Scentre : Appendix 3G

This appendix is not available as an online form
Please fill in and submit as a PDF announcement	+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	Scentre Group (Group)
	We (the entity here named) give notice of the issue,
	conversion or payment up of the following unquoted
	+securities.
1.2	*Registration type and number	Scentre Group Limited ABN 66 001 671 496
	Please supply your ABN, ARSN, ARBN, ACN or	Scentre Group Trust 1 ARSN 090 849 746
	another registration type and number (if you supply	Scentre Group Trust 2 ARSN 146 934 536
	another registration type, please specify both the type
	of registration and the registration number).	Scentre Group Trust 3 ARSN 146 934 652
1.3	*ASX issuer code	SCGAA
1.4	*This announcement is	☒ A new announcement
	Tick whichever is applicable.	☐ An update/amendment to a previous
		announcement
		☐ A cancellation of a previous
		announcement
1.4a	*Reason for update	Not applicable
	Mandatory only if "Update" ticked in Q1.4 above. A
	reason must be provided for an update.
1.4b	*Date of previous announcement to this	Not applicable
	update
	Mandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellation	Not applicable
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to this	Not applicable
	cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.5	*Date of this announcement	22 September 2020

+ See chapter 19 for defined terms	Page 1
31 January 2020

	This appendix is not available as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	Part 2 - Type of issue
	Question	Question	Answer
	No.
	2.1	*The +securities the subject of this	☐ +Securities issued as a result of options
		notification are:	being exercised or other +convertible
		Select whichever item is applicable.	+securities being converted and that are
		If you wish to notify ASX of different types of issues of	not to be quoted on ASX
		securities, please complete a separate Appendix 3G	☐ Partly paid +securities that have been
		for each type of issue.	fully paid up and that are not to be
			quoted on ASX
			☒ +Securities issued under an +employee
			incentive scheme that are not being
			immediately quoted on ASX
			☐ Other [please specify]
			If you have selected 'other' please provide the
			circumstances of the issue here:
	2.2a.1	Please state the number and type of	Not applicable
		options that were exercised or other
		+convertible securities that were converted
		(including their ASX security code if
		available)?
		Answer this question if your response to Q2.1 is
		"securities issued as a result of options being
		exercised or other convertible securities being
		converted and that are not to be quoted on ASX".
	2.2a.2	And the date the options were exercised or	Not applicable
		other +convertible securities were
		converted:
		Answer this question if your response to Q2.1 is
		"securities issued as a result of options being
		exercised or other convertible securities being
		converted and that are not to be quoted on ASX".
		Note: If this occurred over a range of dates, enter the
		date the last of the options was exercised or
		convertible securities was converted.
	2.2b.1	Please state the number and type of partly	Not applicable
		paid +securities that were fully paid up
		(including their ASX security code if
		available)?
		Answer this question if your response to Q2.1 is
		"partly paid securities that have been paid up and that
		are not to be quoted on ASX".
	2.2b.2	And the date the +securities were fully paid	Not applicable
		up:
		Answer this question if your response to Q2.1 is
		"partly paid securities that have been paid up and that
		are not to be quoted on ASX".
		Note: If this occurred over a range of dates, enter the
		date the last of the securities was fully paid up.
	2.2c.1	Please state the number and type of	6,697,230 performance rights (ASX: SCGAA)
		+securities (including their ASX security	issued as Retention Awards under the
		code) issued under an +employee	Group's Performance Rights Plan
		incentive scheme that are not being
		immediately quoted on ASX
		Answer this question if your response to Q2.1 is
		"securities issued under an employee incentive
		scheme that are not being immediately quoted on
		ASX".

+ See chapter 19 for defined terms	Page 2
31 January 2020

This appendix is not available as an online form			Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
					payment up of equity +securities
	2.2c.2		*Please attach a document or provide	A summary of key terms of the Retention
			details of a URL link for a document lodged	Awards is attached
		with ASX detailing the terms of the
		+employee incentive scheme or a
		summary of the terms.
			Answer this question if your response to Q2.1 is
			"securities issued under an employee incentive
			scheme that are not being immediately quoted on
			ASX".
	2.2c.3		*Are any of these +securities being issued	Yes
		to +key management personnel (KMP) or
		an +associate
			Answer this question if your response to Q2.1 is
			"securities issued under an employee incentive
			scheme that are not being immediately quoted on
			ASX".
	2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them.
			Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are
			not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table
			below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
			KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,
			insert the name of the associate in "Name of registered holder".
			Name of KMP	Name of registered holder		Number of +securities
			Peter Allen	Same			1,650,000 performance
							rights
			Elliott Rusanow	Same			926,097 performance
							rights
	2.2d.1	*The purpose(s) for which the entity is	☐ To raise additional working capital
		issuing the +securities is:		☐ To fund the retirement of debt
			Answer this question if your response to Q2.1 is
			☐ To pay for the acquisition of an asset
			"Other".
			You may select one or more of the items in the list.	[provide details below]
					☐ To pay for services rendered
					[provide details below]
					☐ Other [provide details below]
					Additional details:
	2.2d.2		Please provide any further information	Not applicable
			needed to understand the circumstances in
			which you are notifying the issue of these
			+securities to ASX, including (if applicable)
			why the issue of the +securities has not
			been previously announced to the market
			in an Appendix 3B
			You must answer this question if your response to
			Q2.1 is "Other". If there is no other information to
			provide, please answer "Not applicable" or "N/A".
	2.3		*The +securities being issued are:	☒ Additional +securities in an existing
			Tick whichever is applicable		unquoted class that is already recorded
					by ASX ("existing class")
					☐ New +securities in an unquoted class
					that is not yet recorded by ASX ("new
					class")

+ See chapter 19 for defined terms	Page 3
31 January 2020

This appendix is not available as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
	payment up of equity +securities

Part 3A - number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question	Question	Answer
No.
3A.1	*ASX security code & description	SCGAA
		Summary of key terms are attached.
3A.2	*Number of +securities being issued	6,697,230
3A.3a	*Will the +securities being issued rank	Yes
	equally in all respects from their issue date
	with the existing issued +securities in that
	class?
3A.3b	*Is the actual date from which the	Not applicable
	+securities will rank equally (non-ranking
	end date) known?
	Answer this question if your response to Q3A.3a is
	"No".
3A.3c	*Provide the actual non-ranking end date	Not applicable
	Answer this question if your response to Q3A.3a is
	"No" and your response to Q3A.3b is "Yes".
3A.3d	*Provide the estimated non-ranking end	Not applicable
	period
	Answer this question if your response to Q3A.3a is
	"No" and your response to Q3A.3b is "No".
3A.3e	*Please state the extent to which the	Not applicable
	+securities do not rank equally:
	• in relation to the next dividend,
	distribution or interest payment; or
	• for any other reason
	Answer this question if your response to Q3A.3a is
	"No".
	For example, the securities may not rank at all, or may
	rank proportionately based on the percentage of the
	period in question they have been on issue, for the
	next dividend, distribution or interest payment; or they
	may not be entitled to participate in some other event,
	such as an entitlement issue.

Part 3B - number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

Question	Question	Answer
No.
3B.1	*Security description	Not applicable
3B.2	*Security type	☐ Ordinary fully or partly paid shares/units
	Select one item from the list that best describes the	☐ Options
	securities the subject of this form. This will determine
	more detailed questions to be asked about the security	☐ +Convertible debt securities
	later in this section. Select "ordinary fully or partly paid	☐ Non-convertible +debt securities
	shares/units" for stapled securities or CDIs. For interest
	rate securities, please select the appropriate choice	☐ Redeemable preference shares/units
	from either "Convertible debt securities" or "Non-
	convertible debt securities". Select "Other" for	☐ Other
	performance shares/units and performance
	options/rights or if the selections available in the list do
	not appropriately describe the security being issued.

+ See chapter 19 for defined terms	Page 4
31 January 2020