SCENTRE GROUP TRUST 1 — Capital/Financing Update 2014

Jul 13, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Scentre Group Trust 1

ABN

ARSN 090 849 746

We (the entity) give ASX the following information.

Part 1 - All issues

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

+Class of +securities issued or to | $\mathbf 1$ be issued

EUR600,000,000 1.500% Fixed Rate Notes due 16 July 2020 (Notes)

• Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• Principal terms $\sigma$ the $\overline{\mathbf{3}}$ *securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

599,901 (i.e. Notes with denominations of EUR100,000 and integral multiple of EUR1,000 in excess thereof)

As set out in the Offering Circular dated 30 June 2014 as supplemented by the Pricing Supplement dated 14 July 2014 attached to this application

+ See chapter 19 for defined terms.

$\overline{4}$	Do the + securities rank equallyin all respects from the + issuedate with an existing + class ofquoted +securities?	n/a
	If the additional + securities donot rank equally, please state:the date from which they dothe extent to which theyparticipate for thenextdividend, (in the case of adistribution)trust,orinterest paymentthe extent to which they donot rank equally, other thanin relation to the nextdistributiondividend,Оľinterest payment
5	Issue price or consideration	99.886% of the aggregate principal amountof the Tranche
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	refinanceGroup'sPartiallyScentreA$5,000,000,000 Bridge Facility
6a	Is the entity an + eligible entityobtainedthathassecurityholder approval under rule 7.1A?	n/a
	If Yes, complete sections 6b - 6hin relation to the + securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	n/a
6с	Number of + securities issuedwithout security holder approvalunder rule 7.1	n/a
6d	Number of + securities issuedwith security holder approvalunder rule 7.1A	n/a

+ See chapter 19 for defined terms.

• 6e Number of +securities issued $n/a$ with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of $+$ securities issued under an exception in rule 7.2
• If $+$ securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the *issue date and both values. Include the source of the VWAP calculation.
• $6h$ If +securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining $|$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• +Issue dates $\overline{7}$

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

Cross reference: item 33 of Appendix 3B.

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

Number	+ Class
5,324,296,678	Ordinary units
399,901	EUR400,000,000Floating Rate Notesdue 16 July 2018

$n/a$

$n/a$

$n/a$

$n/a$

16 July 2014

• See chapter 19 for defined terms.

Appendix 3B Page 3

599,901	EUR600,000,0001.500% Fixed RateNotes due 16 July2020
599,901	EUR600,000,0002.250% Fixed RateNotes due 16 July2024
399,901	GBP400,000,0003.875% Fixed RateNotes due 16 July2026

+ See chapter 19 for defined terms.

	Number	+ Class
Number and $^{+}$ class of all $n/a$9*securities not quoted on ASX(including the + securities insection 2 if applicable)		n/a

Dividend policy (in the case of a 10 trust, distribution policy) on the increased capital (interests)

As described in the Westfield Group securityholder booklet dated 14 April 2014

Part 2 - Pro rata issue

Is security holder approval $\mathbf{11}$ $n/a$ required? Is the issue renounceable or non- $12$ $n/a$ renounceable? Ratio in which the +securities $13$ $n/a$ will be offered +Class of +securities to which the $n/a$ $14$ offer relates +Record date to determine $15$ $n/a$ entitlements different $|n/a$ 16 Will holdings on registers (or subregisters) be aggregated calculating for entitlements? Policy for deciding entitlements 17 $n/a$ in relation to fractions Names of countries in which the $|n/a$ 18 entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with.

• See chapter 19 for defined terms.

Cross reference: rule 7.7.

Appendix 3B Page 5

Closing date for receipt of $\boxed{n/a}$ acceptances or renunciations 19

$\hat{\mathcal{A}}$

+ See chapter 19 for defined terms.

20	Names of any underwriters	n/a
21	Amount of any underwriting feeor commission	n/a
22	Names of any brokers to theissue	n/a
23	Fee or commission payable to thebroker to the issue	n/a
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	n/a
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	n/a
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	n/a
27	If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders	n/a
28	Date rights trading will begin (ifapplicable)	n/a
29	Date rights trading will end (ifapplicable)	n/a
30	How do security holders selltheir entitlements in full througha broker?	n/a
3 1	How do security holders sell partof their entitlements through abrokerand accept for thebalance?	n/a

Appendix 3B Page 7

$\ddot{\phantom{1}}$

+ See chapter 19 for defined terms.

How do security holders dispose $32$ of their entitlements (except by sale through a broker)?

+Issue date $33$

$n/a$

Part 3 - Quotation of securities

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

$n/a$

• Type of +securities $34$ (tick one)
• $(a)$

*Securities described in Part 1

All other +securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

36

37

If the *securities are *equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$

1,001 - 5,000 $5,001 - 10,000$ 10,001 - 100,000

100,001 and over

A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of + securities for which+ quotation is sought	n/a
39	+ Class of + securities for whichquotation is sought	n/a
40	Do the + securities rank equally inall respects from the + issue datewith an existing + class of quoted*securities?	n/a
	If the additional + securities do notrank equally, please state:the date from which they dothe extent to which theyforparticipatethenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they do٠not rank equally, other than inrelation to the next dividend,distributioninterestorpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, end	n/a
	of restriction period(if issued upon conversion ofanother + security, clearly identifythat other + security)
		Number	+ Class
42	and + classNumberofall+ securitiesquotedonASX.(including the + securities in clause38)	n/a	n/a

+ See chapter 19 for defined terms.

Quotation agreement

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

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

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

Sign here:

(Director/Company secretary)

Date: 14 July 2014

Print name: MAUREEN McGRATH

$=$ $=$ $=$ $=$ $=$ $=$

+ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

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

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

Part 1

Rule 7.1 – Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:
Number of fully paid +ordinary securitiesissued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securitiesissued in that 12 month period withshareholder approval
Number of partly paid +ordinary$\bullet$securities that became fully paid in that12 month period
Note:Include only ordinary securities here -other classes of equity securities cannotbe addedInclude here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
"А"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of + equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule$\bullet$7.1 or rule 7.4
Note:This applies to equity securities, unlessspecifically excluded - not just ordinarysecuritiesInclude here (if applicable) the securities٠the subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues of٠securities on different dates as separateline items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.15] – "C"
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"А"
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:This applies to equity securities $-$ notjust ordinary securitiesInclude here $-$ if applicable $-$ thesecurities the subject of the Appendix3B to which this form is annexedDo not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtainedIt may be useful to set out issues of$\bullet$securities on different dates as separateline items"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placementcapacity under rule 7.1A

÷.

+ See chapter 19 for defined terms.

PRICING SUPPLEMENT

14 July 2014

Scentre Management Limited (ABN 41 001 670 579) in its capacity as responsible entity and trustee of Scentre Group Trust 1 (ARSN 090 849 746)

as issuer

Issue of €600,000,000 1.500 per cent. Notes due 2020 under the $€10,000,000,000$ Euro Medium Term Note Programme

Guaranteed, on a joint and several basis, by

Scentre Group Limited (ABN 66 001 671 496)

RE1 Limited (ABN 80 145 743 862) in its capacity as responsible entity and trustee of Scentre Group Trust 2 (ARSN 146 934 536)

RE2 Limited (ABN 41 145 744 065) in its capacity as responsible entity and trustee of Scentre Group Trust 3 (ARSN 146 934 652)

and on a joint and several basis, by

RE (NZ) Finance Limited (NZ registered number 3183148)

Scentre Finance (Aust) Limited (ABN 37 093 642 865)

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 30 June 2014. This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular.

(a)	Issuer:	Scentre Management Limited (ABN 41 001 670 579) in itscapacity as responsible entity and trustee of Scentre Group Trust 1(ARSN 090 849 746)
(b)	Guarantors:	Scentre Group Limited (ABN 66 001 671 496)
		RE1 Limited (ABN 80 145 743 862) in its capacity as responsibleentity and trustee of Scentre Group Trust 2 (ARSN 146 934 536)and
		RE2 Limited (ABN 41 145 744 065) in its capacity as responsibleentity and trustee of Scentre Group Trust 3 (ARSN 146 934 652)
		as Parent Guarantors, on a joint and several basis and
		RE (NZ) Finance Limited (NZ registered number 3183148) and
		Scentre Finance (Aust) Limited (ABN 37 093 642 865)

as Subsidiary Guarantors on a joint and several basis

2.	Series Number:(a)	$\overline{c}$
	Tranche Number:(b)	1
3.	Specified Currency:	EUR $(\epsilon)$
4.	Aggregate Nominal Amount:
	Series:(a)	€600,000,000
	Tranche:(b)	€600,000,000
5.	Issue Price:	99.886 per cent. of the Aggregate Nominal Amount
6.	(a) Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up toand including $£199,000$ . No Notes in definitive form will beissued with a denomination above $€199,000$ .
	Calculation Amount:(b)	€1,000
7.	Issue Date:(a)	16 July 2014
	(b)Interest Commencement Date:	Issue Date
8.	Maturity Date:	16 July 2020
9.	Interest Basis:	1.500 per cent. Fixed Rate
		(further particulars specified below)
10.	Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, theNotes will be redeemed on the Maturity Date at par
11.	Change of Interest Basis:	Not Applicable
12.	Put/Call Options:	Issuer Maturity Call
		Issuer Call
		(See paragraphs 19 and 20 below)
13.	Date Board (or similar)authorisation for issuance of Notesobtained for the Issuer:	Approval in principle for the issuance was granted by the board ofthe Issuer on 28 May 2014 and the finalisation of the terms of theNotes was delegated to a committee. That committee approvedthe issuance of the Notes on 8 July 2014
14.	Method of distribution:	Syndicated
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions:	Applicable
	Rate(s) of Interest:(a)	1.500 per cent. per annum payable in arrear on each InterestPayment Date
	Interest Payment Date(s):(b)	16 July in each year from and including 16 July 2015, up to, and

$\mathbb{Z}^2$

including, the Maturity Date

	(c)	Fixed Coupon Amount(s):	$€15.00$ per Calculation Amount (applicable to the Notes indefinitive form)
	(d)	Broken Amount(s):	Not Applicable
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Determination Date(s):	16 July in each year
16.		Floating Rate Note Provisions:	Not Applicable
17.	Fixed/Floating Rate Interest BasisProvisions:		Not Applicable
18.	Zero Coupon Note Provisions:		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
19.	Issuer Maturity Call:		Applicable
20.	Issuer Call:		Applicable
	(a)	Optional Redemption Date(s):	At any time that is more than 90 days prior to the Maturity Date

Optional Redemption Amount Special Redemption Amount $(b)$ of each Note and method, if any, of calculation of such $amount(s)$ : Specified Time for Special Not Applicable $(c)$ Redemption Amount:

• (d) Redemption Margin: $0.15$ per cent.
• For redemption in part: $(e)$ Minimum Redemption

Not Applicable Amount: Investor Put:

Not Applicable 22. Final Redemption Amount: $€1,000$ per Calculation Amount 23. Early Redemption Amount payable $€1,000$ per Calculation Amount on redemption for taxation reasons or

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.	Form of Notes:	Temporary Global Note exchangeable for a Permanent GlobalNote on and after the Exchange Date, which is exchangeable forDefinitive Notes upon the occurrence of an Exchange Event
25.	Additional Financial Centre(s):	London, Sydney
26.	Talons for future Coupons to beattached to definitive Notes:	No

on event of default:

27. Additional Terms and Conditions: Not Applicable

Signed on behalf of the [ssuer: By: .............. . . . . . . . . Duly authorised PETER KENNETH ALLEN

. . . . . . . . . . . . . . . . . .

By: ..................... Duly authorised MARK ALAN BLOOM

Signed on behalf of the quarantors: By: ................ . . . . . . Duly authorised PETER KENNETH ALLEN

. . . . . .

By: ........................ Duly authorised

MARK ALAN BLOOM

PART B-OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

Listing and admission to trading:

Application has been made by the Issuer (or on its behalf) for the Notes to be listed on the Australian Securities Exchange (operated by ASX Limited (ABN 98 008 624 691)) with effect from 16 July 2014.

$2.$ RATINGS

The Notes to be issued are expected to be rated:

Standard & Poor's (Australia) Pty. Limited: A

Moody's Investors Service, Pty Limited: A1

$3.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

$\overline{4}$ . YIELD

Indication of yield:

1.520 per cent. per annum

$\overline{5}$ . OPERATIONAL INFORMATION

• $(i)$ ISIN: XS1087819634
• (ii) Common Code: 108781963
• (iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification number(s):
• (iv) Domicile and reference: The Programme Number under which the Notes will be issued is the Programme Number of Scentre Management Limited, the reference name in the Clearing Systems for the Issuer is "Scentre Group Trust 1" and the domicile of the Notes solely for the purposes of the Clearing Systems is presently Australia

Not Applicable

• (v) Delivery: Delivery against payment
• (vi) Names and addresses of additional Not Applicable Paying Agent(s) (if any):

6. NAMES OF MANAGERS

Barclays Bank PLC BNP Paribas Deutsche Bank AG, London Branch The Hongkong and Shanghai Banking Corporation Limited

Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited J.P. Morgan Securities plc Merrill Lynch International Morgan Stanley & Co. International plc The Royal Bank of Scotland plc UBS Limited Australia and New Zealand Banking Group Limited Commonwealth Bank of Australia National Australia Bank Limited Scotiabank Europe plc SMBC Nikko Capital Markets Limited Westpac Banking Corporation

$\bar{\mathbf{v}}$

$\mathcal{L}$ $\circ$