Westfield Retail : Notices of Meeting and Proxy Form

14 April 2014

The Manager

Company Announcements Office

ASX Limited

Level 4, Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

WESTFIELD RETAIL TRUST (ASX: WRT) NOTICE OF ANNUAL MEETING AND PROXY FORM

Please find attached the following documents:

1. Notice of Meeting and Explanatory Notes for the Annual Meeting of

Westfield Retail Trust 1 and Westfield Retail Trust 2 to be held on Thursday

29 May 2014, commencing at 2.00pm (AEST); and

2. Proxy form for the Annual Meeting of Westfield Retail Trust 1 and Westfield

Retail Trust 2.

These documents will be despatched to securityholders on or around 28 April 2014

and may be accessed at the Trust's website at:

http://www.westfieldretailtrust.com/investor-centre/annual-meeting-2014

Yours faithfully

WESTFIELD RETAIL TRUST

Katherine Grace

Company Secretary

Encl.

NOTICES OF MEETING

NOTICES OF MEETING

NOTICES OF MEETING

NOTICE is hereby given by RE1 Limited (ABN 80 145 743 862) as responsible entity of Westfield Retail Trust 1 (ARSN 146 934 536) of a meeting of members of Westfield Retail Trust 1 and NOTICE is hereby given by RE2 Limited (ABN 41 145 744 065) as responsible entity of Westfield Retail Trust 2 (ARSN 146 934 652) of a meeting of members of Westfield Retail Trust 2 to be held together at the following time and place and to conduct the following business:

Date Thursday, 29 May 2014

Commencement 2:00pm (AEST)

Venue Grand Ballroom, Sofitel Sydney Wentworth

61-101 Phillip Street
Sydney NSW 2000

Proxy Form Deadline 2:00pm (AEST), Tuesday, 27 May 2014

IMPORTANT NOTE

These Notices of Meeting should be read in conjunction with the Securityholder Booklet accompanying these Notices of Meeting. The Securityholder Booklet contains an explanation of the Resolutions and further information about the Proposal to enable you to make an informed decision as to how to vote on the Resolutions.
Unless otherwise defined in these Notices of Meeting, terms used in these Notices of Meeting have the same meaning as defined in Section 12 ("Definitions and interpretation") of the Securityholder Booklet.
In these Notices of Meeting, Westfield Retail Trust 1 and Westfield Retail Trust 2 are collectively referred to as Westfield Retail Trust.

BUSINESS

The business to be considered at the Meeting is as follows:

Resolution 1 - Ratification of continuing appointment of a

Director

To consider and, if thought fit, pass the following as an ordinary resolution of the members of Westfield Retail Trust 1 and Westfield Retail Trust 2:

"That the continuing appointment of Mr Andrew Harmos as an independent director of RE1 Limited (ABN 80 145 743 862) and RE2 Limited (ABN 41 145 744 065) be ratified."

The Westfield Retail Trust Directors (with Mr Andrew Harmos abstaining) unanimously recommends that you vote in favour of Resolution 1. The Chair intends to vote all undirected proxies in favour of Resolution 1.

Resolution 2 - Approval of the Proposal for all purposes

To consider and, if thought fit, pass the following as an ordinary resolution of the members of Westfield Retail Trust 1 and Westfield Retail Trust 2:

"That, subject to and conditional upon Resolutions 3, 4 and 5 set out in the notices convening this meeting being passed and the Westfield Holdings Scheme becoming Effective, the Proposal,

as described in the Securityholder Booklet accompanying

these notices of meeting with such modifications, if any, as are approved at the meeting, be approved for all purposes and that

each of RE1 Limited (ABN 80 145 743 862) and RE2 Limited (ABN 41 145 744 065) be authorised to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Proposal."

The Recommending Directors unanimously recommend that you vote in favour of Resolution 2, in the absence of a superior proposal. The Chair intends to vote all undirected proxies in favour of Resolution 2.

Resolution 3 - Amendments to the constitution of Westfield

Retail Trust 1

To consider and, if thought fit, pass the following as a special resolution of the members of Westfield Retail Trust 1:

"That:

(i) subject to and conditional upon Resolutions 2, 4 and 5 set out in these notices convening this meeting being passed and the Westfield Holdings Scheme becoming Effective, the constitution of Westfield Retail Trust 1 (ARSN 146 934

536) be modified as set out in the Westfield Retail Trust 1

Supplemental Deed tabled at this meeting and initialled by the Chair for the purposes of identification (Westfield Retail Trust 1 Supplemental Deed); and

(ii) RE1 Limited (ABN 80 145 743 862), as the responsible entity of Westfield Retail Trust 1 (ARSN 146 934 536), be authorised to execute, and lodge with Australian Securities and Investments Commission (ASIC), the Westfield Retail Trust 1

Supplemental Deed."

The Recommending Directors unanimously recommend that you vote in favour of Resolution 3, in the absence of a superior proposal. The Chair intends to vote all undirected proxies in favour of Resolution 3.

Resolution 4 - Amendments to the constitution of Westfield

Retail Trust 2

To consider and, if thought fit, pass the following as a special resolution of the members of Westfield Retail Trust 2:

"That:

(i) subject to and conditional upon Resolutions 2, 3 and 5 set out in these notices convening this meeting being passed and the Westfield Holdings Scheme becoming Effective, the constitution of Westfield Retail Trust 2 (ARSN 146 934

652) be modified as set out in the Westfield Retail Trust 2

Supplemental Deed tabled at this meeting and initialled by the Chair for the purposes of identification (Westfield Retail Trust 2 Supplemental Deed); and

(ii) RE2 Limited (ABN 41 145 744 065) as the responsible entity of Westfield Retail Trust 2 (ARSN 146 934 652), be authorised to execute, and lodge with ASIC, the Westfield Retail Trust 2

Supplemental Deed."

The Recommending Directors unanimously recommend that you vote in favour of Resolution 4, in the absence of a superior proposal. The Chair intends to vote all undirected proxies in favour of Resolution 4.

WESTFIELD RETAIL TRUST

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NOTICES OF MEETING

Resolution 5 - Termination of the Corporate Governance Deeds To consider and, if thought fit, pass the following as an ordinary resolution of the members of Westfield Retail Trust 1 and Westfield Retail Trust 2:

"That, subject to and conditional upon Resolutions 2, 3 and 4 in the notices convening this meeting being passed and the Westfield Holdings Scheme becoming Effective, each of:

(i) the Corporate Governance Deed dated 2 November 2010 executed by RE1 Limited (ABN 80 145 743 862) and RE2

Limited (ABN 41 145 744 065); and

(ii) the Corporate Governance Deed Poll dated 21 November

2012 executed by Westfield Holdings Limited (ABN 66 001

671 496) in favour of Securityholders,

are terminated in accordance with their terms and with effect on and from the Implementation Date."

The Recommending Directors unanimously recommend that you vote in favour of Resolution 5, in the absence of a superior proposal. The Chair intends to vote all undirected proxies in favour of Resolution 5.

EXPLANATORY NOTES TO THE NOTICES OF MEETING

CONDITIONALITY OF RESOLUTIONS

Resolution 1 is not conditional on Resolutions 2 to 5 being passed by Securityholders.
Resolutions 2, 3, 4 and 5 are inter-conditional. This means that a Resolution will not proceed and votes will not be considered unless an earlier conditional Resolution has been passed (for example, if Resolution 2 is not passed then Resolutions 3, 4 and 5 will not be considered as these Resolutions could only be passed if Resolution
2 was passed) and a Resolution will be of no force or effect if a
later conditional Resolution has not also been passed (for example, if Resolution 2 is passed but Resolution 3 is not passed, then Resolution 2 is of no force or effect).
Resolutions 2, 3, 4 and 5 are also conditional on the Westfield Holdings Scheme becoming Effective. This means that if each of Resolutions 2, 3, 4 and 5 is passed by Securityholders, they will be of no force or effect if the Westfield Group Resolutions are not passed by Westfield Group Securityholders.

QUORUM

The quorum for a meeting of Westfield Retail Trust 1's members is at least two holders of Westfield Retail Trust 1 Units present in person or by proxy together holding or representing at least 10% of all Westfield Retail Trust 1 Units, and if one or more of those members
is excluded from voting on any Resolution proposed at the Meeting they may still be counted towards the quorum.
The quorum for a meeting of Westfield Retail Trust 2's members is at least two holders of Westfield Retail Trust 2 Units present in person or by proxy together holding or representing at least 10% of all Westfield Retail Trust 2 Units, and if one or more of those members
is excluded from voting on any Resolution proposed at the Meeting they may still be counted towards the quorum.
If a quorum is not present within 15 minutes after the scheduled time for the Meeting, the Meeting will be adjourned to such place and time as determined by RE1 and RE2.

ENTITLEMENT TO ATTEND AND VOTE AT THE MEETING Under section 253E of the Corporations Act, the responsible entity of a registered scheme and its associates are not entitled to vote

their interest on a resolution at a meeting of the scheme's members if they have an interest in the resolution or matter other than as a member. However, if the scheme is listed, the responsible entity
and its associates are entitled to vote their interest on resolutions to remove the responsible entity and choose a new responsible entity. The responsible entity and its associates may vote as proxies if
their appointments specify the way they are to vote and they vote that way.
Accordingly, in respect of each of the Resolutions, each of RE1 and RE2, and their associates, will not be entitled to vote on a Resolution if they have an interest in the Resolution or matter other than as a member of Westfield Retail Trust 1 or Westfield Retail Trust
2, as applicable (unless voting as proxies in the way specified in their appointments).
Only registered holders of Westfield Retail Trust Securities as at
7:00pm on Tuesday, 27 May 2014 will be eligible to attend and vote at the Meeting.

VOTING PROCEDURE

The approval thresholds for each of the Resolutions are as follows:

− Resolutions 1, 2 and 5 are ordinary resolutions, and will

be passed only if they have been passed by at least 50% of the votes cast by Securityholders entitled to vote on those Resolutions; and

− Resolutions 3 and 4 are special resolutions, and will be passed only if they have been passed by at least 75% of the votes cast by Securityholders entitled to vote on those Resolutions.

Each Resolution will be decided on a poll.
In a resolution determined by a poll, each Securityholder present in person or by proxy has one vote for each dollar of the value of the total interests they have in Westfield Retail Trust 1 or Westfield Retail Trust 2 (as applicable). The value of a Securityholder's total interests in Westfield Retail Trust 1 or Westfield Retail Trust 2 will be calculated by reference to the last sale price of Westfield Retail
Trust 1 Units and Westfield Retail Trust 2 Units (stapled and trading together) on the trading day immediately before the day on which the poll is taken at the Meeting. On a poll, if you are entitled to two or more votes, you need not exercise all of your votes in the same way, nor cast all of your votes.
If a Westfield Retail Trust 1 Unit is held jointly and more than one Westfield Retail Trust 1 member votes in respect of that interest, only the vote of the Westfield Retail Trust 1 member whose name appears first in the register of Westfield Retail Trust 1 members counts. Similarly, if a Westfield Retail Trust 2 Unit is held jointly and more than one Westfield Retail Trust 2 member votes in respect of that interest, only the vote of the Westfield Retail Trust 2 member whose name appears first in the register of Westfield Retail Trust 2 members counts.

WESTFIELD RETAIL TRUST

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NOTICES OF MEETING

VOTING IN PERSON OR BY PROXY

A Securityholder may vote in person at the Meeting or appoint a proxy to attend and vote for them.
If you are unable to attend the Meeting in person, you are encouraged to complete and return the red Meeting Proxy Form which accompanies these Notices of Meeting.
A Securityholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote for the Securityholder at the Meeting. A proxy need not be a Securityholder and may be an individual or a body corporate.
If you appoint a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the Meeting and provides satisfactory evidence of the appointment of the representative prior to the commencement of the Meeting.
A corporate Securityholder must sign the red Meeting Proxy Form in accordance with its constitution or otherwise in accordance with the Corporations Act. Where a Meeting Proxy Form is signed by a duly authorised person(s) of a corporate Securityholder, such authorisation must be sighted by Westfield Retail Trust's registry service, Computershare Investor Services Pty Limited.
If a Securityholder is entitled to two or more votes, they may
appoint two proxies and each proxy must be appointed to represent a specified proportion of the Securityholder's voting rights. If you appoint two proxies and do not specify the proportion or number
of votes each proxy may exercise, each of the proxies may exercise half of your votes. If you wish to appoint a second proxy, please contact Westfield Retail Trust's registry service, Computershare Investor Services Pty Limited on 1300 730 458 (within Australia) or
[phone] (from outside Australia) for the relevant form.

LODGEMENT OF PROXIES

To be valid, the Meeting Proxy Form and any power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be received by no later than 2:00pm (AEST) on Tuesday,
27 May 2014 (Proxy Deadline). Meeting Proxy Forms received after the Proxy Deadline will be invalid.
You can lodge your Meeting Proxy Form using any of the following methods:

Online proxy

You may submit your Meeting Proxy Form online at www.investorvote.com.au - Please read the instructions for online proxy submissions carefully before you lodge your proxy. You will need the 6 digit control number and your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) which appears in the box on the front page of the Meeting Proxy Form.
You will be taken to have signed the Meeting Proxy Form if you lodge it in accordance with the instructions on the website. A proxy cannot be appointed electronically if they are appointed under power of attorney or similar authority. The online proxy facility may not be suitable for Securityholders that want to appoint two proxies with different voting directions.

Post

The Meeting Proxy Form and a reply paid envelope are enclosed. A completed Meeting Proxy Form and any power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be received by the Proxy Deadline at the following address:

Registry

Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 Australia

Registered Office Westfield Retail Trust GPO Box 4004

Sydney NSW 2001 Australia

Hand delivery/delivery in person

A completed Meeting Proxy Form and any power of attorney or other authority (if any) under which it is signed (or a certified copy of it) may be hand delivered or delivered in person by the Proxy Deadline at the following address:

Registry

Computershare Investor Services Pty Limited
Level 4,
60 Carrington Street
Sydney NSW 2000

Registered office Westfield Retail Trust Level 8

77 Castlereagh Street
Sydney NSW 2000 Australia

Facsimile

A completed Meeting Proxy Form and any power of attorney or other authority (if any) under which it is signed (or a certified copy of it) may be faxed by the Proxy Deadline to the following facsimile number:

Registry

Computershare Investor Services Pty Limited
(within Australia) 1800 783 447 (within Australia) (from outside Australia) [phone] (outside Australia)

Registered Office

Westfield Retail Trust [phone]

CORPORATE REPRESENTATIVE

If your holding is registered in a company name, a corporate Securityholder may appoint a person to act as its representative to attend the Meeting by providing that person with a:

− letter or certificate authorising him/her as the company's representative, executed in accordance with its constitution or otherwise in accordance with the Corporations Act; or

− copy of the resolution appointing the representative, certified by a secretary or director of the corporate Securityholder.

WESTFIELD RETAIL TRUST

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NOTICES OF MEETING

PROCEDURE FOR ASKING QUESTIONS AT THE MEETING

We welcome Securityholder questions at the Meeting. However, we do request that Securityholders respect the interests of all those present at the Meeting by confining any questions to matters of relevance to the Securityholders as a whole.
Securityholders are encouraged to submit written questions for the Westfield Retail Trust Directors or management.
Questions should be submitted to Westfield Retail Trust by 5:00pm (AEST) on Thursday, 22 May 2014 care of the Company Secretary, Westfield Retail Trust, GPO Box 4004, Sydney NSW 2001 Australia.

Questions may also be submitted up until that time by email to [e-mail]. By order of the Boards of Directors of RE1 Limited and RE2 Limited.
Katherine Grace Company Secretary Sydney
14 April 2014

WESTFIELD RETAIL TRUST

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Wstfield

RETAIL TRUST

RE1 Llmlted ABN 80 145 743 862 AFS Ucence 380202

as responsible entity forWestneld Retlll Trust1 ABN 66 744 282 872ARSN 146 934 536

RE2 Llmlted ABN 41 145 744 065 AFS Ucence 380203

as responsible entity forWestneld Retlll Trust2 ABN 11 517 229 138ARSN 146 934 652

Lodge your vote:

Q Onllne:

www.investorvote.com.au

ByMall:

Computershare lnvestor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) [phone]

For lntermediary Online subscribers only

(custodians) www.intermediaryonline.com

Forali enquiries cali:

(within Australia) 1800 674 015 (outside Australia) [phone]

...

&

Proxy Forrn

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Vote and view the annualreports and Securityholder Booklet online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

! • Follow the instructions on the secure website to vota.

Your access information that you will need to vote:

ControlNumbar:

SRN/HIN:

PLEASE NOTE:For security reasons it is important that you keep your SRN/HIN confidential.

n For your vote to be effective it must be received by 2:00pm (AEsnTuesday,27 May 2014

How to Vota on ltems of Business

Aliyour securities will be voted in accordance with your directions.

Appointment of Proxy

Votlng 100% ofyour holding:Direct your proxy how to vote by marking one of the boxes opposite each item of business.lf you do not mark a box your proxy may vote as they choose. lf you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding:Indicate a portion of your voting

c: rights by inserting the percentage or number of securities you wish to vote in the For,Against or Abstain box or boxes.The sum of the votes

ll cast must not exceed your voting entitlement or 100%.

Appointing a second proxy:You are entitlad to appoint up to

two proxies to attend the meeting and vota on a poli.lf you appoint

z two proxies you must specify the percentage of votes or number of

,c: securities for each proxy,otherwise each proxy may exercise half of

o the votes.When appointing a second proxy write both names and the

!percentage of votes or number of securities for each in Step 1 overleaf.

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Signing lnstructions for PostalForms Individuai:Where the holding is in one name, the securityholder mustsign.

Joint Holding:Where the holding is in more than one name,ali of

the securityholders should sign.

Power of Attorney: lf you have not already lodged the Power of Attorney with the registry,please attaeh a certified photocopy of the Power of Attorney to this form when you retum it Companias:Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that

person.lf the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate placato indicate the office hald. Celate titles as applicable.

Attending the Meeting

Bring this form to assist registration.lf a representative of a corporale securityholder or proxy is to attend the meeting you will need to

provide the appropriate "Certificate of Appointment of Corporale

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A proxy need not be a securityholder of theWestfield RetailTrust.

Represantative" prior to admission.A form of tha certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

o

Commants & Quastions:lf you have any comments or questions -'

for Westfield RetailTrust,please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,

or tum aver to complete the form

Change crf addre...tf lncorrect, mark lhis box and make the correction in !ha spaca to tha laft. Securityholders sponsored by a broker (ralerence number commances with 'X') should advise

your broker or any changas.

• ProxyForm Please mark IXlto indicate your directions

kii§ - Appoint a Proxy to Vote onYour Behalf xx

1/Wa belng a mamberfs ofWast ftald RatallTn.lst 1 andWestflald RatallTn.lst 2 hereby appolnt ,...,!.

PLEASE NOTE:Leave thla box

'.ly.l.' blank

uhave selec:ted the

D the Chairman

yo

Chainnan crf the M..ting.Do not

ofthe Meeting

lf

lnaert your own nalllll(a).

or failing the indMdual or body corporale named,or if no individuai or body corporale is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vota in accordance with the following directions (or if no directions have been given, as the proxy sees frt) at the Meeting of Westfield RetailTrust 1 and Westlield Retail Trust 2 to be held at the Grand Ballroom in the Sofrtel Sydney Wentworth,

61 - 101 Phillip Street,Sydney on Thursday, 29 May 2014 commencing at 2:00pm,AEST and at any adjoumment or postponement of that meeting.

O PLEASE NOTE:lf you m&rK the Abstain box for an item,you are directing your proxy not lo vote on your bahalf on a show or hands or a poli and your votes will not ba counted in compuling tha required majorily.

Resolution 1 -Ordinary Resolution

Ratilication or continuing appointment of a Director- Mr Andrew Harmos

Resolution 2- Ordinary Resolution

Approvaiof the Proposal for ali purposes DDD

Rasolutlon 3- SpaclalResolutlon

Amendments to the constitution ofWestfield Retail Trust 1 DDD

Rasolution 4- SpacialResolution

Amendments to the constitution ofWestfield Retail Trust 2 DDD

Resolution 5- Ordinary Resolution

Tarmination of the Corporale Govemance Daeds DDD

The Chairman of the Meeting intends to vota ali available proxies in favour of each item of business.

lf you have previded your Tax File Number (TFN) to Westlield RetailTrust 1 and Westfield RetailTrust 2 (together WRT) then,if the Proposalis approved, no action is required by you for WRT to previde yourTFN to Westfield Holdings Limited and Westfield Trust. However, if you do not wish for your TFN to be previded byWRT please contact us on 1800 674 015 (within Australia) or+61 3 9415 4121 (outside Australia) to arrange to previdewritten confirmalion of that direction.Please note that if you previde this direction, your TFN will not be provided to Westlield Holdings Limited and Westlield Tnust and you may be subject to withholding tax being deducted from future disbibutions at the highest marginai rate.See sections 2 and 8 in the Securityholder Booklet dated

14 Aprii2014.

Em::. Signature of Securityholder(s) Thissectionmustbecompleted.

Individuaior Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Dlrector/Company Secratary

o

ì51

Contact i Contact Daytlme l l :::: Name Telephone Date

• WRT 179461A (.omputershare +