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For Personal Use Only 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 responsible entity of Vicinity NVN Trust (ARSN 090 150 280) 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 responsible entity of Vicinity NVN Trust (ARSN 090 150 280) (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”. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624 691) (ASX) and/or such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. 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 S.A./N.V. (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. NotesFor personal use only 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. Arrangers and Dealers BNP PARIBAS DEUTSCHE BANK Dealers ANZ BOFA MERRILL LYNCH CITIGROUP COMMONWEALTH BANK OF HSBC NATIONAL AUSTRALIA BANK AUSTRALIA LIMITED SCOTIABANK WESTPAC INSTITUTIONAL BANK The date of this Offering Circular is 9 March 2016. For personal use only 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.
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