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 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 supplemental offering circular. In accessing the 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 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 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 supplemental offering circular is being sent at your request and by accepting the e-mail and by accessing this 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 supplemental offering circular by electronic transmission.

You are reminded that this supplemental offering circular has been delivered to you on the basis that you are a person into whose possession this 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 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 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 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.

SUPPLEMENTAL OFFERING CIRCULAR to the Offering Circular dated 7 March 2018

==> picture [77 x 83] intentionally omitted <==

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 Supplemental Offering Circular is supplemental to, and should be read in conjunction with, the Offering Circular dated 7 March 2018 relating to Vicinity Centres RE Ltd's €2,000,000,000 Euro Medium Term Note Programme (the Original Offering Circular and, together with this 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 Supplemental Offering Circular, terms defined or otherwise attributed meanings in the Original Offering Circular have the same meaning when used in this 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 Supplemental Offering Circular. To the extent that the Original Offering Circular is inconsistent with this Supplemental Offering Circular, the terms of this 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.

The date of this Supplemental Offering Circular is 21 August 2018.

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 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 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. The 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 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 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 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 Supplemental Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this 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 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 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 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 Supplemental Offering Circular or any such statement. Advisers named in this 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 Supplemental Offering Circular and do not make, and should not be taken to have verified, any statement or information in this Supplemental Offering Circular unless expressly stated otherwise.

The information set out in those sections of the 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 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 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 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 Supplemental Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. This 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 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 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 Supplemental Offering Circular when deciding whether or not to purchase any Notes.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – 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 (each a Manufacturer and together, the Manufacturers) 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. Where there is a Manufacturer in respect of any Notes, the applicable Pricing Supplement in respect of those Notes will 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.

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 2002/92/EC (as amended, the Insurance Mediation 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.

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 Supplemental Offering Circular. Any representation to the contrary is a criminal offence in the United States.

This 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 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 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 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 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 Supplemental Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Supplemental Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this 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.

This 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 ”.

This 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 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.

FORWARD LOOKING STATEMENTS

All statements contained in this 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 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 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 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.

SUPPLEMENT

This Supplemental Offering Circular must be read in conjunction with the Original Offering Circular dated 7 March 2018. To the extent that the information in the Original Offering Circular is inconsistent with this Supplemental Offering Circular, the terms of this Supplemental Offering Circular will prevail.

The websites referenced in this 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 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 Supplemental Offering Circular and the Original Offering Circular as a whole, including any documents incorporated by reference.

Recent Developments

Since 7 March 2018, the date of the Original Offering Circular, the Group has announced the following three major transformational strategic initiatives. No additional actions, news or negative events have taken place which are material in the context of the Programme or the Notes.

• In June 2018, the Group announced the planned divestiture of up to A$1.0 billion of non-core sub regional and neighbourhood shopping centres, with sale proceeds to be reinvested into value-accretive development opportunities. This continues the Group's focus on ongoing portfolio enhancement and delivering superior income and sustainable long-term capital growth for holders of the Group's stapled securities. Following an extensive review of the Group’s portfolio, the Group determined that it needs to focus resources on creating destinations that provide market-leading shopping, dining and entertainment experiences to customers. Accordingly, the Group is divesting up to A$1.0 billion of non-core assets to fund the acceleration of this strategy. The proceeds from the divestments will be reinvested into transformative developments, including The Glen and Box Hill Central in Melbourne; Galleria in Perth; Chatswood Chase and Bankstown Central in Sydney; and additional value-accretive development opportunities. These investments will continue the Group's strong track record of value creation since the merger of Federation Centres and Novion Property Group and drive further net tangible asset growth.

• In August 2018, the Group announced it had entered into a memorandum of understating ( MOU ) with Keppel Capital Ventures Pte Ltd, a wholly-owned subsidiary of Keppel Capital Holdings Pte Ltd ( Keppel Capital ), to establish a 50:50 joint venture to manage Vicinity Keppel Australia Retail Fund ( VKF ), a new wholesale property fund. VKF is targeting to initially invest in approximately A$1 billion of retail assets currently owned by the Group. The MOU is subject to due diligence, definitive documentation and final board approvals of both parties. The Group will continue to provide property and development services for the shopping centres in VKF. The launch of VKF is the next step in the Group's strategy to deliver superior income and sustainable long-term capital growth for holders of the Group's stapled securities by focusing its directly owned portfolio on destination assets that provide market-leading shopping, dining and entertainment experiences to customers. Including the planned divestment of up to A$1 billion of non-core assets which the Group announced in June 2018, and following the establishment of VKF, the Group will have sold approximately A$2 billion of assets in addition to the A$2 billion of assets sold since the merger of Federation Centres and Novion Property Group was completed in 2015. Keppel Capital has assets under management of approximately S$29 billion as at December 2017 and is a subsidiary of Keppel Corporation Limited, a multibusiness company listed on the Singapore Stock Exchange with a market capitalisation of approximately S$13 billion as at June 2018.

• In early 2018, the Group flagged that it had identified the potential to unlock significant value through mixeduse developments across the portfolio. Over the past few months, following an early stage assessment, the Group has identified 12 significant mixed-use projects and potential value upside of approximately A$1.0 billion for the Group from mixed-use opportunities. Additional uses identified are primarily residential, to be undertaken using a capital-light approach, office and hotel. Although it will take time to realise these mixed-

use opportunities across the portfolio, the value they can create for the Group is substantial and not reflected in current valuations.

The divestment program and establishment of the proposed wholesale fund will complete the Group’s planned capital recycling program. The Group's focus on capital allocation will see the proceeds from these transactions invested in opportunities that provide the Group with the best risk-adjusted returns. Investment in the Group's retail development pipeline and, potentially, a stapled securities buy-back will drive stronger FFO per stapled security and net tangible asset growth.

Further information in respect of these three strategic initiatives can be found in Vicinity Centres’ announcements and releases on the Australian Securities Exchange (www.asx.com.au).

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