VICINITY CENTRES TRUST — Capital/Financing Update 2019

Nov 5, 2019

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT: You must read the following before continuing. The following applies to the second supplemental offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the second supplemental offering circular. In accessing the second supplemental offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ( REGULATION S ), EXCEPT PURSUANT TO AN EXCEPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING SECOND SUPPLEMENTAL OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation : In order to be eligible to view this second supplemental offering circular or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act). This second supplemental offering circular is being sent at your request and by accepting the e-mail and by accessing this second supplemental offering circular, you shall be deemed to have represented to us that you are not a U.S. person, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such second supplemental offering circular by electronic transmission.

You are reminded that this second supplemental offering circular has been delivered to you on the basis that you are a person into whose possession this second supplemental offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this second supplemental offering circular to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of Vicinity Centres RE Ltd in such jurisdiction.

This second supplemental offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Vicinity Centres RE Ltd, the arranger or any dealer, or any other person who controls either of them or any director, officer, employee or agent of either of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the second supplemental offering circular distributed to you in electronic format and the hard copy version available to you on request from Vicinity Centres RE Ltd, the arranger or any dealer.

Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

SECOND SUPPLEMENTAL OFFERING CIRCULAR to the Offering Circular dated 7 March 2018, as supplemented by a First Supplemental Offering Circular dated 21 August 2018

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Vicinity Centres RE Ltd (ACN 149 781 322)

as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

€2,000,000,000

Euro Medium Term Note Programme

guaranteed by Vicinity Limited (ACN 114 757 783) and

Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

This Second Supplemental Offering Circular is supplemental to, and should be read in conjunction with, the Offering Circular dated 7 March 2018 relating to the Vicinity Centres RE Ltd's €2,000,000,000 Euro Medium Term Note Programme, as supplemented by a First Supplemental Offering Circular dated 21 August 2018 (the Original Offering Circular and, together with this Second Supplemental Offering Circular, the Offering Circular ) and all other documents that are deemed to be incorporated by reference therein in relation the €2,000,000,000 Euro Medium Term Note Programme (the Programme ). Save to the extent defined in this Second Supplemental Offering Circular, terms defined or otherwise attributed meanings in the Original Offering Circular have the same meaning when used in this Second Supplemental Offering Circular. References in the Original Offering Circular and this Supplemental Offering Circular to "this Offering Circular" mean the Original Offering Circular as supplemented by this Second Supplemental Offering Circular. To the extent that the Original Offering Circular is inconsistent with this Second Supplemental Offering Circular, the terms of this Second Supplemental Offering Circular will prevail.

Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in and quotation of any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. There is no assurance that an application to the SGX-ST for the listing of Notes of any Series will be approved. Any admission of any Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantors, their respective subsidiaries or associated companies, the Programme or the Notes.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Accordingly, the Notes are being offered and sold only in offshore transactions as defined in and in reliance on Regulation S under the Securities Act ( Regulation S ). See “Form of the Notes” in the Original Offering Circular for a description of the manner in which Notes will be issued. The Notes are subject to certain restrictions on transfer, see “Subscription and Sale” in the Original Offering Circular, as amended herein.

The offer and marketing (as such term is defined in Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (the AIFMD)) of any Tranche of Notes will be conducted in the European Economic Area (EEA) only in the Approved Jurisdiction(s) (as specified in the applicable Pricing Supplement) and will not be conducted in any other EEA member state. If a potential investor is not in an Approved Jurisdiction or otherwise is a person to whom the relevant Notes cannot be marketed in accordance with the AIFMD, as implemented and interpreted in accordance with the laws of each EEA member state, it should not participate in the relevant offering and the relevant Notes may not, and will not, be offered or marketed to it.

The date of this Second Supplemental Offering Circular is 14 October 2019.

The Issuer and the Guarantors having made all reasonable enquiries, confirm that (i) the Offering Circular contains all information with respect to the Issuer, the Guarantors, the Group (as defined below) and the Notes that is material in the context of the issue and offering of the Notes; and (ii) the statements contained in it relating to the Issuer, the Guarantors and the Group are in every material respect true and accurate and not misleading. The Issuer and the Guarantors accept full responsibility for the accuracy of the information contained in this Second Supplemental Offering Circular.

Each Tranche of Notes will be issued on the terms set out herein under “ Terms and Conditions of the Notes ” as amended and/or supplemented by the Pricing Supplement specific to such Tranche. This Second Supplemental Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the applicable Pricing Supplement.

Subject as provided in the applicable Pricing Supplement, the only persons authorised to use this Second Supplemental Offering Circular in connection with an offer of Notes are the persons named in the applicable Pricing Supplement as the relevant Dealer or the Managers, as the case may be. This Second Supplemental Offering Circular and any other documents or materials in relation to the issue, offering or sale of the Notes have been prepared solely for the purpose of the initial sale by the relevant Dealers of the Notes from time to time to be issued pursuant to the Programme.

Copies of Pricing Supplements will be available from the registered office of the Issuer and the specified office set out below of the Principal Paying Agent (as defined in the " Terms and Conditions of the Notes ") (save that a Pricing Supplement relating to an unlisted Note will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or the Principal Paying Agent as to its holding of Notes and identity).

This Second Supplemental Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “ Documents Incorporated by Reference ”). This Second Supplemental Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Second Supplemental Offering Circular.

None of the Arranger, the Dealers, the Trustee, the Paying Agents (as defined in the " Terms and Conditions of the Notes "), the Transfer Agents (as defined in the " Terms and Conditions of the Notes ") or the Registrar (as defined in the " Terms and Conditions of the Notes ") have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar as to the accuracy or completeness of the information contained or incorporated in this Second Supplemental Offering Circular or any other information provided by the Issuer or the Guarantors in connection with the Programme. None of the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar accepts any liability in relation to the information contained or incorporated by reference in this Second Supplemental Offering Circular or any other information provided by the Issuer or the Guarantors in connection with the Programme. To the fullest extent permitted by law, none of the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar accepts any responsibility for the contents of this Second Supplemental Offering Circular or for any other statement made or purported to be made by the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar or on their behalf in connection with the Issuer, the Guarantors or the issue and offering of the Notes. The Arranger, each Dealer, the Trustee, each Paying Agent, each Transfer Agent and the Registrar accordingly disclaims all and any liability, whether arising in tort or contract or otherwise which it might otherwise have in respect of this Second Supplemental Offering Circular or any such statement. Advisers named in this Second Supplemental Offering Circular have acted pursuant to the terms of their respective engagements, have not authorised or caused the issue of, and take no responsibility for, this Second Supplemental Offering Circular and do not make, and should not be taken to have verified, any statement or information in this Second Supplemental Offering Circular unless expressly stated otherwise.

The information set out in those sections of this Second Supplemental Offering Circular describing clearing and settlement is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream, Luxembourg currently in effect. Investors wishing to use these clearing systems are advised to confirm with the relevant clearing system the continued applicability of their rules, regulations

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and procedures. None of the Issuer or the Guarantors will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, book-entry interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to such book-entry interests.

No person is or has been authorised by the Issuer, the Guarantors, the Arranger, any of the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar to give any information or to make any representation not contained in or not consistent with this Second Supplemental Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantors, the Arranger, any of the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar.

Neither this Second Supplemental Offering Circular nor any other information supplied in connection with the Programme or any Notes should be considered as a recommendation by the Issuer, the Guarantors, the Arranger, any of the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar that any recipient of this Second Supplemental Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. This Second Supplemental Offering Circular does not take into account the objectives, financial situation or needs of any potential investor. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantors. Neither this Second Supplemental Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantors, the Arranger, any of the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Second Supplemental Offering Circular (or any part thereof) nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantors is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents and the Registrar expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantors during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia , the most recently published documents incorporated by reference into this Second Supplemental Offering Circular when deciding whether or not to purchase any Notes.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET – The Pricing Supplement in respect of any Notes may include a legend entitled “ MiFID II Product Governance ” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, MiFID II) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been

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prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

SECTION 309B(1) NOTIFICATION – In connection with Section 309B of the Securities and Futures Act Chapter 289 of Singapore (the SFA) and the Securities and Futures (Capital Markets Products) Regulations 2018 (the CMP Regulations 2018), unless otherwise specified before an offer of Notes, the Issuer has determined and hereby notifies all relevant persons (as defined in the Section 309(A)(1) of the SFA), that the Notes are (i) ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and (ii) 'Excluded Investment Products' (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see “ Subscription and Sale ”).

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits of any offering of notes or the accuracy or the adequacy of this Second Supplemental Offering Circular. Any representation to the contrary is a criminal offence in the United States.

This Second Supplemental Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Second Supplemental Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantors, the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents and the Registrar do not represent that this Second Supplemental Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantors, the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar which is intended to permit a public offering of any Notes or distribution of this Second Supplemental Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Second Supplemental Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Second Supplemental Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Second Supplemental Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Second Supplemental Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom), Japan, Hong Kong, Singapore, Switzerland, Australia and New Zealand see “ Subscription and Sale ” in the Original Offering Circular, as amended herein.

This Second Supplemental Offering Circular does not constitute an offer of, or an invitation to purchase, Notes in, or to any resident of, the Commonwealth of Australia or any of its States or Territories, and Notes may only be offered, sold or delivered in or to any resident of the Commonwealth of Australia in accordance with the restrictions set out in “ Subscription and Sale ” in the Original Offering Circular, as amended herein.

This Second Supplemental Offering Circular is not, and is not intended to be, a disclosure document within the meaning of section 9 of the Australian Corporations Act 2001 (Cth) (the Corporations Act), or a Product Disclosure Statement for the purposes of Chapter 7 of the Corporations Act. No action has been taken by the Issuer or any Guarantor that would permit a public offering of Notes in Australia. In particular, this Second Supplemental Offering Circular has not been lodged with the Australian Securities and Investments Commission. It is not intended to be used in connection with any offer for which such disclosure is required and does not contain all the information that would be required by those provisions if they applied. It is not to be provided to any “retail client” as defined in section 761G of the Corporations Act. None of the Issuer or the Guarantors are licensed to provide financial product advice in respect of the Notes or the Guarantee. Coolingoff rights do not apply to the acquisition of the Notes.

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FORWARD LOOKING STATEMENTS

All statements contained in this Second Supplemental Offering Circular, statements made in press releases and oral statements that may be made by the Issuer, the Guarantors or each of their respective officers, directors or employees acting on the Issuer’s or the Guarantors' behalf that are not statements of historical fact constitute “forward-looking statements”. All statements other than statements of historical facts included in this Second Supplemental Offering Circular, including, without limitation, those regarding the financial position of the Group, business strategy plans and objectives of management for future operations, are forward-looking statements.

Potential investors can identify some of these forward-looking statements by terms such as will, would, aim, aimed, is likely, are likely, believe, expect, expected to, will continue, anticipated, estimate, estimating, intend, plan, seeking to, future, objective, should, can, could, may or similar words. However, investors should note that these words are not the exclusive means of identifying forward-looking statements.

All statements regarding the Issuer’s or the Group’s expected financial position, business strategy, plans and prospects are forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Issuer’s or the Group’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

All forward-looking statements speak only as at the date of this Second Supplemental Offering Circular. Given the risks and uncertainties that may cause the Issuer’s or the Group’s actual future results, performance or achievements to be materially different than expected, expressed or implied by the forward-looking statements in this Second Supplemental Offering Circular, potential investors are advised not to place undue reliance on those statements. The Issuer makes no representation or warranty that its actual future results, performance or achievements, or that of the Group, will be as discussed in those statements. Each of the Issuer and the Guarantors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Issuer’s or the Guarantors' expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based.

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SUPPLEMENT

This Second Supplemental Offering Circular must be read in conjunction with the Original Offering Circular. To the extent that the information in the Original Offering Circular is inconsistent with this Second Supplemental Offering Circular, the terms of this Second Supplemental Offering Circular will prevail.

The websites referenced in this Second Supplemental Offering Circular are intended as guides as to where other public information relating to the Issuer and the Guarantors may be obtained free of charge. Information appearing in such websites does not form part of this Second Supplemental Offering Circular or any relevant Pricing Supplement and none of the Issuer, the Guarantors, the Arranger, the Dealers, the Trustee, the Paying Agents, the Transfer Agents or the Registrar accepts any responsibility whatsoever that any such information is accurate and/or up-to-date. Any such information should not form the basis of any investment decision by an investor to purchase or deal in the Notes.

Any decision to invest in the Notes should be based on a consideration of this Second Supplemental Offering Circular and the Original Offering Circular as a whole, including any documents incorporated by reference.

Overview of the Programme

The section headed " Notes having a maturity of less than one year " in the " Overview of the Programme " section of the Original Offering Circular shall be deleted and replaced by the following:

" Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see “ Subscription and Sale ”.

The minimum specified denomination of each Note to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under Regulation (EU) 2017/1129 shall be €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes)."

Investment Considerations

The section headed " Insolvency laws of Australia " in the " Investment Considerations " section of the Original Offering Circular shall be deleted and replaced by the following:

" Insolvency laws of Australia

Because the members of the Group are incorporated under the laws of Australia, an insolvency proceeding relating to a member or members of the Group, would likely involve Australian insolvency laws, the procedural and substantive provisions of which may differ from comparable provisions of bankruptcy law or the insolvency laws of other jurisdictions with which the Holders of the Notes may be familiar."

The section headed " Risks relating to Notes linked to "benchmark" rate or index " in the " Investment Considerations " section of the Original Offering Circular shall be deleted and replaced by the following:

" Notes linked to “benchmarks” (including Floating Rate Notes)

The Programme allows for the issuance of Notes that reference certain interest rates or other types of rates or indices which are deemed to be “benchmarks”, including the London Interbank Offered Rate ( LIBOR ) and the Euro Interbank Offered Rate ( EURIBOR ), in particular with respect to certain floating rate Notes where the reference rate may be LIBOR, EURIBOR or another such benchmark. The Pricing Supplement for Notes will specify whether LIBOR, EURIBOR or another such benchmark is applicable.

Benchmarks are the subject of ongoing national and international regulatory reform. Following the implementation of any such potential reforms, the manner of administration of benchmarks may change, with the result that they may

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perform differently than in the past, or benchmarks could be eliminated entirely, or there could be other consequences which cannot be predicted. For example, the UK Financial Conduct Authority has announced that after 2021 it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark and that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021 by the UK Financial Conduct Authority.

The Terms and Conditions of the Notes and the Agency Agreement contain fallback provisions in the event that LIBOR or EURIBOR rates are not available, however the potential elimination of the LIBOR benchmark or any other benchmark, or changes in the manner in which the LIBOR benchmark or any other benchmark is administered, could result in discrepancies in the rates calculated according to the Terms and Conditions of the Notes and the Agency Agreement and those based on any substitute or alternate benchmark that has become the market standard by or after 2021. Any such consequence could have a material adverse effect on the value and marketability of, and return on, any Notes linked to any such benchmark."

Applicable Pricing Supplement

1. The legend headed " Prohibition of Sales to EEA Retail Investors " in the " Applicable Pricing Supplement " section of the Original Offering Circular shall be deleted and replaced by the following:

" PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ( EEA ). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation ) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation."

1. The following legend shall be inserted in the " Applicable Pricing Supplement " section of the Original Offering Circular immediately after the legend headed " Prohibition of Sales to EEA Retail Investors ":

" NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE – In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the SFA ) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018 ), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are (i) 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and (ii) 'Excluded Investment Products' (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.)"

Recent Developments

Since August 2018, there has been a weakening in investor demand for retail property funds globally. Compounded by a crowded divestment market, this has also meant that investors are seeking opportunistic pricing for retail property in Australia. Consequently, the Group has announced two key updates to its strategic initiatives:

• in August 2019, the Group announced that it will not proceed with the planned Vicinity Keppel Australia Retail Fund ( VKF ), which had been previously announced in August 2018. The Group had planned to establish a 50:50 joint venture with Keppel Capital Ventures Pte Ltd to manage the new wholesale property fund, which was to be seeded with up to A$1.0 billion of Vicinity’s non-core assets; and

• on its divestment program, the Group divested 12 assets for approximately A$670 million at a 3.9% discount to book value in the 12-month period ended 30 June 2019 and now has interest in 62 assets valued at approximately A$15.8 billion. The Group does not intend to make any further material divestments of assets as at the date of this Second Supplemental Offering Circular.

The Group intends to continue maximising the value of its assets (including assets originally targeted for VKF and

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divestment) through enhancing the retail mix, leveraging ancillary income opportunities, driving operational efficiencies and making targeted investment into these assets.

Since the release of the Group's 2018 annual financial results on 15 August 2018, the Group has acquired 111 million of its ASX-listed securities (each comprising one unit in Vicinity Centres Trust and one ordinary share in Vicinity Limited) at a 12.6% discount to the value of the net tangible assets per security as at 30 June 2019. The Group intends to fund its securities buy-back programme with proceeds from the sale of its assets; therefore, the future buying back of its securities under the current programme is not expected to be material in the absence of future asset divestments.

Description of the Group

The section headed " Board of Directors and Executive Committee " in the " Description of the Group " section of the Original Offering Circular shall be deleted and replaced by the following:

" Board of Directors and Executive Committee

Board of Directors

Peter Hay (LLB, FAICD) – Acting Chairman, Independent Non-executive Director

Appointed June 2015

Background and Experience

Peter Hay has a strong background and breadth of experience in business, corporate governance, finance and investment banking advisory work, with a particular expertise in relation to mergers and acquisitions. Mr Hay was a partner of the legal firm Freehills until 2005, where he served as Chief Executive Officer from 2000. Mr Hay has also had significant involvement in advising governments and government-owned enterprises.

Mr Hay is Chairman of the Nominations Committee.

Mr Hay will retire from the Group’s Board of Directors at the conclusion of the 2019 Annual General Meeting on 14 November 2019 ( 2019 AGM ).

Current Directorships, Executive Positions and Advisory Roles

Chairman: Newcrest Mining Limited and Australia Pacific Airports Corporation Limited. Director: Australian Institute of Company Directors. Member: AICD Corporate Governance Committee.

Past listed Directorships (last three years)

None.

Trevor Gerber (BACC, CA, SA) – Chairman-elect, Independent Non-executive Director Appointed June 2015

Background and Experience

Trevor Gerber worked for 14 years at Westfield, initially as Group Treasurer and subsequently as Director of Funds Management, responsible for Westfield Trust and Westfield America Trust. He has held directorships in various corporations since 2000, and has experience in property, funds management, hotels and tourism, infrastructure and aquaculture.

Mr Gerber is currently a member of the Audit Committee and the Remuneration and Human Resources Committee.

Mr Gerber has been elected as the Group’s Chairman effective from the conclusion of the 2019 AGM.

Current Directorships, Executive Positions and Advisory Roles

Chairman: Sydney Airport Holdings. Director: CIMIC Group Limited and Tassal Group Limited.

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Past listed Directorships (last three years) Regis Healthcare Limited.

Clive Appleton (BEC, MBA, AMP (Harvard), GradDip (Mktg), FAICD) - Non-executive Director Appointed September 2018

Background and Experience

Mr Appleton has extensive experience in property and funds management and property development, having worked for several of Australia’s leading retail property investment, management and development groups. Mr Appleton’s executive experience includes Chief Executive Officer of Gandel Retail Trust; senior executive roles with Jennings Group, where he was responsible for managing and developing its retail assets before a subsidiary was restructured to become Centro Properties Limited, where he was appointed Managing Director; Managing Director of The Gandel Group Pty Limited where he was involved in the development of A$1 billion worth of property; and Managing Director of APN Property Group, where he was instrumental in its initial public offering and responsible for managing its private funds division.

Current Directorships, Executive Positions and Advisory Roles

Chairman: Aspen Group. Deputy Chairman: The Gandel Group Pty Limited. Director: APN Property Group Limited, Perth Airport Pty Ltd and Perth Airport Development Group Pty Ltd.

Past listed Directorships (last three years) None.

– Grant Kelley (LLB, MSC IR and MBA) CEO and Managing Director

Appointed January 2018

Background and Experience

Grant Kelley joined Vicinity Centres in 2018 and has over 25 years of global experience in real estate investment, corporate strategy, funds management and private equity.

Previously, Mr Kelley was CEO at City Developments Limited, a Singapore-based global real estate company with operations in over 20 countries. Prior to this, Mr Kelley was the Co-Head of Asia Pacific for Apollo Global Management ( Apollo ), and also led Apollo's real estate investment activities in the region. In 2008, Mr Kelley founded Holdfast Capital Limited, an Asian-based real estate investment firm, which was acquired by Apollo in 2010. From 2004 to 2008, Mr Kelley was the CEO of Colony Capital Asia where he guided acquisition and asset management activities in Asia. From 2002 to 2004, he was based in New York, where he was a Principal at Colony with responsibility for the identification of US and European investment opportunities.

Mr Kelley commenced his career in 1989 at Booz Allen & Hamilton, advising CEOs of major listed companies in the financial services, natural resources and healthcare industries.

Mr Kelley holds a Bachelor of Laws degree from the University of Adelaide, a Masters in Economic Sciences from the London School of Economics, and an MBA from the Harvard Business School.

Current Directorships, Executive Positions and Advisory Roles

Chairman: Holdfast Assets and Adelaide Basketball. Director: Shopping Centre Council of Australia. Governor: Pulteney Grammar School – Board of Governors Council Member: Asia Society Policy Institute.

Past listed Directorships (last three years)

None.

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David Thurin AM, Dr (MBBS, DIP RACOG, FRACGP, MS in Management) - Non-executive Director Appointed June 2015

Background and Experience

Dr David Thurin has had extensive experience in the property industry that includes senior roles within The Gandel Group and associated companies, including being the Joint Managing Director. Dr Thurin was a Director of The Gandel Group at the time of the merger between Gandel Retail Trust and Colonial First State Retail Property Trust in 2002. Dr Thurin is the Managing Director and founder of Tigcorp Pty Ltd, which has property interests in retirement villages and land subdivision. He has a background in medicine, having been in private practice for over a decade, and was a prior President of the International Diabetes Institute. Dr Thurin was made a Member of the Order of Australia (AM) for his significant service to sporting organisations and to community health.

Dr Thurin is a member of the Risk and Compliance Committee and the Nominations Committee.

Current Directorships, Executive Positions and Advisory Roles

Chairman and Chief Executive Officer: Tigcorp Pty Ltd Director: Melbourne Football Club and Baker Heart and Diabetes Institute. Member: World Presidents’ Organisation and Australian Institute of Company Directors.

Past listed Directorships (last three years)

None.

Janette Kendall (BBUS Marketing, FAICD) - Independent Non-executive Director

Appointed December 2017

Background and Experience

Janette Kendall has significant expertise in strategic planning, digital innovation, marketing, operations and leadership across a number of industry sectors including digital and technology, marketing and communications, media, retail, fast-moving consumer goods, hospitality, gaming, property and manufacturing. Ms Kendall’s executive experience, both in Australia and China, includes: Senior Vice President of Marketing at Galaxy Entertainment Group, China, Executive General Manager of Marketing at Crown Resorts, General Manager and Divisional Manager roles at Pacific Brands, Executive Director at Singleton Ogilvy & Mather, CEO of emitch Limited, and Executive Director of Clemenger BBDO.

Ms Kendall is a member of the Remuneration and Human Resources Committee and the Nominations Committee.

Current Directorships, Executive Positions and Advisory Roles

Director: Costa Group, Wellcom Worldwide, KM Property Funds and Melbourne Theatre Company.

Past listed Directorships (last three years) Nine Entertainment Co Holdings Ltd.

Karen Penrose (BComm (UNSW), CPA, GAICD) - Independent Non-executive Director Appointed June 2015

Background and Experience

Karen Penrose has a strong background and experience in business, finance and investment banking, in both the banking and corporate sectors. Ms Penrose is a full-time non-executive director. Her prior executive career includes 20 years with Commonwealth Bank and The Hongkong and Shanghai Banking Corporation and eight years as a Chief Financial Officer and Chief Operating Officer with two ASX listed companies. Ms Penrose served Chief Executive Women ( CEW ) for six years as a member of CEW’s Council and continues as a member of the advisory panel for CEW’s Leaders Program.

Ms Penrose is Chairman of the Audit Committee and a member of the Risk and Compliance Committee.

• 10 -

Current Directorships, Executive Positions and Advisory Roles

Director: Spark Infrastructure Group, Bank of Queensland Limited, Estia Health Limited and Marshall Investments Pty Limited.

Member: MIPS Group Investment Committee.

Past listed Directorships (last three years)

AWE Limited and Future Generation Global Investment Company Limited (pro bono role).

Peter Kahan (BCOMM, BACC, CA, MAICD) – Independent Non-executive Director

Appointed June 2015

Background and Experience

Peter Kahan has had a long career in property funds management, with prior roles including Executive Deputy Chairman, Chief Executive Officer and Finance Director of The Gandel Group. Mr Kahan was the Finance Director of The Gandel Group at the time of the merger between Gandel Retail Trust and Colonial First State Retail Property Trust in 2002. Prior to joining The Gandel Group in 1994, Mr Kahan worked as a chartered accountant and held several senior financial roles across a variety of industry sectors.

Mr Kahan is Chairman of the Remuneration and Human Resources Committee and a member of the Audit Committee.

Current Directorships, Executive Positions and Advisory Roles

Director: Dexus Wholesale Property Limited

Past listed Directorships (last three years)

Charter Hall Group.

Tim Hammon (BCom, LLB) - Independent Non-executive Director

Appointed December 2011

Background and Experience

Tim Hammon has extensive wealth management, property services and legal experience. He is currently Chairman of The Pacific Group of Companies Advisory Board and a Director of EQT Holdings Limited. Mr Hammon was previously Chief Executive Officer of Mutual Trust Pty Limited and worked for Coles Myer Ltd in a range of roles including Chief Officer, Corporate and Property Services with responsibility for property development and leasing and corporate strategy. He was also Managing Partner of various offices of Mallesons Stephen Jaques.

Mr Hammon is the Chairman of the Risk and Compliance Committee and a member of the Remuneration and Human Resources Committee and the Nominations Committee.

Current Directorships, Executive Positions and Advisory Roles

Chairman: The Pacific Group of Companies Advisory Board Director: EQT Holdings Limited

Past listed Directorships (last three years)

None.

Wai Tang (BAppSc, MBA, FAICD) - Independent Non-executive Director

Appointed May 2014

Background and Experience

Wai Tang has extensive retail industry experience and knowledge gained through senior executive and board roles. Her former senior executive roles included Operations Director for Just Group and Chief Executive Officer of the Just Group sleepwear business, Peter Alexander. Prior to joining Just Group, she was General Manager of Business Development for Pacific Brands. She was also the co-founder of the Happy Lab retail confectionery concept.

• 11 -

Ms Tang is a member of the Audit Committee and the Risk and Compliance Committee.

Current Directorships, Executive Positions and Advisory Roles

Director: JB Hi-Fi Limited, Metcash Limited, Visit Victoria and the Melbourne International Arts Festival. Council Member: Monash Art Gallery

Past listed Directorships (last three years)

Ovato Limited.

Executive Committee

The Group’s executive committee comprises:

Grant Kelley (CEO and Managing Director) Carolyn Reynolds (General Counsel) Carolyn Viney (Chief Development Officer) David Marcun (Director Financial Operations) Justin Mills (Chief Strategy Officer) Nicholas Schiffer (Chief Financial Officer) Ian Padgham (Acting Chief Information Officer) Peter Huddle (Chief Operating Officer) Tanya Southey[1] (Chief People and Culture Officer)

Taxation

The second paragraph of the section headed " Australian Interest Withholding Tax – Non-Australian Holders – Permitted capacities for associates " in the " Taxation " section of the Original Offering Circular shall be deleted and replaced by the following:

"Section 128FA(4) of the Australian Tax Act permits payments of interest to an associate of the Issuer as an Australian Holder or in the capacity of a clearing house, paying agent, custodian, funds manager, or responsible entity of a registered managed investment scheme (for the purposes of the Corporations Act)."

The section headed " Foreign Account Tax Compliance Act " in the " Taxation " section of the Original Offering Circular shall be deleted and replaced by the following:

" Foreign Account Tax Compliance Act (“FATCA”)

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a “foreign financial institution” may be required to withhold on certain payments it makes ( foreign passthru payments ) to persons that fail to meet certain certification, reporting, or related requirements. The Issuer may be a foreign financial institution for these purposes. A number of jurisdictions (including Australia) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA ( IGAs ), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the date on which final regulations defining “foreign passthru payments” are published in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Noteholders should consult their own tax advisors regarding how these rules may apply to their investment in the Notes."

1 Ms Tanya Southey has been appointed as Chief People and Culture Officer and will commence employment in October 2019.

• 12 -

Subscription and Sale

1. The section headed " Prohibition of Sales to EEA Retail Investors " in the " Subscription and Sale " section of the Original Offering Circular shall be deleted and replaced by the following:

" Prohibition of Sales to EEA Retail Investors

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Pricing Supplement in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following:

• (a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or

• (b) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

• The section headed " Singapore " in the " Subscription and Sale " section of the Original Offering Circular shall be deleted and replaced by the following:

" Singapore

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA pursuant to Section 274 of the Securities and Futures Act, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA )) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

'securities' or 'securities-based derivative contracts' (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

• (i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

• (ii) where no consideration is or will be given for the transfer;

• (iii) where the transfer is by operation of law;

• 13 -

• (iv) as specified in Section 276(7) of the SFA; or

• (v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018."

• 14 -

ISSUER

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) Chadstone Shopping Centre 1341 Dandenong Road Chadstone Victoria 3148 Australia

INITIAL GUARANTORS

Vicinity Limited (ACN 114 757 783)

Chadstone Shopping Centre 1341 Dandenong Road Chadstone Victoria 3148 Australia

Vicinity Funds RE Ltd (ACN 084 098 180) as trustee of Vicinity NVN Trust (ABN 43 813 342 348)

Chadstone Shopping Centre 1341 Dandenong Road Chadstone Victoria 3148 Australia

TRUSTEE

The Bank of New York Mellon, London Branch

One Canada Square London E14 5AL United Kingdom

PRINCIPAL PAYING AGENT

The Bank of New York Mellon, London Branch

One Canada Square London E14 5AL United Kingdom

REGISTRAR AND TRANSFER AGENT

The Bank of New York Mellon SA/NV, Luxembourg Branch

Vertigo Building-Polaris 2-4 rue Eugène Ruppert L-2453 Luxembourg

LEGAL ADVISERS

To the Issuer and the Guarantors as to English law

To the Issuer and the Guarantors as to Australian law

Hogan Lovells Lee & Lee Herbert Smith Freehills 50 Collyer Quay 101 Collins Street #10-01 OUE Bayfront Melbourne Vic 3000 Singapore 049321 Australia

To the Arranger and Dealers as to English law

Linklaters Singapore Pte. Ltd.

One George Street #17-01 Singapore 049145

To the Arranger and Dealers as to Australian law

Allens

Level 37 101 Collins Street Melbourne VIC 3000 Australia

To the Trustee as to English law

Linklaters

10[th] Floor, Alexandra House 18 Chater Road Hong Kong

To the Issuer and the Guarantors as to Australian tax law

Greenwoods & Herbert Smith Freehills

101 Collins Street Melbourne VIC 3000 Australia

INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young

8 Exhibition Street Melbourne VIC 3000 Australia