Region : 2024 Notice of Annual General Meeting, sample Proxy Form and Question Form (RGN)

About this update from Region Group

2024 Notice of Meeting Supporting better communities through life's essentials. 2024 Notice of Meeting Notice of Annual General Meeting 15 October 2024, 2:00pm (Sydney time) Notice is given by Region RE Limited (ABN 47 158 809 851) (AFSL 426603) (Region RE) as responsible entity of Region Retail Trust (ARSN 160 612 788) (Retail Trust) and Region Management Trust (ARSN 160 612 626) (Management Trust) that the Annual General Meeting for holders of stapled securities in the Retail Trust and the Management Trust (Security holders) for 2024 will be held on Tuesday 15 October 2024 at 2:00pm (Sydney time) (the Meeting). In accordance with section 252S(1) of the Corporations Act, Region RE has appointed Steven Crane to act as Chair. Important: The resolutions set out in this Notice of Meeting should be read together with the accompanying Explanatory Memorandum. When: 15 October 2024 at 2:00pm (Sydney time) Where: Marble Room, Radisson Blu Plaza Hotel Sydney, 27 O'Connell Street, Sydney NSW 2000 Security holders can also participate in the Meeting online at: https://meetings.linkgroup.com/RGN24 The latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox is required. Amongst other functions, the virtual platform will allow Security holders to listen to the Meeting, ask questions and make comments (both orally and in writing) in relation to the business of the Meeting and to vote in real time, as they ordinarily would if they were physically present at the Meeting. In addition, Region RE will answer questions submitted by Security holders in accordance with the accompanying Question Form. Security holders will be able to log on to the virtual platform from 1:00pm (Sydney time) on the date of the Meeting. A guide on how to use the virtual platform (including how to register, log in, vote and ask questions during the Meeting) is available on Region RE's website at https://regiongroup.au/ . Region RE may also publish regulations, rules and procedures in relation to the manner in which the Meeting is to be conducted. 2 Notice of 2024 Annual General Meeting - Agenda Ordinary business 2024 Financial Statements and Reports To receive, consider and discuss the annual financial report, directors' report and the auditor's report for Region Group for the financial year ended 30 June 2024. Please note that there is no requirement for Security holders to approve these reports. 3. Remuneration Report Resolution 1: Adoption of the Remuneration Report To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution: 'That the Remuneration Report for the year ended 30 June 2024 be adopted.' Please note that the vote on this resolution is advisory only and does not bind Region RE's Directors or Region Group. Voting Exclusion Details of the voting exclusions that apply to this resolution are set out in the 'Voting Exclusions' section of the Procedural Notes to this Notice of Meeting. 4. Election of Directors Resolution 2: Re-election of Independent Director - Beth Laughton To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 'That Beth Laughton, who retires and, being eligible, offers herself for re-election as a director of Region RE, be re-elected as a director of Region RE.' Resolution 3: Re-election of Independent Director - Angus James To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 'That Angus James, who retires and, being eligible, offers himself for re-election as a director of Region RE, be re-elected as a director of Region RE.' 5. Executive Incentive Plan Resolution 4: Issue of Short Term Incentive Rights under the Executive Incentive Plan to the Chief Executive Officer, Anthony Mellowes To consider and, if thought fit, to pass the following as an ordinary resolution: 'That for all purposes, including the purposes of ASX Listing Rule 10.14, approval be given for: the grant to the Chief Executive Officer of Region RE, Anthony Mellowes, of 119,638 Rights as part of a short term incentive award under the Executive Incentive Plan; and the transfer or allocation of Stapled Securities to Anthony Mellowes upon vesting of the Rights described in paragraph (a) of this resolution.' Voting exclusion Region RE will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting exclusions' section of the Procedural Notes to this Notice of Meeting. 3 2024 Notice of Meeting Resolution 5: Issue of Long Term Incentive Rights under the Executive Incentive Plan to the Chief Executive Officer, Anthony Mellowes To consider and, if thought fit, to pass the following as an ordinary resolution: 'That for all purposes, including the purposes of ASX Listing Rule 10.14, approval be given for: the grant to the Chief Executive Officer of Region RE, Anthony Mellowes, of 667,749 Rights as part of a long term incentive award under the Executive Incentive Plan; and the transfer or allocation of Stapled Securities to Anthony Mellowes upon vesting of the Rights described in paragraph (a) of this resolution.' Voting exclusion Region RE will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting exclusions' section of the Procedural Notes to this Notice of Meeting. By order of the Board of Directors of Region RE Limited Erica Rees Company Secretary Dated 12 September 2024 4 Notice of 2024 Annual General Meeting - Procedural Notes Region Group is the collective name of the Management Trust and Retail Trust (each a Trust and together, the Trusts). Each security in the Management Trust is stapled to one security in the Retail Trust to form a Stapled Security. As each Trust is a separate entity, they are required to conduct separate meetings. However, rules 25.10(b) and 34.8(b) of the constitution of each Trust provides that meetings of Security holders may be held in conjunction and Region RE, as the responsible entity of each Trust, may make any rules for the conduct of Security holder meetings as Region RE determines. The Board has determined that because the resolutions to be proposed at each meeting of the Trusts are the same, each of the meetings will be conducted concurrently so that, from an administrative and attendance point of view, the conduct of the meetings will be as if they were one single meeting. Accordingly, any reference to "Meeting" in this Notice of Meeting is to the contemporaneous meetings of the Trusts convened by this Notice of Meeting and any reference to a "resolution" is to an identical resolution to be approved simultaneously by the Security holders of each Trust. Quorum The quorum necessary for this Meeting is two Security holders being present, in person, including virtually, or by proxy. If a quorum is not present within 30 minutes after the scheduled time for the Meeting, the Meeting will be adjourned as Region RE directs. The quorum must be present at all times during the Meeting, and if at any time a quorum is not present, the Meeting will be adjourned as Region RE directs. Eligibility to Vote The Board has determined that the registered holders of Stapled Securities at 7:00pm (Sydney time) on Friday, 11 October 2024 will be taken to be Security holders for the purposes of the Meeting and accordingly, will be entitled to attend and, subject to any applicable voting exclusions, vote at the Meeting. Voting Exclusions In accordance with section 253E of the Corporations Act, Region RE and its associates are not entitled to vote on any resolution if they have an interest in the resolution other than as a member. Certain other persons are also not entitled to vote on the resolutions in accordance with the Corporations Act, the ASX Listing Rules and Region Group's corporate governance framework. The relevant voting exclusions are described in the Voting Exclusion Statement below. Voting Exclusion Statement Resolution 1: Adoption of the Remuneration Report In accordance with the Corporations Act, a vote must not be cast on Resolution 1, and Region RE will disregard any votes cast in favour of Resolution 1 by or on behalf of KMP whose remuneration details are included in the Remuneration Report, and their CRP, unless the vote is cast by a KMP or their CRP as proxy for a person entitled to vote in accordance with a direction on the Proxy Form. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on Resolution 1 because the Proxy Form expressly authorises the Chair of the Meeting to exercise undirected proxies. 5 2024 Notice of Meeting For the purpose of this voting exclusion statement: Key management personnel (or KMP ) are those persons having authority and responsibility for planning, directing and controlling the activities of Region Group either directly or indirectly. It includes all Directors (Executive and Non-Executive) of Region RE. The KMPs during the year ended 30 June 2024 are listed in the Remuneration Report contained in the Directors' Report. A closely related party (or CRP ) of a KMP means: a spouse or child of the KMP; a child of the KMP's spouse; a dependant of the KMP or of the KMP's spouse; anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with Region Group; or a company the KMP controls. Resolutions 4 and 5 In accordance with the Corporations Act, a vote must not be cast on Resolutions 4 and 5, and Region RE will disregard any votes cast in favour of the resolutions by or on behalf of: the named person or class of persons excluded from voting identified in the far right hand column of the table below ( Excluded Person ); or an associate of an Excluded Person. Resolution no Resolution description Excluded Person Resolution 4 Approval of issue of STI Rights under the Executive Incentive Plan to the Chief Executive Officer, Anthony Mellowes Anthony Mellowes (being the only person of a type referred to in ASX Listing Rule 10.14.1 who is eligible to participate in the Executive Incentive Plan), as well as any persons referred to in ASX Listing Rules 10.14.2 or 10.14.3 who are eligible to participate in the Executive Incentive Plan. Resolution 5 Approval of issue of LTI Rights under the Executive Incentive Plan to the Chief Executive Officer, Anthony Mellowes Anthony Mellowes (being the only person of a type referred to in ASX Listing Rule 10.14.1 who is eligible to participate in the Executive Incentive Plan), as well as any persons referred to in ASX Listing Rules 10.14.2 or 10.14.3 who are eligible to participate in the Executive Incentive Plan. However, the above voting exclusions do not apply to a vote cast in favour of a resolution by: an Excluded Person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or a Security holder 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 Security holder that the beneficiary is not excluded from voting, and is not an associate of an Excluded Person, on the resolutions; and the Security holder votes on the resolution in accordance with directions given by the beneficiary to the Security holder to vote in that way. 6 Voting by Proxy An eligible Security holder can vote at the Meeting by appointing a proxy to attend and vote at the Meeting on their behalf. Where a Security holder is entitled to two or more votes, they may appoint two proxies to attend and vote at the Meeting on their behalf. Where two proxies are appointed, a Security holder may specify the number or proportion of votes to be exercised by each proxy appointed. If no number or proportion of votes is specified, each proxy appointed will be taken to exercise half of that Security holder's votes (disregarding fractions). An appointed proxy need not themselves be a Security holder. To appoint a proxy, please complete the accompanying Proxy Form in accordance with the lodgement instructions below. It is not necessary to fill in the name of the person to be appointed proxy in the Proxy Form unless it is desired to appoint a person other than the Chair of the Meeting. Lodgement Instructions Proxy Forms can be submitted in the following ways: Online at https://investorcentre.linkgroup.com; By mail to Link Market Services Limited at Locked Bag A14, Sydney South, NSW 1235 Australia; By facsimile to +61 2 9287 0309; or By hand to Link Market Services Limited at Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 Instructions on how to complete the Proxy Form are on the reverse of the Proxy Form accompanying this Notice of Meeting. If a Proxy Form is signed by an attorney, a Security holder must also send Region RE the original power of attorney, or a certified copy of the power of attorney or other authority under which the Proxy Form is signed. To be valid, completed Proxy Forms appointing a proxy (and a copy of the power of attorney (certified or original) or other authority (if any) under which it is signed) must be received by Region RE no later than 2:00pm (Sydney time) on Friday, 11 October 2024. Security holders are encouraged to submit their Proxy Forms online. If you wish to post a Proxy Form, please be aware of current postal timeframes. Undirected Proxies The Chair of the Meeting intends to vote undirected proxy votes in favour of all resolutions (subject to the voting exclusions described above). 7 2024 Notice of Meeting Voting by Corporate Representative A Security holder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 253B of the Corporations Act. The representative should, at the Meeting, provide to Region RE evidence of his or her appointment, unless such evidence has previously been provided. In particular, if a representative of the corporation is to attend the Meeting, the appropriate "Certificate of Appointment of Corporate Representative" must be received by Region RE no later than 2:00pm (Sydney time) on Friday, 11 October 2024 in accordance with the above lodgement instructions. Details of the lodgement instructions can also be found on the reverse of the Proxy Form accompanying this Notice of Meeting. A form of the certificate may be obtained from Region RE's securities registry or online at www.linkmarketservices.com.au . Voting by Attorney A Security holder entitled to participate in and vote at the Meeting is entitled to appoint an attorney to participate in and vote at the Meeting on the Security holder's behalf. Such attorney need not themselves be a Security holder. The power of attorney appointing the attorney must be signed and specify the name of each Security holder, each Trust, the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one. To be effective, the power of attorney must also be returned in the same manner, and by the same time, as specified for Proxy Forms, as described in the above lodgement instructions. To avoid any unforeseen technical difficulties associated with voting in real time during the Meeting on the virtual platform, the Board recommends, as far as practicable, that all Security holders lodge a Proxy Form prior to the Meeting in accordance with the lodgement instructions above. Participating and Voting Online during the Meeting Security holders can also participate in the 2024 Annual General Meeting online at: https://meetings.linkgroup.com/RGN24 The latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox is required. Amongst other functions, the virtual platform will allow the Security holders to listen to the Meeting, ask questions and make comments (both orally and in writing) in relation to the business of the Meeting and to vote in real time, as they ordinarily would if they were physically present at the Meeting. In addition, Region RE will answer questions submitted by Security holders in accordance with the accompanying Question Form. Security holders will be able to log on to the virtual platform from 1:00pm (Sydney time) on the date of the Meeting. A guide on how to use the virtual platform (including how to register, log in, vote and ask questions during the Meeting) is available on Region RE's website at https://regiongroup.au/ . Region RE may also publish regulations, rules and procedures in relation to the manner in which the Meeting is to be conducted. To avoid any unforeseen technical difficulties associated with voting in real time during the Meeting on the virtual platform, the Board recommends, as far as practicable, that all Security holders lodge a Proxy Form prior to the Meeting in accordance with the lodgement instructions above. 8 Poll In compliance with section 253J(1A)(a) of the Corporations Act, voting on all resolutions will be determined by a poll at the Meeting. Security holder questions Security holders are able to submit written questions prior to the Meeting. To submit a written question, please complete and return the accompanying Question Form, or submit the question online, in accordance with the instructions on the Question Form. The Question Form must be received by Region RE's security registrar, Link Market Services Limited, by 5:00pm (Sydney time) on Tuesday, 8 October 2024. Questions should relate to matters that are relevant to the business of the Meeting as outlined in the Notice of Meeting. Webcast An audio recording of the Meeting will be made available on Region RE's website at: https://regiongroup.au/ . Results of Meeting The voting results will be announced to the ASX promptly following the Meeting and will also be made available on Region RE's website at: https://regiongroup.au/ . Majority required to pass the Resolutions All ordinary business items (Resolutions 1 - 5) involving a vote by Security holders require ordinary resolutions, which means that, to be passed, each resolution needs the approval of a simple majority of the votes cast by Security holders (or their proxies) entitled to vote on the resolution. Enquiries If you have any questions about the resolutions, how to participate in the Meeting, how to vote on the resolutions or complete the Proxy Form or Question Form, please contact the Region Group Information Line on 1300 318 976 (within Australia) or +61 1300 318 976 (outside Australia) or consult your financial or other professional advisor. 9 2024 Notice of Meeting Notice of 2024 Annual General Meeting - Explanatory Memorandum This Explanatory Memorandum and Annexures A and B form part of the Notice of Meeting convening the Annual General Meetings of Security holders of the Retail Trust and the Management Trust being held simultaneously. Unless otherwise defined, capitalised terms have the meaning attributed to them in the Glossary. Financial Statements and Reports Section 317 of the Corporations Act requires Region Group to lay its financial report, the directors' report and the independent auditor's report for the last financial year before the Meeting. The financial report has been approved by the Directors and audited by the independent auditor. Whilst there is no requirement for these reports to be formally approved by Security holders, Security holders will have a reasonable opportunity to ask questions and make comments about these reports and the business, operations and management of Region Group during the Meeting. Security holders are also encouraged to submit questions prior to the Meeting in accordance with the accompanying Question Form. Region Group's external auditor, Deloitte Touche Tohmatsu will also be in attendance at the Meeting to respond to questions in relation to the conduct of the audit and the preparation and content of the auditor's report. Remuneration Report Resolution 1: Adoption of the Remuneration Report The purpose of Resolution 1 is to adopt the Remuneration Report for the year ended 30 June 2024. The Remuneration Report is set out in Region Group's FY24 Annual Report and is available on the Region Group website at https://regiongroup.au/ . Under section 250R of the Corporations Act, a listed company is required, at its annual general meeting, to put a vote to its shareholders to approve its remuneration report. Consistent with the corporate governance framework adopted by Region Group, the Board has determined that Region Group will be subject to this obligation even though it is a listed stapled group comprising real estate investment trusts. Security holders will have an opportunity to ask questions and make comments about the Remuneration Report at the Meeting. Security holders are also encouraged to submit questions prior to the Meeting in accordance with the accompanying Question Form. While the vote on Resolution 1 is advisory only and does not bind the Board or Region RE, the Board will take the outcome of the vote into consideration in future reviews of the remuneration approach for Directors and executives of Region RE. Directors' recommendation: The Directors unanimously recommend that Security holders vote in favour of the adoption of the Remuneration Report. 10

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