CREATING LIFESTYLE DESTINATIONS Annual Report 2017 Inside

02 ur erating odel 04 Chairman’s Review 06 and anaging iretors eview 08 ur erating and Finanial eview 22 ur Portfolio 30 ur Peole 32 igital 34 ur Board 37 ur xeutive ommittee 40 Tax Transareny 43 Sustainability Assurane Statement 44 Financial Report 45 iretors eort 49 Remuneration Report 67 Finanial Statements 107 ndeendent Auditors eort 113 ororate iretory

About this report This annual report is a summary of Vicinity Centres’ operations, ativities and finanial osition as at une 17 n this report references to ‘Vicinity’, ‘Group’, ‘we’, ‘us’ and ‘our’ refer to iinity entres unless otherwise stated eferenes in this reort to a year and FY17 refer to the finanial year ended une 17 unless otherwise stated All dollar figures are exressed in Australian dollars (A) unless otherwise stated This annual reort disloses iinitys finanial and nonfinanial erformane for FY17 and has been reared using elements of the ntegrated eorting framewor ore information particularly latest company announcements and detailed sustainability reorting an be found on iinitys website iinity is ommitted to reduing the environmental footrint associated with the production of the annual report and printed copies are only posted to securityholders who have eleted to reeive a rinted oy This reort is rinted on environmentally resonsible aer manufatured under S11 environmental standards The following symbols are used in this reort to rossrefer to more information on a topic:

References additional materials within this report References additional materials on Vicinity’s website

Disclaimer This reort ontains forwardlooing statements inluding statements indiations and guidane regarding future earnings distributions and erformane The forwardlooing statements are based on information available to iinity entres as at the date of this reort (16 August 17) These forwardlooing statements are not guarantees or reditions of future results or erformane exressed or imlied by the forwardlooing statements and involve nown and unnown riss unertainties assumtions and other fators many of whih are beyond the ontrol of iinity entres The atual results of Vicinity Centres may differ materially from those exressed or imlied by these forwardlooing statements and you should not lae undue reliane on suh forward looing statements xet as reuired by law or regulation (inluding the AS isting ules) we undertae no obligation to udate these forwardlooing statements

Chadstone, VIC From local shopping centres to premium retail destinations that compete on an international stage, we aim to enrich our communities by providing unique centres with the shops, services and amenities that they need.

Performance Highlights

Statutory net profit after tax $1,583.6m FY16: $960.9m

Distribution per security 17.3 FY16: 17.7¢

Total return1 15.5% FY16: 12.8%

Employee engagement score 71% FY16: 66%

Green Star Performance portfolio rating 3 Stars FY16: 2 Stars

Occupancy rate 99.5% June 2016: 99.4%

1. Calculated as: (Change in net tangible assets per security (NTA) during the period + distributions declared)/opening NTA.

Vicinity Centres Annual Report 2017 01 Our Operating Model Enriching community experiences

Our resources Our value add We evolve and optimise our Our strategy is to create unique and relevant resources to complement and enhane our oerating model consumer experiences, deliver compelling value for our retail partners and strive for Capital excellence in everything we do. aital from our euity and debt investors and strategi artners People A highly engaged and aable worfore Real estate A resilient and sustainable roerty ortfolio Data and systems Networ aability data roesses and our insights Deliver the best retail and intelletual roerty mix and engaging Brand experiences to attract Brand and reutation underinned consumers and support by strong staeholder relationshis our retail partners.

External inences e embrae oortunities and manage material riss resented by our external inuenes

Financial and property markets Fators that imat the aessibility riing and liuidity of our aital and real estate assets Enhance our portfolio Consumer and retail trends quality through hanging lifestyles needs and select developments, behaviours of onsumers and maret divestments and fores that affet our retailers acquisitions. Local community emograhi ultural soial and economic characteristics where we oerate Environment Aessibility and ost of resoures and the imats of limate variability

02 Vicinity Centres Annual Report 2017 Our outcomes e reate shared value by enrihing ommunity exerienes

Solid investor returns 4.6% omarable underlying PS growth 15.5% total return (FY16 1)

Successful retailers and satisfie cstomers $9,429 per sqm seialty store AT (u 6 on FY16)

Highly engaged people 71% engagement sore (FY16 66)

Better communities $1.8 million community investment Intensively (FY16 1 million) managing our 8% centres to drive redution of arbon intensity on FY16 income growth (down to 71g 2esm) and operational efficiencies.

Find out more about our strategy and how we create shared value for our stakeholders in the following pages.

Vicinity Centres Annual Report 2017 03 Chairman’s Review

Dear Securityholders I am pleased to present to you Vicinity Centres’ (Vicinity’s) 2017 Annual Report.

uring the 17 finanial year we have The imrovement of many of our ey foused on reinforing iinitys strong ortfolio metris during the year reets latform for future growth Portfolio uality this fous has been imroved our aital osition has been strengthened we have invested e have also integrated broader in networs systems and aability to sustainability obetives into our strategy oerate more effetively and gain deeer to reate a lowarbon highlyeffiient Peter Hay – Chairman insights into our onsumers behaviours portfolio, enhance our climate resilience and all outstanding ey merger and and shae better ommunities where we integration ativities have now been oerate As one of the largest owners and being initiated at some of our entres omleted e have also ontinued to managers of shoing entres in aross the ueensland oast am leased sharpen our emphasis on our consumers we touh a great number of lives our to reort that there were no serious inuries and our retailers, as we position Vicinity people, our retailers and service providers, to our eole and no maor damage to for further suess in the evolving retail together with our onsumers and loal our assets would lie to anowledge landsae ommunities As an emloyer we have the dedication and professionalism of foused on a number of internal initiatives our team in how they dealt with these Statutory net rofit after tax for the this year inluding a fous on ulture unforeseen events 1 months to une 17 was and engagement This year am leased 16 million underinned by strong to report that our people initiatives have At the 16 Annual General eeting net roerty valuation gains Net tangible heled to inrease our overall engagement (AG) announed our intention to assets er seurity (NTA) was u to sore to 71 u erentage oints on redue the total number of Board suorting a total return1 of 1 the rior years grouwide engagement members and also to introdue new for the eriod nderlying earnings of survey outome sills to our Board artiularly in the 71 million or 17 ents er seurity areas of digital and tehnology am were delivered This result was in line with e have also been strategially investing in delighted to be weloming s anette guidane and down 1 omared to the our ommunities ontributing 1 million endall to the Board as an ndeendent rior year largely as a result of nonore this year through both ororate and entre Nonexeutive iretor effetive from assets divested to imrove the uality level ommunity initiatives e entered 1 eember 17 uring the year and growth of the ortfolio Adusting for a threeyear artnershi with Beaon r ihard addo A retired from auisitions and divestments omarable Foundation to deliver our community the Board and at iinitys 17 AG underlying earnings were u 6 on the investment rogram fousing on assisting later this year r harles ae and rior year a strong ahievement in unemloyed and disengaged youth in our s ebra Stirling will also be retiring a soft retail environment This solid result ommunities e have also artnered with from the Board n behalf of the Board reets the benefit of ongoing ortfolio a number of soial enterrises suorting than ihard harles and ebra enhancement, the realisation of further the emloyment of aroximately for their commitment to Vicinity’s merger synergies and effiienies and disadvantaged individuals from our loal seurityholders and their signifiant the sound underlying erformane of ommunities e believe these initiatives ontribution to the Board our assets The fullyear distribution er reate shared value by strengthening our seurity was 17 ents omared to communities and the connection they ur and anaging iretor r Angus 177 ents in the rior year mainly due have with our entres Naughton announed his retirement to the divestment of nonore assets as of 1 eember 17 having A number of unfortunate events ourred been involved with the business for To deliver on our strategy to reate during the year n February 17 a light nearly 1 years inluding his time with uniue and relevant onsumer airraft rashed into the omemaer Novion Proerty Grou (Novion) and its exerienes deliver omelling value for entre at F ssendon Sadly those redeessor FS etail Proerty Trust our retail artners and strive for exellene on board the lane did not survive n Grou Angus steed in to lead iinity in everything we do we foused on behalf of the entire iinity team extend through the integration of the merger imroving our offer both in terms of the my condolences to the families of the between Novion and Federation entres assets within our portfolio and the retail deeased The entre was losed at the in August 1 having reviously been exeriene for our onsumers e have time and fortunately there were no other the and anaging iretor of Novion done this through seletive auisitions asualties ylone ebbie in arh 17 n behalf of the Board than Angus divestments and redevelopment, and and the assoiated ash ooding resulted for his ivotal ontribution in omleting by ontinuing to refine our tenany mix in entre losures and emergeny lans the suessful integration of these

1 alulated as (hange in NTA during the eriod distributions delared)oening NTA nludes a ombination of ash and inind ontributions aounting for assoiated management time and art of the oerational send on soial enterrises in aordane with the ondon Benhmaring Grou (BG) framewor 04 Vicinity Centres Annual Report 2017 Emporium , VIC

Our strategy is to create unique and relevant consumer experiences, deliver compelling value for our retail partners and strive for excellence in everything we do.

two grous delivering the antiiated also announed an onmaret buyba synergies from the merger and reating of u to of iinitys seurities whih a strong latform for the future is to be undertaen oortunistially at a rie that is aretive to both FF After a global searh am leased to er seurity and NTA have announced the appointment of r Grant elley as the inoming and To meet evolving onsumer referenes anaging iretor ith global exeriene we will ontinue to rogress our extensive in real estate investment, corporate development pipeline and reposition strategy funds management and rivate our tenany mix ur ative aroah euity Grant will bring a strong strategi to asset enhancement which continues and analytial ersetive to bear on to strengthen our ortfolio resiliene the evolving Australian retail landsae yearonyear ouled with these reently The Board together with Angus will announced capital initiatives, positions wor to ensure a smooth transition us well to reate longterm value and from Angus through to Grants lanned sustainable growth desite exetations ommenement on 1 anuary 1 that the retail sales environment will remain hallenging over the oming year n the year ahead our fous will ontinue to be on building uality and strength n behalf of the Board would lie to aross the business This inludes the than the iinity team who ontinue implementation of recently announced to wor with assion looing for ways initiatives to further strengthen iinitys to imrove our business while delivering aital osition ffetive from FY1 solid underlying erformane would iinitys rimary earnings measure also lie to than our seurityholders for will hange to funds from oerations your ontinued suort throughout this (FF) and our distribution ayout ratio transformational year and loo forward will be to 1 of adusted funds to having the hane to meet with many from oerations (AFF) This hange in of you at our 17 AG that will be held distribution oliy will result in a lower in elbourne on 16 November 17 distribution for FY1 than under the revious oliy but is more sustainable over the long term and will suort the future growth of iinity Additionally we intend to divest a further million of nonore assets over the oming year to imrove ortfolio uality e have Peter Hay Chairman

Vicinity Centres Annual Report 2017 05 CEO and Managing Director’s Review

Dear Securityholders I am pleased to present to you an update on Vicinity Centres, for what has been an extremely active 12 month period.

The outcomes of this activity are to further imrove our ortfolio uality reeted in the solid results reorted together with our adotion of FF and for the 17 finanial year whih were AFF as rinial oliy measures effetive driven by benefits from ongoing ortfolio from FY1 will further strengthen our enhanement through auisitions aital osition and suort future growth Angus McNaughton – divestments, developments and tenant These initiatives build on last months CEO and Managing Director remixing the omletion of all ey merger announement of an onmaret buyba integration ativities realising additional of u to of iinitys seurities to be effiienies within our business along undertaen at a rie that is aretive with the sound underlying erformane of to both FF er seurity and NTA while our retail mix from midlevel womens our assets Another highlight in the eriod also reserving amle aaity to fund aarel into ategories exeriening was rolling out our ommunity investment iinitys other aital reuirements higher demand suh as food atering rogram to strengthen the ommunities and retail servies e are also foused in whih we oerate FY17 earnings on a wide range of initiatives to enhane and FY18 guidance the retail exeriene in a ontinuously iinity delivered statutory net rofit after Pages evolving retail landsae tax for FY17 of 16 million whih was underinned by strong net roerty ur ative ortfolio reositioning during Amaon has made a wellubliised 1 valuation gains of million the year is also being reeted in our solid ommitment to enter the Australian maret nderlying earnings for the eriod were ortfolio metris The ortfolio ouany over the next year or two hile we feel 71 million or 17 ents on a er rate has imroved to omared Amaon will have a greater imat on the seurity basis Adusting for auisitions to a year earlier and leasing existing online retail maret in omarison and divestments omarable underlying sreads are also stronger omarable to instore sales its entry will raise the earnings were u 6 on the rior seialty sales er sm were u strongly servie delivery exetations of Australian year suorted by omarable net by 6 to and omarable onsumers There is also heightened roerty inome growth of and specialty occupancy costs remained imortane on delivering a omelling lower net ororate overheads a strong unhanged at 16 omnihannel exeriene integrating the ahievement in a soft retail environment hysial and digital shoing ourneys for Ahieving these ortfolio metris has both retailers and onsumers and this is Prudent aital alloation deisions and been a great outome artiularly given a ey area of fous for our business the divestment of interests in 17 billion the softer retail trading environment of assets over the ast months whih featured a number of retailer This year, we completed the connection have ut us in a strong aital osition administrations in the eriod oving of our retail assets and ororate offies At une 17 our gearing was 7 annual turnover (AT) growth at une to a single highseed digital networ our weighted average debt duration was 17 was omared to 1 for with iFi onnetivity throughout ur years and all debt exiring in FY1 the rior eriod Seialty store AT onsumers now have aess to free high had been reaid ur suess on ortfolio growth was down from a speed WiFi at our centres and the rich enhanement initiatives and strengthening year earlier xluding the imat of data we are gathering from this networ is our balane sheet was anowledged in the i Smith ortfolio that went into enabling us to gain insight into onsumer anuary 17 with Standard Poors administration in FY16 seialty store behaviour inluding dwell times foot raising iinitys redit rating to A with AT was u 1 traffi and the way onsumers move a stable outloo around our entres ur fous for FY1 We have continued to reposition our is to leverage this data to enhane the ur reently announed initiatives of tenany mix and imrove our retail onsumer exeriene rovide insights aroximately million of nonore offer in resonse to hanging onsumer to retailers, and improve the way we assets intended to be divested in FY1 referenes This inludes reweighting manage our assets

1 alulated as the aggregate net valuation gain for the two sixmonth eriods The net valuation gain exludes statutory aounting adustments and assets divested during eah eriod For a reoniliation of underlying earnings to statutory net rofit refer to Note 1(b) of the Finanial eort Sales are reorted on a omarable basis whih exludes divestments and develomentimated entres in aordane with Shoing entre ounil of Australia (SA) guidelines

06 Vicinity Centres Annual Report 2017 ngoing ortfolio enhanement through These initiatives along with our resonsible A major highlight divesting nonore assets maing management raties ontinue to selet auisitions and reositioning be favourably reognised by three ey of our development our entres through tenant remixes and sustainability surveys n late 16 we activities this year, was redeveloment remains a ey fous for were included in three leaders indices in the completion of the our business to reate longterm value the ow ones Sustainability ndex (S) and to drive sustainable earnings growth raned above our retail eers by Global $666 million (Vicinity eal state Sustainability Benhmar share: $333 million) Taing advantage of the ongoing demand (GSB) and rated A for limate hange for retail property, we divested interests erformane by P major redevelopment in 1 retail assets for 6 million during of Chadstone in FY17 a remium to revailing boo ooing ahead we do exet the retail June 2017, which values Sale roeeds were used in art environment to remain hallenging to auire the remaining interests in two over the next 1 months ur fous included welcoming ® assets that we artly owned inluding remains on building a stronger and more the first LEGOLAND the strongly erforming F South harf resilient business e intend to divest Discovery Centre in the and also to rogress our signifiant aroximately million of non develoment ieline ore assets over FY1 and to ontinue southern hemisphere to rogress our develoment ieline into the centre. A maor highlight of our develoment Furthermore in resonse to strong activities this year, was the completion leasing demand we will ommene maor of the 666 million (iinity share remixes at hadstone and ueensPlaa million) maor redeveloment of These roets will signifiantly imrove t has been a rivilege to be art of hadstone in une 17 whih inluded the tenany mix and growth otential of iinitys transformation and together weloming the first GAN® isovery both assets notwithstanding a shortterm with the Board and exeutive team Centre in the southern hemisphere into imat on FF while wors are omleted to establish iinitys strategi diretion the entre hadstone has ontinued iinity is in a strong osition and am to strengthen sine the oening of e will be rogressing our develoment very onfident in the highly ometent the ey retail stage in tober 16 ieline inluding omleting andurah exeutive team that we have built and attrating large rowds artiularly on the Forum oening the first stage of retail their ability to drive the future growth of weeends with annual traffi u 1 to at The Glen and advaning the F our business loo forward to ontinuing over 1 million visitors and AT u roet Aross our ortfolio we to wor with the team through to the end to 17 billion at une 17 This will ontinue to fous on reating the of 17 and am ommitted to overseeing develoment has reaffirmed hadstones best tenant mix to enhane the retail a smooth transition to inoming status as one of the leading retail assets exeriene generating additional inome and anaging iretor Grant elley globally and has underinned a strong streams and driving further oerational valuation gain over the year of 1 to effiienies n aital management Than you for your ongoing suort billion (iinity share 6 billion) we will see to buy ba iinity seurities at a rie that is aretive to both FF This year we looed more deely into er seurity and NTA while also reserving the longer term sustainability of our ample capacity to fund other capital assets e omleted a ortfoliowide reuirements e will also loo to extend ris assessment to better understand our FY1 debt exiries the imats of limate hange on our Angus McNaughton business and integrated limate resiliene ur FY1 FF guidane is 1 to and anaging iretor onsiderations into ey business roesses 1 ents er seurity and our FY1 We continued to reduce the resource distribution ayout ratio is exeted to be usage of our entres and ommened 1 of AFF with maintenane aital further wor to identify energy effiieny exenditure and inentives in total to be and onsite solar generation oortunities aroximately 7 million to million aross our ortfolio ur third solar installation went live at llenbroo FY17 earnings entral roviding a strong business and FY18 guidance ase for our lowarbon strategy being Pages develoed in the year ahead

xludes transations osts and inludes ontrats exhanged for the sale of Terrae entral NS whih is exeted to settle in November 17 Assuming no material deterioration to existing eonomi onditions

Vicinity Centres Annual Report 2017 07 Our Operating and Financial Review

We are pleased to present Vicinity Centres’ operating and financial review for the 2017 financial year. This operating and financial review sets out Vicinity’s strategy, operating model, achievements, objectives and outlook. It also provides a review of financial and operational performance over the 2017 financial year, along with key risks and opportunities.

Our vision Our purpose Reimagining destinations To enrich community experiences. We do this by creating a of the future, creating better, easier and more enjoyable experience for our stakeholders places where people love – our consumers, retailers, securityholders, strategic partners and to connect. our people.

Our strategy and business shae better ommunities e measure and divestments The distribution er prospects our suess by the shared value we seurity delared totalled 17 ents reate for all of our staeholders (1 7 ents 6 ents) whih ur vision is to reimagine destinations euates to a ayout ratio of of of the future reating laes where e believe this strategy enables iinity underlying earnings eole love to onnet To ahieve this to reate longterm value and sustainable our strategy is to reate uniue and growth from our ortfolio of uality iinity has revised its earnings and relevant onsumer exerienes deliver Australian retail assets distribution ayout oliies to harmonise omelling value for our retail artners them with broadly aeted maret and strive for exellene in everything Our operating model ratie ffetive from FY1 iinitys we do This means being onsumer Pages rimary earnings measure will hange entri and understanding and resonding from underlying earnings whih inludes to hanging onsumer trends e fous rent lost from undertaing develoments on reating destinations that engage and FY17 outcomes to funds from oerations (FF) exite while maing the retail ourney and FY18 focus onurrently our distribution oliy easier so that our consumers visit more Vicinity’s performance and achievements has been revised to ay out to often and stay longer ur strategy also in FY17 and fous for FY1 an be found 1 of adusted funds from oerations involves artnering with our retailers on the ages following (AFF) whih will drive more sustainable to understand how we can service and earnings growth going forward AFF suort them for suess Aross our reresents FF adusted for annual business we embrae a ulture of agility Key performance metrics maintenane aital exenditure and and innovation onstantly striving to Page 1 stati lease inentives imrove the way we oerate e use Achievements and focus data and tehnology to hel us servie Pages 111 iinitys FF guidane for FY1 is 1 our consumers and retailers, and to to 1 ents er seurity and assumes oerate more effiiently aroximately million of nonore FY17 earnings asset divestments in the period and rent With a portfolio across Australia of our and FY18 guidance lost from maor remixes at hadstone sale we have a signifiant oortunity ver the 1 months to une 17 and ueensPlaa After adusting for to deliver on our purpose, to enrich iinity generated a net rofit of the imat of ortfolio hanges , this ommunity exerienes now and into 16 million underinned by solid guidane reets omarable FF the future The integration of broader underlying erformane and strong er seurity growth of to sustainability obetives into our strategy roerty valuation gains iinitys iinitys distribution ayout ratio for guides how we invest in our ommunities underlying earnings1 er seurity (PS) FY1 is exeted to be 1 of AFF and build a lowarbon and limate was 17 ents for the year whih aintenane aital exenditure and resilient ortfolio This aroah hels reets omarable underlying PS inentives in total for FY1 are foreast to us reate sustainable destinations and growth of 6 adusting for auisitions be 7 million to million

1 nderlying earnings is net rofit adusted for fair value movements ertain unrealised and nonash items and other items that are not in the ordinary ourse of the business or are aital in nature Assuming no material deterioration to existing eonomi onditions Auisitions divestments and maor remixes at hadstone and ueensPlaa

08 Vicinity Centres Annual Report 2017 Living our values “We bring our values to life through the actions we take and the experiences we create – we embrace difference, we always collaborate, and we imagine a better way – and we believe in the power of the collective to achieve our purpose of enriching community experiences.” Damian Zahra General Manager People and Culture

Vicinity Centres Annual Report 2017 09 Our Operating and Financial Review continued

Achievements and focus FY17 achievements FY18 focus Intensive asset • mroved ouany to • Continue to improve the retail offer across management • Ative ortfolio remixing omleting 176 leasing deals the portfolio with an average leasing sread(a) of 1 • nrease anillary inome revenue • stablished rossfuntional woring grous foused • mlement initiatives to drive further entre on imroving onsumer and retailer exerienes effiienies • Strong growth in anillary inome of 6 driven by asual mall leasing retail media and ar aring

Development • omleted maor redeveloment of hadstone inluding first • omlete andurah Forum develoment GAN® isovery entre in the southern hemishere on time and on budget • ommened maor develoment of The Glen • aterially advane The Glen and F Perth roets In July 2017 • ommene hadstone otel roet • omleted the first retail stage of andurah Forum development fully leased • Finalise soe and ommene maor redeveloment of Galleria and refurbishment • ommened onstrution of F Perth and remixing roet at oselands • ommene maor remixes at hadstone and ueensPlaa • Advane selet roets in the shadow ieline

Chadstone, VIC

10 Vicinity Centres Annual Report 2017 FY17 achievements FY18 focus Acquisition/ • ivested interests in 1 retail assets for 6 million • ontinue to review auisition oortunities (b) divestment reeting a remium to boo values • ivest million of nonore assets • Auired remaining interest in strongly erforming F South harf

Capital • ssued million of Australian medium term notes • timise the ost of debt while aroriately and reaid FY1 debt exiries managing debt diversity exiry rofile and • Standard Poors raised iinitys redit rating to Astable maret ris from Aositive • eliver wholesale fund obetives • elivered on wholesale fund obetives inluding • tilise sustainability survey outomes to omleting Gateway Plaa redeveloment and ommening strengthen business and sustainability raties idland Gate redeveloment • Strong erformane aross investor sustainability surveys()

People • mroved our emloyee engagement sore in ey fous areas • aintain high engagement sore of over 7 • aunhed sheimagines amaign as art of our ommitment • mlement diversity rograms relating to mental to gender diversity health and age • Transitioned elbourne team into new offie with ativitybased and agile woring • stablished worlae giving and volunteering rograms

Real estate • Ahieved Green Star Performane ortfolio rating of Stars • evelo a lowarbon target for iinity • Suessfully trialled 1w solar installation at llenbroo entral • edue deendene on eletriity grid through • edued arbon intensity(d) by energy effiieny measures and ursuing solar rollout • omleted limate ris assessment aross whole ortfolio and aross ey business roesses • ontinue to embed limateris onsiderations into ey business roesses

Data and • omleted onnetion of entres and ororate offies • Continue to collect and analyse consumer data Systems to single highseed digital networ • Standardise reorting of data • ommened olletion of information on onsumer behaviour • stablish digital solutions for onsumers and • stablished a data lae to ool a range of data (aounting retailers roerty metris and realtime onsumer and oerational data) • nvestigate other digital initiatives • stablished seurity governane framewor and develoed an information seurity management system to strengthen yber seurity

Brand and • stablished iinity entre brand framewor • se iinity data and insights to tailor entre relationships • stablished threeyear artnershi with Beaon Foundation brands to our onsumers foused on unemloyed and disengaged youth • mrove retailer satisfation sores • ndertoo internal ommunity grants rogram where • ontinue rollout of ommunity investment 1 was distributed at a entre level to form loal rogram at ororate and entre level with artnershis that address youthrelated needs in eah Beaon Foundation catchment • Sent over on soial enterrises suorting the emloyment of eole

(a) The variane between the rent at the end of a lease and the rent reeived over the same sae for a new lease (b) xludes transation osts and inludes ontrats exhanged for the sale of Terrae entral NS whih is exeted to settle in November 17 () ow ones Sustainability ndies P and Global eal state Sustainability Benhmar Recent sustainability survey results viinityomau

(d) FY17 omared to FY16 on a er sm basis

Vicinity Centres Annual Report 2017 11 Our Operating and Financial Review continued

Our performance Key performance metrics Performance metric 30-Jun-17 30-Jun-16 Change Page Financials Statutory net rofit after tax(a) $1,583.6m 6m 67m 1 nderlying earnings er seurity(a) 18.7 cents 11 ents own 1 1 istribution er seurity(a) 17.3 cents 177 ents own 1 omarable net roerty inome growth(a)(b) 2.5% na 1 Total return(a) 15.5% 1 na Total securityholder return(a) (17.7%) na Portfolio Number of retail assets() 74 1 own 7(l) uany rate() 99.5% 1 bs 1 Total moving annual turnover (AT)() $16.2b 167b na 1 Seialty store AT()(d) (er sm) $9,429 6 6 1 uany ost() 14.6% 16 1 eighted average aitalisation rate() 5.61% Tightened bs Balance Sheet Total assets() $16.7b 1b 1 1 Net tangible assets er seurity() $2.82 7 1 Net asset value per security() $2.97 7 1 Debt Gearing()(e) 24.7% edued 1 bs 1 eighted average ost of debt(a)(f) 4.2% bs ebt duration()(g) 5.3 years years 16 Proortion of debt hedged() 90% 1 own 1 People mloyee engagement sore() 71% 66 Women in leadership()(h) 36% 1 1 TF(a)(i) (er million hours wored) 3.84 67 mroved by 1 Sustainability Community investment(a)() $1.8m 1m m Green Star Performane ortfolio rating() 3 Stars Stars 1 Star 7 NABS nergy rating()() 3.7 Stars Stars Stars 7 NABS ater rating()() 3.2 Stars Stars Stars 7 nergy intensity (er sm)(a) 303MJ mroved 6 7 (a) arbon intensity soe 1 and (er sm) 71kg CO2-e 77g e mroved 7 Waste diversion rate(a) 36% mroved 1 7 (a) For the 1 months to une (b) xludes auisitions divestments and develomentimated entres and is alulated on a lieforlie basis versus the rior orresonding eriod () As at une (d) omarable xludes divestments and develomentimated entres in aordane with SA guidelines (e) alulated as drawn debt at Note 7(a) of the Finanial eort net of ash divided by total tangible assets exluding ash finane lease assets and derivative finanial assets (f) Average for rior 1 months and inlusive of margins drawn line fees and establishment fees (g) Based on faility limits (h) xeutive ommittee senior leaders and senior managers (i) Total reordable inury freueny rate the number of lost time inuries and medial treatment inuries for eah million hours wored () nludes a ombination of ash and inind ontributions aounting for assoiated management time and art of the oerational send on soial enterrises in aordane with the BG framewor () Portfolio average alulated in aordane with NABS guidelines and inludes entres with urrent aredited ratings at une 17 efer to the Portfolio NABS nergy and ater ating 17 at viinityomausustainability for the list of entres inluded in the average (l) iinity retained artial interests in two of the nine retail assets divested during FY17 Note ontrats were exhanged for the sale of Terrae entral NS whih is exeted to settle in November 17

12 Vicinity Centres Annual Report 2017 Enriching communities “We are out in the centre every day, alongside our retail partners, creating the best retail experience we can for our consumers. We engage with our communities through informal and formal interactions, through activities that resonate and by providing attractive destinations where they can connect. Most importantly, we greet them with a smile.” Gabe North-Haney Centre Manager, Bayside Centre

Vicinity Centres Annual Report 2017 13 Our Operating and Financial Review continued

Operations Key highlights and commentary on our operations include: iinity has signifiant sale and resene • Portfolio occupancy remains high at 99.5% – omared to reorted at une 16 aross Australia At une 17 we • Average leasing spread3 of 1.9% – from in FY16 A strong result given the had retail assets under management weaer sales growth environment f the 176 leasing deals omleted were with a ombined value of billion renewals with an average leasing sread of 7 whih generated 17 billion in annual • Total MAT of $16.2 billion – over the ast 1 months but down from 1 sales from leases aross million reorted over FY16 with only the suermaret store ategory showing an imrovement in sm of gross lettable area (GA) iinity the growth rate over the year has an ownershi interest in 7 of these assets1 bringing the value of its diret • Specialty store MAT productivity4 of $9,429/sqm – 6 from 6 at une 16 ortfolio to 1 billion This setion reeting both imrovements in the rodutivity of seialty stores and ortfolio omosition focuses on the performance of the direct • Specialty store MAT growth4 of 0.5% – own from reorted over FY16 reeting ortfolio whih generates the maority of the weaer Australian retail sales environment iinitys total inome • Specialty store occupancy costs4 of 14.6% – nhanged over the year e ontinued to rogress our ortfolio enhanement strategy during FY17 Our portfolio divesting interests in 1 retail assets, Page auiring the remaining interests in two assets we artly owned and omleting two develoment roets inluding the exansion of hadstone

Financial performance The following summarised segment inome statement is extrated from Note 1 of the Finanial eort

30-Jun-17 30-Jun-16 For the 12 months to: $m $m Property Investment segment Net property income 916.7 6

Strategic Partnership segment Partnershis and other inome 66.0 661 Total income 982.7 117 ororate overheads (net of internal roerty management fees) (74.9) () Net interest exense (166.0) (11) Underlying earnings 741.8 77 ent lost from undertaing develoments (28.9) (1) Funds from operations 712.9 7 Proerty revaluation inrements 906.7 7 mairment and amortisation of intangible assets (3.0) () ther items (33.0) (1) Net profit after tax 1,583.6 6 PS (ents) 40.0 nderlying PS (ents) 18.7 11 istribution er seurity (PS) (ents) 17.3 177 Payout ratio (PS as a of underlying PS) () 92.3 Adjusted funds from operations (AFFO) 641.5 667 istribution as a erentage of AFF () 106.8 1

1 nludes F business and exludes F Perth (under onstrution) nludes ontrats exhanged for the sale of Terrae entral NS whih is exeted to settle in November 17 The variane between the rent at the end of a lease and the rent reeived over the same sae for a new lease omarable xludes divestments and develomentimated entres in aordane with SA guidelines

14 Vicinity Centres Annual Report 2017 ey commentary on financial performance Asset valuation gains • Net property income (NPI) down $36.9 million or 3.9% A solid result onsidering of $906.7 million reflects the imat of selling 17 billion of assets sine 1 uly 1 omarable1 portfolio NP was u reeting fixed rental inreases growth in anillary inome and a the strength of investor fous on exense ontrol offset by inreased vaanies during the year as a result demand for quality of administrations retail assets, as well as • Corporate overheads down $5.9 million or 7.3% Strong fous on merger synergies income growth. and driving oerational effiienies • Net interest expense down $15.4 million or 8.5% Primarily driven by the timing of asset sales and average debt levels over FY17 being lower than the rior year • Asset valuation gains of $906.7 million eets the strength of investor demand for uality retail assets as well as inome growth ver the eriod iinitys weighted average aitalisation rate tightened to 61 ( une 16 ) Net valuation gain for the eriod was million

Note 1 – Segment information Page 7

Financial position The following summarised balane sheet is based on the full finanial statements

30-Jun-17 30-Jun-16 As at $m $m ash and ash euivalents 42.2 nvestment roerties held for sale 33.5 1 nvestment roerties 15,633.5 166 ntangible assets 599.4 6 ther assets 350.2 6 Total assets 16,658.8 1 Borrowings 3,893.7 ther liabilities 1,017.4 1 Total liabilities 4,911.1 Net assets 11,747.7 1 Net tangible assets er seurity (NTA) () 2.82 Net asset value er seurity (NA) () 2.97 7 Gearing (a) () 24.7 (a) alulated as drawn debt at Note 7(a) of the Finanial eort net of ash divided by total tangible assets exluding ash finane lease assets and derivative finanial assets

ey commentary on financial position • Investment properties up $1,008.3 million argely driven by valuation gains develoment exenditure and the auisition of interests in two assets artly offset by the disosal of interests in nine assets efer to Note (b) of the Finanial eort for further information • Borrowings down $48.5 million Asset sale roeeds of 6 million offset by auisitions and develoment exenditure over the eriod • Gearing down to 24.7% erease reets the strengthened balane sheet

Balance Sheet Page 6

1 omarable ortfolio exludes auisitions divestments and develomentimated entres and is alulated on a lieforlie basis versus the rior orresonding eriod alulated as the aggregate net valuation gain for the two sixmonth eriods The net valuation gain exludes statutory aounting adustments and assets divested during eah eriod xludes the divestment of Terrae entral NS whih is exeted to settle in November 17

Vicinity Centres Annual Report 2017 15 Our Operating and Financial Review continued

Capital management ver the year we issued million Tax of 1year and million of 7year iinity is ative in managing the imat iinitys balane sheet ontinued to medium term notes, strengthen over the eriod The Grou that hanges to tax law an have on our reaid our FY1 debt exiries and capital structure and future returns to diversified its debt aital soures extended the tenor of 1 billion of redued gearing and further smoothed the our seurityholders iinity ontinues to future ban debt exiries ith gearing engage with Federal Treasury in its review exiry rofile Together with oerational of 7 and a weighted average debt milestones achieved, this supported a of the taxation regime alying to staled duration of years iinity is well strutures and their seurityholders deision by Standard Poors to ugrade positioned to capitalise on opportunities its redit rating of iinity to A with a to support future portfolio enhancement Tax transparency stable outloo oodys also reaffirmed and other initiatives to reate longterm Page its A redit rating with a stable outloo value and sustainable earnings growth in the eriod for seurityholders

ebt matrity profile ($m)(a) orces of ebt ()(a)

1,600 16 22 1,400

1,200

1,000 19 800

600

400 30 13 200

0 FY18 FY19(b) FY20 FY21 FY22 FY23 FY24 FY25 FY26 Beyond

USPP AMTN EMTN Bank debt drawn Bank debt undrawn

(a) Based on faility limits (b) FY1 inludes undrawn ban debt of 7 million

With gearing of 24.7% and a weighted average debt duration of 5.3 years, Vicinity is well positioned to capitalise on opportunities to support future portfolio enhancement.

16 Vicinity Centres Annual Report 2017 Shaping better communities “Our goal is to help shape better communities, whether it is providing a safe and attractive place for locals to connect, creating low-carbon and resilient destinations, or generating economic and social benefits by investing in our communities.” Melissa Schulz General Manager, Sustainability

Vicinity Centres Annual Report 2017 17 Our Operating and Financial Review continued

Our management of risk iterative researh and lanning roess domesti retail landsae but the extent review and ris assessment by a third of its inuene will deend on the rodut ur Board and management reognise arty with oversight and arovals and distribution model hosen and how that effetive ris management and reuired rogressively by an internal onsumers and existing retailers resond internal ontrols are an integral art of nvestment ommittee and the Board sound management ratie and good subet to roet ost eveloment iinitys mitigation strategy is to ontinue ororate governane and are essential roets are also regularly monitored to research, monitor, anticipate and adapt to exeuting on our strategi fous of against shedule budget and soe to these trends ur entre management delivering longterm value and sustainable by a roet ontrol grou leasing and develoment teams wor growth to our seurityholders together to reate a develoment master lan a fiveyear strategi leasing lan iinity has dediated ris omliane Development Page and a strategi asset lan for eah and sustainability teams that are asset These lans fator in onsumer resonsible for the ongoing review and Retail market conditions preferences, development and product monitoring of the effetiveness of grou opportunities, tenant renewal and The maority of iinitys earnings are wide omliane and ris management relaement strategies and rent or derived from rental inome f retail systems and ensuring that aroriate aital reuirements The billion maret onditions are subdued for an omliane and ris mitigation measures ieline (iinity share billion) extended eriod this has the otential are in lae to manage ris within agreed of develoment roets is foused on to imat tenant viability vaany rates ris aetite ensuring our entres adat to strutural rental growth and our rofitability hanges and remain relevant to our Throughout the reorting eriod onsumers retailers and ommunities iinitys aroah to mitigating this iinity had in lae an enterrise ris iinity has also been atively remixing ris involves imroving the uality management framewor and system the tenant composition of its centres to of our portfolio to ensure that our of internal controls to ensure that inrease the weighting towards food and assets remain relevant to consumers assets are protected and that material servies and away from midtier aarel and retailers This may involve tenant riss are roatively identified managed retailers in line with hanging onsumer remixes develoments divestments and and reorted referenes This overall strategy is auisitions At an asset level iinitys sulemented by ongoing and more intensive asset management aroah iinity has also undertaen a formal agile efforts to develo better onsumer fouses on reating omelling onsumer materiality assessment to identify our exerienes whih leverage our hysial exerienes imroving amenities and longterm eonomi environmental and assets and staeholder relationshis soial sustainability riss This roess tailoring a entres retail offer to the wants and needs of the loal ommunity engaged both internal and external iinitys digital strategy is foused on These initiatives are designed to drive staeholders to ensure that we resond building a seamlessly integrated hysial greater onsumer visitation whih should to issues that matter most to Vicinity and digital retail roerty latform to translate into higher sales and rental and our staeholders esults of this assist in reating uniue and relevant growth assessment have been integrated into onsumer exerienes and in delivering iinitys enterrise ris rofile omelling value for our retailers This Our portfolio year, Vicinity completed its connectivity Material risks that could affect Page roet to onnet all of its entres and achievement of Vicinity’s offies to the one highseed digital financial prospects Structural changes in the retail sector networ with iFi aabilities This will Development delivery The retail setor is onstantly evolving rovide benefits for iinity and our Vicinity’s development pipeline contains onsumer behaviour and shoing onsumers retailers and ommunities a number of urrent and rosetive referenes are hanging inluding develoment roets There is a ris that when, where, why and how consumers Development develoment roets are not delivered in sho hanges suh as the inux of Page international retailers into Australia, the aordane with Boardaroved targets Intensive asset management role of digital tehnology and the growth due to delays, increased costs and failure Page 7 to realise targeted rents or valuation in online retailing ontinue to inuene how iinity oerates its business Digital iinitys mitigation strategy for this ris Amazon’s announcement that it will Page involves rigorous roet lanning and move into the Australian maret is also management inluding an extensive redited to have an inuene on the

18 Vicinity Centres Annual Report 2017 Capital allocation and the our entres inluding the use of desto ris iinity has an information seurity achievement of an optimal property and simulated emergeny management manager leading a rogram of wor to portfolio composition exerises ebriefs and ost inident imrove its seurity maturity ommening n order to meet iinitys return reviews are onduted after any signifiant with development of a security exetations it is ritial that our roerty incident or event, in order to assess governane framewor deloyment portfolio composition is optimised and the effectiveness of the system and to of seurity tools training and awareness that aital is alloated rudently identify and implement any opportunities for users, and assessments of third party iinitys ortfolio omosition along for imrovement and networ seurity with any developments, divestments and auisitions undertaen an signifiantly Our people Climate change imat iinitys total return Page limate hange resents both diret and indiret riss for iinity now and Vicinity has clear investment criteria for Funding and liquidity inreasingly over the longer term xtreme evaluating assets with ualitative and iinity uses debt as an imortant weather events such as heatwaves, uantitative fators used to assess asset soure of funding for ongoing oerations ylones and ooding inrease the uality and rosetive erformane develoments and auisitions There is hysial vulnerability of our entres and iinity ensures strong governane and a ris that aess to debt funding is not their communities, which may impact our oversight of aital alloation deisions available at the aroriate rie or annot operational costs, asset values, consumer through its internal nvestment ommittee be aessed in the reuired timeframes visitation and retail sales iinity also to suort the ongoing management anowledges the role we need to lay Our portfolio and develoment of our business in transitioning to a lowarbon ortfolio Page to limit our imat on the limate Funding and liuidity ris is managed Health and safety through a rudent aital management e resond to limate hange by fousing on building a resilient and lowarbon iinitys oerations exose our team hilosohy ey attributes of this ortfolio that an withstand longterm contractors, retailers and consumers philosophy are the maintenance of a hysial and nonhysial riss while to the ris of inury or illness n addition strong balane sheet with moderate suorting our onsumers and retailers a health and safety incident could affect gearing ( une 17 7) and inreasing our energy selfsuffiieny iinitys reutation subet it to laims reservation of an investment grade for finanial omensation or have redit rating diversifiation of debt n FY17 we omleted a ortfolio regulatory onseuenes soures and forward lanning to address uoming debt maturities iinity also wide limate ris assessment and embedded onsideration of limate e are ommitted to roviding an has oliies in lae to regulate the level ris into ey business roesses suh inuryfree environment for all of our of exosure to interest rate ris and fully as ris management develoment staeholders in line with our belief that hedges its exosure to foreign urreny asset lanning aital alloation and everyone has the right to go home safe denominated debt transation deisions maing our business and healthy iinity has a dediated more resilient over the longer term health and safety team that maintains Capital management e are also in the roess of setting a our health and safety management Page 16 longterm lowarbon target for iinity system to support the provision of a safe and develoing a athway to ahieve and healthy environment This inludes Cyber security this target through a ombination of roviding indution and eduation the use ver reent years there has been energy effiieny and onsite renewable of ometent ontrators regular reviews signifiant growth globally in the number energy generation of our roedures and stringent health sohistiation and severity of yberattas and safety assessments rior to aointing Breah or failure of iinitys information principal contractors for development Better business tehnology systems ould exose it to Page 7 and asset refurbishment wors finanial loss disrution or damage to oerations and reutational damage CDP submissions iinity maintains a risis and emergeny viinityomau management system whih rovides iinity has a strong fous on maintaining the framewor for iinity to resond and imroving its organisational resiliene to a maor inident or risis ourring and has developed an information at one of its centres, development sites seurity management system whih or offies This system is suorted by inludes strategies for managing yber a training and eduation rogram aross

Vicinity Centres Annual Report 2017 19 Our Operating and Financial Review continued

Engaging with our to reate shared value outomes that Proactive and ongoing stakeholders are benefiial to both iinity and our staeholders engagement enables At iinity we rely on strong relationshis us to understand our with our staeholders to oerate our e engage with our staeholders in many stakeholders’ wants business suessfully and deliver ways throughout the year to understand our strategy Proative and ongoing their exetations of iinity The following and needs, gain better engagement enables us to understand table outlines iinitys ey staeholders insights into material our staeholders wants and needs gain our obetives for those staeholders and better insights into material business their material interests in their interactions business risks, and also riss and also identify oortunities with Vicinity; all of which helps to shape identify opportunities our business ativities to create shared value.

Stakeholder materiality

Our objectives Material interests of stakeholders Our response Consumers reate uniue and • Aroriate tenant mix to servie onsumers • eveloment age relevant exerienes wants and needs • ntensive asset management age 7 through our destinations • Providing onvenient and safe • igital age and shae better shoing exerienes communities

Retailers eliver omelling • nreasing onsumer visitation and dwell time • Auisitions age destinations and value • Suortive entre management and leasing • eveloment age to support the success services that help retailers to succeed • ntensive asset management age 7 of retail operations • Suessful mareting initiatives • igital age

Securityholders reate longterm value • eeting and exeeding finanial exetations • Finanial erformane age 1 and sustainable growth • esonding to hanging onsumer trends • aital management age 16 • Suessfully delivering our develoment • Tax transareny age pipeline • Auisitions age • aintaining a strong reutation through • ivestments age regular and transarent dislosure • eveloment age • ntensive asset management age 7 • 17 ororate Governane Statement viinityomau

Strategic nsure stable and • eliver stable and growing returns • eveloment age partners growing returns • esonding to hanging onsumer trends • ntensive asset management age 7 • Providing an aroriate level of timely • igital age reorting • elivering on investment obetives

Our people Suort a highly • Create a diverse and inclusive culture that • ur eole age engaged team that romotes eual oortunities and meaningful embraes our values exerienes and deliver on • Flexibility to balane rofessional and our strategy personal needs to ensure health and wellbeing • earning and areer develoment opportunities

Suppliers reate longterm • Building ollaborative and mutually • Shaing better ommunities age relationships, and benefiial artnershis • ur suliers viinityomau mae a ositive imat • Timely payment for services on our communities • Fair business raties

20 Vicinity Centres Annual Report 2017 Partnering with retailers “We partner with our retailers to better understand how we can deliver them compelling value, while helping them to achieve success by creating mutually beneficial outcomes, ultimately, to enhance the consumer experience.” Simone Dirckze National Retailer Experience Manager, Marketing

Vicinity Centres Annual Report 2017 21 Our Portfolio

As one of the largest owners and managers n August 16 we settled the of retail assets in Australia, our portfolio auisition of the remaining interest Vicinity’s investment rovides signifiant oortunity to reate in Bentons Suare for million1 shared value for our staeholders To do The Neighbourhood entre is loated criteria this we have an ongoing fous on on itorias ornington Peninsula with Vicinity considers a range of a strongly erforming suermaret • enhaning our ortfolio uality criteria to evaluate an asset’s and omosition through targeted investment potential. This auisitions divesting assets that no Divestments provides a framework with which longer meet our investment riteria to benchmark the composition e ontinued to refine our ortfolio of the portfolio every six months and develoing refurbishing and omosition during the year with the intensively managing our assets and also for reference when divestment of interests in 1 retail assets reviewing potential acquisition 1 • strategially investing in initiatives for a ombined value of 6 million , at opportunities. that enhane the sustainability and a remium to revailing boo values resiliene of our entres and strengthen Key criteria include: their local communities, and Given the differene between roerty yields and borrowing osts divesting these • forecast future total returns • delivering our strategy to reate assets has been dilutive to earnings rior uniue and relevant exerienes for • catchment fundamentals to the reinvestment of any sale roeeds our onsumers deliver omelling • competition owever we believe the shortterm value for our retailers and strive earnings dilution from the asset sales • longer term resiliene for exellene in everything we do is outweighed by the longterm benefits (inluding limate hange of an enhaned ortfolio generating more and eommere) Acquisitions robust and higheruality earnings growth • development potential, and and a strengthened balane sheet whih n Aril 17 we too full ontrol of • sales rodutivity and growth F South harf in elbourne by rovides signifiant headroom for investing auiring the remaining interest for in our development pipeline and other 11 million1 following omletion of investment oortunities onstrution of a multide ar ar The asset has delivered strong returns ur ortfolio is reviewed every six and has the potential to continue to months against our investment riteria strengthen over time with the exansion ver the ourse of FY1 we intend of conference facilities currently underway to divest aroximately million at the adaent elbourne onvention of nonore assets and xhibition entre

DFO South Wharf, VIC

1 xluding transation osts nluding ontrats exhanged for the sale of Terrae entral NS whih is due to settle in November 17

22 Vicinity Centres Annual Report 2017 Development ur billion develoment ieline Australia’s premier During the year, we acquired the (iinity share billion) remains an portfolio of DFO remaining 25% interest of DFO South Wharf. In July 2017, we commenced imortant driver of ortfolio enhanement Outlet Centres eveloments enable iinity to build construction of Perth’s first DFO, in sustainable and inlusive lifestyle Vicinity is the proud owner and partnership with Perth Airport Pty Ltd, destinations, introduce the latest retail manager of Australia’s premier which we anticipate will experience onets and revitalise our offer portfolio of DFO Outlet Centres with the same success as our East Coast enhaning the overall retail exeriene interests in six DFOs at a total value centres. This in turn hels to imrove the uality of $1.4 billion, representing 9% of our inome streams through inreased of our direct portfolio. At DFO Brisbane we have achieved maret share and sales growth significant improvements since The DFO concept focuses on commencing management of the Strong rogress has been made aross a offering consumers a wide range asset in June 2016. We quickly number of roets over the ast year The of quality branded products at introduced Vicinity’s intensive asset omletion of the maor redeveloment discounted prices. management approach including of hadstone together with the entres lifting basic operational compliance ontinued strong trading erformane Our DFOs continue to perform and standards, improving centre showcases Vicinity’s development and strongly, operating at full occupancy marketing and the tenancy mix asset management exertise the majority of the time, driving generating positive leasing spreads, strong leasing spreads and income and driving additional ancillary growth. Over the seven years of income. This has delivered strong Vicinity’s ownership, the DFO portfolio results, with annual consumer traffic has provided a total return of up 21% and MAT up 12%. approximately 15.3% per annum.

Development pipeline Key ($m): Vicinity share Partner share Total

Mandurah Forum, WA 175 350

The Glen, VIC 230 460 Current DFO Perth, WA 75 150

Midland Gate, WA 100

Roselands, NSW (a) TBA

Estimated FY18 commencements Chadstone Hotel, VIC 60 120

Galleria, WA 250 500

Estimated FY19 commencements The Myer Centre Brisbane, QLD 75 300

Note Timing and osts of identified roets are indiative only and may hange as roets advane (a) aster lanning ontinues

Vicinity Centres Annual Report 2017 23 Our Portfolio continued

Development continued FY17 completed projects Chadstone etail in Australia has been taen to the next level with the omletion of the 666 million (iinity share million) maor redeveloment of hadstone in FY17 reating Australias remier retail entertainment and dining destination and reinforing the entre as one of the to retail assets globally

The northern end of the centre has been transformed with the reation of an entertainment leisure and dining precinct around a central atrium, spanned by an ioni glass olumnfree gridshell roof the first of its ind in Australia The develoment offers an exanded luxury mall and new largeformat international agshi stores inluding Sehora nilo and ara hadstone now also features a new state of the art YTS digital inema omlex a seven restaurant ining Terrae a 1 seat 1 tenany Food Gallery a Tesla otors dealershi and Australias first GAN® isovery entre

The maor roet also involved the Chadstone, VIC reation of a 1bay bus interhange one of elbournes busiest to servie the entre and the surrounding suburbs as well as the introdution of a new 1level 16 sm offie tower whih is fully leased Both were omleted in FY16 and bring a range of new users to the asset The entre is now also servied by over 1 ar saes

Both the retail and offie develoments were ertified Star Green Star1, Proposed reresenting Australian xellene in hotel environmentally sustainable building design and roviding a range of ositive outomes for our tenants onsumers and our eole

Chadstone, VIC – Artist’s impression The roet will deliver a yearone yield of 6 and a foreast internal rate of return () of over 11 while ontinues The onstrution of a roosed and undertae external dining substantially enhaning the onsumer room 1level hotel adaent to the exansions and rossmall and retailer exeriene offie tower is targeted to ommene reonfigurations aster lanning in 1 e also have lans to remix of larger future stages also ontinues This roet builds uon a history of and further exand the luxury reint suessful develoments at this world redevelo the existing seond food ourt class asset and the evolution of this asset

1 etail omonent was ertified Star Green Star etail esign v1 and the offie tower was ertified Star Green Star ffie ating

24 Vicinity Centres Annual Report 2017 Engaging consumers “We understand that our consumers deserve a great experience with us including excellent service and convenience, while being offered a tailored range of products and services. We strive to create sustainable destinations of the future where people love to visit and connect.” Josef Seidler Regional General Manager, Development

Vicinity Centres Annual Report 2017 25 Our Portfolio continued

Development continued Projects under construction Mandurah Forum onstrution and leasing are rogressing well on the million (iinity share 17 million) maor redeveloment of andurah Forum The sae multi de ar ar was oened rior to hristmas 16 ahead of rogram The first stage of retail inluding the newformat Target and around 6 seialty stores omleted on rogram in uly 17 and is fully leased

n omletion exeted in mid1 the asset will be signifiantly exanded and revitalised t will omrise over retailers inluding a newformat avid ones store along with a dramatially imroved dining and fresh food offer reinforing it as the dominant retail destination in one of Australia’s fastest growing regions The roet is exeted to deliver a forecast initial yield on cost of over 6 and of over 1

The Glen onstrution ommened in arh 17 for the 6 million (iinity share million) exansion of The Glen The first stage is fully leased and will Mandurah Forum, WA oen in late 17 t will inororate a fresh food maret hall anhored by Coles, a new Aldi and the latest format DFO Perth Asset refurbishment projects oolworths and inludes over 6 seialty Construction has commenced on the stores on the lower ground oor The Asset efurbishment Team (AT) 1 million (iinity share 7 million) wors on minor roets to enhane develoment of Perths first F This The roet will be omleted over a uality and onsumer exeriene in assets latest addition to iinitys F ortfolio number of stages to minimise retail that are not agged for develoment in will inlude aroximately 1 outlet downtime through to and is the short to medium term AT roets retailers over sm servied by exeted to deliver an initial yield involve the investment of small amounts more than 1 ar saes easing greater than 6 and an of more of capital in improvements in areas such discussions are well advanced, with than 1 n omletion The Glen will as mall space, entrances and amenities strong retailer demand inlude the latest format avid ones to drive consumer visitation, increase a new ontemorary food gallery an sales enhane leasing demand and Proet omletion is exeted in 1 outdoor dining reint and a omlete reate other inome oortunities and is forecast to deliver an initial yield refurbishment of the existing entre in exess of 1 and an of greater n FY17 we omleted eight AT roets than 1 uring the year we divested1 air rights at a total investment of 1 million to a residential develoer Golden Age (iinitys share) generating an average to deliver more than aartments over initial return of around 7 etailer three towers on the southern end of the and onsumer feedba on these site esidential onstrution is exeted omleted roets has been very to ommene in 1 and omlete ositive Additional roets have been within months sheduled for delivery during FY1 in line with our investment strategy and ongoing fous on imroving the exeriene and offer for our consumers, retailers and loal ommunities

1 xeted to settle in 1

26 Vicinity Centres Annual Report 2017 omating bins in entres aross our ortfolio with more exeted to be introdued in FY1 By monitoring and omating waste these bins reuire emtying far less freuently and where they are located outdoors, they are solar owered

n the eriod we have ontinued to wor with our leaning artners for them to introdue new roboti tehnology to assist with overnight leans of our entres These mahines generate effiienies by roviding a better lean with less hemial and water usage The Glen, VIC – Artist’s impression ith a ortfolio of our sie energy onsumtion forms a large roortion of our outgoings and we are foused on reating lowarbon highly effiient smart assets and reduing our reliane on the grid e have suessfully trialled solar generation at a number of our assets and during FY1 we will be develoing a rogram to roll out solar aross a number of entres in our ortfolio Along with ontinued fous on energy effiieny this year we will be establishing a low arbon target for iinity

e benhmar the sustainable erformane of our assets using the Green Star and DFO Perth, WA – Artist’s impression NABS rating tools This year we were pleased to have our entire portfolio Green Star Performane rated with an Intensive asset management uring the year we established a average ortfolio rating of Stars u number of rossfuntional woring from Stars in FY16 e are the largest e have retail assets under grous alled suads five of whih are property portfolio in Australia to achieve management 1 7 of whih iinity has focused on aspects of the consumers’ suh a rating These ratings allow us to diret ownershi in maing us one of the exeriene in our entres and four of benhmar our urrent erformane and leading retail landlords aross Australia whih are foused on the exeriene identify areas where we can improve ow we manage our assets touhes all that our retailers have with us These the sustainability of our assets ur three foal oints of our strategy the suads have a rimary goal of identifing environmental imrovement rogram onsumer the retailer and better business solutions to imrove the exerienes drives ontinuous rogress in resoure of our onsumers and retailers effiieny aross our ortfolio This year For the onsumer it is about delivering an we ontinued to redue our energy and engaging and aroriate retail mix and arbon emissions intensity er suare reating a great exeriene through uality Better business metre, as well as the proportion of waste servies and amenities with easy aess We continue to improve our net income we send to landfill By getting this right we attrat more eole osition by ahieving oerational to our destinations a ey deliverable effiienies and minimising inreases for our retailers e are also foused on in ontrollable outgoings Key performance metrics roviding a high level of servie for our Page 1 retailers and heling them to sueed ur ortfolio sale and breadth allows us Sustainability performance Better business involves using data to gain to trial a number of initiatives aross a viinityomau a better understanding of onsumers and range of entre tyes then as aroriate our oerations managing our assets more these initiatives an be rolled out aross effiiently through the use of tehnology the ortfolio and to new assets we auire and identifying oerational effiienies After successful trials, we have installed at our entres and our ororate offies

1 At une 17 Salamander Bay entre whih was managed for a strategi artner was sold in uly 17

Vicinity Centres Annual Report 2017 27 Our Portfolio continued

Intensive asset management continued ocial procrement benefits everyone Shaping better communities Partnering with social enterprises is an important facet of Vicinity’s sustainability As signifiant loal hubs our entres strategy and presents us with the opportunity to make a positive impact in our have an imortant role to lay in shaing local communities through our day-to-day activities. We believe that our inclusive better ommunities both eonomially and approach strengthens our communities and increases the success of our soially n FY17 we invested 1 million1 business. Our sustainability and social procurement programs aim to engage into ommunities through artnershis our broader communities and enhance the connection they have with our with our retailers, suppliers and national centres by creating opportunities for employment focusing on disadvantaged and loal ommunity grous youth and other marginalised groups.

This year iinity entered into a threeyear During the year, Vicinity has procured over $300,000 in services from social artnershi with Beaon Foundation with enterprises and supported the employment of approximately 30 disadvantaged an annual ontribution of 1 to individuals from our communities. help deliver our community investment rogram whih fouses on unemloyed We currently have landscaping and maintenance services being undertaken and disengaged youth an area that we at our centres in partnership with: believe iinity is well ositioned to hel • YA ebuild in itoria whih emloys youth out of ustody and suorts address through our daytoday business their reintegration into the ommunity and ativities and extensive networ of entres • Ativ Foundation in estern Australia and ouse ith No Stes in New South n FY17 iinity also undertoo an ales whih emloy eole with disabilities internal ommunity grants rogram where 1 was distributed at a entre We also encourage our suppliers to create opportunities for social enterprises level for the formation of local partnerships in their operations and supply chains through our Sustainable Procurement to istart this rogram and address Policy. During the year, we partnered one of our cleaning suppliers with Marist seifi needs within their athments Youth to employ at-risk youth for cleaning services at one of our centres.

Activ Foundation Marist Youth

1 nludes a ombination of ash and inind ontributions aounting for assoiated management time and art of the oerational send on soial enterrises in aordane with the BG framewor

28 Vicinity Centres Annual Report 2017 Celebrating difference “We celebrate difference and encourage our people to bring their whole selves to work. By taking this approach it enables us to have a greater understanding of our diverse communities and deliver better outcomes.” Veronica Millen Diversity and Engagement Manager

Vicinity Centres Annual Report 2017 29 Our People

Chadstone National Office, VIC

ur aroah to eole and ulture is These strategi illars have enabled the designed to suort a talented and highly people and culture team to live out their Health and Safety engaged team to deliver with energy urose of reating an awesome lae and assion a better easier and more to wor Sine formation two years ago At Vicinity, we believe everyone enoyable exeriene aross iinity we have seen a shift in the culture at has the right to go home safe and and for our staeholders iinity with the team embraing new healthy. This belief underpins the ways of woring whether it is art of our way we do business. Essential ith our desire to reate a great newly reated exible woring oliy real to our health and safety goals is worlae we have foused on time woring onditions or agile stand having effective leadership at all understanding the needs of our eole us This has been embraed at iinitys levels throughout the organisation. Together with the lear artiulation of new national offie at hadstone with We expect our people leaders to our grou strategi diretion in the year the team beoming austomed to the champion good health and safety this fous allows us to learly define new ways of realtime woring practices in the workplace and and build our desired iinity ulture actively engage with their team This ositive shift has been reeted in members. We are pleased with the Peole and ulture at iinity is foused our engagement survey results this year good practices embraced within on four pillars: with a high artiiation rate of Vicinity, with high scores for health and our overall engagement inreasing and safety in both the current and • develoing talent and aability by erentage oints to a sore of prior years’ engagement surveys. • defining and nurturing our ulture 71 e are exetionally roud of the and values diretion we are heading and we exet • energising and engaging our eole and our engagement to ontinue to inrease year on year • shaing our organisation

Since forming two years ago, we have seen a shift in the culture at Vicinity, with the team embracing new ways of working; whether it is part of our newly created flexible working policy, real-time working conditions or agile stand-ups.

30 Vicinity Centres Annual Report 2017 As art of our fous on imroving Helping our people This enables our eole to rovide exerienes for our eole and attrating contribute to communities valuable assistane to those in need the very best talent to the business a while also using volunteering as a number of ey initiatives were undertaen Vicinity introduced new employee latform to develo sills and exeriene during the year volunteering and worlae giving to sueed in the worlae e also rograms this year to enable our eole have a worlae giving rogram that to diretly ontribute to our ommunities Diversity and inclusion provides our employees the opportunity ur silled volunteering rogram delivered to suort a wide range of soial auses sing both external researh and feedba through our ororate artner Beaon that are important to them, with access from our eole about what matters most Foundation is lined to individual to over 1 harities aross Australia to them we established three ey areas learning and develoment obetives of focus for our diversity and inclusion rogram this year gender age and mental health isability and ethniity were also identified as imortant onsiderations #sheimagines for our rogram To hel romote a A new initiative #sheimagines was launched on International Women’s Day. more diverse and inlusive worlae The #sheimagines campaign is aimed to be a conversation starter and call we romote a ulture of exibility and to action to stop assuming and start listening to what women think, and is inlusive leadershi part of an ongoing initiative designed to demonstrate our commitment to gender diversity. uring the year we undertoo unonsious bias and mental health training for all senior leaders established formal and informal exible woring arrangements for our eole to ahieve a better worlife balane and introdued ororate rograms that suort health and wellbeing

Leadership eadershi has been a ey fous for iinity e have introdued monthly meetings of senior leaders aross the business in order to rovide regular udates on ey ativities Twie a year we hold senior leader forums a two day conference where senior leaders ollaborate and strategise for the future of the business n addition artiiants in our first veryday eader rogram #sheimagines graduated earlier in the year The rogram involved 6 senior leaders mentoring 1 managers aross our business which has developed and improved the oahing sills of our leaders while roviding some great insights into behaviours and leadershi for our managers

Chadstone National Office, VIC

Vicinity Centres Annual Report 2017 31 Digital

Emporium Melbourne, VIC

igital tehnology is hanging the way dwell times foot traffi and traffi ows Omni consumers shop, how retailers sell and The fous for FY1 is to leverage this how we manage our assets These data to enhane the onsumer exeriene e now our onsumers blend digital tehnologies are roviding iinity with rovide insights to retailers and imrove and hysial exerienes in their the opportunity to enhance the consumer the way we manage our assets everyday lives etail exerienes and retailer exeriene in addition to should be no different with the future to be haraterised by the seamless driving oerational effiienies n line with Online our digital strategy in FY17 iinity has integration of the hysial and digital been building greater aability in digital The online exeriene is a ritial environments igital tehnology when and data analytis while also rogressing component of our consumers’ overall ombined with the hysial environment wor on our digital illars of onnetivity exeriene with us This year we have has the oortunity to rovide a uniue online and omni invested signifiantly in reating leading and enhaned retail exeriene for our websites that omlement our hysial onsumers and will also assist in reduing assets n FY1 iinity will ontinue oints of frition For FY1 iinity has Connectivity to develo its online latform by maing established three broad areas of fous uring the year we omleted the our entres more disoverable online within omni wayfinding aring and connection of our retail assets and imroving digital wayfinding and inreasing lastmile delivery ithin these fous ororate offies to the one highseed our aability to ersonalise our areas iinity is using an agile aroah digital networ with iFi onnetivity mareting ommuniations in order to develo digitally enabled roduts and throughout ur onsumers now have to engage with new and existing solutions that will enhance the physical aess to free highseed iFi at our onsumers iinity is also develoing retail exeriene for our onsumers entres and the rih data we are gathering a new online retailer portal to deliver from this networ is enabling us to gain insights and imrove engagement insight into onsumer behaviour inluding with our retail artners

32 Vicinity Centres Annual Report 2017 Knowing our consumers “To create unique and relevant experiences we take time to understand our consumers’ wants, needs and behaviours. Using a combination of qualitative and quantitative data insights, we are able to evolve and tailor our destinations to enhance the retailer and consumer experience.” Ranil Illesinghe Consumer Intelligence Manager

Vicinity Centres Annual Report 2017 33 Our Board

ur Board is ommitted to high standards of ororate governane ur ororate governane latform is integral to suorting our strategi value drivers roteting the rights of all of our investors and reating longterm value and sustainable growth

Corporate Peter Hay Angus McNaughton Charles Macek governance B FA BS (NS) FAP B Admin FA FA FPA SF Fin Throughout FY17 iinity Chairman, Independent CEO and Managing Director Non-executive Director 1 Independent Non-executive entres governane Aointed tober 1 Director arrangements were Aointed une 1 Aointed eember 11 consistent with the Corporate Governane Priniles and eommendations (rd Background and Experience Background and Experience Background and Experience edition) (Priniles) ublished Peter ay has a strong Angus Naughton has more harles ae has extensive by the AS ororate baground and breadth than years exeriene in exeutive exeriene in the Governane ounil of exeriene in business the roerty setor finane industry in Australia ororate governane finane New ealand the nited Previously r Naughton ur ororate Governane and investment baning ingdom and aan r ae was the anaging iretor Statement outlines our advisory wor with a artiular has held numerous senior and of Novion Proerty aroah to governane exertise in relation to mergers positions and directorships in Grou (Novion) Before inluding the struture and auisitions r ay was a range of ubli omanies Novion r Naughton held and resonsibilities of our a artner of the legal firm inluding and is a a number of roles within Board and our exeutive Freehills until where former iretor and hairman olonial First State Global he served as hief xeutive of F former hairman of the Asset anagement (FSGA) ffier from r ay has Finanial eorting ounil and 2017 Corporate inluding anaging iretor also had signifiant involvement former Vice Chairman of the Governance of Proerty ead of holesale in advising governments and nternational Finanial eorting Statement Proerty and hief xeutive governmentowned enterrises Standards Advisory ommittee viinityomau of the anager of iwi nome r ay is hairman of the Proerty Trust in New ealand r ae is hairman of the Further information Nominations ommittee (now nown as iwi Proerty Remuneration and Human Grou imited) Resources Committee and a Current Directorships, You an find more dislosure member of the Nominations Executive Positions Current Directorships, on the following tois ommittee and Advisory Roles Executive Positions Our strategy Chairman: Newcrest and Advisory Roles Current Directorships, Page ining imited iretor Shoing entre Executive Positions Council of Australia and and Advisory Roles Our management iretor Australian nstitute Proerty ounil of Australia hairman arthwath of risk of omany iretors nstitute Australia and ivid Page 1 Past Non-executive ember Australian Tehnology td Directorships Sustainability Government Taeovers (ast three years) iretor Sinefa Pty td and viinityomau Panel and A ororate Novion imited indlab imited Tax transparency Governane ommittee ember AS iretor Page Past Non-executive Advisory Panel and nvestment Directorships Contact us ommittee of niSuer td Page 11 (ast three years) G oldings imited Past Non-executive Novion imited Alumina Directorships imited Australia and New (ast three years) ealand Baning Grou esfarmers td imited NBN o imited and yer oldings imited

1 Aointed as in August 1 and anaging iretor following the 1 Annual General eeting in tober 1

34 Vicinity Centres Annual Report 2017 David Thurin (Dr) Debra Stirling Karen Penrose Peter Kahan BBS P AG FAGP BA GA B (NS) PA FA B BA A A S in anagement Independent Non-executive Independent Non-executive Non-executive Director Non-executive Director Director Director Aointed une 1 Aointed une 1 Aointed eember 11 Aointed une 1

Background and Experience Background and Experience Background and Experience Background and Experience r avid Thurin has had ebra Stirling has more than aren Penrose has a strong Peter ahan has a long areer extensive exeriene in the years exeriene as a baground and exeriene in roerty funds management property industry that includes senior exeutive in retailing in business finane and with rior roles inluding hief senior roles within The building and onstrution investment baning in both xeutive ffier and Finane Gandel Group and associated materials manufaturing the baning and ororate iretor of The Gandel Grou omanies inluding being mining and agriulture setors s Penrose is r ahan was the Finane the oint anaging iretor s Stirling was xeutive a fulltime nonexeutive iretor of The Gandel Grou r Thurin was a iretor of General anager of Peole diretor er rior exeutive at the time of the merger The Gandel Group at the time and Communications for areer inludes years with between Gandel etail Trust of the merger between Gandel Newrest ining imited ommonwealth Ban and and olonial First State etail Retail Trust and Colonial First from anuary to uly SB and eight years as a Proerty Trust in Prior State etail Proerty Trust 1 She has reviously held hief Finanial ffier and to oining The Gandel Grou in r Thurin is the exeutive roles with iner hief erating ffier with in 1 r ahan wored as anaging iretor and founder Grou S and oles yer two AS listed omanies a Chartered Accountant and of Tigor Pty td whih has s Penrose served hief held several senior finanial s Stirling is a member of property interests in retirement xeutive omen () for six roles across a variety of the Remuneration and Human villages and land subdivision years as a member of s industry setors Resources Committee and e has a baground in Council and continues as a the is and omliane r ahan is a member of mediine having been in member of the advisory anel ommittee the Audit Committee, the private practice for over a for s eaders Program Remuneration and Human decade, and was a prior Current Directorships, s Penrose is hairman Resources Committee and President of the nternational Executive Positions of the Audit Committee and the Nominations ommittee iabetes nstitute and Advisory Roles a member of the is and Current Directorships, r Thurin is a member of hairman onash niversity omliane ommittee Executive Positions the is and omliane ining esoures Current Directorships, and Advisory Roles ommittee Advisory Board Executive Positions xeutive euty hairman iretor ission Australia Current Directorships, and Advisory Roles The Gandel Grou Pty imited Executive Positions ember PNG Governments iretor A imited Sar Past Non-executive and Advisory Roles ae Tehnial Training entre nfrastruture Grou Future Directorships anaging iretor Tigor of xellene Tasfore Generation Global nvestment (ast three years) Pty td and Victorian Resources omany imited (ro bono oundtable role) Ban of ueensland Novion imited and harter iretor elbourne Football imited and arshall all Grou lub and Baer eart and Past Non-executive nvestments Pty imited iabetes nstitute Directorships (ast three years) Past Non-executive Past Non-executive Directorships Directorships None (ast three years) (ast three years) Novion imited Silver hef Novion imited imited and rbanGrowth NS

Vicinity Centres Annual Report 2017 35 Our Board continued

Tim Hammon Trevor Gerber Wai Tang Bom B BA A SA BAS BA GA Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director Aointed eember 11 Aointed une 1 Aointed ay 1

Background and Experience Background and Experience Background and Experience Tim ammon has extensive Trevor Gerber wored for ai Tang has extensive retail wealth management 1 years at estfield initially industry exeriene and roerty servies and legal as Group Treasurer and nowledge gained through exeriene e is urrently subseuently as iretor senior exeutive and board hairman of The Paifi of Funds anagement roles er former senior Group of Companies Advisory resonsible for estfield Trust exeutive roles inluded Board and a onsultant to and estfield Ameria Trust erations iretor for ust utual Trust Pty imited e has been a rofessional Grou and hief xeutive diretor sine and has ffier of the ust Grou r ammon reviously was exeriene in roerty funds sleewear business Peter hief xeutive ffier of management hotels and Alexander Prior to oining utual Trust Pty imited and tourism, infrastructure and the ust Grou she was wored for oles yer td in auaulture General anager of Business a range of roles inluding hief eveloment for Paifi ffier ororate and Proerty r Gerber is a member of Brands She was also the Servies with resonsibility the Audit Committee and the ofounder of the ay ab for property development and Remuneration and Human retail onfetionery onet leasing and ororate strategy esoures ommittee e was also anaging Partner s Tang is a member of the Current Directorships, of various offies of allesons Audit ommittee and the is Executive Positions Stehen aues and omliane ommittee and Advisory Roles r ammon is the hairman hairman Airort Current Directorships, of the is and omliane oldings Executive Positions ommittee and a member of and Advisory Roles iretor Grou imited the Remuneration and Human iretor ii B iFi Grou imited and Resources Committee and the imited isit itoria and egis ealthare imited Nominations ommittee the elbourne Festival Past Non-executive Current Directorships, Past Non-executive Directorships Executive Positions Directorships (ast three years) and Advisory Roles (ast three years) Novion imited hairman The Paifi Grou Seialty Fashion Grou of omanies Advisory Board and ral elbourne onsultant utual Trust Fashion Festival Pty imited Past Non-executive Directorships (ast three years) None

36 Vicinity Centres Annual Report 2017 Our Executive Committee

The and anaging iretor () together with the members of the xeutive ommittee and senior leaders is resonsible for imlementing our strategy ahieving iinitys business erformane and finanial obetives and arrying out the daytoday management of iinitys affairs Angus McNaughton Carolyn Reynolds Carolyn Viney anagement is also CEO and Managing Director General Counsel Executive General Manager Development resonsible for sulying the Board with aurate timely and clear information to Angus Naughton oined arolyn eynolds oined arolyn iney oined iinity enable the Board to erform iinity entres in August iinity entres in ay 1 entres in tober 16 its resonsibilities 1 and has more than and has more than years and has more than years years exeriene in the exeriene as a ommerial exeriene in onstrution Management roerty setor litigation and ororate property development and lawyer n her urrent role real estate investment committees Previously Angus was the arolyn has oversight of the The has established anaging iretor and Prior to her urrent safety ris omliane a number of ommittees to of Novion Proerty Grou appointment, Carolyn was company secretarial, lease failitate deision maing by (Novion) Before Novion with Grocon where she held administration and legal management anagement Angus held a number of roles a number of senior roles over functions for Vicinity, and committees include: within olonial First State a 1year eriod inluding is a iretor of the iinity Global Asset anagement euty ead of • Executive Committee subsidiary Boards (FSGA) inluding anaging eveloment and nhouse omrised of nine members iretor of Proerty ead of Prior to her urrent ounsel Before this arolyn outlined on the urrent age holesale Proerty and hief appointment, Carolyn was was a Senior Assoiate at and overleaf xeutive of the anager of a artner at law firm inter law firm inter llison • Investment Committee iwi nome Proerty Trust llison from uly arolyn arolyn is a ivision ounillor inludes the hief in New ealand (now nown gained extensive exeriene of the Proerty ounil of nvestment ffier () as iwi Proerty Grou imited) over this time which featured Australias itoria ivision (hair) hief Finanial wor on as egas Sands Angus is a Fellow of the an Advisory Board ember ffier (F) and the ororates bid for the rights Australian Proerty nstitute to the Victorian Government’s xeutive General anagers to develop and operate the iretor of the Shoing ffie of Proets itoria and of Shoing entres arina Bay Sands ntegrated Centre Council of Australia an Advisory Board ember of eveloment and easing esort in Singaore arolyn and the Proerty ounil of omens Proerty nitiatives has also gained diverse • Capital Management Australia and a Proerty ale a not for rofit housing rovider exeriene relating to boards Committee F hamion of hange to women and hildren at ris from her legal wor and (hair) General of homelessness and oined involvement with notforrofit anager (G) Treasury the Board of the alter organisations suh as varian and an external member lia all nstitute of edial Cancer Australia, Glenorchy esearh in eember 16 • Diversity Forum inludes Art and Sulture Par and (hair) and a range the oreland ommunity of senior leaders egal entre • Sustainability Committee arolyn is a member of the inludes (hair) Australian nstitute of omany G Shoing iretors and A Australia entre anagement G eveloment G Sustainability and other senior leaders

Vicinity Centres Annual Report 2017 37 Our Executive Committee continued

David Marcun Justin Mills Michael O’Brien Richard Jamieson Executive General Manager Executive General Manager Chief Investment Officer Chief Financial Officer Business Development Shopping Centre Management

avid arun oined iinity ustin ills oined iinity ihael Brien oined iinity ihard amieson oined entres in une 1 following entres in une 1 entres in tober 1 and iinity entres in une 1 the erger with Novion Proerty following the erger with has years exeriene in and has more than years Grou (Novion) and has more Novion Proerty Grou real estate inluding shoing exeriene in baning and than years exeriene (Novion) and has more entre management and finane roles in the retail property sector, than 17 years exeriene development, real estate funds Richard was formerly Chief redominantly in finane and in the retail property sector, management and finane Finanial ffier at Novion oerations roles entre management asset Prior to his urrent Proerty Grou Prior to this management investment Prior to his urrent aointment ihael held ihard was Ating General management and strategy aointment avid was hief a number of senior roles at anager for Suerannuation erating ffier and ead Prior to his urrent The GPT Grou inluding areting iret at of Asset anagement at aointment ustin was Grou xeutive ororate BT Finanial Grou after Novion (and formerly FSGA General anager etail eveloment hief erating three years as Chief Financial Proerty) sine uring anagement and Strategy ffier and hief Finanial ffier Previously ihard his areer avid has been at Novion (and formerly ffier as well as Ating was hief Finanial ffier emloyed by Novion and FSGA Proerty) sine hief xeutive for a eriod for esta New ealand its rior entities ba to the ustin oined FSGA through Previous imited and nfrastruture oat of Gandel etail Trust in Proerty in where his to this ihael was at end Fund anager and hief 1 ver this time avid roles also included Assistant ease ororation where Finanial ffier at olonial layed a signifiant role in Fund anager of FS etail he held a variety of funds First State Global Asset the erger of Novion and Proerty Trust entre anager management and shoing anagement (FSGA) Federation Centres and the of hadstone Shoing entre entre management ositions ihard is a member of internalisation of FSGA and regional resonsibilities inluding hief xeutive the nstitute of hartered Proerty from ommonwealth aross several itorian assets ffier of end ease etail Aountants in Australia Ban of Australia in 11 ihael is a Fellow of the avid was also involved in the Australian Proerty nstitute auisition of Gandel etail and a iretor of the Green anagement by FSGA Building ounil of Australia Proerty in avid is a member of the nstitute of hartered Aountants in Australia

38 Vicinity Centres Annual Report 2017 Simone Carroll Stuart Macrae Executive General Manager Executive General Manager Digital, Marketing, People Leasing and Culture

Simone arroll oined iinity Stuart arae oined iinity entres in November 1 entres in une 1 following and has lose to years the erger with Novion Proerty exeriene in business Grou (Novion) and has more transformation with a strong than years exeriene ommerial baground that in roerty management spans human resources, develoment and leasing mareting sales and Prior to his urrent ommerial strategy as well appointment, he was General as digital rodut develoment anager of easing with and data analytis Novion (and formerly FSGA Prior to her role with iinity Proerty) sine Stuart Simone held exeutive also held a number of senior leadership positions and leasing roles within Gandel advisor roles for numerous etail anagement from online digitally led domesti 1 to and international businesses ost reently Simone was xeutive General anager Peole and Brand iretor at digital advertising omany A Grou n 1 Simone was reognised as Australian iretor of the Year

Vicinity Centres Annual Report 2017 39 Tax Transparency

Our approach to tax Furthermore iinity imited as a Group structure ororate taxayer with total inome Vicinity operates under a comprehensive in exess of 1 million is subet Vicinity has a stapled structure, with each tax ris management framewor whih to the ATs Publi islosure of ntity staled seurity omrising one share in is designed to ensure that iinity always nformation eort that is released a omany (iinity imited) and one unit conducts itself in a lawful manner with annually This reort disloses iinity in a trust (iinity entres Trust) reset to all of its tax obligations n imiteds total inome taxable inome arrying on its ativities iinity and inome tax ayable for the relevant iinity imited and its wholly owned grou of entities undertaes the business • has robust tax governane with ongoing finanial year of managing iinitys shoing entre oversight from iinitys ey exeutives ortfolio inluding roerty management Audit ommittee and Board of iretors Further information develoment management and resonsible • has a low ris aetite and does not Page entity and trustee services for Vicinity engage in aggressive tax lanning entres Trust its subtrusts and external and strategies iinity values having a good relationshi wholesale funds iinity imited also with all external regulatory bodies inluding • is onservatively geared with a ublially provides property and development the AT As a ey Taxayer iinity is dislosed target gearing range of management servies for oint owners woring with the AT in its Preodgement to of iinitys assets and other third arties omliane eview (P) rogram nder • is wholly domestic, does not have any the P rogram iinity engages with the iinity entres Trust is a managed offshore subsidiaries and therefore AT on a realtime basis so that where investment sheme oerating in has no related arty rossborder ossible learane of any tax issues and accordance with the Corporations Act transactions transations ours rior to the lodgement 2001 and is regulated by the Australian • undertaes to omly with all of its of iinitys annual inome tax returns Seurities and nvestments ommission statutory obligations in a timely and Vicinity has a history of compliance, which (AS) iinity entres Trust and its transparent manner, and is reetive of its aroah and attitude controlled trusts hold the real estate towards the AT investments for iinity • engages diretly with the Australian Taxation ffie (AT) to rovide greater The staling of omanies to trusts to transareny and understanding of Tax governance reate Australian eal state nvestment iinitys tax affairs iinitys Tax is anagement Framewor Trusts (ATs) as in the ase of iinity (the Framewor) enables omliane and its redeessor organisations has verall iinitys tax ulture and business with tax laws and the management of tax been ommonlae in the Australian raties are driven by our ision and ris through the imlementation of a set roerty industry sine the 1s Values, and are consistent with our of tax oliies roedures and systems A staled roerty grou generally holds Purose of enrihing the ommunities aross the iinity business its real estate investments within a trust, that we serve while its management and other trading The Framewor outlines the role of ativities are held by the omany The management teams defines their Our strategy and business structure provides securityholders the resonsibility and also rovides esalation prospects oortunity to invest in roerty through rotools within management the Audit Page a regulated and managed sheme while ommittee and the Board to effetively at the same time allowing seurityholders manage tax ris The Framewor guides to reeive the benefits and effiienies Australian tax transparency management on how to aroriately that result from property investment as if To imrove the transareny of business analyse mitigate and reort tax riss they held their investment diretly These tax affairs in Australia the Board of Further a robust set of internal ontrols benefits extend to owthrough of the Taxation designed the Tax Transareny has been ut in lae inluding eriodi taxable inome (inluding aital gains) ode (TT) in 16 to outline a set of reoniliations information tehnology of the trust so that this inome is taxed principles and minimum standards for systems and rovision for external advisor diretly in the hands of the seurityholder the urose of guiding the dislosure review along with audit roedures of tax information n adoting the TTs to ensure the Framewor effetively guidelines for the seond year iinity addresses tax ris Finally the Framewor aims to continue to provide informative also gives authority to management to dislosure on its tax affairs engage and onsult with regulatory bodies (inluding the AT) regarding tax oliy tax reform and tax law design on matters that affet iinitys business and its seurityholders

40 Vicinity Centres Annual Report 2017 Stapled structures review generally taxed on a owthrough basis inome that is referrable to this net meaning that a trusts taxable inome is rofit is therefore taxed in the hands n arh 17 Federal Treasury taxed in the hands of the benefiiaries (or of seurityholders as desribed above announced a review of stapled structures in the ase of iinity its seurityholders) in Australia and released its Consultation at their aliable tax rates The iinity imited onsolidated Paer on Staled Strutures The review grou generated an aounting loss is being undertaen at the diretion of the iinity imited and its wholly owned grou of 1 million ith reset to its tax Federal Treasurer with a view to roteting of entities are consolidated for income osition for FY17 the iinity imited the integrity of Australias ororate tax tax uroses resulting in all members of inome tax onsolidated grou generated system Federal Treasury is seeing to the onsolidated grou being treated as a tax loss of aroximately 7 million ensure that stapled structures are not a single ororate taxayer As a result The tax loss was rimarily driven by the being inaroriately used as a means iinity imited is resonsible for the aounting loss adusted for allowable of reharaterising trading inome into inome tax liability of the onsolidated dedutions (of million1) that arose more favourably taxed assive inome tax grou and intragrou transations from the internalisation of management Federal Treasury has consistently are eliminated in order to determine the in 1 Aordingly iinity imited is indiated throughout onsultation that onsolidated tax grous taxable inome not reuired to ay inome tax for FY17 its integrity onern regarding the use iinity imiteds losses that are arried of staled strutures does not extend Vicinity Centres Trust and its controlled forward to later income years are partly to traditional roerty stales lie iinity trusts are not liable to ay inome tax reognised through its deferred tax asset (inluding aital gains tax) as the taxable balane and desribed in detail in the As a leader in the Australian property income from their property investments deferred and urrent tax dislosures at industry and a staled AT iinity ows through the trust and is taxed in the Note () of the Finanial eort iinity has been atively engaged in the hands of seurityholders annually iinitys imited will ay tax when it fully utilises consultation process with Treasury and seurityholders ay tax at their marginal its tax losses and other deferred tax assets also made written submissions n its tax rates in the ase of Australian resident submissions iinity has outlined its seurityholders or through the anaged t is noted that iinity imiteds nil taxable views and suggestions on ensuring that nvestment Trust (T) withholding tax rules inome and nil inome tax ayable will be Australias regime for taxing roerty is for nonresident seurityholders reorted in the ATs Publi islosure of aroriately balaned and fosters an ntity nformation eort for FY17 whih environment that promotes investment, is exeted to be released in late 1 growth and effiieny Reconciliation of accounting profit to income tax pai Vicinity will continue to monitor and Effective tax rate A full reoniliation of iinitys aounting engage with Federal Treasury to ensure net rofit to inome tax aid is inluded nder the TT iinity has hosen that they understand the impact of any in the deferred and urrent tax note to alulate its effetive tax rate (T) potential reforms on Vicinity’s structure in Note of the Finanial eort as inome tax exense (urrent and and its seurityholders tax osition as n interreting the dislosure in the deferred) divided by aounting rofit well as to ensure that it is in a position to deferred and urrent tax note it should t is noted that this is a simlified method appropriately adapt to the implementation be noted that the aounting net rofit of alulating the T and should not of any announed reforms is determined in accordance with the be omared to the ororate tax rate Australian Aounting Standards Taxable without areiating the differenes Taxation of Vicinity inome in ontrast is a onet defined between aounting rofit and taxable inome (as exlained above) Further iinity is a tax resident of Australia and under inome tax law whih is alulated by subtrating allowable dedutions from information is available on the ATs tax operates entirely within the Australian transareny webage maret iinity does not own any foreign assessable inome A taxayers inome assets nor does it have any foreign tax liability is alulated by multilying its subsidiaries taxable inome by its aliable tax rate Further information Page As desribed above iinity is a staled The aounting net rofit that was grou that onsists of omanies and attributable to seurityholders of Given that Vicinity Centres Trust does trusts nder Australian tax law omanies Vicinity Centres Trust and its controlled not ay inome tax (rather tax is aid by are subet to inome tax at the aliable entities was 1 million for FY17 iinitys seurityholders) it has nil inome ororate tax rate ( for FY17) on their This aounting net rofit was derived tax exense and therefore nil T iinity taxable inome Trusts in omarison are through its trust struture so the taxable imited will not ay inome tax in reset of FY17 due to its tax losses hene it has nil tax exense and therefore nil T

1 Although the onsideration for the internalisation of the funds management business was aid in FY1 the allowable dedutions are reuired to be amortised for tax uroses over five years (refer to Note of the Finanial eort for further information)

Vicinity Centres Annual Report 2017 41 Tax Transparency continued

Contributions to the nonresident seurityholders hold their go (PAYG) withholding taxes aid by our Australian tax system interests indiretly (for examle through emloyees and Goods and Servies Tax ustodians) the Fund Payment notie (GST) we ollet from our retailers who rent iinity entres Trusts owthrough informs these third parties of the amount sae in our entres net of GST laimed trust status means that Vicinity of tax to withhold from our distribution by iinity on its own urhases seurityholders ay inome tax diretly on iinitys roerty investments inome Additionally as a business that oerates The information rovided below For FY17 iinitys seurityholders in the Australian property industry, Vicinity summarises iinitys Australian tax will ay inome tax on the taxable is subet to various other taxes at the ontribution for FY17 The most material omonents of the 6 million federal state and loal government hanges between the taxes aid in FY16 distribution aid to them The taxable levels n FY17 these taxes amounted and FY17 arise in the areas of stam duty omonents of the distribution will be to aroximately million and are and loal rates and levies FY16 inluded communicated to securityholders and either borne by iinity as a ost of our stam duty aid on the merger to reate uloaded onto the iinity website business or are remitted by iinity as art Vicinity, while local rates and levies along with the Fund Payment notie of our ontribution to the administration have fallen during FY17 due to asset for T withholding uroses in late of the tax system1 As an be seen below sales through the year Payroll taxes and August 17 As the maority of our the taxes remitted inlude ay as you PAYG withholding were also higher in the rior year due to signifiant eole ost assoiated with the merger Total taxes borne by Vicinity ($m) $95.4 million Further information Local rates and levies2 50.3 • iinity imited taxes aid information 44.3 is ublished by the AT in its eort 30.8 Land tax2 30.3 of ntity nformation ublished on 18.9 datagovaudatasetororate Stamp duty – property acquisitions 9.9 transparency 12.0 Payroll tax 9.2 • A breadown of the taxable omonents that securityholders receive via their 1.4 Fringe benefits tax (FBT) 1.0 annual taxation statements will be 0.6 available in late August on iinitys Workcover contributions 0.7 website viinityomau 63.2 Stamp duty – merger • ATs webage on tax transareny 0 for ororate tax entities inluding 0 10 20 30 40 50 60 70 baground information and exlanations atogovauBusiness argebusinessndetailTax Total taxes remitted by Vicinity ($m) transarenyTaxtransareny $129.9 million reortingofentitytaxinformation Net GST remitted3 74.9 75.7 • The Treasurys onsultation Paer 59.7 on Staled Strutures (arh 17) Pay as you go (PAYG) withholding 53.5 is ublished on treasurygovau 0.8 onsultationsandeviewsonsultations Taxes withheld from investors4 0.7 17StaledStrutures 0 10 20 30 40 50 60 8070 FY16 FY17

1 n this regard iinity inludes entities whih have been euity aounted in these finanial statements and tax and loal rates and levies data has been extrated from the grou finanial statements and therefore may vary from the atual taxes aid in FY16 and FY17 due to timing differenes Net GST remitted for FY17 is omrised of 1 million of GST olleted (FY16 1 million) and 1 million of GST laimed (FY16 11 million) This reresents taxes withheld from iinitys seurityholders As the maority of our seurityholders either suly their tax file number or in the ase of nonresidents hold their interests indiretly this figure is not reresentative of the taxes atually aid by our seurityholders

42 Vicinity Centres Annual Report 2017 Sustainability Assurance Statement

Independent Limited Assurance Statement to the Management and Directors of Vicinity Centres

Our Conclusion We were engaged by Vicinity Centres to undertake limited assurance as defined by Australian Auditing Standards and below, and hereafter referred to as a ‘review’, over Vicinity Centres’ disclosures of selected sustainability performance data included in Vicinity Centres’ 2017 Annual Report and Corporate Governance Statement for the year ended 30 June 2017. Based on the work we performed, nothing came to our attention that caused us to believe that the selected sustainability performance data had not been prepared and presented fairly, in all material respects, in accordance with the reporting criteria.

What our review covered Summary of review procedures performed We reviewed a selection of Vicinity Centres’ sustainability performance data for the year ended 30 June 2017, as shown in Our procedures included, but were not limited to: the table below: ► Gaining an understanding of the processes supporting the Selected sustainability performance data Annual Report page development of data for Vicinity Centres’ sustainability disclosures

Carbon intensity (scope 1 and 2) (kg CO2- 3, 12 e/sqm) ► Conducting interviews with key personnel to understand Vicinity Centres’ process for collecting, collating and reporting Energy intensity (MJ/sqm) 12 the selected sustainability performance data during the reporting period Waste diversion rate (% recovered for 12 ► Checking that the Criteria has been correctly applied in the recycling) calculation of the selected sustainability performance data Community investment ($) 3, 4, 12 & 28 ► Undertaking analytical review procedures to support the reasonableness of the data TRIFR (Total recordable injury frequency 12 rate) ► Identifying and testing assumptions supporting calculations ► Testing the calculations performed by Vicinity Centres 12 Diversity (% representation of women by level) (13 & 14 of Corporate ► Testing, on a sample basis, underlying source information to Governance Statement) check the accuracy of the data

Gross lettable area (GLA) (sqm) 14 ► Reviewing the appropriateness of the presentation of information. Criteria applied by Vicinity Centres We believe that the evidence obtained is sufficient and appropriate The following criteria have been applied: to provide a basis for our limited assurance conclusions. ► specific criteria from the Global Reporting Initiative Standards ► Vicinity Centres’ own criteria and management methods as set out in its publicly disclosed Sustainability Reporting Criteria, available at: http://www.vicinity.com.au/sustainability/governance-and- performance. Ernst & Young Terence Jeyaretnam Melbourne, Australia Partner Key responsibilities EY’s responsibility and independence 16 August 2017 Our responsibility was to express a limited assurance conclusion on the disclosures of selected sustainability metrics. Limited Assurance We were also responsible for maintaining our independence and confirm that we have met the independence requirements of the Procedures performed in a limited assurance engagement vary in APES 110 Code of Ethics for Professional Accountants and have nature and timing from, and are less in extent than for, a the required competencies and experience to conduct this reasonable assurance engagement. Consequently, the level of assurance engagement. assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been Vicinity Centres’ responsibility obtained had a reasonable assurance engagement been Vicinity Centres’ management was responsible for selecting the performed. Criteria, and preparing and fairly presenting the selected sustainability performance data in accordance with that Criteria. While we considered the effectiveness of management’s internal controls when determining the nature and extent of our This responsibility includes establishing and maintaining internal procedures, our assurance engagement was not designed to controls, adequate records and making estimates that are reasonable in the circumstances. provide assurance on internal controls. Our procedures did not include testing controls or performing procedures relating to Our approach to conducting the review checking aggregation or calculation of data within IT systems. We conducted this review in accordance with the Standard for Use of our Assurance Statement Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (ASAE 3000), Assurance We disclaim any assumption of responsibility for any reliance on Engagements on Greenhouse Gas Statements (ASAE 3410) and this assurance report to any persons other than management and the terms of reference for this engagement as agreed with Vicinity the Directors of Vicinity Centres, or for any purpose other than that Centres 21 June 2017. for which it was prepared.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Vicinity Centres Annual Report 2017 43 Financial Report For the year ended 30 June 2017

Inside

45 iretors eort 49 Remuneration Report 66 Auditors ndeendene elaration 67 Statement of omrehensive nome 68 Balane Sheet 69 Statements of hanges in uity 70 ash Flow Statement 71 Notes to the Finanial Statements 72 About This eort 73 erations 85 aital Struture and Finanial is anagement 92 oring aital 94 Remuneration 97 ther islosures 106 iretors elaration 107 ndeendent Auditors eort 112 Summary of Seurityholders

44 Vicinity Centres Annual Report 2017 ebra Stirling(ndeendent) avid Thurin 1 or thestateofGrousaffairsinfuturefinanialyears statements thathassignifiantlyaffetedormayaffetthe oerations oftheGrouresultsthoseoerations The iretorsarenotawareofanymatterorirumstaneotherwisedealtwithintheiretorseortfinanial inificant matters The eratingandFinanialeviewisontainedonagesto ofthisreort Review ofresultsandoperations and fundsmanagement The rinialativitiesoftheGrouduringyearwereroertyinvestment roertymanagementdevelomentleasing The GrouhasitsriniallaeofbusinessatevelhadstoneTower ne11andenongoadhadstoneitoria 1 Principal activities ihelle Brady Carolyn Reynolds Company Secretaries Further informationonthebagroundandexerieneofiretorsisontainedagesto6thisreort Angus Naughton(andanagingiretor) (iii) ExecutiveDirector ai Tang (ndeendent) Trevor Gerber(ndeendent) Tim ammon(ndeendent) ihard addoA(ndeendent)(retiredAril17) Peter ahan aren Penrose(ndeendent) harles ae(ndeendent) (ii) Non-executiveDirectors Peter ay(ndeendent) (i) Chairman date ofthisreportunlessotherwisestated: Board) onsistofthesameiretorsThefollowingersonsweremembers oftheiinityBoardfrom1uly16anduto The Boardsofiretorstheomanyandiinityentrestdasesonsiblentity()Trust (togethertheiinity Directors the Trust arestaledtogetherandtradedolletivelyontheAustralian Seuritiesxhangeundertheode searate entitiestheStalingeedenteredintobyomanyandTrust ensuresthatsharesintheomanyandunits 17 iinityentresisastaledgrouomrisingimited(the omany) andiinityentresTrust (theTrust) Although The iretorsofiinityimitedresenttheFinanialeort entres (iinityortheGrou)foryearendedune Directors’ Report and anagingiretor withalannedommenementdate of 1anuary1 the 1finanialyear n11August17theGrouannouned rGrantelleywould sueedrAngusNaughton As announedonune17and anagingiretorrAngusNaughtonhas advisedofhisintentiontoretireduring eeting tobeheldon16November17 r harlesaeandsebraStirling have announedtheirintentiontoretireasNonexeutive iretorsattheAnnualGeneral 1 1

nulRpr 0745 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Directors’ Report continued

Distributions Total distributions delared by iinity during the year were as follows

Total Cents per $m stapled security nterim 1 eember 16 344.4 7 Final une 17 340.4 6 Total – year end 684.8 17

The final distribution of 6 ents er staled seurity will be aid on August 17

Director-related information Meetings of Directors held during the year Risk and Special Purpose Audit Remuneration Compliance Board Board1 Committee Committee Committee Eligible Attended Eligible Attended Eligible Attended Eligible Attended Eligible Attended Peter ay 7 7 Angus Naughton 7 7 harles ae 7 7 6 6 avid Thurin 7 7 ebra Stirling 7 7 6 6 aren Penrose 7 7 7 7 Peter ahan 7 7 7 7 6 6 ihard addo 6 6 6 6 Tim Hammon 7 7 6 6 Trevor Gerber 7 7 7 7 6 6 ai Tang 7 7 7 7 1 Seial urose Board meetings were sheduled and onvened at short notie to onsider seial urose arovals

iinity also has a Nominations ommittee onsisting of r ay r ammon r ae and r ahan All members attended the three Nominations ommittee meetings held during the year

Director security holdings iretor seurity holdings as at une 17 are detailed within the emuneration eort There have been no movements in seurity holdings between une 17 and the date of this reort

nemnification an insrance of irectors an fficers The omany must indemnify the iretors on a full indemnity basis and to the full extent ermitted by law against all losses or liabilities inurred by the iretors as offiers of the omany or of a related body ororate rovided that the loss or liability does not arise out of misondut inluding la of good faith

uring the finanial year the omany insured its iretors Seretaries and ffiers against liability to third arties and for osts inurred in defending any ivil or riminal roeedings that may be brought against them in their aaity as iretors or ffiers of iinity This exludes a liability that arises out of wilful breah of duty or imroer use of inside information The remium also insures the omany for any indemnity ayments it may mae to its ffiers in reset of osts and liabilities inurred islosure of the remium ayable is rohibited under the onditions of the oliy

46 Vicinity Centres Annual Report 2017 tion holdersdonothaveanyrightsbyvirtueoftheotiontoartiiate inanyseurityissueoftheGrou erformane rightsefertotheemunerationeortforfurtherdetail s oftheotionsoutstandingforeyanagementPersonnel As atune17andthedateofthisreorttherewere6 111 unissuedordinaryseuritiesunderotionintheformof Options overunissuedsecurities at viinityomau eommendations ThefullororateGovernaneStatementisavailableonthesetionofiinityswebsite adoted andreortagainstthethirdeditionofASororateGovernane ounilsororateGovernanePrinilesand n reognitionoftheneedforhighstandardsororatebehaviourandaountabilityiretorsomanyhave Corporate governance deadline TheGroumonitorsitsotherenvironmentallegalobligations and isomliantforthereortingeriod nergy fortheyearendedune16by1tober16The17NGreortwillbesubmitted for yearsendinguneTheGroumetthisobligationbysubmitting its NGreorttotheeartmentofnvironmentand This reuirestheGroutoreortannualgreenhousegasemissionsenergy useandrodutionforallassetsundermanagement The GrouissubettothereortingobligationsunderNationalGreenhouseandEnergyReporting(NGER)Act2007(th) Environmental regulation immediately followingtheiretorseort A oyoftheAuditorsndeendeneelarationasreuiredundersetion 7oftheCorporationsAct2001(th)isinluded • Noneoftheserviesunderminegeneralrinilesrelatingtoauditor indeendeneassetoutinAPS11CodeofEthics • AllnonauditservieshavebeenreviewedbytheAuditommitteetoensure theydonotimattheimartialityandobetivity general standardofindeendeneforauditorsimosedbytheCorporationsAct2001(th)followingreasons The Boardhasonsideredthenonauditserviesrovidedduringyear andissatisfiedtheseserviesareomatiblewiththe to theFinanialeort etails oftheamountsaidorayabletoYforauditandnonserviesrovidedduringyeararesetoutinNote17 and exerienewiththeGrouareessentialwillnotomromiseauditorindeendene The Groumaydeidetoemloytheauditoronassignmentsadditional tostatutoryauditdutieswheretheauditorsexertise Non-audit services has beenmadeunderthisindemnitytoYduringorsinetheendof finanialyear out ofanybreahtheauditengagementagreementorfromYsnegligentwrongfulwilfulatsomissionsNoayment against laimsbythirdartiesarisingfromtheaudit(foranunseifiedamount)Theindemnitydoesnotalytoanyloss To theextentermittedbylawomanyhasagreedtoindemnify Y asartofthetermsitsauditengagementagreement nemnification ofaitor rnst Young (Y)istheauditorofGrouandloatedatxhibitionStreetelbourneitoria Auditor-related information for ProfessionalAccountants of theauditor;and nulRpr 0747 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Directors’ Report continued

Events occurring after the end of the reporting period On-market securities buy-back n uly 17 the Grou announed an onmaret buyba rogram of u to of ordinary seurities on issue The Grou will only urhase seurities where doing so is aretive to earnings er seurity and NTA while also reserving amle aaity to fund other aital reuirements

Appointment of ne ief xective fficer () an anain irector n 11 August 17 the Grou announed r Grant elley would sueed r Angus Naughton as and anaging iretor with a lanned ommenement date of 1 anuary 1

Vicinity Board changes n 1 uly 17 the Grou announed the aointment of s anette endall as an ndeendent Nonexeutive iretor to the Boards of iinity imited and iinity entres td effetive from 1 eember 17 r harles ae and s ebra Stirling will retire as ndeendent Nonexeutive iretors at the Annual General eeting to be held on 16 November 17

No matters other than those identified above have arisen sine the end of the year whih have signifiantly affeted or may signifiantly affet the oerations of the Grou the results of those oerations or the state of affairs of the Grou in future finanial eriods

Rounding of amounts The omany is an entity of a ind referred to in egislative nstrument 1611 issued by the Australian Seurities and nvestments ommission relating to the rounding off of amounts in the iretors eort Aordingly amounts in the iretors eort have been rounded off to the nearest tenth of a million dollars (m) in aordane with that egislative nstrument unless stated otherwise

48 Vicinity Centres Annual Report 2017 was 16million 17 Statutorynetrofitfortheyear reorded fortheyearendedune resulted inatotalreturnof1being ombined withstrongvaluationgains er seurityof17entswhihwhen This ontributedtounderlyingearnings roerty inometoexeedbudget leasing sreadoutomeenablednet environment togetherwithastrong of targetdesiteahallengingretail uany ofwhihisahead merger synergytargetswereexeeded onluded wellaheadofrogramand ntegration ativitiesweresuessfully towards ourstrategiobetives erformane andmadestrongrogress n FY17iinitydeliveredsolidfinanial anagement Personnel(P) outomes forourxeutiveey performance, andtheremuneration the linbetweeniinitysstrategy necessary informationtodemonstrate is designedtorovideyouwiththe 17 Theemunerationeort our AnnualGeneraleetinginNovember for whihwewillseeyourarovalat resent ourFY17emunerationeort n behalfoftheBoardamleasedto ear Seurityholders Letter from ofthe Chairman Remuneration andHumanResources Committee Remuneration Report Chairman –RemunerationandHumanResourcesCommittee Charles Macek xeutive P xeutive P available wasawarded to oortunity maximum ShortTerm nentive(ST)Plan ahieved anaverageof6the line with target and strongtotalreturns ith underlyingearningserseurityin worlae givingrograms through investmentvolunteeringand connection wehavewithourcommunities and mentalhealthstrengtheningthe rogram whihisfousedongenderage imlementing ourdiversityandinlusion on develoing senior leadershi aability This yearwelaedsignifiantemhasis a Betteray emagine mbraeiversityande omany valuese Alwaysollaborate our eolehaveembraedrefined engagement sorefrom66to and 71 signifiant imrovementinouremloyee the ast1monthsTherehasbeena this transformationhasoccurredover retailers Pleasinglymuhrogressin on ustomersbothonsumersand entral tothisisagilitywithafous in theNAofourultureisanimerative to evolvembeddingadigitalmindset une 1theiinityultureontinues n ourseondyearsineformationin

Resources Committee hairman emunerationanduman Charles Macek is wellositionedforthefuture framewor amonfidentthatiinity strategy erformaneandremuneration and astrongalignmentbetweenour exeutive teamandoeratinglatform era foriinitybutwithourstrong 1 eember17willsignifyanew andanagingiretoreffetive The retirementofAngusNaughton from theSP ust over1emloyeestobenefit eligible emloyeeThisyearweexet u to1worthofseuritieseah Plan (SP)Thisenablesiinitytogift maintain anxemtmloyeeSeurity of theontributionbyallemloyeeswe ne againtoreognisetheimortane nulRpr 0749 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

Report overview This Remuneration Report outlines: • iinitys reward riniles and framewor • iinitys erformane for the 17 finanial year and the remuneration outomes for xeutive P and • emuneration reeived by iretors and xeutive P

The ontents of the emuneration eort (as set out below) are governed by sA of the Corporations Act 2001 and the Corporations egislation nless otherwise noted figures ontained within this reort are reared on a basis onsistent with the reuirements of Australian Aounting Standards and have been audited

1. Remuneration framework 51 2. Company performance and executive remuneration outcomes 52 3. Executive remuneration – further information 58 4. Non-executive Director remuneration 61 5. Other remuneration information 63

50 Vicinity Centres Annual Report 2017 these omonentsaremeasuredtoensurethatexeutiveandseurityholderinterestsaligned The diagrambelowrovidesasnashotliningourrewardrinilesto the omonentsofourremunerationframeworandhow urose of enrihingommunityexerienesbyensuringthatshorttermationsdonothaveadetrimentaleffetinthelongerterm longterm omanyerformaneurframeworenouragesexeutivestofousonreatinggrowthandomlementsour while aligningtheirationswithseurityholderinterestsThisahieved throughliningexeutiveremunerationtobothshortand The obetiveofiinitysremunerationframeworistobuildaabilitybyattratingretainingandengagingatalentedexeutiveteam 1.1 Reward principlesandframework 1. Remunerationframework Components setion Further detailsarecontainedin Executive KMP). Director and18monthsforother deferral fortheCEOandManaging deferred intoequity(24-month Partially paidincashandpartially performance targets. performance periodsubjectto Annual bonusopportunity,12-month Short Term Incentive(STI) in setion Further detailsarecontained one-year holdinglock. performance period,additional Performance rights,three-year Long Term Incentive(LTI) in setion1 Further detailsarecontained any salarysacrificeamounts. Base salary,superannuationand Total FixedRemuneration(TFR) Attract, retainandmotivate higherforming exeutives • xternalhurdlebasedontotal • nternalhurdlebasedontotal to achievementofan: The erformanerightsvestsubet • Operationalexcellence:comprises • Peopleandleadership:includes • Strategic:relatestoportfolio • Financial:targetsinludeunderlying ategories easured againstfourerformane • ndividualexerieneaability • Therelevantobmaret • Siesoeandomlexity • Benhmaredtoometitiverates Performance measures ororation (ASF) Trust) ndexexludingestfield (Australian ealstatenvestment to theSPASAT seurityholder return(TS) relative return (T)and and safetymetris systems roessessustainability innovation rismanagement inlusion engagement anddiversity ulture aabilityemloyee and digitalstrategy enhancement, developmentpipeline exense ratio inome (NP)andmanagement earnings erseuritynetroerty and erformane of therole erformane strategyexeution Remuneration framework emonstrate linbetween Reward principles and valuereation • Remunerationsetatcompetitive • elativeTS hurdlealigns • Tmeasurestheextenttowhih • Providesretentionelement • nouragessustainablehigh • erationalexelleneareasfous • Peole and leadershi obetives aim • Strategimeasuresfousonasset • Finanialtargetsrelatetoiinitys Strategic objective ey talent levels toattratretainandengage eer grou term returnrelative toitsnominated remuneration withiinityslong extrats valuefromiinitysassets iinity effiientlymanagesand term andseurityholdervaluereation erformane overthemediumtolong aross thebusiness drive foreffiienyandinnovation consumers andretailers,a environments foremployees, on rovidingsafeandsustainable and reetourlongtermobetives that drivecompanyperformance to romoteaultureandbehaviours and businesslanning generate seurityholderreturns aaity toaydistributionsand manage fromtheersetive nulRpr 0751 Vicinity Centres AnnualReport 2017 nourage exeutivesto of seurityholders

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

1. Remuneration framework continued 1.2 Pay mix A signifiant omonent of exeutive remuneration is lined to short and longterm omany erformane to assist in aligning exeutive interests with those of seurityholders The relative weightings of the fixed and at ris omonents of total target remuneration for xeutive P are detailed in Figure 11 below A higher roortion of the s total remuneration is at ris as he has the greatest soe to inuene iinitys longterm erformane

Figure 1.1 ief xective fficer ief inancial fficer Chief Investment Officer

TFR 34% TFR 40% TFR 42% STI 33% STI 29% STI 27% LTI 33% LTI 31% LTI 31%

1.3 Key Management Personnel (KMP) The P of iinity inludes all Nonexeutive iretors and those exeutives who are deemed to have authority and resonsibility for lanning direting and ontrolling the ativities of iinity (xeutive P)

A summary of xeutive P during the year and their tenure as P is shown in Table 1 below

Table 1.2

Name 1 Position Tenure Angus Naughton and anaging iretor () Full year ihard amieson hief Finanial ffier (F) Full year ihael Brien hief nvestment ffier () Full year 1 Former xeutive P who held P ositions during the year ended une 16 are inluded in the statutory remuneration tables in setion

The list of Nonexeutive iretors during the urrent and rior years an be found in setion

2. Company performance and executive remuneration outcomes 2.1 Overview of company performance ver the 1 months to une 17 iinitys net rofit was 16 million underinned by solid underlying ortfolio erformane and strong roerty valuation gains Net tangible assets er seurity inreased ents or to ontributing to a total return of 1 for the eriod

iinitys underlying earnings for the year was 71 million or 17 ents on a er seurity basis in line with guidane This reresented a derease of 17 million or 1 from the rior year due to the imat of the nonore asset divestment rogram whih saw interests in 1 retail assets disosed sine 1 uly 1 The imat of the disosals was artially offset by omarable NP growth as a result of base rental and anillary inome growth rudent roerty exense management and additional NP from develoments and auisitions Additionally a 7 redution in net ororate overheads was ahieved reeting the strong fous on oerational effiienies and the realisation of merger synergies

52 Vicinity Centres Annual Report 2017 Table 2.2:FY17STIoutcomesforExecutiveKMP 17 finanialyear Table belowshowstherangeofoutomesahievedbyxeutive Pagainsteaherformaneategoryrelatingtothe erformane obetivesTables andbelowoutlinetheFY17SToutomes The alulationoffinanialerformaneforFY17wasundertaeninuly 17byomaringatualerformaneagainsttheagreed Outcomes assessment ofeaherformanemeasureisontainedinTable belowanddetailsofSTawardedareontainedinTable the maximumamountofSTisayableonlywhenerformanehassignifiantly exeededtargetmeasuresFurtherdetailonthe Performane foreahmeasureisassessedonarangefromthresholdtomaximumaximumsetatlevelthatensures are setoutinsetion Seifi measuresforindividualsaresetwithintheseerformaneategories and arovedbytheBoardFurtherdetailsofST ategories thatareoutlinedinTable medium tolongertermerformaneoutomesalignediinitysstrategy TheSToutomeisweightedagainstfourerformane individual erformaneobetivesthroughanannualerformanebased rewardanyoftheseobetivesontributetowards iinitys STrovidesemloyeeswiththeoortunitytoberewardedfor ahievingaombinationofgroufinanialstrategiand Summary 2.2 FY17 ShortTerm Incentive(STI)outcomes Table 2.1 Table 1belowsummarisesdetailsofiinityserformaneforeyfinanial metrisfortheurrentandastfourfinanialyears and theannounementbyAmaononfirmingitsexansionintoAustralia the eretionofstrongeronditionsinoffiemarets(artiularlySydney andelbourne)softerretailtradingonditions iinitys TS relativeundererformaneintheeriodtogetherwithotherretailTs isrimarilyduetoaontinuationof duration isyearswithnodebtexiriesinFY1 ast monthshaveutiinityinastrongaitalositionGearingis7atune17andtheweightedaveragedebt outloo inanuary17Prudentaitalalloationdeisionsandthedivestmentofinterests17billionassetsover A ontinuedfousonaitalmanagementwasreognisedbyStandard PoorsraisingiinitysreditratingtoAwithstable Total return istributions delarederseurity(ents) SPAS ATndex Seurity rieasatune() TS fortheyearendedune Performance metric efrac aeoyWihiga agtThreshold 1 Weighting attarget Performance category Operational Excellence People andLeadership Strategic Financial alulated as(hangein NTA duringtheerioddistributionsdelared)oeningNTA FY1 inludesaent distributiondelaredostune1relatingtoFY1 1 business erformaneagainstFY17measures The linereresentsthatrangeofoutomesahievedbythexeutivePirles indiate theaverageoutomePleaserefertoTable formoredetail on 1 1 11 6 (6) 6 111 7 1 (177) 11 7 Y3F1 Y5F1 FY17 FY16 FY15 FY14 FY13 1111 1 16 11 6 117 11 7 7 7 Performance levelachieved 1 Target 61 17 177 16 nulRpr 0753 Vicinity Centres AnnualReport 2017 1 Maximum

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

2. Company performance and executive remuneration outcomes continued Table 2.3: Business performance against FY17 measures Performance category and weighting Performance measure Reason chosen Performance outcome Financial nderlying earnings nderlying PS NP • elivered underlying PS of 17 ents in line with guidane (20%–40%) er seurity (PS) net total return and are • elivered omarable NP growth of roerty inome (NP) ey finanial measures • Ahieved a total return of 1 and NP growth total of performance, while return management balane sheet strength • redued from bs to 1 bs exense ratio () and is a critical foundation • Standard Poors redit rating raised to Astable aital management for future success obetives

Strategic Strategy obetives eveloing and • erger suessfully omleted with the integration of our (30%–50%) focused on portfolio imlementing eole systems and roesses and merger synergy targets enhancement, delivery iinitys ey strategi exeeded and delivered ahead of rogram of the development initiatives will underpin • mroved ortfolio ouany rate from to ieline merger future opportunities • ivested 6m of nonore assets at a remium to synergies realisation and growth boo value and auired the remaining of F South digital strategy harf and the remaining of Bentons Suare and staeholder management • Signifiant rogress aross live roets and the shadow ieline inluding – hadstone maor redeveloment suessfully omleted – First retail stage at andurah Forum oened in uly 17 fully leased – Approvals received and construction commenced at F Perth and The Glen • omleted rollout of highseed digital networ within rogram and budget • Strong engagement and woring relationshis with oowners

People and Peole obetives reating and maintaining • Signifiant imrovement in emloyee engagement sore Leadership foused on enhaning a team that is high to 71 from 66 in FY16 (15%) ulture strengthening erforming highly • ommened roll out of initiatives under the three ey fous aability imroving engaged and diverse areas of the iversity and nlusion Strategy emloyee engagement is fundamental to long • Talent management lan and suession lanning for the and develoing our term performance xeutive ommittee and broader senior leadershi team diversity and inclusion in place agenda

Operational erational obetives Fous on business • Net ororate overheads were redued by 7 Excellence centred on a review of transformation, • mrovement in Green Star Performane ortfolio average (15%) corporate overheads, oerational effiieny rating from Stars to Stars ris management and ris management and • stablished a threeyear artnershi with Beaon Foundation our sustainability agenda sustainability will underin foused on unemloyed and disengaged youth sustainable erformane

Table 2.4 Maximum STI Actual STI % of target STI % of maximum % of maximum Target STI opportunity awarded opportunity STI opportunity STI opportunity as % of TFR as % of TFR $ awarded awarded forfeited Executive KMP Angus Naughton 1 1 1611 17 6 1 ihard amieson 7 1 7 7 ihael Brien 6 1 67 1 6 7 Note the maximum ST oortunity as of TF is the theoretial maximum the xeutive P an reeive

54 Vicinity Centres Annual Report 2017 Table 2.5:FY17LTI grants are ontainedinsetionbelow vest thereisanadditional1monthholdingloduringwhihtheyannot betradedFurtherdetailsonthehurdlereuirements As outlinedtheseerformanerightsmayvestinthreeyearstimerovided TS andThurdlesaremetftheerformanerights Share BasedPayment The fairvalueoftheerformanerightsatgrantdatearealsoinluded inTable andarealulatedinaordanewith AASB rights grantedwasalloatedusingthefaevaluemethodology Table showsthenumberoferformanerightsgrantedtoxeutive PundertheFY17T Thenumberoferformane erformane eriod The FY17T grantwasmadetothexeutiveommitteeandSenioreaderswitheffetfrom1uly16athreeyear FY17 grants the FY16erformanerightsweregranted)etailsofallurrentT holdings forxeutivePareontainedinsetion in whihthexeutivePwillbeeligibleforerformanerightstovest willbetheyearendingune1(threeyearsafter No urrentxeutivePwereemloyeesofiinityatthetimethese erformane rightsweregrantedinFY1Thefirsteriod and underlyingPStranhe ahieved andastheunderlyingPStargetdidnotmeetthresholdnil vesting wasahievedagainsttheeturnonuity() The FY1T grant wastestedatune17andniloverallvestinglevelahievedTherelativeTS hurdlewasnot Outcomes Please refertosetionforfurtherdetailsoftheT Plan the longerterm years andafurther1monthholdingloTheT alignsasignifiantortionofoverallremunerationtoseurityholdervalueover (Senior eaders)foraneuityaward(througherformanerights)subet totheahievementoferformanehurdlesoverthree The T rovides an annualoortunityforthediretreortsto(xeutiveommittee)andotherSeniorxeutives Summary 2.3 FY17 LongTerm Incentive(LTI) outcomes alulated basedonafairvalueererformanerightof 1 ihr aisn1me 66 1 eember16 11 eember16 Total ihael Brien ihard amieson Angus Naughton Executive KMP is nilshouldnoneofthealiableerformane onditionsbemet The valueofthegranthasbeendetermined basedonthefairvalueerinstrumentasat thedateofgrantTheminimumtotalvalue of thegranttoxeutiveP eort Thefairvalueisreognisedasan exenseintheStatementofomrehensivenome overthethreeyearvestingeriod rights thanforTerformanerightsFurther detailsonassumtionsusedtodeterminethefairvalueof the erformanerightsareinludedinNote1(a)toFinanial inororates therobabilityofahievingmaret onditionswhereasthevaluationofTerformanerights doesnotThisresultsinalowerfairvalueforTS erformane The fairvalueererformanerightwasalulatedbyindeendentonsultantsasatthe grant dateidentifiedaboveThevaluationoftheTS erformanerights TSR hurdle:7 TR hurdle:7 Grant date:eember16 weighted averagerieofiinitysseurities1tradingdaysimmediatelyfollowingthe16 AnnualGeneraleeting The grantsmadetoxeutivePreresentedtheirfullT entitlementfortherelevantfinanialyear Theseurityrieusedinthealulationisvolume rights granted performance Number of 925,435 eebr1 eember16 17 1 Grant date of rightson Face value 2,625,000 grant date $ percentage grant date value asa of TFRat LTI face 66 1 91,499,205 89 67 7 % nulRpr 0755 Vicinity Centres AnnualReport 2017 of rightson grant date Fair value $ 2,3 percentage grant date value asa of TFRat LTI fair 50.8 7 71 %

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report 56

Vicinity Centres AnnualReport 2017 2. Company performance and executive remuneration outcomes continued Remuneration Report 2.4 Statutory remuneration tables Table 6 below details the remuneration reeived by eah xeutive P during the urrent and rior years for the eriod whih they were a P Table 7 rovides the same information for former xeutive P This table has been reared in aordane with the reuirements of the ororations At and the relevant Aounting Standards The figures rovided under the erformane rights olumns are aounting values and do not reet atual ayments reeived As noted above in setion no erformane rights vested to any xeutive P during FY17

Table 2.6: Total Executive KMP remuneration for FY17 and FY16 ortterm benefits ter benefits Share-based payments Post-employment Leave Perfor- Super- Termin- % Base Non- entitle- mance STI annuation ation Perfor- Salary1 STI cash2 monetary3 Other4 ments5 rights6 Deferred7 contributions benefits Total mance Executive KMP Period $ $ $ $ $ $ $ $ $ $ related8 FY17 1,463,412 1,611,000 4,277 108,333 - 531,706 - 25,000 - 3,743,728 57% Angus Naughton FY16 11 11 61 1 176 61 6

FY17 733,303 267,188 3,305 - 3,469 220,730 267,187 25,000 - 1,520,182 50% continued ihard amieson FY16 71 7 1 16 7 167 FY17 677,681 284,375 5,374 - 7,178 186,097 284,375 19,616 - 1,464,696 52% ihael Brien FY16 7 67 6 61 67 11 177 FY17 2,874,396 2,162,563 12,956 108,333 10,647 938,533 551,562 69,616 - 6,728,606 54% Total – Executive KMP FY16 6 1761 67 7 16 71 61671 1 Base salary inludes the net movement of annual leave entitlement balane The ash omonent is of the FY17 ST for xeutive P (exluding the ) and is sheduled to be aid in Setember 17 (following Board aroval of the audited FY17 finanial statements) ue to the resignation of r Angus Naughton effetive 1 eember 17 his FY17 ST will not be subet to deferral into sharebased ayments 7 of his total FY17 ST is sheduled to be aid in Setember with the remaining subet to ash deferral and ayable uon termination Nonmonetary benefits inlude motor vehiles and other nonash fringe benefits (inluding the value of death and total ermanent disability insurane remiums aid by iinity on behalf of the xeutive P) ther benefits for r Angus Naughton inlude reloation allowanes or reimbursements ( une 16 1 reloation allowane 7 reimbursements) and ( une 17 1 reloation allowane) eave entitlements reet long servie leave arued for the eriod r Angus Naughton will not be entitled to long servie leave uon retirement given he has not met the sevenyear servie reuirement 6 n aordane with the reuirements of Australian Aounting Standards remuneration inludes a roortion of the fair value of the euity omensation granted or outstanding during the year (that is a ortion of erformane rights awarded under the T that remained unvested as at une 17) The fair value of the euity instruments is determined as at the grant date and is rogressively exensed over the vesting eriod This amount inluded as remuneration is not related to or indiative of the benefit (if any) that xeutive P may ultimately realise should the erformane rights vest The fair value of the erformane rights at the date of their grant has been determined in aordane with AASB alying a onte arlo simulation valuation method 7 The amount resented reresents the value of ST deferred that has been reognised as an exense in the urrent eriod as reuired by aounting standards eresents the sum of ST ash and sharebased ayments divided by the total remuneration reeting the atual erentage of remuneration at ris for the year

Table 2.7: Total former Executive KMP remuneration for FY17 and FY16 Share-based ortterm benefits ter benefits payments Post-employment % Leave Perfor- Super- Perfor- STI Non- entitle- mance STI annuation Termination mance Base cash1 monetary1 Other ments1 rights1 deferred1 contributions benefits Total related1 Former Executive KMP Period salary $ $ $ $ $ $ $ $ $ $ Steven Sewell FY16 1 17 7 6776 1717 17 17676 17 Stuart arae FY16 6 7 1617 11 onathan Timms FY16 6 67 176 Total – Former Executive KMP FY16 17 1676 76 7 6 1616 17 11 1 efer to orresonding footnotes on Table 6 r Steven Sewell eased to be P on August 1 following the aointment of r Angus Naughton as r Sewells emloyment eased on eember 1 r Stuart arae and r onathan Timms eased as P on 1 tober 1 r Timms subseuently eased emloyment on Aril 16 omrises balane of notie eriod and reloation and arued annual leave entitlement aid out on termination seial ayment subet to erformane and retention nulRpr 0757 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

3. Executive remuneration – further information This setion ontains further details of the three omonents of xeutive P remuneration being • Fixed remuneration • ST and • T

3.1 Fixed remuneration Fixed remuneration omrises base salary suerannuation ontributions and any salary sarifie amounts (for examle motor vehile leases) iinity aims to rovide a ometitive level of fixed remuneration that reognises the sie soe and omlexity of the role the relevant ob maret and the exeriene aability and erformane of the inumbent

3.2 STI efer to setion for a summary of the ST and outomes for FY17

STI arrangements Opportunity For the the FY17 ST oortunity at a target level of erformane is 1 of TF For other xeutive P the ST oortunity at a target level of erformane is between 6 and 7 of TF ah xeutive P (other than the ) has a theoretial maximum of two times target for exetional individual and iinity erformane For the the maximum is limited to 1 times target oortunity

Performance The aliable ST erformane eriod is the full finanial year here an xeutive P ommenes period emloyment during the year their ST is evaluated and aid on a ro rata basis here an xeutive P eases emloyment during the year if the ST is not forfeited it is evaluated and aid on a ro rata basis at the same time as all others

Grant date, ST is rovided as a ombination of ash and deferred euity ayments Partial ayment is deferred into euity payment and for a eriod of months for the and 1 months for other xeutive P ividends are aid on the deferral 1 deferred euity omonent during the holding lo eriod utomes are alulated following the Boards review of iinitys FY17 audited finanial results and the ash omonent will be aid in Setember 17

Performance Setion rovides a detailed summary of the erformane obetives and measures and the subseuent targets and results for xeutive P for FY17 measurement Performane obetives for FY17 were finalised by the Board in the ase of the and by the and emuneration and uman esoures ommittee (the ommittee) in the ase of other xeutive P The ommittee with inut from the hairman of the Board assesses the s erformane against his obetives and maes the reommendation to the Board for final determination The assesses the erformane of all other xeutive P relative to their individual obetives and maes reommendations to the ommittee for determination

1 ue to the resignation of the effetive 1 eember 17 the s FY17 ST will not be subet to deferral into euity 7 of the s FY17 ST is sheduled to be aid in Setember with the remaining subet to ash deferral and ayable uon termination

For FY1 our remuneration framewor relating to the ST Plan has been adated slightly to further align ST ayments to shareholder interests The erformane obetives and measures for FY1 reinfore that ST ayments are awarded for delivery of erformane strategy exeution and value reation and ahievement of oerational or Business As sual obetives are rewarded through fixed remuneration

58 Vicinity Centres Annual Report 2017 efer tosetionforasummaryoftheT andawardsduringFY17 3.3 LTI • ntheeventofessationemloymentforsuhreasonsasred undany deathtotalandermanentdisablementorretirement • fterminatedforauseanyexistingSTandT entitlementswillbeforfeited The BoardretainsdisretiontodeterminethetreatmentofSTandT awardsontheessationofemloymenthowevergenerally 3.4 STIandLTI –Cessationofemployment,clawbackorchangecontrol 1 hurdles Performance period Performance awarded Type ofequity LTI arrangements Opportunity Vesting scale – –

at thebeginningoferformaneeriod T isalulatedasthehangeiniinitysNetTangible Assets erseurity(NTA) duringtheerformaneeriodlustotaldistributionsmadedividedbyNTA but notlimitedtotaeoversmergersordemergersthatmightourwithresettheentities intheomaratorgrou ATndexexludingestfield ororationherearoriatetheBoardhasdisretiontoadustomaratorgroutaeintoaounteventsinluding other omaniesintheTS omaratorGrouTheBoarddeided thatanaroriateomaratorgroufortherelativeTS erformanehurdlewastheSPAS elative TS ombinestheseurityriemovementanddividends(whihareassumed to bereinvested)showtotalreturnseurityholdersrelativethatof are deferredintoeuity) ST fortheyearwillberoratedoveremloymenteriodandaid fullyinashatthesametimeasallothers(noamounts be subettotheholdingloand vest attheendoferformaneeriodsubettomeetingth e erformane measuresundertheassoiatedlanandwill a rorataamountofunvestederformanerightswillremainon footwiththebalaneforfeitedPerformanerightsmaythen • aresubettotheahievementofarelativeTS Alloations oferformanerightsaretestedagainsttwoerformanehurdles distributions andvote this eriodthevestederformanerightsannotbetradedbutholder isentitledtoreeivedividends There isanadditionalholdingloeriodof1monthsafterthethreeyear erformaneeriodendsuring Three years from nolegalorbenefiialinterestinandvotingrightsassoiatedwith theunderlyingstaledseurities ntil theerformanerightsvestanxeutivePhasnoentitlement toreeivedividendsordistributions erformane hurdlesattheendoferiod(assetout below) iinity staledseuritiesatafuturetimefornilonsiderationsubet to theahievementofagreed • aretiedtotheahievementofT of iinityseuritiesimmediatelyfollowingthe16AnnualGeneraleeting The numberofrightsalloatedwasdeterminedbasedonthe1dayolume eighted AveragePrie(AP) For otherxeutivePtheT oortunityatatargetleveloferformaneisbetween7andTF For theFY17T oortunityatatargetleveloferformaneis1TF ah hurdlewillbemeasuredindeendentlyattheendoferformane eriod Following testinganyrightsthatdonotvestlase TSR The followingvestingsalesaly ewe 1tad7t ewe 1 o1 ewe ad Betweenand1 Betweenand Between1to1 Between 1stand7th Percentile ranking ≥ 7th 1st ecnaevsigTre oa eunPercentagevesting Target totalreturn Percentage vesting 1 1 ; and TR ≥ nulRpr 0759 Vicinity Centres AnnualReport 2017 1

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

3. Executive remuneration – further information continued 3.4 STI and LTI – Cessation of employment, clawback or change of control continued The Board also has the right to redue future award ayments or adusted unvested amounts to lawba from artiiants if there has been serious misondut or a material misstatement in iinitys finanial results

n the event of a hange in ontrol the Board has absolute disretion to determine the treatment for ST and T entitlements

ith reset to the resignation of the effetive from 1 eember 17 the following treatment of the s inentives will aly • eferred seurities granted under the FY16 ST offer will be released in Setember 1 in the ordinary ourse • FY17 ST will not be subet to deferral into euity 7 of the s FY17 ST is sheduled to be aid in Setember 17 with the remaining subet to ash deferral and ayable uon termination • Any FY1 ST will be rorated u to the termination date and aid fully in ash (deferral will not aly) in the ordinary ourse in Setember 1 • Performane rights granted under the FY16 and FY17 T offers will be rorated and will vest at the end of the resetive erformane eriods subet to ahievement of the erformane hurdles and the additional holding lo • No grant to the will be made under the FY1 T offer and • No other termination ayments will be made

3.5 Total LTI holdings Total erformane rights held by xeutive P inluding the FY17 T grants detailed above are as follows

Opening performance Granted as Forfeited/ rights remuneration lapsed Vested Closing Angus Naughton 7 6 ihard amieson 171 11 6 ihael Brien 161 17 11 Total 815,104 925,435 - - 1,740,539

3.6 Service agreements emuneration and other terms of emloyment for xeutive P are formalised in xeutive Servies Agreements (SAs) The terms and onditions of emloyment of the xeutive P reet maret onditions at the time of entering into their ontrat

ey features of the xeutive P SAs inlude the following • eligibility to artiiate in short and long term inentive lans • ongoing emloyment until terminated by either the xeutive P or iinity and • iinity may mae ayments in lieu of all or art of the aliable notie eriod

Notie eriod rovisions are detailed below

Termination by Vicinity Termination by Termination For cause Other Executive KMP payment 1 Angus Naughton mmediately 1 months 6 months 1 months x TF ihard amieson mmediately 6 months 6 months 6 months x TF ihael Brien mmediately 6 months 6 months 6 months x TF 1 Paid subet to law if iinity terminated the xeutive Ps emloyment agreement on notie and without ause and maes ayment in lieu of notie Termination ayments are generally not aid on resignation or termination with ause although the Board may determine exetions to this No termination ayment will exeed the limit under the Corporations Act

60 Vicinity Centres Annual Report 2017 business thatmaybeinurredinthedishargeoftheirduties Nonexeutive iretorsareentitledtobereimbursedforallreasonable businessrelated exensesinludingtravelonomany The hairmanoftheBoardreeivesnofurtherremunerationforommitteemembershialthoughhemayattendmeetings Table 4.1:FY17Boardandcommitteefees FY17 Boardandommitteefeesareoutlinedinthetablebelow Board andcommitteefees The urrentmaximumfeeoolofmillionwasarovedbyiinityseurityholdersinNovember11 is atristhatisnoelementbasedontheerformaneofiinity and externalmaretbenhmaringTo romoteindeendeneandimartialitynoelementofNonexeutiveiretorremuneration Nonexeutive iretorfeelevelsaresetwithregardtotimeommitmentandworloadtherisresonsibilityattahedrole 4.1 Remunerationphilosophy 4. Non-executiveDirectorremuneration 1 Fees areinlusiveofsuerannuation 1 Board/Committee Remuneration andHumanResourcesCommittee Nominations Committee is andomlianeommittee Audit Committee Board Role ember Chairman ember Chairman ember Chairman ember Chairman Nonexeutive iretor Chairman nulRpr 0761 Vicinity Centres AnnualReport 2017 No additionalfee No additionalfee FY17 fees 16 $ 1

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

4. Non-executive Director remuneration continued 4.2 ees an benefits pai Table 4.2: Non-executive Directors’ fees for FY17 and FY16 Post-employment ortterm benefits benefits2 Committee Superannuation Fees1 fees contributions Total fees Non-executive Director Period $ $ $ $ Non-executive Directors Peter Hay, Chair FY17 430,384 - 19,616 450,000 (aointed 11 une 1) FY16 6 1 Trevor Gerber3 FY17 146,118 36,530 17,352 200,000 (aointed tober 1) FY16 116 6 176 1777 Tim Hammon FY17 146,118 54,795 19,087 220,000 (aointed 1 eember 11) FY16 1611 7 17 Peter Kahan4 FY17 160,000 40,000 - 200,000 (aointed 11 une 1) FY16 16 Charles Macek FY17 146,118 36,530 17,352 200,000 (aointed 1 eember 11) FY16 1611 6 17 Karen Penrose FY17 146,118 54,795 19,087 220,000 (aointed 11 une 1) FY16 1611 7 17 Debra Stirling3 FY17 146,118 36,530 17,352 200,000 (aointed tober 1) FY16 116 6 176 1777 Wai Tang FY17 146,118 36,530 17,352 200,000 (aointed ay 1) FY16 1611 6 17 David Thurin FY17 146,118 18,266 15,616 180,000 (aointed 11 une 1) FY16 1611 16 1616 1 FY17 1,613,210 313,976 142,814 2,070,000 Subtotal Non-executive Directors FY16 16611 17 17 17 1 nless otherwise stated fees reresent fees aid to Nonexeutive iretors in their aaity as iretors of iinity imited (the omany) and iinity entre td as esonsible ntity for iinity entres Trust (the ) whih meet onurrently Nonexeutive iretors reeive no ostemloyment benefits other than statutory suerannuation r Gerber and s Stirling were aointed as iretors of the omany on tober 1 The remuneration dislosed in Table for FY16 for r Gerber and s Stirling is onseuently for the eriod from tober 1 to une 16 From 1 uly 1 to tober 1 r Gerber and s Stirling were engaged as onsultants and aointed as alternate diretors of the omany for whih they eah earned fees of 6 r ahans iretor fees are aid to the Gandel Grou Pty imited and therefore no suerannuation ontributions are made by iinity on his behalf

62 Vicinity Centres Annual Report 2017 The worundertaenbyPGinFY17didnotonstitutearemun eration reommendationfortheurosesofororationsAt uring FY17PGwasengagedbytheommitteeandmanagementtorovideanumberofservies various asetsoftheremunerationframewor to rovideinuttheroessofreviewingxeutivePandNonexeutiveiretorremunerationadvieon To assistinerformingitsdutiesandmaingreommendationstothe Board theommitteediretlyengagesexternaladvisors 5.2 Externaladvisorsandconsultants • Theommitteeanseeadviefrombothmanagementandexternaladvisorsindeveloingitsremunerationreommendations • henonsideringthereommendationsofommitteeBoardalies aoliyofexludinganyexeutivesfrombeing • TheBoardhasestablishedtheommitteeomrisedofNonexeutive iretorswhihisresonsibleforreviewingandmaing remuneration deisionstheBoardhasestablishedfollowingrotools matters inludingremunerationTo ensurethattheBoardatsindeendentlyofmanagementandisfullyinformedwhenmaing The Boardofiretorshasresonsibilitytoensurethataroriategovernaneisinlaerelationallhumanresoure 5.1 Remunerationgovernance 5. Otherremunerationinformation Table 4.2.1:Former Non-executiveDirectors’fees Nonexeutive iretorsreeivenoostemloymentbenefitsotherthanstatutorysuerannuation 1 Non-executive Director (eased asiretoronAril17) Richard HaddockAM Former Non-executiveDirectors Non-executive Directors Subtotal Former Total resent andartiiatingindisussionsimatingtheirownremuneration ontained intheirresetivehartersavailableatviinityomauandiinitysororateGovernaneStatement senior exeutivesFurtherinformationregardingtheresetiverolesandresonsibilitiesofBoardandommitteeare reommendations onremunerationoliiesforiinityinluding governing theremunerationofxeutivePandother for theBoard Fees reresentfeesaidtoNonexeutiveiretorsintheiraaityasofthe omanyandthewhihmeetonurrently Period Y7117530,441 1611 121,765 FY16 FY17 Y7117530,441 1611 121,765 FY16 FY17 Y61717 344,417 17117 1,734,975 FY16 FY17 ortterm benefits Fees $ 1 Committee 6 6 fees $ Post-employment Superannuation contributions nulRpr 0763 Vicinity Centres AnnualReport 2017 5,7 2,236,666 157,274 benefits 17 16 440166,666 14,460 440166,666 14,460 7 17 7 17 $ 2 Total fees $

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration Report continued

5. Other remuneration information continued 5.3 Security trading restrictions iinitys Seurities Trading Poliy rohibits senior exeutives from hedging or otherwise limiting their exosure to ris in relation to unvested iinity seurities issued or auired under any aliable euity arrangements

5.4 Minimum executive securityholdings A mandatory seurity ownershi oliy is in lae for exeutives This reuires xeutive P and other senior exeutives to auire and retain a minimum holding of seurities eual to 6 of TF (1 of TF for ) within five years eferred ST and T ount towards the holding level

5.5 Minimum NED securityholdings A minimum seurity holding oliy for ndeendent Nonexeutive iretors is urrently in lae This oliy enourages iretors to auire a holding of seurities eual in value to one year of base Board fees (on an aftertax basis) within five years from the introdution of the oliy in 16 or from the iretors ommenement date whihever is the latter

5.6 Executive KMP and Non-executive Directors’ securityholdings The table below shows the seurities held (diretly or indiretly) by Nonexeutive iretors and xeutive P as at une 17 There were no hanges in holdings between une 17 and the date of this reort

Opening Granted as Additions Other Securities 1 remuneration2 during the year Movements Closing Non-executive Directors Peter ay 71 7 119,791 Trevor Gerber 50,000 ihard addo A 1 (1) - Tim Hammon 50,000 Peter ahan - harles ae 50,000 aren Penrose 6 17 40,000 ebra Stirling 1 10,000 ai Tang 2,980 avid Thurin 17 13,895,373 Total 14,251,609 - 116,937 (150,402) 14,218,144

Executive KMP Angus Naughton 11 116 711 399,709 ihard amieson 161 126,931 ihael Brien 777 73,779 Total 182,512 341,996 75,911 - 600,419 1 eets seurities balane as at 1 uly 16 eets deferred seurities alloated under the FY16 ST Plan eets seurities held at the date ihard addo A eased to be a iretor As r ahan and r Thurin reresent The Gandel Grou Pty imited a substantial seurityholder of iinity they are not ndeendent Nonexeutive iretors and therefore are not reuired to meet the minimum N seurityholding oliy

64 Vicinity Centres Annual Report 2017 Chairman Chairman Peter Hay Peter Hay Signed inelbourneon16August17aordanewitharesolutionoftheiretors Signed inelbourneon16August17aordanewitharesolution End oftheRemunerationReport. to seuritiesheld There werenootherrelatedartytransationsorbalaneswithiretorsandxeutivePtheirontrolledentitiesinrelation nulRpr 0765 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Auditor’s Independence Declaration

Ernst & Young Tel: +61 3 9288 8000 8 Exhibition Street Fax: +61 3 8650 7777 Melbourne VIC 3000 Australia ey.com/au GPO Box 67 Melbourne VIC 3001

Auditor’s Independence Declaration to the Directors of Vicinity Limited

As lead auditor for the audit of Vicinity Centres for the financial year ended 30 June 2017, I declare to the best of my knowledge and belief, there have been:

a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Vicinity Limited and the entities it controlled during the financial year.

Ernst & Young

David Shewring Partner 16 August 2017

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

66 Vicinity Centres Annual Report 2017 The aboveonsolidatedStatementofomrehensivenomeshouldbe read inonuntionwiththeaomanyingnotes for theyear ended30June 2017 Statement of Comprehensive Income iluted earningserseurity(ents) Basi earningserseurity(ents) Earnings persecurityattributabletosecurityholdersoftheGroup: Net profitandtotalcomprehensiveincomefortheyear Seurityholders ofotherstaledentitiestheGrou Seurityholders ofiinityimited attributable tostapledsecurityholdersas: Total profit/(loss)andtotalcomprehensiveincome/(loss)forthe year Total comprehensiveincomefortheyear ther omrehensiveinome Net profitfortheyear nome taxexense Profit beforetaxfortheyear Stam dutyandotherostswrittenoffonauisitionofinvestmentroerties ntegration osts mairment andamortisationofintangibleassets Net martomaretmovementonderivatives Net foreignexhangemovementoninterestbearingliabilities ther exensesfromordinaryativities mloyee benefitsexense Borrowing osts iret roertyexenses Proerty revaluationinrementfordiretlyownedroerties Share ofnetrofit(loss)euityaountedinvestments Total revenueandincome nterest andotherinome anagement feerevenuefromstrategiartnershis Proerty ownershirevenue Revenue 1(b) 1(a) Note (b) 6(b) (b) (a) 1 nulRpr 0767 Vicinity Centres AnnualReport 2017 30-Jun-17 1,583.6 1,595.9 1,583.6 1,583.6 1,583.6 1,311.5 1,235.8 (154.9) (332.2) 39.95 40.00 906.7 (12.3) (26.7) (55.1) (33.0) (98.7) 60.7 18.2 66.3 (9.9) (3.0) 9.4 $m - - 30-Jun-16 166 11 1 (6) () (17) (16) (171) () 7 6 6 6 6 7 (1) (11) () 66 1 (6) $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Balance Sheet as at 30 June 2017

Note 30-Jun-17 30-Jun-16 $m $m Current assets ash and ash euivalents 42.2 eeivables and other assets 88.3 1 nvestment roerties held for sale (a) 33.5 1 Finanial assets arried at fair value through rofit or loss 4.3 6 erivative finanial instruments 6(d) - 16 Total current assets 168.3 6 Non-current assets nvestment roerties (a) 15,633.5 166 nvestments aounted for using the euity method 88.0 ntangible assets 1 599.4 6 Plant and euiment 14.5 1 erivative finanial instruments 6(d) 68.3 11 eferred tax assets () 84.3 eeivables and other assets 2.5 11 Total non-current assets 16,490.5 1 Total assets 16,658.8 1 Current liabilities nterest bearing liabilities 6 - 11 istribution ayable 340.4 Payables and other finanial liabilities 1 209.6 7 Provisions 11 78.5 erivative finanial instruments 6(d) 2.3 Total current liabilities 630.8 6 Non-current liabilities nterest bearing liabilities 6 3,893.7 71 ther finanial liabilities 1 202.7 Provisions 11 7.8 erivative finanial instruments 6(d) 176.1 177 Total non-current liabilities 4,280.3 11 Total liabilities 4,911.1 Net assets 11,747.7 1 Equity ontributed euity 8,493.2 Share based ayment reserve 4.6 7 etained rofits 3,249.9 11 Total equity 11,747.7 1

The above onsolidated Balane Sheet should be read in onuntion with the aomanying notes

68 Vicinity Centres Annual Report 2017 for theyear ended30June 2017 Statements of Changes inEquity Attributable to securityholders of other stapled Attributable to securityholders of Vicinity Limited entities of the Group Retained Contributed profits Contributed Retained Total equity Reserves (losses) Total equity Reserves profits Total equity $m $m $m $m $m $m $m $m $m As at 1 July 2015 481.1 11.5 8.5 501.1 8,012.1 - 2,082.4 10,094.5 10,595.6 Net (loss)rofit for the year (6) (6) 166 166 6 Total comprehensive (loss)/income for the year - - (305.6) (305.6) - - 1,266.5 1,266.5 960.9 Transactions with securityholders in their capacity as securityholders: Net movements in share based ayment reserve (6) (6) (6) istributions delared (77) (77) (77) Total equity as at 30 June 2016 481.1 4.7 (297.1) 188.7 8,012.1 - 2,648.2 10,660.3 10,849.0 Net (loss)rofit for the year (1) (1) 1 1 16 Total comprehensive (loss)/income for the year - - (12.3) (12.3) - - 1,595.9 1,595.9 1,583.6 Transactions with securityholders in their capacity as securityholders: Net movements in share based ayment reserve (1) (1) (1) istributions delared (6) (6) (6) Total equity as at 30 June 2017 481.1 4.6 (309.4) 176.3 8,012.1 - 3,559.3 11,571.4 11,747.7

The above Statements of hanges in uity should be read in onuntion with the aomanying notes nulRpr 0769 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Cash Flow Statement for the year ended 30 June 2017

30-Jun-17 30-Jun-16 Note $m $m Cash flows from operating activities Receipts in the course of operations 1,469.5 17 Payments in the ourse of oerations (591.3) (61) istributions and dividends reeived from assoiates oint venture artnershis and 6.8 16 managed investments nterest and other revenue reeived 4.6 nterest aid (158.4) (177) Net cash inflows from operating activities 16 731.2 71

Cash flows from investing activities Payments for aital exenditure on investment roerties (398.9) () Payments for auisition of investment roerties (141.3) () Proeeds from disosal of investment roerties 436.0 1167 Payments for lant and euiment and other investments (6.6) () Proeeds from other investments - Payment for intangibles - () ntegration osts (18.4) () Payment to settle other finanial liability Bentons Suare auisition (38.3) Stam duty aid (9.9) () Net cash (outflows)/inflows from investing activities (177.4)

Cash flows from financing activities Proeeds from borrowings 1,972.6 1 eayment of borrowings (1,946.3) (7) Proeeds from reayment of loan to Tuggeranong Town entre Trust 117.4 istributions aid to external seurityholders (696.7) (6) ebt establishment osts aid (3.8) (16) Auisition of shares on maret for settlement of share based ayments (7.6) (1) Net cash outflows from financing activities (564.4) (1) Net decrease in cash and cash equivalents held (10.6) (6) Cash and cash equivalents at the beginning of the year 52.8 17 Cash and cash equivalents at the end of the year 42.2

The above ash Flow Statement should be read in onuntion with the aomanying notes

70 Vicinity Centres Annual Report 2017 vents ourringafterthereortingdate 1 ther Grouaountingmatters ommitments andontingenies 1 elated arties 1 Parent entityfinanialinformation 17 Auditors remuneration 16 Notes totheashFlowStatement 1 ntangible assets Other disclosures 1 Share basedayments 1 mloyees 1 ey managementersonnel Remuneration 11 Provisions 1 Payables andotherfinanialliabilities eeivablesandotherassets Working capital ontributedeuity aitalandfinanialrismanagement 7 nterestbearingliabilitiesandderivatives 6 apital strctreanfinancialriskmanaement uityaountedinvestments nvestmentroerties Taxes arningserseurity Segmentinformation 1 Operations aounting oliiesandudgementestimatedislosuresinororatedwithinthenotestowhihtheyrelate The indexofnotestothefinanialstatementsisshownbelowSimilar noteshavebeengrouedintosetionswithrelevant Notes to theFinancial Statements nulRpr 0771 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report About This Report

iinity entres (the Grou) is listed on the Australian Seurities xhange (AS) under the ode t omrises iinity imited (the omany) and iinity entres Trust (the Trust) The Staling eed entered into by the omany and the Trust ensures that shares in the omany and units in the Trust are staled together and are traded olletively The omany and the Trust are forrofit entities that are domiiled and oerate wholly in Australia

Basis of preparation This general urose Finanial eort • has been reared in aordane with the Corporations Act 2001 (th) and Australian Aounting Standards (AASBs) issued by the Australian Aounting Standards Board omliane with AASBs ensures omliane with nternational Finanial eorting Standards (FS) as issued by the nternational Aounting Standards Board (ASB) • is resented in Australian dollars () and rounded to the nearest tenth of a million dollars (m) in aordane with AS egislative nstrument 1611 (unless otherwise stated) • has been reared in aordane with the historial ost onvention exet for ertain finanial assets and liabilities and investment roerties whih have been reognised at fair value and • was authorised for issue by the Board of iretors on 16 August 17 The iretors have the ower to amend and reissue the Finanial eort

Although the Grou has a net urrent defiieny of 6 million (urrent liabilities exeed urrent assets) at reorting date the Grou has suffiient urrent undrawn borrowing failities (of 116 million refer to Note 6(a)) and generates suffiient oerating ash ows to meet its urrent obligations as they fall due Aordingly this Finanial eort has been reared on a going onern basis

The resentation of ertain items has also been adusted as neessary to rovide more meaningful information in the ontext of the Grou here the resentation or lassifiation of items in the Finanial eort is amended omarative amounts are also relassified unless it is imratial The adustments made to the resentation of items had no imat on the net assets or net rofit of the Grou

Accounting policies The Grous aounting oliies are ontained within the relevant notes to these finanial statements ther aounting oliies that relate to the finanial statements as a whole detail of any hanges in aounting oliies and the imat of new or amended aounting standards are ontained in Note 1

Critical accounting judgements and estimates The rearation of finanial statements reuires the Grou to mae udgements estimates and assumtions These are based on historial exeriene and other fators onsidered to be reasonable under the irumstanes but whih are inherently unertain the results of whih form the basis of the arrying value of those assets and liabilities onseuently future atual results ould differ from these estimates udgements and estimates onsidered material to this Finanial eort are

Judgement or estimate Reference eognition of deferred tax assets Note Valuation of investment properties Note Valuation of derivatives Note 6 eoverability of goodwill and intangibles Note 1

72 Vicinity Centres Annual Report 2017 year usesthebasiweightedaveragenumberofsharesonissueasalulatedinNote Grou erformaneisalsomonitoredonnderlyingarningserseurity (underlyingPS)ThealulationofunderlyingPSforeah (a) Segmentresults ublished bytheProertyounilofAustralia erformane oftheGrouAFFisdeterminedbyadustingnderlying arningsforertainitemsinaordanewiththeguidelines nature nadditiontonderlyingarningstheandFalsoreviewAdustedFundsFromerations(AFF)inassessing movements ertainunrealisedandnonashitemsotheritemsthat arenotintheordinaryourseofbusinessoraital Segment erformaneisassessedbasedonnderlyingarningswhih isalulatedasstatutorynetrofitadustedforfairvalue the yearhieferatingeisionaerswereandanagingiretor()Finanialffier(F) The internalreortingonthesesegmentsisrovidedtothehieferating eisionaerstomaestrategideisionsuring • StrategicPartnerships:reresentsfeeinomefromroertymanagementdevelomentleasingandmanagementofwholesale • PropertyInvestment:comprisesnetpropertyincomederivedfrominvestmentinretailproperty;and The Grousoeratingsegmentsidentifiedforinternalreortinguroses are ProertynvestmentandStrategiPartnershis 1. Segmentinformation Operations istribution erseurity nderlying PS For the12monthsto: Distribution asapercentageofunderlyingearnings Distribution asapercentageofAFFO Distribution declared Adjusted FundsFromOperations aintenane aitalexenditureandtenantinentivesgiven Funds FromOperations ent lostfromundertaingdeveloments Adusted for Underlying earnings Net interestexense ororate overheads(netofinternalroertymanagementfees) Total segmentincome Funds managementfees Proerty managementdevelomentandleasingfees Strategic Partnershipssegment Net propertyincome Property Investmentsegment For the12monthsto: roerty funds nulRpr 0773 Vicinity Centres AnnualReport 2017 30-Jun-17 30-Jun-17 106.8% (166.0) 92.3% 17.30 18.74 684.8 641.5 712.9 741.8 982.7 916.7 Cents (71.4) (28.9) (74.9) 56.3 9.7 $m 30-Jun-16 30-Jun-16 117 1 (11) Cents 177 11 77 667 7 77 6 (71) (1) () 6 $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Operations continued

1. Segment information continued (b) econciliation of nerlyin earnins to net profit after tax 30-Jun-17 30-Jun-16 For the 12 months to: $m $m Underlying earnings 741.8 77 Proerty revaluation inrement for diretly owned roerties1 906.7 7 Nondistributable gain(loss) relating to euity aounted investments1 9.1 (16) Amortisation of static lease incentives (11.3) (1) Amortisation of other roet items (16.8) () Straightlining of rent adustment 16.8 ent lost from undertaing develoments (28.9) (1) Stam duty and transation osts written off on auisition of investment roerties (9.9) (1) Net martomaret movement on derivatives (55.1) (17) Net foreign exhange movement on interest bearing liabilities 60.7 ntegration osts6 (26.7) (11) mairment and amortisation of intangible assets7 (3.0) () ther nondistributable items 0.2 (6) Net profit after tax 1,583.6 6 The material adustments to net rofit to arrive at underlying earnings and reasons for their exlusion are desribed below 1 nderlying earnings exludes nondistributable fair value movements relating to diretly owned investment roerties and euity aounted investments ertain ayments suh as lease inentives relating to investment roerties are aitalised to investment roerties Amortisation of these items is then reognised as an exense in aordane with Australian Aounting Standards Tenant inentives aid during the year are reeted in the AFF alulation at Note 1(a) Aordingly amortisation of these amounts is exluded from underlying earnings Straightlining of rental revenue whih is reuired by Australian Aounting Standards is an unrealised nonash amount and exluded from underlying earnings The Grou reognises rent lost from undertaing develoments in underlying earnings This inome does not meet the definition of revenue under Australian Aounting Standards and is therefore not reognised in statutory net rofit Fair value movements in derivatives omrise martomaret movements reuired by Australian Aounting Standards for valuation uroses inluding realised and unrealised amounts and are exluded from underlying earnings 6 The Grou has inurred osts in the urrent year in relation to integration ativities following the merger of Federation entres and Novion Proerty Grou on 11 une 1 Further information on the merger an be found in the une 1 and une 16 finanial statements 7 nderlying earnings exludes nonash harges relating to intangible assets

(c) Reconciliation of segment income to total revenue The following is a reoniliation of total segment inome to total revenue and other inome in the Statement of omrehensive nome

30-Jun-17 30-Jun-16 For the 12 months to: $m $m Total segment income (Note 1(a)) 982.7 117 Adusted for Net roerty inome from euity aounted investments inluded in segment inome (13.7) () Straightlining revenue 16.8 Proerty related exenses inluded in segment inome 379.2 77 Amortisation of stati lease inentives and other roet items (28.1) (6) ent lost from undertaing develoments (28.9) (1) nterest and other revenue not inluded in segment inome 3.5 1 Total revenue and other income per Statement of Comprehensive Income 1,311.5 11

74 Vicinity Centres Annual Report 2017 and theGroup: The followingweightedaveragenumberofseuritiesareusedin thedenominatorinalulatingearningserseurityforParent The followingnetrofit(loss)amountsareusedinthenumeratoralulating earningserstaledseurity Sheet Abreadownofthetotalinvestmentroertiesinroerty investment segmentisshownbelow inluded ineuityaountedinvestmentsTheroertyinvestmentvalues aremeasuredinamanneronsistentwiththeBalane The roertyinvestmentsegmentreortedtotheandFinludes investmentroertieshelddiretlyandthosethatare (d) Segmentassetsandliabilities Basi anddilutedearningserseurityareasfollows of seuritiesassumedtohavebeenissuedfornoonsiderationinrelationdilutiveotentialordinaryseurities the interestandotherfinaningostsassoiatedwithdilutiveotential ordinaryseuritiesandtheweightedaveragenumber iluted earningserseurityaduststhefiguresusedindetermination ofbasiearningserseuritybytaingintoaount of seuritiesoutstandingduringtheyear Basi earningserseurityisdeterminedbydividingthenetrofitorloss after inometaxbytheweightedaveragenumber Earnings perShare The basianddilutedearningserseurityfortheGrouarealulated belowinaordanewiththereuirementsofAASB1 2. Earningspersecurity All otherassetsandliabilitiesarenotalloatedbysegmentforreorting to theandF nvestment roerties eresents thevalueofroertyinterestsmanagedbutnotownedonsolidatedorotherwise aountedforbytheGrou xludes lanningandholdingostsfinaneleaseassetsrelatingtoinvestmentroerties andFPerthwhihisunderonstrutionasdislosedinNote(a) 1 oss usedinalulatingbasianddilutedearningserseurityoftheParent arnings usedinalulatingbasianddilutedearningserseurityofthe Grou iluted losserseurity(ents) Basi losserseurity(ents) Loss persecurityattributabletosecurityholdersoftheParent: iluted earningserseurity(ents) For the12monthsto: Basi earningserseurity(ents) Earnings persecurityattributabletosecurityholdersoftheGroup: For the12monthsto: the dilutedearningserseurity eighted averagenumberofseuritiesandotential usedasthedenominatorinalulating Adustment forotentialdilution fromerformanerightsgranted per security eighted averagenumberofseuritiesusedasthedenominatorinalulating basiearnings For the12monthsto: Total assetsundermanagement Assets undermanagementonbehalfofstrategiartners Total interestsindirectlyownedinvestmentproperties nvestment roertiesinludedineuityaountedinvestments Note (a) (b) nulRpr 0775 Vicinity Centres AnnualReport 2017 1 Number (m) 30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-17 30-Jun-17 25,274.0 15,548.7 15,410.5 1,583.6 3,963.6 3,958.6 9,725.3 39.95 40.00 (12.3) (0.31) (0.31) 138.2 5.0 $m $m Number (m) 30-Jun-16 30-Jun-16 30-Jun-16 66 16 117 6 6 6 (6) 6 7 671 (77) (77) $m $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Operations continued

3. Taxes (a) Group taxation Income tax Vicinity Centres Trust (flow through trust structure) iinity entres Trust (the Trust) and its ontrolled trusts are not liable to ay inome tax (inluding aital gains tax) on the basis that their benefiiaries are resently entitled to the net inome of the trusts This means that the taxable inome from the Trusts roerty investments is taxed on a ow through basis in the hands of the Trusts seurityholders The Trusts seurityholders ay tax at their marginal tax rates in the ase of Australian resident seurityholders or through the anaged nvestment Trust withholding rules for nonresident seurityholders As a result the Grou has ero inome tax exense reognised in reset of the Trusts rofit

Vicinity Limited (corporate tax group) iinity imited (the omany) and its subsidiaries have formed a tax onsolidated grou (TG) nder this arrangement the omany the head entity aounts for its own urrent and deferred tax amounts and assumes those from subsidiaries in the TG embers of the TG have entered into a tax funding arrangement whih sets out the funding obligations of members of the TG in reset of tax amounts The tax funding arrangement reuires ayments tofrom the head entity to be reognised via an interentity reeivableayable whih is at all

nome tax exense for the year is alulated at the ororate tax rate of and omrises urrent and deferred tax exense These amounts are reognised in rofit or loss exet to the extent they relate to items reognised diretly in other omrehensive inome or euity urrent tax exense reresents the exense relating to the exeted taxable inome at the aliable rate for the finanial year

eferred tax assets and liabilities are measured based on the exeted manner of reovery of the arrying value of an asset or liability eferred tax exense reresents the tax exenses in reset of future tax onseuenes of reovering or settling the arrying amount of an asset or liability These future tax onseuenes are reorded as deferred tax assets to the extent it is robable that future taxable rofits or deferred tax liabilities will be available to utilise them here aroriate deferred tax assets and liabilities are offset as ermitted by Australian Aounting Standards

A summary of iinity imiteds urrent and deferred tax exense and reognised deferred tax assets is shown below

30-Jun-17 30-Jun-16 For the 12 months to: $m $m urrent inome tax benefit 5.9 6 eferred inome tax exense (3.5) () Adustment for urrent year tax of rior eriods 2.1 7 Benefit from tax losses not reognised (4.5) () Income tax expense -

Statutory taxes and levies The Grou also inurs federal state based or loal authority taxes inluding land tax ounil rates and levies These are inluded within diret roerty exenses in the Statement of omrehensive nome Also inluded in emloyee benefits exenses are emloymentrelated taxes suh as fringe benefits tax ayroll tax and worover ontributions

Further details of these taxes an be found in the Tax Transareny setion of this Annual eort

Goods and services tax evenues exenses and assets are reognised net of the amount of Goods and Servies Tax (GST) exet

• where the GST inurred on a urhase of goods and servies is not reoverable from the taxation authority in whih ase the GST is reognised as art of the ost of auisition of the asset or as art of the exense item as aliable and • reeivables and ayables whih are stated with the amount of GST inluded

The net amount of GST reoverable from or ayable to the taxation authority is inluded as art of reeivables and ayables in the Balane Sheet ash ows are inluded in the ash Flow Statement on a gross basis and the GST omonent of ash ows arising from investing and finaning ativities that is reoverable from or ayable to the taxation authority is lassified as art of oerating ash ows

ommitments and ontingenies are dislosed net of the amount of GST reoverable from or ayable to the taxation authority Further details of these taxes an be found in the Tax Transareny setion of this Annual eort

76 Vicinity Centres Annual Report 2017 • taxlossesof1million(une16million) • allowablededutionsof166million(une161mill ion) and to bereoveredThesetotalledmillionatune17(16million)omrising nreognised deferredtaxassetswillbereviewedonanannualbasisand maybereognisedatalaterdateifonsideredliely to beutilised The deferredtaxassetsarereognisedasitisrobablethattheGrou willearnsuffiienttaxableinomeinfutureeriodsforthem A summaryofthemovementsindeferredtaxbalanesisasfollows (c) Movementintemporarydifferences (b) econciliationbeteenincometaxexpense(benefit)tonetprofit At 30June2017 harged torofit Transfers At 30June2016 harged torofit Transfers At 30June2015 1 Income taxexpense Benefit fromtaxlossesnotreognised ther nondedutibleitems Prior eriodadustments Net adustmentrelatingtoauisitionofsharebasedayments Nondedutible imairmentandamortisationofintangibleassets Tax effectofamountsnottaxableincalculatingincometaxexpense: Prima faieinomebenefitat Net lossbeforetaxattributabletosecurityholdersofVicinityLimited ess ProfitattributedtotheTrust andnotsubettotax Profit beforetaxfortheyear For the12monthsto: ontrats inarh1 The GrouisentitledtotaxdedutionsundersoftheIncomeTax AssessmentAct1997rimarilyresultingfromtheterminationoffundsmanagement Provisions 82(.)0.3 (2.4) 18.2 79(.)50955. 84.3 55.2 9.5 5.0 (3.3) 17.9 94(.)732. 8084.3 38.0 23.9 7.3 (4.3) 19.4 1 6 () 1 (1) $m (7) Intangible assets $m Other $m () 1)1 (1) deductions Allowable $m 8284.3 68.2 - nulRpr 0777 Vicinity Centres AnnualReport 2017 1 Tax losses 30-Jun-17 1,595.9 1,583.6 (12.3) (4.5) (0.2) (0.2) (0.9) 2.1 3.7 $m $m - 30-Jun-16 166 (6) 6 () Total 17 () (11) $m $m 7

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Operations continued

4. Investment properties The Grous investment roerties reresent freehold and leasehold interests in land and buildings held to derive rental inome They are initially measured at ost inluding related transation osts Subseuently at eah reorting eriod they are arried at their fair values based on the maret value determined by indeendent (external) valuers or internal valuations These valuations inlude the ost of aital wors in rogress on develoment roets Further detail on the Grous valuation roess and valuation methods is desribed in Note ()

(a) Portfolio summary 30-Jun-17 30-Jun-16 Weighted Weighted average average Number of Value cap rate Number of Value cap rate Shopping centre type properties $m % properties $m % Suer egional 1 2,675.0 4.25 1 1 7 aor egional 7 3,358.0 5.45 7 1 7 City Centre 4 1,726.7 4.97 1 6 egional 10 2,240.4 6.17 1 1 6 utlet entre 6 1,391.7 6.29 1 6 Sub egional 31 3,308.0 6.37 7 67 Neighbourhood 15 728.4 6.51 1 77 66 Planning and holding osts1 - 21.3 - Total 74 15,449.5 5.61 1 Add: Finance lease assets 217.5 1 ess Proerties held for sale (33.5) (1) (urrent asset) Total investment properties 15,633.5 166 1 Planning and holding osts relating to otential maor develoment roets are aitalised and arried within the overall investment roerty balane These osts are reviewed eah eriod and the status of the roet assessed to determine if ontinued aitalisation of these osts remains aroriate efer to Note 1(b) for further detail eresents the arrying amount of roerties whih the Grou had an agreement to sell At une 17 the value reresented a 1 freehold interest in Terrae entral whih is due to settle in 17 The une 16 balane inluded a freehold interest in The yer entre Brisbane a freehold interest in ornington entral and a 1 freehold interest in Bowes Street The rior year roerties held for sale all settled during the year

(b) Movements for the year 30-Jun-17 30-Jun-16 $m $m ening balane at 1 uly 14,444.5 117 Auisitions inluding assoiated stam duty and transation osts1 151.1 71 aital exenditure 397.1 6 aitalised borrowing osts 8.0 11 isosals (436.0) (1167) Proerty revaluation inrement for diretly owned roerties 906.7 7 Stam duty and other osts written off on auisition of investment roerties (9.9) (1) Amortisation of inentives and leasing osts (28.8) (6) Straightlining of rent adustment 16.8 Closing balance at 30 June 15,449.5 1 1 xludes million deferred onsideration aid for the auisition of the remaining of Bentons Suare in uly 16 as this asset was reviously aounted for in investment roerties on a 1 ownershi basis based on the terms of the auisition agreement nludes develoment osts maintenane aital exenditure lease inentives and fitout osts Borrowing osts inurred in the onstrution of ualifying assets have been aitalised at a weighted average rate of ( une 16 1)

78 Vicinity Centres Annual Report 2017 other reuirementsthatwouldneedtobeadoted as reuiredTheroessisreviewederiodiallytotaeintoaountany regulatoryhangeshangesinmaretonditionsandany The valuationroessisgovernedbytheBoardandinternalmanagement nvestmentommitteewithinutfromeyexeutives • internalvaluationstobereviewedbyadiretorofanindeendentvaluation firmtoassesstheassumtionsadotedand • whereaninternalvaluationshowsavarianegreaterthan1fromthelastindeendentvaluationnew • internalvaluationstobeundertaenifaroertyisnotdueforanindeendent valuation • Proertiesthathavesaleagreementsinlaebytheendofthefinanial yeararevaluedattheagreedsaleamount • Bothindeendentandinternalvaluationsemloytheresidualvaluemethod whenvaluingdevelomentroerties • nternalvaluationsutilisethelatestavailableroertyfinanialinformation intheaitalisationofnetinomemethodwitha • To determinefairvalue: Methodology • indeendentvaluers(whoareseletedfromarearovedanel)that arearoriatelyualifiedThisisonsideredtobewhen • eahroertytobeindeendentlyvaluedatleastoneeryear biannual valuationroessThisroessreuires ah investmentroertyisvaluedeitherindeendently(externally)or internally ineemberanduneeahyearasartofthe Process (c) Portfoliovaluation under development) (for properties Residual value cash flow Discounted of netincome Capitalisation Method reasonableness oftheoutomes to beundertaen(evenifthisresultsinaroertybeingindeendently valued twieinoneyear)and years inAustralia) they areauthorisedbylawtoarryoutsuhvaluationsandhaveatleast fiveyearsvaluationexeriene(inludingatleasttwo rosshe usingtheFmethod ndeendent valuationsommonlyadotthemidointofaitalisationnetinomeanddisountedashow(F)metho ds the urrentvalue an allowanefordeveloersrisandrofitisdedutedfromthevalue of theassetonomletiontoderive to omletethedevelomentinludingonstrutionostsand assoiated exendituresfinaneostsand as desribedabovebasedontheforeastinomerofileatdev eloment omletionTheestimatedost The valueoftheassetonomletionisalulatedusingaitalisation ofnetinomeandFmethods alying amaretderiveddisountratetotheashows Fair valueisdeterminedtobetheresentoftheseroetedash owswhihisalulatedby eriod byanaroriateterminalyield This terminalvalueisalulatedbyaitalisingineretuityassumed rents attheendofinvestment The ashowsassumetheroertyissoldatendofinvestment eriodforaterminalvalue maret rentsoeratingostsleaseinentivesaitalexenditureand futureinomeonvaantsae Proeted ashowsforaseletedinvestmenteriod(usually1years) arederivedfromontratedor maret investmentriteriaasevidenedbyurrentsalesresults The aitalisationratereetsthenatureloationandtenanyrofileofroertytogetherwithurrent exenditure vaanyallowanesandreversionstomaretrent arious adustmentsarethenmadetothealulatedresultinludingestimated futureinentivesaital The fullyleasedannualnetinomeoftheroertyisaitalisedineretuity fromthevaluationdate Description nulRpr 0779 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Operations continued

4. Investment properties continued (c) Portfolio valuation continued Key inputs and sensitivities The Grou has lassified fair value measurements (suh as those erformed on investment roerties) into the following hierarhy as reuired by AASB 1 Fair Value Measurement: • evel 1 uoted ries (unadusted) in ative marets for idential assets or liabilities • evel inuts other than uoted ries inluded within evel 1 that are observable for the asset or liability either diretly or indiretly • evel inuts for the asset or liability that are not based on observable maret data (unobservable inuts)

nuts to investment roerty valuations are onsidered evel of the fair value hierarhy as the aitalisation of inome and F methods reuire assumtions to be made to determine ertain inuts that are not based on observable maret data

At reorting date the ey unobservable inuts used by the Grou in determining fair value of its investment roerties are summarised below

30-Jun-17 30-Jun-16 Weighted Weighted Unobservable Range of average Range of average inputs inputs inputs inputs inputs Sensitivity Capitalisation rate1 4.25%–7.50% 5.61% 7 The higher the disount rate isount rate 6.75%–8.50% 7.55% 7 7 terminal yield, capitalisation rate Terminal yield 4.50%–7.75% 5.85% 7 61 and exeted downtime due to xeted downtime 2 months to 5 months months to months tenants vaating the lower the (for tenants vaating) 9 months 1 months fair value The higher the rental growth ental growth rate 2.27%–4.44% 3.52% 7 7 rate the higher the fair value 1 The aitalisation rate is the reuired annual yield of net maret inome used to determine the value of the roerty The rate is determined with regard to omarable maret transations The disount rate is a reuired annual total rate of return used to onvert a foreast ash ow of an asset into a resent value t should reet the reuired rate of return of the roerty given its ris rofile relative to ometing uses of aital The rate is determined with regard to omarable maret transations The terminal yield is the aitalisation rate used to onvert foreast annual inome into a foreast asset value at the end of the holding eriod when arrying out a disounted ash ow alulation The rate is determined with regard to omarable maret transations and the exeted ris of the asset at the end of the ash ow eriod

All of the above ey assumtions have been taen from the latest external valuation reorts and internal valuation assessments F Perth is exluded from the une 17 inuts as it is urrently under onstrution

For all investment roerties the urrent use euates to the highest and best use

80 Vicinity Centres Annual Report 2017 iv. Regional iii. CityCentre ii. MajorRegional i. SuperRegional (d) Listofinvestmentpropertiesheld Total Regional unaway Bayentre oingham entre t mmaneyentre andurah Forum Grand Plaa liabeth ityentre astlands ranbourne Par Colonnades Broadmeadows entral Total MajorRegional The Glen Roselands Northland Galleria hatswood haseSydney Bayside Banstown entral Total SuperRegional Chadstone morium elbourne Total CityCentre ueensPlaa The yerentreBrisbane yer BoureStreet efer tofootnotesattheendofNote(d) 1 1 Ownershipinterest Ownership interest Ownership interest Ownership interest xternal nternal 1 1 xternal 1 xternal xternal 1 1 xternal 1 xternal xternal nternal xternal xternal nternal xternal nternal xternal xternal nternal xternal nternal nternal nternal xternal % % % % 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 Valuation Valuation Valuation Valuation type type type type nulRpr 0781 Vicinity Centres AnnualReport 2017 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 2,675.0 2,240.4 3,358.0 1,121.2 2,675.0 1,726.7 Carrying value Carrying value Carrying value Carrying value 157.5 313.0 105.2 256.5 215.0 153.0 155.6 202.1 179.7 487.5 395.0 350.0 384.1 170.0 330.5 622.5 770.5 195.0 156.2 605.0 $m $m $m $m 30-Jun-16 30-Jun-16 30-Jun-16 30-Jun-16 1 1 1 111 1 1 16 1 17 17 1 17 1 71 16 7 7 11 7 $m $m $m $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Operations continued

4. Investment properties continued (d) List of investment properties held continued v. Outlet Centre Carrying value 30-Jun-17 Ownership interest Valuation 30-Jun-17 30-Jun-16 % type $m $m F Brisbane 1 xternal 59.0 F ssendon 1 nternal 170.0 16 F omebush 1 nternal 425.0 F oorabbin 1 xternal 122.0 11 F Perth6 nternal 17.7 F South harf7 1 xternal 598.0 66 Total Outlet Centre 1,391.7 1 efer to footnotes at the end of Note (d)

vi. Sub Regional Carrying value 30-Jun-17 Ownership interest Valuation 30-Jun-17 30-Jun-16 % type $m $m Altona Gate Shoing entre 1 nternal 102.5 Armidale Central 1 xternal 46.0 Belmont illage 1 nternal 50.0 6 Box ill entral (North Preint) 1 xternal 103.0 66 Box ill entral (South Preint) 1 nternal 192.0 161 Brandon Par xternal 65.0 7 Buranda illage 1 nternal 42.5 1 arlingford ourt nternal 114.0 1 astle Plaa 1 nternal 174.0 16 Corio Central 1 nternal 131.0 16 llenbroo entral 1 nternal 240.0 Gympie Central 1 xternal 79.0 7 Halls Head Central xternal 54.6 7 Karratha City xternal 52.5 66 Kurralta Central 1 nternal 42.0 7 ae aven entre 1 nternal 298.0 7 avington Suare 1 nternal 62.3 ivingston aretlae 1 nternal 86.0 addington entral 1 nternal 122.0 11 ornington entral nternal 36.0 6 Neean illage 1 nternal 181.0 16 Northgate 1 xternal 108.0 1 oxburgh illage 1 xternal 122.1 111 Sunshine aretlae xternal 58.5 7 Taigum Suare 1 xternal 100.0 1 Toormina Gardens nternal 40.5 arnbro entre 1 nternal 125.0 1 arriewood Suare xternal 142.5 1 arwi Grove 1 nternal 200.0 17 est nd Plaa 1 xternal 70.0 6 hitsunday Plaa 1 nternal 68.0 6 aitland unter all - Tweed all - 7 odonga Plaa - 6 Total Sub Regional 3,308.0 7 efer to footnotes at the end of Note (d)

82 Vicinity Centres Annual Report 2017 vii. Neighbourhood revenue reeivablesundernonanellableoeratingleasesofinvestment roertiesareasfollows The investmentroertiesareleasedtotenantsunderoeratingleases with rentalsayablemonthlyFutureminimumrental (e) Operatingleasereceivables

1 7 6 Terrace Central Stirlings entral xenford illage aleigh entral North Shoreillage ilton illage ennox illage Kalamunda Central Goldfields Plaa Flinders Suare ianella Plaa urrambine entral Bentons Suare Bowes Street Albany BroosGarden itoria Parentral The Gateway onier illage ilton Plaa Total Neighbourhood 1 Total operatingleasereceivables ater thanfiveyears ater thanoneyearandnotlaterfiveyears Not laterthanoneyear Proerty isurrentlyontratedforsalewithsettlementexetedin17 isosed duringtheyear The titletothisroertyisleaseholdwithotionsextendthegroundlease1 at theGrousdisretion An additionalinterestinFSouthharfwasauiredduringtheyearThetitleto thisroertyisleaseholdandexiresin1 This roertyisurrentlyunderonstrutionThearryingvalueatune17reresents ostsinurredtodateThetitleisleaseholdandexiresin7 The titletothisroertyisleaseholdwithanotionextendthegroundlease attheGrousdisretion The titletothisroertyisleaseholdandexiresin The righttooeratetheFBrisbanebusinessexiresin6 A interestinTheyerentreBrisbaneandaorningtonentral were disosedduringtheyear The titlestotheseroertiesareleaseholdandexirein6

1 Ownership interest nternal xternal xternal 1 nternal 1 nternal 1 1 nternal 1 xternal nternal 1 nternal 1 nternal 1 nternal 1 1 1 xternal nternal nternal 1 1 1 nternal % 30-Jun-17 Valuation type nulRpr 0783 Vicinity Centres AnnualReport 2017 30-Jun-17 30-Jun-17 4,267.7 1,123.9 2,282.2 Carrying value 105.0 2. 747.3 728.4 861.6 36.5 50.0 33.1 71.6 25.0 27.5 38.5 27.2 32.5 89.0 82.0 31.0 46.0 33.5 $m $m - - - - 30-Jun-16 30-Jun-16 1 116 77 6 7 7 1 1 77 17 1 $m $m 7

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Operations continued

5. Equity accounted investments uity aounted investments are redominantly investment roerty oint ventures with strategi artners where the roerty ownershi interest is held through a ointly owned trust rather than diret ownershi into the roerty title The Grou has ontratual arrangements that establish oint ontrol over the eonomi ativities of these trusts based on standard maret terms These are aounted for in the Grous finanial statements using the euity method

Ownership Carrying value 30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16 % % $m $m itoria Gardens etail Trust oint venture 50.0 86.4 76 ther assoiates and oint ventures - 1.6 Closing balance 88.0

(a) Movements for the year 30-Jun-17 30-Jun-16 $m $m ening balane 80.5 Additional investments made during the year 0.4 Share of net rofit(loss) of euity aounted investments 18.2 (6) istributions of net inome from euity aounted investments (9.4) () isosal of ownershi in euity aounted investments (1.7) () Closing balance 88.0

(b) mmarise financial information for ictoria arens etail rst1 30-Jun-17 30-Jun-16 $m $m nvestment roerties nonurrent 138.2 171 nterest bearing liabilities nonurrent (46.6) (66) ther net liabilities (5.2) () Net assets 86.4 76 Total income 10.3 Aggregate net rofits after inome tax 14.8 11 nterest exense (1.9) (1) istributions reeivable by the Grou 5.8 6 1 Summarised finanial information reresents of the underlying finanial statement information of the oint venture with no adustments made

(c) Related party transactions with equity accounted investments during the year Victoria Gardens Retail Trust (joint venture, 50% ownership interest) Asset management fees earned by the Grou for management servies rovided to itoria Gardens etail Trust totalled 1 ( une 16 7) At une 17 1 remains ayable to the Grou ( une 16 6617) The Grou also has distributions reeivable of 17 at balane date ( une 16 6677)

Vicinity Asset Operations Pty Ltd (VAO) (associate, 33% ownership interest) ent and outgoings earned from A as a tenant of the Grous entres was 161 ( une 16 11) ividends aid to the Grou were 711 ( une 16 717) The Grou has reeivables from A of 116 at une 17 ( une 16 117)

Tuggeranong Town Centre Trust (joint venture, 50% ownership interest disposed on 30 November 2016) Asset management fees earned by the Grou for management servies rovided to Tuggeranong Town entre Trust (TTT) rior to disosal totalled 1 ( une 16 166) The loan reeivable from TTT of 1177 was reaid uon disosal nterest inome for the year was 1 ( une 16 711) There are no outstanding balanes related to this oint venture at une 17

84 Vicinity Centres Annual Report 2017 The followingtableoutlinestheGrousinterestbearingliabilitiesatbalane date • Netreaymentsofexistingfailitieshavebeenmadethroughouttheyear fromassetsalesartiallyoffsetbyfundsdrawnfor • A1monthextensionofertainbandebtfailitiestoimrovethe exiryrofiles • millionof7yearand1yearAediumTerm Notes(ATNs)wereissuedon6Aril17The • S1millionofSPrivatePlaementNotes(SPPs)exiredon7February 17andwere reaidthroughexistingavailable uring theyearfollowingfinaningativitieshaveourred loss intheStatementofomrehensivenome at thealiableexhangerateyearendwithgainorlossattributabletomovementsreognisedinrofit amortised ostusingtheeffetiveinterestratemethodForeign urrenydenominatednotesaretranslatedtoAustralianollars(A) nterest bearingliabilitiesareinitiallyreognisedatfairvaluenetoftransation ostsinurredandsubseuentlymeasuredat 6. Interestbearingliabilitiesandderivatives Capital Structure andFinancial Risk Management 1 Total interestbearingliabilities Total non-currentliabilities eferred debtosts SPPs GBP uroeanediumTerm Notes(TNs) ATNs Ban debt Unsecured ATNs Secured Non-current liabilities Total currentliabilities SPPs Unsecured Current liabilities aital exenditure ban debtfailitieswereanelledfollowingthisissue roeeds oftheissuewereusedtoreayexistingbanfailitiesandfor generalororateuroses6millionofexisting ban debtfailities Sheet andamortisedtoborrowingostsintheStatementofomrehensivenome eferred debtostsomrisetheunamortisedvalueofborrowingonestablishment orrefinaneofdebtfailitiesTheseostsaredeferredontheBalane 1 nulRpr 0785 Vicinity Centres AnnualReport 2017 30-Jun-17 3,893.7 3,893.7 1,506.3 852.2 588.1 645.7 317.4 (16.0) $m - - 30-Jun-16 71 166 776 61 11 11 (17) $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Capital Structure and Financial Risk Management continued

6. Interest bearing liabilities and derivatives continued (a) Financing facilities The harts below outline the maturity of the Grous total available failities at une 17 by tye and the ban to aital marets debt ratio f the million total available failities ( une 16 million) 116 million remains undrawn at une 17 ( une 16 116 million)

Available facilities expiry profile ($m)1,2 Bank to capital market debt ratio 1,600

1,400

1,200

1,000 192.0 800 7.0 48% 52% $2,418.5 600 655.2 383.0 727.0 $2,632.3 200.0 400 725.3 200.0 200.0 200 400.0 367.4 58.9 309.0 38.0 150.0 198.0 40.0 200.0 0 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 Beyond Capital market debt outstanding USPP AMTN EMTN Bank debt drawn Bank debt undrawn Bank debt limit

1 The arrying amount of the SPPs TNs and ATNs in the Balane Sheet is net of adustments for fair value items and foreign exhange translation of 11 million ( une 16 677 million) These adustments are exluded from the alulation of total failities available and amounts drawn as shown in the harts Additionally deferred debt osts of 16 million ( une 16 17 million) are not reeted in the amount drawn Total ban debt failities are redued by ban guarantees of 177 million drawn against ban debt failities ( une 16 177 million)

(b) Borrowing costs Borrowing osts onsist of interest and other osts that an entity inurs in onnetion with borrowing funds suh as establishment fees legal and other fees Borrowing osts are exensed to the Statement of omrehensive nome using the effetive interest rate method exet for borrowing osts inurred for the develoment of investment roerties whih are aitalised to the ost of an investment roerty during the eriod of develoment

30-Jun-17 30-Jun-16 For the 12 months to: $m $m nterest osts on interest bearing liabilities and derivatives 167.4 1 Amortisation of borrowing osts 5.2 Amortisation of fair value adustments relating to disontinuation of hedge aounting1 (7.9) (1) Amortisation of ATN and TN fair value adustments (5.1) () Finance lease interest 3.3 ess aitalised borrowing osts (8.0) (11) Total borrowing costs 154.9 171 1 n 1 ay 16 the Grou eleted to disontinue hedge aounting that it reviously alied for its existing SPPs and ross urreny Swa derivatives AASB 1 Financial Instruments Recognition and Measurement reuired that uon disontinuation the historial hedge aounting adustment alied to the arrying value of the SPPs relating to movements in interest rates sine the SPPs were entered into be reognised as art of the arrying value of the SPP This adustment is then amortised to ero over the remaining life of the SPPs using the effetive interest rate method This amortisation is inluded in borrowing osts in the Statement of omrehensive nome

86 Vicinity Centres Annual Report 2017 The arryingvalueandnotionalrinialamountsoftheseinstruments are showninthetablebelow observable evel inuts mainly interest rates and interest rate urves as well as foreign urreny rates and foreign urreny urves fair valueofotherinstrumentsthataresubstantiallythesameoralulationdisountedashowsThesevaluationtehniuesuse Grous borrowingsThefairvalueofthesederivativesareestimatedusing valuation tehniuesinludingrefereningtotheurrent As detailedfurtherinNote7derivativeinstrumentsareheldtohedge against theinterestraterisandforeignurrenyof (d) Derivatives At une17theGrouhadnodefaultsondebtobligationsorbreahesoflendingovenants(16None) (c) Defaultsandcovenants

Total non-currentliabilities nterest rateswas(oatingtofixed)iabilities ross urrenyswas(ayAoatingreeiveGBPfixed)iabilities ross urrenyswas(ayAoatingreeiveSfixed)iabilities Total currentliabilities nterest rateswas(oatingtofixed)iabilities Total non-currentassets ross urrenyswas(ayAoatingreeiveSfixed)Assets Total currentassets ross urrenyswas(ayAoatingreeiveSfixed)Assets 30-Jun-17 arigaon Notionalprincipalvalue Carrying amount (176.1) (72.4) (67.5) (36.2) 68.3 68.3 (2.3) (2.3) $m - - 30-Jun-16 (16) (177) 11 11 (1) 16 16 (1) $m nulRpr 0787 Vicinity Centres AnnualReport 2017 30-Jun-17 1,275.0 1,187.0 655.2 357.8 340.6 n/a n/a n/a n/a $m - 30-Jun-16 71 6 6 177 na na na na $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Capital Structure and Financial Risk Management continued

7. apital an financial risk manaement The Grous treasury team is resonsible for the day to day management of the Grous aital reuirements and finanial ris management These ativities are overseen by the internal management aital anagement ommittee () oerating under harter and treasury oliies These oliies are endorsed by the Audit ommittee and aroved by the Board of iretors The overall obetives of the are to • ensure that the Grou has funds available to meet all finanial obligations woring aital and ommitted aital exenditure reuirements • monitor and ensure omliane with all relevant finanial ovenants under the Grous debt failities • redue the imat of adverse interest rate or foreign exhange movements on the Grou using aroved finanial ris management instruments and • diversify baning ounterarties to mitigate ounterarty redit ris

The ey finanial riss monitored by the and strategies adoted by the Grou to assist in ahieving these obetives are set out below

Risk Primary source(s) Explanation and risk management strategy Details Interest Floating rate nterest rate ris reresents the otential for hanges in maret interest rates Note 7(a) rate risk borrowings to imat the total interest exense for the Grou Floatingtofixed interest rate swas1 are used to manage this ris None of the Grous derivatives are urrently in designated hedge relationshis nder the terms of these swas the Grou agrees to exhange at seified intervals amounts based on the differene between the fixed ontrat interest rate and the oating maret interest rate alulated by referene to an agreed notional rinial amount

Foreign Foreign denominated Foreign exhange ris refers to the ris that ash ows arising from a finanial Note 7(b) exchange interest bearing ommitment asset or liability denominated in a foreign urreny will utuate due rate risk liabilities (SPPs to hanges in a foreign exhange rate and TNs) This ris is managed through the use of ross urreny swas1 which swap the foreign urreny interest ayments into Australian ollars and fix the exhange rate for the onversion of the rinial reayment None of these derivatives are urrently in designated hedge relationshis

Liquidity nterest bearing iuidity ris reresents the ris that the Grou will be unable to meet finanial Note 7() risk liabilities obligations as they fall due To manage this ris suffiient aaity under the Grous finaning failities is maintained to meet the needs arising from the Board aroved shortterm and mediumterm business strategy This is ahieved through seuring and maintaining funding from a range of soures (eg Bans and Australian and foreign debt aital marets) maintaining suffiient undrawn debt aaity and ash balanes and managing the amount of borrowings that mature or failities that exire in any one year

Credit Tenant reeivables redit ris is the ris that a tenant or ounterarty to a finanial instrument fails Note risk derivative to meet their finanial obligations to the Grou counterparties Note 6(d) To mitigate tenant redit ris an assessment is erformed taing into onsideration and ban deosits the finanial baground of the tenant and the amount of any guarantee or ban guarantee rovided as ollateral under the lease To mitigate redit ris in relation to derivative ounterarties and ban deosits the Grou has oliies to limit exosure to any one finanial institution The maximum exosure to redit ris at the balane date is the arrying amount of the Grous finanial assets

1 erivative finanial instruments suh as interest rate swas and ross urreny swas are not ermitted to be entered into for seulative uroses under the Grous hedging oliy imits are in lae in reset of their use to hedge ash ows subet to interest rate and foreign exhange ris None of these derivatives are urrently in hedge relationshis

88 Vicinity Centres Annual Report 2017 16 ents7million) remains unhanged forthenext1monthswouldimatnetrofit andeuityforthenext1monthsby16million(une entsassumingthenetexosuretofairvalueexhange raterisasatune17 and GBPexhangerateurvesof S The arryingvaluesofdebtandderivativesheldbytheGrouarealsosensitive toforeignexhangeratesAshiftintheforward denominated borrowings At une17theGrouhasfollowingnetexosuretoforeignurrenytranslationrisarisingfromSandGBP (b) Foreign exchangeraterisk This sensitivityanalysisshouldnotbeonsideredaroetion would imatnetrofitandeuityforthenext1monthsby6million (une16bs1million) bsassumingthenetexosuretofairvalueinterestraterisasatune17remainsunhangedfornext1months The fairvaluesofderivativesusedbytheGrouarealsosensitivetointerest ratesAshiftintheforwardinterestrateurveof ( une16bsmillion) remains unhangedforthenext1monthswouldimatGrous ash interestostforthenext1monthsby1million A shift in the forward interest rate urve of bs assuming the net exosure to ash ow interest rate ris as at une 17 Sensitivity tointerestrates As atthebalanedateGrouhadfollowingexosuretoash ow interestrateris (a) Interestraterisk edge ratioforinterestbearingliabilityinGBP Net exosuretoGBPtranslationris ess Notionalvalueofrossurrenyswas(ayAreeiveGB P) Total interestbearingliabilitiesinGBP GBP borrowings edge ratioforinterestbearingliabilityinS Net exosuretoStranslationris ess Notionalvalueofrossurrenyswas(ayAreeiveS) Total interestbearingliabilitiesinS 1 US$ borrowings Hedge ratio Net variablerateborrowingsexposedtocashflowinterestrisk ess Notionalrinialofoutstandinginterestrateswaontrats Variable rateborrowingsexposedtocashflowinterestrisk ess Fixedrateborrowings Total drawndebt ess Fair valueadustmentstoATNs ess Fair valueandforeignexhangeadustmentstoSPPs Add Fair valueandforeignexhangeadustmentstoTNs Add eferreddebtosts Total interestbearingliabilities(Note6) alulated astotaldrawndebtlessreresentativenetvariablerateborrowingsexosed to ashowinterestraterisdividedbytotaldrawndebt 1 nulRpr 0789 Vicinity Centres AnnualReport 2017 30-Jun-17 30-Jun-17 30-Jun-17 (2,462.0) (1,065.0) GBP $m US$ $m 2,859.8 3,924.8 3,893.7 (350.0) (553.0) 350.0 553.0 397.8 100% 100% (13.1) (38.9) 67.1 16.0 90% $m - - 30-Jun-16 30-Jun-16 30-Jun-16 (71) GBP $m US$ $m 7 () (6) (66) 6 7 1 1 (1) (7) 17 1 $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Capital Structure and Financial Risk Management continued

7. apital an financial risk manaement continued (c) Liquidity risk The ontratual maturity of interest bearing liabilities and the interest ayment rofile is shown below stimated interest and rinial ayments are alulated based on the forward interest and foreign exhange rates revailing at year end and are undisounted Timing of ayments is based on urrent ontratual obligations whih may not align to the lassifiations of urrent and nonurrent liabilities efer to Note 1 for details on trade and other liabilities that are not inluded in the table below

Greater Less than 1 to 3 than Carrying 1 year years 3 years Total amount 30-Jun-17 $m $m $m $m $m Ban debt 11 1,506.3 1,506.3 ATNs 950.0 963.1 SPPs 1 891.3 852.2 TNs 6 694.5 588.1 stimated interest ayments on borrowings 11 1 848.6 n/a stimated net interest rate swa ash outow 6 1 79.3 74.7 stimated gross ross urreny swa ash outows 6 17 17611 1,967.4 35.4 stimated gross ross urreny swa ash (inows) (6) (1) (1761) (1,946.3) n/a Total contractual outflows 1 11 7 4,991.1 4,019.8

Greater Less than 1 to 3 than 3 Carrying 1 year years years Total amount 30-Jun-16 $m $m $m $m $m Ban debt 1 17 166 166 ATNs 7 SPPs 1 1 11171 177 TNs 7 7 61 stimated interest ayments on borrowings 1 6 6 6 na stimated net interest rate swa ash outow 176 6 1 1 16 stimated gross ross urreny swa ash outows 7 1 17 1 na stimated gross ross urreny swa ash (inows) (1) (1) (1) (61) (11) Total contractual outflows 1 1 7 7 1

(d) Fair value of borrowings As at une 17 the Grous debt has a fair value of 7 million ( une 16 16 million)

The differene between the arrying amount and fair value is due to fixed rate borrowings held The fair value of fixed rate borrowings is alulated by disounting the ontratual ash ows using the yield to maturity or revailing maret disount rates for maret fixed interest debt instruments with similar terms maturity and redit uality ad the fixed debt been reognised at fair value these inuts would have been lassified as evel under the fair value hierarhy as the maret disount rates used are indiretly observable

90 Vicinity Centres Annual Report 2017 movements inthenumberofordinaryseuritiesonissueduringurrent orriorfinanialyear The numberofordinaryseuritiestheGrouisshownintablebelow AllordinaryseuritiesarefullyaidTherewereno in theostofauisitionasarturhaseonsideration roeeds nrementalostsdiretlyattributabletotheissueofnewstaledseuritiesforauisitionabusinessarenotinluded

nremental ostsdiretlyattributabletotheissueofnewstaledseurities areshownineuityasadedutionnetoftaxfromthe held rdinarystaledseuritiesarelassifiedaseuity to artiiateindistributionsandtheroeedsonwindinguofGrou (ifenated)inroortiontothenumberofseurities An ordinarystaledseurityomrisesoneshareintheomanyandunitTrust rdinarystaledseuritiesentitletheholder 8. Contributedequity Gearing Bank facilitiestocapitalmarketdebt ratio Thesemetrisareshowninthetablesbelow Standard PoorsThetwoeymetrismonitoredbytheGrouare banfailitiestoaitalmaretsdebtratioandgearing debt rofile(bysoureandtenor)TheGrouhaslongtermreditratings of AfromoodysnvestorsServieandA The Groumaintainsastrongandonservativeaitalstruturewitharoriate liuidityastrongBalaneSheetanddiversified (e) Capitalriskmanagement Total stapledsecuritiesonissueduringandattheendofyear Total bandebtlimit Facility type 1 Capital marketdebtasaproportionoftotalfacilities Bank facilitiesasaproportionoftotaldebt Total debtfacilitiesavailabletotheGroup Total aitalmaretoutstanding Gearing ratio(targetrangeof25.0%to35.0%) Total tangibleassetsexludingashfinaneleaseandderivative finanialassets(m) rawn debtnetofash(m) Total drawndebt($m) Total bandebt failitiesarereduedbybanguaranteesof177milliondrawnagainst bandebtfailities(une16177million) 1 Number (m) 30-Jun-17 3,958.6 Number (m) 30-Jun-16 6 nulRpr 0791 Vicinity Centres AnnualReport 2017 30-Jun-17 30-Jun-17 0Jn1 30-Jun-16 30-Jun-17 15,731.4 8,493.2 5,050.8 2,418.5 2,632.3 3,882.6 3,924.8 47.9% 52.1% 24.7% $m $m 30-Jun-16 30-Jun-16 1 161 161 1 6 7 $m $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Working Capital

9. Receivables and other assets Trade and other reeivables are reognised initially at fair value and subseuently measured at amortised ost using the effetive interest method less any rovision for imairment

ebts that are individually nown to be unolletable are written off when identified An allowane aount (rovision for doubtful debts) is used when there is obetive evidene that the Grou may not be able to ollet all amounts due aording to the original terms of the reeivables

Note 30-Jun-17 30-Jun-16 $m $m Trade debtors 14.8 17 Accrued income 15.5 7 eeivables from strategi artnershis 15.6 istribution reeivable from oint ventures and assoiates 5.8 1 ess Provision for doubtful debts (6.0) (6) Total receivables 45.7 6

Preayments 12.9 7 evies 13.1 1 Tenant security deposits held 1.2 1 ther 15.4 16 Total current receivables and other assets 88.3 1

oan to Tuggeranong Town entre Trust () - 117 nvestment in related arty 2.5 7 Total non-current receivables and other assets 2.5 11

Risk of tenant default Tenant debtor balanes are ontinually monitored with the Grou onsidering reeivables that have not been aid for days after the invoie date as ast due Promt reovery of these balanes is sought here there are indiators that full reovery will not our rovision is made for these amounts

f the 17 million trade and related arty reeivables outstanding ( une 16 7 million) 11 million whih reresents aroximately of total ombined revenue is onsidered ast due but not imaired at une 17 ( une 16 16 million)

The Grou has reognised a loss of 6 million ( une 16 6 million) in reset of imaired trade reeivables during the year The loss has been inluded in diret roerty exenses from ordinary ativities in the Statement of omrehensive nome

The Grou does not hold any ollateral in relation to trade or other reeivables other than seurity deosits or ban guarantees as is usual in leasing agreements

The maximum exosure to redit ris at the balane date is the arrying amount of eah lass of reeivables outlined above

92 Vicinity Centres Annual Report 2017

ayables arearriedatamortisedostandnotdisountedduetotheirshorttermnature finanial yearandthatareunaidTheamountsunseuredandusuallyaidwithindaysofreognitionTrade andother Payables andotherfinanialliabilitiesreresentforgoods serviesrovidedtotheGrouriorendof 10. ayablesanoterfinancialliabilities estimated futureashoutowsoftherelatedliability eriod attahingtohighualityororatebondswithtermsmaturity and urreniesthatmathasloselyossiblethe The disountratesusedtodeterminetheresentvaluearedetermined byreferenetomaretyieldsattheendofreorting and theexenditurereuiredtosettleliabilityatreortingdate the obligationarisesliabilityisdisountedtoresentvaluebasedon managements bestestimateofthetimingsettlement here therovisionsarenotexetedtobesettledwhollywithin1months aftertheendofannualreortingeriodinwhih stam dutyandotheritemsforwhihtheamountortimingofthesettlement isunertainasitoutsidetheontrolofGrou Provisions omriseliabilitiesarisingfromemloyeebenefitssuhasannual leaveandlongservieleaveaswellrovisionsfor 11. Provisions exluding finaneleaseliabilitiesareexetedtobedueandayablewithinthenextthreemonths At une17thearryingvalueofayablesandotherfinanialliabilitiesaroximatedtheirfairvalueAllurrentayables The movementsfortheyearinotherprovisionsareasfollows: Total other non-currentprovisions ther Non-current Total othercurrentprovisions ther evies Stam duty Current 1 Finane leaseliabilities Finane leaseliabilities Non-current Total currentliabilities ther Total non-currentliabilities ther finanialliabilityBentonsSuare Seurity deosits Arued aitalexenditure Arued interestexense Rents receivedinadvance Trade ayablesandaruedexenses Current Total non-currentprovisions ther nonurrentrovisions Nonurrent emloyeeentitlements Non-current Total currentprovisions ther urrentrovisions Current employeeentitlements Current efer Note1(b) efer footnote1inNote(b) 1 30-Jun-16 )(1) () 1 (1) 11 1 $m 76 () the year Arising during the year during Paid nulRpr 0793 Vicinity Centres AnnualReport 2017 (1) movements 30-Jun-17 30-Jun-17 Other 209.6 202.7 202.7 14.8 70.2 16.8 34.5 64.3 78.5 26.9 51.6 8.4 0.6 7.8 4.2 3.6 $m $m - 30-Jun-17 30-Jun-16 30-Jun-16 7 26.9 13.1 6 1 6 167 71 7 4.2 4.2 4.8 9.0 $m $m $m 7 1

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration

12. Key management personnel The remuneration of the ey anagement Personnel (P) of the Grou is dislosed in the emuneration eort The omensation of P inluded in the Grous finanial statements omrises

30-Jun-17 30-Jun-16 For the 12 months to: $’000 $’000 Shortterm emloyee benefits xeutive P 5,158 7 Shortterm emloyee benefits Nonexeutive P 2,079 11 Termination benefits - 1 Share based ayments 1,490 1 Postemloyment benefits 227 ther longterm emloyee benefits 11 Total remuneration of KMP of the Group 8,965 11

13. Employees mloyee benefits exense onsists of

30-Jun-17 30-Jun-16 For the 12 months to: $m $m Salaries and wages 88.1 76 Share based ayments exense 7.5 ther emloyee benefits exense 3.1 Total employee benefits expense 98.7 16

94 Vicinity Centres Annual Report 2017 The followingexenseswerereognisedinrelationtothesharebased aymentomensationlans Further detailsrelatingtotheT andSTlansareinludedinNote1(a) The movementinthenumberofT erformanerightsduringtheyearwasasfollows returns Asummaryofeahlanisdesribedbelow exeutives andemloyeesinterestswiththoseofseurityholdersbyinentivising artiiantstodeliverlongtermshareholder The Grouremunerateseligibleemloyeesthroughthreeseuritybased omensationlansTheselansaredesignedtoalign 14. Sharebasedpayments Employee Plan $1,000 Incentive (STI) Short Term Short terminentive(formerlyPerformaneewardPayment) ong Term nentive(formerlyPerformaneewardPaymentong) For the12monthsto: 1 Incentive (LTI) Long Term Plan Total sharebasedpayments 1 mloyeePlan eighted averageremainingontratuallife xerisable attheendofyear Outstanding attheendofyear Vested Forfeited andlapsed Granted ening balaneatthebeginningofyear A totalofseuritiesweregrantedunderthe1mloyeePlanduring year (une166) As desribedinNote1(a)thisamountreresentsthevalueofSTdeferredintoeuity relating totheriorfinanialyear emloyed bytheGrou granted underthelanaresubettoathreeyeartradingrestritionunless theemloyeeeasestobe 1 worthofiinityseuritiesaregrantedannuallytoeligibleemloyees fornilonsiderationSeurities eriod rovidedtheyremainemloyedbytheGrou 1 tomonthsTheamountsdeferredwillbeomeavailabletheemloyeeatendofdeferral management arethenreuiredtodeferaortionoftheirannualSTaymentintoeuityforeriod of shorttermGroufinanialandindividualerformaneobetivesisahieved ertainexeutivesandsenior ST rovidestheoortunitytoreeiveanannualerformanebased inentive aymentwhenaombination vesting eriod)ThedetailedhurdlereuirementsaresetoutinNote1(a) are metAhievementofthehurdlereuirementsassessedthreeyears aftertherightsaregranted(the onsideration Theserightsvestwhenertainhurdlereuirementswhih aresetwhentherightsgranted xeutives andseniormanagementaregrantederformanerightstoauireiinityseuritiesfornil Description 1 nulRpr 0795 Vicinity Centres AnnualReport 2017 2.38 years 6,121,419 3,074,501 4,385,154 30-Jun-17 30-Jun-17 (732,862) (605,374) Number 2.9 1.0 3.6 7.5 $m Nil () (116) 1 16 1 30-Jun-16 30-Jun-16 years Number $m 6 1 17 Nil

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Remuneration continued

(a) Plan details Long Term Incentive Plan conditions Features of the T erformane rights urrently on issue are

Grant years FY17 and FY16 Performance Three years period Holding lock 1 months after the end of the erformane eriod 50% relative total securityholder return (TSR) elative TS ombines the seurity rie movement and dividends (whih are assumed to be reinvested) to show total return to seurityholders relative to that of other omanies in the TS omarator Grou Performance hurdles1 50% total return (TR) T is alulated as hange in iinitys Net Tangible Assets (NTA) value during the erformane eriod lus total distributions made divided by the NTA value at the beginning of the erformane eriod TSR Comparator SPAS AT ndex exluding estfield ororation Group

1 For the uroses of T lan assessment eah erformane hurdle oerates indeendently of the other

Long Term Incentive Plan – performance rights valuation The fair value of erformane rights granted under the T is estimated at the date of grant using a onte arlo Simulation odel taing into aount the terms and onditions uon whih the erformane rights were granted The total grant date fair value is exensed over the vesting eriod (three years) and is adusted to reet the atual number of rights for whih the related servie and nonmaret vesting onditions are exeted to be met

A number of assumtions were used in valuing the erformane rights as shown in the table below

Assumption Basis FY17 FY16 istribution yield xeted annual distribution rate over the next three years 5.9% 6 isfree interest rate Threeyear government bond yields as at grant date 1.9% 1 olatility orrelation between iinity Analysis of historial total seurity return volatility (ie standard 50.0% and other comparator companies deviation) and the imlied volatilities of exhange traded otions Volatility of Vicinity securities As above 21.0% Performane between the start date of the testing eriod and the TS of iinity seurities (9.1%) (1) valuation date olding lo adustment Adustment for 1month holding lo eriod 7.5% 7 Seurity rie at measurement date losing iinity seurities rie at grant date $2.92 7 Fair value per right – TR $2.27 1 Fair value per right – TSR $0.97 1

Short Term Incentive Plan The number of seurities granted and deferred under the ST lan during the year ended une 17 relating to inentive ayments earned in the year ended une 16 was 111 ( une 16 6) and the fair value of these seurities was er seurity ( une 16 7) determined based on the seurity rie of iinity at the grant date of Setember 16

96 Vicinity Centres Annual Report 2017 A reoniliationofthemovementsinvalueintangibleassetsfor the urrentandrioryearisshownbelow relating tointernallyownedassets roerty managementfeeswithaninternalisedoststruture(asset business)iethevalueofmanagementontrats nternal managementontratsrelatetotheinrementalvaluereatedinrelationGrousinvestmentroertiesbyrelaing Internal managementcontracts benefits andtheGrousabilitytoobtainattratdebtfunding individual roertiesThisortfolioremiumreresentsamongstother items develomentotentialliuiditydiversifiedortfolio The ortfolioremiumthatwasreogniseduonergerrelatestovalue elementsnotaturedintheunderlyingfairvalueof Portfolio premium reortable segment listed ealstatenvestmentTrust (T)ThisbalaneisalloatedtotheProertynvestmentGwhihalsoanoeratingand Goodwill relatestotheinternalisedmanagementofownedroerties and theortfolioremiumassoiatedwithbeingalarge Goodwill through use No deferredtaxliabilityhasbeenreognisedinresetoftheseontrats astheirarryingvalueisnotexetedtobereovered management agreementswithoutterminationdatesareonsideredtohaveindefiniteusefullivesandthereforenotamortised xternal managementontratsrimarilythoseassoiatedwithstrategiartnerswhooownassetstheGrouandthathave Indefinite life the straightlinemethodovereriodsrangingfromonetosevenyears the managementagreements(withonsiderationgiventorenewals)TheGrouamortisesintangibleassetswithafinitelifeusing of theroetedashowsundermanagementagreementsTheamortisationeriodisbasedonterminationdatesreetedin xternal managementontratsthatareonsideredtohaveafinitelifeamortisedonstraightlinebasisdeendingthetiming Finite life generating unit(G)whihisalsoanoeratingandreortablesegment Federation entres(ergeron 11une1)ThevalueoftheseontratsisalloatedtotheStrategiPartnershisash of managementfromtheommonwealthBanAustralia(onarh1)andmergerNovionProertyGrou with managementagreementsTheywerereognisedattheirfairvalueboththedateofNovionProertyGrousinternalisation xternal managementontratsreettherighttorovideassetandfundsserviesexternalartiesinaordane External managementcontracts ntangible assetbalanesrelatetothevalueofexternalmanagementontratsandgoodwill (a) Background 15. Intangibleassets Other Disclosures Carrying value30June2017 mairment andamortisationharge Carrying value30June2016 Arising fromauisitions 1 mairment Carrying value1July2015 The imairmenthargeofmilliontogoodwillwasreordedat1eember1basedontheassessmentreoverabl e amounterformedatthattime 1 andamortisationharge Goodwill () 2. 164.2 164.2 427.0 427.0 1. 164.2 712.7 $m nefinite life management contracts $m

management nulRpr 0797 Vicinity Centres AnnualReport 2017 contracts Finite life 12602.4 11.2 45891.4 14.5 () () () . 599.4 8.2 $m Total () $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Other Disclosures continued

15. Intangible assets continued (b) Impairment testing The Grou erforms imairment testing for goodwill and indefinite life intangible assets on an annual basis (at une eah year) or when there are other indiators of imairment Summarised below are the results of the Grous annual imairment testing roess erformed at une 17

External management contracts As desribed in Note 1(a) external management ontrats are alloated to the strategi artnershis G for the uroses of imairment testing The reoverable amount of the Strategi Partnershis G is determined using a fair value less ost of disosal (fair value) aroah This is erformed using a disounted ash ow (F) valuation of the external asset and funds management business whih is based on the following ey assumtions

Key assumption 30-Jun-17 30-Jun-16 ash ows for foreast arnings Before nterest and Tax on management fees 5 years years Terminal growth rates 2.20%–2.70% Post tax disount rate range 7.36%–7.86% 761

Sensitivities to these assumtions have been tested and the Grou has determined that no reasonably ossible hanges would give rise to imairment at une 17 The future disosal of interests in diretly owned or euity aounted investment roerty assets where the Grou also gives u any future rights under existing finite life or indefinite life ontrats may lead to the dereognition of the assoiated arrying values of these management ontrats as the Grou may no longer be entitled to the management fees under disosal arrangements

Goodwill As desribed in Note 1(a) Goodwill is alloated to the Proerty nvestment G for the uroses of imairment testing The reoverable amount of the Proerty nvestment G is determined using a fair value aroah n order to determine the fair value of the Proerty nvestment G as a whole an nterrise alue () aroah has been adoted This aroah estimates fair value based on a F analysis using underlying earnings adusted for interest exense ash ows from the Strategi Partnershis G and aital exenditure reuirements The reoverable amount whih is eual to the arrying value has been determined as the Grous net asset value less the value of the finite and indefinite life management ontrats

The table below summarises ey assumtions used in the model

Key assumption 30-Jun-17 30-Jun-16 ash ows for foreast underlying earnings and oerational aital exenditure 3 years years Terminal growth rate 2.20% Posttax disount rate range 7.11%–7.61% 761 ost of euity 7.69%–8.19% 66

The arrying amount of the Proerty nvestment G inludes the value of the Grous investment roerties whih are held at fair value These fair values are determined based on a number of assumtions as outlined in Note () As the arrying amount of the Proerty nvestment G is eual to its reoverable amount any reasonably ossible hange in the assumtions that imat the roerty valuations and model may have a orresonding imat on the arrying amount of the Proerty nvestment G inluding goodwill

Process for determination of key assumptions The ey assumtions used in the fair value assessment of both goodwill and the external management ontrats have been determined as follows: • elevant disount rates are alulated based on the aital Asset Priing odel with referene to the Grous ost of debt ost of euity and target gearing ratios • Terminal growth rates are estimated with referene to maroeonomi onditions and the Grous exeted earnings growth through fixed rental inreases • Foreast underlying earnings oerational aital exenditure and asset and funds management ash ows are based on the values determined by the Grous budgeting and lanning roess

The Grou onsiders the inuts and the valuation aroah to be onsistent with the aroah taen by maret artiiants

As foreast underlying earnings disount rates and growth rates are unobservable inuts into the valuation roess the ey assumtions are onsidered to be evel in the fair value hierarhy

98 Vicinity Centres Annual Report 2017 The reoniliationofnetrofitaftertaxforthefinanialyeartoashrovidedbyoeratingativitiesisbelow 16. otestotecasostatement Net cashinflowfromoperatingactivities Movements inworkingcapital: Exclude non-cashitemsandcashflowsunderinvestingfinancingactivities: Net profitaftertaxforthefinancialyear erease inreeivablesandotherassets erease inayablesrovisionsandotherliabilities ther nonashitems mairment andamortisationofintangibleassets ntegration osts Share basedaymentexense Net martomaretmovementonderivatives Net foreignexhangemovementoninterestbearingliabilities Amortisation ofnonashitemsinludedininterestexense istributions ofnetinomefromeuityaountedinvestments Share ofnet(rofit)losseuityaountedinvestments Stam dutyandotherostswrittenoffonauisitionofinvestmentroerties Proerty revaluationinrementfordiretlyownedroerties Straightlining ofrentadustment Amortisation ofinentivesandleasingosts nulRpr 0799 Vicinity Centres AnnualReport 2017 30-Jun-17 1,583.6 (906.7) 731.2 (60.7) (18.2) (16.8) 17.5 26.7 55.1 28.8 (6.4) (4.5) 3.0 3.0 7.5 9.4 9.9 $m 30-Jun-16 (7) 17 71 6 (7) () 11 6 1 (1) () () $m 6

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Other Disclosures continued

17. Auditor’s remuneration uring the year the following fees were aid or ayable for servies rovided by the auditor of the Grou Y or its related raties

30-Jun-17 30-Jun-16 For the 12 months to: $’000 $’000 Audit services Statutory audit and review of finanial reorts 1,287.5 1 ther assurane servies 592.4 6 Taxation servies 544.0 1 Total auditor’s remuneration 2,423.9 6

18. arent entity financial information (a) mmary financials The finanial information resented below reresents that of the legal arent entity and deemed arent entity of the staled Grou iinity imited nvestments in subsidiary entities are aounted for at ost less any imairment reognised sine auisition ther aounting oliies are onsistent with those used for the rearation of the onsolidated Finanial eort

30-Jun-17 30-Jun-16 $m $m Balance Sheet Current assets 3.3 Total assets 667.1 1 urrent liabilities (65.3) () Total liabilities (584.8) (11) Equity ontributed euity 455.3 Share based ayment reserve (4.1) (1) Accumulated losses (368.9) (66) Total equity 82.3 7 Net loss for the finanial year of iinity imited as arent entity (2.4) ()1 Total comprehensive loss for the financial year of Vicinity Limited (2.4) ()1 1 The loss of iinity imited for the year ended une 16 inluded an imairment of the goodwill value of million No imairment has been reognised in the urrent year

iinity imited has aess to the Grous ash ow from oerations and undrawn ban failities in order to ay its urrent obligations as and when they fall due

The arent entity has no aital exenditure ommitments whih have been ontrated but not rovided for or oerating lease ommitments and ontingenies as at reorting date Guarantees rovided to subsidiary entities are dislosed at Note () and redominantly relate to fulfilling aital reuirements under Australian Finanial Servies ienes held by these subsidiaries

100 Vicinity Centres Annual Report 2017

Grou doesnotholdanyollateralinrelationtorelatedartyreeivables and settlementoursinashnterestishargedonanarms length basis onamountsgreaterthandaysoutstandingThe reognises anallowanefortheimairmentlossutstandingrelatedarty tradereeivablesbalanesatyearendareunseured whether thereisobetiveevidenethatarelatedartyreeivableimaired hensuhobetiveevideneexiststheGrou An imairmentassessmentisundertaeneahfinanialyearby examiningthefinanialositionofrelatedartytodetermine Related partybalanceswithWholesalefunds outlined inthetablesbelow The transationswiththeholesalefundsonnormalommerialterms andthebalanesoutstandingatune17are • AustraliannvestmentsTrust (AT) • nternationalPrivateuityealstateFund(P)and • iinitynhanedetailFund(F) • iretProertynvestmentFundB(PFB) • iretProertynvestmentFundA(PFA) nown astheholesalefundsmanagedbyGrou) iinity FundstdawhollyownedsubsidiaryoftheGrouisesonsible ntityTrustee ofthefollowingfunds(olletively (b) Informationonrelatedpartytransactionsandbalances subtrusts oftheGrouarewhollyownedsubsidiariesiinityimited orsubtrustsofiinityentresTrust asatune 17 The deemedarententityoftheGrouisiinityimitedwhihdomiiled andinororatedinAustraliaAllsubsidiaries (a) Background 19. Relatedparties The followingillustratestheontributionofomanytothestaled Grous netrofitaftertax shown searatelyfortheomanyandTrust intheStatementofomrehensivenomeandStatementshangesuity omany hasnolegalownershioveriinityentresTrust anditsontrolledentitiesthealloationofnetrofitassetsis n aordanewithAASBBusinessCombinationstheomanyisdeemedarentofiinityentresstaledgrouAs (b) tapleentityallocationofnetprofit holesale fundsmanagedbytheGrou Net profitoftheStapledGroup Net profit attributable to securityholders of Vicinity Centres Trust (as other stapled entities of the Group) Net lossattributabletosecurityholdersofVicinityLimited(astheCompanies) ess mairmentandamortisationofintangibles ess ntegrationandtransationostsinurredbytheomany erating resultoftheomany Vicinity Limitedandcontrolledentities 1 eresents thevalueofGrousinterestinGrandPlaaandoingham whihareointlyownedwithholesalefunds 30-Jun-17 528,000 jointly owned $’000 Property 30-Jun-16 $’000 1 30-Jun-17 Funds management fee receivable $’000 2,140 30-Jun-16 $’000 nulRpr 07101 Vicinity Centres AnnualReport 2017 30-Jun-17 1,583.6 1,595.9 30-Jun-17 (12.3) (26.7) 17.4 (3.0) $’000 fee payable $m Alignment 285 30-Jun-16 30-Jun-16 166 () (6) 6 $’000 () 6 6 $m

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Other Disclosures continued

19. Related parties continued Related party transactions with Wholesale funds 30-Jun-17 30-Jun-16 For the 12 months to: $’000 $’000 Asset and funds management fee inome 19,265 1771 eimbursement of exenses to the roerty manager 5,291 7 istribution inome 115 11 Alignment fee exense (1,137) (1) ent and outgoings exenses (519) (66)

20. Commitments and contingencies (a) Operating lease commitments stimated oerating lease exenditure ontrated for at reorting date but not rovided for in the finanial statements

30-Jun-17 30-Jun-16 $m $m Not later than one year 5.2 7 ater than one year and not later than five years 19.7 1 ater than five years 7.5 Total operating lease commitments 32.4

(b) Capital commitments stimated aital exenditure ontrated for at reorting date but not rovided for

30-Jun-17 30-Jun-16 $m $m Not later than one year 168.9 1 ater than one year and not later than five years 52.5 66 Total capital commitments 221.4

(c) Contingent assets and liabilities Ban guarantees totalling 1 million have been arranged by the Grou rimarily to guarantee obligations for three of the Grous esonsible ntities to meet their finanial obligations under their Australian Finanial Servies ienes

As at reorting date there were no other material ontingent assets or liabilities

102 Vicinity Centres Annual Report 2017 roerty anditsshareofotherassetsliabilitiesinomeandexenses from theuseandoututofointoeration agreements TheGrouaountsforointoerationsbyreognis ing its shareoftheshoingentrelassifiedasinvestment of aartialfreeholdorleaseholdinterestinshoingentrewithstrategi artnerbasedonstandardmaretointoeration nluded ininvestmentroertiesareshoingentresthatareaounted forasointoerationsintheformofdiretownershi Investments injointoperations nterest revenueisreognisedusingtheeffetiveinterestmethod Interest revenue Fee revenueisreognisedonanarualsbasisasearnedandwhenit anbereliablymeasured terms andonditions owned roertieswholesaleroertyfundsandmandatesFees areinaordanewithgenerallyaetedommerial new develomentsandredevelomentsFundsmanagementrevenue relates toinomereeivedforthemanagementofexternally Proerty managementandleasingfeesaregeneratedfromexistingroertiesdevelomentderivedinresetof Management feerevenue rental ontrats alulation asreuiredbyaountingstandardsareleaseinentivesgiven totenantsandfixedrentalinreasesthatformartof in theseroertieseaseinomeisreognisedonastraightlinebasis over theleasetermtemsinludedinstraightlining As theownerofanumbershoingentresGrouderivesrental revenueaslessorfromtheleasingofretailsae Property ownershiprevenueandleaseincome evenue ismeasuredatthefairvalueofonsiderationreeivedorreeivablereognisedforfollowingativities Revenue recognition are shownriortotheeliminationoftransationsbetweeniinityimitedandiinityentresTrust attributable toiinityentresTrust (thatistheamountsshownasattributabletoseurityholdersofotherstaledentitiesGrou) n aordanewithAASBBusinessCombinationsiinityimitedisthedeemedarentofstaledGrouTheresultsandeuity of transationsbetweenallontrolledentitiesareeliminatedinfull The auisitionmethodofaountingisusedtoaountforthe ofontrolledentitiesandthebalaneseffets • fullyonsolidatedfromthedateonwhihontrolistransferredtoGrou andwherealiabledeonsolidatedfromthedate • allentitiesoverwhihtheGrouisexosedtoorhasrightsvariable returnsfromitsinvolvementwiththeentityandhas of allontrolledentitiesforthefinanialyearunlessotherwisestated ontrolled entitiesare These onsolidatedfinanialstatementsomrisetheassetsandliabilitiesofallontrolledentitiesatune17results Principles ofconsolidation oliies andtheimatofneworamendedaountingstandards This setionontainsotheraountingoliiesthatrelatetothefinanialstatementsasawholedetailofanyhangesinaounting (a) Otheraccountingpolicies 21. OtherGroupaccountingmatters on whihontroleases ability toaffetthosereturnsthroughitsowerdirettherelevantativities oftheentityand nulRpr 07103 Vicinity Centres AnnualReport 2017

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Other Disclosures continued

21. Other Group accounting matters continued Impact of new and amended standards There are no new and amended standards that beame effetive for the Grou on 1 uly 16 that have a material imat on the finanial statements

Future impact of Accounting Standards and Interpretations issued but not yet effective AASB 9 Financial Instruments (effective for the Group from 1 July 2018) This standard relaes AASB 1 Financial Instruments: Recognition and Measurement. t introdues a new aroah for lassifiation and measurement imairment and hedge aounting of finanial instruments and introdues a forward looing exeted loss imairment model for reording exeted redit losses The adotion of this standard is not exeted to have a material imat for the Grou

AASB 15 Revenue from Contracts with Customers (effective for the Group from 1 July 2018) This standard relaes AASB 11 Revenue and other revenue related standards and interretations The ore rinile of AASB 1 is that an entity reognises revenue related to the transfer of romised goods or servies when ontrol of those goods or servies asses to ustomers The amount of revenue reognised should reet the onsideration to whih the entity exets to be entitled in exhange for those goods or servies The standard has introdued a fiveste model as the framewor for alying that ore rinile n addition the standard reuires dislosure of the nature amount timing and unertainty of revenue and ash ows arising from ontrats with ustomers

This standard is not exeted to have a signifiant imat on the Grous finanial statements as the maority of the Grous revenue and inome is base rental inome derived from lease agreements with tenants The reognition of other revenue items derived by the Grou inluding variable ayments lined to lease agreements ost reoveries from tenants and fee inome from strategi artners is not exeted to be materially imated by the adotion of this standard

AASB 16 Leases (effective for the Group from 1 July 2019) This standard relaes AASB 117 Leases t rovides a new lessee aounting model whih reuires a lessee to reognise assets and liabilities for all leases with a term of more than 1 months unless the underlying asset is of low value AASB 16 substantially arries forward the lessor aounting reuirements in AASB 117 Aordingly a lessor ontinues to lassify its leases as oerating leases or finane leases and to aount for those two tyes of leases differently The Grou is urrently assessing the otential imat of this standard and the transition method to be adoted however does not exet a material imat on the finanial statements

104 Vicinity Centres Annual Report 2017 The minimumleaseaymentsunderfinaneleasesfalldueasfollows • orresondingfinaneleaseliability(referNote1) • finaneleaseassetthatisaddedtotheoverallinvestmentroertybalane (referNote(a))and of theseminimumaymentsundertheleaseholdarrangementsmustthenberesentedsearatelyasa As reuiredbyAASB1InvestmentProperties,wherethefairvaluemodelisusedtoinvestmentproperty,present at reortingdate(asdislosedinNote)havededutedtheestimated leaseaymentsfromthevaluationashows arrangements Asermaretratieexternalandinternalvaluationserformedtodeterminethefairvaluesoftheseroerties As dislosedinthefootnotestoNote(d)anumberofGrousinvestment roertiesareheldunderlongtermleasehold (b) Financeleaseliabilities affet theoerationsofGrouresultsthoseoerationsor the stateofaffairsGrouinfuturefinanialeriods No mattersotherthanthoseidentifiedabovehavearisensinetheendoftheyearwhihsignifiantlyaffetedormaysig nifiantly will retireasndeendentNonexeutiveiretorsattheAnnualGeneraleetingtobeheldon16November17 Boards ofiinityimitedandentrestdeffetivefrom1 eember17rharlesaeandsebraStirling n 1uly17theGrouannounedaointmentofsanetteendallasanndeendentNonexeutiveiretorto Vicinity Boardchanges with alannedommenementdateof1anuary1 n 11August17theGrouannounedrGrantellywouldsueed rAngusNaughtonasandanagingiretor Appointment ofneiefxectivefficer()ananainirector other aitalreuirements only urhaseseuritieswheredoingsoisaretivetoearningserseurity andNTA whilealsoreservingamleaaitytofund n uly17theGrouannounedanonmaretbuybarogramofutoordinaryseuritiesonissueThewill On-market securitiesbuy-back 22. Eventsoccurringafterthereportingdate Total ore thanfiveyears five years ater thanonebutnotmore Not laterthanoneyear 1 For detailsofroertiessubettoleaseholdarrangementsreferthefootnotesinNote (d) 1 1 payments Minimum 8. 490 151.7 (429.0) 580.7 6. 425 217.5 (442.5) 660.0 lease 45(35 51.0 (13.5) 64.5 14.8 30-Jun-17 charges $m finance Future 14.8 - payments value of Present payments Minimum 66 111 (66) 77 7 7 1 (7) 67 lease (1 (11) 6 1 nulRpr 07105 Vicinity Centres AnnualReport 2017 30-Jun-16 charges $m finance Future 1 payments value of Present

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Directors’ Declaration

n aordane with a resolution of the iretors of iinity imited we delare that (a) in the oinion of the iretors the finanial statements and notes set out on ages 67 to 1 are in aordane with the Corporations Act 2001 (th) inluding i giving a true and fair view of the Grou and its ontrolled entities finanial osition as at une 17 and of the erformane for the finanial year ended on that date and ii omlying with Australian Aounting Standards and the Corporations Regulations 2001 (th) and iii omlying with nternational Finanial eorting Standards as issued by the nternational Aounting Standards Board as dislosed in the notes to the finanial statements on age 7 of the 17 Annual eort and (b) in the oinion of the iretors there are reasonable grounds to believe that the Grou and its ontrolled entities will be able to ay their debts as and when they beome due and ayable and () the iretors have been given the elarations reuired to be made to the iretors in aordane with setion A of the Corporations Act 2001 (th) for the finanial year ended une 17

Signed in aordane with a resolution of the iretors of iinity imitedimi

Peter Hay Chairman elbourne 16 August 17

106 Vicinity Centres Annual Report 2017 Independent Auditor’s Report information and and information explanatory other and policies accounting significant of summary a comprising notes then ended, year Liability limited by a scheme approved under Professional Standards Legislation A memberfirmErnst of & Young GlobalLimited (ii) (i) 2001 the in accordancewith is Vicinity Centres of report financial accompanying the opinio our In income comprehensive “Group”) the (collectively Limited (the Vicinity entities stapled the comprising VicinityCentres, of report financial the audited have We Opinion Report on Audit the of Financial the Report Limited Vicinity of Members the To AUDITOR’S INDEPENDENT REPORT those standards are further described in the described the in further are standards those under Our responsibilities Standards. Auditing Australian with audit in ouraccordance conducted We Opinion for Basis our opinion. for provide to basis and a appropriate sufficient is obtained have we audit evidence the believethat We Code. the with in accordance ethical responsibilities other our fulfilled also Accountants APES Board’s Standards and Ethical Professional Accounting the of requirements independence Report , including: including: , section of our report. We are independent of the Group in accordance with the auditor the with in accordance Group the independent of are We report. our of section

complying with Australian Accounting Standards and the and Standards Accounting Australian with complying 20 30 at June Group as the of position financial consolidated the of view and giving true a fair 17 and of its financial performance for the year ended on that date; and ended and date; year on that the for performance financial and its 17 of (the (the n: “Company”

the Directors’ Declaration Directors’ the “ Code GPO Box 67 Melbourne VIC 3001 Melbourne VIC 3000 Australia 8 Exhibition Street & Young Ernst , ” ), Vicinity Centres Trust (the “Trust”) and the entities they controlled controlled they andentities the “Trust”) (the Trust Vicinity Centres ), the statements of changes in equity and the statement of cash flows the for flows cash of statement the equity and changes in of statements the ) , which comprises the balance sheet as at 30 at as June sheet balance the comprises which , that are relevant to our audit of the financial report in Australia. We have We in report financial Australia. the audit of our to relevant are that

Corporations Act 2001 Act Corporations . Auditor’s Responsibilities for the Audit of the Financial Financial the of Audit the for Responsibilities Auditor’s ey.com + Fax: Tel: + and the ethical requirements of the of requirements ethical the and 61 3 9288 8000 110 61 3 8650 7777 /au Corporations Regulations 2001 Regulations Corporations Code of Ethics for Professional Professional for Ethics of Code 20 , the statement of of statement the 17, Corporations Act Corporations nulRpr 07107 Vicinity Centres AnnualReport 2017 .

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Independent Auditor’s Report continued

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.

1. Shopping Centre Investment Property Portfolio – Carrying Values and Revaluations

Why significant How the matter was addressed in the audit Vicinity Centres owns a portfolio of retail property assets In performing our audit procedures, with assistance from valued at $15,633.5 million at 30 June 2017, excluding our real estate valuation specialists, on a sample basis, assets held for sale, which represents 93.8% of total we:

assets of the Group. ► Assessed the competence of valuers, as well as the The valuation of the property portfolio, which includes independence of external valuers, and properties in a development phase and jointly held appropriateness of the scope and methodology of the investments, is based on a number of assumptions, such valuation commissioned for the purposes of the as capitalisation rates, discount rates and terminal yield, financial report.

which require significant estimation and judgement. This ► Assessed the key inputs and assumptions adopted in also includes the estimations for costs to complete and an the valuation methodologies including comparing allowance for developer’s risk and profit for properties in capitalisation rates to those derived from relevant the development phase. Minor adjustments to certain transactions and other external market sources. assumptions can lead to significant changes in the ► Compared the data used in the valuation to the valuation of the retail property assets. actual and budgeted financial performance of the As outlined in Note 4, the Group’s basis for determining underlying properties, tested as part of the audit the portfolio valuation is underpinned by valuations process. sourced from suitably qualified valuation experts and ► For properties under development, we compared the internal valuations. costs incurred to date plus estimated costs to Refer to Note 4 for a description of the accounting policy, complete to the expected value of the completed overview of the valuation methodology, process for project, as advised by external valuers. valuation (including the use of independent expert valuers ► Discussed key developments in progress with and internal valuations), significant assumptions and the Development Management. relative sensitivity of the valuation to changes in these assumptions. ► Assessed the design and operating effectiveness of key controls surrounding the development process and tested a sample of significant development spend on major projects to progress billing reports.

► Performed an analytical review of the portfolio assets with reference to external market data and portfolio performance in order to identify and investigate items that were outside of our audit expectations.

► Assessed the disclosures included in Note 4 to the financial report.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

108 Vicinity Centres Annual Report 2017 Liability limited by a scheme approved under Professional Standards Legislation A memberfirmErnst of & Young Global 3. 2. finan in to sensitive movements andare valuation techniques using estimated amounts), whichare (carrying value derivatives These report. financial counterparties Group The 2017 and issued Australian Medium Term Notes Australian Term Medium andissued 2017 assets $154.9 million were expensedand in million $ Groupincurred the portfolio, to this In relation costcovenantand profi obligations financing the influences (“ to floating by managed risks are andcurrency rate Interest liabilities Group’sinterestbearing of the information liabilities accountingpolicytreatmentthese for the to Note Refer development. assets under capitalised to manag external life indefinite of amount recoverable the The US million The Groupha Why judgemen impairmentcalculation includes The requirements. expense andcapital expenditure interest adjusted for earnings, underlying CGU’s ofon the DCFs based method Value the Fair determinedusing has been Generatin Cash Investment Property of amount recoverable the The business. management funds andasset external cash (“DCFs”) flows of the discounted using method (“Fair Value”) costof less disposal value fair trigger. an there is impairment or when annually, impairment for tested contracts are management external in outlined As contracts). management external life andfinite life indefinite to assets (relating intangible goodwilland identifiable Asat 30 June 2017 the Groupheld $ Why 2017 June at 30 assessment performed of the aAs result model. the within value andterminal rate cash flows, discount of forecasted rate growth as the such management by made estimates Group’saccounting policy, derivatives”) derivatives”) - fixed interest rate swaps and cross currency swaps rate cross currency swaps interest and fixed

private placement private InterestBearing Liabilities and Derivatives Assets Intangible of Value Carrying significant significant significant cial markets , ement contracts has been determinedonbased a contracts has been ement no impairment of goodwill or identifiable of goodwill no impairment was recorded during the year. during was recorded at 30 at borrowing borrowing g Unit (“CGU”), to which Goodwill allocated, is (“CGU”),Unit which g to maintains a portfolio of amaintains portfolio

June d

6 6 the the Group’s gearing, liquidity, solvency, solvency, gearing,Group’s liquidity,

, which have been set out in Note Note in out set been have which int currencies currencies of

, as outlined in Note Note in , as outlined

erest bearing liabilities of $ bearingliabilities erest disclosures disclosures

involve judg involve the financial report for a description of afor description report financial the 2017 costs during the year, of which year, coststhe during

notes . During the year theGroup year . Duringthe goodwill and indefinite life life andindefinite goodwill and terms

which matured in February February in matured which

in n in e ment to assess the fair fair toment assess the Limited ote ote

facilities with with facilities $ 8.0

. Th 15, 15, 599.4 7 .

million

is portfolio under the

million in million in le. le. 3,893. ts and intangible intangible were 7 . 162.9 varying varying

of the the of

, and and repaid repaid 7 .

- ► ► ► ► assets intangible and valueidentifiable of goodwillrecoverable the regarding evidence audit sufficient In obtaining audit the in addressed was matter the How ► ► ► ► ► ► audit the in addressed was matter the How ► ► we : the net assets on the balance sheet balance netassetson the the marketcapitali the comparing valuation. the allocationsadoptedin forecast cash valu consolidated Trust ( Investment Estate financial report financial Compar performance financial of the budgeted Compar Consider Consider Note 7 Note assessed We specialists involvement with abasis, On sample capitalised recognised the calculation of interest tested We 2017 derivatives a confirmed We curren bearingliabilities as interest classification of the appropriate profile,the to test Group’smaturity agreements facility material Group’scompliance with We the assessed anddrawdowns repayments, relevant effectiveness of designandoperating the assessed We ed Assess Benchmark data market external model from toobservable that intangible outlined in Note Note in outlined of derivatives, derivatives, of recording andthe reporting liabilities, bearing obtained. of EY independentviews the derivatives derivatives , with assistance from our valuations specialists, our assistance from with ation methodologies applied. ation methodologies . t or non or t

to the financial report. financial to the ed ed ed ed controls over

the disclosures included in Note includedNote in the disclosures

, we earnings multiples derived from from multiples derived earnings the in data used the to developm

ed directly with counterpartiesdirectly the key inputsand as key such assumptions the appropriateness of andthe application and the

obtained obtained the disclosures included in Note disclosuresincluded the statement of comprehensive income of comprehensive statement

flows, discount rates and overhead andoverhead rates flows, discount at the reporting date and disclosures reporting and date disclosures atthe key assumptions used by by key assumptions used

-current. tested the calculation of tested . ll 6 interestbearing liabiliti .

, including covenants, and the the and covenants,including , mo from comparable listed Real listed comparable from the the nitoring of nitoring ent properties. ent “ REIT recording and reporting recording and reporting

and external data external and the the

ation of of sation nulRpr 07109 Vicinity Centres AnnualReport 2017 ” DCFs ) entities

valuation of interest valuation of interest compliance. compliance. .

of our treasury to the actual and actualand the to

Group the business to business the

the the the Group Group the at30 June es es

in addition toin 15 and and the Group the fair value value fair . to the to the 6 6

and and i n the the n and and to to of of

’s

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Independent Auditor’s Report continued

4. Property Portfolio Transactions

Why significant How the matter was addressed in the audit Vicinity Centres undertook a significant number of For material transactions, we:

acquisitions and disposals during the year, which had a ► Reviewed the sale and purchase agreements and other material effect on the financial report. related documents.

Refer to Note 4 for the impact of the transactions on ► Assessed these transactions against the recognition, Investment Properties. derecognition, measurement and classification criteria of the Group’s accounting policies set out in Note 4 of the financial report and applicable Australian Accounting Standards. We assessed the adequacy of the disclosures in the financial report.

Information Other than the Financial Report and Auditor’s Report

The Directors are responsible for the other information. The other information comprises the information included in the Vicinity Centres’ Annual Report for the year ended 30 June 2017, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ Responsibilities for the Financial Report

The Directors are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

110 Vicinity Centres Annual Report 2017 Liability limited by a scheme approved under Professional Standards Legislation A memberfirmErnst of & Young Global 2017 August 16 Melbourne Partner Shewring David June 20 30 ended theyear Report for the Directors' in included Report the Remuneration We have audited Report Remuneration the on Opinion Report on Remuneration the Report report. auditor’s th of basis on the taken users of decisions economicthe influence to be expected could they reasonably individuallyaggregate, in the or if, material andconsidered are error or fraud from can arise Misstatements exists. it when misstatement material a detect always will Standards Auditing Australian with in accordance audit conducted an that guarantee not a is but assurance, of level high a is assurance Reasonable opinion. includes our that report an auditor’s andissue to error, or duefraud to whether misstatement, material from free is whole a as report financial the whether about assurance obtain reasonable to are objectives Our Financial the of Audit the for Responsibilities Auditor’s Ernst & Young &Ernst Young Auditing Standards. Australian with in accordance onaudit conducted our based Report, Remuneration on the opinion ended 30 theyear June for 20 VicinityLimited of Report In our opinion, the Remuneration accordance with section 300A of the of 300A section with accordance in Report Remuneration the of presentation preparation and the for responsible are Directors The Responsibilities the of 300A section with complies http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf at: website Board Standards Assurance Auditing and the at located is report financial the audit of the for responsibilities our of description A further 17.

Limited Corporations Act 2001. 2001. Act Corporations Corporations Act 2001 Act Corporations is financial report. report. financial Report Report . . Our responsibility is to express an an express to is responsibility Our . This description forms part of our part of description forms This nulRpr 07111 Vicinity Centres AnnualReport 2017 17 ,

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report Summary of Securityholders as at 14 August 2017

Spread of securityholders Number of Number of % of issued Range securityholders securities securities 11 and over 7617 11 to 1 6 166 1 to 1 11 76117 11 to 66 1 to 1 7 1 Total 24,842 3,958,650,636 100.00

The number of seurityholders holding less than a maretable arel of 17 seurities (6 on 1 August 17) is 117 and they hold 61 seurities

On–market purchase of securities uring FY17 iinity seurities were urhased onmaret at an average rie er seurity of 6 by the trustee for the SP ST and T to satisfy entitlements under these lans

Substantial securityholders Number of % of issued Company name Effective date securities securities The Gandel Grou Pty td and its assoiates 11 une 1 6616 17 BNP Paribas Nominees Pty imited as ustodian for niSuer td Setember 16 7 anguard nvestments Australia td eember 16 6 7 Blao Grou (Blao n and its assoiates) une 1 77 egg ason Asset anagement imited 1 anuary 17 116

20 largest securityholders Number of % of issued Rank Name securities held securities 1 SB ustody Nominees (Australia) imited 11717 P organ Nominees Australia imited 616767 1 itior Nominees Pty imited 17 161 BNP Paribas Nominees Pty td 11761 16 National Nominees imited 161 6 6 osslynbridge Pty td 677 1 7 Besgan No 1 Pty td 76 7 Besgan No Pty td 76 7 Besgan No Pty td 76 7 Besgan No Pty td 76 Allowater Pty td 76 11 enarth Pty td 161 1 1 BNP Paribas Noms Pty td 1 11 Braybridge Pty td 61 1 SB ustody Nominees (Australia) imited 761 1 edburn Prorietary imited 677 1 Broadgan Prorietary imited 66 1 itior Nominees Pty imited 1177 7 16 AP ife imited 17 17 Australian Foundation nvestment omany imited 167 1 Alebroo Pty td 116 1 adeliff Pty td 116 1 oondale Pty td 116 1 oseree Pty td 116 1 SB ustody Nominees (Australia) imited GS A 1 edburn Prorietary imited 76 Total 20 largest securityholders 3,617,228,353 91.38 Balane of register 1 6 Total issued capital 3,958,650,636 100.00

112 Vicinity Centres Annual Report 2017 elbourne itoriaAustralia xhibitionStreet rnst Young Auditors viinityomau Website: 61711 Facsimile: Telephone:61 71 hadstone itoria1Australia evel 11andenongoad hadstone Tower ne eistere office ihelle Brady Carolyn Reynolds Company Secretaries ai Tang Trevor Gerber Tim Hammon Peter ahan aren Penrose ebra Stirling avid Thurin(r) harles ae Angus Naughton Peter ay(hairman) Board ofDirectors under thelistingode iinity entresislistedontheAS ASX listing ASN 11 Vicinity CentresTrust as esonsiblentityfor ABN 171 Vicinity CentresRELtd and ABN 11777 Vicinity Limited omrising Vicinity Centres Corporate Directory • downloadvarioussecurityholder • heiinityentresseurity • udateyourbanaountdetails • updateyourcontactdetails • onfirmwhetheryouhavelodged • chooseyourpreferredannualreport • viewyourholdingbalanesdistribution system to: Seurityholders anusetheonline you totheinvestorentre or santheode(below)totae website atlinmaretserviesomau Servies setionoftheseurityregistrars at viinityomauorviathenvestor Seurityholder loginonourhomeage seurityholding onlinebyliing and aessinformationaboutyour You canupdateyourpersonaldetails Access yoursecurityholdingonline Post: Email: Facsimile: Facsimile: 61 7 6117 Toll Free: General seurityholderenuiries itoria Australia evel 1ollinsStreetelbourne Link MarketServicesLimited ontat theSeurityegistrar personal orpaymentdetails,please seurityholding orwishtoudateyour f youhaveueriesrelatingtoyour Security registrar instrution forms price, and Australian BusinessNumber(ABN) your Tax FileNumber(TFN)or and communicationsoptions payments andtransactionhistory Australia Sydney SouthNS1 oed BagA1 omau viinitylinmaretservies (for roxyvoting) 61 7 you mayreferyouromlainttoFS omlaint bytheesonsiblentity satisfied withtheresolutionofyour investment disutesfyouarenot exertise forbaninginsuraneand soure ofaessibleinformationand offers onsumersasinglenational omlaints resolutionshemeFS mbudsmen Servie(FS)anexternal (member no1)oftheFinanial The esonsiblentityisamember Email: investorrelationsviinityomau Investor Relations feedba isalwaysareiated a suggestionoromlaintyour lie tonowhetheryouaremaing we canimproveourservice,would Should therebesomewayyoufeelthat level ofservietoallseurityholders e areommittedtodelivering ahigh Contact VicinityCentres 1 These datesmaybesubettohange 1 une1 August1 FY1annual 1 August1 une1 xdistribution une1 eember 17 arh1 FY1interim 1 February 1 eember17 xdistribution eember17 17Annual 16 November17 une17 August17 Key dates nulRpr 07113 Vicinity Centres AnnualReport 2017 1 payment distribution results distribution for une1 Record date 1 distribution date forune payment distribution results distribution eember 17 Record datefor distribution eember 17 date for General eeting payment distribution

Corporate Summary of Independent Directors’ Notes to the Cash Flow Statements of Balance Statement of Remuneration Directors’ Directory Securityholders Auditor’s Report Declaration Financial Statements Statement Changes in Equity Sheet Comprehensive Income Report Report vicinity.com.au