Prospectus and Product Disclosure Statement Date of this In relation to an offer of 414.1 million Stapled Securities, each comprising Offer Document one Unit in Viva Energy REIT Trust (ARSN 613 146 464) and one Share in 11 July 2016 Viva Energy REIT Limited (ACN 612 986 517). Joint Lead Managers Important notices This information is important and requires your attention No cooling-off rights It is important that you read this Offer Document carefully and in its Cooling-off rights do not apply to an investment in the Stapled entirety prior to making your investment decision with respect to the Securities pursuant to the Offer. This means that, in most Offer. In particular you should pay careful consideration to the risk circumstances, you will be unable to withdraw your Application factors outlined in Section 10 of this Offer Document as they relate once it has been accepted. to your personal investment objectives, financial circumstances and Rights and liabilities attached to the Stapled Securities needs. If you have any queries or uncertainties relating to aspects of All Stapled Securities will rank equally in all respects. Details of the this Offer Document or the Offer, please consult your stockbroker, rights and liabilities attached to each Stapled Security are set out in accountant or other independent financial adviser before deciding Section 13.14 of this Offer Document and in the Constitutions of the whether to invest. Company and the Trust. A copy of each of those documents will be The issuer made available for inspection at the registered office of Viva Energy This Offer Document is issued by Viva Energy REIT and relates to REIT within normal business hours. an offer of Shares and Units in Viva Energy REIT. Viva Energy REIT Electronic PDS comprises: An electronic copy of this Offer Document may be viewed online by • VER Limited (ABN 43 609 868 000) (AFSL 483795) as Australian and New Zealand residents at www.vivaenergyreit.com.au. responsible entity of the Viva Energy REIT Trust (ARSN 613 146 The Offer made under this Offer Document when in electronic 464); and form is available only to persons receiving this Offer Document in • Viva Energy REIT Limited (ACN 612 986 517). electronic form in Australia or New Zealand. If you access the Offer Document electronically, please ensure that you download and read Product disclosure statement the Offer Document in its entirety. To the extent that this Offer Document relates to an offer of Units A paper form of this Offer Document can be obtained, free of in the Trust, it is a product disclosure statement for the purposes charge, during the Offer Period by contacting the Viva Energy REIT of Part 7.9 of the Corporations Act and has been issued by the Offer Information Line on 1800 810 827 (toll free within Australia) or Responsible Entity. +61 1800 810 827 between 8.30am and 5.30pm (Melbourne time) Prospectus Monday to Friday (excluding public holidays). To the extent that this Offer Document relates to an offer of Shares Applications for Stapled Securities will only be considered if applied in the Company, it is a prospectus for the purposes of Chapter 6D of for on an Application Form attached to or accompanied by a copy the Corporations Act and has been issued by the Company. of this Offer Document (refer to Section 5 for further information). Stapled Securities The Corporations Act prohibits any person from passing the The Offer is for Stapled Securities, each comprising one Unit in the Application Form on to another person unless it is accompanied by Trust and one Share in the Company. Refer to Section 5 for further this Offer Document in its paper form or the complete and unaltered details of the Offer. electronic form. Lodgement and listing Exposure period This Offer Document is dated 11 July 2016 and was lodged with The Corporations Act prohibits Viva Energy REIT from processing ASIC on that date. Viva Energy REIT will apply for the admission Applications in the seven day period after the date of lodgement of Viva Energy REIT to the Official List of ASX and the quotation of the Offer Document (Exposure Period). This period may be of the Stapled Securities on ASX. Neither ASIC nor ASX takes any extended by ASIC by up to a further seven days. The purpose of the responsibility for the contents of this Offer Document or the merits Exposure Period is to enable the Offer Document to be examined by of the investment to which this Offer Document relates. market participants before the sale of Stapled Securities. ASX reserves the right (but without limiting its absolute discretion) Applications received during the Exposure Period will not be to remove one or more entities with stapled securities from the ASX processed until after the expiry of that period. No preference will be Official List if any of their securities cease to be “stapled” together, or conferred on Applications received during the Exposure Period. No any equity securities are issued by one entity which are not stapled offer is being made to New Zealand investors during the Exposure to equivalent securities in the other entity or entities. Period. Not investment advice Expiry date The information contained in this Offer Document should not be This Offer Document expires on 12 August 2017, 13 months after taken as financial product advice and has been prepared as the date of the Offer Document. No Stapled Securities will be issued general information only, without consideration for your particular on the basis of the Offer Document after that date. investment objectives, financial circumstances or particular needs. Overseas investors In particular you should pay careful consideration to the risk factors This Offer Document does not constitute an offer or invitation of outlined in Section 10 in light of your personal circumstances, Stapled Securities in any place in which, or to any person to whom, recognising that other risk factors may exist in addition to those it would not be lawful to make such an offer or invitation. identified and should also be considered before deciding whether Distribution of this Offer Document outside of Australia and New to invest. Zealand (whether electronically or otherwise) may be restricted by If you have any queries or uncertainties relating to aspects of this law. Persons who receive this Offer Document outside of Australia Offer Document or the Offer, please consult your stockbroker, and New Zealand are required to observe any such restrictions. accountant or other independent financial adviser before deciding Failure to comply with such restrictions may find you in violation of whether to invest. applicable security laws. Similarly, the tax implications of your investment will vary depending Unless otherwise agreed with Viva Energy REIT, any person on your personal financial circumstances and investment objectives. subscribing for Stapled Securities in the Offer shall by virtue of such You should consider the tax implications outlined in Section 11 of subscription be deemed to represent that they are not in a jurisdiction this Offer Document and obtain and rely on your own professional which does not permit the making of an offer or invitation as detailed taxation advice prior to deciding whether to invest in this Offer. in this Offer Document, and are not acting for the account or benefit of a person within such jurisdiction. Viva Energy Australia Prospectus 2016 Important notices (cont) None of Viva Energy REIT, the Joint Lead Managers, nor any Trading on financial product market of their respective directors, officers, employees, consultants, If the financial products are able to be traded on a financial product agents, partners or advisers accepts any liability or responsibility to market and you wish to trade the financial products through that determine whether a person is able to participate in the Offer. market, you will have to make arrangements for a participant in that See Section 14.19 for further details. market to sell the financial products on your behalf. If the financial Important information related to U.S. securities law product market does not operate in New Zealand, the way in which restrictions the market operates, the regulation of participants in that market, and the information available to you about the financial products The Offer is not an offer or invitation in any jurisdictions where, or to and trading may differ from financial product markets that operate any person to whom, such an offer or invitation would be unlawful. in New Zealand. This Offer Document may not be distributed in the United States or elsewhere outside Australia or New Zealand unless it is attached Updated information to, or constitutes part of, the International Offering Circular that Information regarding the Offer may need to be updated from time describes selling restrictions applicable in the United States and to time. Any updated information about the Offer that is considered other jurisdictions outside Australia or New Zealand, and may only not materially adverse to investors will be made available on the Viva be distributed to persons to whom the Offer may be lawfully made in Energy REIT website at www.vivaenergyreit.com.au and Viva Energy accordance with the laws of any applicable jurisdiction. REIT will provide a copy of the updated information free of charge to The Stapled Securities have not been, and will not be, registered any eligible investor who requests a copy by contacting the Viva Energy under the U.S. Securities Act or the securities laws of any state or REIT Offer Information Line on 1800 810 827 (toll free within Australia) other jurisdiction of the United States and may not be offered or or +61 1800 810 827 (outside Australia) between 8.30am and 5.30pm sold in the United States except in transactions exempt from, or not (Melbourne time) Monday to Friday (excluding public holidays).