Vicinity Centres : Notice of 2020 Annual General Meeting and proxy form

9 October 2020

Market Announcements Office

Australian Securities Exchange

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

Vicinity Centres 2020 Annual General Meeting

Please find attached the notice of meeting, explanatory memorandum and proxy form for the virtual 2020 Annual General Meeting of Vicinity Limited and meeting of the Unitholders of Vicinity Centres Trust to be held concurrently on Thursday, 12 November 2020 at 11.00am (AEDT) (AGM).

These documents, together with a Virtual Meeting Online Guide outlining how to participate in the virtual AGM, can be accessed from Vicinity Centres' dedicated 2020 AGM webpage at vicinity.com.au/campaign/2020agm.

Authorised for lodgement by:

Rohan Abeyewardene

Group Company Secretary

Vicinity Centres
National Office		Vicinity Limited ABN 90 114 757 783
Level 4, Chadstone Tower One		and Vicinity Centres RE Ltd
1341 Dandenong Road	T [phone]	ABN 88 149 781 322
PO Box 104	F [phone]	As responsible entity for:
Chadstone VIC 3148	vicinity.com.au	Vicinity Centres Trust ARSN 104 931 928

Notice of Meeting and

Explanatory Memorandum

2020

The 2020 Annual General Meeting (AGM) will be held as a virtual meeting on

Thursday 12 November 2020 at 11.00am (AEDT).

If you are unable to attend the AGM, you can lodge your vote by proxy

using the instructions in this Notice of Meeting.

A Message from the Chairman

Dear Securityholder

It is my pleasure to invite you to attend Vicinity Centres' virtual 2020 Annual General Meeting, which will comprise the Annual General Meeting of Vicinity Limited and a meeting of the Unitholders of Vicinity Centres Trust, to be held concurrently (AGM).

In light of restrictions associated with COVID-19 and Vicinity's commitment to the health and safety of our Securityholders, Directors and employees, and the broader community, our 2020 AGM will be held virtually (online) on Thursday 12 November 2020 commencing at 11.00am (AEDT) and not at a physical location. On the day, Vicinity's 2020 AGM can be accessed at agmlive.link/VCX20.

Instructions regarding how Securityholders can attend and participate at our virtual AGM are provided in the enclosed Notice of Meeting and associated Explanatory Memorandum, which also set out the items of business to be considered at the AGM, including:

• Vicinity's FY20 financial statements and reports,
• Vicinity's FY20 Remuneration Report,
• the grant of equity to Vicinity's CEO and Managing Director, Mr Grant Kelley, as part of his remuneration arrangements for FY21, and
• the ratification of Securities issued pursuant to an institutional placement in June 2020.

We are also seeking approval of the re-election of Directors, Mr Peter Kahan and Ms Karen Penrose, who both continue to make excellent contributions to the Board.

We welcome the opportunity to engage with our Securityholders at the AGM and encourage you to submit any questions you may have in advance of the AGM by emailing them to [e-mail] to 5.00pm (AEDT) on Thursday 5 November 2020. We will endeavour to address the themes most frequently raised during our AGM presentations and answer as many questions as possible during question time on the day.

If you do not plan to attend the virtual AGM, we encourage you to vote by proxy electronically through the Security Registry's website linkmarketservices.com.auby no later than 11.00am (AEDT) on Tuesday 10 November 2020. Other methods for voting and proxy submission are outlined on pages 3 and 14 of this Notice respectively.

We look forward to your participation at the 2020 virtual AGM. On behalf of the Board, thank you for your continued support of Vicinity.

Yours faithfully

Trevor Gerber

Chairman

Terminology

A number of terms used in this Notice of Meeting (including the Explanatory Memorandum) and the accompanying letter from the Chairman are defined in the Glossary at the end of the Explanatory Memorandum. References to 'Vicinity', 'Group', 'we', 'us' and 'our' are to Vicinity Centres unless otherwise stated.

Important information

You should read this document in full. It contains important information to assist you in your voting decision. If you have any questions about the items of business, please contact Vicinity's Securityholder Information Line on [phone] between 8.30am and 5.30pm (AEDT) Monday to Friday (excluding public holidays).

02 Vicinity Centres Notice of Annual General Meeting 2020

How to Participate in the Virtual AGM

Format of the meeting

• In the interest of the health and safety of Securityholders, Directors and employees, and the broader community in the context of the COVID-19 pandemic, including the restrictions on physical gatherings, the Board has decided to hold the 2020 AGM virtually (online).
• The AGM will be made accessible to Securityholders via an online platform,agmlive.link/VCX20, that will display
  a live webcast of the meeting, including the Chairman's address and CEO and Managing Director's address.
• The online platform will provide Securityholders the opportunity to vote and ask questions in relation to the business of the meeting in real time. All resolutions will be decided by a poll.

Virtual Meeting Online Guide

• A Virtual Meeting Online Guide, outlining how to participate in the virtual AGM including how to vote and ask questions, can be found on our dedicated 2020 AGM webpagevicinity.com.au/campaign/2020agm.

Voting ahead of the meeting

• If you are unable to participate in the virtual AGM, or will not have access to a mobile device or the internet, you are encouraged to appoint a proxy to vote on your behalf. Your proxy nomination must be lodged no later than 11.00am (AEDT) on Tuesday 10 November 2020.
• You can lodge your vote by proxy using the following methods:
  Submit your proxy vote online or via mobile device:
  Step 1: Go to linkmarketservices.com.auand enter 'Vicinity Centres' as the Issuer OR access using the QR code below.

Step 2: Enter your Holder Identifier, being your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), and post code.

Step 3: Enter the security code, read and accept the terms and conditions and click 'Login'.

Step 4: Select 'Voting' to lodge your vote.

Request a hard copy:

You can request a hard copy proxy form by contacting Vicinity's Security Registrar on [phone] and return it to Vicinity via:

Mail

Vicinity Centres

c/- Link Market Services Limited Locked Bag A14

Sydney South NSW 1235 Australia

Facsimile

[phone]

• Further information on how to appoint a proxy is set out in the Additional Information on page 14 of this
  Notice, including specific instructions for corporate representatives and Securityholders intending to appoint an attorney.

Questions at the AGM

• Securityholders can submit questions in advance of the AGM (whether or not they are able to attend the AGM) by [e-mail] to 5.00pm (AEDT) on Thursday
  5 November 2020.
• Securityholders may also submit questions during the virtual AGM. Instructions on how to submit questions live during
  the meeting can be found in the Virtual Meeting Online Guide.
• Questions for the Auditor should also be submitted in accordance with this process.

Vicinity Centres Notice of Annual General Meeting 2020

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