Notice of Annual General Meeting

The Reject Shop Limited ABN 33 006 122 676

The Annual General Meeting ("AGM") of The Reject Shop Limited will be held at Bridge Room No.1, Crowne Plaza, 1-5 Spencer Street, Melbourne, at 3.30pm Wednesday 17 October 2012.

Agenda

ORDINARY BUSINESS 1. Financial Statements and Reports

To receive and consider the Directors' Report, Financial Statements and Independent Audit
Report for the financial period ended 1 July 2012.

2. Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That the Remuneration Report for the financial period ended 1 July 2012 be adopted".

Note - the vote on this resolution is advisory only and does not bind the directors or the

Company.

3. Re-election of a Director - Mr. Kevin Elkington

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr. Kevin Elkington, who will retire at the close of the meeting in accordance with article 9.3 of the Company's Constitution and being eligible, be re-elected as a director of the Company."

4. Re-election of a Director - Mr. Denis Westhorpe

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr. Denis Westhorpe, who will retire at the close of the meeting in accordance with article 9.3 of the Company's Constitution and being eligible, be re-elected as a director of the Company."

SPECIAL BUSINESS 5. Approval of the Grant of Performance Rights to Managing Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 of the ASX Limited (ASX) and for all other purposes, approval be and is hereby given to grant performance rights to Mr. Christopher J Bryce, a director of the Company, to subscribe for up to 35,600 shares in the Company for an aggregate exercise price of $1 pursuant to and in accordance with the terms and conditions summarised in the Explanatory Notes and that approval be given to Mr. Bryce exercising these performance rights accordingly."

1334726-v2MELDMS

OTHER BUSINESS

To deal with any other business that may be brought in accordance with the Constitution and the Corporations Act 2001 (Cth).

By Order of the Board
Darren Briggs
Company Secretary
10 September, 2012

EXPLANATORY NOTES

Item 1 Financial Statements and Reports

During this item, there will be an opportunity for shareholders to ask questions and comment on the
Directors' Report, Financial Statements and Independent Audit Report for the financial period ended 1
July 2012.
Shareholders will also be provided the opportunity to ask questions about the Company generally.

Item 2 Adoption of Remuneration Report

The Board submits its Remuneration Report to shareholders for consideration and adoption by way of non-binding resolution.
This resolution is advisory only and does not bind the directors of the Company. However, under changes to the Corporations Act 2001 (Cth) which came into effect on 1 July 2011, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill
resolution") that another meeting be held within 90 days of the AGM (a "spill meeting") at which all of
the Company's directors (other than the Managing Director) cease to hold office immediately before the end of the spill meeting and resolutions to re-elect these directors to the offices be put to vote at the spill meeting.
The Remuneration Report is set out on pages 18 to 26 of The Reject Shop Limited 2012 Annual
Report. The Remuneration Report: