VICINITY CENTRES TRUST — Capital/Financing Update 2019

Nov 5, 2019

PRICING SUPPLEMENT

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 (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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

30 October 2019

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

Issue of €500,000,000 1.125 per cent. Notes due 2029 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 7 March 2018 as supplemented by the supplemental offering circulars dated 21 August 2018 and 14 October 2019 (as so supplemented, 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.

Hogan Lovells Lee & Lee

1.	(a)	Issuer:	Vicinity Centres RE Ltd (ACN 149 781 322) as responsible entity of Vicinity Centres Trust (ARSN 104 931 928)
	(b)	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 (a) additional Guarantors being appointed and (b) such additional Guarantors being released pursuant to the terms of the Guarantee
2.	(a)	Series Number:	4
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euro $(\epsilon)$
4.	Aggregate Nominal Amount:
	(a)	Series:	€500,000,000
	(b)	Tranche:	€500,000,000
5 ii	Issue Price:		99.456 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	€100,000 and integral multiples of $€1,000$ in thereof up to and including excess €199,000. No Notes in definitive form will be issued with denomination a above €199,000.
	(b)	Calculation Amount:	€1,000
$7\%$	(a)	Issue Date:	7 November 2019
	(b)	Interest Commencement Date:	Issue Date
$8 -$		Maturity Date:	7 November 2029
9.	Interest Basis:		1.125 per cent. Fixed Rate (further particulars specified below)
10.	Redemption/Payment Basis:		Redemption at par
11.	Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
12.	Put/Call Options:		Issuer Call (Make Whole Call) (further particulars specified in paragraph $22(a)$ below)
			Issuer Call (Redemption Call) (further particulars specified in paragraph $22(b)$ below)
			Investor Put (Change of Control) (further particulars specified in paragraph 23 below and the Appendix hereto)
13.	(a)	Status of the Notes:	Senior

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Hogan Lovells Lee & Lee

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	(b)	Status of the Guarantee:	Senior
14.	Listing:		Australian Securities Exchange
15.	Method of distribution:		Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.	Fixed Rate Note Provisions		Applicable
	(a)	Rate(s) of Interest:	1.125 per cent. per annum payable in arrear on each Interest Payment Date
	(b)	Interest Payment Date(s):	7 November in each year up to and including the Maturity Date
	(c)	Fixed Coupon Amount(s):	€11.25 per Calculation Amount
	(d)	Broken Amount(s):	Not Applicable
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Determination Date(s):	7 November in each year
	(g)	Other terms relating the to method of calculating interest for Fixed Rate Notes:	None
17.	Floating Rate Note Provisions		Not Applicable
18.	Zero Coupon Note Provisions		Not Applicable
19.	Index Linked Interest Note Provisions		Not Applicable
20.		Dual Currency Interest Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

• $21.$ Notice periods for Condition 7.2 (if other than as set out therein):
• $22.$ Issuer Call (Make Whole Call): $(a)$

The Issuer may, subject to compliance by the Issuer with all relevant laws, regulations and directives and having given (i) not less than fifteen (15) nor more than thirty (30) days' notice to the Noteholders in accordance with Condition 14; and (ii) not less than five (5) Business Days before the giving of the notice referred to in (i) above, notice to the Trustee and to the Principal Paying Agent (which notices shall be irrevocable and shall specify the date fixed for redemption) redeem the Notes in whole or in part, at any time or from time to time, from the Issue Date to (but excluding) 7 August 2029, at their Make Whole Redemption Amount.

As set out in Condition 7.2

In respect of a partial redemption of Notes, the relevant provisions of Condition 7.3 shall apply.

Make Whole Redemption $(i)$ Amount:

Agent, equal to the greater of $(x)$ 100 per cent. of the nominal amount of the Notes being redeemed and (y) the sum of the then present values of the remaining scheduled payments of principal and interest on such Notes to be redeemed (excluding any interest accrued on the Notes to, but excluding, the date set for redemption) discounted to the relevant redemption date on an annual basis, assuming a day count fraction of Actual/Actual (ICMA) adjusted, at the Make Whole Redemption Rate plus the Make Whole Redemption Margin, plus in each case, any interest accrued on the Notes to, but excluding, the date set for redemption.

An amount, determined by the Calculation

The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

0.25 per cent. per annum

The Make Whole Redemption Rate is the average of the four quotations given by the Reference Dealers of the mid-market annual yield to maturity of the 0.000 per cent. Bundesrepublik Deutschland due August 2029 (the "Bund"), on the fourth Business Day preceding the date set for redemotion.

"Reference Dealers" means each of the four banks selected by the Calculation primary European Agent which are government security dealers, and their respective successors, or market makers in pricing corporate bond issues. If the Bund is no longer outstanding, a bund with a similar remaining term to maturity as the Notes will be chosen by the Calculation Agent at 11.00a.m. (Central European time) on the third Business Day preceding the date set for redemption, quoted in writing by the Calculation Agent to the Issuer. The date set for redemption will be published by the Issuer in accordance with Condition 14.

Applicable

Each date from, and including, 7 August 2029 to, but excluding, the Maturity Date

€1,000 per Calculation Amount plus interest accrued but unpaid to, but excluding, the

• Make Whole Redemption $(ii)$ Margin:

• $(iii)$ Make Whole Redemption Rate:

• Issuer Call (Redemption Call): $(b)$

• $(i)$ Optional Redemption Dates:
• Optional Redemption $(ii)$ Amount and method, if any, of calculation of such

SNGLIB01/MOKDANIE/244652.4

amount(s):

date of redemption

Not Applicable

Not Applicable

Applicable

Minimum period: 15 days

Maximum period: 30 days

in the Appendix hereto).

The Change of Control Put Date (as defined

The Change of Control Redemption Amount

A Noteholder may exercise the put option

by notice given to the Issuer at any time during the Change of Control Put Period

(as defined in the Appendix hereto).

(see Appendix for more details).

€1,000 per Calculation Amount

As set out in Condition 7.5

• $(iii)$ If redeemable in part:
• $(1)$ Minimum Redemption Amount:
• $(2)$ Maximum Redemption Amount:

$(iv)$ Notice period:

• $23.$ Investor Put (Change of Control):
• Optional Redemption Date(s): $(a)$
• $(b)$ Optional Redemption Amount and method, if any, of calculation of such amount(s):
• Notice period: $(c)$
• 1. Final Redemption Amount:
• $25.$ Early Redemption Amount payable on redemption for taxation reasons or on event of 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

• 1. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a which is Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event 27. Governing law of the Notes: English law 28. Governing law of the Guarantee: The laws of the State of Victoria and applicable laws of the Commonwealth of Australia 29. Additional Financial Centre(s) or other Sydney, Melbourne special provisions relating to Payment Days:
• 1. Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons

No

mature):

$31.$ Details relating to Partly Paid Notes: Not Applicable 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: 32. Details relating to Instalment Notes: Not Applicable $33.$ Redenomination applicable: Redenomination not applicable 34. Not Applicable Other terms: DISTRIBUTION If syndicated, names of BNP Paribas 35. $(a)$ HSBC Bank plc Managers: Merrill Lynch International Westpac Banking Corporation Date of Subscription Agreement: 30 October 2019 $(b)$ $(c)$ Stabilising Manager(s) (if any): BNP Paribas If non-syndicated, name of relevant 36. Not Applicable Dealer: U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 37. 38. Additional selling restrictions: Not Applicable 39. Notes to be Section 128FA Compliant: Yes 40. Approved Jurisdictions (marketing in EU Belgium Czech Republic member states only): Denmark Finland France Germany Ireland Italy Luxembourg Netherlands Poland Portugal Spain Sweden United Kingdom OPERATIONAL INFORMATION 41. ISIN Code: XS2071382662 42. Common Code: 207138266 43. Legal Entity Identifier (LEI): 549300S7GOEVR0EGFN47

• 1. Any clearing system(s) other than Euroclear and Clearstream, Luxembourg:
• 1. Delivery:
• Names and addresses of additional Paying 46. Agent(s) (if any):
• 1. Registrar:
• 1. Calculation Agent:

• Rating: Not Applicable

Delivery against payment

Not Applicable

Not Applicable

The Bank of New York Mellon, London Branch

$A2$ (Moody's Investors Service, $Inc.)$ ("Moody's")

A (Standard & Poor's Ratings Services, a division of the McGraw Hill Companies Inc.) $("S\&P")$

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.

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.

1. Other notices: Not Applicable

LISTING APPLICATION

This Pricing Supplement comprises the final terms required for issue and admission to trading on the Australian Securities Exchange operated by the ASX Limited (ABN 98 008 624 691) 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

arenna

Attorney Signature

Print Name: STUART KING Print Name:

Carolyn Reynolds

APPENDIX

On the occurrence of a Change of Control Put Event, each Noteholder will have the option to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) any Note held by the Noteholder on the Change of Control Put Date at the Change of Control Redemption Amount. A Noteholder may exercise the Change of Control Put Option by notice given to the Issuer at any time during the Change of Control Put Period and otherwise in accordance with the conditions of the Notes.

Where:

"Change of Control" means a person acquiring Control of the Trust or a person which has Control of the Trust ceasing to have Control of the Trust (in each case, excluding a change of Control where, after such change, Control is held by Vicinity Limited (ACN 114 757 783) or a related body corporate of the Trust or Vicinity Limited (ACN 114 757 783)) without the prior approval of the Noteholders by way of an Extraordinary Resolution:

"Change of Control Put Date" means the date which is 7 days after the expiration of the Change of Control Put Period:

"Change of Control Put Event" occurs if either:

• $(a)$ in anticipation of a Change of Control; or
• $(b)$ during the Change of Control Put Period,

one or more credit ratings assigned to the Notes are changed (or cease) so that less than two Rating Agencies rate the Notes Investment Grade, provided that:

• $(i)$ where a rating has been changed, the relevant Rating Agency announces publicly, refers in its publicly stated rationale for such change, or confirms in writing to the Issuer that such change resulted, in whole or in part, in anticipation of, or as a result of the occurrence of, the Change of Control;
• $(ii)$ in the case of an anticipated Change of Control, a Change of Control Put Event will be deemed to have occurred only if and when a Change of Control subsequently occurs and that occurrence takes place within 90 days after the negative change in credit rating; and
• if there is only one credit rating assigned to the Notes, a Change of Control Put Event can $(iii)$ only occur if that credit rating changes so that the relevant Rating Agency does not rate the Notes Investment Grade.

"Change of Control Put Period" means, in respect of a Change of Control, the period ending 60 calendar days after the earlier to occur of the date on which the Change of Control occurs and the date on which it is publicly announced;

"Change of Control Redemption Amount" means in respect of a Note, 100 per cent. of its nominal amount plus interest accrued, but not paid, to (but excluding) the Change of Control Put Date;

"Control" has the meaning given to that term in Section 50AA of the Corporations Act 2001 (Cth):

"Investment Grade" means in relation to the Notes means:

• $(a)$ BBB- or higher by S&P (or its equivalent under any successor rating category of S&P);
• $(b)$ Baa3 or higher by Moody's (or its equivalent under any successor rating category of Moody's); or

$(c)$ an equivalent rating to either BBB- or Baa3, or higher, by any other Rating Agency;

"Rating Agency" means:

S&P; $(a)$

$(b)$ Moody's; and

$(c)$ another internationally recognised rating agency that provides a rating for the Notes;

"related body corporate" has the meaning given to that term in Section 50 of the Corporations Act 2001 (Cth);

"Trust" means Vicinity Centres Trust (ARSN 104 931 928); and

"Voting Stock" means the units in the Trust from time to time in issue.