Carindale Property Trust : CDP – Notice of change of interest of substantial holder

1. Details of substantial holder (1)

   Name	Scentre Management Limited as responsible entity of Scentre Group Trust 1 ("Scentre Management Limited") and each of its related bodies corporate listed in Annexure B
   ACN/ARSN (if applicable)	ARSN 090 849 746

   There was a change in the interests of the substantial holder on	14 / 09 / 2016
   The previous notice was given to the company on	22 / 08 / 2000
   The previous notice was dated	22 / 08 / 2000

2. Previous and present voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary Units	35,000,000	50.00%	36,965,568	52.81%

3. Changes in relevant interests

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   Refer Annexure A.

4. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Scentre Management Limited	Scentre Management Limited	Scentre Management Limited	Registered holder - section 608(1)(a)	35,000,000 Ordinary Units	35,000,000
   Scentre Management Limited	Unknown	Scentre Management Limited	Enforceable right to acquire the shares purchased by special crossing - section 608(8)	1,965,568 Ordinary Units	1,965,568 Ordinary Units

5. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association
   N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one class unless divided into separate classes.

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

8. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

9. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

10. If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

"ANNEXURE A"

This is Annexure A of 1 page, referred to in Form 604 - Notice of change of interests of substantial holder

…………………………………………………………………….

PAUL GIUGNI, COMPANY SECRETARY DATE: 16 SEPTEMBER 2016

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
24/02/2016	Scentre Management Limited	On-market purchase	$141,595.35	19,277 Ordinary Units	19,277
25/02/2016	Scentre Management Limited	On-market purchase	$546,867.43	73,904 Ordinary Units	73,904
02/03/2016	Scentre Management Limited	On-market purchase	$1,845,443.22	242,879 Ordinary Units	242,879
22/03/2016	Scentre Management Limited	On-market purchase	$225,441.12	29,508 Ordinary Units	29,508
08/04/2016	Scentre Management Limited	On-market purchase	$760,000.00	100,000 Ordinary Units	100,000
14/09/2016	Scentre Management Limited	Special Crossing	$12,180,000.00	1,500,000 Ordinary Units	1,500,000

"ANNEXURE B"

This is Annexure B of 4 pages, referred to in Form 604 - Notice of change of interests of substantial holder

…………………………………………………………………….

PAUL GIUGNI, COMPANY SECRETARY DATE: 16 SEPTEMBER 2016

Related Body Corporate	Company number	Registered Office address
1	Adurant Pty. Limited	003 155 628	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
2	Alphen Pty. Limited	052 136 348	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
3	Amondi Pty Limited	087 465 763	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
4	Annsa Pty Ltd	093 890 236	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
5	Gaural Pty. Limited	003 101 924	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
6	Lourens Pty. Limited	076 681 797	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
7	Lycus Pty. Limited	002 253 161	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
8	Marchet Pty Limited	008 625 250	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
9	Orta Pty. Limited	008 617 810	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
10	Parliv Pty Limited	056 002 558	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
11	RE Holding Company Pty Limited	145 734 489	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
12	RE Nominee Company Pty Limited	146 211 930	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
13	RE1 Limited	145 743 862	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
14	RE2 Limited	145 744 065	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
15	Regional Shopping Centre Nominees Pty. Limited	050 044 785	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
16	Samel Pty. Limited	008 620 586	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
17	Scentre Alliances Carindale Pty Limited	098 563 252	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
18	Scentre Alliances Pty Limited	098 357 521	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
19	Scentre Capital Assets Pty Limited	003 146 307	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
20	Scentre Capital Corporation Pty Limited	008 589 384	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia
21	Scentre Capital Financial Services Pty Limited	008 618 166	Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia