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The Responsible Entity, through its Board and the executives of its parent company, Scentre Group Limited, recognises the need to establish and

maintain corporate governance policies and practices which reflect the requirements of the market regulators and participants and the expectation

of members and others who deal with the Trust. These practices and policies remain under constant review as both regulation and good practice

evolve.

This statement outlines the Responsible Entity’s main corporate governance practices during the financial year and the extent of compliance with

those practices as at the end of the financial year by reference to the third edition of the Corporate Governance Principles and Recommendations

published by the ASX Corporate Governance Council (as amended in 2014) and the Corporations Act 2001.

The corporate governance practices of the Responsible Entity should be reviewed having regard to the following:

– The Trust is a single centre property trust which owns a 50% interest in Westfield Carindale, located in suburban Brisbane, Queensland.

– The Trust is an externally managed entity. Accordingly, a number of recommendations do not apply to the Trust. However, as the Responsible

Entity is a member of Scentre Group, it has adopted, and is bound by, the terms of the various charters and policies implemented by Scentre

Group.

– Neither the Trust nor the Responsible Entity has any employees. As an externally managed entity, the operations of the Trust are carried out

by Scentre Group executives and employees (see 2.3 below). The management of the centre is also conducted by subsidiaries of Scentre Group

Limited.

Scentre Group’s corporate governance documentation, including charters and relevant corporate policies and codes, can be found in the corporate

governance section on the Trust’s website –

http://www.carindalepropertytrust.com.au/.

Scentre Group’s governance framework

1. The Board of the Responsible Entity

Scentre Group is a stapled entity comprising a company and three managed investment schemes. The Boards of Scentre Group Limited, Scentre

Management Limited (as responsible entity of Scentre Group Trust 1 and Carindale Property Trust), RE1 Limited (as responsible entity of Scentre

Group Trust 2) and RE2 Limited (as responsible entity of Scentre Group Trust 3) have common membership. Each Board has adopted a common

Board Charter which sets out the objectives and responsibilities of the Scentre Group Board.

The Board of the Responsible Entity is responsible for overseeing the effective management, governance and operation of the Trust. The Board

represents members of the Trust, and seeks to ensure that the business objectives of the Trust are aligned with the expectations of members, and

that the operations of the Trust are being effectively managed in a manner that is focussed on those business objectives, as well as conforming to

regulatory and governance requirements.

As noted, the Board of the Responsible Entity, Scentre Management Limited, is identical to the Boards of Scentre Group Limited, RE1 Limited and

RE2 Limited. Directors (other than the Chief Executive Officer, as Managing Director) are subject to election or re–election by securityholders of

Scentre Group at the Annual General Meeting (AGM) of Scentre Group Limited. If a Director ceases to be a Director of Scentre Group Limited for

any reason, they must also resign as a Director of the Responsible Entity, RE1 Limited and RE2 Limited.

Notwithstanding that recommendations 1.1 to 1.7, 2.1, 2.2, 2.4 to 2.6 and 8.1 to 8.3 are not applicable to the Trust as an externally managed entity;

the following describes the corporate governance practices of the Responsible Entity as part of Scentre Group.

1.1 Board Charter and Board Responsibility

The Board Charter is a statement of the practices and processes the Board has adopted in order to discharge its responsibilities to members. This

includes the processes implemented by Board in relation to undertaking its own tasks and activities, matters that are specifically reserved for the

consideration by the Board and the delegation of authority to the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), including the limits

on the exercise of that authority by the CEO and CFO.

Specifically, the Board reserves its decision making authority over the following matters (with a power of delegation to a committee of the Board,

the CEO or another nominated member of the senior management team).

Corporate Governance Statement

Board Committees

Key Management

Committees

Board of Directors

Chief Executive Officer

and Chief Financial Officer

Nomination

Committee

Executive Committee

(including Risk)

Treasury Finance

Committee

Human Resources

Committee

Delegation

Audit and Risk

Committee

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