Company Announcements

NEW YORK and SYDNEY, April 30, 2026 /PRNewswire/ -- RE1 Limited, in its capacity as responsible entity and trustee of Scentre Group Trust 2 (the "Offeror"), a trust forming part of the stapled entity Scentre Group (ASX: SCG) ("Scentre Group"), announced today the consideration payable as set forth in the table below in respect of its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding Subordinated Non-Call 10 Fixed Rate Reset Notes due 2080 (the "Notes"). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated April 22, 2026 (the "Offer to Purchase"). The Tender Offer will expire at 5:00 p.m., New York City time, on April 30, 2026, or any other date and time to which the Offeror extends the Tender Offer (such date and time, the "Expiration Time"), unless earlier terminated.

Consideration and Accrued Interest

(1) Per US$1,000 principal amount. The Purchase Price was calculated using the Reference Yield of the U.S. Treasury Reference Security and the Fixed Spread, and was calculated with reference to the First Call Date, as detailed further in the Offer to Purchase

The consideration of US$1,009.09 per US$1,000 principal amount for Notes (the "Purchase Price") validly tendered and accepted for purchase pursuant to the Tender Offer was determined in accordance with the formula set forth in Schedule A of the Offer to Purchase by reference to the fixed spread specified in the table above plus the Reference Yield (as defined in the Offer to Purchase) at 1:30 p.m., New York City time, today, April 30, 2026, as specified in the table above.

To be eligible to receive the Purchase Price plus Accrued Interest (each as defined below), holders must either (i) validly tender their Notes at or prior to the Expiration Time, or (ii) (A) deliver a properly completed and duly executed notice of guaranteed delivery (substantially in the form attached as Annex 1 to the Offer to Purchase) and the other required documents in accordance with the guaranteed delivery procedures described under "The Terms of the Tender Offer— Procedures for Tendering—Guaranteed Delivery" in the Offer to Purchase (the "Guaranteed Delivery Procedures") at or prior to the Expiration Time and (B) deliver their Notes at or prior to 5:00 p.m., New York City time, on the second business day after the Expiration Time, which is expected to be May 4, 2026 (the "Guaranteed Delivery Deadline").

In addition to the Purchase Price, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from and including the last semi-annual interest payment date up to, but not including, the Settlement Date, payable on the Settlement Date or the Guaranteed Delivery Settlement Date (each as defined below), as applicable ("Accrued Interest"). For the avoidance of doubt, interest will cease to accrue on the Notes on the day before the Settlement Date for all Notes accepted for purchase, including those tendered in accordance with the Guaranteed Delivery Procedures.

Substantial Repurchase Event

Under the terms and conditions governing the Notes, the Offeror may, subject to applicable laws, redeem all of the outstanding Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest up to but excluding the redemption date if the Offeror has repurchased and canceled in aggregate 75% or more of the principal amount of Notes originally issued, which is referred to in the terms and conditions as a "Substantial Repurchase Event". The aggregate principal amount of Notes originally issued was US$1,500,000,000. As of the date of the Offer to Purchase, the Offeror has already repurchased and canceled US$187,944,000 in principal amount of Notes. As a result, if the Offeror repurchases and cancels US$937,056,000 or more in principal amount of Notes under the Tender Offer, being approximately 71.4% of the outstanding principal amount of Notes as at April 22, 2026, the Offeror will be able to exercise this redemption right (subject to applicable laws). If the Offeror repurchases the foregoing amount or more under the Tender Offer, it intends to exercise its redemption right as soon as practicable after completion of the Tender Offer.

If, following the Tender Offer, the Offeror has and exercises the right to redeem the remaining Notes at par, holders that do not participate in the Tender Offer will receive a lower price for their Notes than the Purchase Price. Holders should note, however, that (a) the Offeror will only have the right to redeem the remaining Notes at par if US$937,056,000 or more of Notes are repurchased in the Tender Offer, and (b) although the Offeror intends to redeem the remaining Notes at par after the Tender Offer if it has the right to do so, it may choose not to exercise this right because of changed circumstances or any other reason.

Settlement

The Tender Offer will expire at the Expiration Time. The Offeror will pay for the Notes that are validly tendered and accepted for purchase either on the date referred to as the "Settlement Date" or on the date referred to as the "Guaranteed Delivery Settlement Date", as applicable. The Offeror anticipates that the Settlement Date for Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be May 5, 2026, the third business day after the Expiration Time. The Offeror anticipates that the Guaranteed Delivery Settlement Date for Notes (i) for which a properly completed and duly executed notice of guaranteed delivery and the other required documents in accordance with the Guaranteed Delivery Procedures are delivered at or prior to the Expiration Time and (ii) delivered at or prior to the Guaranteed Delivery Deadline (and not prior to the Expiration Time) and that are accepted for purchase will be May 5, 2026, the first business day after the Guaranteed Delivery Deadline.

The Offeror's obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions as described in the Offer to Purchase. The Tender Offer may be terminated or withdrawn, subject to applicable law. The Offeror reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer, or (iii) otherwise amend the Tender Offer in any respect.

Dealer Managers and Tender and Information Agent

The Offeror has appointed Merrill Lynch International and SMBC Bank International plc as dealer managers (the "Dealer Managers") for the Tender Offer. The Offeror has retained Global Bondholder Services Corporation as the tender and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Merrill Lynch International at +44 207 996 5420 (international) or +1 (888) 292-0070 (U.S. toll-free) or DG.LM-APAC@bofa.com (email) or SMBC Bank International plc at +44 20 4507 5020 (international) or gblocapitalsolutions@gb.smbcgroup.com (email). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (855) 654‑2015 (toll-free) or 001‑212‑430-3774 (international), by email at contact@gbsc‑usa.com or at www.gbsc-usa.com/scentre/.

This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Neither the Offer to Purchase nor any disclosure document (as defined in the Australian Corporations Act 2001) in relation to the Notes has been or will be lodged with the Australian Securities and Investments Commission, and in Australia, the Tender Offer is only available to persons to whom an offer or invitation can be made without disclosure in accordance with Parts 6D.2 or 7.9 of the Australian Corporations Act.

From time to time after completion of the Tender Offer, the Offeror or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Offeror may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.

About Scentre Group

We acknowledge the Traditional Owners and communities of the lands on which our business operates. We pay our respect to Aboriginal and Torres Strait Islander cultures and to their Elders past and present.

We recognise the unique role of Māori as Tangata Whenua of Aotearoa/New Zealand.

Scentre Group (ASX: SCG) owns 42 Westfield destinations across Australia and New Zealand encompassing approximately 12,000 outlets. Our Purpose is creating extraordinary places and experiences that connect, enrich and are essential to our communities. Our Ambition is to create the places more people choose to come, more often and for longer.

This release contains forward-looking statements. Forward-looking statements are information of a non‑historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. You should not place undue reliance on these forward-looking statements. Except as required by law or regulation (including the ASX Listing Rules) neither the Offeror nor Scentre Group undertake any obligation to update these forward-looking statements.

Media Contact:
Scentre Group Corporate Affairs
corporateaffairs@scentregroup.com 

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SOURCE Scentre Group