Trust
	30 June 2021 30 June 2020	30 June 2021 30 June 2020
	$m $m	$m $m
Equity	2,031.3 2,013.5 2,021.0 2,003.2
Issue costs	(40.8) (40.7) (40.7) (40.6)
	1,990.5 1,972.8 1,980.3 1,962.6
	Management Trust Retail Trust
	30 June 2021 $m 30 June 2020 $m 30 June 2021 $m 30 June 2020 $m
Opening balance	10.2 9.0 1,962.6 1,649.7
Equity raised through Distribution Reinvestment Plan – August 2019	- -	- 13.0
Equity raised through Distribution Reinvestment Plan – January 2020	- 0.1	- 27.8
Equity raised through Institutional Placement – April 2020	- 1.0	- 249.0
Equity raised through Unit Purchase Plan – May 2020	- 0.1	- 29.2
Equity raised through Distribution Reinvestment Plan – August 2020	- -	9.5 -
Equity raised through Distribution Reinvestment Plan – January 2021	- -	8.3 -
Equityraisingcosts	- -	(0.1) (6.1)
Closingbalance	10.2 10.2 1,980.3 1,962.6
Balance at the end of the period is attributable to unit holders of:
Shopping Centres Australasia Property Management Trust	10.2 10.2
ShoppingCentres Australasia PropertyRetail Trust	1,980.3 1,962.6
	1,990.5 1,972.8

Securities on Issue	SCA Property Group & Retail Trust	SCA Property Group & Retail Trust
	30 June 2021	30 June 2020
	No. of securities	No. of securities
Opening balance	1,071,416,350	925,582,982
Equity issued for executive security-based compensation arrangements – 8 August 2019	-	946,504
Equity raised through Distribution Reinvestment Plan – 30 August 2019	-	5,253,037
Equity issued for staff security-based compensation arrangements – 23 December 2019	-	13,356
Equity raised through Distribution Reinvestment Plan – 29 January 2020	-	10,309,664
Equity raised through Institutional Placement – 16 April 2020	-	115,740,741
Equity raised through Unit Purchase Plan – 15 May 2020	-	13,570,066
Equity issued for executive security-based compensation arrangements – 22 July 2020	902,330	-
Equity raised through Distribution Reinvestment Plan – 31 August 2020	4,253,334	-
Equity issued for staff security-based compensation arrangements – 16 December 2020	15,520	-
Equityraised through Distribution Reinvestment Plan – 29 January2021	3,433,870	-
Closingbalance	1,080,021,404	1,071,416,350

As long as Shopping Centres Australasia Property Group remains jointly quoted, the number of securities in each of the Trusts are equal and the security holders identical. Holders of stapled securities are entitled to receive distributions as declared from time to time. SCA Property Group holds concurrent meetings of the Retail Trust and Management Trust. Subject to any voting restrictions imposed on a security holder under the Corporations Act 2001 and the Australian Securities Exchange at a meeting of members, on a show of hands, each member has one vote. On a poll, each member has one vote for each dollar of the value of the total interest that they have in the relevant underlying Retail Trust or Management Trust respectively.

A total of 902,330 securities were issued during the year in respect of executive compensation plans and 15,520 securities were issued in respect of staff compensation and incentive plans for nil consideration.

75

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

Issue of securities from distribution reinvestment plan (DRP)

The Group has a DRP under which security holders may elect to have their distribution entitlements satisfied by the issue of new securities at the time of the distribution payment rather than being paid in cash. The DRP was in place for the distribution declared in June 2020 (paid in August 2020) and the distribution declared in December 2020 (paid in January 2021).

The distribution declared in June 2020 resulted in $9.5 million being raised by the DRP through the issue of 4.3 million securities at $2.22 per security in August 2020. The distribution declared in December 2020 resulted in $8.3 million being raised by the DRP through the issue of 3.4 million securities at $2.40 per security in January 2021.

Further, the DRP is in place for the distribution declared in June 2021 (expected to be paid on or about 31 August 2021). The Group’s security holders holding 17.6% of securities on issue have elected to participate in the DRP. The Group entered into an underwriting agreement with MA Moelis Australia Advisory Pty Ltd to underwrite the remaining 82.4% of the distribution. This means that the total securities to be issued in respect of this distribution and the DRP will be 29.9 million securities at $2.42 per security raising a total of $72.4 million.

19. Reserves (net of income tax)

19. Reserves (net of income tax)
	Retail Trust
	30 June 2021 30 June 2020
	$m $m
Share based payment reserve	7.2 6.3
Investment fair value through other comprehensive income (FVTOCI)	(0.2) (3.3)
	7.0 3.0
Movements in reserves
Share based payment reserve
Balance at the beginning of the year	6.3 5.4
Employee share based payments	0.9 0.9
Closing balance	7.2 6.3
FVTOCI reserve
Opening balance	(3.3) 3.6
Revaluation of investment FVTOCI	3.1 (6.9)
Closing balance	(0.2) (3.3)

Share based payment reserve: Refer note 26.

FVTOCI: Refer note 11.

20. Accumulated profit and loss

20. Accumulated profit and loss
	SCA Property Group	Retail Trust
	30 June 2021 30 June 2020	30 June 2021	30 June 2020
	$m $m	$m	$m
Opening balance	398.2 436.2 462.9 85.5 (133.8) (123.5) 727.3 398.2	397.9 461.9 (133.8) 726.0	436.6
Net profit for the year			84.8
Distributionspaid andpayable(note 5)			(123.5)
Closingbalance			397.9
	1.3 0.3 726.0 397.9
Balance at the end of the year is attributable to security holders of:
Shopping Centres Australasia Property Management Trust
ShoppingCentres Australasia PropertyRetail Trust
	727.3 398.2

76

For the year ended 30 June 2021

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

21. Cash flow information

(a) Notes to statements of cash flows

Reconciliation of net profit after tax to net cash flow from operating activities is below.

	SCA Property Group	SCA Property Group	Retail Trust	Retail Trust
	30 June 2021	30 June 2020	30 June 2021	30 June 2020
	$m	$m	$m	$m
Net profit after tax	462.9 (354.2) 65.9 (35.3) 12.6 0.4 (1.8) (7.8) 2.3	85.5	461.9 (354.2) 65.9 (35.3) 12.6 (0.9) (1.8) (5.4) 2.0	84.8
Net unrealised (gain) / loss on change in fair value of investment properties		87.9		87.9
Net unrealised (gain) / loss on change in fair value of derivatives		(51.4)		(51.4)
Net unrealised (gain) / loss on change in foreign exchange		8.1		8.1
Straight-lining of rental income and amortisation of incentives		8.1 13.9 0.5 0.6 (5.9) 147.3		8.1
(Decrease) / increase in payables				15.5
Non-cash and capitalised financing expenses				0.5
Other non-cash items and movements in other assets				(0.1)
(Increase)/ decrease in receivables				(6.1)
Net cash flow from operatingactivities	145.0		144.8	147.3

(b) Net debt reconciliation

Reconciliation of net debt movements during the financial year is below.

SCA Property Group
Cash at bank Due within Due after $m 1 year $m 1 year $m	Total
	$m
Net debt at 30 June 2020 3.8 - (1,085.3) Net proceeds from borrowings 7.8 - (645.0) Repayment of borrowings - - 360.0 Foreign exchange adjustments - - 35.3	(1,081.5)
	(637.2)
	360.0
	35.3
Net debt at 30 June 2021 11.6 - (1,335.0)	(1,323.4)

	Retail Trust
	Cash at bank Due within Due after $m 1 year $m 1 year $m	Total
		$m
	Net debt at 30 June 2020 2.7 - (1,085.3) Net proceeds from borrowings 7.6 - (645.0) Repayment of borrowings - - 360.0 Foreign exchange adjustments - - 35.3	(1,082.6)
		(637.4)
		360.0
		35.3
	Net debt at 30 June 2021 10.3 - (1,335.0)	(1,324.7)

SCA Property Group
Cash at bank Due within Due after $m 1 year $m 1 year $m	Total
	$m
Net debt at 30 June 2019 4.2 - (1,139.2)	(1,135.0)
Net proceeds from borrowings - - (178.0)	(178.0)
Repayment of borrowings (0.4) - 240.0	239.6
Foreign exchange adjustments - - (8.1)	(8.1)
Net debt at 30 June 2020 3.8 - (1,085.3)	(1,081.5)

77

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

	Retail Trust
	Cash at bank Due within Due after Total
	$m 1 year $m 1 year $m $m
Net debt at 30 June 2019	3.1 - (1,139.2) (1,136.1)
Net proceeds from borrowings	- - (178.0) (178.0)
Repayment of borrowings	(0.4) - 240.0 239.6
Foreign exchange adjustments	- - (8.1) (8.1)
Net debt at 30 June 2020	2.7 - (1,085.3) (1,082.6)

22. Operating leases

All the investment properties (refer note 13) are subject to operating leases.

The investment properties are leased to tenants under long term operating leases with rentals payable monthly. Significant types of tenants include supermarkets, discount department stores, liquor stores and specialty stores. Lease terms can vary for each lease.

For supermarkets and discount department stores, lease terms for new leases are commonly from 10 to 20 years and are typically followed by a number of optional lease extensions exercisable by the tenant. The lease for these tenants also generally includes provision for additional rent in the form of sales turnover rent. Where sales turnover rent applies, it is typically payable annually in arrears where the sum of the initial rent and the turnover rent percentage amount for a year exceeds the amount of the base rent. Additionally the base rent for some of these tenants is subject to fixed periodic increases of up to 5% at the rent review date. The rent review date is typically every 5 years from the lease start or renewal.

For other tenants lease terms would commonly be for shorter periods such as five years with provisions for annual reviews which typically comprise either fixed percentage increases, CPI based increases or market reviews. Optional lease extensions exercisable by the tenant are also possible. Specialty leases incorporate provisions for reporting of sales turnover and may include payment of turnover rent percentage rental if appropriate.

Minimum lease payments receivable under non-cancellable operating leases of investment are as follows.

	SCA Property Group & Retail Trust	SCA Property Group & Retail Trust
	30 June 2021	30 June 2020
	$m	$m
Within one year	262.4 782.3 791.3	241.8
Between one and five years		720.4
After fiveyears		762.1
	1,836.0	1,724.3

There was $5.2 million of percentage or turnover rent recognised as income in the current year (30 June 2020: $3.3 million).

23. Capital and lease commitments

Estimated capital expenditure committed at balance sheet date but not provided for:

	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$m $m
Capital commitments	116.4 10.0

78

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

The 30 June 2021 balance relates to:

• Drayton Central (QLD) ($34.3 million): In June 2021, the Group entered into a conditional agreement to acquire Drayton Central shopping centre for $34.3 million (excluding transaction costs). This transaction settled in July 2021. Included in the Balance Sheet is $1.7 million which represents a deposit in relation to this acquisition.

• Raymond Terrace (NSW) ($87.5 million): In June 2021, the Group entered into a conditional agreement to acquire Raymond Terrace shopping centre for $87.5 million (excluding transaction costs). This transaction settled in July 2021. Included in the Balance Sheet is $4.4 million which represents a deposit in relation to this acquisition.

• Marian Town Centre (QLD) ($0.8 million): In July 2020, the Group entered into a conditional agreement to acquire vacant land at Marian Town Centre shopping centre for $0.8 million (excluding transaction costs). This transaction settled in July 2021. Included in the Balance Sheet is $0.1 million which represents a deposit and prepaid expenses in relation to this acquisition.

The 30 June 2020 balance relates to:

• Greenbank (QLD) ($10.0 million): During the year ended 30 June 2016 the Group entered into a conditional agreement to acquire Greenbank neighbourhood shopping centre for $23.0 million (excluding transaction costs). This transaction settled in January 2016. This acquisition includes a call option for the Group to acquire ten hectares of adjacent development land for $10.0 million exercisable at any time within 5 years from the date of acquisition. This exercise amount has been treated as an estimated capital expenditure within one year as the vendor has a put option which is exercisable in December 2020 (if the call option for the Group is not exercised by that time) (30 June 2020: $10.0 million).

Additionally, the Group leases its office space for $0.7 million per annum. This lease expires in August 2023.

24. Segment reporting

The Group and Retail Trust invest in shopping centres located in Australia operates only within one segment, Australia.

For the purposes of segment reporting $97.2 million in rental income (30 June 2020: $90.9 million) was from Woolworths Limited and its affiliates. Further, $34.9 million in rental income (30 June 2020: $32.1 million) was from Coles Limited and its affiliates.

25. Key management personnel compensation

The aggregate compensation made to the Directors and other key management personnel of the Group is set out below.

	30 June 2021	30 June 2020
	$	$
Short term benefits	3,555,961	3,214,002
Post-employment benefits	147,761	169,400
Share-based payment	784,098	773,440
Longterm benefits	31,110	52,611
	4,518,930	4,209,453

The key management personnel during the year were:

• Directors

• Mr Lamb (Company Secretary and General Counsel): retired as General Counsel on 7 December 2020 and resigned as Company Secretary on 31 December 2020. He ceased being a KMP on 31 December 2020. Mark Lamb remained employed until 1 July 2021.

26. Share based payments

During 2013 the Group established a Group Executive Incentive Plan that entitles key management personnel, subject to criteria, to become entitled to acquire stapled securities at nil cost to the employee. The Group Executive Incentive Plan was approved at the Group’s Annual General Meeting in November 2013.

Rights pursuant to the Group Executive Incentive Plan have been issued for:

• Special Performance Rights (SPRs)

• Short Term Incentive Plan Rights (STIP)

• Long Term Incentive Plan Rights (LTIP)

Under the Group Executive Incentive Plan grants of rights have been made to the following key management personnel:

• Mr Mellowes (Director and Chief Executive Officer)

79

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the year ended 30 June 2021

• Mr Fleming (Director and Chief Financial Officer)

• Mr Lamb (Company Secretary and General Counsel)

In addition, certain non-key management personnel have also been granted 328,563 rights during the year (30 June 2020: 312,972).

The table below summarises the rights issued to key management personnel. These rights have a nil exercise price and awards are subject to meeting performance criteria. Where the performance criteria are met, details of the stapled securities that may be issued are below. Under the Group Executive Incentive Plan during the year stapled securities were issued and vested to Mr Mellowes 424,346 (number of securities) (30 June 2020: 541,501), Mr Fleming 194,053 (number of securities) (30 June 2020: 247,544) and Mr Lamb 55,363 (number of securities) (30 June 2020: 67,643).

Type and eligibility	Vesting	Security	Grant	Testing	Vesting	Maximum number of	Fair value at
	conditions1	price at	date	date	date	stapled securities or	grant date
		grant date				maximum value of
						securities to be issued
STIP (FY21) (Mr Mellowes)	Non-market	$2.23	Sep-20	Jan-21 Jul-21	Jul-22	$241,250 $241,250	$0.96 per $1.00
STIP (FY21) (Mr Fleming)	Non-market	$2.23	Sep-20	Jan-21 Jul-21	Jul-22	$115,938 $115,938	$0.96 per $1.00
LTIP (FY21 - FY23) (tranche 1) (Messrs Mellowes, Fleming, Lamb)	Relative TSR2	$2.23	Sep-20	Sep-23	Jul-24	452,393	$1.18 per security
LTIP (FY21 - FY23) (tranche 2) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.23	Sep-20	Jun-23	Jul-24	301,595	$2.23 per security
STIP (FY20) (Mr Mellowes)	Non-market	$2.61	Aug-19	Jul-20	Jul-22	$482,500	$0.96 per $1.00
STIP (FY20) (Mr Fleming)	Non-market	$2.61	Aug-19	Jul-20	Jul-22	$231,875	$0.96 per $1.00
LTIP (FY20 - FY22) (tranche 1) (Messrs Mellowes, Fleming, Lamb)	Relative TSR2	$2.61	Aug-19	Sep-22	Jul-23	213,818	$1.28 per security
LTIP (FY20 - FY22) (tranche 2) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.61	Aug-19	Jun-22	Jul-23	213,818	$2.59 per security
LTIP (FY20 - FY22) (tranche 3) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.61	Aug-19	Jun-22	Jul-23	213,818	$2.59 per security
STIP (FY19) (Mr Mellowes)	Non-market	$2.40	Aug-18	Jul-19	Jul-21	$386,750	$0.97 per $1.00
STIP (FY19) (Mr Fleming)	Non-market	$2.40	Aug-18	Jul-19	Jul-21	$187,500	$0.97 per $1.00
LTIP (FY19 - FY21) (tranche 1) (Messrs Mellowes, Fleming, Lamb)	Relative TSR2	$2.40	Aug-18	Sep-21	Jul-22	182,455	$1.22 per security
LTIP (FY19 - FY21) (tranche 2) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.40	Aug-18	Jun-21	Jul-22	182,455	$2.40 per security
LTIP (FY19 - FY21) (tranche 3) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.40	Aug-18	Jun-21	Jul-22	182,455	$2.40 per security
STIP (FY18) (Mr Mellowes)	Non-market	$2.23	Aug-17	Jul-18	Jul-20	$341,250	$0.98 per $1.00
STIP (FY18) (Mr Fleming)	Non-market	$2.23	Aug-17	Jul-18	Jul-20	$156,250	$0.98 per $1.00
LTIP (FY18 - FY20) (tranche 1) (Messrs Mellowes, Fleming, Lamb)	Relative TSR2	$2.23	Aug-17	Sep-20	Jul-21	168,973	$1.10 per security
LTIP (FY18 - FY20) (tranche 2) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.23	Aug-17	Jun-20	Jul-21	168,973	$2.23 per security
LTIP (FY18 - FY20) (tranche 3) (Messrs Mellowes, Fleming, Lamb)	Non-market	$2.23	Aug-17	Jun-20	Jul-21	168,973	$2.23 per security

• 1 Service and non-market conditions include financial and non-financial targets along with a deferred vesting period.

2 TSR is Total Shareholder Return measured against a comparator group.

The Group recognises the fair value at the grant date of equity settled securities below as an employee benefit expense proportionally over the vesting period with a corresponding increase in equity. Fair value is measured at grant date using MonteCarlo simulation and Black Scholes option pricing models where applicable, performed by an independent valuer, and models the future security price of the Group’s securities.

Non-market vesting conditions are determined with reference to the underlying financial or non-financial performance measures to which they relate.

The total expense recognised during the year in relation to those eligible for equity settled share-based payments was $0.9 million (30 June 2020: $1.0 million). Key inputs to the pricing models include:

	30	June 2021	30 June 2020	30 June 2019	30 June 2018
Volatility		25%	16%	17%	16%
Dividend yield		5.5%	5.8%	6.1%	6.2%
Risk-free interest rate		0.2%	0.7%	1.99%	1.97% - 2.12%

80

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

27. Other related party disclosures

The Retail Trust has a current payable of $10.2 million to the Management Trust (30 June 2020: $10.2 million). This is non-interest bearing and repayable at call. Additionally, Shopping Centres Australasia Property Group RE Limited (the Company), the Responsible Entity of the Retail Trust and a wholly owned subsidiary of Management Trust, makes payments on behalf of the Retail Trust from time to time. These payments are incurred by the Company in properly performing or exercising its powers or duties in relation to the Retail Trust. The Company has a right of indemnity from the Retail Trust, for any liability incurred by the Company in properly performing or exercising any of its powers or duties in relation to the Retail Trust. The amount reimbursed or reimbursable during the year under this agreement was $17.0 million (30 June 2020: $13.3 million).

The Group received $2.2 million (30 June 2020: $1.7 million) of funds management revenue from SURF 1, SURF 2 and SURF 3 (Retail Trust: $nil).

In February 2021, the Group acquired Katoomba Marketplace for $55.1 million from SCA Unlisted Retail Fund 2, in which the Group had a 28.6% interest. The transaction was conducted on an arms length basis. The Group was also entitled to a 1% disposal fee of $0.6 million (before tax) on settlement.

At 30 June 2021, the Group and Retail Trust has an investment in SURF 3 (30 June 2020: investment in SURF 1, SURF 2 and SURF 3). In July 2020, SURF 3 sold Swansea for $15.6 million. The Group was entitled to a 1% disposal fee of $0.2 million (before tax) on settlement. Consistent with prior periods no amount has been recognised for a performance fee from SURF 3 for the year ended 30 June 2021. Refer note 14.

28. Parent entity

28. Parent entity
	Management Trust1			Retail Trust1, 2
	30 June 2021	30 June 2020		30 June 2021	30 June 2020
	$m	$m		$m	$m
Current assets	-	-		84.4	248.0
Non-current assets	-	-		4,117.6	3,337.7
Total assets	-	-		4,202.0	3,585.7
Current liabilities	-	-		150.8	349.6
Non-current liabilities	-	-		1,337.9	872.6
Total liabilities	-	-		1,488.7	1,222.2
Contributed equity	10.2	10.2		1,980.3	1,962.6
Reserves	-	-		7.0	3.0
Accumulatedprofit	-	-		726.0	397.9
Total equity	10.2	10.2		2,713.3	2,363.5
Net profit after tax	-	-		461.9	84.8
Other comprehensive income /(loss)	-	-		3.1	(6.9)
Total comprehensive income	-	-		465.0	77.9
Commitments for the acquisition ofpropertybytheparent	-	-		116.4	10.0

1 Head Trusts only.

2 The Retail Trust financial statements have been prepared on a going concern basis. In preparing the Retail Trust financial statements the Directors note that the Retail Trust has a net current asset deficiency position as it is the policy of the Group and Retail Trust to use surplus cash to repay revolving debt. At 30 June 2021 the Group and Retail Trust have the ability to drawdown funds to pay the distribution on or about 31 August 2021, having sufficient excess cash and cash equivalents and undrawn financing facilities (refer note 16).

81

For the year ended 30 June 2021

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements

29. Subsidiaries

Name of subsidiaries	Place of	Ownership interest	Ownership interest
	incorporation	30 June 2021	30 June 2020
	and operation
Subsidiaries of Shopping Centres Australasia Property Management Trust
Shopping Centres Australasia Property Operations Pty Ltd	Australia	100.0%	100.0%
Shopping Centres Australasia Property Holdings Pty Ltd	Australia	100.0%	100.0%
Shopping Centres Australasia Property Group RE Ltd	Australia	100.0%	100.0%
SCA Unlisted Retail Fund RE Ltd	Australia	100.0%	100.0%
Shopping Centres Australasia Property Agent Pty Ltd	Australia	100.0%	-

Additionally Shopping Centres Australasia Property Retail Trust is considered for financial reporting purposes a subsidiary of Shopping Centres Australasia Property Management Trust due to stapling even though there is no ownership or shareholding interest.

30. Auditors’ remuneration

30. Auditors’ remuneration
	SCA Property Group & Retail Trust
	30 June 2021 30 June 2020
	$’000 $’000
Audit of the financial statements	304.2 292.5
Statutory assurance services required by legislation to be provided by the auditor	52.9 50.3
	357.1 342.8

The auditor of the Group is Deloitte Touche Tohmatsu. The auditor’s remuneration includes audit of the Financial Reports, subsidiary Financial Reports, the Group’s AFSL and the Group’s Compliance Plans.

31. Subsequent events

The continued uncertainty in relation to COVID-19 may have an adverse impact on both the operations and financial performance of the Group during FY22. Restrictions on retail trading have been introduced into a number of States in Australia in response to COVID-19 outbreaks, and regulations mandating rent relief and a moratorium on evictions have been re-introduced in New South Wales and Victoria. The full consequences of COVID-19 on the Group’s future financial performance and the value of the Group’s investment properties continues to be uncertain.

In July 2021, the Group acquired Drayton Central (Queensland) for $34.3 million, Raymond Terrace (New South Wales) for $87.5 million and purchased vacant land next to the Marian Town Centre shopping centre for $0.8 million.

Since the end of the year, the Directors of the Responsible Entity are not aware of any other matter or circumstance not otherwise dealt with in this report or the Consolidated Financial Statements that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial periods.

82

Shopping Centres Australasia Property Group Directors Declaration

For the year ended 30 June 2021

In the opinion of the Directors of Shopping Centres Australasia Property Group RE Limited, the Responsible Entity of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust (the “Retail Trust”):

• (a) The Financial Statements and Notes, of Shopping Centres Australasia Property Management Trust and its controlled entities, including Shopping Centres Australasia Property Retail Trust and its controlled entities, (the “Group”), set out on pages 42 to 82 are in accordance with the Corporations Act 2001, including:

• (i) giving a true and fair view of the Group’s and the Retail Trust’s financial position at 30 June 2021 and of their performance, for the year ended 30 June 2021; and

• (ii) complying with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations Regulations 2001;

• (b) there are reasonable grounds to believe that both the Group and the Retail Trust will be able to pay their debts as and when they become due and payable.

Note 2 confirms that the Financial Statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Directors have been given the declaration required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the year ended 30 June 2021.

Signed in accordance with a resolution of the Directors.

==> picture [147 x 50] intentionally omitted <==

Philip Marcus Clark AO Chairman Sydney 16 August 2021

83

==> picture [149 x 28] intentionally omitted <==

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

Independent Auditor’s Report to the Stapled Security Holders of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of:

• Shopping Centres Australasia Property Management Trust (“SCA Property Management Trust”) and its controlled entities (“SCA Property Group” or “the Group”) which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and the directors’ declaration; and

• Shopping Centres Australasia Property Retail Trust and its controlled entities (“SCA Property Retail Trust”) comprising the consolidated statement of financial position as at 30 June 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and the directors’ declaration.

In our opinion, the accompanying financial report of SCA Property Group and SCA Property Retail Trust is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of SCA Property Group’s and SCA Property Retail Trust’s financial positions as at 30 June 2021 and of their financial performance for the year then ended; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of SCA Property Group and SCA Property Retail Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Shopping Centres Australasia Property Group RE Limited (the “Responsible Entity”), would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

84

==> picture [82 x 17] intentionally omitted <==

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How the scope of our audit responded to the Key Audit Matter

Investment property valuation

Our procedures included, but were not limited to:

As at 30 June 2021, SCA Property Group recognised • investment properties valued at $4,000.0m as disclosed in Note 13.

• Assessing management’s process over property valuations and the oversight applied by the directors are consistent with accounting standards and SCA Property Group’s valuation policy

The fair value of investment property is calculated in accordance with the valuation policy set out in Note 2 • (j) and Note 13 which outline the two valuation methodologies used by SCA Property Group.

• Assessing the independence, competence and objectivity of the internal and external valuers

• Performing an analytical review and risk assessment of the portfolio, analysing the key inputs and assumptions

Note 3 and Note 13 disclose the significant judgements and estimates made by SCA Property Group in estimating the fair values. These include the following • assumptions:

• Benchmarking the capitalisation rates and discount rates with reference to external market trends and transactions and challenging those assumptions where appropriate

• forecast cash flows: including market rental income, market growth rates, rent relief provided and letting up assumptions. There is • increase in judgement being applied as a result of the uncertainty of future rental income and leasing activity as a result of COVID-19

• Performing procedures over the specific assumptions and judgements made around the impact of COVID-19 on the valuation models including market rental income, market growth rates, rent relief provided and letting up assumptions

• Holding discussions with management and the external valuers to obtain an understanding of portfolio movements and their assessment of the impact of COVID-19 on the valuations, including the material uncertainty statement included in their reports

• capitalisation rates: since June 2020 there • have been a number of completed transactions for convenience-based shopping centres demonstrating that capitalisation rates for this assets class have stabilised or tightened

Testing on a sample basis of externally and internally valued properties, the following:

• discount rates: are subjective due to the specific nature and characteristics of individual investment properties.

• the integrity of the information in the valuation models by agreeing key inputs such as net operating income to underlying records and source evidence

In addition, Note 3 highlights the impact created by COVID-19 and as a result the valuers have included a material valuation uncertainty statement in their valuation reports as at 30 June 2021. This clause indicates that less certainty, and consequently a higher degree of caution should be attached to the valuations as a result of COVID-19.

• the forecasts used in the valuation models with reference to current financial results such as revenues and expenses, capital expenditure requirements, vacancy rates and lease renewals

The sensitivity to changes associated with the greater levels of estimation uncertainty being applied in respect of these assumptions are disclosed in Note 13.

  - the mathematical accuracy of the valuation models.

• We also assessed the appropriateness of the disclosures included in Note 3 and 13 to the financial statements.

85

==> picture [82 x 17] intentionally omitted <==

Other Information

The directors of the Responsible Entity (“the Directors”) are responsible for the other information. The other information comprises the Directors’ Report, which we obtained prior to the date of this auditor’s report and also includes the following information which will be included in the Group’s annual report (but does not include the financial report and our auditor’s report thereon): Message from the Chairman, Message from the CEO, Security Analysis and Sustainability Report, which is expected to be made available to us after that date.

Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Message from the Chairman, Message from the CEO, Security Analysis and Sustainability Report in the Annual Report which we have not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action.

Responsibilities of the Directors for the Financial Report

The directors of the Group are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing SCA Property Group’s and SCA Property Retail Trust’s ability to continue as going concerns, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate SCA Property Group and/or SCA Property Retail Trust or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of SCA Property Group’s and/or SCA Property Retail Trust’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

86

==> picture [82 x 17] intentionally omitted <==

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on SCA Property Group’s and/or SCA Property Retail Trust’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause SCA Property Group and/or SCA Property Retail Trust to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within SCA Property Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of SCA Property Group’s audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 15 to 40 of the Directors’ Report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of Shopping Centres Australasia Property Management Trust, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

==> picture [198 x 51] intentionally omitted <==

DELOITTE TOUCHE TOHMATSU

==> picture [148 x 42] intentionally omitted <==

Andrew J Coleman Partner Chartered Accountants Sydney, 16 August 2021

87