VICINITY CENTRES TRUST - Capital/Financing Update 2019

FINAL COPY

OFFERING CIRCULAR

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)

Under this €2,000,000,000 Euro Medium Term Note Programme (the Programme ), Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) (the Issuer ), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the Notes ) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).

The payment of all amounts in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed (as defined below) will be unconditionally and irrevocably 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) (the Initial Guarantors ) pursuant to a deed poll guarantee and indemnity entered into by the Initial Guarantors on 9 March 2016 (the Guarantee ) subject to, and in accordance with, the terms of the Guarantee. The Guarantee contains provisions pursuant to which (i) additional entities may be added as guarantors and (ii) such additional entities may be released as guarantors from time to time. The Initial Guarantors and the entities added as guarantors, to the extent they have not been released as guarantors, in accordance with the terms of the Guarantee, are together referred to as the Guarantors . For the form of, and certain risks relating to, the Guarantee, see “Form of the Guarantee” and “Investment Considerations – Factors Relating to the Guarantee”.

Notes will be direct, unconditional, unsubordinated and unsecured obligations of the Issuer ranking pari passu amongst themselves and (save for certain obligations required to be preferred by law) will rank equally with the Issuer's existing and future unsecured and unsubordinated obligations. The Guarantee will constitute the direct, unconditional, unsubordinated and unsecured obligations of each Guarantor and (save for certain obligations required to be preferred by law) will rank equally with each Guarantor's existing and future unsecured and unsubordinated obligations.

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, and save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).

The Notes may be issued on a continuing basis to one or more Dealers appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers ), which appointment may be for a specific issue or on an on-going basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “ Investment Considerations ”.

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 the application to the SGX-ST for the listing of the Notes 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 Programme or the Notes.

Each Series (as defined in “ Form of the Notes ”) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a Temporary Global Note ) or a permanent global note in bearer form (each a Permanent Global Note ). Notes in registered form will initially be represented by a global note in registered form (each a Registered Global Note and together with any Temporary Global Notes and Permanent Global Notes, the Global Notes and each a Global Note ). Global Notes may be deposited on the issue date with a common depositary for Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking S.A. ( Clearstream, Luxembourg ). Global Notes may also be deposited with such other clearing system as may be agreed between the Issuer and the relevant Dealer.

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, in certain circumstances, to, or for the account or benefit of, U.S. persons) 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 ” 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 ”.

The Issuer may agree with any Dealer, the Trustee (as defined in the " Terms and Conditions of the Notes ") and the Principal Paying Agent (as defined in the " Terms and Conditions of the Notes ") that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Notes issued under the Programme may be rated or unrated. Where an issue of a certain series of Notes is rated, such rating will be specified in the applicable Pricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 (Cth) and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive the relevant document and anyone who receives the relevant document must not distribute it to any person who is not entitled to receive it.

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 EU only in the Approved Jurisdiction(s) (as specified in the applicable Pricing Supplement) and will not be conducted in any other EU 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 EU 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.

Arranger and Dealer

	BNP PARIBAS
	Dealers
ANZ	BOFA MERRILL LYNCH	CITIGROUP
COMMONWEALTH BANK OF	HSBC	J.P. MORGAN
AUSTRALIA
NATIONAL AUSTRALIA BANK	SCOTIABANK	WESTPAC BANKING
LIMITED		CORPORATION

The date of this Offering Circular is 7 March 2018.

The Issuer and the Guarantors having made all reasonable enquiries, confirm that (i) this 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 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 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 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 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 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 Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this 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 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 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 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 Offering Circular or any such statement. Advisers named in this 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 Offering Circular and do not make, and should not be taken to have verified, any statement or information in this 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 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 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 Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. This 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 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 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 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

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

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

This 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 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 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. Cooling-off rights do not apply to the acquisition of the Notes.

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PRESENTATION OF INFORMATION

In this Offering Circular, references to:

Accounting Standards mean, at any time, the generally accepted accounting principles and practices applying by law or otherwise generally accepted in Australia at that time, consistently applied;
a Consolidated Entity mean, in respect of an Entity, each other Entity which it is required under Accounting Standards to be included in its consolidated financial reports (as defined in the Corporations Act), but excluding any non-wholly owned Wholesale Fund (and, for the avoidance of doubt, excluding any entity which acts as trustee, responsible entity, manager or custodian of any such Wholesale Fund, but only in its capacity as such);
an Entity mean any person, firm, company, corporation, government, state, agency, association, trust, managed investment scheme or partnership, whether or not having separate legal personality;
the Group refers to Vicinity Limited (ACN 114 757 783) and Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) and each of their respective Subsidiaries;
a Subsidiary refer to, in respect of an Entity ( First Entity ), each other Entity that is a Consolidated Entity of the First Entity;
Wholesale Fund means the wholesale and retail property funds and mandates managed by a member of the Group;
U.S. dollars , USD and U.S.$ refer to United States dollars;
Euro, euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended;
Sterling and £ refer to pounds sterling;
Singapore dollars and S$ refer to the legal currency of Singapore;
Australian dollars and A$ refer to the legal currency of Australia;
New Zealand dollars and NZ$ refer to the legal currency of New Zealand;
Japanese yen refer to the legal currency of Japan; and
Swiss Francs refer to the legal currency of Switzerland.
Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

The websites referenced in this 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 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.

This Offering Circular contains non-Australian Accounting Standards / non-International Financial Reporting Standards financial measures that are not required by, or presented in accordance with Australian Accounting Standards or International Finance Reporting Standards. For example, references to EBITDA,

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gearing and net property income are contained in this Offering Circular to provide additional information about the Group's operating performance, debt service capability and liquidity and profitability. However, none of EBITDA, gearing or net property income are measures of operating performance, debt service capability and liquidity or profitability under Australian Accounting Standards or International Financial Reporting Standards. The method of calculating these, or equivalent, accounting measures may vary between companies. Accordingly, such measures may not be comparable to similarly titled measures reported by other companies and investors should not place undue reliance upon them.

Rounding adjustments have been made in calculating some of the financial information included in this Offering Circular. As a result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them.

Where financial information is presented in the section titled " Description of the Group ", such financial information presented is as at 31 December 2017 unless otherwise specified therein.

FORWARD LOOKING STATEMENTS

All statements contained in this 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 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 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 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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DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be incorporated in, and form part of, this Offering Circular:

(a) the audited financial reports of the Group for the financial years ended 30 June 2016 and 30 June 2017 and the audit report prepared in connection therewith;
(b) the interim financial reports of the Group for the six months ended 31 December 2016 and 31 December 2017 and the review report prepared in connection therewith;
(c) the most recently prepared audited financial report of the Group since the date of this Offering Circular and, if prepared later, the most recently prepared interim financial report of the Group in each case with any independent audit and review reports prepared in connection therewith; and
(d) all supplements or amendments to this Offering Circular circulated by the Issuer from time to time,

save that any statement contained herein or in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained in any such subsequent document which is incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular.

Any published unaudited interim financial reports of the Group which are, from time to time, deemed to be incorporated by reference in this Offering Circular will not have been audited by the auditors of the Group. Accordingly, there can be no assurance that, had an audit been conducted in respect of such financial reports, the information presented therein would not have been materially different, and investors should not place undue reliance upon such unaudited financial reports (see " Investment Considerations – Interim Financial Reports will be unaudited ").

The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer at its office set out at the end of this Offering Circular. In addition, such documents will be available free of charge from the registered office of the Issuer which is set out at the end of this Offering Circular. A Pricing Supplement relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer or the Principal Paying Agent as to its holding of Notes and its identity.

If the terms of the Programme are modified or amended in a manner which would make this Offering Circular inaccurate or misleading, a new offering circular or a supplement to the Offering Circular will be prepared.

The Issuer and the Guarantors will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Offering Circular which is capable of affecting the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes.

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SECTION PAGE

Documents Incorporated by Reference.......................................................................................................... vii Overview of the Programme ............................................................................................................................ 1 Investment Considerations............................................................................................................................... 8 Form of the Notes .......................................................................................................................................... 27 Form of the Guarantee ................................................................................................................................... 30 Applicable Pricing Supplement ..................................................................................................................... 52 Terms and Conditions of the Notes ............................................................................................................... 64 Use of Proceeds ............................................................................................................................................. 98 Summary Financial Information of the Group............................................................................................... 99 Description of the Issuer .............................................................................................................................. 102 Description of the Group ............................................................................................................................. 103 Taxation ....................................................................................................................................................... 117 Subscription and Sale .................................................................................................................................. 123 General Information..................................................................................................................................... 129

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must be brought to an end after a limited period. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. Stabilising activities are not permitted in Australia.

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OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Pricing Supplement. The Issuer, the Guarantors and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, if appropriate, a supplement to the Offering Circular or a new Offering Circular will be published.

Words and expressions defined in “ Form of the Notes ” and “ Terms and Conditions of the Notes ” shall have the same meanings in this Overview.

Issuer:	Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity
	of Vicinity Centres Trust (ARSN 104 931 928).
Guarantors:	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), subject to additional guarantors being appointed and
	guarantors being released pursuant to the Guarantee. For the form
	of, and certain risks relating to, the Guarantee, see “Form of the
	Guarantee” and “Investment Considerations – Factors Relating to
	the Guarantee”.
Investment Considerations:	There are certain factors that may affect the Issuer’s ability to fulfil
	its obligations under Notes issued under the Programme. These are
	set out under “Investment Considerations” below. There are also
	certain factors that relate to the Guarantee. These are also set out
	under “Investment Considerations” below. In addition, there are
	certain factors which are material for the purpose of assessing the
	market risks associated with Notes issued under the Programme.
	These are set out under “Investment Considerations” and include
	risks relating to the structure of particular Series of Notes and
	certain market risks.
Description:	Euro Medium Term Note Programme.
Arranger:	BNP Paribas.
Dealers:	BNP Paribas, Australia and New Zealand Banking Group Limited,
	Citigroup Global Markets Limited, Commonwealth Bank of
	Australia, HSBC Bank plc, J.P. Morgan Securities plc, Merrill
	Lynch International, National Australia Bank Limited (ABN 12
	004 044 937), Scotiabank Europe plc and Westpac Banking
	Corporation and any Dealers appointed in accordance with the
	Programme Agreement.
Certain Restrictions:	Each issue of Notes denominated in a currency in respect of which
	particular laws, guidelines, regulations, restrictions or reporting
	requirements apply will only be issued in circumstances which
	comply with such laws, guidelines, regulations, restrictions or
	reporting requirements from time to time (see “Subscription and
	Sale”) including the following restrictions applicable at the date of
	this Offering Circular.

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

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 Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State, as amended, the Prospectus Directive ) shall be €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes).

Trustee: The Bank of New York Mellon, London Branch. Principal Paying Agent: The Bank of New York Mellon, London Branch. Registrar and Transfer Agent: The Bank of New York Mellon SA/NV, Luxembourg Branch. Programme Size: Up to €2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Guarantee:

The payment of all amounts in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by the Guarantors. The obligations of each Guarantor under the Guarantee are direct, unconditional, unsubordinated and unsecured obligations of each Guarantor and (save for certain obligations required to be preferred by law) rank equally to all existing and future unsecured and unsubordinated obligations of each Guarantor from time to time outstanding.

The Initial Guarantors will be 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). Any other member of the Group may (but is not obliged to) accede to the Guarantee as a Guarantor in accordance with the Guarantee.

A Guarantor (other than an Initial Guarantor referred to above) on its own account or in its capacity as trustee or responsible entity of a trust will cease to be a Guarantor and will have no further rights or obligations under the Guarantee if Vicinity Limited requests that such Guarantor ceases to be a Guarantor under the Guarantee and delivers a notice to the Trustee:

(a) specifying the relevant Guarantor and any trust; and
(b) if any Note is then outstanding, confirming that no Event of Default in respect of that Note subsists or will arise as a result of the Guarantor on its own account (or the Guarantor in its capacity as trustee or responsible entity of such trust) ceasing to be a Guarantor.

In addition, a Guarantor that has entered into the Guarantee as trustee or responsible entity of a trust will be released from its liability under the Guarantee (and will cease to be a party to the Guarantee) if:

(a) that Guarantor is replaced as trustee or responsible entity of that trust by a wholly-owned member of the Group;
(b) no Event of Default subsists;
(c) the replacement trustee or responsible entity assumes the rights, obligations and liabilities of that Guarantor as former trustee or responsible entity of that trust under the Guarantee; and
(d) the Issuer or a Guarantor notifies the Trustee of the change of trustee or responsible entity on or prior to the date on which that Guarantor ceases to be the trustee or responsible entity of that trust.

For the form of, and certain risks relating to, the Guarantee, see “ Form of the Guarantee ” and “ Investment Considerations – Investment Considerations Relating to the Guarantee ”.

Guarantors which provide their guarantee in their capacity as trustee or responsible entity of a trust will be entitled to have access to the assets of that trust to satisfy that liability only to the extent such Guarantors have a right to be indemnified out of the trust assets.

Distribution:

Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

Notes may be issued in series (each a Series ) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest, if any), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a Tranche ) on the same or different issue dates. The specific dates of each Tranche of the Notes (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Trance, will be identical to the terms of other Tranches of the same Series) will be set out in the applicable Pricing Supplement.

Currencies:

Maturities:

Notes may be denominated in Australian dollars, euro, Sterling, U.S. dollars, Japanese yen, Singapore dollars, Swiss Francs and, subject to any applicable legal or regulatory restrictions, any other currency agreed between the Issuer, the Trustee, the Principal Paying Agent and the relevant Dealer.

The Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum and maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified

Currency.

Issue Price:

Form of Notes:

Fixed Rate Notes:

Floating Rate Notes:

Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.

The Notes will be issued in bearer form ( Bearer Notes ) or in registered form ( Registered Notes ) as described in “ Form of the Notes ”. Bearer Notes will not be exchangeable for Registered Notes and vice versa .

Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer.

Floating Rate Notes will bear interest at a rate determined:

(a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or
(b) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or
(c) on such other basis as may be agreed between the Issuer and the relevant Dealer.

The basis on which the rate of interest is determined and the margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes.

Index Linked Notes:

Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes:

Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree.

Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer.

Dual Currency Notes:

Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree.

Partly Paid Notes:	The Issuer may issue Notes in respect of which the issue price is
	paid in separate instalments in such amounts and on such dates as
	the Issuer and the relevant Dealer may agree.
Notes redeemable in instalments:	The Issuer may issue Notes which may be redeemed in separate
	instalments in such amounts and on such dates as the Issuer and the
	relevant Dealer may agree.
Zero Coupon Notes:	Zero Coupon Notes will be offered and sold at a discount to their
	nominal amount and will not bear interest.
Redemption:	The applicable Pricing Supplement will indicate either that the
	relevant Notes cannot be redeemed prior to their stated maturity
	(other than in specified instalments, if applicable, or for taxation
	reasons or following an Event of Default) or that such Notes will be
	redeemable at the option of the Issuer and/or the Noteholders upon
	giving notice to the Noteholders or the Issuer, as the case may be,
	on a date or dates specified prior to such stated maturity and at a
	price or prices and on such other terms as may be agreed between
	the Issuer and the relevant Dealer.

Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see “ Certain Restrictions - Notes having a maturity of less than one year ” above, and save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Taxation: All payments made in respect of the Notes will be made without withholding or deduction for or on account of taxes imposed by any Tax Jurisdiction unless required by law as provided in Condition 8. In the event that any such withholding or deduction is made, the Issuer or, as the case may be, the Guarantors will, save in certain limited circumstances provided in Condition 8, be required to pay additional amounts to cover the amounts so deducted. Negative Pledge: The terms of the Notes will contain a negative pledge provision as further described in Condition 4. Cross Default: The terms of the Notes will contain a cross default provision as further described in Condition 10.1(c). Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) rank equally with all existing and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding.

Rating: Series of Notes issued under the Programme may be rated or unrated. Where a Series of Notes is rated, such rating will be

specified in the applicable Pricing Supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 (Cth) and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive the relevant document and anyone who receives the relevant document must not distribute it to any person who is not entitled to receive it.

Listing and admission to trading:

Application has been made to 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 the application to the SGX-ST for the listing of the Notes 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 Programme or the Notes. For so long as any Notes are listed on the SGX-ST and the rules of the SGX-ST so require, such Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies).

Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued.

Clearing Systems: Euroclear, Clearstream, Luxembourg and/or any other clearing system as specified in the applicable Pricing Supplement, see “ Form of the Notes ”.

Governing Law:

The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law.

The Guarantee is governed by, and shall be construed in accordance with, the laws of the State of Victoria and applicable laws of the Commonwealth of Australia.

Selling Restrictions:
There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom), Japan, Hong Kong, Singapore, Switzerland, Australia and New Zealand and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see “ Subscription and Sale ”. Marketing of the

Notes will be conducted in the EU only in the Approved Jurisdictions specified in the applicable Pricing Supplement and will not be conducted in any other EU member state.

United States Selling Restrictions:

Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as specified in the applicable Pricing Supplement.

INVESTMENT CONSIDERATIONS

In purchasing Notes, investors assume the risk that the Issuer and/or the Guarantors may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer and/or the Guarantors becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer and the Guarantors may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer’s and the Guarantors’ control. The Issuer and the Guarantors have identified in this Offering Circular a number of factors which could materially adversely affect their businesses and their ability to make payments due under the Notes. Most of these factors are contingencies which may or may not occur and neither the Issuer nor any of the Guarantors is in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the Guarantee and the market risks associated with Notes issued under the Programme are also described below.

Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated by reference herein) and reach their own views prior to making any investment decision.

GENERAL MARKET RISK

Prospective investors should be aware that the real property portfolio of the Group and the returns from Group investments will be influenced by a number of factors that are common to most listed investments. At any point in time, these may include:

the Australian and international economic outlook;
movements in the general level of prices on international and local stock markets;
changes in economic conditions including inflation, recessions and interest rates; and
changes in Australian government fiscal, monetary and regulatory policies.

PRIMARY BUSINESS RISKS

Retail property investment

Returns from an investment in retail property largely depend on rental income generated from property interests, expenses incurred in managing and maintaining those interests, and changes in the market value of such interests. The market value of properties is in part correlated to rental income, and rental income may be adversely impacted by a number of factors including:

overall market conditions in national and local economies in which the Group operates such as growth or contraction in gross domestic product, demographic changes, employment trends and consumer sentiment;
the financial position, performance and condition of tenants, in particular the major retailers and other anchor tenants;
the ability to attract new tenants where an existing tenant vacates its lease on termination or expiration or bankruptcy or insolvency;
consumer shopping trends, in particular trends around use of alternative retail options such as the internet, which may reduce the turnover of tenants, which in turn can have an impact on rental income under the terms of certain leases;

local real estate conditions such as the demand and supply of retail space; and
changes in levels of competition, including pricing or competition policies of any competing properties or retailers.

In addition, there are a number of other risks which can affect the value of properties without necessarily impacting the level of rental income, including:

a downturn in the global economy or in the property market in general;
adverse consequences of amendments to government regulations or legislation, including environmental, retail tenancy and planning controls;
supply and demand for retail property; and
interest rates and the availability of financing.

Tenant default

The majority of the Group’s earnings will be derived from rental income. The Group’s performance will depend significantly on the level of tenant default and on its ability to continue to lease space in its portfolio (including redeveloped retail assets) on market terms.

There is a possibility that tenants may default on their rental or other obligations under leases with the Group, leading to a reduction in income received. In addition, there is a risk that if the Group is not able to negotiate lease extensions with existing tenants at the end of the lease terms, or replace the leases on expiry with leases at equivalent rates, there may be a significant impact on the earnings and distributions of the Group and the value of the particular property involved. The ability of the Group to secure lease renewals or to obtain replacement tenants may be influenced by any leasing incentives granted to prospective tenants and increased competition in the sector, which in turn may increase the cost and time required to let vacant space.

If the retail sales or profitability of stores operating in the Group’s portfolio decline significantly, tenants may be unable to pay their existing base rents or outgoings charges. Furthermore, if retail sales decline, tenants may be less willing to pay rent at previous levels and existing tenants may seek a lower rent at renewal. During times of low economic growth, the risks associated with declining retail sales increase.

Changes in consumer sentiment or shopping preferences

A significant proportion of the Group’s revenues will depend on rental income from tenants whose ability to pay rent depends on their ability to generate and maintain retail sales. Retail sales are subject to rapid and occasionally unpredictable changes in consumer sentiment or preferences.

Furthermore, consumer sentiment or shopping preferences may be impacted due to changes in economic conditions, interest rates, levels of disposable income and consumer confidence.

Changes in consumer sentiment or shopping preferences as a result of these factors may lead to a decline in rental income and financial performance of the Group.

With the increasing use of online retailing (including competition from overseas websites) and mobile technology by consumers and the shift in consumer spending from the material to the experiential, the appeal of the Group’s retail assets may decrease. Whether the Group is able to meet this challenge depends on its ability to execute its strategies effectively and continue to play a significant role in modern retailing.

Market competition

The properties owned by the Group are located in areas developed with other retail uses and many compete with other shopping centres located in their main trade area. There is potential for new competition to enter

the marketplace or changes in the composition of existing competition at any time. Accordingly, the existence of such competition and any changes in competition may have a material adverse impact on the trading performance of properties owned by the Group or the ability to secure tenants for the properties owned by the Group and consequently on rental levels. Competition with other real estate investors may also influence the Group’s ability to acquire interests in new shopping centres.

Property development

Part of the Group’s business is to identify, analyse and invest in property development projects. As such, the future growth of the Group will, in part, be dependent on it continuing to develop its properties to improve and maintain its market position with retailers and consumers. Risks associated with development activities include:

construction not being completed on time or on budget;
proposed leasing income not being achieved;
maintaining existing occupancy levels during construction and leasing new space on completion;
funding being available at pricing originally forecast during the feasibility analysis of the development;
obtaining required permits, licences or approvals and timing of receipt of such approvals;
industrial disputes affecting timing;
changes in laws and governmental regulations such as zoning;
customers lost to competitors during development phase may not return; and
in the event a proposed project does not proceed, pre-development costs may need to be written-off.

There is no guarantee that the costs incurred in carrying out the development will not exceed the value added.

Geographical concentration of the Group’s portfolio

The Group’s portfolio is 100 per cent. located in Australia. As at 31 December 2017, the Group’s Direct Portfolio (as defined in the section " Description of the Group ") had, by book value, approximately 50 per cent. exposure to Victoria and Tasmania (including 19 per cent. of the total portfolio exposure attributable to Chadstone Shopping Centre), 19 per cent. exposure to New South Wales, 12 per cent. exposure to Queensland, 14 per cent. exposure to Western Australia and five per cent. exposure to South Australia. Any decline in retail asset values or any event or occurrence which has an effect on the value of retail assets in Australia may have a material adverse effect on the business, financial condition, results of operations and/or prospects of the Group.

Decline in income

Significant expenditures associated with real estate investment, such as debt repayments, maintenance costs and taxes, are not generally reduced when circumstances cause a reduction in income from the investment. Under these circumstances, the financial performance and value of the relevant property would be adversely affected.

Co-ownership

A number of properties in the Group’s portfolio are held through joint ventures or co-ownership arrangements. In a number of these arrangements, the Group does not have exclusive control over certain aspects of these properties, including centre management, leasing and development.

The interests of the Group may not always be aligned with those of the joint venture partners or co-owners. This may lead to conflicts of interest, and difficulty reaching agreement on matters.

Co-owners may be competitors and/or have economic or other business interests or goals which are inconsistent with the Group’s business interests or goals, and may be in a position to take certain actions contrary to the Group’s objectives. Disputes between the Group and co-owners may result in litigation or arbitration that would increase expenses.

In addition, pre-emptive provisions or rights of first refusal may apply to future acquisitions, or disposals or transfers of interests in these co-owned properties. These provisions may work to the Group’s disadvantage because, amongst other things, the Group may be disadvantaged in its sale process by the need to comply with these provisions.

Unforeseen capital expenditure

There is a risk that the Group’s properties will require unforeseen capital expenditure in order to maintain them in a condition appropriate for the purposes intended, and that such capital expenditure is not fully reflected in the financial forecasts. There is a risk of an unforeseen event triggering the need for additional capital expenditure which would impact on the business, its operational performance and financial results. Such an event could include, for example, changes to safety or other building regulations.

Property damage

There is a risk that one or more of the Group’s properties may be damaged or destroyed by natural events such as earthquakes, fires or floods, or be subject to terrorism activity. The Group carries material damage, business interruption and liability insurance on its properties with policy specifications and insured limits that it believes to be customary in the industry.

Insurance and force majeure

The Group carries insurance on its properties with policy specifications and insured limits that the Group believes are customarily carried for similar properties.

Potential losses arising from events such as floods, earthquakes, terrorism or other similar catastrophic events, which may also include other force majeure events, may be either uninsurable, or, in the judgement of the Group, not insurable on a financially reasonable basis, or may not be insured at full replacement cost or may be subject to larger excesses.

In the event that there are insufficient insurance arrangements in place, the Group may be exposed to materially significant capital losses, or losses that may impact revenue generation and the overall financial performance of the Group.

Inflation

Higher than expected inflation rates generally or specific to the property sector could increase the operating costs and development costs of the property sector, including reducing retailer earnings and affecting the Group’s income, management fees and overhead expenses. A decline in the overall performance of the Group’s shopping centres due to inflation could potentially reduce the Group’s real earnings.

Inflation may also have a negative effect on the Group’s other expenses, including interest costs and general and administrative expenses. These costs could increase at a rate higher than rents.

Building regulations

As a property owner, the Group needs to be compliant with the appropriate building regulations under various federal, state and local laws that cover aspects such as safety and compliance with legislation for persons with disabilities. There may be unforeseen expenditure associated with maintaining compliance.

Compliance with applicable building regulations may also limit implementation of the Group’s development strategies or may increase the cost of the development strategies.

Environmental

As an owner of real property in Australia, the Group is exposed to a range of environmental risks and is subject to extensive regulation under environmental laws, including in respect of soil and water contamination, construction, cultural heritage and flora and fauna. For example, the Group may be liable for the cost and damages associated with soil or water contamination on, under, in or emanating from the properties in its portfolio.

In addition, there is a risk that property owned or projects undertaken by the Group from time to time may be contaminated by material harmful to human health (such as asbestos and other hazardous materials). In these situations, the Group may be required to undertake remedial works on contaminated sites and may be exposed to third party compensation claims and other environmental liabilities.

Revaluations

The Group carries its property investments on its balance sheet at fair value. At each reporting date, the board of directors of the Group will assess the carrying value of its investment property portfolio, and where the carrying value differs materially from fair value, the Group will record an adjustment to the carrying value as appropriate. These adjustments to carrying value are based on valuations as assessed by external valuers or valuations as assessed by the board of directors. Each investment property is subject to an external valuation every 12 months.

If a substantial decrease occurs in the fair value of the Group’s properties, the results of operations of the Group could be adversely affected and, as a result, the Group may have difficulty maintaining its desired leverage ratio and other financial measures. This may reduce the Group’s flexibility in planning for, or reacting to, changes in its business or industry including its ability to commence new redevelopment projects.

Liquidity

Downward market pressure on real estate prices could impact the value of the Group’s Direct Portfolio and would have a negative impact on the Group’s net tangible asset value, gearing and its ability to generate external management fee revenue.

Investments in property are relatively illiquid, and some of the Group’s properties are subject to contractual limitations on transfer. This illiquidity limits the Group’s ability to vary its portfolio promptly in response to changes in economic or other conditions.

In times of low economic growth or disruption in financial markets, there are likely to be fewer potential buyers of retail assets, and it may be difficult for potential buyers to obtain financing on acceptable terms, or at all. There is no assurance that the Group will be able to dispose of a property at the desired time or at a price in line with the Group’s book value for the property.

Property management and development services

The Group derives 6.4 per cent. of its segment income from property management and development services provided to external parties. Property management and development services fees include property and development management, leasing and tenancy administration fees.

The Group has a number of obligations and requirements it must meet under its property management and development services agreements.

The failure by the Group to meet such obligations may lead to adverse consequences in certain circumstances, including the termination of such agreements or a reduction in fees obtained under the arrangements which may have a material and adverse effect on the Group’s income from these services.

Wholesale funds

Entities within the Group currently act as the responsible entity, trustee and/or manager (as applicable) of a number of wholesale funds. Income generated through these wholesale funds comprises 1.0 per cent. of the total segment income of the Group. Investors in each of these wholesale funds have the ability to remove the relevant member of the Group as the responsible entity, trustee or manager pursuant to the Corporations Act, the specific terms of the trust deed (in the case of wholesale funds which are not registered managed investment schemes), or investment management or other management agreements (as applicable).

The removal of the relevant member of the Group in its capacity as described above by wholesale investors may have an impact on the financial performance the Group.

Reliance on AFSL and other licences

In order to provide fund management services, certain property related services, and certain other services, the Group is required to hold a number of Australian financial services licences ( AFSL ) issued by the Australian Securities and Investments Commission and other licences. If the Group fails to comply with the general obligations of an AFSL or any other relevant licence, this could result in the suspension or cancellation of the licence which enables it to operate key parts of its business. A breach or loss of licences could have a material adverse effect on the Group’s business and financial performance.

Inability of the Group to raise future funds

The real estate investment and development industry tends to be highly capital intensive. The ability of the Group to raise funds on favourable terms for future refinancing, development and acquisitions depends on a number of factors including general economic, political, capital and credit market conditions. These factors could increase the cost of funding, or reduce the availability of funding, for new projects or increase the refinancing risk of maturing debt facilities. The inability of the Group to raise funds on favourable terms for future acquisitions, developments and refinancing could adversely affect its ability to acquire or develop new properties or refinance its debt.

The Group may experience some difficulty in refinancing some or all of its debt facilities maturing over the coming years. The terms on which they are refinanced may also be less favourable than at present.

Group credit rating risk

The Group is rated by external credit rating agencies. Rating agencies, to the extent they provide a rating of the Group, will review the Group's credit rating from time to time. Any downgrade of the Group's credit rating or adverse change in credit rating outlook assigned by a credit rating agency, whether engaged by the Group or not, could adversely affect the Group's financial condition and its business operations by increasing the cost of, or limiting or preventing it from securing, additional financing for future business or liquidity needs. There can be no assurance that the credit ratings assigned to the Group will not change in the future.

Interest rate risk

The Group is subject to the risk of rising interest rates associated with borrowing on a floating rate basis. Higher interest rates could adversely affect the Group's financial condition and its business operations by increasing the cost of, or limiting or preventing it from securing, additional financing for future business or liquidity needs. The Group seeks to manage all or part of its exposure to adverse fluctuations in floating interest rates by entering into interest rate hedging arrangements, including derivative financial instruments.

Such arrangements involve risk, such as risk that counterparties may fail to honour their obligations under these arrangements, and that such arrangements may not be effective in reducing exposure to movements in interest rates. To the extent that the Group does not hedge effectively (or at all) against movements in interest

rates, such interest rate movements may adversely affect the Group's results.

Due to documentation, designation and effective requirements under Australian Accounting Standards (which are equivalent to International Financial Reporting Standards), the Group's derivative financial instruments that are used for hedging interest rate exposures may not qualify for hedge accounting. As a consequence, the Group may experience volatility in reported earnings due to changes in the mark to market valuations of its interest rate derivative financial instruments. There can be no assurance that the Group will not incur non-cash losses in future periods.

Although the Group's interest rate hedging transactions are undertaken to achieve economic outcomes in line with its treasury policy, there can be no assurance that such transactions or treasury policy will be effective.

Foreign exchange risk

The Group incurs foreign currency denominated debt from time to time. As the Group does not have operations outside Australia, and consequently does not generate foreign currency revenues, adverse movements in exchange rates could adversely affect the Group's financial condition and its business operations by increasing its debt servicing costs. The Group may manage the impact of exchange rate movements on both its earnings and balance sheet by entering into hedging transactions, including derivative financial instruments. To the extent the Group does not hedge effectively (or at all) against movements in this exchange rate, such exchange rate movements may adversely affect its earnings and/or balance sheet.

Such arrangements involve risk, such as the risk that counterparties may fail to honour their obligations under these arrangements, and that such arrangements may not be effective in reducing exposure to exchange rate movements. To the extent that the Group does not hedge effectively (or at all) against movements in exchange rates, such exchange rate movements may adversely affect the Group’s results.

Due to documentation, designation and effectiveness requirements under Australian Accounting Standards (which are equivalent to International Financial Reporting Standards), the Group’s currency derivative financial instruments used for hedging exchange rate exposure may not qualify for hedge accounting. As a consequence, the Group may experience volatility in its reported earnings due to changes in the mark to market valuations of its currency derivative financial instruments. There can be no assurance that the Group will not incur non-cash losses in future periods.

Although the Group’s exchange rate hedging transactions are undertaken to achieve economic outcomes in line with its treasury policy, there can be no assurance that such transactions or treasury policy will be effective.

Debt covenants

In common with most real estate investment trusts, the Group has certain financial covenants in its debt facilities. Factors such as tenancy defaults, falls in asset values and the inability to achieve timely asset sales at prices acceptable to the Group could lead to a breach in debt financial covenants. In such an event, the Group’s lenders may require their loans to be repaid immediately.

Other non-financial covenants may trigger a review event in some facilities and may result in debt becoming due for payment on an accelerated basis.

Impact of Group debt levels

Future debt requirements associated with planned development pipeline and overall portfolio strategies may result in higher debt levels. The material consequences of increasing gearing are as follows:

the Group will need to use a substantial portion of cash from its operating activities to pay interest on its debt;

to the extent that facilities mature and are not replaced or extended, the Group will need to fund repayment of debt out of its operating cash flow, asset disposals (see " Description of the Group - Divestments " for a description of the Group's asset divestment programme) or equity raisings;
the Group’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates may be limited because available cash flow after paying principal and interest on debt may not be sufficient to make the capital and other expenditures needed to address these changes;
adverse economic, credit or financial market or industry conditions are more likely to have a negative effect on the Group’s business because, during periods in which the Group experiences lower earnings and cash flow, it may be unable to refinance its existing debt facilities on favourable terms or at all and will be required to devote a proportionally greater amount of its cash flow to paying principal and interest on its debt;
the Group may be at a competitive disadvantage to its competitors that have relatively less debt and have more cash flow available to devote to capital expenditures and other strategic purposes;
the Group’s ability to obtain financing in the future for its development programme, working capital, capital expenditures, acquisitions or other purposes may be limited because of the restrictions contained in debt agreements;
the Group’s ability to make acquisitions and take advantage of significant business opportunities may be negatively affected if it needs to obtain the consent of its lenders to take any such action or if, because of existing debt levels, it is not able to obtain additional financing for these opportunities; and
the Group may not be able to obtain the necessary lines of credit to enable it to put in place its desired level of cover to hedge its interest rate or currency risks.

Whilst the Group has entered into co-ownership arrangements which partially reduce the level of debt funding required to complete its planned property developments, the Group still expects to draw a substantial portion of its debt to fund future property developments that require substantial capital investments prior to income being earned, which may impair the Group’s ability to service its debt. If the Group’s cash flow and capital resources are not sufficient to make principal and interest payments on its debt and fund its working capital and other business needs, which may occur as a result of industry specific or general economic conditions or other events that are beyond its control, the Group may be required to:

reduce or delay scheduled capital expenditures or forgo other business opportunities;
sell material assets or operations;
raise additional equity capital;
restructure or refinance its debt; or
undertake other protective measures.

Some of these transactions could occur at times or on terms that are disadvantageous or unfavourable to the Group. The incurrence of additional debt will increase the leverage risks discussed above.

The Group’s ability to incur indebtedness depends, in part, upon the continued compliance with certain financial covenants contained in the agreements governing its indebtedness. The amount of indebtedness that can be incurred will vary as a result of changes in the Group’s earnings and cash flows and the value of its assets.

Debt repayment requirements

The Group’s ability to pay the principal and interest on its debt depends on the future performance of its business which, to a certain extent, is subject to general economic, financial, competitive, legislative,

regulatory and other factors, many of which are beyond its control. It is anticipated that the Group’s future financial results will be subject to fluctuations. The Group’s business may not generate sufficient cash flow from operations to enable it to satisfy its debt and other obligations.

In addition, the Group may not have sufficient future financing facilities to enable it to repay its debt, including the Notes and amounts outstanding under its financing arrangements, or to fund other liquidity needs. If the Group is unable to meet its debt service obligations or fund other liquidity needs, it may attempt to restructure or refinance its debt or seek additional equity capital (including hybrid equity capital or other forms of capital) or it may be required to sell assets. These financing transactions could occur at times or on terms that are disadvantageous or unfavourable to the Group. Because of the terms of its other indebtedness, the Group may not be able to restructure or refinance its debt on terms satisfactory to it.

Ranking of claims

The Notes are unsecured obligations of the Issuer and the Guarantee is an unsecured obligation of the Guarantors. The Notes will rank pari passu amongst themselves and (save for certain obligations required to be preferred by law) equally with the Issuer's existing and future unsecured and unsubordinated obligations. See " Description of the Group - Debt Facilities" for a summary the Group's debt facilities.

The terms and conditions of the Notes permit the Issuer and the Guarantors to grant security to secure certain future obligations. To the extent such security is granted, the obligations secured thereby would rank ahead of the Notes and the Guarantee. Pursuant to the terms of a guarantee dated 25 November 2013, the Issuer has guaranteed A$300,000,000 secured notes issued by Vicinity Finance Pty Ltd (ACN 152 355 489) (formerly known as Federation Centres Finance Pty Ltd) pursuant to the latter's domestic secured medium term note programme, A$150,000,000 of which is maturing in 13 December 2019 and the other A$150,000,000 in 27 May 2021. To the extent that the payment obligations of the Issuer and the Guarantors remain outstanding under such secured notes, such payment obligations will rank ahead of the Issuer's and the Guarantors' payment obligations under the Notes and the Guarantee.

Litigation

The Group may from time to time be subject to litigation and other claims or disputes in the ordinary course of its business, including public liability matters, employment matters and contractual disputes. To the extent claims exceed insurance levels or are not covered by insurance, such matters could adversely affect the Group’s financial results and its ability to comply with financial arrangements.

Regulatory issues, changes in law and Australian Accounting Standards

The Group is subject to the usual business risk that there may be changes in laws or regulations that impact rental income or operational expenditure, for example changes to retail opening hours, the ability to recover certain property expenses from tenants, changes to regulatory requirements around disability access, or changes to operating practices as a result of, for example, climate change legislation. In addition, the Group’s ability to take advantage of future acquisition opportunities in Australia may be limited by regulatory intervention on competition grounds. The Group is also subject to the usual risk around changes in accounting standards that may change the basis upon which the Group reports its financial results. There can be no assurance that such changes will not have a material adverse effect on the Group’s business, operational performance or financial results.

Acquisitions

The Group may choose to pursue acquisitions of interests in shopping centres and other asset classes and such acquisitions carry a number of risks relating to the assessment of the acquisition, including the purchase price and its links to value of the shopping centre, the income, the leasing profile and the strengths and weaknesses of the shopping centre proposed to be acquired. Any acquisition may be subject to financial risks, particularly if the Group chooses to debt fund the acquisition.

Taxation changes

Ongoing reform of Australia’s taxation laws give rise to uncertainty. Changes to the income tax regime currently applicable to the Group may impact returns and the ability of the Group to meet obligations under financing arrangements.

Counterparty credit risk

Counterparty credit risk is the risk of a loss being sustained by the Group as a result of payment default or non-performance by the counterparty with whom the Group has contracted. For example, purchasers may default on the settlement of purchase agreements and the resale of those properties may be at a lesser amount and the failure of a significant portion of purchasers to settle on their purchases in major development projects, could affect the timing and amount of future earnings. Further, the Group manages interest rate and currency risks associated with borrowing by entering into interest rate and currency exchange hedging arrangements, such as interest rate and currency exchange swaps. Such arrangements involve risk, such as the risk that the counterparty to such arrangement may fail to honour their obligations under such arrangement, thereby exposing the Group to the full effect of the movement in interest rates or currency exchange. To the extent that the Group does not hedge or hedge effectively against movements in interest rates or currency exchange, such interest rate or currency exchange movements may adversely affect the Group’s results or operations or its ability to comply with financing arrangements.

Cyber security

Cyber incidents, such as gaining unauthorised access to digital systems for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, can result from deliberate attacks or unintentional events. The result of these incidents could include, but are not limited to, disrupted operations, liability for stolen assets or information, increased cyber security protection costs, litigation and reputational damage adversely affecting customer or investor confidence or other adverse effects on the Group’s business.

The Group’s tenants collect, store and transmit credit card information and personal identification data of their customers in connection with the operation of their businesses. If a significant tenant or significant number of tenants were to experience a breach in their information technology security, their results of operations could be adversely impacted, which in turn could result in a substantial decrease in the revenues directly or indirectly controlled by such tenants and adversely impact the overall performance of the affected shopping centres.

Climate change

The Group’s failure to adequately respond to the impact of climate change and associated legislative requirements could result in: litigation (if reporting requirements are not met), reduced profit due to the impact of increased costs associated with energy efficiency, other costs associated with upgrading existing buildings to comply with new building codes and reduced valuations; or significant increase in insurance costs of (or the inability to insure against) extreme weather events for some or all of the Group’s shopping centres. The Group would also be adversely impacted by a loss of market share if building designs do not address community expectations or match competitor products on sustainability issues. Prolonged adverse weather conditions may result in delays in construction and marketing and possibly deferral of revenue and profit recognition.

Occupational health and safety

Work practices resulting in fatality and/or serious injury or a failure to comply with the necessary occupational health and safety regulatory requirements could result in reputational damage, fines, penalties and compensation for damages. There is also a risk associated with incidents relating to health and safety that do not result from any breach or regulatory obligations, for example, the risk of terrorist activity at an asset owned or managed by the Group.

Effective execution of the Group's strategy

The Group’s failure to deliver on or to effectively execute its stated strategy or its failure to redefine its strategy to meet changing market conditions could result in a decline in portfolio value and a loss of earnings and its ability to comply with financing arrangements.

Employees

The Group relies on senior management and key employees and the loss of the services of any such personnel may negatively affect the Group’s business. The loss of senior key staff or management personnel who have particular expertise in property development, construction and the marketing of investment properties, and the unavailability of skilled labour may influence future earnings and its ability to comply with financing arrangements.

INVESTMENT CONSIDERATIONS RELATING TO THE GUARANTEE

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.

Without limiting the above paragraph, legislation has been recently passed to amend certain aspects of Australia’s insolvency laws. Amongst other things, with effect from the day the relevant provisions are proclaimed to take effect (or otherwise from 1 July 2018, if the relevant provisions have not commenced on or before 30 June 2018) (the commencement date ), a stay will be introduced on the enforcement of rights against entities due to the occurrence or subsistence of certain events or circumstances ( Insolvency Events ). These Insolvency Events include (among others): (a) an entity publically announcing that it is proposing a compromise or arrangement under section 411 of the Corporations Act or otherwise when an application to propose a compromise or arrangement under section 411 of the Corporations Act is made and the application states that it is being made for the purpose of the entity avoiding being wound up in insolvency; (b) the appointment of a managing controller to the whole or substantially the whole of the property of an entity; and (c) an entity entering into administration. The stay also restricts the enforcement of rights or the operation of provisions in certain other circumstances where an Insolvency Event has occurred (including the enforcement of rights due to the entity’s financial position if it is subject to an Insolvency Event).

It is expected that regulations will further clarify the scope and operation of the stay (including the contracts, agreements and arrangements to be excluded from the stay). As these regulations have not been published, their terms and effect are currently uncertain.

The stay will only apply to rights arising by express provision in contracts, agreements or arrangements entered into on or after the commencement date. As such, provided the Notes and any related agreements, arrangements and contracts are entered into prior to the commencement date, it is not expected that the stay described above would apply to the enforcement of rights under or in connection with those Notes. If the Notes or any related agreements, arrangements or contracts are entered into on or after the commencement date, the stay may impact on the ability of Noteholders and the Trustee to exercise rights under or in connection with those Notes due to, or following, the events or circumstances referred to above.

Limitation of liability of trustees or responsible entities in respect of the Guarantee

Vicinity Funds RE Ltd has provided the Guarantee in its capacity as trustee (formerly as responsible entity) of Vicinity NVN Trust. Other members of the Group may, in the future, accede to the Guarantee in their capacity as trustee or responsible entity of a trust or managed investment scheme.

The obligations incurred by each such entity under the Guarantee will be incurred solely in its capacity as trustee or responsible entity of the relevant trust or managed investment scheme and in no other capacity and,

accordingly, each such entity will not be liable to pay or satisfy any obligation under the Guarantee in its personal capacity or out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme.

Rights of Group companies not guaranteeing the Notes

Not all of the current and future subsidiaries or trusts of the Group will guarantee the Notes and, in certain circumstances, Guarantors can be released. If any of these non-guaranteeing subsidiaries or trusts becomes insolvent or is otherwise wound up, the assets of that non-guaranteeing subsidiary or trust will be used first to satisfy the claims of its creditors. As a result, claims of Noteholders against the equity in such nonguaranteeing subsidiaries or trusts will be structurally subordinated to the claims of the creditors of such nonguaranteeing subsidiaries or trusts.

Release of additional Guarantors under the Guarantee

A Guarantor (other than an Initial Guarantor) will be released from liability under the Guarantee (and will cease to be a party to the Guarantee) on receipt of a notice from Vicinity Limited confirming that if any Note is then outstanding no Event of Default will arise as a result of that Guarantor ceasing to be a Guarantor.

In addition, a Guarantor that has entered into the Guarantee as trustee or responsible entity of a trust will be released from liability under the Guarantee (and will cease to be a party to the Guarantee) if:

(a) that Guarantor is replaced as trustee or responsible entity of that trust by a wholly-owned member of the Group;
(b) no Event of Default subsists;
(c) the replacement trustee or responsible entity assumes the rights, obligations and liabilities of that Guarantor as former trustee or responsible entity of that trust under the Guarantee; and
(d) the Issuer or a Guarantor notifies the Trustee of the change of trustee or responsible entity on or prior to the date on which that Guarantor ceases to be the trustee or responsible entity of that trust.

For the form of the Guarantee, see “ Form of the Guarantee ”.

Enforceability of the Guarantee

The enforceability of the Guarantee is subject to various limitations including:

(a) statutes of limitations, laws relating to administration, moratoria, bankruptcy, liquidation, insolvency, receivership, reorganisation, schemes of arrangement and similar laws affecting generally creditors’ and counterparties’ rights and specific court orders that may be made under such laws;
(b) to the extent that the Guarantee provides for or relates to a security interest or other right in property, laws relating to the enforcement or exercise of rights in relation to such security interest or rights in property;
(c) defences such as set-off, laches, forbearance, election, abatement or counterclaim, the doctrine of frustration and the doctrine of estoppel and waiver and the fact that guarantees and certain other documents and obligations may be discharged as a matter of law in certain circumstances;
(d) the fact that equitable remedies will only be granted by a court in Australia in its discretion (for example, specific performance will not normally be ordered in respect of a monetary obligation and an injunction will only be granted where it would be just to do so) and where damages are not an adequate remedy;

(e) general law and statutory duties, obligations, prohibitions and limitations affecting the enforceability of, and exercise of rights under, guarantees and related documents generally; and
(f) the Guarantee or a transaction connected with the Guarantee may be voidable at the option of a party, or may be set aside by a court on application by a party, or a party may be entitled to rescind the Guarantee and amounts paid under it may be recovered by that party:
(i) if that party entered into the Guarantee, or transaction as a result of a mistake or another party’s misrepresentation or as a result of fraud, duress or unreasonable or unconscionable conduct or misleading or deceptive conduct on the part of another party (or of a third person of which another party has actual or constructive knowledge) or as a result of a breach by another party (or of a third person of which another party has actual or constructive knowledge) of any duty owed to that party; or
(ii) if that party’s entry into the Guarantee or a transaction in connection with it constitutes an ‘insolvent transaction’ or an ‘unfair loan’ or an ‘unreasonable director-related transaction’ within the meaning of sections 588FC or 588FD or 588FDA respectively of the Corporations Act and the party is subsequently wound up.

Breach of duty

The decision to provide the Guarantee may be found to have been in breach of the duties owed by the directors of a Guarantor either in relation to the Guarantor itself or in relation to any trust or managed investment scheme of which the Guarantor acts as trustee or responsible entity. As a result, the Guarantee may become voidable.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

(a) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;
(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;
(d) understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
(e) is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other

restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Interim financial reports will be unaudited

Any interim financial reports prepared prior to the date of this Offering Circular and incorporated by reference into this Offering Circular have been reviewed, but not audited, in accordance with Australian Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Any unaudited interim financial reports of the Group which are, from time to time, incorporated by reference will not have been audited by the auditors. Potential investors should exercise caution when using any unaudited financial reports incorporated by reference in this Offering Circular to evaluate the financial condition and results of operations of the Group. Results for interim periods should not be considered indicative of results for any other period or for the full financial year. There can be no assurance that, had an audit been conducted in respect of such financial reports, the information presented therein would not have been materially different, and investors should not place undue reliance on them.

There may be uncertainty in relation to marketing under the AIFMD in the EU

Under the AIFMD and the Commission Delegated Regulation (EU) 231/2013 of 19 December 2012 and relevant guidance issued by the European Securities and Markets Authority, the marketing of an alternative investment fund (an AIF ) in an EU jurisdiction is prohibited unless certain criteria are met. It is intended that, by marketing Notes only in the Approved Jurisdictions (as specified in the applicable Pricing Supplement), there will be no requirement to comply with the AIFMD. There is, however, a risk in some EU jurisdictions that a bond issuance by an AIF could be characterised as marketing shares or units for the purposes of the AIFMD. In this case, any bond issuances could only be marketed in the EU in accordance with the marketing restrictions applicable to AIFs and any marketing not in accordance with those rules would be a breach of regulatory requirements. Such characterisation may therefore affect the liquidity of the Notes. It may also affect the regulatory treatment of the Notes for certain types of investor.

Risks related to the structure of a particular issue of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of some common such features:

Limitation of the market value of the Notes

An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

The Issuer's right to convert the interest rate

Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a

floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing market rates.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities.

Investment in certain types of Notes

The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor ). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:

(i) the market price of such Notes may be volatile;
(ii) they may receive no interest;
(iii) payment of principal or interest may occur at a different time or in a different currency than expected;
(iv) they may lose all or a substantial portion of their principal;
(v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and
(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

The historical experience of an index or other Relevant Factor should not be viewed as an indication of the future performance of such Relevant Factor during the term of any Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Notes linked to a Relevant Factor and the suitability of such Notes in light of its particular circumstances.

Notes issued on a partly paid basis

The Issuer may issue Notes where the issue price is payable in more than one instalment. Any failure by an investor to pay any subsequent instalment of the issue price in respect of his Notes could result in such investor losing all of his investment.

Notes issued with variable interest rates or structured to include a leverage factor

Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes

Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as the London Interbank Offered Rate ( LIBOR ). The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Index linked Notes

If, in the case of a particular tranche of Notes, the relevant Pricing Supplement specifies that the Notes are index-linked Notes or variable redemption amount Notes, there is a risk that the investor may lose the value of its entire investment or part of it.

Risks related to Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:

Limitation of liability of trustees or responsible entities

Vicinity Centres RE Ltd has issued the Notes in its capacity as responsible entity of Vicinity Centres Trust. The obligations incurred by Vicinity Centres RE Ltd under the Notes will be incurred solely in its capacity as trustee or responsible entity of Vicinity Centres Trust and in no other capacity and, accordingly, Vicinity Centres RE Ltd will not be liable to pay or satisfy any obligation under the Notes in its personal capacity or out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme.

Vicinity Funds RE Ltd has provided the Guarantee in its capacity as trustee of Vicinity NVN Trust. The obligations of Vicinity Funds RE Ltd in such capacity will be incurred solely in its capacity as trustee of Vicinity NVN Trust and in no other capacity and, accordingly, Vicinity Funds RE Ltd will not be liable to pay or satisfy any obligation under the Guarantee in its personal capacity or out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme.

Modification of the Terms and Conditions of the Notes and discretion of the Trustee

The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders and without regard to the interests of particular Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such, in the circumstances described in Condition 15 of the Terms and Conditions of the Notes.

Issuer's ability to modify financial covenants in the Terms and Conditions of the Notes

The Terms and Conditions of the Notes provide that the Issuer may make appropriate modifications to the financial covenant(s) (or any relevant defined term) in the Terms and Conditions of the Notes to take into account changes in Accounting Standards which the Issuer considers in good faith have a material effect on the calculation of the relevant financial covenant(s) (including any relevant defined terms) so that they have an effect as at the relevant Calculation Date which is comparable to their effect as at the relevant Issue Date, provided that substantially the same change is made to any equivalent financial covenant(s) (including any

relevant defined term) in the Principal Credit Documents (as defined in the Terms and Conditions of the Notes). The Issuer may make such modifications without the approval of the Trustee or the Noteholders.

Change in English law or administrative practice

The Terms and Conditions of the Notes will be governed by English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular and any such change could materially adversely impact the value of any Notes affected by it.

Notes may be represented by Global Notes

Notes may be represented by one or more Global Notes. Such Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg (each a Clearing System ). Except in the circumstances described in the relevant Global Note, investors will not be entitled to receive definitive Notes. The relevant Clearing System(s) will maintain records of the beneficial interests in the Global Notes.

While the Notes are represented by one or more Global Notes, investors will be able to trade their beneficial interests only through the Clearing Systems. While the Notes are represented by one or more Global Notes, the Issuer and the Guarantors will discharge their respective payment obligations under the Notes by making payments to the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of the relevant Clearing System(s) to receive payments under the relevant Notes. Neither the Issuer nor any Guarantor has any responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Denominations of Bearer Notes

In relation to any issue of Bearer Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Bearer Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination.

If such definitive Bearer Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Trustee indemnity and/or security and/or prefunding

In certain circumstances (including without limitation the giving of notice or the taking any action pursuant to Condition 10.1 or Condition 10.2), the Trustee may (at its sole discretion) request holders of the Notes to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes actions on behalf of such holders. The Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or prefunded to its satisfaction. Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or prefunding to it, in breach of the terms of the Trust Deed and in such circumstances, or where there is uncertainty or dispute as to the applicable laws or regulations, to the extent permitted by the agreements and the applicable law, it will be for the holders of the Notes to take such actions directly.

Risks related to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

Secondary market in respect of the Notes

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities.

Exchange rates and exchange controls

The Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under the Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the Investor’s Currency ) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currencyequivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

The value of Fixed Rate Notes

Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation ) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-European Union credit rating agencies, unless the relevant credit ratings are endorsed by a European Union-registered credit rating agency or the relevant non-European Union rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets Authority ( ESMA ) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list.

Risks relating to Notes linked to a "benchmark" rate or index

Regulation (EU) 2016/1011 (the Benchmark Regulation ) was published in the official journal on 29 June 2016 and will apply from 1 January 2018 (with the exception of provisions specified in Article 59 (mainly on critical benchmarks) that apply from 30 June 2016). The purpose of the Benchmark Regulation is to regulate the risk of manipulating the value of "benchmark" rates or indices, (such as LIBOR and the Eurobank

Interbank Offered Rate ( EURIBOR )) and to reduce the risk of conflicts of interests arising. It aims at improving the quality, integrity and accuracy of the input data and the transparency of the methodologies used by administrators and at improving governance and controls of both administrators' and contributors' activities.

The new regulation could have a material impact on any Notes linked to a "benchmark" rate or index, in particular, if the methodology or other terms of the "benchmark" are changed in order to comply with the terms of the Benchmark Regulation (or any such other rules), and such changes could (amongst other things) have the effect of reducing or increasing the rate or level, or affecting the volatility of the published rate or level, of the benchmark. In addition, the Benchmark Regulation stipulates that each administrator of a "benchmark" regulated thereunder must be licensed by the competent authority of the Member State where such administrator is located. It cannot be ruled out that administrators of certain "benchmarks" will fail to obtain a necessary licence, preventing them from continuing to provide such "benchmarks". Other administrators may cease the provision of certain "benchmarks" because of the additional costs of compliance with the Benchmark Regulation and other applicable regulations, and the risks associated therewith. More broadly, any of the international or national proposals for reform, or the general increased regulatory scrutiny of "benchmarks", could increase the costs and risks of administering or otherwise participating in the setting of a "benchmark" and complying with any such regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or contribute to certain "benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead to the discontinuance of certain "benchmarks".

More generally there can be no assurance that LIBOR or EURIBOR will continue to be available. In particular, the UK Finance Conduct Authority ( FCA ) 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 FCA.

The Terms and Conditions of the Notes and the Agency Agreement (as defined under “ Terms and Conditions of the Notes ”) 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 rates based on any substitute or alternative benchmark that has become the market standard by or after 2021.

Any of the above changes or any other consequential changes as a result of international or national proposals for reform or other initiatives or investigations, could require an adjustment to the terms and conditions, or result in other consequences, which could have a material adverse effect on the value of and return on any Notes linked to a "benchmark" (including but not limited to Floating Rate Notes whose interest rates are linked to LIBOR).

FORM OF THE NOTES

The Notes of each Series will be in either bearer form, with or without interest coupons attached, or registered form, without coupons attached. Notes (whether in bearer or registered form) will be issued outside the United States in reliance on Regulation S under the Securities Act ( Regulation S ).

Bearer Notes

Each Tranche of Bearer Notes will be in bearer form and will be initially issued in the form of a temporary global note (a Temporary Global Note ) or, if so specified in the applicable Pricing Supplement, a permanent global note (a Permanent Global Note and, together with the Temporary Global Note, each a Bearer Global Note ) which will be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary ) for, Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking S.A. ( Clearstream, Luxembourg ).

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made against presentation of the Temporary Global Note only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and (in the case of a Temporary Global Note delivered to a Common Depository for Euroclear and Clearstream, Luxembourg) Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Principal Paying Agent.

On and after the date (the Exchange Date ) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) for definitive Bearer Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Pricing Supplement and subject, in the case of definitive Bearer Notes, to such notice period as is specified in the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Bearer Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the Permanent Global Note without any requirement for certification.

The applicable Pricing Supplement will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts, interest coupons and talons attached only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor or alternative clearing system is available. The Issuer will promptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs in respect of a Permanent Global Note. In the event of the occurrence of an Exchange Event in respect of a Permanent Global Note, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Principal Paying Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Principal Paying Agent.

The following legend will appear on all Bearer Notes which have an original maturity of more than one year and on all receipts and interest coupons relating to such Notes:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.”

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes, receipts or interest coupons and will not be entitled to capital gains treatment in respect of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.

Notes which are represented by a Bearer Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg as the case may be.

Registered Notes

Each Tranche of Registered Notes will initially be represented by a global note in registered form (a Registered Global Note and, together with the Bearer Global Notes, each a Global Note ). Registered Global Notes will be deposited with a common depositary for, and registered in the name of a nominee of the common depositary on behalf of, Euroclear and Clearstream, Luxembourg. Persons holding beneficial interests in Registered Global Notes will be entitled or required, as the case may be, under the circumstances described below, to receive physical delivery of definitive Notes in fully registered form.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in the absence of provision to the contrary, be made to the person shown on the Register (as defined in Condition 6.4) as the registered holder of the Registered Global Notes. None of the Issuer, the Guarantors, the Trustee, any Paying Agent, any Transfer Agent, the Registrar or any other Agent will have any responsibility or liability for any aspect of the records relating to or payments or deliveries made on account of beneficial ownership interests in the Registered Global Notes or for maintaining, supervising, investigating, monitoring or reviewing any records relating to such beneficial ownership interests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form will, in the absence of provision to the contrary, be made to the persons shown on the Register on the relevant Record Date (as defined in Condition 6.4) immediately preceding the due date for payment in the manner provided in that Condition.

Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Registered Notes without receipts, interest coupons or talons attached only upon the occurrence of an Exchange Event. The Issuer will promptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs in respect of a Registered Global Note. In the event of the occurrence of an Exchange Event in respect of a Registered Global Note, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Registered Global Note) or the Trustee may give notice to the Registrar requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Registrar.

General

Pursuant to the Agency Agreement, the Principal Paying Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series, which shall not be prior to the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.

Any reference herein to Euroclear, Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement.

No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure is continuing.

FORM OF THE GUARANTEE

Deed poll

Deed poll guarantee and indemnity - EMTN

Vicinity Limited

Vicinity Funds RE Ltd as responsible entity of the Vicinity NVN Trust

Contents

1	Definitions, interpretation and deed components	2
	1.1 Definitions and interpretation ............................................................................................ 2
	1.2 Interpretation ..................................................................................................................... 5
	1.3 Interpretation of inclusive expressions ............................................................................... 6
	1.4 Deed poll components ....................................................................................................... 6
2	Capacity	6
	2.1 Capacity of VFREL ........................................................................................................... 6
	2.2 Capacity of other entities ................................................................................................... 7
	2.3 Capacity of any other trustee.............................................................................................. 8
3	Deed poll and benefit	8
	3.1 Deed poll .......................................................................................................................... 8
	3.2 Trustee bound.................................................................................................................... 8
4	Joint and several, unconditional and irrevocable obligations	8
5	Guarantee	8
6	Indemnity	8
7	Payments	9
8	Continuing obligation	9
9	Independent obligation	10
10	Non avoidance	10
11	Unconditional nature of obligations	10
12	No competition	11
13	Acknowledgment	11
14	Accession of further Guarantors	12
15	Replacement of trustees	12
16	Resignation of Guarantor	12
17	Deregistration of managed investment scheme	13
18	Notices	13
19	Tax, costs and expenses	14
	19.1 Costs and expenses .......................................................................................................... 14
	19.2 GST ................................................................................................................................ 14
20	Saving provisions	15
	20.1 No merger of security ...................................................................................................... 15
	20.2 Exclusion of moratorium ................................................................................................. 15
21	Governing law and jurisdiction	15
22	Prohibition and enforceability	15
23	Waivers	16
24	Cumulative rights	16
25	Guarantee binding	16

Attorneys	16
Schedule 1
Initial Guarantors	17
Signing page	18
Attachment 1
Accession Deed Poll (Guarantor)
Signing page	22

Deed poll guarantee and indemnity – EMTN

Date ►

This deed poll is made by

Guarantors	Each of the persons listed inSchedule 1
	(each anInitial Guarantorand collectively theInitial Guarantors)
	and each other person that, from time to time, is a Guarantor
in favour of	the Trustee.
Recitals	Each Guarantor agrees to grant the guarantee and indemnities in this deed
	poll in favour of the Trustee.

This deed poll witnesses as follows:

1. Definitions, interpretation and deed components

1.1 Definitions and interpretation

The meanings of the terms used in this deed poll are set out below.

Term	Meaning	Meaning
Accession Deed Poll	a deed poll in, or substantially in, the form of Attachment 1 under
(Guarantor)	which a person becomes bound by this deed poll as a New Guarantor.
Authorisation	1.	any consent, registration, filing, agreement, notarisation,
		certificate, licence, approval, permit, authority or exemption
		from, by or with a Government Agency; or
	2.	in relation to any act, matter or thing which will be proscribed
		or restricted in whole or part by law if a Government Agency
		intervenes or acts in any way within a specified period after
		lodgement, registration or notification of such act, matter or
		thing, the expiry of such period without such intervention or
		action.
Business Day	1.	for the purposes of clause 17, a day on which the addressee is
		open for business in the city where the notice or other
		communication is received, excluding a Saturday, Sunday or
		public holiday; and
	2.	for all other purposes, a day on which banks are open for
		general banking business in Melbourne, Sydney and London,
		excluding a Saturday, Sunday or public holiday in any of those
		cities.
Encumbrance	any	security interest under the PPSA or any interest or power by way

any security interest under the PPSA or any interest or power by way of (or having the effect of) security for the payment of a debt, any other monetary obligation or the performance of any other obligation, including:

any mortgage, pledge, lien, charge, hypothecation or finance lease;
any security or preferential interest or arrangement of any kind including, but not limited to, any retention of title, any deposit of money by way of security or which is subject to a “flawed asset” arrangement and any deposit of money in respect of which a right of set-off exists;
any interest in any asset reserved in, created or arising in or over any of the above including, but not limited to, a bill of sale, trust or power; and
any agreement to grant, create or allow to subsist any of the above.

Term	Meaning
Event of Default	has the meaning contained in the Trust Deed.
Financial Report	the following consolidated financial reports and information in
	relation to the Group, prepared for each financial half year or financial
	year:
	1. an income statement;
	2. a balance sheet; and
	3. a statement of cash flow,
	together with any notes to those documents and any accompanying
	reports, statements, declarations and other documents or information
	attached to or intended to be read with any of them.
Government Agency	any government or any governmental, semi-governmental,
	administrative, fiscal or judicial body, department, commission,
	authority, tribunal, agency or entity. It also includes any self-
	regulatory organisation established under statute or any stock or other
	securities exchange, listing authority or quotation system.
Group	has the meaning contained in the Trust Deed.
GST	the goods and services tax levied under the GST Act.

GST Act the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Guarantee any guarantee, suretyship, letter of credit, letter of comfort or any other obligation:

to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;
to indemnify any person against the consequences of default in the payment of; or
to be responsible for,

any debt or monetary liability or obligation (whether or not it involves the payment of money) of another person or the assumption of any responsibility or obligation in respect of the insolvency or the financial condition of any other person but excludes this deed poll.

Guaranteed Moneys

all debts and monetary liabilities of the Issuer under or in relation to any Note or under or in relation to the Trust Deed, irrespective of whether the debts or liabilities:

Meaning

Term

are present or future;
are actual, prospective, contingent or otherwise;
are at any time ascertained or unascertained;
are owed or incurred by or on account of the Issuer alone, or severally or jointly with any other person;
are owed to or incurred for the account of a Noteholder or the Trustee (as the case may be) alone, or severally or jointly with any other person;
are owed or incurred as principal, interest, fees, charges, Taxes, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account; or
comprise any combination of the above.

Guarantor	each Initial Guarantor and each New Guarantor, unless that person has
	ceased to be a ‘Guarantor’ pursuant to clauses 15 or 16.
Guarantor Trust	each trust or managed investment scheme listed in schedule 1 or listed
	or named in an Accession Deed (Guarantor).
Issuer	Vicinity Centres RE Ltd ACN 149 781 322 as responsible entity of
	Vicinity Centres Trust ARSN 104 931 928.
New Guarantor	each person who executes and delivers to the Trustee an Accession
	Deed Poll (Guarantor).
Note	has the meaning contained in the Trust Deed.
Noteholder	has the meaning contained in the Trust Deed.
PPSA	the_Personal Property Securities Act 2009_(Cth).
PPSA Security	a security interest as defined in the PPSA.
Interest
Tax Invoice	includes any document or record treated by the Commissioner of
	Taxation as a tax invoice or as a document entitling a recipient to an
	input tax credit.

Term	Meaning
Trust Deed	the trust deed dated on or about the date of this deed poll between the
	Issuer, the Initial Guarantors and the Trustee.
Trustee	The Bank of New York Mellon, London Branch as trustee for itself
	and on behalf of the Noteholders under the Trust Deed and any other
	trustee or trustees for the time being under the Trust Deed.
VFREL	Vicinity Funds RE Ltd (ACN 084 098 180).

1.2 Interpretation

In this deed poll, unless the context otherwise requires:

(a) Headings and bold type are for convenience only and do not affect the interpretation of this deed poll.
(b) The singular includes the plural and the plural includes the singular.
(c) Words of any gender include all genders.
(d) Other parts of speech and grammatical forms of a word or phrase defined in this deed poll have a corresponding meaning.
(e) An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual.
(f) A promise on the part of 2 or more persons binds them jointly and severally.
(g) A reference to anything (including any right) includes a part of that thing but nothing in this clause 1.2(g) implies that performance of part of an obligation constitutes performance of the obligation.
(h) A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this deed poll.
(i) A reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them.
(j) A reference to a document includes all amendments or supplements to, or replacements or novations of, that document.
(k) A reference to a party to a document includes that party’s successors and permitted assignees.
(l) A reference to the Issuer includes its successors and its assigns.
(m) A reference to an agreement other than this deed poll includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing.
(n) A reference to an asset includes all property of any nature, including a business, and all rights, revenues and benefits.
(o) A reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement

with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person or death.

(p) A reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind.
(q) No provision of this deed poll will be construed adversely to a party because the party was responsible for the preparation of this deed poll or that provision.
(r)
A reference to a trust includes a reference to a managed investment scheme.
(s) A reference to a transferee of a trust includes, where applicable, the responsible entity of a managed investment scheme.
(t) A reference to the responsible entity of a Guarantor Trust which has been de-registered as a managed investment scheme is a reference to the trustee of that Guarantor Trust (and a reference to a person acting as responsible entity of any such Guarantor Trust is a reference to the relevant person acting as trustee of that Guarantor Trust).
(u) References to time are to Melbourne time.
(v) Where this deed poll confers any power or authority on a person that power or authority may be exercised by that person acting personally or through an agent or attorney.

1.3 Interpretation of inclusive expressions

Specifying anything in this deed poll after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.

1.4 Deed poll components

This deed poll includes any schedule or attachment.

2. Capacity

2.1 Capacity of VFREL

(a) VFREL (or any replacement trustee or responsible entity referred to in clause 16) (in this clause 2.1, the Responsible Entity ) enters into this deed poll solely in its capacity as responsible entity of the Vicinity NVN Trust (ARSN 090 150 280) and in no other capacity.
(b) Subject to clause 2.1(c), the obligations incurred by the Responsible Entity under or in connection with this deed poll (in this clause 2.1, the Obligations ) are incurred solely in its capacity as responsible entity of the Vicinity NVN Trust (ARSN 090 150 280) and in no other capacity and the Responsible Entity will only be liable to pay or satisfy any Obligation to the extent to which it can be satisfied out of the assets of the Vicinity NVN Trust out of which it is actually indemnified for that Obligation and, in particular, the Responsible Entity will not be liable to pay or satisfy any obligation in its personal capacity or out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme.
(c) The Responsible Entity will be liable to pay or satisfy an Obligation in its personal capacity (but not out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme) to the extent that it is not satisfied out of the assets of the Vicinity NVN Trust because, under the trust deed establishing the Vicinity NVN Trust or by operation of law, there is a reduction in the extent of the Responsible Entity’s indemnification out of the assets of the Vicinity NVN Trust as a result of the Responsible Entity’s own fraud, wilful misconduct, negligence or breach of trust or (if applicable) breach of duty as responsible entity.

2.2 Capacity of other entities

(a) Any other member of the Group which is or becomes a party to this deed poll in its capacity as trustee, responsible entity or manager of, or as custodian in respect of, any Guarantor Trust (a Guarantor Trustee ) enters into this deed poll solely as trustee, responsible entity or manager of, or as custodian in respect of, each Guarantor Trust which it is specified as trustee, responsible entity, manager or custodian in this deed poll or any Accession Deed Poll (Guarantor) and in no other capacity (unless otherwise specified in this deed poll or an Accession Deed Poll (Guarantor)).
(b) Subject to clause 2.2(c), the obligations incurred by each Guarantor Trustee under or in connection with this deed poll (in this clause 2.2, the Obligations ) are incurred solely in its capacity as trustee, responsible entity or manager of, or custodian in respect of, the relevant Guarantor Trust and in no other capacity (unless otherwise specified in this deed poll or an Accession Deed Poll (Guarantor)) and each Guarantor Trustee will only be liable to pay or satisfy any Obligation to the extent to which it can be satisfied out of the assets of the Guarantor Trust out of which it is actually indemnified for that Obligation and, in particular, a Guarantor Trustee will not be liable to pay or satisfy any obligation in its personal capacity (unless otherwise specified in this deed poll or an Accession Deed Poll (Guarantor)) or out of the assets of any other trust or managed investment scheme which it may be trustee, responsible entity, manager or custodian or its rights in respect of any such trust or managed investment scheme.
(c) A Guarantor Trustee will be liable to pay or satisfy an Obligation in its personal capacity (but not out of the assets of any other trust or managed investment scheme of which it may be trustee or responsible entity or its rights in respect of any such trust or managed investment scheme) to the extent that it is not satisfied out of the assets of the Guarantor Trust because, under the trust deed establishing the Guarantor Trust or by operation of law, there is a reduction in the extent of the Guarantor Trustee’s indemnification out of the assets of the Guarantor Trust as a result of the Guarantor Trustee’s own fraud, wilful misconduct, negligence or breach of trust or (if applicable) breach of duty as responsible entity.

2.3 Capacity of any other trustee

The obligations under this deed poll incurred by any trustee, responsible entity or manager of, or custodian in respect of, any Guarantor Trust which is not otherwise referred to in clause 2.1 or clause 2.2 will be subject to any capacity or limitation of liability provision included in any relevant Accession Deed Poll (Guarantor).

3. Deed poll and benefit

3.1 Deed poll

This deed is executed as a deed poll. Accordingly, the Trustee has the benefit of, and is entitled to enforce, this deed poll even though it is not a party to, or is not in existence at the time of execution and delivery of, this deed poll.

3.2 Trustee bound

The Trustee and any person claiming through or under the Trustee is bound by this deed poll (including by any agreement or acknowledgment in this deed poll expressed to be given by the Trustee).

4. Joint and several, unconditional and irrevocable obligations

Each obligation of the Guarantors under this deed poll is unconditional and irrevocable and binds them jointly and each severally.

5. Guarantee

(a) The Guarantors guarantee to the Trustee the due and punctual payment of the Guaranteed Moneys.
(b) If the Issuer does not pay the Guaranteed Money owing by it in accordance with the relevant Note or the Trust Deed (as the case may be), then each Guarantor agrees to pay those Guaranteed Moneys to the Trustee immediately on the date on which those Guaranteed Moneys are due and payable.
(c) Each Guarantor irrevocably waives all notices and demands of any kind.

6. Indemnity

If any of the Guaranteed Moneys owing by the Issuer are not recovered from the Issuer or are not recovered from any Guarantor on the footing of a guarantee, each Guarantor indemnifies, as a primary obligation, the Trustee and each Noteholder against any claim, action, damage, loss, liability, cost, charge, expense (including, without limitation, legal fees on a full indemnity basis), outgoing or payment suffered, paid or incurred by the Trustee or any Noteholder in relation to the non-payment or non-recovery of those Guaranteed Moneys.

7. Payments

(a) All payments by a Guarantor under this deed poll must be made in full, without set-off or counterclaim and, subject to clause 7(b), free and clear of any deductions or withholdings in the same manner and currency which the Issuer is (or would have been but for the occurrence of any insolvency event) required to pay under the relevant Note.
(b) Subject to clause 7(c), if at any time a Guarantor is required by law to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings imposed by the Commonwealth of Australia or any state or territory of Australia from any payments due under this deed poll, the sum due from the Guarantor in respect of such payment will be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Trustee receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.
(c) Other than additional amounts payable in accordance with clause 14.7 of the Trust Deed, no additional amounts are payable under clause 7(b) in relation to any deduction or withholding from any payments under this deed poll:
(1) which is required by reason of the Trustee or any Noteholder having a Tax debt to, or some connection with, the Commonwealth of Australia or any political subdivision therein or thereof, other than as contemplated under section 128B(2A) of the Income Tax Assessment Act 1936 (Cth) or through the mere holding of the Note or receipt of the payment;
(2) which could have been lawfully avoided by the Trustee or any Noteholder complying, or procuring that any third party complied, with any statutory requirements or making, or procuring that a third party made, a declaration of nonresidence or similar claim for exemption to any Government Agency or other person in the Commonwealth of Australia or the place where payment is made;
(3) which is required by reason of a Noteholder or the Trustee failing to supply or failing to procure a third party to supply an appropriate tax file number (TFN) or Australian Business Number (ABN) or details of an applicable exemption from the requirement to supply such a number; or
(4) which is required by Trustee or any Noteholder being an “associate” (for the purpose of and as defined in section 128FA of the Income Tax Assessment Act 1936 (Cth).

For the avoidance of doubt, nothing in this clause 7(c) limits or affects the obligations of any Guarantor under clause 14.7 of the Trust Deed.

8. Continuing obligation

The guarantee and indemnity contained in this deed poll:

(a) is a continuing obligation of each Guarantor in favour of the Trustee, despite any settlement of account or the occurrence of any other thing, and remains in full force and effect in respect of the Trustee until all Guaranteed Moneys and all other moneys owing to the Trustee under this deed poll, contingently or otherwise, have been paid in full; and
(b) is in addition to, and not instead of, any Encumbrance or any other Guarantee existing in favour of any person, whether from a Guarantor or otherwise, and may be enforced without first having recourse to the Issuer, any other person or other Guarantee.

9. Independent obligation

The guarantee and indemnity contained in this deed poll is a separate and independent obligation of each Guarantor and neither limits the generality of the other.

10. Non avoidance

(a) If any payment, conveyance, transfer or other transaction relating to or affecting the Guaranteed Moneys is:
(1) void, voidable or unenforceable in whole or in part, or
(2) claimed to be void, voidable or unenforceable and that claim is upheld, conceded or compromised in whole or in part,

the liability of the Guarantors under this deed poll is the same as if:

(3) that payment, conveyance, transfer or other transaction (or the void, voidable or unenforceable part of it); and
(4) any release, settlement or discharge made in reliance on anything referred to in clause 10(a)(3),

had not been made and the Guarantors must immediately take all action and sign all documents required by the Trustee to restore to the Trustee the benefit of the liability of each Guarantor under this deed poll in place immediately before the payment or transaction.

(b) Clause 10(a) applies whether or not the Trustee or any Noteholder knew, or ought to have known, of anything referred to in clause 10(a).
(c) Each Guarantor must, within three Business Days of demand, indemnify the Trustee, and each Noteholder, on an after tax basis, against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under the Notes, a Guarantor under this deed poll or any document relating to that Note and must in any event pay to it on demand the amount as refunded by it.

11. Unconditional nature of obligations

(a) The obligations of the Guarantors under this deed poll are principal obligations and are absolute, binding, unconditional and irrevocable in all circumstances and are not released, discharged or otherwise affected by anything (including, without limitation, any principle of law or equity or any act or omission by or of the Trustee or any other person) which but for this provision might have that effect.
(b) Clause 11(a) applies irrespective of:

(1) the consent or knowledge, or lack of consent or knowledge, of the Trustee, the Issuer, any Guarantor or any other person;
(2) the grant to any person of any time, waiver or other indulgence, or the discharge or release of any person;
(3) any transaction or arrangement between the Trustee and any person; or
(4) any rule of law or equity to the contrary.
(c) Each Guarantor will be liable under this deed poll as if it were a sole principal debtor and not merely as a surety.

12. No competition

Until the Guaranteed Moneys have been fully paid and this deed poll has been finally discharged, a Guarantor is not entitled, and must not attempt or purport, to:

(a) be subrogated to the Trustee or any Noteholder ;
(b) claim or receive the benefit of any Encumbrance, Guarantee or other document or agreement (including any Note) of which the Trustee or any Noteholder has the benefit;
(c) claim or receive the benefit of any moneys held by the Trustee or any Noteholder;
(d) claim or receive the benefit of any right or claim of the Trustee or any Noteholder;
(e) either directly or indirectly prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of the Issuer;
(f) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Guarantee or by way of contribution) against the Issuer or against any asset of the Issuer which it may have by reason of performance by it of its obligations under this deed poll;
(g) if any Guaranteed Moneys become payable by a Guarantor under this deed poll, accept or receive any money due from the Issuer to that Guarantor; or
(h) raise any defence, set-off or counterclaim in reduction or discharge of its obligations under this deed poll.

13. Acknowledgment

Each Guarantor acknowledges that it has not entered into this deed poll in reliance on any representation, warranty, promise or statement of the Trustee or any Noteholder or any other person on behalf of the Trustee or any Noteholder.

14. Accession of further Guarantors

(a) Any member of the Group (or any trustee, responsible entity or manager of, or custodian in respect of, any trust or managed investment scheme which forms part of the Group) may become a party to this deed poll as a Guarantor by executing and delivering to the Trustee an Accession Deed Poll (Guarantor).
(b) By executing and delivering to the Trustee an Accession Deed Poll (Guarantor), the relevant member of the Group (or the relevant trustee, responsible entity, manager or custodian) immediately becomes a party to this deed poll as a Guarantor.

15. Replacement of trustees

(a) If an entity ( Retiring Trustee ) which is a trustee, responsible entity or manager of, or custodian in respect of, a Guarantor Trust ceases to be the trustee, responsible entity or manager of, or custodian in respect of, the Guarantor Trust and a new trustee, responsible entity, manager or custodian (as applicable) ( Replacement Trustee ) of the Guarantor Trust is appointed, the Retiring Trustee in its capacity as trustee, responsible entity or manager of, or custodian in respect of, the Guarantor Trust will automatically be released from all

liability under this deed poll and, in that capacity, will cease to be a party to this deed poll with effect on the date the Retiring Trustee ceases to be the trustee, responsible entity or manager of, or custodian in respect of, the Guarantor Trust, if:

(1) the Replacement Trustee is a wholly-owned member of the Group;
(2) no Event of Default subsists;
(3) the Replacement Trustee assumes all of the rights, obligations and liabilities of the Retiring Trustee under this deed poll in that capacity; and
(4) the Issuer or a Guarantor notifies the Trustee of the change of trustee, responsible entity, manager or custodian (as applicable) on or prior to the date the Retiring Trustee ceases to be the trustee, responsible entity, manager or custodian (as applicable) of the Guarantor Trust.
(b) Any references in this deed poll to a Retiring Trustee that has been released under this clause 15 will be construed as a reference to the Replacement Trustee in its capacity as trustee, responsible entity or manager of, or custodian in respect of, the Guarantor Trust.
(c) The release of the Retiring Trustee under this clause 15 does not prejudice or limit the liability of any remaining Guarantor under this deed poll.

16. Resignation of Guarantor

(a) Vicinity Limited may request that a Guarantor on its own account or a Guarantor in its capacity as trustee, responsible entity or manager of, or custodian in respect of, a Guarantor Trust (other than an Initial Guarantor) ceases to be a Guarantor under this deed poll by delivering to the Trustee a notice:
(1) specifying the Guarantor and any Guarantor Trust;
(2) if any Note is then outstanding, confirming that no Event of Default in respect of that Note subsists or will arise as a result of the Guarantor on its own account (or the Guarantor in its capacity as trustee, responsible entity or manager of, or custodian in respect of, that Guarantor Trust) ceasing to be a Guarantor; and
(3) which is executed on behalf of Vicinity Limited by a director or secretary or by its chief executive officer or chief financial officer,

whereupon that Guarantor on its own account or that Guarantor in its capacity as trustee, responsible entity or manager of, or custodian in respect of, the Guarantor Trust named in the notice (as the case may be) will immediately (or at any later time specified in the notice) cease to be a Guarantor and will have no further rights or obligations under this deed poll.

(b) The release of a Guarantor (or a Guarantor in its capacity as trustee, responsible entity or manager of, or custodian in respect of, a Guarantor Trust) under this clause 16 does not prejudice or limit the liability of any remaining Guarantor under this deed.

17. Deregistration of managed investment scheme

(a) Notwithstanding any other provision of this deed poll, the Vicinity NVN Trust (ARSN 090 150 280) may be deregistered as a managed investment scheme under the Corporations Act 2001 (Cth), provided Vicinity NVN Trust remains constituted as a trust following such deregistration and all property of Vicinity NVN Trust immediately prior to such deregistration remains property of Vicinity NVN Trust immediately after such deregistration. Neither:
(1) such deregistration; or
(2) the company that is the responsible entity of Vicinity NVN Trust ceasing to be the responsible entity and being or becoming the trustee of Vicinity NVN Trust as a result of such deregistration,

will constitute a breach of this deed.

(b) Following any such deregistration, any references in this deed to the responsible entity of Vicinity NVN Trust will be construed as references to the trustee of Vicinity NVN Trust.

18. Notices

(a) Any notice or other communication, including any request, demand, consent or approval, to any Guarantor:
(1) may be given by delivery in person or sent by post or facsimile transmission;
(2) must be in legible writing addressed as shown below:

Address: Chadstone Shopping Centre, 1341 Dandenong Road, Chadstone Victoria 3148 Attention: General Manager, Treasury Facsimile: +61 3 9236 6301

or as specified by any party to the sender by notice;

(3) must be signed by the sender (if a natural person) or an officer, or otherwise on behalf of, the sender (if a corporation); and
(4) is regarded as being given by the sender and received by the addressee:
(A) when delivered to the addressee at the address referred to in clause 18(a)(2);
(B) if by post, on delivery to the addressee; or
(C) if by facsimile transmission, whether or not legibly received, when received by the addressee;

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00pm (addressee’s time) it is regarded as received at 9.00am on the following Business Day.

(b) A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after transmission is received or regarded as received under clause 18(a)(4) and informs the sender that it is not legible.
(c) In this clause 17, a reference to an addressee includes a reference to an addressee’s officers, agents or employees and any person reasonably believed by the sender to be an employee of the addressee.

19. Tax, costs and expenses

19.1 Costs and expenses

The Guarantors must pay, or reimburse the Trustee on demand for, all taxes, duties, fees, costs and expenses in relation to the enforcement or protection, or attempted enforcement or protection, of any rights or powers of the Trustee under this deed poll, including any legal costs and expenses and any professional consultant’s fees in respect of any of the above on a full indemnity basis.

19.2 GST

(a) If GST is or will be imposed on a supply made under or in connection with this deed poll by the Trustee, the Trustee may, to the extent that the consideration otherwise provided for that supply is not stated to include an amount in respect of GST on the supply:
(1) increase the consideration otherwise provided for that supply under this deed poll by the amount of that GST; or
(2) otherwise recover from the recipient of the supply the amount of that GST.
(b) If GST is or will be imposed on such a supply, the Trustee must issue a Tax Invoice to the recipient of the supply no later than 5 Business Days after payment to the Trustee of the GST inclusive consideration for that supply.

20. Saving provisions

20.1 No merger of security

Nothing in this deed poll merges, extinguishes, postpones, lessens or otherwise prejudicially affects any Encumbrance or indemnity in favour of the Trustee or any Noteholder or in respect of which the Trustee or any Noteholder has the benefit of in any way.

20.2 Exclusion of moratorium

To the extent not excluded by law, a provision of any legislation that directly or indirectly:

(a) lessens, varies or affects in favour of any Guarantor any obligations under this deed poll;
(b) stays, postpones or otherwise prevents or prejudicially affects the exercise by the Trustee of any right; or
(c) confers any right on any Guarantor or imposes any obligation on the Trustee in connection with the exercise of any right,

is negatived and excluded from this deed poll and all relief and protection conferred on any Guarantor by or under that legislation is also negatived and excluded.

21. Governing law and jurisdiction

(a) This deed poll is governed by the laws of Victoria and each Guarantor agrees for the benefit of the Trustee and each Noteholder that the courts of Victoria will have non-exclusive jurisdiction to settle any disputes which may arise in connection with this deed poll.
(b) Each Guarantor waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient or inappropriate forum and any immunity in respect of its obligations under this deed poll that it may acquire from the jurisdiction of any court or any legal process for any reason. The Trustee and the Noteholders may take any suit, action or proceedings (together Proceedings ) arising out of or in connection with this deed poll (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this deed poll) against a Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

22. Prohibition and enforceability

(a) Any provision of, or the application of any provision of, this deed poll which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
(b) Any provision of, or the application of any provision of, this deed poll which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

23. Waivers

Waiver of any right, power, authority, discretion or remedy arising upon default under this deed poll must be in writing and signed by the party granting the waiver.

24. Cumulative rights

The rights, powers and remedies provided in this deed poll are cumulative and are not exclusive of any rights, powers or remedies provided by law.

25. Guarantee binding

This deed poll is binding on each Guarantor executing this deed poll even if one or more of the other parties expressed to be a Guarantor does not execute it.

26. Attorneys

Each attorney executing this deed poll states that the attorney has no notice of revocation of the attorney’s power of attorney.

Schedule 1

Initial Guarantors


Guarantors	ACN/ARSN
Vicinity Limited	114 757 783
Vicinity Funds RE Ltd in its capacity as responsible entity of VicinityNVN Trust	084 098 180 090 150 280

Signing page

Executed as a deed poll

Signed Sealed and Delivered for Vicinity Limited by its attorney in the presence of:

Witness Signature Attorney Signature Print Name Print Name

Signed Sealed and Delivered for Vicinity Funds RE Ltd in its capacity as responsible entity of Vicinity NVN Trust by its attorney in the presence of:

Witness Signature Attorney Signature Print Name Print Name

Attachment 1

Accession Deed Poll (Guarantor)

Clause 14

Date ►

This deed poll is made by

New Guarantor	[**insert name of New Guarantor] **
	[insert ACN/ABN/ARBN]of[insert address]
in favour of	the Trustee.
Recitals	The New Guarantor agrees to become a Guarantor under the
	Deed Poll Guarantee and Indemnity.

This deed poll witnesses as follows:

1. Interpretation

1.1 Incorporated definitions

A word or phrase (other than one defined in clause 1.2) defined in the Deed Poll Guarantee and Indemnity has the same meaning in this deed poll.

1.2 Definitions

The meanings of the terms used in this deed poll are set out below.

Term	Meaning
Deed Poll Guarantee	the deed poll guarantee and indemnity dated[**insert date] **
and Indemnity	given by Vicinity Limited and others in favour of the
	Trustee.
Effective Date	the date of this deed poll.

1.3 Interpretation

Clause 1.2 ( Interpretation ) of the Deed of Guarantee and indemnity applies to this deed poll as if set out in full in this deed poll.

1.4 Capacity

[ insert any applicable capacity limitations ]

2. New Guarantor becomes a party

With effect on and from the Effective Date:

(a) the New Guarantor is taken to be a party to the Deed Poll Guarantee and Indemnity; and
(b) the New Guarantor becomes bound by the Deed Poll Guarantee and Indemnity, and has the same rights and assumes the same obligations as if it were a party to the Deed Poll Guarantee and Indemnity, as a Guarantor; and
(c) each reference in the Deed Poll Guarantee and Indemnity to ‘Guarantor’ includes a reference to the New Guarantor.

3. Deed poll and benefit

The New Guarantor agrees that clause 3 of the Deed Poll Guarantee and Indemnity applies to this deed poll as if set and in full and as if references in that clause to ‘this deed’ or ‘this deed poll’ included references to this deed poll.

4. Notices

The details of the New Guarantor for the purpose of the Deed Poll Guarantee and Indemnity are as follows:

Address:

Attention:

Facsimile:

5. Governing law

(a) This deed poll is governed by the laws of Victoria.
(b) The New Guarantor irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria.

6. Attorneys

The attorney executing this deed poll states that the attorney has no notice of revocation of the attorney's power of attorney.

Signing page

Executed as a deed poll

Signed sealed and delivered for and on behalf of [New Guarantor]

by its attorney

sign here ► Attorney print name

in the presence of

sign here ► Witness print name

APPLICABLE PRICING SUPPLEMENT

Set out below is the form of Pricing Supplement which will be completed for each Tranche of Notes issued under the Programme.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II ); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor ) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' 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), 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.

[ Date ]

Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the €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)

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the Conditions ) set forth in the Offering Circular dated [ date ] [and the supplement[s] to it dated [ date ] [and [ date ]]] (the Offering Circular ). 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.

[ The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. ]

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the Conditions ) set forth in the Offering Circular dated [ original date ]. This document is the Pricing Supplement for the Notes described herein and must be read in conjunction with the Offering Circular dated [ current date ] [and the supplement[s] to it dated [ date ] [and [ date ]], save in respect of the Conditions which

are extracted from the Offering Circular dated [ original date ] and are attached hereto. 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 Circulars dated [ current date ] and [ original date ].

[ Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Pricing Supplement. ]

[ If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination [must/may need to] be £100,000 or its equivalent in any other currency. ]

(a) Issuer: Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)

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), subject to (a) additional Guarantors being appointed; and (b) such additional Guarantors being released pursuant to the terms of the Guarantee

(a) Series Number:

[ ]

(b) Tranche Number:

[ ]

( If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible )

Specified Currency or Currencies: 4. Aggregate Nominal Amount:

[ ]

Issue Price:

[ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [ insert date ] ( if applicable )]

(a) Specified Denominations:

[ ]

(N.B. In the case of Registered Notes, this means the minimum integral amount in which transfers can be made )

(Note – in the case of Bearer Notes, where multiple denominations above [€100,000] or equivalent are being used the following sample wording should be followed:

“[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].”)

(b) Calculation Amount: [ ] ( If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations .)

7.	(a) Issue Date:	[ ]
	(b) Interest Commencement Date:	[specify/Issue Date/Not Applicable]
		(N.B. An Interest Commencement Date will not be
		relevant for certain Notes, for example Zero Coupon
		Notes.)
8.	Maturity Date:	[Fixed rate – specify date/
		Floating rate– Interest Payment Date falling in or
		nearest to [specify month]]
9.	Interest Basis:	[[ ] per cent. Fixed Rate]
		[[LIBOR/EURIBOR] +/- [ ] per cent. Floating Rate]
		[Zero Coupon]
		[Index Linked Interest]
		[Dual Currency Interest]
		[specify other]]
		(further particulars specified below)
10.	Redemption/Payment Basis:	[Redemption at par]
		[Index Linked Redemption]
		[Dual Currency Redemption]
		[Partly Paid]
		[Instalment]
		[specify other]

Change of Interest Basis or Redemption/Payment [ Specify details of any provision for change of Notes Basis: into another Interest Basis or Redemption/Payment Basis ]
Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified below)]
(a) Status of the Notes:

[Senior]

(b) Status of the Guarantee: [Senior]
(c) [Date [Board] approval for issuance of Notes [ ] [and [ ], respectively]] [and Guarantee] obtained:

( N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee )

Listing:

[SGX-ST/ specify other /None]

Method of distribution:

[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Fixed Rate Note Provisions

[Applicable/Not Applicable]

( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Rate(s) of Interest:

[ ] per cent. per annum payable in arrear on each Interest Payment Date

(b) Interest Payment Date(s):

[[ ] in each year up to and including the Maturity Date]/[ specify other ]

( Amend appropriately in the case of irregular coupons

[ ] per Calculation Amount

(d) Broken Amount(s): ( Applicable to Notes in definitive form. )

[[ ] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [ ] [Not Applicable]

(e) Day Count Fraction:

[30/360 or Actual/Actual (ICMA) or [ specify other ]]

(f) Determination Date(s):

[ ] in each year

( Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon

N.B. Only relevant where Day Count Fraction is Actual/Actual (ICMA) )

(g) Other terms relating to the method of calculating interest for Fixed Rate Notes:

[None/ Give details ]

17. Floating Rate Note Provisions

[Applicable/Not Applicable] ( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Specified Period(s)/Specified Interest Payment Dates:

[ ]

(b) Business Day Convention:

[Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[ specify other ]]

[ ]

(d) Manner in which the Rate of Interest and Interest Amount is to be determined:

[Screen Rate Determination/ISDA Determination/ specify other ]

(e) Party responsible for calculating the Rate of

[ ]

Interest and Interest Amount (if not the Principal Paying Agent):

(f) Screen Rate Determination:
Reference Rate:

[ ]

( Either LIBOR, EURIBOR, or other, although additional information is required if other – including fallback provisions in the Agency Agreement )

Interest Determination Date(s):

[ ]

( Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR )

Relevant Screen Page:

[ ]

( In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately )

(g) ISDA Determination:
Floating Rate Option:
Designated Maturity:
Reset Date:
(h) Margin(s):
(i) Minimum Rate of Interest:
(j) Maximum Rate of Interest:
(k) Day Count Fraction:
[ ]
[ ]
[ ] ( In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period )
[+/-] [ ] per cent. per annum
[ ] per cent. per annum
[ ] per cent. per annum

[Actual/Actual (ISDA)][Actual/Actual] Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 [30/360][360/360][Bond Basis]

[30E/360][Eurobond Basis] 30E/360 (ISDA) Other] (See Condition 5 for alternatives)

(l) Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

[ ]

18. Zero Coupon Note Provisions

[Applicable/Not Applicable]

( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Accrual Yield:

[ ] per cent. per annum

(b) Reference Price:
[ ]
(c) Any other formula/basis of determining amount payable:
[ ]
(d) Day Count Fraction in relation to Early Redemption Amounts and late payment:

[Conditions 7.5(c) and 7.10 apply/ specify other ]

( Consider applicable day count fraction if not U.S. dollar denominated )

19. Index Linked Interest Note Provisions

[Applicable/Not Applicable]

( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Index/Formula:
[ give or annex details ]
(b) Calculation Agent:

[ give name ]

(c) Party responsible for calculating the Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Calculation Agent):

[ ]

(d) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable:
[ need to include a description of market disruption or settlement disruption events and adjustment provisions ]
(e) Specified Period(s)/Specified Interest Payment Dates:

[ ]

(f) Business Day Convention:

[Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/ specify other ]

(g) Additional Business Centre(s):

[ ]

(h) Minimum Rate of Interest:
[ ] per cent. per annum
(i) Maximum Rate of Interest:
[ ] per cent. per annum
(j) Day Count Fraction:

[ ]

20. Dual Currency Interest Note Provisions

[Applicable/Not Applicable] ( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Rate of Exchange/method of calculating Rate of Exchange:

[ give or annex details ]

(b) Party, if any, responsible for calculating the principal and/or interest due (if not the Principal Paying Agent):
- [ ]
(c) Provisions applicable where calculation by [ need to include a description of market disruption or reference to Rate of Exchange impossible or settlement disruption events and adjustment provisions ] impracticable:
(d) Person at whose option Specified Currency(ies) is/are payable:
[ ]

PROVISIONS RELATING TO REDEMPTION

Notice periods for Condition 7.2 (if other than as set out therein):

Minimum period: [ ] days

Maximum period: [ ] days

Issuer Call :

[Applicable/Not Applicable]

( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Optional Redemption Date(s):

[ ]

(b) Optional Redemption Amount and method, if [[ ] per Calculation Amount/ specify other /see any, of calculation of such amount(s): Appendix]
(c) If redeemable in part:
Minimum Redemption Amount: [ ] per Calculation Amount
Maximum Redemption Amount: [ ] per Calculation Amount
(d) Notice period:

Minimum period: [ ] days Maximum period: [ ] days

( N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems ( which require a minimum of 5 business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Principal Paying Agent [or Trustee] )

23. Investor Put :

[Applicable/Not Applicable]

( If not applicable, delete the remaining subparagraphs of this paragraph )

(a) Optional Redemption Date(s):

[ ]

(b) Optional Redemption Amount and method, if any, of calculation of such amount(s):
[[ ] per Calculation Amount/ specify other /see Appendix]

Minimum period: [ ] days Maximum period: [ ] days

( N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems ( which require a minimum of 15 Business Days’ notice for a put ) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Principal Paying Agent [or Trustee] )

Final Redemption Amount:
[[ ] per Calculation Amount/ specify other /see Appendix]
Early Redemption Amount payable on [[ ] per Calculation Amount/ specify other /see redemption for taxation reasons or on event of Appendix] default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: [Bearer Notes:]

[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event]

[Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date]

[Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event]

[Registered Notes:

Regulation S Registered Global Note ([€][ ] nominal amount) registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg]

( Ensure that this is consistent with the wording in the “Form of the Notes” section in the Offering Circular and the Notes themselves. N.B. The exchange upon notice/at any time options should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 6 includes language substantially to the following effect: “ [ €100,000 ] and integral multiples of [ €1,000 ] in excess thereof up to and including [€ 199,000 ].” Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on

issue by a Temporary Global Note exchangeable for Definitive Notes. )

Governing law of the Notes:

English law

Governing law of the Guarantee:

The laws of the State of Victoria and applicable laws of the Commonwealth of Australia

Additional Financial Centre(s) or other special provisions relating to Payment Days:
[Not Applicable/ give details ]
( Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraphs 17(c) and 19(g) relate )
Talons for future Coupons or Receipts to be [Yes/No. If yes, give details ][Not Applicable] attached to Definitive Bearer Notes (and dates on which such Talons mature):
Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
[Not Applicable /give details. N.B. a new form of Temporary Global Note and/or Permanent Global Note may be required for Partly Paid issues ]
Details relating to Instalment Notes:
(a) Instalment Amount(s):
[Not Applicable/ give details ]
(b) Instalment Date(s):
[Not Applicable/ give details ]
Redenomination applicable:

Redenomination [not] applicable [ (If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with floating rate interest calculation (including alternative reference rates)) ]

34. Other terms:

[Not Applicable/ give details

DISTRIBUTION

(a) If syndicated, names of Managers:
[Not Applicable/ give names ]
(b) Date of Subscription Agreement:
[ ]
(c) Stabilising Manager(s) (if any):
[Not Applicable/ give name
If non-syndicated, name of relevant Dealer:
[Not Applicable/ give name
U.S. Selling Restrictions:

[Reg. S Compliance Category [1/2]; TEFRA D/TEFRA C/TEFRA not applicable]

Additional selling restrictions:
[Not Applicable/ give details ]
Notes to be Section 128FA Compliant:
[Yes/No]

Approved Jurisdictions (marketing in EU member [Belgium] states only): [Czech Republic] [Denmark] [Finland] [France] [Germany] [Ireland] [Italy] [Luxembourg] [Netherlands] [Poland] [Portugal] [Spain] [Sweden] [United Kingdom]

OPERATIONAL INFORMATION

ISIN Code: [ ]
Common Code:

[ ]

Legal Entity Identifier (LEI): 549300S7GOEVR0EGFN47
Any clearing system(s) other than Euroclear and [ Give name(s) and number(s) Clearstream, Luxembourg:
Delivery: Delivery [against/free of] payment
Names and addresses of additional Paying Agent(s) [ ] (if any):
Registrar:
[ ] ( include in respect of Registered Notes only )
[Not applicable/ give details ]

A credit rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the relevant credit rating agency. Each rating should be evaluated independently of any other rating.

Rating:

receive the relevant document and anyone who receives the relevant document must not distribute it to any person who is not entitled to receive it.

Other notices:

[Not applicable/See Appendix (e.g. notice of appointment or termination of Dealer(s) to be given to the Principal Paying Agent and the Trustee by the Issuer in accordance with the provisions of the Agency Agreement.)]

LISTING APPLICATION

This Pricing Supplement comprises the final terms [required for issue and admission to trading on the Singapore Exchange Securities Trading Limited/specify relevant market] of the Notes described herein pursuant to the €2,000,000,000 Euro Medium Term Note Programme of Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928).

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed for

VICINITY CENTRES RE LTD

(in its capacity as responsible entity of Vicinity Centres Trust) by its attorney in the presence of:

Witness Signature Attorney Signature Print Name: Print Name:

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which (subject to modification and other than words (other than headings) in italics) will be incorporated by reference into each Global Note (as defined below), each Definitive Bearer Note (as defined below) and each Definitive Registered Note (as defined below), but, in the case of Definitive Bearer Notes and Definitive Registered Notes, only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such Definitive Bearer Note or Definitive Registered Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive Bearer Note and Definitive Registered Note. Reference should be made to “Applicable Pricing Supplement” for a description of the content of each Pricing Supplement which will specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Vicinity Centres RE Ltd (ACN 149 781 322) (in its capacity as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)) (the Issuer ) constituted by an Amended and Restated Trust Deed dated 7 March 2018 made between the Issuer, the Guarantors (as defined below) and The Bank of New York Mellon, London Branch (the Trustee , which expression shall include any successor as Trustee) (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed ).

References in these Terms and Conditions (these Conditions ) to the Notes shall be references to the Notes of this Series and shall mean:

(a) in relation to any Notes represented by a global Note (a Global Note ), units of each Specified Denomination in the Specified Currency;
(b) any Global Note in bearer form (each a Bearer Global Note );
(c) any Global Note in registered form (each a Registered Global Note );
(d) any definitive Notes in bearer form ( Definitive Bearer Notes and, together with Bearer Global Notes, the Bearer Notes ) issued in exchange for a Global Note in bearer form; and
(e) any definitive Notes in registered form ( Definitive Registered Notes and, together with Registered Global Notes, the Registered Notes ) (whether or not issued in exchange for a Global Note in registered form).

The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Amended and Restated Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement ) dated 7 March 2018 and made between the Issuer, the Guarantors, the Trustee, The Bank of New York Mellon, London Branch as principal paying agent (the Principal Paying Agent , which expression shall include any successor principal paying agent) and the other paying agents named therein (together with the Principal Paying Agent, the Paying Agents , which expression shall include any additional or successor paying agents), The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar (the Registrar , which expression shall include any successor registrar) and as transfer agent (a Transfer Agent and together with the other transfer agents named therein, the Transfer Agents , which expression shall include any additional or successor transfer agents).

Interest bearing Definitive Bearer Notes have interest coupons ( Coupons ) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons ( Talons ) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Bearer Notes repayable in instalments have receipts ( Receipts ) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes and Registered Notes do not have Receipts, Coupons or Talons attached on issue.

The payment of all amounts in respect of this Note has been 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), (the Initial Guarantors ), pursuant to the terms of a deed poll guarantee and indemnity entered into by the Initial Guarantors on 9

March 2016 (such deed as amended and/or supplemented and/or restated from time to time, the Guarantee ). The Guarantee contains provisions pursuant to which (i) additional entities may be added as Guarantors and (ii) such additional entities may be released as Guarantors from time to time. The Initial Guarantors and the entities added as guarantors, to the extent they have not been released as guarantors in accordance with the terms of the Guarantee, are together referred to as the Guarantors . Please refer to the deed poll guarantee for a description of the Guarantee.

The final terms for this Note (or the relevant provisions thereof) are set out in the Pricing Supplement attached to or endorsed on this Note which supplement these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References to the applicable Pricing Supplement are to the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders or holders in relation to any Notes, which expression shall mean, in the case of Bearer Notes, the holders of the Notes and, in the case of Registered Notes, the persons in whose name the Notes are registered and shall, in relation to any Notes represented by a Global Note, be construed as provided in Condition 1 ( Form Denomination and Title ) below), the holders of the Receipts (the Receiptholders ) and the holders of the Coupons (the Couponholders , which expression shall, unless the context otherwise requires, include the holders of the Talons) in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed, the Agency Agreement and the Guarantee are available for inspection following written request at all reasonable times during normal business hours at the principal place of business of the Trustee being at One Canada Square, London E14 5AL, United Kingdom and at the specified office of the Principal Paying Agent. Copies of the applicable Pricing Supplement are available for viewing at the registered office of the Issuer and the specified office of the Principal Paying Agent and copies may be obtained from those offices save that, if this Note is not listed on any stock exchange, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer, the Trustee and the relevant Paying Agent (or in the case of Registered Notes) the Registrar as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, are bound by and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement, the Guarantee and the applicable Pricing Supplement. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Guarantee, the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail.

In these Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

1. FORM, DENOMINATION AND TITLE

The Notes are issued either in bearer form or in registered form, as specified in the applicable Pricing Supplement and, in the case of Definitive Bearer Notes, serially numbered, in the currency (the Specified Currency ) and the denomination(s) ( Specified Denomination(s) ) specified in the applicable Pricing Supplement. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa .

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest

Basis shown in the applicable Pricing Supplement.

This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Pricing Supplement.

Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Conditions are not applicable.

Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to the Registered Notes will pass on registration of transfers in accordance with the Agency Agreement. The Issuer, the Guarantors, the Paying Agents, the Registrar (in the case of Registered Notes) and the Trustee will (except as ordered by a court of competent jurisdiction or as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV ( Euroclear ) and/or Clearstream Banking S.A. ( Clearstream, Luxembourg ), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Paying Agents, the Registrar (in the case of Registered Notes) and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent, the Registrar (in the case of Registered Notes) and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved by the Issuer, the Principal Paying Agent and the Trustee.

2. TRANSFER OF REGISTERED NOTES

2.1 Transfers of interests in Registered Global Notes

Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in another Registered Global Note only in the authorised denominations set out in the applicable Pricing Supplement and only in accordance with the rules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Agency Agreement. Transfers of a Registered Global Note registered in the name of a nominee of a

common depository for Euroclear and Clearstream, Luxembourg shall be limited to transfers of such Registered Global Note, in whole but not in part, to another nominee of Euroclear and Clearstream, Luxembourg (as the case may be) or to a successor of Euroclear and Clearstream, Luxembourg (as the case may be) or such successor’s nominee.

2.2 Transfers of Registered Notes in definitive form

Subject as provided in Condition 2.5 ( Closed Periods ) below, upon the terms and subject to the conditions set forth in the Agency Agreement, a Definitive Registered Note may be transferred in whole or in part (in the authorised denominations set out in the applicable Pricing Supplement). In order to effect any such transfer:

(a) the holder or holders must:
(i) surrender the Registered Note for registration of the transfer of the Registered Note (or the relevant part of the Registered Note) at the specified office of any Transfer Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing; and
(ii) complete and deposit such other certifications as may be required by the relevant Transfer Agent; and
(b) the relevant Transfer Agent must be satisfied with the documents of title and the identity of the person making the request.

Any such transfer will be subject to such regulations as the Issuer, the Trustee, the Principal Paying Agent and the Registrar may from time to time prescribe (the initial such regulations being set out in Schedule 4 to the Agency Agreement). Subject as provided above, the relevant Transfer Agent will, within ten business days (being for this purpose a day on which banks are open for business in the city where the specified office of the relevant Transfer Agent is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or procure the authentication and delivery of, at its specified office, to the transferee or (at the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a new Registered Note in definitive form of a like aggregate nominal amount to the Registered Note (or the relevant part of the Registered Note) transferred. In the case of the transfer of part only of a Registered Note in definitive form, a new Registered Note in definitive form in respect of the balance of the Registered Note not transferred will be so authenticated and delivered at the specified office of the relevant Transfer Agent or (at the risk of the transferor) sent to the transferor.

2.3 Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 7 ( Redemption and Purchase ), the Issuer shall not be required to register or procure registration of the transfer of any Registered Note, or part of a Registered Note, called for partial redemption.

2.4 Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer shall require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration.

2.5 Closed periods

No Noteholder may require the transfer of a Registered Note to be registered during the period of:

(a) 15 days ending on (and including) the due date for redemption of, or payment of any Instalment

Amount in respect of, that Note;

(b) 15 days before (and including) any date on which Notes may be called for redemption by the Issuer pursuant to Condition 7.3 ( Redemption at the option of the Issuer (Issuer Call) ); or
(c) 7 days ending on (and including) any Record Date (as defined in Condition 6.4 ( Payments in respect of Registered Notes )).

2.6 Exchanges and transfers of Registered Notes generally

Holders of Definitive Registered Notes may exchange such Notes for interests in a Registered Global Note of the same type at any time.

3. STATUS OF THE NOTES AND THE GUARANTEE IN RESPECT OF THE NOTES

3.1 Status of the Notes

The Notes and any related Receipts and Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) rank equally with all existing and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding.

3.2 Status of the Guarantee

The payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been guaranteed by the Guarantors pursuant to the Guarantee. The obligations of each Guarantor under the Guarantee are direct, unconditional, unsubordinated and unsecured obligations of each Guarantor and (save for certain obligations required to be preferred by law) rank equally with all existing and future unsecured and unsubordinated obligations of each Guarantor from time to time outstanding.

4. NEGATIVE PLEDGE AND FINANCIAL COVENANTS

4.1 Negative pledge

So long as any Note is outstanding, the Issuer must not create or allow to exist, and must ensure that no Guarantor or other member of the Group will create or allow to exist, an Encumbrance over its assets to secure Financial Indebtedness, other than a Permitted Encumbrance.

4.2 Financial Covenants

(a) Gearing ratio

The Issuer must ensure that, on each Calculation Date, Net Debt to Net Total Tangible Assets is not greater than 50 per cent.

(b) EBITDA ICR

The Issuer must ensure that, in respect of each Calculation Date, the ratio of EBITDA to Interest Expense for the Calculation Period ending on that Calculation Date is not less than 1.80 times.

For the purposes of this Condition 4.2, if after the Issue Date of the relevant Notes to which either or both of the financial covenants in this Condition 4.2 applies there is a change in Accounting Standards and the Issuer considers in good faith that the change has a material effect on the calculation of either or both of the financial covenants or the calculation of compliance with paragraph (h) of the definition of Permitted Encumbrance (including any relevant defined terms), then either:

(i) the Issuer may make appropriate modifications to the relevant financial covenant or, as applicable, paragraph (h) of the definition of Permitted Encumbrance (or any relevant defined term) to take into account those changes so that they have an effect as at the relevant Calculation Date which is comparable to their effect as at the relevant Issue Date, provided that substantially the same change is made to any equivalent financial covenant (in each case, including any relevant defined term) in the Principal Credit Documents; or
(ii) compliance with the relevant financial covenants or, as applicable, paragraph (h) of the definition of Permitted Encumbrance will be determined on the basis of Accounting Standards disregarding that change.

In these Conditions:

Accounting Standards mean, at any time, the generally accepted accounting principles and practices applying by law or otherwise generally accepted in Australia at that time, consistently applied;

Calculation Date means, so long as any Note is outstanding, each 30 June and 31 December falling after the Issue Date of such Notes;

Calculation Period means, in respect of a Calculation Date, the 12 month period ending on that Calculation Date;

Cash means, on any Calculation Date, the aggregate of cash and cash equivalent investments held by a member of the Group on that Calculation Date, as shown in the Financial Reports for that Calculation Date;

Consolidated Entity means, in respect of an Entity, each other Entity which it is required under Accounting Standards to be included in its consolidated financial reports (as defined in the Corporations Act), but excluding any non-wholly owned Wholesale Fund (and, for the avoidance of doubt, excluding any entity which acts as trustee, responsible entity, manager or custodian of any such Wholesale Fund, but only in its capacity as such);

Corporations Act means the Corporations Act 2001 (Cth);

EBITDA means, in respect of any period, the consolidated profit of the Group for that period plus (without double counting) the amount of any Tax, Interest Expense, depreciation and amortisation for that period to the extent deducted in arriving at that profit, all as shown in the Financial Reports for that period, but excluding any:

(a) asset revaluations;
(b) mark-to-market movements, including any fair value adjustments;
(c) contingent liabilities relating to certain one off stamp duty liabilities, up to an aggregate amount after 11 June 2015 of A$8 million;
(d) one off or non-recurring items; and
(e) stamp duty payable in connection with any acquisition of real property by a member of the Group (regardless of whether such entity was a member of the Group at the time of the acquisition) or in connection with any change in trustee or responsible entity of any trust or managed investment scheme which forms part of the Group;

Encumbrance means any security interest under the PPSA or any interest or power by way of (or having the effect of) security for the payment of a debt, any other monetary obligation or the performance of any other obligation, including:

(a) any mortgage, pledge, lien, charge, hypothecation or finance lease;

(b) any security or preferential interest or arrangement of any kind including, but not limited to, any retention of title, any deposit of money by way of security or which is subject to a "flawed asset" arrangement and any deposit of money in respect of which a right of set-off exists;
(c) any interest in any asset reserved in, created or arising in or over any of the above including, but not limited to, a bill of sale, trust or power; and
(d) any agreement to grant, create or allow to subsist any of the above;

Entity means any person, firm, company, corporation, government, state, agency, association, trust, managed investment scheme or partnership, whether or not having separate legal personality;

Excluded Indebtedness means:

(a) any Financial Indebtedness incurred (including, for the avoidance of doubt, the granting of a Funding Guarantee) by the Issuer or any wholly-owned member of the Group which is a Guarantor;
(b) any Financial Indebtedness owing by a wholly-owned member of the Group to any other whollyowned member of the Group; and
(c) any loan or other financial accommodation to the trustee of Victoria Gardens Retail Trust or other joint venture entity, provided that the aggregate of all amounts owing or contingently owing under all such loans and other financial accommodation does not, at any time, exceed A$150,000,000 or its equivalent in the currency of payment.

To avoid doubt, each of Vicinity Limited and the Issuer constitute wholly-owned members of the Group;

Financial Indebtedness means indebtedness (whether actual or contingent) in respect of money borrowed or raised or other financial accommodation. It includes indebtedness under or in respect of:

(a) a Funding Guarantee of other ‘Financial Indebtedness’;
(b) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(c) a finance lease;
(d) an interest rate or currency swap, futures or forward contract, cap, collar or floor or other derivative transaction (or an option to enter into any of them);
(e) an acceptance, endorsement or discounting arrangement;
(f) a redeemable share or redeemable stock;
(g) the deferred purchase price (for more than 90 days) of an asset or service; or
(h) any indemnity or reimbursement obligation with respect to any letter of credit, bank guarantee or similar instrument,

or an obligation to deliver assets or services paid for in advance by a financier or otherwise relating to a financing transaction;

Financial Report means the following consolidated financial reports and information in relation to the Group for each financial half year or financial year:

(a) a statement of comprehensive income;

(b) a balance sheet; and

together with any notes to those documents and any accompanying reports, statements, declarations and other documents or information attached to or intended to be read with any of them;

Funding Guarantee means an obligation or offer to provide funds (including by subscription or purchase) or otherwise be responsible in respect of an obligation or indebtedness, or the financial condition or insolvency, of another person. It includes a guarantee, indemnity, letter of credit or legally binding letter of comfort, or an obligation or offer to purchase an obligation or indebtedness of another person;

Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity and shall include any self-regulatory organisation established under statute or any stock or other securities exchange, listing authority or quotation system in respect of the Notes;

Group means Vicinity Limited (ACN 114 757 783) and Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928) and each of their respective Subsidiaries;

Interest means all interest and amounts in the nature of interest or of similar effect to interest according to Accounting Standards. It includes dividends on any share included as Financial Indebtedness, the interest component of rent under a finance lease or hire purchase arrangement, the discount and acceptance fee on bills of exchange, and line, commitment, letter of credit, guarantee and similar fees (but not unused line fees and establishment, arrangement and other upfront fees). For the avoidance of doubt, “Interest” does not include any expense that under the Accounting Standards would be taken into account for the purposes of determining the net operating income of any real property that is owned by a member of the Group;

Interest Expense means, for any period, all Interest paid or payable by the Group (on a consolidated basis) in that period. For the purposes of determining “Interest Expense”, any payments or receipts under Swap Agreements in respect of the applicable Interest paid or payable in a relevant period will be taken into account when determining Interest for the relevant period;

Net Debt means, on any Calculation Date, Total Debt on that Calculation Date less Cash on that Calculation Date. If Cash exceeds Total Debt on that Calculation Date, Net Debt will be taken to be zero;

Net Total Tangible Assets means, on any Calculation Date, Total Tangible Assets on that Calculation Date less Cash on that Calculation Date;

Permitted Encumbrance means:

(a) any lien over an asset which is created by operation of law (other than the PPSA) and which arises in the ordinary course of business where there is no default with respect to the obligations secured by the lien or those obligations are being, or within a reasonable time will be, contested in good faith or paid in full, including without limitation:
(i) a lien in favour of a Government Agency;
(ii) a possessory lien for the unpaid balance of moneys owing for work, repairs, warehousing, storage, delivery or other services;
(b) an Encumbrance which consists of an easement, right of way, encroachment, reservation, restriction or condition on any real property interest where such Encumbrance does not materially interfere with, or impair the operation, use or value of, the property affected;
(c) every lien or retention of title arrangement securing the unpaid balance of purchase money for property acquired in the ordinary course of business under an instalment contract on the supplier’s

standard terms where such unpaid balance is not yet due;

(d) every Encumbrance arising solely by operation of the PPSA in the proceeds of an asset which is the subject of a lien or retention of title arrangement referred to in paragraph (c) above or any commingled product or mass of which it becomes part, where the obligation secured by that Encumbrance is limited to the unpaid balance of the purchase money for the original asset and that unpaid balance is not yet due;
(e) any Encumbrance in relation to personal property that is created or provided for by:
(i) a transfer of an account or chattel paper;
(ii) a PPS lease (as defined in the PPSA); or
(iii) a commercial consignment,

that is not a security interest within the meaning of section 12(1) of the PPSA;

(f) the interest of the lessor in respect of assets subject to a lease to a member of the Group;
(g) any cash management, netting or set-off arrangement entered into by a member of the Group in the ordinary course of its banking arrangements; and
(h) any Encumbrance over all or any part of the assets of any member of the Group not otherwise permitted under paragraphs (a) to (g) above (each a Relevant Encumbrance ) where both of the following conditions are satisfied:
(i) the aggregate outstanding principal amount (in Australian dollars) of Priority Debt (without double counting) does not exceed 20 per cent. of Total Tangible Assets at any time; and
(ii) the ratio (expressed as a percentage) of Unencumbered Total Tangible Assets to Unsecured Debt is not less than 150 per cent. on any Calculation Date;

PPSA means the Personal Property Securities Act 2009 (Cth) and any corresponding regulations;

Principal Credit Document means any document (or documents) setting out the terms of any Principal Credit Facility. It includes any common provisions agreement (however described) in respect of any Principal Credit Facility;

Principal Credit Facility means, at any time, any bank lending arrangement or facility to which one or more members of the Group is or are a party and which constitutes a primary bank lending agreement or facility, or forms part of any primary group of bank lending agreement or facilities, of the Group at that time;

Priority Debt means at any time, any Financial Indebtedness of a member of the Group at that time which is either (or both):

(a) secured by one or more Relevant Encumbrances; or
(b) incurred by a Subsidiary of the Issuer or Vicinity Limited, unless that Financial Indebtedness is Excluded Indebtedness;

Relevant Encumbrance has the meaning given to that term in paragraph (h) of the definition of Permitted Encumbrance (being any Encumbrance over all or any part of the assets of any member of the Group not otherwise permitted under paragraphs (a) to (g) of the definition of Permitted Encumbrance);

Subsidiary means, in respect of an Entity ( First Entity ), each other Entity that is a Consolidated Entity of

the First Entity;

Swap Agreement means any interest, commodity or currency exchange, hedge, swap, option or future contract or other similar arrangement of any kind (including, without limitation, any forward exchange or purchase agreement) entered into by the Issuer or any Guarantor with a bank or financial institution;

Tax means all income tax, stamp duties, goods and services tax, interest withholding tax and other taxes, levies, imposts, deductions, charges and withholdings plus any interest, penalties, charges, fees or other amounts payable in respect of any of the foregoing;

Total Debt means, on any Calculation Date, total liabilities of members of the Group (on a consolidated basis) on that Calculation Date which under the Accounting Standards are regarded as interest bearing liabilities, as shown in the Financial Reports for that Calculation Date (but (A) adjusted for any deferred debt costs shown in those Financial Reports and (B) excluding, to the extent otherwise included, (i) mark to market valuations of such liabilities, including any fair value adjustments and (ii) to the extent any such liability is denominated in a currency other than Australian dollars and is hedged against the applicable foreign exchange rate, any change in the amount (translated into Australian dollars) of any such liability (or the portion of such liability which is hedged) where such change is due to changes in the applicable foreign exchange rate after that liability was hedged).

For the avoidance of doubt, if a member of the Group gives a guarantee of an interest bearing liability, the liability in respect of that guarantee will not be included when calculating “Total Debt” to the extent the principal amount guaranteed is included;

Total Tangible Assets means, at any time, total assets of members of the Group (on a consolidated basis) as at that time (and for a Calculation Date, as shown in the Financial Reports for that Calculation Date), other than assets which under the Accounting Standards are regarded as intangible assets (but, in each case, excluding mark to market valuations of derivatives entered into in respect of interest bearing liabilities);

Unencumbered Total Tangible Assets means, on any Calculation Date, the aggregate amount of Total Tangible Assets on that Calculation Date, excluding any assets included in the calculation of Total Tangible Assets on that Calculation Date over which one or more Relevant Encumbrances exists;

Unsecured Debt means, on any Calculation Date, Total Debt on that Calculation Date, excluding any liabilities included in the calculation of Total Debt which are secured by one or more Relevant Encumbrances;

Victoria Gardens Retail Trust means the Victoria Gardens Retail Trust constituted by the trust deed dated 6 August 2001; and

Wholesale Fund means the wholesale and retail property funds and mandates managed by a member of the Group.

5. INTEREST

5.1 Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the Broken Amount so specified.

As used in these Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Pricing Supplement, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.1 ( Interest on Fixed Rate Notes ):

(a) if “Actual/Actual (ICMA)” is specified in the applicable Pricing Supplement:
(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period ) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Pricing Supplement) that would occur in one calendar year; or
(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
- (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
- (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
(b) if “30/360” is specified in the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.

In these Conditions:

Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and

sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

5.2 Interest on Floating Rate Notes and Index Linked Interest Notes

(a) Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(i) the Specified Interest Payment Date(s) in each year specified in the applicable Pricing Supplement; or
(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date ) which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. In the Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

(A) in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii) ( Interest Payment Date ) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below of this Condition 5.2(a)(A) ( Interest Payment Dates ) shall apply mutatis mutandis or (b) in the case of (y) of this Condition 5.2(a) ( Interest Payment Dates ) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In these Conditions, Business Day means a day which is both:

(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Pricing Supplement; and
(b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System ) is open.
(b) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Pricing Supplement.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any). For the purposes of this subparagraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Principal Paying Agent under an interest rate swap transaction if the Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions ) and under which:

(A) the Floating Rate Option is as specified in the applicable Pricing Supplement;
(B) the Designated Maturity is a period specified in the applicable Pricing Supplement; and
(C) the relevant Reset Date is the day specified in the applicable Pricing Supplement

For the purposes of this subparagraph (i), Floating Rate , Calculation Agent Floating Rate Option , Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Pricing Supplement the Minimum Rate of Interest shall be deemed to be zero.

(ii) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

(A) the offered quotation; or
(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any), all as determined by the Principal Paying Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above of this Condition 5.2(b)(ii) ( Rate of Interest ), no such offered quotation appears or, in the case of (B) above of this Condition 5.2(b)(ii) ( Rate of Interest ), fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Pricing Supplement as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Pricing Supplement.

(c) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of Condition 5.2(b) ( Rate of Interest ) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of Condition 5.2(b) ( Rate of Interest ) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts

The Principal Paying Agent, in the case of Floating Rate Notes, the Calculation Agent, in the case of Index Linked Interest Notes or, in the case of Notes where another Paying Agent is specified in the relevant Pricing Supplement, such Paying Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent or, in the case of Notes where another Paying Agent is specified in the relevant Pricing Supplement, such Paying Agent will notify the Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Principal Paying Agent, the Calculation Agent or other Paying Agent, as specified in the relevant Pricing Supplement, as applicable, will calculate the amount of interest (the Interest Amount ) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

(A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount,

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such subunit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.2 ( Interest on Floating Rate Notes and Index Linked Notes ):

(i) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
(ii) if “Actual/365 (Fixed)” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;
(iii) if “Actual/365 (Sterling)” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(iv) if “Actual/360” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360;
(v) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1) Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi) if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1) Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;

(vii) if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1) Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(e) Notification of Rate of Interest and Interest Amounts

The Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 ( Notices ) as soon as possible after their determination but in no event later than the fourth Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will promptly be notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed, to the Trustee and to the Noteholders by the Principal Paying Agent in accordance with Condition 14 ( Notices ).

(f) Determination or Calculation by Trustee or its appointee

If for any reason at any relevant time the Principal Paying Agent, the Calculation Agent or any other Paying Agent (as specified in the relevant Pricing Supplement), as the case may be, defaults on its obligation to determine the Rate of Interest or the Principal Paying Agent defaults on its obligation to calculate any Interest Amount in accordance with Condition 5.2(b)(i) ( Rate of Interest ) above or Condition 5.2(b)(ii) ( Rate of Interest ) above or as otherwise specified in the applicable Pricing Supplement, as the case may be, and in each case in accordance with Condition 5.2(d) ( Determination of Rate of Interest and calculation of Interest Amounts ) above, the Trustee or its appointee shall be entitled (but not obliged) to (A) determine the Rate of Interest at such rate as, in the absolute discretion of the Trustee or, as the case may be, such appointee (having such regard as it shall think fit to the foregoing provisions of this Condition 5.2 ( Interest on Floating Rate Notes and Index Linked Interest Notes ), but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Pricing Supplement), it shall deem fair and reasonable in all the circumstances or, as the case may be, (B) calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances, and each such determination or calculation shall be deemed to have been made by the Principal Paying Agent, the Calculation Agent or such other Paying Agent (as specified in the relevant Pricing Supplement), as applicable, and the Trustee or, as applicable, its appointee shall not be liable to Noteholders, the Issuer, the Guarantors or any other person in the event that it determines any Rate of Interest or any Interest Amount(s) as aforesaid.

(g) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5.2 ( Interest on Floating Rate Notes and Index Linked Interest Notes ), whether by the Principal Paying Agent or, if applicable, the Calculation Agent or other Paying Agent (as specified in the relevant Pricing Supplement) or, if applicable, the Trustee or its appointee where Condition 5.2(f) ( Determination or Calculation by Trustee or its appointees ) applies, shall (in the absence of wilful misconduct, fraud or manifest error) be binding on the Issuer, the Guarantors, the Trustee, the Principal Paying Agent, the Registrar (if applicable), the Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful misconduct or fraud) no liability to the Issuer, the Guarantors, the Noteholders, the Receiptholders or the Couponholders shall attach to the Principal Paying Agent or, if applicable, the Calculation Agent or other Paying Agent (as specified in the relevant Pricing Supplement) or, if applicable, the Trustee or its appointee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.3 Interest on Dual Currency Interest Notes

The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Pricing Supplement.

5.4 Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Pricing Supplement.

5.5 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and
(b) as provided in the Trust Deed.

6. PAYMENTS

6.1 Method of payment

Subject as provided below:

(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively); and
(b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8 ( Taxation ) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue

Code of 1986 (the Code ) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof or (without prejudice to the provisions of Condition 8 ( Taxation )) any law implementing an intergovernmental approach thereto (any such withholding or deduction, a FATCA Withholding ).

6.2 Presentation of Definitive Bearer Notes, Receipts and Coupons

Payments of principal in respect of Definitive Bearer Notes will (subject as provided below) be made in the manner provided in Condition 6.1 ( Method of payment ) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Definitive Bearer Notes, and payments of interest in respect of Definitive Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used in these Conditions, means the United States of America (including the States and the District of Columbia and its possessions)).

Payments of instalments of principal (if any) in respect of Definitive Bearer Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6.1 ( Method of payment ) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the immediately preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6.1 ( Method of payment ) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Definitive Bearer Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the Definitive Bearer Note to which it appertains. Receipts presented without the Definitive Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

Fixed Rate Notes in definitive bearer form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) shall be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 3 years after the Relevant Date (as defined in Condition 8 ( Taxation )) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9 ( Prescription )) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case

may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer Note.

6.3 Payments in respect of Bearer Global Notes

Payments of principal and interest (if any) in respect of Bearer Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in this Condition 6 ( Payments ) in relation to Definitive Bearer Notes or otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of the Principal Paying Agent or any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note in bearer form, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it was presented.

6.4 Payments in respect of Registered Notes

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Registered Note (whether or not in global form) will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Note at the specified office of the Registrar. Such payments will be made by transfer to the Designated Account (as defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the register of holders of the Registered Notes maintained by the Registrar (the Register ) (i) where in global form, at the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) before the relevant due date and (ii) where in definitive form, at the close of business on the third business day (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar is located) before the relevant due date. Notwithstanding the previous sentence, if (a) a holder does not have a Designated Account or (b) the principal amount of the Notes held by a holder is less than €200,000 (or its approximate equivalent in any other Specified Currency), payment will instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined below). For these purposes, Designated Account means the account (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by a holder with a Designated Bank and identified as such in the Register and Designated Bank means (in the case of payment in a Specified Currency other than euro) a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively) and (in the case of a payment in euro) any bank which processes payments in euro.

Payments of interest and payments of instalments of principal (other than the final instalment) in respect of each Registered Note (whether or not in global form) will be made by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the business day in the city where the specified office of the Registrar is located immediately preceding the relevant due date to the holder (or the first named of joint holders) of the Registered Note appearing in the Register (i) where in global form, at the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) before the relevant due date and (ii) where in definitive form, at the close of business on the fifteenth day (whether or not such fifteenth day is a business day) before the relevant due date (the Record Date ) at his address shown in the Register on the Record Date and at his risk. Upon application of the holder to the specified office of the Registrar not less than three business days in the city where the specified office of the Registrar is located before the due date for any payment of interest in respect of a Registered Note, the payment may be made by transfer on the due date in the manner provided in the preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest (other than interest due on redemption) and instalments of principal (other than the final instalment) in respect of the Registered Notes which become payable to the holder who has made the initial application until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest due in respect of each Registered Note on redemption and the final instalment of principal will be made in the same manner as payment of the principal amount of such Registered Note.

Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Note as a result of a cheque posted in accordance with this

Condition 6.4 ( Payments in respect of Registered Notes ) arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such holders by the Registrar in respect of any payments of principal or interest in respect of the Registered Notes.

None of the Issuer, the Guarantors, the Trustee, the Paying Agents, the Transfer Agents, the Registrar or the Calculation Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

6.5 General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition 6.5 ( General provisions applicable to payments ), if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantors, adverse tax consequences to the Issuer or the Guarantors.

If payment cannot be made in accordance with this Condition 6.5 ( General provisions applicable to payments ) because appropriate account details have not been provided, the Issuer has no obligation to make the payment until the Paying Agent has received those details together with a claim for payment and evidence to its satisfaction of the entitlement of the payee. No interest or other amount will be payable in respect of the delay.

Except as provided in the Trust Deed, no person other than the Trustee shall be entitled to enforce any obligation of the Issuer or the Guarantors to make any payment in respect of the Notes.

6.6 Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 9 ( Prescription )) is:

(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
(i) in the case of Notes in definitive form only, the relevant place of presentation;

(ii) London or, if the location of the Principal Paying Agent is not London, the location of the Principal Paying Agent;
(iii) each Additional Financial Centre specified in the applicable Pricing Supplement; and
(b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

6.7 Interpretation of principal and interest

Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(a) any additional amounts which may be payable with respect to principal under Condition 8 ( Taxation ) or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
(b) the Final Redemption Amount of the Notes;
(c) the Early Redemption Amount of the Notes;
(d) the Optional Redemption Amount(s) (if any) of the Notes;
(e) in relation to Notes redeemable in instalments, the Instalment Amounts;
(f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 8.5 ( Redemption and Purchase – Early Redemption Amounts )); and
(g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in these Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 ( Taxation ) or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

7. REDEMPTION AND PURCHASE

7.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date specified in the applicable Pricing Supplement.

7.2 Redemption for tax reasons

Subject to Condition 7.5 ( Early Redemption Amounts ), the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than

30 days’ and not more than 60 days’ notice to the Trustee and the Principal Paying Agent and, in accordance with Condition 14 ( Notices ), the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that, as a result of any change in, or amendment to the laws or regulations of a Tax Jurisdiction (as defined in Condition 8 ( Taxation )) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 ( Taxation ) or any Guarantor would be unable for reasons outside their control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case, and such obligation cannot be avoided by the Issuer or, as the case may be, the relevant Guarantor taking reasonable measures available to them provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the relevant Guarantor, would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition 7.2 ( Redemption for tax reasons ), the Issuer shall deliver to the Trustee (i) a certificate signed by two Directors of the Issuer or, as the case may be, two Directors of the relevant Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the relevant Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event the same shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders.

Notes redeemed pursuant to this Condition 7.2 ( Redemption for tax reasons ) will be redeemed at their Early Redemption Amount referred to in Condition 7.5 ( Early Redemption Amounts ) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

7.3 Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified as being applicable in the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in the applicable Pricing Supplement to the Noteholders in accordance with Condition 14 ( Notices ) (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement. In the case of a partial redemption of Definitive Bearer Notes or Definitive Registered Notes, the Notes to be redeemed ( Redeemed Notes ) will be selected individually by lot, in the case of Redeemed Notes represented by Definitive Bearer Notes or Definitive Registered Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date ). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 ( Notices ) not less than 15 days prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this Condition 7.3 ( Redemption at the option of the Issuer (Issuer Call) ) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 14 ( Notices ) at least five days prior to the Selection Date.

7.4 Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified as being applicable in the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 14 ( Notices ) not less than the minimum period nor more than the maximum period of notice specified in the applicable Pricing Supplement, the Issuer will, upon the expiry of such notice, redeem such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. Registered Notes may be redeemed under this Condition 7.4 ( Redemption at the option of the Noteholders (Investor Put) ) in any multiple of their lowest Specified Denomination. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Pricing Supplement.

To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent (in the case of Definitive Bearer Notes) or the Registrar (in the case of Definitive Registered Notes) at any time during normal business hours of such Paying Agent or, as the case may be, the Registrar, falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or, as the case may be, the Registrar (a Put Notice ) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7.4 ( Redemption at the option of the Noteholders (Investor Put) ) and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an address to which a new Registered Note in respect of the balance of such Registered Notes is to be sent subject to and in accordance with the provisions of Condition 2.2 ( Transfers of Registered Notes in definitive form ). If this Note is a Definitive Bearer Note, the Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary, as the case may be, for them to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Principal Paying Agent for notation accordingly.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 7.4 ( Redemption at the option of the Noteholders (Investor Put) ) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 10 ( Events of Default ), in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 7.4 ( Redemption at the option of the Noteholders (Investor Put) ).

7.5 Early Redemption Amounts

For the purpose of Condition 7.2 ( Redemption for tax reasons ) above and Condition 10 ( Events of Default ), each Note will be redeemed at its Early Redemption Amount calculated as follows:

(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
(b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the

manner specified in, the applicable Pricing Supplement or, if no such amount or manner is so specified in the applicable Pricing Supplement, at its nominal amount; or

(c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount ) calculated in accordance with the following formula:

Early Redemption Amount = RP × (1 + AY) [y]

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

is the Day Count Fraction specified in the applicable Pricing Supplement which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365.

7.6 Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates specified in the applicable Pricing Supplement. In the case of early redemption, the Early Redemption Amount of Instalment Notes will be determined in the manner specified in the applicable Pricing Supplement.

7.7 Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Pricing Supplement.

7.8 Purchases

The Issuer, each Guarantor and any of their respective Subsidiaries may at any time purchase Notes (provided that, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) in any manner and at any price in the open market or otherwise. All such Notes must be surrendered to any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) for cancellation.

7.9 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 7.8 ( Purchases ) above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be reissued or resold.

7.10 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1 ( Redemption at maturity ), 7.2 ( Redemption for tax reasons ), 7.3 ( Redemption at the option of the Issuer (Issuer call) ) or 7.4 ( Redemption at the option of the Noteholders (Investor put) ) above or upon its becoming due and repayable as provided in Condition 10 ( Events of Default ) is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.5(c) ( Early Redemption Amounts ) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Principal Paying Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14 ( Notices ).

8. TAXATION

All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantors will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:

(a) presented for payment in any Tax Jurisdiction; or
(b) the holder of which is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the Trustee or the holder being an ‘associate’ for the purpose of and as defined in the Australian Tax Act or the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon or where the withholding or deduction could be avoided by the holder of a Note in definitive form complying, or procuring that any third party complied, with any statutory requirements or making, or procuring that a third party made, a declaration or any other statement including, but not limited to, a declaration of residence or nonresidence or other similar claim for exemption to the appropriate authority, Paying Agent, Issuer or Guarantor which such holder is legally capable and competent of making but fails to do so; or
(c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.6 ( Payment Day )).

For the avoidance of doubt, none of the Issuer, the Guarantors or any other person will be required to pay any additional amounts in respect of FATCA Withholding.

As used herein:

Australian Tax Act means the Income Assessment Acts of 1936 and 1997 of Australia;

Tax Jurisdiction means Australia or any political subdivision or any authority thereof or therein having power to tax; and

the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Principal Paying Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14 ( Notices ).

9. PRESCRIPTION

The Notes, Receipts and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8 ( Taxation )) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition 9 ( Prescription ) or Condition 6.2 ( Payments - Presentation of Definitive Bearer Notes, Receipts and Coupons ) or any Talon which would be void pursuant to Condition 6.2 ( Payments - Presentation of Definitive Bearer Notes, Receipts and Coupons ).

10. EVENTS OF DEFAULT AND ENFORCEMENT

10.1 Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice in writing to the Issuer and the Guarantors that each Note is, and each Note shall thereupon immediately become, due and repayable at its Early Redemption Amount, together with accrued interest as provided in the Trust Deed, if any of the following events (each an Event of Default ) shall occur:

(a) the Issuer fails to pay or repay any amount of principal or interest due in respect of the Notes when due and payable and does not remedy that failure within 7 Business Days in the case of principal and 14 Business Days in the case of interest;
(b) the Issuer or any Guarantor breaches, or fails to fully observe or perform, any of its material obligations or undertakings under or in connection with the Notes, the Trust Deed or the Guarantee and if, in the opinion of the Trustee, the breach or failure is capable of remedy, the breach or failure is not remedied within 30 days after the Issuer or such Guarantor receives notice requiring remedy of the breach or failure from the Trustee;
(c) any Financial Indebtedness of the Issuer and/or any Guarantor and/or any Material Subsidiary in an aggregate amount in excess of A$50,000,000 (or its equivalent in any other currency or currencies):
(i) becomes due and payable before the scheduled date for payment by reason of the occurrence of a default or event of default (however described); or
(ii) is not paid when due (after taking into account any originally applicable grace period);
(d) any Encumbrance is enforced against any asset or assets of the Issuer, a Guarantor, a Trust or a Material Subsidiary and the aggregate value of such asset or assets or the amount secured by the Encumbrance is greater than A$50,000,000 (or its equivalent in any other currency or currencies);
(e) a distress, attachment, execution or other process of a Government Agency is issued against, levied or entered upon any asset or assets of the Issuer, a Guarantor, a Trust or a Material Subsidiary in an aggregate amount exceeding A$50,000,000 (or its equivalent in any other currency or currencies) and is not set aside or satisfied within 30 days;
(f) the Issuer, a Guarantor or a Material Subsidiary is, or is presumed to be, insolvent (within the

meaning of the Corporations Act) or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend all or substantially all of its debts;

(g) a receiver, receiver and manager, administrative receiver, administrator or similar official is appointed to the Issuer, a Guarantor or a Material Subsidiary, unless the appointment is on terms approved by an Extraordinary Resolution of Noteholders;
(h) any of the following occur:
(i) an application is made and not stayed or set aside within 60 days or an order is made;
(ii) proceedings are commenced; or
(iii) a resolution is passed or proposed by the Issuer, such Guarantor or such Material Subsidiary,

for the winding up, dissolution, receivership or administration of the Issuer, any Guarantor or any Material Subsidiary (other than on terms approved by an Extraordinary Resolution of Noteholders);

(i) the Issuer, a Guarantor or a Material Subsidiary is deregistered, or any steps are taken to deregister the Issuer, a Guarantor or a Material Subsidiary, under the Corporations Act (to avoid doubt, excluding the deregistration of any Trust as a managed investment scheme), other than on terms approved by an Extraordinary Resolution of Noteholders;
(j) the Issuer, a Guarantor or a Material Subsidiary enters into or resolves to enter into any composition or compromise with, or assignment for the benefit of, any of its creditors or a moratorium is declared or comes into effect in respect of all or a substantial part of the debts of the Issuer, a Guarantor or a Material Subsidiary;
(k) the Issuer, a Guarantor or a Material Subsidiary merges with any person, or demergers, (including by way of a scheme of arrangement) other than:
(i) on terms approved by an Extraordinary Resolution of Noteholders); or
(ii) where entered into on a solvent basis and, in the case of the Issuer or a Guarantor, where the surviving Entity or Entities is or are incorporated in the same jurisdiction as the Issuer or that Guarantor (as applicable) and have or assume all of the obligations of the Issuer or that Guarantor (as applicable) under the Notes;
(l) a material provision of the Notes or a Transaction Document is illegal, void, voidable or unenforceable or is claimed to be so by the Issuer or a Guarantor;
(m) the Issuer or a Guarantor becomes entitled to or claims to be entitled to, terminate, rescind or avoid any material provision of the Notes or any Transaction Document to which it is a party;
(n) the execution, delivery or performance by the Issuer or a Guarantor of the Notes or any Transaction Document to which it is a party breaches or results in a contravention of any law;
(o) an order is made by any court for the removal of the Issuer or any Guarantor as trustee of any Trust of which it is now trustee or responsible entity or, in the case of any Trust of which the Issuer or a Guarantor is trustee or responsible entity, the Issuer or that Guarantor ceases to be a trustee or responsible entity and, in each case, is not replaced by another member of the Group or another person who, within 10 Business Days, assumes the obligations of the Issuer or that Guarantor (as applicable) under the Transaction Documents;

(p) any Trust is held or is conceded by its trustee or responsible entity not to have been constituted or to have been imperfectly constituted;
(q) the Issuer or a Guarantor that is a trustee or responsible entity of a Trust ceases to be authorised under the trust deed for that Trust to hold the property of that Trust in its name and to perform its obligations under the Transaction Documents to which it is a party (except as a result of the replacement of that trustee or responsible entity in accordance with clause 25 of the Trust Deed or clause 15 of the Guarantee);
(r) the Issuer or a Guarantor that is a trustee or responsible entity of any Trust ceases to be entitled to be indemnified in respect of liabilities under the Transaction Documents to which it is a party out of the assets of the Trust;
(s) a change is made to any trust deed for a Trust which adversely affects the validity or enforceability of a Transaction Document or the ability of the Issuer or any Guarantor to perform obligations under the Transaction Documents to which it is a party;
(t) in respect of any Trust there is at any time any further restriction or limitation or derogation from a trustee’s or responsible entity’s right of indemnity or that right of indemnity does not at any time have priority over the rights of beneficiaries of that Trust; or
(u) any event under the laws of any relevant jurisdiction having an analogous effect to any of the events referred to in Conditions 10.1(e), 10.1(f), 10.1(g), 10.1(h) or 10.1(i) ( Events of Default ) above.

As used in these Conditions:

Material Subsidiary means any member of the Group which directly holds more than five per cent. of the Total Tangible Assets of the Group (as determined at any time by reference to the then most recent publicly available financial reports of the Group). To avoid doubt, units and shares held by a member of the Group (the Relevant Member ) in, and receivables owing to the Relevant Member by, another member of the Group will not be included when determining the Total Tangible Assets which are directly held by the Relevant Member;

Transaction Document means each of the Trust Deed, the Agency Agreement and the Guarantee; and

Trust means Vicinity Centres Trust (ARSN 104 931 928) and each trust or registered managed investment scheme:

(a) listed in schedule 1 to the Guarantee; or
(b) listed in any accession deed poll executed and delivered under clause 14 of the Guarantee,

unless the trustee or responsible entity of a trust or registered managed investment scheme referred to in paragraph (a) or (b) has, in its capacity as such, ceased to be a party to the Guarantee, other than in connection with a replacement of that trustee or responsible entity in accordance with clause 15 of the Guarantee.

10.2 Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Guarantee, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Guarantee, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least

25 per cent. in principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

11. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent, or as the case may be, the Registrar, upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity and/or security as the Issuer, the Principal Paying Agent or the Registrar may require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12. PAYING AGENTS AND REGISTRAR

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of the Registrar or any Paying Agent and/or appoint additional or other Paying Agents, Registrar or Transfer Agents, provided that:

(a) there will at all times be a Principal Paying Agent and a Registrar;
(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) so long as any Notes are listed on the Singapore Exchange Securities Trading Limited (the SGXST ) and the rules of the SGX-ST so require the Issuer shall appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Note is exchanged for definitive Notes. In addition, in the event that the Global Note is exchanged for definitive Notes, announcement of such exchange shall be made by or on behalf of the Issuer through the SGX-ST and such announcement will include all material information with respect to the delivery of the definitive Notes, including details of the paying agent in Singapore.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 ( General provisions applicable to payments ). Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 14 ( Notices ).

In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer, the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to be the successor paying agent.

13. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest

due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9 ( Prescription ).

14. NOTICES

All notices regarding Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper having general circulation in Asia (which is expected to be the Asian Wall Street Journal). The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Registered Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes). Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Principal Paying Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Principal Paying Agent, the Registrar and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including among other things the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, any Guarantor or the Trustee and shall be convened by the Trustee if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes of any Series for the time being remaining outstanding and subject to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction against all costs and expenses. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons, the Guarantee or the Trust Deed (including, but not limited to, reducing or cancelling the amount payable or, in certain circumstances, modifying the method of calculating

the amount payable or modifying the date of payment or, where applicable, the method of calculating the date of payment in respect of any principal or interest in respect of the Notes or the Guarantee, altering the currency in which payments under the Notes, Coupons or Guarantee are to be made, altering the majority required to pass an Extraordinary Resolution and altering the terms of the Guarantee), the quorum shall be one or more persons holding or representing not less than 66.67 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.

In addition, a resolution in writing signed by or on behalf of Noteholders of not less than 75 per cent. in principal amount of the Notes who for the time being are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

The Trustee may (but shall not be obliged to) agree, without the consent of the Noteholders, Receiptholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes, the Agency Agreement, the Trust Deed or the Guarantee, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may (but shall not be obliged to) agree, without any such consent as aforesaid, to any modification which in its opinion is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of law. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee shall otherwise agree, any such modification shall be notified to the Noteholders in accordance with Condition 14 ( Notices ) as soon as practicable thereafter.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in Condition 8 ( Taxation ) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 8 ( Taxation ) pursuant to the Trust Deed.

The Trustee may (but is not obliged to), without the consent of the Noteholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition 15 ( Meetings of Noteholders, Modification and Waiver )) as the principal debtor under the Notes, the Receipts, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer or any Guarantor, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Guarantors, (b) the Trustee being satisfied in its discretion that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Trust Deed being complied with.

In relation to any proposed modification or revocation of the Guarantee, the Trustee shall act on the instructions of the Noteholders in approving or not approving such modification or revocation. Any such approval shall require an Extraordinary Resolution of the Noteholders. For these purposes, the Trustee shall only be required to obtain such instructions or approval from the Noteholders of all Series together as a class, and not from the Noteholders of each issue, Tranche or Series of Notes separately. Notwithstanding the foregoing, in no case need the Trustee have regard to the effect on individual Noteholders,

Couponholders or Receiptholders of such modification or revocation or of any action taken or not taken with respect thereto.

16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia , (a) to enter into business transactions with the Issuer and/or any Guarantor and/or any person or body corporate associated with the Issuer or any Guarantor and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any Guarantor and/or any person or body corporate associated with the Issuer or any Guarantor, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders and (c) to retain and not be liable to account for any profit made or share of brokerage or commission or remuneration or any other amount or benefit received thereby or in connection therewith.

17. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION

19.1 Governing law

The Trust Deed, the Agency Agreement, the Notes, the Receipts, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed, the Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and construed in accordance with, English law.

The Guarantee is governed by, and construed in accordance with, the laws of the State of Victoria and applicable laws of the Commonwealth of Australia.

19.2 Submission to jurisdiction

(a) Subject to Condition 19.2(c) ( Submission to jurisdiction ) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons (a Dispute ) and accordingly each of the Issuer and the Guarantors in relation to any Dispute submit to the exclusive jurisdiction of the English courts.

(b) For the purposes of this Condition 19.2 ( Submission to jurisdiction ), the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
(c) To the extent allowed by law, the Trustee, the Noteholders, the Receiptholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

19.3 Appointment of Process Agent

Each of the Issuer and the Guarantors have irrevocably appointed Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Law Debenture Corporate Services Limited being unable or unwilling for any reason so to act, it will promptly appoint another person as its agent for service of process in England in respect of any Dispute and will notify the Trustee in writing of the name and address of such new agent for service of process. Each of the Issuer and the Guarantors have agreed that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

19.4 Other documents

The Issuer and the Guarantors have in the Trust Deed and the Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. The Guarantors have in the Guarantee submitted to the jurisdiction of the courts of the State of Victoria.

USE OF PROCEEDS

The Issuer intends to use the net proceeds raised from each issue of Notes under the Programme for its general corporate purposes.

The foregoing represents the Issuer’s intended use of the net proceeds of each issue of Notes under the Programme based upon its plans and estimates regarding its anticipated expenditures as of date of this Offering Circular. Actual expenditures may vary and the Issuer may find it necessary or advisable to use the net proceeds of a particular issue of Notes for other purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Pricing Supplement.

SUMMARY FINANCIAL INFORMATION OF THE GROUP

This section presents selected summary consolidated historical financial information of the Group as of the dates and for each of the periods indicated.

The summary interim financial information for the half-years ended 31 December 2017 and 31 December 2016 has been derived from the Group's 31 December 2017 and 31 December 2016 unaudited interim consolidated financial reports, which were reviewed by Ernst & Young.

The summary financial information for the financial years ended 30 June 2017 and 30 June 2016 has been derived from the Group's 30 June 2017 and 30 June 2016 audited consolidated financial reports, which were audited by Ernst & Young.

The summary financial information presented for all periods should be read in conjunction with such published audited or reviewed financial reports and the notes thereto, incorporated by reference in this Offering Circular. All figures are presented in Australian dollars, rounded off to the closest tenth of a million Australian dollars, unless stated otherwise.

The profit or loss related financial information has been presented on a segment basis, prepared in accordance with AASB 8 Operating Segments . This means the information is presented on the same basis as the information that is used to assess performance for internal reporting purposes (segment performance). Segment performance is assessed based on funds from operations ( FFO ), which is calculated as statutory net profit under Australian Accounting Standards, adjusted for fair value movements, certain unrealised and non-cash items, and other items that are not in the ordinary course of business or capital in nature. FFO is determined in accordance with guidelines published by the Property Council of Australia. The Group’s operating segments are as follows:

Property Investment: comprises net property income derived from investment in retail property; and
Strategic Partnerships: represents fee income from:
Property management, development and leasing for joint owners and other third parties; and
Property management, development, leasing and funds management for wholesale property funds.

The reconciliations of FFO to statutory net profit for each period have also been shown.

Consolidated Balance Sheets

	As at	As at	As at	As at
	31-Dec-17	30-Jun-17	31-Dec-16	30-Jun-16
	A$m	A$m	A$m	A$m
Current assets
Cash and cash equivalents	45.4	42.2	79.6	52.8
Receivables and other assets	100.5	88.3	109.0	105.5
Investment properties held for sale	41.7	33.5	-	232.1
Deposit paid - Sydney CBD asset swap	27.8	-	-	-
Financial assets carried at fair value through profit or loss	-	4.3	3.6	3.6
Derivative financial instruments	-	-	16.7	15.6
Total current assets	215.4	168.3	208.9	409.6

Non-current assets held for sale - Sydney CBD asset swap(1)	1,121.2	-	-	-
Non-current assets
Investment properties	15,044.1	15,633.5	15,037.0	14,426.6
Investments accounted for using the equity method	90.9	88.0	82.0	80.5
Intangible assets	597.2	599.4	600.8	602.4
Plant and equipment	14.2	14.5	11.9	13.8
Derivative financial instruments	57.2	68.3	90.9	112.2
Deferred tax assets	84.3	84.3	84.3	84.3
Receivables and other assets	7.5	2.5	2.6	120.1
Total non-current assets	15,895.4	16,490.5	15,909.5	15,439.9
Total assets	17,232.0	16,658.8	16,118.4	15,849.5
Current liabilities
Interest bearing liabilities	100.0	-	194.4	193.1
Distribution payable	313.6	340.4	344.4	352.3
Payables and other financial liabilities	157.0	209.6	212.4	237.8
Provisions	67.0	78.5	73.6	85.8
Derivative financial instruments	0.8	2.3	2.4	-
Total current liabilities	638.4	630.8	827.2	869.0
Non-current liabilities
Interest bearing liabilities	4,243.5	3,893.7	3,549.4	3,749.1
Other financial liabilities	203.8	202.7	201.6	200.4
Provisions	7.3	7.8	5.5	2.3
Derivative financial instruments	178.8	176.1	122.9	179.7
Total non-current liabilities	4,633.4	4,280.3	3,879.4	4,131.5
Total liabilities	5,271.8	4,911.1	4,706.6	5,000.5
Net assets	11,960.2	11,747.7	11,411.8	10,849.0
Equity
Contributed equity	8,262.4	8,493.2	8,493.2	8,493.2
Share based payment reserve	5.6	4.6	3.1	4.7
Retainedprofits	3,692.2	3,249.9	2,915.5	2,351.1
Total equity	11,960.2	11,747.7	11,411.8	10,849.0

Note:

(1) Represents the Group’s investment in Chatswood Chase Sydney. As announced on 6 November 2017, the Group has entered into contracts to exchange a 49 per cent. interest in Chatswood Chase Sydney for 50 per cent. interests in GIC's Queen Victoria Building, The Galeries and The Strand Arcade. Further information can be found in Note 2(f) of the 31 December 2017 interim consolidated financial report.

100

Consolidated profit and loss related financial information (presented on a segment basis)

	Half year to	Full year to	Half year to	Full year to
	31-Dec-17	30-Jun-17(A)	31-Dec-16(A)	30-Jun-16(A)
	A$m	A$m	A$m	A$m
Property investment segment
Net property income (NPI)	447.9	887.8	446.4	935.6
*Strategic partnerships segment*
Property management, development and leasing fees	30.9	56.3	29.3	56.3
Funds management fees	4.6	9.7	4.8	9.8
Total segment income	483.4	953.8	480.5	1,001.7
Corporate overheads (net of internal property management fees)	(36.0)	(74.9)	(37.1)	(80.8)
Net interest expense	(89.7)	(166.0)	(82.7)	(181.4)
Funds from operations(FFO)	357.7	712.9	360.7	739.5
*Reconciliation to statutory net profit*
Property revaluation increments for directly owned properties1	417.0	906.7	546.8	733.0
Non-distributable gain relating to equity accounted investments1	1.0	9.1	1.5	(15.6)
Amortisation of static lease incentives2	(6.9)	(11.3)	(5.2)	(10.2)
Amortisation of other project items2	(9.7)	(16.8)	(7.8)	(22.4)
Straight-lining of rent adjustment3	11.6	16.8	1.6	4.8
Stamp duty and other costs written off on acquisition of investment properties	-	(9.9)	(2.1)	(20.1)
Net mark-to-market movement on derivatives4	(12.3)	(55.1)	34.1	(147.5)
Net foreign exchange movement on interest bearing liabilities	0.5	60.7	3.1	42.4
Integration costs5	-	(26.7)	(20.5)	(41.1)
Impairment and amortisation of intangible assets6	(2.2)	(3.0)	(1.6)	(298.3)
Other non-distributable items	(0.8)	0.2	(1.8)	(3.6)
Netprofit after tax	755.9	1,583.6	908.8	960.9

Note:

(A) Prior to 1 July 2017, segment performance was assessed based on Underlying Earnings which was calculated as FFO plus rent lost from undertaking developments. Accordingly, the comparative information for the full year to 30 June 2017, full year to 30 June 2016 and half year to 31 December 2016 has been restated from Underlying Earnings to FFO.

The material adjustments to net profit to arrive at FFO and reasons for their exclusion, which are in accordance with the guidelines published by the Property Council of Australia, are described below:

FFO excludes non-distributable fair value movements relating to directly owned investment properties and equity accounted investments.
Certain payments such as lease incentives relating to investment properties are capitalised to investment properties. Amortisation of these items is then recognised as a non-cash expense in accordance with Australian Accounting Standards and excluded from FFO.
Straight-lining of rental revenue, which is required by Australian Accounting Standards, is an unrealised non-cash amount and excluded from FFO.
Fair value movements in derivatives comprise mark-to-market movements required by Australian Accounting Standards for valuation purposes, including realised and unrealised amounts and are excluded from FFO.
The Group incurred costs in the prior period in relation to integration activities following the merger of Federation Centres and Novion Property Group on 11 June 2015. These have been excluded from FFO. Further information on the merger can be found in the Group’s 30 June 2015 and 30 June 2016 financial reports.
FFO excludes non-cash charges relating to intangible assets.

101

DESCRIPTION OF THE ISSUER

The Issuer is Vicinity Centres RE Ltd in its capacity as the responsible entity of Vicinity Centres Trust (ARSN 104 931 928). Vicinity Centres Trust forms part of the stapled group known as Vicinity Centres, which comprises Vicinity Centres Trust and Vicinity Limited (ACN 114 757 783).

102

DESCRIPTION OF THE GROUP

Overview of the Group

The Group is one of Australia’s leading retail property groups with a fully integrated asset management platform. The Group's strategic focus is to create long-term value and sustainable growth by owning, managing and developing quality Australian assets across the retail spectrum. The Group was formed following the merger of two major retail property groups, Federation Centres and Novion Property Group, in June 2015.

The Group's strategic focus is to create long-term value and sustainable growth by owning, managing and developing quality Australian assets across the retail spectrum (see " Description of the Group - Strategy " for more information). This is underpinned by the following investment principles:

Maintaining a simple and transparent business model with a single sector focus;
Investing in quality Australian assets across the retail spectrum;
Maintaining a strong balance sheet;
Maintaining an efficient cost structure; and
Establishing clear financial objectives at the corporate and asset level.

The Group believes its competitive strengths are:

Its ability to generate strong and stable cash flows, which are supported by its high quality asset portfolio and tenant base;
Its strong balance sheet and diversified debt profile;
Its leading approach to sustainability; and
Being a significant owner and manager of Australian retail assets with a well-diversified portfolio.

With a market capitalisation of approximately A$9.6 billion as at the close of trading on 28 February 2018, the Group is a top-50 entity on the Australian Securities Exchange ( ASX ) (ASX:VCX) and the second largest Australian-retail focused Australian Real Estate Investment Trust ( A-REIT ) by market capitalisation. As at 31 December 2017, the Group had 82 retail assets under management across Australia with a fair value of over A$26.1 billion (based on the market value of the relevant retail asset as determined by independent (external) valuers or internal valuations). In the 12 months ended 31 December 2017, the Group generated retail sales of A$17.8 billion across approximately 2.8 million square metres ( sqm ) of gross lettable area. The scale and diversity of the Group's managed portfolio enables it to strengthen and grow its partnerships with key domestic, international and luxury retailers.

Of the 82 retail assets under management, the Group has an ownership interest in 74 of these retail assets (the Direct Portfolio ) which is valued at approximately A$16.1 billion as at 31 December 2017. Well-diversified by geographic and retail sub-sector exposure, the Direct Portfolio generated retail sales of A$16.4 billion across 2.6 million sqm of gross lettable area in the 12 months ended 31 December 2017.

The following table sets out key statistics of the Group's property portfolio as at 31 December 2017 or for the 12 months ended 31 December 2017.[(1) ]

Direct Portfolio	Managed
Wholly		Total assets
	Third party /	under
owned Co-owned Total	co-owned	management
Number of retail assets (2) 47 27 74 8/27 82 Gross lettable area (000’s) (sqm) 1,184 1,376 2,560 227 2,787 Number of tenants 3,732 3,766 7,498 663 8,161 Annual retail sales (A$m) 7,931 8,481 16,412 1,404 17,816 Total value(A$m) (2), (3), (4) 8,315 7,785 16,099 1,466/8,545 26,111

Notes:

(1) Includes the DFO Brisbane business.

(2) Includes DFO Perth (under construction).

(3) Reflects ownership share in investment properties and equity-accounted investments.

(4) Fair value based on the market value as determined by independent (external) valuers or internal valuations

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The Group has a corporate credit rating of ‘A/Stable’ from Standard & Poor’s, and ‘A2/stable’ from Moody’s Investor Services.

More information on the Group's business can be found on the Group's website www.vicinity.com.au

Corporate Structure

The Group is an A-REIT listed on the ASX under the code ‘VCX’. Each stapled security of the Group comprises one unit in Vicinity Centres Trust stapled to one ordinary share in Vicinity Limited. Vicinity Centres RE Ltd, the responsible entity of Vicinity Centres Trust, is a wholly owned subsidiary of Vicinity Limited.

Vicinity Centres Trust is a managed investment scheme registered under Chapter 5C of the Corporations Act and holds trust property, which comprises the Direct Portfolio.

A simplified corporate structure of the Group is set out below.

Strategy

Create long-term value and sustainable growth

The Group's strategic focus is to create long-term value and sustainable growth by owning, managing and developing quality Australian assets across the retail spectrum. A key component of the Group's strategy is to continually improve the quality of rental income received from retail assets, which is the Group's primary revenue stream. The Group intends to achieve this by improving the performance of its assets through intensive asset management and development, and by improving the quality of the Group's asset portfolio composition through acquisitions and divestments. In addition, the Group generates fees for providing funds management and asset management services to a range of wholesale funds and joint venture partners (together, the strategic partners ).

Improving portfolio quality through developing and refurbishing assets to attract retailers and consumers

The Group plans and develops its retail assets to meet the needs of local communities and to enhance the experience for retailers and consumers. The Group's intensive asset management approach focuses on creating an exceptional retail experience while optimising the operational performance of each asset.

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The quality and scale of the Group’s asset portfolio allows the Group to attract leading national and international retailers. Together with undertaking regular development and refurbishment of assets, the Group is able to revitalise retail offerings in its centres through introducing the latest retailers and concepts and adapting to changing customer preferences.

Maintain investment grade credit rating and diverse debt profile

Having access to a diverse range of capital sources, including debt, equity and strategic partner investment, is a key enabler for the Group to achieve sustainable growth. A strong and conservative capital structure enables the Group to invest in existing assets and new opportunities through the property cycle. Accordingly, the Group is focused on maintaining a strong investment grade credit rating, modest gearing, diverse debt sources and a staggered maturity profile. The Group's strategic partners provide an additional source of capital, generate incremental revenue through funds management and asset management services, and support acquisition opportunities which are means of mitigating asset-specific risk.

Maintain a highly qualified workforce and embrace digital technology

The successful delivery of the Group's business strategy is supported by its experienced management and employees, its digital vision and strong focus on operational efficiency and excellence. The Group is committed to maintaining a highly qualified and engaged workforce, and embracing digital technology so as to better inform the Group's short and long term decision making, to enhance consumer and retailer experiences, and to improve operational performance and efficiencies.

Selectively develop land holdings surrounding existing centres

The Group has a material amount of land surrounding many of its shopping centres. In February 2018, the Group announced as part of its FY18 interim results that it is reviewing how these land holdings could support additional mixed-use opportunities. The Group will provide an update on this review by mid-2018. In considering such opportunities, the Group will take into account the following investment principles:

maintaining balance sheet strength;
the proposed mixed-use development to preserve and complement the existing shopping centre while retaining the flexibility for retail master planning and maximising the value of the site; and
rent to remain the primary revenue source for the Group but potential for new income streams from mixed-use development.

Competitive Strengths

Strong and Stable Cash Flow Generation

The Group generates strong and stable cash flows, which are supported by its high quality asset portfolio and tenant base.

The Group's asset portfolio is well-diversified by type and location with scale and relevance across all major retail asset classes across Australia. The Group's asset portfolio has exhibited consistently high occupancy, with greater than 98 per cent. occupancy maintained in the past 10 years. In addition, relatively moderate specialty occupancy costs help provide sustainability of income and potential for growth.

The Group's stable cash flow generation is supported by a high quality tenant base. With the Group’s direct and managed portfolio consisting of over 8,100 leases across 2.8 million sqm of gross lettable area, the Group is one of Australia’s largest retail landlords with significant relevance and strategic importance to retailers seeking access to a diverse range of consumer segments and markets. Moreover, the Group is the largest landlord by number of stores to Australia’s two leading retailer groups, Woolworths Limited (rated Baa2 by Moody’s and BBB by Standard & Poor’s) and Wesfarmers (rated A3 by Moody’s and A- by Standard & Poor’s).

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The table below details the Group's top 10 retailer and retail group tenants as at 31 December 2017.


Top 10 retailers	Top 10 retail groups

Rank Retailer Retailer type Number of stores % of rent	Rank Retailer Number of leases % of rent Brands
1 Supermarket 49 4.3 2 Supermarket 44 3.7 3 Discount department store 29 3.0 4 Department store 10 2.2 5 Department store 4 2.2 6 Discount department store 20 1.7 7 Discount department store 19 1.6 8 Specialty/Mini major 32 0.8 9 Specialty/ATM 33 0.7 10 Mini major 30 0.7	1 124 9.3 Coles, First Choice Liquor, Kmart, Liquorland, Target, Vintage Cellars 2 97 5.8 Big W, BWS, Dan Murphy’s, Food For Less, Woolworths, Woolworths Liquor, Woolworths Petrol 3 36 3.1 Country Road, David Jones, Mimco, Politix, Trenery, Witchery 4 16 2.3 Marcs, Myer, Sass & Bide 5 122 1.5 Dotti, Jacqui E, Jay Jays, Just Jeans, Peter Alexander, Portmans, Smiggle 6 83 1.1 Cotton On, Cotton On Body, Cotton On Kids, Cotton On Mega, Factorie, Rubi Shoes, Supre, Typo 7 113 1.0 Autograph, City Chic, Crossroads, Katies, Millers Fashion Club, Rivers 8 167 0.9 BankWest, Commonwealth Bank 9 137 0.9 Bank of Melbourne, Bank of South Australia, St George Bank, Westpac 10 32 0.8 Priceline, Priceline Pharmacy
Top 10 total 270 20.9	Top 10 total 927 26.7

Balance Sheet Strength

The Group has a strong and conservative capital structure with appropriate liquidity, a strong balance sheet, a diversified debt profile (by source and tenor) and a modest target gearing range of 25 to 35 per cent. The Group's key debt metrics as at 31 December 2017 are shown below.

	31 December 2017

Weighted average interest rate (%)(1) 4.3
Weighted average debt duration (years)(2) 4.8
Gearing (%)(3) 26.6
Interest coverage ratio (x)(4) 5.4
Proportion of debt hedged (%)(5) 82

Notes:

(1) The average over the reporting period and inclusive of margin, drawn line fees and establishment fees. (2) Based on facility limits.

(3) Calculated as: Drawn debt net of cash/Total tangible assets excluding cash, derivative financial assets and finance lease assets. (4) Calculated as: EBITDA / Interest Expense

(5) Calculated as: Fixed rate debt and interest rate swaps / Drawn debt

Leading Approach to Sustainability

The Group is focused on generating superior economic, environmental and social outcomes throughout its business and across the entire shopping centre management process, having the right governance protocols in place and targeting best practice systems and processes. In September 2017, the Group's approach to sustainability was recognised as one of the best globally. The Group's 2017 submission to Global Real Estate Sustainability Benchmark

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was ranked top in Australia and the Asia Pacific region and fourth globally amongst listed and unlisted retail property groups. Additionally CDP (formally known as the Carbon Disclosure Project ) rated the Group's 2017 submission as ‘A-’ reflecting “Leadership” in the Group's approach to addressing the impacts of climate change. Further, the Dow Jones Sustainability Index ranked the Group in the top five per cent. of more than 150 property companies globally in its 2018 Sustainability Yearbook.

The Group’s sustainability accolades are also driven by its focus on reducing the resource intensity of its assets and improving management practices. In 2017, the Group's entire portfolio achieved a Green Star Performance portfolio rating of 3 Stars, the highest portfolio rating in Australia and the largest portfolio to achieve such a rating. In 2017, the Group's portfolio:

reduced its carbon emissions intensity (measured in terms of emissions per sqm) by eight per cent.;
reduced its energy intensity by six per cent.; and
diverted 36 per cent. of waste from landfill.

In late 2017, the Group completed a climate resilience assessment on the majority of its assets classified as having a higher exposure to climate-related risks, the findings of which are being used to strengthen the operating practices of the identified assets. Furthermore, the Group has a comprehensive integrated energy program that will significantly reduce its reliance on the electricity grid, materially reducing costs and carbon emissions in the long term. Given the surface area and locations of the Group’s assets, solar generation will be a key element in achieving this.

More comprehensive information on the Group's approach towards sustainability can be found at http://sustainability.vicinity.com.au.

Significant Owner and Manager of Australian Retail Assets with a Well-Diversified Portfolio

The Group is one of Australia’s leading real estate investment trusts and a significant owner and manager across the spectrum of Australian retail assets, which is diversified by retail asset type, geographic location and tenant mix.

The diagram below shows the Group's Direct Portfolio mix by centre type and geographical location as at 31 December 2017.

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The Group's Direct Portfolio has a diversified tenant mix with a balanced exposure to discretionary and nondiscretionary retail spending. For the 12 month period ended 31 December 2017, approximately 54 per cent. of total retail sales were derived from anchor tenants (which comprised of supermarkets, department stores, discount department stores and mini majors). Within this, 28 per cent. of retail sales come from non-discretionary supermarket sales.

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Specialty stores provide 55 per cent. of the Group's rental income for the 12 month period ended 31 December 2017. The pie charts below show the Group’s Direct Portfolio mix of tenants by sales and rent.

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

Tenant mix (by moving annual turnover) Tenant mix (by rent) [ (1)]
Specialty
Specialty
Department stores Department stores
stores 38% stores
55%
5% 5%
Other retail
7%
Other retail
14%
Discount
department
stores Discount
10% department
stores
Supermarkets
Mini majors 6%
11% 28% Mini majors Supermarkets
11%
9%
----- End of picture text -----

Note: (1) Rent from non-retail stores, which are non-sales reporting, is included in ‘Other retail’.

The Group is the fifth largest ASX-listed A-REIT and an ASX top-50 listed entity based on a market capitalisation of A$9.6 billion as at the close of trading on 28 February 2018. The table below ranks A-REITs by market capitalisation (in A$ billion) as at close of trading on 28 February 2018.

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Review of Operations and Recent Performance

The following section on operational performance focuses on the performance of the 74 assets in the Group's Direct Portfolio. Data in this section relates to performance for the six months ended 31 December 2017.

Net Property Income

The Direct Portfolio achieved 1.0 per cent. growth in net property income on a comparable basis[1] for the six months ended 31 December 2017. Comparable NPI growth was impacted by pre-development centres[2] . Excluding these centres, comparable NPI growth was 2.3 per cent.

1 Excludes acquisitions, divestments and development-impacted centres and is calculated on a like-for-like basis versus the prior corresponding period.

2 Pre-development centres are Bankstown Central, Chatswood Chase Sydney, Galleria, QueensPlaza and The Myer Centre Brisbane.

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Retail Sales

Retail sales directly impact retailers’ profitability and ability to pay rent. Consequently, retail sales performance can be a leading indicator for leasing spreads (change in rent on the expiry of a lease). Importantly, however, less than two per cent. of portfolio rent is linked directly to retail sales performance. The Direct Portfolio recorded comparable moving annual sales turnover ( MAT )[3] growth of 0.5 per cent. A breakdown of the Direct Portfolio MAT by store type as at 31 December 2017, compared to 30 June 2017, is shown below:

	Actual MAT 31 December 2017	Actual MAT 31 December 2017	Actual MAT 31 December 2017	Comparable(1) MAT growth	Comparable(1) MAT growth
	(A$m) Proportion of portfolio (%) By sales By rent
				31 December	30 June
				2017 (%)	2017 (%)

Specialty stores	6,270	38	55	(0.7)	0.5
Supermarkets	4,649	28	9	1.5	0.8
Mini majors	1,877	11	11	2.1	2.1
Discount department stores	1,597	10	6	1.3	(2.1)
Other retail(2)	1,215	7	14	1.9	0.9
Department stores	805	5	5	(4.5)	(2.2)
Total portfolio	16,412	100	100	0.5	0.4

Note: Totals may not sum due to rounding.

(1) Excludes acquisitions, divestments and development-impacted centres in accordance with Shopping Centre Council of Australia guidelines.

(2) Other retail includes cinemas, travel agents, auto accessories, lotteries and other entertainment.

Leasing Results

The Group’s policy for specialty retailers leases is to apply fixed five per cent. annual increases and for no incentives to be given to renewing tenants.

During the six months to 31 December 2017, 449 leasing deals were completed equivalent to 3.9 per cent. of gross rent, with an average total leasing spread[4] of 0.8 per cent., compared to 1.9 per cent. for the 12 months to 30 June 2017. The Direct Portfolio has a weighted average lease expiry profile (by area) of 5.2 years (7.5 years for majors, and 3.2 years for specialty retailers and other tenants). The Group's lease expiry profile by ownership income as at 31 December 2017 is shown below.

Lease expiry profile (% of category income)

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

40
Majors All other retailers 29
30
20 16
13 11 12
10 6 7
0 0 1 2 2
0
Holdover FY18 FY19 FY20 FY21 FY22+
----- End of picture text -----

3 This refers to retail sales for a 12-month period. Growth in MAT is compared to the prior 12-month period.

4 Total leasing spread refers to the change in rent on the expiry of a lease between the old lease and the new lease. Leasing spreads include all shop types other than majors, offices, ATMs and storage. For leases greater than 18 months duration and excludes project-impacted leasing and divestments.

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Development

Development is a key component of the Group’s portfolio enhancement strategy to continually revitalise its centres to improve customer experience and introduce the latest retail concepts. The Group currently has a A$2.1 billion development pipeline (of which the Group's Direct Portfolio share is A$0.9 billion).

The first retail stage at Mandurah Forum, which includes a new Target and 60 specialty stores, opened in July 2017. The final stage of this A$320 million development (the Group’s share is A$160 million) is on track to be completed in mid-2018 and will include new stores for David Jones and international retailer H&M. The development has a target initial yield of greater than six per cent. and an internal rate of return of greater than 10 per cent.

The first development phase of The Glen opened in October 2017. It includes a new Aldi as well as a latest-format Woolworths and Coles, which anchor the fresh food market hall. The Group is well-progressed into the second development phase, the Food Gallery, which is due to open in the first quarter of 2018. The A$430 million development (the Group’s share is A$215 million) is on track to be completed in 2020. The development has a target initial yield of greater than six per cent. and an internal rate of return of greater than 10 per cent.

Construction of Perth’s first DFO[5] is also well in progress and the A$150 million project (the Group’s share is A$75 million) is on track to open in the third quarter of 2018. The Group expects this 120-specialty store outlet centre to be well-received in Perth, which will reinforce the Group's status as the market leader in outlet centres throughout Australia. The project has a target initial yield of greater than 10 per cent. and an internal rate of return of greater than 15 per cent.

Construction will commence in the first quarter of 2018 on the A$130 million (the Group’s share is A$65 million) Chadstone hotel project. The 13-storey, 250-room hotel, to be operated by AccorHotels Group under its premium MGallery by Sofitel brand, will feature conferencing facilities, a ballroom to host up to 400 people, two restaurants, a lounge bar and a day spa. Construction is expected to take 18 months and complete in late 2019.

A breakdown of the Group's identified development pipeline is provided below.

	Total		Vicinity’s share	Vicinity’s share
Identified development pipeline (A$m)	project	Project	Spent to	Cost to
	cost	cost	31-Dec-17	complete
Mandurah Forum	320	160	129	31
The Glen	430	215	86	129
DFO Perth	150	75	32	43
Midland Gate	100	-
Total under construction	1,000	450	247	203
Chadstone major remixes	80	40
Chadstone hotel	130	65
Roselands	90	45
Total FY18 commencements	300	150
Galleria	500	250
The Myer Centre Brisbane	300	75
Total FY19 commencements	800	325
Total development pipeline	2,100	925

Sydney premium asset swap

In November 2017, the Group announced the exchange of interests in selected premium assets located in Sydney with GIC. Upon completion, this transaction will secure for the Group a 50 per cent. interest in, and management of, GIC’s

5 Direct factory outlet.

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Queen Victoria Building, The Galeries and The Strand Arcade (together, the Sydney CBD Centres ) for A$556 million, in exchange for a 49 per cent. interest in the Group's investment in Chatswood Chase Sydney (valuing the 49 per cent. interest at A$562 million). The Group will retain a 51 per cent. interest in Chatswood Chase Sydney.

This transaction will support the Group's ability to provide unrivalled premium retail offers in the central business districts of Australia’s three largest cities, and expands the Group's strategic partnership with GIC. The Sydney CBD Centres are expected to benefit from the completion of major transport infrastructure projects as well as growth in Sydney’s office, residential and tourism markets. Several potential enhancement opportunities for the Sydney CBD Centres have already been identified and will be progressed following the settlement (subject to approvals from RailCorp and Sydney City Council) of the transaction which is expected in the first half of 2018.

Divestments

In the two-year period ended 30 June 2017, the Group divested A$1.7 billion of non-core assets[6] , achieving an average of 2.1 per cent. premium to book value. The Group announced further non-core asset sales amounting to approximately A$300 million to be targeted in FY18, and sold Toormina Gardens, New South Wales in January 2018 for A$41.7 million, reflecting a two per cent. premium to book value.

Debt Facilities

Summary of the Group's Debt Facilities

The Group is committed to maintaining a robust and conservative capital structure with appropriate liquidity, a strong balance sheet and a well-diversified debt maturity profile (by source and tenor). As at 31 December 2017, the Group had A$5.1 billion of financing facilities in place, of which A$4.4 billion were drawn and consisted of bank loan facilities, domestic medium term notes, euro medium term notes and US private placement notes.

A summary of the Group’s debt facilities as at 31 December 2017 is shown below.

As at 31 December 2017 (A$m)	Facility size	Drawn	Undrawn
Bank loan facilities	2,632.3	1,958.3	674.0
Domestic medium term notes	950.0	950.0	0.0
US private placement notes (USPP)	813.3	813.3	0.0
Euro medium term notes	655.2	655.2	0.0
Total debt facilities	5,050.8	4,376.8	674.0

On 28 February 2018 the Group obtained a new A$85 million three-year bank loan facility, which the Group expects to draw down on in May 2018. Since 31 December 2017 through to 28 February 2018, the drawn debt balances of the Group increased by A$253.0 million.

Debt Maturity Profile and Sources of Debt

The following diagrams show the Group's debt maturity profile and sources of debt as at 31 December 2017.[7]

6 Includes contracts exchanged for the sale of Terrace Central, NSW which settled in November 2017.

7 Based on facilities limits.

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Board of Directors and Executive Committee

Board of Directors

Peter Hay (LLB, FAICD) - 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.

Current Directorships, Executive Positions and Advisory Roles

Chairman: Newcrest Mining Limited. Director: Australian Institute of Company Directors.

Member: Australian Government Takeovers Panel and AICD Corporate Governance Committee.

Past listed Directorships (past three years)

GUD Holdings Limited, Novion Limited, Alumina Limited, Australia and New Zealand Banking Group Limited, NBN Co Limited and Myer Holdings Limited.

– 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, and also led their 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

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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.

Current Directorships, Executive Positions and Advisory Roles

Chairman: Holdfast Assets and Adelaide Basketball. Director: Shopping Centre Council of Australia. Council Member: Asia Society Policy Institute.

Past Non-executive Directorships (past three years)

None.

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

Current Directorships, Executive Positions and Advisory Roles

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

Past Non-executive Directorships (past three years)

Novion Limited.

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: Nine Entertainment Co Holdings Ltd, Costa Group, Wellcom Worldwide, Melbourne Theatre Company and Melbourne Theatre Company Foundation.

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Past Non-executive Directorships (past three years) None.

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 HSBC 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.

Current Directorships, Executive Positions and Advisory Roles

Director: AWE Limited, Spark Infrastructure Group, Future Generation Global Investment Company Limited (pro bono role), Bank of Queensland Limited and Marshall Investments Pty Limited.

Past Non-executive Directorships (past three years)

Novion Limited, Silver Chef Limited and UrbanGrowth NSW.

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 Non-executive Directorships (past three years)

Charter Hall Group and Novion Limited.

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 consultant to Mutual Trust Pty 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.

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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. Consultant: Mutual Trust Pty Limited.

Past Non-executive Directorships (past three years)

None.

Trevor Gerber (BACC, CA, SA) - 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 been a professional director since 2000, and has experience in property, funds management, hotels and tourism, infrastructure and aquaculture.

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

Current Directorships, Executive Positions and Advisory Roles

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

Past Non-executive Directorships (past three years)

Novion Limited.

Wai Tang (BAppSc, MBA, GAICD) - 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.

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

Current Directorships, Executive Positions and Advisory Roles

Director: PMP Limited, JB Hi-Fi Limited, Visit Victoria and the Melbourne Festival.

Past Non-executive Directorships (past three years)

kikki.K Pty Ltd, Specialty Fashion Group and L’Oréal Melbourne Fashion Festival.

Executive Committee

The Group’s executive committee comprises:

Grant Kelley (CEO and Managing Director) Carolyn Reynolds (General Counsel) Carolyn Viney (Executive General Manager Development)

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David Marcun (Executive General Manager Business Development) Justin Mills (Executive General Manager Shopping Centre Management) Michael O'Brien (Chief Investment Officer) Richard Jamieson (Chief Financial Officer) Simone Carroll (Executive General Manager Digital, Marketing, People & Culture) Stuart Macrae (Executive General Manager Leasing)

Corporate Governance

The corporate governance framework for the Group is underpinned by the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition). More information on the Group’s approach to corporate governance, including policies and charters, can be found on the Group’s website www.vicinity.com.au.

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TAXATION

Australian Taxation

The following is a summary of the Australian withholding tax treatment under the Income Tax Assessment Acts of 1936 and 1997 of Australia (together, the Australian Tax Act ), the Taxation Administration Act 1953 of Australia and any relevant regulations, rulings or judicial or administrative pronouncements, at the date of this Offering Circular, of payments of interest (as defined in the Australian Tax Act) on the Notes to be issued by the Issuer under the Programme and certain other Australian tax matters.

This summary applies to Noteholders that are:

(a) residents of Australia for tax purposes that do not hold their Notes in the course of carrying on a business outside of Australia at or through a permanent establishment outside Australia, and non-residents of Australia for tax purposes that hold their Notes in the course of carrying on a business at or through a permanent establishment in Australia ( Australian Holders ); and
(b) non-residents of Australia for tax purposes that do not hold their Notes in the course of carrying on a business at or through a permanent establishment in Australia, and Australian tax residents that hold their Notes in the course of carrying on a business outside of Australia at or through a permanent establishment outside Australia ( Non-Australian Holders ).

However, the summary is not exhaustive and, in particular, does not deal with the position of certain classes of Noteholders (including, without limitation, dealers in securities, custodians or other third parties who hold Notes on behalf of any person). Nor does it cover Index Linked Notes, Dual Currency Notes or Partly Paid Notes. Should such Notes be issued, their Australian tax consequences will be described in the applicable Pricing Supplement.

Noteholders should also be aware that particular terms of issue of any Series of Notes may affect the tax treatment of that Series of Notes.

This summary is not intended to be, nor should it be construed as legal or tax advice to any particular holder of Notes. Each Noteholder should seek professional tax advice in relation to their particular circumstances.

Australian Interest Withholding Tax

For Australian interest withholding tax ( IWT ) purposes, “interest” is defined to include amounts in the nature of, or in substitution for, interest and certain other amounts.

Australian Holders

Payments of interest in respect of the Notes to Australian Holders will not be subject to Australian IWT.

Non-Australian Holders

IWT is payable at a rate of 10 per cent. of the gross amount of interest paid by the Issuer to a Non-Australian Holder unless an exemption is available.

Section 128FA exemption from IWT

An exemption from IWT is available in respect of interest paid on the Notes if the requirements of section 128FA of the Australian Tax Act are satisfied.

Unless otherwise specified in the relevant Pricing Supplement (or another relevant supplement to this Offering Circular), the Issuer intends to issue the Notes in a manner which will satisfy the requirements of section 128FA of the Australian Tax Act.

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In broad terms, the requirements are as follows:

(a) the Note is a debenture, or an interest in a debenture, or (subject to further criteria) a “debt interest” (as defined in the Australian Tax Act);
(b) the Issuer is a resident of Australia and an “eligible unit trust” (as defined in section 128FA(8) of the Australian Tax Act) when it issues the Notes and when interest is paid;
(c) the Notes are issued in a manner which satisfies the “public offer” test in section 128FA of the Australian Tax Act.

There are five principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders in capital markets are aware that the Issuer is offering the Notes for issue. In summary, the five methods are:

(i) offers to ten or more unrelated financiers, securities dealers or entities that carry on the business of investing in securities;
(ii) offers to 100 or more investors of a certain type;
(iii) offers of listed Notes;
(iv) offers via publicly available information sources; or
(v) offers to a dealer, manager or underwriter who offers to sell the Notes within 30 days by one of the preceding methods;
(d) the Issuer does not know, or have reasonable grounds to suspect, at the time of issue, that the Notes (or interests in those Notes) were being, or would later be, acquired, directly or indirectly, by an “associate” of the Issuer, except in a capacity permitted by section 128F of the Australian Tax Act (see below); and
(e) at the time of the payment of interest, the Issuer does not know, or have reasonable grounds to suspect, that the payee is an “associate” of the Issuer, except in a capacity permitted by section 128FA(4) of the Australian Tax Act (see below).

An “ associate ” of the Issuer for the purposes of section 128FA of the Australian Tax Act includes:

(i) a person or entity which holds more than 50 per cent. of the voting shares of the Issuer or the voting interests in Vicinity Centres Trust, or otherwise controls the Issuer or Vicinity Centres Trust;
(ii) a person or entity which holds more than 50 per cent. of the rights to Vicinity Centres Trust income or capital;
(iii) an entity in which more than 50 per cent. of the voting shares are held by, or which is otherwise controlled by, the Issuer;
(iv) a trustee of a trust where the Issuer is capable of benefiting (whether directly or indirectly) under that trust; and
(v) in general, a person or entity who is an “associate” of another person or company which is an “associate” of the Issuer or Vicinity Centres Trust under any of the foregoing.

Permitted capacities for associates

Section 128F(5) of the Australian Tax Act permits an “ associate ” of the Issuer to acquire Notes as an Australian Holder or in the capacity of a dealer, manager or underwriter in relation to the placement of the relevant Notes, or a

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clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme (for the purposes of the Corporations Act).

Section 128FA(4) of the Australian Tax Act permits payments of interest to an associate of the Issuer as an Australian Holder 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).

Exemptions under certain double tax conventions

The Australian government has signed new or amended double tax conventions (the New Treaties ) with a number of countries (each a Specified Country ). The New Treaties apply to interest derived by a resident of a Specified Country.

Broadly, the New Treaties effectively prevent IWT applying to interest derived by:

(a) the governments of the Specified Countries and certain governmental authorities and agencies in a Specified Country; and
(b) a “financial institution” resident in a Specified Country which is unrelated to and dealing wholly independently with the Issuer. The term “financial institution” refers to either a bank or any other enterprise which substantially derives its profits by carrying on a business of raising and providing finance. However, interest paid under a back-to-back loan from a non-financial institution or an economically equivalent arrangement will not qualify for this exemption.

The Australian Federal Treasury maintains a listing of Australia’s double tax conventions which provides details of country, status, withholding tax rate limits and Australian domestic implementation. This listing is available to the public at the Federal Treasury’s Department website at: http://treasury.gov.au/tax-treaties/income-tax-treaties/

Payments under the Guarantee

If the Issuer fails to pay interest on the Notes, the Guarantors may be required to make payments to Noteholders under the Guarantee. Whether such payments would be interest for withholding tax purposes is not clear. The Australian Taxation Office’s view, as reflected in Taxation Determination TD 1999/26, is that such payments under the Guarantee would be interest for withholding tax purposes. However, that Determination also states that guarantee payments would be treated as exempt from withholding tax under section 128F (for company issuers) if the requirements of that section are satisfied. Correspondingly, if the requirements stated in section 128FA with respect to the Notes are satisfied as described above (and that section is applicable), then interest withholding tax should not be payable in relation to any such payments made by any Guarantor.

As set out in more detail in the Guarantee, if a Guarantor is at any time compelled or authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by the Commonwealth of Australia in respect of payments under the Guarantee, the Guarantor must, subject to certain exceptions, pay such additional amounts as may be necessary in order to ensure that the net amounts received by the Noteholders after such deduction or withholding are equal to the respective amounts which would have been received had no such deduction or withholding been required.

Notes in Bearer Form

Section 126 of the Australian Tax Act imposes a type of withholding tax at the rate of (currently) 45 per cent. on the payment of interest on debentures (which are in bearer form) if the issuing company fails to disclose the names and addresses of the holders to the Australian Taxation Office ( ATO ). Section 126 would not apply to the payment of interest on Notes held by non-Australian resident Noteholders if IWT were payable. In addition, the ATO has confirmed that for the purpose of section 126 of the Australian Tax Act, the holder of debentures means the person in possession of them, and therefore section 126 will not be applied to payments of interest on Notes if whilst they are held in global form by a common depository for a clearing house the Issuer has provided the name and address of the clearing house to the ATO. Any application of section 126 would in that case be limited to persons in possession of any bearer debentures issued in definitive form who are either residents of Australia or non-Australian residents

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engaged in carrying on business in Australia at or through a permanent establishment in Australia. However, it is expected that section 126 would not apply to payments on the Notes anyway, given that the Issuer is acting as a trustee for Vicinity Centres Trust and not in its personal capacity as a "company".

Australian Income Tax – Interest Payments

Australian Holders will be required to include any interest in respect of their Notes in their Australian assessable incomes.

Whether the interest should be recognised as assessable income on a cash receipts or accruals basis (see also the “ taxation of financial arrangements ” summary below) will depend on the individual circumstances of the Australian Holder.

On the basis that the Issuer satisfies the requirements of section 128FA of the Australian Tax Act in respect of interest paid on the Notes, then Non-Australian Holders that are not tax resident in Australia should not be subject to Australian income tax in respect of interest payments received on their Notes. The position of Non-Australian Holders that are tax resident in Australia will depend on their individual circumstances.

Other Tax Matters

Under Australian laws as presently in effect:

(a) gains on disposal of Notes - offshore Noteholders - a Noteholder who is a non-resident of Australia and who has never held the Notes in the course of carrying on business at or through a permanent establishment in Australia, will not be subject to Australian income tax or capital gains tax on gains realised on sale or redemption of the Notes, provided such gains do not have an Australian source. A gain arising on the sale of Notes by a non-Australian resident holder to another non-Australian resident would not be regarded as having an Australian source where the Notes are sold outside Australia and all negotiations are conducted, and documentation executed, outside Australia. For this purpose, “gains” will not include amounts which are treated as “interest” as those amounts, which would include for example issue discount on zero coupon Notes, will be taxed as detailed above. Gains would be measured in A$ terms, so may include gains referable to fluctuations in exchange rates between A$ and the currency of issue of Notes;
(b) gains on disposal of Notes – other Noteholders – Australian Holders will be required to include any gain or loss on disposal of the Notes in their taxable income. Special rules can apply to the taxation of Australian residents who hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia; these special rules can vary depending on the country in which that permanent establishment is located;
(c) deemed interest – there are specific rules (in section 128AA of the Australian Tax Act) that can apply to treat a portion of the purchase price of Notes as interest for withholding tax purposes when certain Notes originally issued at a discount or with a maturity premium or which do not pay interest at least annually are sold to an Australian resident (who does not acquire them in the course of carrying on business at or through a permanent establishment outside Australia) or a non-resident who acquires them in the course of carrying on business at or through a permanent establishment in Australia. These rules do not apply in circumstances where the deemed interest would have been exempt under section 128FA of the Australian Tax Act if the Notes satisfy the public offer test;
(d) taxation of financial arrangements – the Australian Tax Act contains tax timing rules for certain taxpayers to bring to account gains and losses from “financial arrangements”. The rules do not alter the rules relating to the imposition of IWT nor override the IWT exemption available under section 128FA of the Australian Tax Act. In addition, the rules do not apply to certain taxpayers or in respect of certain short term “financial arrangements”. They should not, for example, generally apply to holders of Notes who are individuals or to certain other entities (e.g. certain superannuation entities and managed investment schemes) which do not meet various turnover or asset thresholds, unless they make an election that the rules apply to their “financial arrangements”. Potential Noteholders should seek their own tax advice regarding their own personal

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circumstances as to whether such an election should be made;

(e) death duties – no Notes will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death;
(f) stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue or transfer of any Notes;
(g) TFN/ABN withholding - withholding tax is imposed at the rate of 47 per cent. on the payment of interest on certain registered securities unless the relevant payee has quoted an Australian tax file number ( TFN ), (in certain circumstances) an Australian Business Number ( ABN ) or proof of some other exception (as appropriate). Assuming the requirements of section 128FA of the Australian Tax Act are satisfied with respect to the Notes, then withholding will not apply to payments to a Non-Australian Holder that is not a tax resident of Australia. Payments to other Noteholders in respect of Registered Notes may be subject to a withholding where the Noteholder does not quote a TFN, ABN or provide proof of an exemption (as appropriate);
(h) additional withholdings from certain payments to non-residents - under the Taxation Administration Act 1953 of Australia, the Governor-General may make regulations requiring withholding from certain payments to non-residents of Australia (other than payments of interest and other amounts which are already subject to the current IWT rules or specifically exempt from those rules). Regulations may only be made if the responsible Minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. The possible application of any future regulations to the proceeds of any sale of the Notes or gains on sale (other than interest and other excepted amounts) will need to be monitored;
(i) garnishee directions by the Commissioner of Taxation – the Commissioner may give a direction requiring the Issuer to deduct from any payment to a Noteholder any amount in respect of Australian tax payable by the Noteholder. If the Issuer is served with such a direction, then that Issuer will comply with that direction and will make any deduction required by that direction;
(j) supply withholding tax – payments in respect of the Notes can be made free and clear of any “supply withholding tax”; and
(k) goods and services tax (GST) - neither the issue nor receipt of the Notes will give rise to a liability for GST in Australia on the basis that the supply of Notes will comprise either an input taxed financial supply or (in the case of an offshore subscriber) a GST-free supply. Furthermore, neither the payment of principal or interest by the Issuer, nor the disposal of the Notes, would give rise to any GST liability in Australia.

The proposed financial transactions tax (FTT)

On 14 February 2013, the European Commission published a proposal (the Commission’s Proposal ) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States ). However, Estonia has since stated that it will not participate.

The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt.

Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

However, the Commission’s Proposal remains subject to negotiation between the participating Member States. It may

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therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.

Foreign Account Tax Compliance Act

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. 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, such withholding would not apply prior to 1 January 2019. Additionally, Notes issued on or prior to the date that is six months after the date on which final regulations defining “foreign passthru payments” are filed with the U.S. Federal Register generally would be “grandfathered” for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of the issuer). However, if additional notes (as described under “Terms and Conditions of the Notes—Further Issues”) that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Holders should consult their own tax advisors regarding how these rules may apply to their investment in the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

Common Reporting Standard

The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information ( CRS ) will require certain financial institutions to report information regarding certain accounts (which may include the Notes) to their local tax authority and follow related due diligence procedures. Noteholders may be requested to provide certain information and certifications to ensure compliance with the CRS. A jurisdiction that has signed the CRS Competent Authority Agreement may provide this information to other jurisdictions that have signed the CRS Competent Authority Agreement. The Australian Government has enacted legislation amending, among other things, the Taxation Administration Act 1953 of Australia to give effect to the CRS.

THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

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SUBSCRIPTION AND SALE

The Arranger and the Dealers have, in a programme agreement (such programme agreement as modified and/or supplemented and/or restated from time to time, the Programme Agreement ) dated 9 March 2016, agreed with the Issuer a basis upon which the Dealers or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under “ Form of the Notes ” and “ Terms and Conditions of the Notes ”. In the Programme Agreement, the Issuer has agreed to reimburse the Arranger and Dealer(s) for certain of their expenses in connection with the establishment and any future update of the Programme and has agreed to reimburse the Dealers for certain of their expenses in connection with the issue of Notes under the Programme and to indemnify the Arranger and the Dealers against certain liabilities incurred by them in connection therewith.

The Arranger and any Dealers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities ( Banking Services and/or Transactions ). The Arranger and any Dealers and their respective affiliates may have, from time to time, performed, and may in the future perform, various Banking Services and/or Transactions with the Issuer and the Guarantors for which they have received, or will receive, fees and expenses.

In connection with any offering of Notes, the relevant Dealers and/or their respective affiliates may place orders, receive allocations and purchase Notes for their own account (without a view to distributing such Notes). Such entities may hold or sell such Notes or purchase further Notes for their own account in the secondary market or deal in any other securities of the Issuer or the Guarantors, and therefore, they may offer or sell the Notes or other securities otherwise than in connection with the offering. Accordingly, references herein to the Notes being ‘offered’ should be read as including any offering of Notes to the relevant Dealer and/or their respective affiliates for their own account. Such entities are not expected to disclose such transactions or the extent of any such investment, otherwise than in accordance with any legal or regulatory obligation to do so. The Issuer, the Guarantors and any relevant Dealers are under no obligation to disclose the extent of the distribution of any Notes amongst individual investors.

In the ordinary course of their various business activities, the Arranger and any relevant Dealers and their respective affiliates make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Issuer and/or the Guarantors, including Notes and could adversely affect the trading prices of Notes. The Arranger and any relevant Dealers and their affiliates may make investment recommendations and/or publish or express independent research views (positive or negative) in respect of Notes or other financial instruments of the Issuer or the Guarantors, and may recommend to their clients that they acquire long and/or short positions in Notes or other financial instruments.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the Programme or any Notes has been or will be lodged with The Australian Securities and Investments Commission ( ASIC ). Each Dealer appointed under the Programme will be required to represent and agree, that it:

(a) has not offered or invited applications, and will not offer or invite applications, for the issue sale or purchase of the Notes in Australia (including an offer or invitation which is received by a person in Australia); and
(b) has not distributed or published, and will not distribute or publish, any draft, preliminary or definitive prospectus, offering memorandum, disclosure document, advertisement or other offering material relating to the Notes in Australia,

unless:

(i) the aggregate consideration payable by each offeree or invitee on acceptance of the offer or invitation giving rise to the issue or transfer of Notes is at least A$500,000 (or its equivalent in an alternative currency, in either case, disregarding moneys lent by the offeror or its associates) or the issue or transfer results from an offer or invitation for those Notes which does not otherwise require disclosure to investors under Parts 6D.2

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or 7.9 of the Corporations Act;

(ii) the offer or invitation does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act; and
(iii) in connection with the invitation, offer or sale of the Notes, such action complies with any other applicable laws or directives in Australia and does not require any document to be lodged with ASIC.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations promulgated thereunder. The applicable Pricing Supplement will identify whether TEFRA C rules or TEFRA D rules apply or whether TEFRA is not applicable.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement.

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:

(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of 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; or
(iii) not a qualified investor as defined in the Prospectus Directive; and

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(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the FSMA ) by the Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended, the FIEA ). 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, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Hong Kong

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) it has not offered or sold and will not offer or sell in the Hong Kong Special Administrative Region of the People's Republic of China ( Hong Kong ), by means of any document, any Notes (except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong ( SFO ) other than (i) to “professional investors” as defined in the SFO and any rules made under the SFO, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding-up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b) it has not issued or had in its possession for the purposes of issue and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

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New Zealand

The Programme is a wholesale programme. No action has been taken to permit the Notes to be directly or indirectly offered or sold to any retail investor, or otherwise under any regulated offer, in terms of the Financial Markets Conduct Act 2013 ( New Zealand FMCA ). In particular, no product disclosure statement has been or will be prepared or lodged in New Zealand in relation to the Notes under the New Zealand FMCA.

Each Dealer has accordingly represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not and will not offer, sell or deliver, directly or indirectly, the Notes, and it has not distributed and will not distribute, publish, deliver or disseminate any offering memorandum or any other material that may constitute an advertisement (as defined in the New Zealand FMCA) in relation to any offer of the Notes, in each case in New Zealand other than to wholesale investors within the meaning of clause 3(2)(a), (c) or (d) of Schedule 1 to the New Zealand FMCA, being a person who is:

(a) an “investment business”;
(b) “large”; or
(c) a “government agency”,

in each case as defined in Schedule 1 to the New Zealand FMCA, and provided (for the avoidance of doubt) that Notes may not be directly or indirectly offered or sold to any “eligible investor” (as defined in clause 41 of Schedule 1 to the New Zealand FMCA) or to any person who, under clause 3(2)(b) of Schedule 1 to the New Zealand FMCA meets the investment activity criteria specified in clause 38 of that Schedule.

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 and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act ). Accordingly, each Dealer has represented and agreed, and each future 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 document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Notes, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person pursuant to Section 275(1) of the Securities and Futures Act, or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person who is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) 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 is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the Securities and Futures Act) 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 Securities and Futures Act except:

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(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law;
(iv) as specified in Section 276(7) of the Securities and Futures Act; or
(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Switzerland

The Issuer has not been licensed for distribution with the Swiss Financial Market Supervisory Authority ( FINMA ) as a foreign collective investment scheme pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended ( CISA ). Also, the Issuer and the Guarantors have not appointed a Swiss paying agent and representative. Accordingly, investors in the Notes do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA. Each Dealer has acknowledged and agreed to the foregoing, and each further Dealer appointed under the Programme will be required to so acknowledge and agree.

Each Dealer has accordingly represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that (i) in Switzerland, the Notes may will be offered and sold by it exclusively to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b of CISA; and (ii) neither this Offering Circular, any Pricing Supplement, nor any other information supplied in connection with the Programme or the offer of any Notes will be taken or transmitted into, or distributed, directly or indirectly in Switzerland by it, save that any such documents or information may be handed out or made available in Switzerland exclusively to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b of CISA.

This Offering Circular does not constitute a prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus according to article 27 et seq. of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland and does not comply with the information standards required thereunder. No application has been or will be made for a listing of the Programme on any Swiss stock exchange or regulated trading facility.

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and any other applicable laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuer, the Guarantors, the Trustee or any other Dealer shall have any responsibility therefor. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to further agree that the offering and marketing of the Notes will be conducted in the EU only in the Approved Jurisdictions (as specified in the applicable Pricing Supplement) and will not be conducted in any other EU member state.

None of the Issuer, the Guarantors, the Trustee, the Arranger or any of the Dealers appointed under the Programme represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction that would permit a public offering of any of the Notes, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating any such sale.

These selling restrictions may be modified by the agreement of the Issuer and the Dealers following a change in a relevant law, regulation or directive. Any such modification will be set out in the Pricing Supplement issued in respect of the issue of Notes to which it relates or in a supplement to this Offering Circular.

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With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions agreed between the Issuer and the relevant Dealer and set out in the applicable Pricing Supplement.

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GENERAL INFORMATION

Authorisation

The establishment of the Programme and the issue of Notes were duly authorised by a resolution of the Board of Directors of the Issuer dated 16 February 2016 and the giving of the Guarantee was duly authorised by a resolution of each Initial Guarantor dated 16 February 2016. The update of the Programme was duly authorised by a resolution of the Audit Committee of the Issuer (acting pursuant to authority delegated to it by the Board of Directors of the Issuer) dated 5 February 2018.

Listing of the Notes

Application has been made to the SGX-ST for permission to deal in and for the 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 the application to the SGX-ST for the listing of the Notes 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 Programme or the Notes. Unlisted Notes may be issued under the Programme. The relevant Pricing Supplement in respect of any Series will specify whether or not such Notes will be listed and, if so, on which exchange(s) the Notes are to be listed. There is no assurance that the application to the Official List of the SGX-ST for the listing of the Notes of any Series will be approved. For so long as any Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Notes will trade on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies).

Legal Entity Identifier

The legal entity identifier of the Issuer is 549300S7GOEVR0EGFN47.

Documents Available

Copies of the following documents will be available for inspection from the registered office of the Issuer and (subject to receipt by the Principal Paying Agent of the same from the Issuer and/or the Guarantors) from the specified office of the Principal Paying Agent for the time being:

(a) the constitution of the Issuer and each Guarantor;
(b) the most recent audited, consolidated annual financial report of the Group (if any) and the most recent consolidated interim financial report (if any) of the Group, in each case together with any audit or review reports prepared in connection therewith;
(c) the Trust Deed, the Guarantee, the Agency Agreement, and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;
(d) a copy of this Offering Circular; and
(e) any future offering circulars, prospectuses, information memoranda and supplements including Pricing Supplements (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 and the Principal Paying Agent as to its holding of Notes and identity) to this Offering Circular and any other documents incorporated herein or therein by reference.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Pricing Supplement. If the Notes are to

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clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Pricing Supplement.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking S.A., 42 Avenue JF Kennedy, L-1855 Luxembourg.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Litigation

None of the Issuer, any of the Guarantors or any other members of the Group are involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or any Guarantor is aware) which may have or have had a significant effect on the financial position or profitability of the Issuer, any Guarantor or the Group.

Material adverse change

There has been no material adverse change to the Group since 31 December 2017.

Auditors

The auditors of the Group are Ernst & Young Australia. The auditors of the Group have no interest in the Group.

Auditors' reports of the Group are included or incorporated in the form and context in which they are included or incorporated, with the consent of the relevant auditors who have authorised the contents of those parts of this Offering Circular.

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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

ARRANGER AND DEALER

BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom

DEALERS

Australia and New Zealand Banking Group Limited ANZ Tower, Level 5 242 Pitt Street Sydney NSW 2000 Australia

Citigroup Global Markets Limited Commonwealth Bank of Australia Citigroup Centre Level 21, Darling Park, Tower 1 Canada Square 201 Sussex Street Canary Wharf Sydney NSW 2000 London E14 5LB Australia United Kingdom

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom

Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom

National Australia Bank Limited 88 Wood St London EC2V 7QQ United Kingdom

Scotiabank Europe plc 201 Bishopsgate, 6[th] floor London EC2M 3NS United Kingdom

Westpac Banking Corporation Camomile Court 23 Camomile Street London EC3A 7LL United Kingdom

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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

Hogan Lovells Lee & Lee 50 Collyer Quay #10-01 OUE Bayfront Singapore 049321

To the Issuer and the Guarantors as to Australian law

Herbert Smith Freehills 101 Collins Street Melbourne Vic 3000 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

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AI assistant

VICINITY CENTRES TRUST — Capital/Financing Update 2019

65995_rns_2019-11-05_10f74055-dd4c-431c-95f1-f533e52fa3dd.pdf

€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)

PRESENTATION OF INFORMATION

FORWARD LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

CONTENTS

OVERVIEW OF THE PROGRAMME

Notes having a maturity of less than one year

INVESTMENT CONSIDERATIONS

GENERAL MARKET RISK

PRIMARY BUSINESS RISKS

Retail property investment

Tenant default

Changes in consumer sentiment or shopping preferences

Market competition

Property development

Geographical concentration of the Group’s portfolio

Decline in income

Co-ownership

Unforeseen capital expenditure

Property damage

Insurance and force majeure

Inflation

Building regulations

Environmental

Revaluations

Liquidity

Property management and development services

Wholesale funds

Reliance on AFSL and other licences

Inability of the Group to raise future funds

Group credit rating risk

Interest rate risk

Foreign exchange risk

Debt covenants

Impact of Group debt levels

Debt repayment requirements

Ranking of claims

Litigation

Regulatory issues, changes in law and Australian Accounting Standards

Acquisitions

Taxation changes

Counterparty credit risk

Cyber security

Climate change

Occupational health and safety

Effective execution of the Group's strategy

Employees

INVESTMENT CONSIDERATIONS RELATING TO THE GUARANTEE

Insolvency laws of Australia

Limitation of liability of trustees or responsible entities in respect of the Guarantee

Rights of Group companies not guaranteeing the Notes

Release of additional Guarantors under the Guarantee

Enforceability of the Guarantee

Breach of duty

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

The Notes may not be a suitable investment for all investors

Interim financial reports will be unaudited

There may be uncertainty in relation to marketing under the AIFMD in the EU

Risks related to the structure of a particular issue of Notes

Limitation of the market value of the Notes

Notes issued at a substantial discount or premium

Investment in certain types of Notes

Notes issued on a partly paid basis

Notes issued with variable interest rates or structured to include a leverage factor

Inverse Floating Rate Notes

Index linked Notes

Risks related to Notes generally

Limitation of liability of trustees or responsible entities

Modification of the Terms and Conditions of the Notes and discretion of the Trustee

Issuer's ability to modify financial covenants in the Terms and Conditions of the Notes

Change in English law or administrative practice

Notes may be represented by Global Notes

Denominations of Bearer Notes

Trustee indemnity and/or security and/or prefunding

VICINITY CENTRES TRUST Capital/Financing Update 2019