VICINITY CENTRES TRUST — AGM Information 2025

Sep 29, 2025

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30 September 2025

Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Vicinity Centres 2025 Annual General Meeting

Please find attached the Notice of Meeting, Explanatory Memorandum and Proxy Form for the 2025 Annual General Meeting of Vicinity Limited and meeting of the Unitholders of Vicinity Centres Trust to be held concurrently as a hybrid meeting on Thursday, 6 November 2025 at 10.30am (AEDT) ( AGM ).

These documents, together with the Online Meeting Guide outlining how to participate in the AGM via the online AGM platform, can be accessed from Vicinity Centres’ dedicated 2025 AGM webpage at vicinity.com.au/investors/annual-general-meetings.

Authorised for lodgement by:

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Rohan Abeyewardene Group Company Secretary

Vicinity Centres National Office Level 4, Chadstone Tower One 1341 Dandenong Road T +61 3 7001 4000 PO Box 104 F +61 3 7001 4001 Chadstone VIC 3148 vicinity.com.au

Vicinity Limited ABN 90 114 757 783 and Vicinity Centres RE Ltd ABN 88 149 781 322 As responsible entity for: Vicinity Centres Trust ARSN 104 931 928

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2025 Notice of Meeting and Explanatory Memorandum

The 2025 AGM will be held as a hybrid meeting.

Date: Thursday, 6 November 2025 Time: 10.30am (AEDT) Venue: Hotel Chadstone, Altus Events Room 1341 Dandenong Road Chadstone VIC 3148

Online attendance:

via our online AGM platform at meetngs.openbriefng.com/VCX25

If you are unable to attend the AGM, you can lodge your vote by proxy using the instructions in this Notice of Meeting.

Further information is available on our website at vicinity.com.au/investors/annual-general-meetngs

Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

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INVITATION FROM THE CHAIRMAN

Dear Securityholders

It is my pleasure to invite you to attend Vicinity Centres’ 2025 AGM which will comprise the Annual General Meeting of Vicinity Limited and a meeting of the Unitholders of Vicinity Centres Trust to be held concurrently.

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TREVOR GERBER CHAIRMAN

Our 2025 AGM will be held on Thursday, 6 November 2025 at Hotel Chadstone, Altus Events Room, 1341 Dandenong Road, Chadstone, Victoria and via our online AGM platform, commencing at 10.30am (AEDT).

This Notice of Meeting and Explanatory Memorandum ( Notice ) and the Vicinity Centres Online Meeting Guide provide the key information required to participate at the AGM and are available at vicinity.com.au/investors/annualgeneral-meetngs.

At this year’s AGM, you may vote on the following resolutions, which are described in detail in this Notice:

• the adoption of the 2025 Remuneration Report;

• the re-election of Tiffany Fuller, Georgina Lynch, Dion Werbeloff and myself as Non-executive Directors;

• the grant of performance rights to our CEO and Managing Director, Peter Huddle; and

• the renewal of partial takeover provisions in the constitutions of the Company and Trust.

Following his retirement from the Vicinity Board on 31 August 2025, I would like to take the opportunity to acknowledge and thank Michael Hawker AM for his contribution to Vicinity.

We welcome the opportunity to engage with our Securityholders at the AGM and encourage Securityholders to submit questions via email to investor.relatons@ vicinity.com.au, by 5.00pm (AEDT) on Thursday, 30 October 2025.

We will endeavour to address the themes most frequently raised during the AGM. Securityholders will also have the opportunity to ask questions at the AGM. If you are attending the AGM online, you can also submit questions via the online AGM platform or by telephone.

Even if you plan to attend the AGM in person or online, we encourage you to appoint a proxy to vote on your behalf so that your vote will be counted if for any reason you cannot vote on the day. You can appoint a proxy electronically through the Security Registrar’s website au.investorcentre.mpms.mufg.com by no later than 10.30am (AEDT) on Tuesday, 4 November 2025. Other methods for voting and proxy submission are outlined on pages 1 and 11 of this Notice.

On behalf of my fellow Directors, I thank you for your continued support of Vicinity and look forward to your participation at the AGM. It would be wonderful to see you there in person on the day.

Yours faithfully

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Trevor Gerber Chairman

30 September 2025

Terminology

A number of terms used in this Notice, 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 Notice 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 Investor Information Line on +61 1300 887 890 between 8.30am and 5.30pm Monday to Friday (excluding public holidays).

01

IMPORTANT INFORMATION

Attendance in person

The venue for the AGM is:

Hotel Chadstone Altus Events Room 1341 Dandenong Road Chadstone VIC 3148

Getting to the AGM

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By Bus

Buses arrive to and depart from Chadstone shopping centre all day from 11 suburban bus routes.

By Train

The closest train station is Hughesdale station.

By Car

Free parking is available at Chadstone shopping centre, with the closest car park at Car Park F.

Paid parking is available for a fee of $40 at Hotel Chadstone’s car park on Level P2 of Car Park F. Securityholders must validate their parking ticket with Hotel Chadstone’s concierge prior to departure.

Valet parking is available for a fee of $70 per day at Hotel Chadstone’s main entrance via Capital Avenue.

For more information and to plan your trip, please call Transport Victoria on 1800 800 007 or visit their website at transport.vic.gov.au/journey.

Attendance online

• Securityholders can attend the AGM via our online AGM platform at, meetngs.openbriefng.com/VCX25, where you can watch and listen to the AGM, including addresses from the Chairman and CEO and Managing Director. A recording of the AGM will be accessible on Vicinity’s website shortly after completion of the AGM.

• Securityholders may vote and ask questions in real time during the AGM.

Online meeting guide

An Online Meeting Guide outlining how to participate in the AGM via our online AGM platform, including how to vote and ask questions in writing and orally, can be found on our website at vicinity.com. au/investors/annual-general-meetngs.

Voting ahead of the AGM

If you are unable to attend the AGM in person or online, you are encouraged to appoint a proxy to vote on your behalf. Your proxy nomination must be lodged by no later than 10.30am (AEDT) on Tuesday, 4 November 2025.

You can lodge your proxy vote using the following methods:

Submit your proxy vote online via a computer, tablet or mobile device:

Step 1: Go to au.investorcentre.mpms. mufg.com OR access the website via the QR code below.

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Step 2: Click on ‘Proceed’ in the View Single Holding box, enter ‘Vicinity Centres’ as the Issuer Name, and enter your Securityholder Reference Number ( SRN ) or Holder Identification Number ( HIN ) and postcode.

Step 3: Complete the security validation, read and accept the terms and conditions and click ‘Submit’.

Step 4: Select ‘Voting’ to lodge your proxy vote.

Request and lodge a hard copy proxy form:

While Vicinity recommends that you lodge your proxy vote online, you can also request a hard copy proxy form by contacting Vicinity’s Securityholder Registrar on +61 1300 887 890 and return it to Vicinity via:

Mail

Vicinity Centres c/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

Facsimile

+61 2 9287 0309

Further information on how to appoint a proxy is set out in Additional Information on page 11 of this Notice, including specific instructions for corporate representatives and Securityholders intending to appoint an attorney.

Questions and comments

• Securityholders can submit written questions to Vicinity, or to the Auditor. Written questions to the Auditor must be in relation to the content of the Auditor’s Report or the conduct of the audit. Questions must be submitted in advance of the AGM (whether or not they are able to attend the AGM) by emailing investor.relatons@ vicinity.com.au by 5.00pm (AEDT) on Thursday, 30 October 2025.

• Securityholders may also ask questions during the AGM in person or online. Securityholders attending the AGM online may ask questions orally via a dedicated phone line or submit written questions through the online AGM platform. Instructions on how to ask questions during the AGM can be found in the Online Meeting Guide.

• The Chairman of the AGM will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. Please note that individual responses will not be sent to Securityholders.

Technical difficulties

Technical difficulties may arise during the course of the AGM. The Chairman of the AGM has discretion as to whether and how the AGM should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman of the AGM will have regard to the number of Securityholders impacted and the extent to which participation in the business of the AGM is affected. Where he considers it appropriate, the Chairman of the AGM may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

For this reason, Securityholders are encouraged to lodge a directed proxy by 10.30am (AEDT) on Tuesday, 4 November 2025, even if they plan to attend the AGM online or in person.

• All resolutions will be decided on a poll.

02 Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

NOTICE OF MEETING

Vicinity Limited

ABN 90 114 757 783 and

Vicinity Centres Trust ARSN 104 931 928

Responsible Entity of Vicinity Centres Trust

Vicinity Centres RE Ltd ( RE ) ABN 88 149 781 322

Notice is given that the 2025 Annual General Meeting of Vicinity Limited ABN 90 114 757 783 ( Company ) and a meeting of the Unitholders of Vicinity Centres Trust ARSN 104 931 928 ( Trust ) will be held concurrently on Thursday, 6 November 2025 at Hotel Chadstone, Altus Events Room, 1341 Dandenong Road, Chadstone, Victoria and via our online AGM platform at meetngs. openbriefng.com/VCX25, commencing at 10.30am (AEDT).

Securityholders should monitor Vicinity’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

Items of business

1. Financial reports

To receive and consider the financial reports of Vicinity (comprising the Company and the Trust) and the reports of the Directors and Auditor for the year ended 30 June 2025.

No resolution is required for this item of business.

2. Non-binding advisory vote on Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

That the Remuneration Report for the year ended 30 June 2025 be adopted.

Please note that this resolution is advisory only and does not bind the Directors or the Company.

A voting exclusion applies to this resolution.

3. Re-election of Directors of the Company

To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

• (a) That Trevor Gerber, being a Director who retires in accordance with rule 9.1(d) of the Company’s constitution and, being eligible, is re-elected as a Director of the Company.

• (b) That Tiffany Fuller, being a Director who retires in accordance with rule 9.1(d) of the Company’s constitution and, being eligible, is re-elected as a Director of the Company.

• (c) That Georgina Lynch, being a Director who retires in accordance with rule 9.1(d) of the Company’s constitution and, being eligible, is re-elected as a Director of the Company.

• (d) That Dion Werbeloff, being a Director who retires in accordance with rule 9.1(d) of the Company’s constitution and, being eligible, is re-elected as a Director of the Company.

4. Approval of equity grant to CEO and Managing Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company and the Trust:

That for all purposes, including ASX Listing Rule 10.14, approval be given for the grant of performance rights to the CEO and Managing Director of Vicinity, Peter Huddle, in accordance with the terms of the Vicinity Equity Incentive Plan and as set out in the Explanatory Memorandum to the Notice of Meeting.

A voting exclusion applies to this resolution.

5. Renewal of Partial Takeovers Provisions in

Company constitution

To consider and, if thought fit, pass the following resolution as a special resolution of the Company, in accordance with sections 136(2) and 648G of the Corporations Act 2001 (Cth):

That, subject to the resolution in Item 6 being approved, the constitution of Vicinity Limited is amended by re-inserting rule 21 in the form set out in the Explanatory Memorandum to this Notice of Meeting.

6. Renewal of Partial Takeovers Provisions in Trust constitution

To consider and, if thought fit, pass the following resolution as a special resolution of the Trust, in accordance with sections 601GC(1)(a) and 648G of the Corporations Act 2001 (Cth):

That, subject to the resolution in Item 5 being approved, the constitution of Vicinity Centres Trust is amended by renewing rule 12.11 in the form set out in the Explanatory Memorandum to this Notice of Meeting.

Please refer to the Explanatory Memorandum for more information on the items of business. The Important Information, Explanatory Memorandum and Additional Information form part of this Notice of Meeting.

Voting exclusions

Item 2 – Non-binding advisory vote on Remuneration Report

Vicinity will disregard any votes cast on the resolution in Item 2:

• by or on behalf of a member of Vicinity’s key management personnel ( KMP ) named in the Remuneration Report for the year ended 30 June 2025 or their closely related parties, regardless of the capacity in which the votes are cast; and

• as proxy by a person who is a member of Vicinity’s KMP at the date of the AGM or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on the resolution in Item 2:

• in accordance with a direction as to how to vote on the proxy form; or

• by the Chairman of the AGM pursuant to an express authorisation to exercise the proxy as the Chairman sees fit even though the resolution in Item 2 is connected directly or indirectly with the remuneration of a member of Vicinity’s KMP.

03

EXPLANATORY MEMORANDUM

Item 4 – Approval of equity grant to CEO and Managing Director

Vicinity will disregard any votes cast on the resolution in Item 4:

• in favour of the resolution by or on behalf of Peter Huddle, CEO and Managing Director of Vicinity (being the only Director eligible to participate in the Vicinity Equity Incentive Plan) or any of his associates, regardless of the capacity in which the votes are cast; and

• as proxy by a person who is a member of Vicinity’s KMP at the date of the AGM or their closely related parties,

unless the vote is cast on the resolution in Item 4:

• as proxy or attorney for a person entitled to vote on the resolution in Item 4 in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• by the Chairman of the AGM as proxy for a person entitled to vote on the resolution in Item 4, pursuant to an express authorisation to exercise the proxy as the Chairman of the AGM decides; or

• by a Securityholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the Securityholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution in Item 4; and

• the Securityholder votes on the resolution in accordance with directions given by the beneficiary to the Securityholder to vote in that way.

By order of the Boards of Vicinity Limited and Vicinity Centres RE Ltd as responsible entity of Vicinity Centres Trust.

Item 1 – Financial Reports

The financial report of Vicinity and the reports of the Directors and Auditor for the year ended 30 June 2025 ( FY25 ) are set out in the Annual Report. The Annual Report is available on Vicinity’s website at vicinity.com.au/investors/fnancial-results.

While Securityholders are not required to vote on these reports, they will be given a reasonable opportunity to ask questions about or make comments on the reports and the management of Vicinity at the AGM. There will also be an opportunity to ask questions of the Auditor, who will be present at the AGM, in relation to the conduct of the audit, preparation and content of the Auditor’s Report, accounting policies adopted by Vicinity and independence of the Auditor.

Securityholders entitled to cast a vote at the AGM may submit written questions to the Auditor in advance of the AGM relevant to the content of the Auditor’s Report or the conduct of the audit of the financial report of Vicinity. The Auditor is not obliged to provide written answers.

Refer to page 1 of this Notice for instructions on how to ask questions in advance of, or during, the AGM.

Item 2 – Non-binding advisory vote on Remuneration Report

Vicinity’s Remuneration Report for the year ended 30 June 2025 is included in the Annual Report on pages 66 to 90.

The FY25 Remuneration Report outlines:

• Vicinity’s reward principles and framework;

• Vicinity’s performance for FY25 and the link between Vicinity’s strategy, execution and performance and the remuneration outcomes for our Executive KMP; and

• remuneration received by Non-executive Directors and Executive KMP in FY25.

Securityholders will be given a reasonable opportunity to ask questions about or make comments on the FY25 Remuneration Report at the AGM.

Although the vote on this resolution is advisory only and does not bind the Directors or the Company, the Board will take into account the outcome of the vote and any Securityholder feedback when reviewing its approach to remuneration going forward.

A voting exclusion applies to this resolution, as set out in this Notice.

The Board unanimously recommends that Securityholders vote in favour of this non-binding resolution.

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Rohan Abeyewardene Group Company Secretary

30 September 2025

04 Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

EXPLANATORY MEMORANDUM

Items 3(a) to 3(d) – Re-election of Directors of the Company

Under rule 9.1(d) of the Company’s constitution, no Director (excluding the Managing Director) may hold office without re-election beyond the third AGM following the meeting at which the Director was elected or last re-elected. Accordingly, Trevor Gerber, Tiffany Fuller, Georgina Lynch and Dion Werbeloff will retire at the AGM and offer themselves for re-election.

Information on each Director candidate seeking re-election is set out below.

Item 3(a) – Re-election of Trevor Gerber as a Director of the Company

Item 3(b) – Re-election of Tiffany Fuller as a Director of the Company

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Trevor Gerber

BACC, CA, SA

Independent Non-executive Chairman Appointed June 2015 Last re-elected as a Director by Securityholders on 16 November 2022

Trevor worked for 14 years at Westfield, initially as Group Treasurer and subsequently as Director of Funds Management responsible for Westfield Trust and Westfield America Trust. He has been a professional Director since 2000, and has experience in property, funds management, hotels and tourism, infrastructure and aquaculture.

Trevor also holds roles as Chairman of Terrace Towers Group and a Director of the Judith Neilson Family Group.

Trevor was elected as Vicinity’s Chairman effective from the conclusion of the 2019 Annual General Meeting and is also the Chairman of the Nominations Committee.

The Board considers Trevor to be an Independent Director having regard to the independence criteria in the ASX Recommendations.

Current Listed Directorships Nil Past Listed Directorships Nil (last three years)

Tiffany Fuller

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BCOM, FAICD, ACA

Independent Non-executive Director Appointed November 2022 Last elected as a Director by Securityholders on 16 November 2022

Tiffany is an experienced public company Non-executive Director with broad experience in chartered accounting, corporate finance, investment banking, private equity, funds management and management consulting in Australia and globally.

Currently, Tiffany serves on the Boards of Computershare Limited, Washington H. Soul Pattinson Limited, Australian Venue Co and the McKinnon Foundation. She is also a member of the Investment Committee for the Royal Children’s Hospital Foundation.

Tiffany’s skills include finance and accounting, strategy, mergers and acquisitions, risk management and governance. Her career includes roles at Arthur Andersen and Rothschild and spans multiple industry sectors including retail, financial services, technology, resources and infrastructure.

Tiffany is Chair of the Audit Committee and a member of the Risk, Compliance and ESG Committee.

The Board considers Tiffany to be an Independent Director having regard to the independence criteria in the ASX Recommendations.

Current Listed Directorships Computershare Limited (since 2014) and Washington H. Soul Pattinson Limited (since 2017). Past Listed Directorships Nil (last three years)

In supporting his re-election, the Board notes that Trevor continues to be a valuable member of the Board in light of the character, skills, knowledge and experience that he brings, including his broad perspective as an experienced listed company chairman and Non-executive Director.

In supporting her re-election, the Board notes that Tiffany continues to be a valuable member of the Board in light of the character, skills, knowledge and experience that she brings. Tiffany makes a significant contribution as a Director, including through her roles as Chair of the Audit Committee and member of the Risk, Compliance and ESG Committee, where her strong financial, risk and governance skills are of particular value.

The Board (with Trevor Gerber abstaining) recommends that Securityholders vote in favour of the re-election of Trevor Gerber as an Independent Non-Executive Director.

The Board (with Tiffany Fuller abstaining) recommends that Securityholders vote in favour of the re-election of Tiffany Fuller as an Independent Non-Executive Director.

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Item 3(c) – Re-election of Georgina Lynch as a Director of the Company

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Georgina Lynch BA, LLB, MAICD

Independent Non-executive Director Appointed November 2022 Last elected as a Director by Securityholders on 16 November 2022

Georgina has over 30 years’ combined executive and board experience in the property and financial services sectors, including significant experience across all classes of property, property development and in corporate transactions, capital raisings, initial public offerings, funds management, corporate strategy, and acquisitions and divestments.

Georgina is an experienced Non-Executive Director and Chair. She is currently the Chair of Cbus Property and is also the Chair of ASX listed Waypoint REIT and a Non-executive Director of PEXA Group Limited.

Georgina is a member of the Audit Committee and the Remuneration and Human Resources Committee.

The Board considers Georgina to be an Independent Director having regard to the independence criteria in the ASX Recommendations.

Current Listed Directorships Waypoint REIT (Chair since 2024 and Director since 2016) and PEXA Group Limited (since 2024). Past Listed Directorships Tassal Group (from 2018 to (last three years) 2022) and Irongate Group (from 2019 to 2022).

In supporting her re-election, the Board notes that Georgina continues to be a valuable member of the Board in light of the particular skills, knowledge and experience that she brings, including broad property and corporate transactions experience, and contemporary knowledge of property and construction markets. Georgina makes a significant contribution as a Director, including through her roles as a member of the Audit Committee and the Remuneration and Human Resources Committee.

The Board (with Georgina Lynch abstaining) recommends that Securityholders vote in favour of the re-election of Georgina Lynch as an Independent Non-Executive Director.

Item 3(d) – Re-election of Dion Werbeloff as a Director of the Company

Dion Werbeloff

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BCOM, MBA, MAICD, Non-executive Director Appointed November 2022 Last elected as a Director by Securityholders on 16 November 2022

Dion has more than 35 years’ experience in property and investment banking, including funds management, property development, corporate strategy, corporate finance and mergers and acquisitions.

Dion has been CEO and a Director of The Gandel Group for the past six years, having previously held the role of Chief Operating Officer for five years. Prior to joining The Gandel Group, Dion had an extensive career in investment banking, most recently as a Managing Director at Goldman Sachs and Chief Operating Officer of Goldman Sachs’ investment banking business in Australia and New Zealand.

Dion is also a Director of Breakthrough T1D.

Dion is a member of the Risk, Compliance and ESG Committee.

The Board considers Dion, if elected, would not be an Independent Director as he is connected with The Gandel Group, a substantial Securityholder of Vicinity.

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|Current Listed Directorships|Nil|
|Past Listed Directorships|Nil|
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In supporting his re-election, the Board notes that Dion continues to be a valuable addition to the Board in light of the particular skills, knowledge and experience that he brings to the Board, including across property and investment banking. The Board also notes the continued benefit to all Securityholders of having appropriate representation of the largest Securityholder and co-owner of Vicinity’s largest asset, Chadstone, on the Board.

The Board (with Dion Werbeloff abstaining) recommends that Securityholders vote in favour of the re-election of Dion Werbeloff as a Non-Executive Director.

06 Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

EXPLANATORY MEMORANDUM

Item 4 – Approval of equity Grant to CEO and Managing Director

ASX Listing Rule 10.14 requires that Securityholder approval be obtained for the acquisition of securities by a Director under an employee incentive scheme.

Securityholder approval is sought for the proposed grant of Performance Rights to Vicinity’s CEO and Managing Director, Peter Huddle, under the Vicinity Equity Incentive Plan ( EIP ) rules and on the terms set out below.

4.1 Proposed grant of Performance Rights

If Securityholder approval is obtained, Performance Rights with a face value of $2,325,000 (representing 150% of Peter Huddle’s total fixed remuneration ( TFR )) will be granted to Peter Huddle as part of his FY26 remuneration package. The Performance Rights may vest at the end of the four-year performance period commencing on 1 July 2025 and ending on 30 June 2029 ( Performance Period ) if the Vesting Conditions described in section 4.2 below are met.

The Board considers the proposed grant of Performance Rights to be aligned with the objective of Vicinity’s remuneration framework, to build organisational capability by attracting, retaining and engaging a talented executive team capable of managing and enhancing the business. The framework is designed to align executive actions and outcomes with the interests of Securityholders. The grant of Performance Rights creates security price alignment between the executive and Securityholders and does not provide the executive with the full benefits of security ownership (such as distribution and voting rights) unless and until the Performance Rights vest.

Following vesting, Peter Huddle will be entitled to one Stapled Security for each Performance Right that vests. The Board may determine that the vesting of a Performance Right will be satisfied by Vicinity making a cash payment in lieu of an allocation of Stapled Securities.

The number of Performance Rights issued to Peter Huddle will be based on a face value methodology. The price used to calculate the number of Performance Rights to be issued will be the volume weighted average price ( VWAP ) of the Stapled Securities for the 10 trading days commencing on the first trading day immediately following the AGM ( Grant Price ).

The actual number of Performance Rights will be derived by dividing the grant face value of $2,325,000 by the Grant Price, subject to rounding. As the grant of Performance Rights forms part of Peter Huddle’s agreed remuneration for FY26, the Performance Rights will be granted at no cost to Peter Huddle and no amount is payable on vesting of the Performance Rights. The Performance Rights will be granted under, and subject to, the rules of the EIP. Performance Rights do not carry any distribution or voting rights prior to vesting.

If Securityholder approval is obtained, it is expected that the Performance Rights will be granted to Peter Huddle in December 2025, and in any case, no more than 12 months after the date of the AGM.

If Securityholder approval is not obtained, to remunerate Peter Huddle appropriately, the Board may provide alternative compensation to Peter Huddle, equivalent to the value that the grant of the Performance Rights would have had at vesting had it been approved by Securityholders.

4.2 Vesting Conditions

The Performance Rights to be granted to Peter Huddle will be subject to two Performance Measures:

• Relative Total Securityholder Return ( TSR ); and

• Total Return ( TR ).

Taken together, these Performance Measures create an incentive aligned to our strategy and long-term value creation and growth, having regard to the following:

• Relative TSR measures Vicinity’s ability to deliver superior Securityholder returns relative to a comparator group of predominantly retail-focused S&P/ASX200 A-REIT peers ( Comparator Group ) over the Performance Period; and

• TR measures the extent to which Vicinity efficiently manages and extracts value from its assets.

To the extent the Board determines that Vesting Conditions have been satisfied at the end of the Performance Period, the Performance Rights granted to Peter Huddle will vest in accordance with the vesting schedules described below. Any Performance Rights that do not vest will lapse.

Calculation of, and achievement against, the Vesting Conditions will be determined by the Board in its absolute discretion, having regard to any matters that it considers relevant (including any adjustments for unusual or non-recurring items that the Board considers appropriate). In addition, the Board may waive, amend or replace a Vesting Condition attaching to Performance Rights if the Board determines that the original Vesting Condition is no longer appropriate or applicable.

4.2.1 TSR Performance Rights

50% of the Performance Rights will be subject to Vicinity achieving a TSR hurdle over the Performance Period. Broadly, TSR measures the return to a Securityholder over the relevant Performance Period in terms of changes in the market value of securities plus the value of any dividends and distributions paid in respect of the securities.

	ASX
Entty	Code	Sector	Weightng
Scentre Group	SCG	Retail specialist	20%
Charter Hall Retail REIT	CQR	Retail specialist	20%
Region Group	RGN	Retail specialist	20%
HomeCo Daily Needs REIT	HDN	Retail specialist	20%
The GPT Group	GPT	Diversifed	10%
		(including retail)
Dexus Property Group	DXS	Non-retail specialist	10%
Total			100%

The entities in the Comparator Group have been weighted to achieve a suitable balance between retail and appropriate non-retail group exposure and balanced representation across retail-focused constituents.

At the end of the Performance Period, the TSR of each entity in the Comparator Group will be multiplied by its weighting in the Comparator Group and then added together to determine the weighted TSR of the Comparator Group.

07

Vicinity’s TSR relative to the weighted TSR of the Comparator Group will then be determined. The percentage of TSR Performance Rights that vest, if any, will be determined by the Board at the end of the Performance Period in accordance with the vesting schedule set out below:

Vicinity’s Relatve TSR growth against the Index	Percentage vestng
Exceeds the Comparator Group by 2.7% per annum or 11.2%1cumulatvely over	100% vestng
four years
Between the Comparator Group	Pro-rata straight-line
and 2.7% per annum above the	vestng between 50%
Comparator Group	and 100%
Below the Comparator Group	Nil vestng

1. Rounded based on 2.7% per annum over four years.

The Board will have discretion to adjust the Comparator Group to consider events including, but not limited to, takeovers, mergers or de-mergers that might occur during the Performance Period.

For calculating TSR, any distributions or dividends are assumed to be reinvested on the ex-dividend date. The Board will determine the VWAP periods to be used to calculate the starting and closing Stapled Security price used to measure the TSR of Vicinity and the Comparator Group over the Performance Period.

4.2.2 TR Performance Rights

50% of the Performance Rights will be subject to Vicinity achieving a TR hurdle over the Performance Period.

The TR is measured as follows:

Change in Net Tangible Assets per Stapled Security ( NTA ) (during the performance year) + Distributions per Stapled Security (during the performance year) Annual

=

TR

NTA (beginning of the year)

The annual TR for each year in the Performance Period will then be used to calculate the compound annual TR for the Performance Period. The percentage of the TR Performance Rights that vest, if any, will be determined by the Board at the end of the Performance Period in accordance with the vesting schedule set out below:

Compound annual TR per annum	Percentage vestng
At or above 9.5%	100% vestng
Between 6.5% to 9.5%	Pro-rata straight-line vestng
	between 10% and 100%
At 6.5%	10% vestng
Below 6.5%	Nil vestng

The TR range reflects an increase from the range of 5.5% to 8.5% that was applicable to the TR Performance Rights granted in FY25 and was determined through detailed internal modelling over the Performance Period, including cost of equity using the Capital Asset Pricing Model, distribution yield on, and growth in, NTA, and asset capitalisation and discount rates.

In making its determination of the TR outcome, the Board seeks to ensure that the TR Performance Rights vesting reflects the value created from the efficient management of Vicinity’s assets and that there is no undue advantage, penalty or disincentive for undertaking certain activities. This may result in adjustments to the TR outcome for items such as one-off items (including transaction costs), unrealised foreign exchange movements and unrealised fair value adjustments to derivatives. Both upward and downward adjustments can be made, with reference to principles agreed by the Board, to ensure the outcomes are appropriate. Where adjustments are approved by the Board, they will be appropriately disclosed in Vicinity’s Remuneration Report.

4.3 Malus and clawback

Any Performance Rights granted, or Stapled Securities allocated to Peter Huddle, are subject to adjustment, cancellation or clawback under the EIP Rules.

4.4 Treatment of Performance Rights on cessation of employment

Unless the Board determines otherwise, if before the Performance Rights vest, Peter Huddle ceases employment:

• by reason of resignation or termination for cause, all unvested Performance Rights will be forfeited; or

• for any other reason, including death, total and permanent disablement, genuine retirement, redundancy or termination by agreement,

a pro-rata portion of the Performance Rights will continue beyond cessation of employment in accordance with the terms of the grant, including in relation to any Performance Measures and lapse or forfeiture conditions, except that any continuous service requirements will be deemed to have been waived. The remainder will lapse. The pro-rata portion will be calculated by reference to the portion of the period from the start of the Performance Period until the end of the Performance Period that has elapsed as at the date of cessation.

4.5 Treatment upon change of control

In the event of a takeover or change of control of Vicinity, any unvested Performance Rights may vest at the absolute discretion of the Board having regard to all factors it considers relevant, which may include, but is not limited to, the nature of the change of control event, the performance against the Performance Measures achieved in the partial Performance Period and the time that has elapsed since the grant of Performance Rights.

Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

08

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EXPLANATORY MEMORANDUM

4.6 CEO and Managing Director – Total remuneration opportunity

Listing Rule 10.15.4 requires this Notice to include details (including the amount) of Peter Huddle’s current total remuneration arrangements.

The Board reviewed Peter Huddle’s remuneration arrangements for FY26 and determined to increase his Total Fixed Remuneration ( TFR ) by 3.3% from $1,500,000 to $1,550,000, effective 1 July 2025. His Short-Term Incentive ( STI ) opportunity (at target) of 100% of TFR, and the maximum Long-Term Incentive ( LTI ) opportunity of 150% of TFR remained unchanged. This is the first time Peter Huddle’s TFR has been increased since his appointment as CEO and Managing Director’s on 1 February 2023 and the increase is in line with the TFR increases applying across the broader Vicinity employee population, general wage price increases and general market increases for executives. As a result of these changes, Peter Huddle’s Total Target Remuneration opportunity was increased by 3.3% from $5,250,000 to $5,425,000, effective 1 July 2025, as summarised below.

FY26 remuneraton components		Amount
TFR		$1,550,000
STI opportunity (at target)	100% of TFR	$1,550,0001
LTI opportunity	150% of TFR	$2,325,000
Total target remuneraton opportunity		$5,425,000

1. Peter Huddle’s maximum STI opportunity is 150% of TFR or $2,325,000, which results in a total maximum remuneration opportunity of $6,200,000.

Further information in relation to Peter Huddle’s FY25 remuneration package as well as the actual remuneration he received for FY25 is set out in the Remuneration Report.

4.7 Previous grants under the EIP and the LTI Plan

A total of 4,363,265 Performance Rights and 165,682 Restricted Rights have previously been granted to Peter Huddle at no cost under the EIP and LTI Plan (which applied prior to the introduction of the EIP in FY21) as part of his FY20-FY25 remuneration packages.

4.8 Other information required under the ASX

Listing Rules

In relation to the EIP:

• there is no loan scheme in relation to the Performance Rights or the EIP;

• the CEO and Managing Director is prohibited from hedging the Stapled Security price exposure in respect of the Performance Rights during the Performance Period;

• details of any Performance Rights issued under the EIP will be published in Vicinity’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14; and

• any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Stapled Securities under the EIP after the resolution is approved and who were not named in this Notice will not participate until approval is obtained under that rule.

A voting exclusion applies to this resolution, as set out in this Notice.

The Board (with Peter Huddle abstaining) recommends that Securityholders vote in favour of this resolution.

Item 5 – Renewal of partial takeovers provisions in Company constitution

The Corporations Act permits a company to include in its constitution provisions prohibiting the registration of a transfer of securities resulting from a proportional takeover bid, unless the relevant holders in general meeting approve the bid ( partial takeover provisions ).

Partial takeover provisions were last inserted into the Company’s constitution following Securityholder approval at Vicinity’s 2022 AGM held on 16 November 2022. Under the Corporations Act and the Company’s constitution, these provisions apply for a maximum period of three years, unless earlier renewed. As these provisions expire on 16 November 2025, Securityholders are asked to renew them at the AGM.

Accordingly, a special resolution is being put to Securityholders under sections 136(2) and 648G of the Corporations Act to renew the following partial takeover provisions into the Company’s constitution as rule 21 in the same form as those approved at the 2022 AGM ( former rule 21 ):

21 Partial Takeovers

• (a) Unless the context otherwise indicates or requires, expressions in this rule 21 have the meaning given to them by the Act.

• (b) Where offers have been made under a proportional takeover bid for securities of the Company:

• (1) the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution to approve the bid (in this rule 21 referred to as ‘an approving resolution’) is passed in accordance with the provisions of this rule 21;

• (2) a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote on an approving resolution;

• (3) an approving resolution must be voted on at a meeting, convened by the Company, of the persons entitled to vote on the resolution; and

• (4) an approving resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50% and otherwise is taken to have been rejected.

• (c) The provisions of this constitution that apply in relation to a general meeting of Members apply, with such modifications as the circumstances require, in relation to a meeting that is convened under this rule 21 as if the last-mentioned meeting were a general meeting of Members.

• (d) This rule 21 ceases to have effect at the end of three years beginning at the time of the renewal of this rule or its last renewal in accordance with the Act.

The Board considers that it is in the best interests of Securityholders to renew these provisions.

09

If approved by Securityholders at the AGM, the renewed rule 21 will operate for three years from the date of the AGM (i.e. until 6 November 2028), unless renewed earlier.

The Corporations Act requires the following information to be provided to Securityholders when they are considering the renewal of partial takeover provisions in the Company’s constitution.

Effect, reasons, advantages and disadvantages

The effect of the renewed rule 21, if approved, will be that where a proportional takeover bid is made for securities in the Company (i.e. a bid is made for a specified proportion, but not all, of each Securityholder’s bid class securities), the Board must convene a meeting of Securityholders of the relevant securities to vote on a resolution to approve that bid. The meeting must be held, and the resolution voted on, at least 15 days before the offer period under the bid ends.

To be passed, the resolution must be approved by a majority of votes at the meeting, excluding votes by the bidder and its associates. However, the Corporations Act also provides that, if the meeting is not held within the time required, then a resolution to approve the proportional takeover bid will be deemed to have been passed.

If the resolution to approve the proportional takeover bid is passed or deemed to have been passed, the transfer of securities resulting from acceptance of an offer under that bid will be permitted, and the transfers registered, subject to the Corporations Act and the constitution of the Company.

If the resolution is rejected, the registration of any transfer of securities resulting from an offer under the proportional takeover bid will be prohibited, and the bid deemed to be withdrawn.

The renewed rule 21 will not apply to full takeover bids.

Since rule 21 was inserted in the Company’s constitution at the 2022 AGM, there have been no proportional takeover bids for the Company. Therefore, there are no relevant examples against which to assess the advantages and disadvantages, for either the Board or Securityholders, of the existing partial takeover provisions under former rule 21.

In the Board’s view, the relevant Securityholders should have the opportunity to vote on a proposed proportional takeover bid. A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority interest. As a result, the relevant Securityholders may not have the opportunity to dispose of all their securities, and risk being part of a minority interest in the Company or suffering loss if the takeover bid causes a decrease in the market price of the securities or makes the securities less attractive and, accordingly, more difficult to sell. The renewed rule 21 would only permit this to occur with the approval of a majority of the relevant Securityholders.

For the relevant Securityholders, the potential advantages of the renewed rule 21 are that it will provide them with the opportunity to consider, discuss in a meeting called specifically for the purpose, and vote on whether a proportional takeover bid should be approved. This affords the relevant Securityholders an opportunity to have a say in the future ownership and control of the Company and helps the Securityholders avoid being locked into a minority. The Board believes this will encourage any proportional takeover bid to be structured so as to be attractive to at least a majority of the relevant Securityholders. It may also discourage the making of a proportional takeover bid that might be considered opportunistic. Finally, knowing the view of a majority of the relevant Securityholders may help each individual Securityholder to assess the likely outcome of the proportional takeover bid and decide whether or not to accept an offer under the bid.

A potential disadvantage for the relevant Securityholders arising from the renewed rule 21 is that proportional takeover bids may be discouraged by the further procedural steps that the rule will entail and, accordingly, this may reduce any takeover speculation element in the price of the Company’s securities. Securityholders may be denied an opportunity to sell a portion of their securities at an attractive price where the majority rejects an offer from persons seeking control of the Company.

The Board does not consider that there are any advantages or disadvantages specific to it in relation to the proposed renewed rule 21, or that were applicable during the period that the former rule 21 was in effect. The Board will continue to remain free to make a recommendation to Securityholders as to whether a proportional takeover bid should be accepted.

As at the date of this Notice of Meeting, the Board is not aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.

This resolution must be approved by special resolution passed by at least 75% of the votes cast by or on behalf of Securityholders entitled to vote on the resolution.

The Board unanimously recommends that Securityholders vote in favour of this resolution.

Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

10

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EXPLANATORY MEMORANDUM

Item 6 – Renewal of partial takeovers provisions in Trust Constitution

The Corporations Act permits a listed trust to include in its constitution provisions prohibiting the registration of a transfer of securities resulting from a proportional takeover bid, unless the relevant holders in general meeting approve the bid. Partial takeover provisions were last inserted into the Trust’s constitution following Securityholder approval at Vicinity’s 2022 AGM held on 16 November 2022.

Under the Corporations Act and the Trust’s constitution, these provisions apply for a maximum period of three years, unless earlier renewed. As these provisions expire on 16 November 2025, Securityholders are asked to renew them at the AGM.

Accordingly, a special resolution is being put to Securityholders under sections 601GC(1)(a) and 648G of the Corporations Act to renew the following partial takeover provisions into the Trust’s constitution as clause 12.11 in the same form as approved at the 2022 AGM:

12.11 Partial takeovers

• (a) Subject to the Corporations Act and the Listing Rules, the Trustee is prohibited from registering any transfer of Units giving effect to a takeover contract under a proportional takeover bid in respect of Units (or, if the proportional takeover bid is in respect of a class of Units, Units in that class) unless and until a resolution to approve the takeover bid is passed in accordance with paragraphs (b) to (e) (inclusive).

• (b) Subject to paragraph (c), the only Unitholders entitled to vote on a resolution to approve a proportional takeover bid are those Unitholders who, as at the end of the day on which the first offer under the takeover bid is made, held Units in the bid class in respect of which the offer is made. Each Unitholder entitled to vote has one vote for each Unit in the relevant bid class held by the person at that time.

If approved by Securityholders at the AGM, the renewed clause 12.11 will operate for three years from the date of the AGM (i.e. until 6 November 2028), unless earlier renewed.

Effect, reasons, advantages and disadvantages

As the Units of the Trust and Shares of the Company are stapled and it is proposed that the partial takeover provisions in the constitution of the Company be renewed under item 5, the Board considers it appropriate to renew the equivalent provisions in the Trust’s constitution.

In addition, the effect, reasons, and advantages and disadvantages that apply in respect of the renewal of partial takeover provisions in the Company’s constitution as set out in item 5 of the Explanatory Memorandum apply equally in respect of the renewal of the partial takeover provisions in the Trust’s constitution, except that a reference to:

• the Company is taken to be a reference to the Trust;

• securities are taken to be a reference to Units; and

• rule 21 is taken to be a reference to clause 12.11.

As at the date of this Notice of Meeting, the Board is not aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Trust.

This resolution must be approved by special resolution passed by at least 75% of the votes cast by or on behalf of Securityholders entitled to vote on the resolution.

The Board unanimously recommends that Securityholders vote in favour of this resolution.

• (c) Neither the bidder under the takeover bid nor any associate of the bidder is entitled to vote on the resolution.

• (d) The resolution is to be considered at a meeting convened and conducted by the Trustee of Unitholders entitled to vote on the resolution. The provisions of this deed relating to meetings of Unitholders apply to the meeting with any modifications the Trustee decides are required in the circumstances.

• (e) The resolution is taken to have been passed only if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%.

• (f) If required by the Corporations Act, this clause 12.11 (other than this paragraph (f)) will cease to apply at the end of three years beginning from:

• (1) where it has not been renewed in accordance with the Corporations Act, the date that this clause 12.11 was inserted into this deed; or

• (2) where it has been renewed in accordance with the Corporations Act, the date on which the clause was last renewed.

11

ADDITIONAL INFORMATION

1. Stapling

The Shares and Units are stapled together under the Company constitution and Trust constitution to form a Stapled Security. This means that all Securityholders are Shareholders in the Company and Unitholders in the Trust and each Securityholder holds the same number of Shares and Units.

2. Voting entitlements and joint holdings

The Directors of the Company and the RE have determined that, for the purposes of determining voting entitlements at the AGM, Stapled Securities will be taken to be held by the persons who are registered as Securityholders as at 7.00pm (AEDT) on Tuesday, 4 November 2025. Transfers registered after this time will be disregarded in determining entitlements to attend and vote at the AGM. In the case of Stapled Securities held by joint holders, only the person whose name stands first in the register may vote.

All resolutions will be decided on a poll. On a poll, each Securityholder has:

• in the case of a resolution of the Company, one vote for each Share held in the Company; and

• in the case of a resolution of the Trust, one vote for each dollar of the value of the total interests they have in the Trust.

3. Corporate representatives and attorneys

A body corporate that is a Securityholder, or which has been appointed to vote as proxy, may appoint an individual to act as its representative at the AGM. Corporate representatives are requested to submit a completed ‘Certificate of Appointment as a Corporate Representative’ form in accordance with the instructions in note 6 below. The form may be obtained from Vicinity’s Security Registry or online at au.investorcentre. mpms.mufg.com/Login/Login.

A Securityholder entitled to attend and vote at the AGM may appoint an attorney to attend and vote on their behalf. An attorney need not be a Securityholder of Vicinity. Instructions for submitting a Power of Attorney or a certified copy of a Power of Attorney are set out in note 6.

4. Appointing a proxy

A Securityholder entitled to attend and vote at the AGM may appoint a person as their proxy to attend and vote on their behalf ( Proxy Holder ). A person appointed as a Proxy Holder need not be a Securityholder and may be either an individual or a body corporate.

A Securityholder entitled to cast two or more votes may appoint up to two Proxy Holders and may specify the proportion or number of votes each Proxy Holder is entitled to exercise. If no proportion or number of votes for each Proxy Holder is specified, each Proxy Holder may exercise half of the votes.

A Securityholder may direct the Proxy Holder to vote ‘For’ or ‘Against’, or to ‘Abstain’ from voting on each resolution. Vicinity encourages all Securityholders to direct Proxy Holders how to vote on each resolution. If you do not direct the Proxy Holder how to vote on a resolution, the Proxy Holder may decide how to vote on that resolution, subject to the voting exclusions described in this Notice. Refer to the instructions on page 1 for how to lodge your votes by proxy.

Unless the Chairman of the AGM is your proxy, members of Vicinity’s KMP and their closely related parties will not

be able to vote on the resolutions in Items 2 and 4 as your Proxy Holder unless you direct them how to vote on those resolutions. Similarly, Peter Huddle and his associates will not be able to vote in favour of the resolution in Item 4 as your Proxy Holder unless you direct them how to vote on that resolution. If you intend to appoint any of these persons as your Proxy Holder, you should ensure that you direct that person how to vote on the resolutions in Items 2 and 4 by marking ‘For’, ‘Against’ or ‘Abstain’ on the proxy form.

If you intend to appoint the Chairman of the AGM as your Proxy Holder, you can direct the Chairman of the AGM how to vote by marking ‘For’, ‘Against’ or ‘Abstain’ on the proxy form for each resolution. If the Chairman of the AGM is appointed your proxy (or becomes your proxy by default), and you do not direct the Chairman of the AGM how to vote on Items 2 and 4 on the proxy form, then by completing and submitting the proxy form, you will be expressly authorising the Chairman of the AGM to exercise the proxy in respect of the resolutions in Items 2 and 4 as the Chairman of the AGM sees fit even though the resolutions are connected with the remuneration of a member of Vicinity’s KMP.

If you appoint a Proxy Holder, you may still attend the AGM and ask questions. If you also choose to vote at the AGM this will invalidate your proxy’s vote. Your proxy appointment will not be revoked by reason of your attendance at the Meeting but will be revoked if you vote at the Meeting.

Any directed proxies that are not voted on a poll at the AGM will automatically default to the Chairman of the AGM, who is required to vote proxies as directed.

5. How the Chairman of the AGM intends to vote available undirected proxies

If the Chairman of the AGM is appointed your proxy (or becomes your proxy by default), the Chairman of the AGM intends to vote all available undirected proxies in favour of each resolution.

6. How to register your authorities

Corporate representatives are requested to submit a completed ‘Certificate of Appointment as a Corporate Representative’ form by email to vicinity@cm.mpms.mufg.com by no later than 10.30am (AEDT) on Tuesday, 4 November 2025.

For Securityholders intending to appoint an attorney to act on their behalf, the Power of Attorney or a certified copy of the Power of Attorney cannot be submitted online and must be sent to the address or facsimile number set out below. The Power of Attorney or a certified copy of the Power of Attorney must be received by no later than 10.30am (AEDT) on Tuesday, 4 November 2025.

Proxy nominations must also be lodged by no later than 10.30am (AEDT) on Tuesday, 4 November 2025.

Address

Vicinity Centres c/- MUFG Corporate Markets (AU) Limited Locked Bag A14, Sydney South NSW 1235, Australia

Facsimile

+61 2 9287 0309

Securityholders should contact Vicinity’s Security Registrar on +61 1300 887 890 with any queries.

12 Vicinity Centres | 2025 Notice of Meeting and Explanatory Memorandum

GLOSSARY

Term	Defniton
AGM	The Annual General Meetng of the Company and the meetng of the Unitholders of the Trust to be
	held concurrently at 10.30am on Thursday, 6 November 2025 at Hotel Chadstone, Altus Events Room,
	1341 Dandenong Road, Chadstone, Victoria and via our online AGM platorm.
Annual Report	The annual report of Vicinity Centres including the:
	(a) fnancial report of Vicinity Centres;
	(b) reports of the Directors and Auditor; and
	(c) Remuneraton Report,
	for the year ended 30 June 2025.
Associate	Has the meaning given to it in the ASX Listng Rules.
ASX	The Australian Securites Exchange.
ASX Listng Rule	An ofcial listng rule of the ASX.
ASX Recommendatons	The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendatons 4th Editon.
Auditor	Ernst & Young ABN 75 288 172 749.
Board	When referred to in the context of:
	(a) the Company, means the board of the Company;
	(b) the Trust, means the board of the RE; and
	(c) Vicinity Centres, means the boards of both the Company and the RE actng as a co-ordinated board.
Closely related party	A ‘closely related party’ of a member of the KMP of the Company is defned in the Corporatons Act
	and includes a member of the KMP’s spouse, dependant and certain other close family members, as
	well as any companies controlled by a member of the KMP.
Company	Vicinity Limited ABN 90 114 757 783.
Comparator Group	Refer to secton 4.2.1 of the Explanatory Memorandum.
Corporatons Act	The_Corporatons Act 2001_(Cth).
Director	When referred to in the context of:
	(a) the Company, means a director of the Company; and
	(b) the Trust, means a director of the RE.
EIP	The Vicinity Centres Equity Incentve Plan.
KMP	Key management personnel, as defned in secton 9 of the Corporatons Act, which includes each of the Directors and certain senior executves. The KMP for the year ended 30 June 2025 are outlined in the Remuneraton Report.
LTI Plan	The Vicinity Centres Long-Term Incentve Plan which applied prior to the introducton of the EIP
	in FY21.
Notce or Notce of Meetng	This notce of meetng which contains the Explanatory Memorandum and the Additonal Informaton.
NTA	Net Tangible Assets per Stapled Security.

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Term	Defniton
Performance Measures	The two performance measures set out in secton 4.2 of the Explanatory Memorandum, each of which
	is a Performance Measure.
Performance Period	The four-year period from 1 July 2025 untl 30 June 2029.
Performance Right	A right to fully paid Stapled Securites, or at the Board’s discreton, a cash payment, under the EIP rules
	or LTIP rules (as applicable).
RE	Vicinity Centres RE Ltd ABN 88 149 781 322, which is the responsible entty of the Trust.
Remuneraton Report	The remuneraton report for the Company for the fnancial year ended 30 June 2025 as contained in
	pages 66 to 90 of the Annual Report.
Securityholder	A holder of a Stapled Security.
Share	A share in the Company.
Shareholder	A holder of a Share.
Stapled Security or Security	A Share in the Company and a Unit in the Trust which are stapled together and trade as Vicinity
	Centres (ASX:VCX) so that one may not be dealt with without the other.
TFR	Total Fixed Remuneraton.
TR	Total Return. Refer to secton 4.2.2 of the Explanatory Memorandum.
Trust	Vicinity Centres Trust ARSN 104 931 928.
TSR	Total Securityholder Return. Refer to secton 4.2.1 of the Explanatory Memorandum.
Unit	A unit in the Trust.
Unitholder	A holder of a Unit.
Vestng Conditon	Performance, service or other conditons that must be satsfed or circumstances which must exist
	before Performance Rights vest.
Vicinity or Vicinity Centres	The Company and the Trust, stapled together and listed on the ASX as Vicinity Centres (ASX:VCX).
VWAP	Volume weighted average price.

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VICINITY.COM.AU

Vicinity Limited ABN 90 114 757 783

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Vicinity Centres Trust ARSN 104 931 928

Responsible Entity of Vicinity Centres Trust Vicinity Centres RE Ltd ABN 88 149 781 322

LODGE YOUR VOTE

ONLINE  https://au.investorcentre.mpms.mufg.com

BY MAIL  Vicinity Centres C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

• BY HAND*

MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 *during business hours Monday to Friday (9:00am - 5:00pm)

 ALL ENQUIRIES TO

Telephone: +61 1300 887 890

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X99999999999
X99999999999
PROXY FORM
I/We being a Securitytholder(s) of Vicinity Centres ( Vicinity ) and entitled to attend and vote at the 2025 AGM hereby appoint:
APPOINT A PROXY
OR if you are NOT appointing the Chairman of the AGM ( Chairman ) as your Name
the Chairman of the proxy, please write the name and email of the person or body corporate
AGM (mark box) you are appointing as your proxy
Email
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman, as my/our proxy to act on my/our behalf (including to
vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual
General Meeting of Vicinity Limited ( Company ) and a meeting of the Unitholders of Vicinity Centres Trust ( Trust ), to be held concurrently at 10:30am (AEDT) on
Thursday, 6 November 2025 (the AGM ) and at any postponement or adjournment of the AGM.
The AGM will be conducted as a hybrid meeting. You can participate by attending in person at Hotel Chadstone, Altus Events Room, 1341 Dandenong
Road, Chadstone, Victoria or logging in online at meetings.openbriefng.com/VCX25 (refer to details in the Online Meeting Guide which can be accessed
at vicinity.com.au/investors/annual-general-meetings).
Important for Items 2 & 4: If the Chairman is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you
expressly authorise the Chairman to exercise the proxy in respect of items 2 & 4, even though the items are connected directly or indirectly with the
remuneration of a member of the Vicinity’s Key Management Personnel.
The Chairman intends to vote all available undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by Vicinity if they are signed and received no later than 48 hours before the AGM.
Please read the voting instructions overleaf before marking any boxes with an T
Items of business For Against Abstain * For Against Abstain
2 Non-binding advisory vote on 3(d) Re-election of Directors of the
Remuneration Report Company - Dion Werbeloff
3(a) Re-election of Directors of the 4 Approval of equity grant to CEO
Company - Trevor Gerber and Managing Director
3(b) Re-election of Directors of the 5 Renewal of Partial Takeovers
Company - Tiffany Fuller Provisions in Company constitution
6 Renewal of Partial Takeovers
3(c) Re-election of Directors of the
Provisions in Trust constitution
Company - Georgina Lynch
 * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.
S A M P L E
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SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (delete one) Director

This form should be signed by the Securityholder. If a joint holding, any Securityholder may sign. If signed by the Securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

VCX PRX2501N

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on Vicinity’s security register. If this information is incorrect, please make the correction online at au.investorcentre.mpms.mufg.com. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Securities using this proxy form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:30am (AEDT) on Tuesday, 4 November 2025 , being not later than 48 hours before the commencement of the AGM. Any Proxy Form received after that time will not be valid for the scheduled AGM.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman as your proxy, please write the name and email address of that individual or body corporate in Step 1. An email will be sent to your appointed proxy with details on how to access the AGM. If you leave this section blank, or if your named proxy does not attend the AGM, the Chairman will be your proxy. If your named proxy attends the AGM but does not vote on an item in accordance with your direction, the Chairman will become your proxy in respect of that item. A proxy need not be a Securityholder of Vicinity.

Proxy forms may be lodged in the following ways:

PROXY FORMS MAY BE LODGED ONLINE  OR BY MOBILE DEVICE

Step 1: Go to au.investorcentre.mpms. mufg.com and enter ‘Vicinity Centres’ as the Issuer OR access using the adjacent QR code.

PROXY VOTING BY THE CHAIRMAN

Step 2: Enter your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) (found on the back of this proxy form) and postcode.

On a poll, the Chairman will vote directed proxies as directed and may Reference Number (SRN) or Holder vote available undirected proxies as the Chairman sees fit. If the Chairman Identification Number (HIN) (found on is your proxy or becomes your proxy by default, and you do not provide the back of this proxy form) and voting directions, then by submitting the proxy form you are expressly postcode. authorising the Chairman to exercise your proxy on resolutions that are connected directly or indirectly with the remuneration of a member of Step 3: Enter the security code, read Vicinity’s key management personnel. and accept the terms and conditions VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT and click ‘Login’. You may direct your proxy how to vote by placing a mark in one of the Step 4: Select ‘Voting’ to lodge your boxes opposite each item of business. All your Securities will be voted in vote. accordance with your direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number BY MAIL of Securities you wish to vote in the appropriate box or boxes. If you do  not mark any of the boxes on an item of business, your proxy may vote Vicinity Centres as they choose on that item. If you mark more than one box on an item C/- MUFG Corporate Markets (AU) Limited your vote on that item will be invalid. Locked Bag A14 APPOINTMENT OF A SECOND PROXY Sydney South NSW 1235 Australia You are entitled to appoint up to two persons as proxies to attend the AGM and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning Vicinity’s security registry or  BY FAX +61 2 9287 0309 you may copy this form and return them both together. To appoint a second proxy you must: BY HAND  (a) on each of the first proxy form and the second proxy form, state the MUFG Corporate Markets (AU) Limited percentage of your voting rights or number of Securities applicable to Parramatta Square that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half Level 22, Tower 6 your votes. Fractions of votes will be disregarded; and 10 Darcy Street (b) return both forms together. Parramatta NSW 2150 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the Securityholder must sign. Joint holding: where the holding is in more than one name, any Securityholder may sign. Power of Attorney:* to sign under Power of Attorney, you must lodge the Power of Attorney with Vicinity’s security registry unless it has previously been provided and not revoked. If you have not previously lodged this document for notation, please attach a certified copy of the Power of Attorney to this form when you return it.

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

Step 4: Select ‘Voting’ to lodge your vote.

BY MAIL  Vicinity Centres C/- MUFG Corporate Markets (AU) Limited

MUFG Corporate Markets (AU) Limited Parramatta Square

*during business hours Monday to Friday (9:00am - 5:00pm)

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth)) 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the AGM the appropriate ‘Certificate of Appointment of Corporate Representative’ must be received at vicinity@cm.mpms.mufg.com prior to the AGM. A form of the certificate may be obtained from Vicinity’s security registry or online at mpms.mufg.com/en/mufg-corporate-markets.