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For Personal Use Only OFFERING CIRCULAR Scentre Management Limited ABN 41 001 670 579 (incorporated with limited liability in Australia) in its capacity as responsible entity and trustee of Scentre Group Trust 1 ARSN 090 849 746 RE1 Limited ABN 80 145 743 862 (incorporated with limited liability in Australia) in its capacity as responsible entity and trustee of Scentre Group Trust 2 ARSN 146 934 536 RE (NZ) Finance Limited (incorporated and registered in New Zealand with registered number 3183148) as issuers on the basis set out below €10,000,000,000 Euro Medium Term Note Programme Guaranteed on a joint and several basis by each of Scentre Group Limited ABN 66 001 671 496 (incorporated with limited liability in Australia) Scentre Management Limited ABN 41 001 670 579 (incorporated with limited liability in Australia) in its capacity as responsible entity and trustee of Scentre Group Trust 1 ARSN 090 849 746 RE1 Limited ABN 80 145 743 862 (incorporated with limited liability in Australia) in its capacity as responsible entity and trustee of Scentre Group Trust 2 ARSN 146 934 536 RE2 Limited ABN 41 145 744 065 (incorporated with limited liability in Australia) in its capacity as responsible entity and trustee of Scentre Group Trust 3 ARSN 146 934 652 (to the extent, where applicable, that the party is not named as an Issuer in relation to a Series of Notes in the applicable Pricing Supplement) and guaranteed on a joint and several basis by For personal use only RE (NZ) Finance Limited (incorporated and registered in New Zealand with registered number 3183148) (where it is not named as an Issuer in relation to a Series of Notes in the applicable Pricing Supplement) Scentre Finance (Aust) Limited ABN 37 093 642 865 (incorporated with limited liability in Australia) and any other person that becomes an additional subsidiary guarantor in accordance with the Trust Deed (as defined below) Under this €10,000,000,000 Euro Medium Term Note Programme (the Programme ), any one or more of Scentre Management Limited in its capacity as responsible entity and trustee of Scentre Group Trust 1 ( SGT 1 ), RE1 Limited in its capacity as responsible entity and trustee of Scentre Group Trust 2 ( SGT 2 ) and RE (NZ) Finance Limited ( RE (NZ) Finance ) (each an Issuer and together the Issuers ) may from time to time issue notes (the Notes ) denominated in any currency agreed between the relevant Issuer (as defined below) and the relevant Dealer (as defined below). References in this Offering Circular to the relevant Issuer shall, in relation to any issue or proposed issue of Notes, be references to whichever one or more of SGT 1, SGT 2 and/or RE (NZ) Finance is specified as the Issuer(s) or proposed Issuer(s) of such Notes in the applicable Pricing Supplement. Where the applicable Pricing Supplement specifies more than one Issuer as the relevant Issuer, the obligations of such Issuers in relation to the relevant Notes shall be joint and several obligations of such Issuers. The Notes will be unsecured and unsubordinated obligations of the relevant Issuer and, subject to the limitation on liability and recourse of the Responsible Entities (as defined in the Definitions below), will rank equally with the relevant Issuer’s existing and future unsecured and unsubordinated debt. Each Series of Notes will be guaranteed on a joint and several basis by each of SGT 1 and SGT 2, to the extent that the party is not named as an Issuer in relation to such Series of Notes in the applicable Pricing Supplement, as well as by Scentre Group Limited ( SGL ) and RE2 Limited, in its capacity as responsible entity and trustee of Scentre Group Trust 3 ( SGT 3) (each a Parent Guarantor and together, the Parent Guarantors ). In addition, each Series of Notes will be guaranteed on a joint and several basis by each of RE (NZ) Finance (where RE (NZ) Finance is not named as an Issuer in relation to such Series of Notes in the applicable Pricing Supplement) and Scentre Finance (Aust) Limited (the Subsidiary Guarantors and, together with the Parent Guarantors, the Guarantors , the Issuers and the Guarantors being together referred to as the Obligors and each an Obligor ). The guarantees given by the Guarantors (the Guarantees ) will be unsecured and unsubordinated debt obligations of the Guarantors and, subject to the limitation on liability and recourse of each of the Responsible Entities (as defined below), will rank equally with all existing and future unsecured debt of each Guarantor. Pursuant to an order of the Supreme Court of New South Wales, Australia, dated 23 June 2014, a restructuring of Westfield Group was approved (the Restructuring ). As a result of the Restructuring, implemented on 30 June 2014, Westfield Group was split into two. Westfield Group’s Australian and New Zealand business, including its vertically integrated retail operating platform, was separated from the international business of Westfield Group and Westfield Group’s Australian and New Zealand business was merged with Westfield Retail Trust. The Restructuring created two new listed retail property groups, one focusing on Australia and New Zealand (Scentre Group ) and the other focusing on international markets (Westfield Corporation ). See “Description of Scentre Group – Overview of Scentre Group – The Restructuring ”. The stapled entities of Scentre Group comprise Scentre Group Limited (formerly Westfield Holdings Limited), Scentre Group Trust 1 (formerly Westfield Trust), Scentre Group Trust 2 (formerly Westfield Retail Trust 1) and Scentre Group Trust 3 (formerly Westfield Retail Trust 2). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme ” and any additional Dealer appointed under the Programme from time to time by the Issuers (each a Dealer and together the Dealers ), which appointment may be for a specific issue or on an ongoing 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. Interests in a Temporary Global Note (as defined herein) will be exchangeable, in whole or in part, for interests in a Permanent Global Note (as defined herein) on or at the Exchange Date as set out in the relevant Pricing Supplement, upon certification of non-US beneficial ownership. The offer and marketing of the Notes is being conducted only to professional clients (as defined under Directive 2004/39/EC) in Germany, France, The Netherlands, the United Kingdom, Denmark, Finland, Italy, Spain, Belgium, Austria, Luxembourg, Portugal and Ireland (the “Approved Jurisdictions”) and is not being conducted in any other European Union member state. If a potential investor is not in an Approved Jurisdiction or otherwise is a person to whom the Notes cannot be marketed in accordance with For personal use only Directive 2011/61/EU (the “Directive”) as implemented and interpreted in accordance with the laws of each European Union member state, it should not participate in the offering and the Notes are not being offered or marketed to it. Potential investors should note that this Offering Circular has been prepared solely for use in connection with Notes to be issued under the Programme, and not for any other purpose. In particular, this Offering Circular is not being, and may not be, used in connection with any offer or marketing (as such term is defined under the Directive) of any units or shares of any entity. In addition, none of the Issuers has been licensed for distribution with the Swiss Financial Market Supervisory 2 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) and none of the Issuers has appointed a Swiss paying agent and representative. Accordingly, investors in Notes issued under the Programme do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA. In Switzerland, the Notes issued under the Programme are exclusively offered and sold to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b CISA. This Offering Circular or any other information supplied in connection with the Programme may not be taken or transmitted into, or distributed, directly or indirectly in Switzerland, save that it may be handed out and made available in Switzerland exclusively to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b of CISA. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors ”. This Offering Circular has not been reviewed or approved by the Central Bank of Ireland, the UK Listing Authority or any other competent authority and does not constitute a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the Prospectus Directive ). This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each a Relevant Member State ) will be made pursuant to an exemption under the Prospectus
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