Notice of Meeting and Explanatory Notes (2025 Notice of Meeting and Explanatory Notes)

SCENTRE GROUP2025 Notice of Meeting

Scentre Group owns and operates

42 Westfield destinations

in Australia and New Zealand

In this notice

2024 reporting suite

Eternal Sunshine by artist Mali Isabel

Responsible Business

Report

Acknowledgement of Country

We acknowledge the Traditional Owners and communities of the lands on which our business operates.

We pay our respect to Aboriginal and

Torres Strait Islander cultures and to their Elders past and present.

We recognise the unique role of

Māori as Tangata Whenua of

Aotearoa/New Zealand.

SEE MORE ONLINE

scentregroup.com

Cover Image: Christmas After Dark at Westfield Chermside, Qld

Scope 1 and 2 emissions

reduction since 2014

52%(i)

Waste diverted

from operations

Global Sector

Leader, Development

in 2024 GRESB Real Estate Assessment for fifth consecutive year

SCENTRE GROUP2025 Notice of Meeting

A message from

our Chair

On behalf of my fellow Board members, I am pleased to invite you to attend the 2025 Annual General Meeting (AGM) of Scentre Group to be held on Wednesday,

9 April 2025 commencing at 10.00am AEST.

Our AGM is an important date in our corporate calendar and an opportunity for securityholders to hear about Scentre Group's business.

You can attend the meeting in person at the Wesley Conference Centre in Sydney, or participate online.

The business of the meeting is to consider the Group's 2024 Financial Report, Directors' Report and Auditor's Report as well as the election and re-election of Directors.

1. am standing for re-election together with Catherine Brenner and Michael Ihlein. Craig Mitchell, who was appointed as a non-executive Director on 14 October 2024, will also stand for election.

We also have remuneration related resolutions being the adoption of the Group's 2024 Remuneration Report and the approval of grants of performance rights to our Managing Director and Chief Executive Officer, Elliott Rusanow.

The Board was concerned that 27.76 per cent of securityholders did not support our 2023 Remuneration Report. Our 2024 Remuneration Report (considered at item 6) sets out the steps the Board has taken to address securityholder concerns. The resolution at item 8 is a "conditional resolution". That is, it will only be put to the meeting if at least 25 per cent of the votes validly cast on item 6 are voted against the resolution.

Information on how to take part in the AGM is outlined in this Notice of Meeting.

Thank you for your support and we look forward to welcoming you to the AGM.

Ilana Atlas AO

Chair

7 March 2025

2025 Notice of Meeting

The Annual General Meeting of securityholders of Scentre Group Limited (Company) will be held on Wednesday, 9 April 2025 commencing at 10.00am AEST.

Securityholders can attend the meeting at the Wesley Conference Centre, 220 Pitt Street, Sydney.

Securityholders can also participate in the meeting online, including being able to ask questions and vote.

Registration opens at 9.00am AEST on Wednesday, 9 April 2025.

Securityholders who wish to participate but are unable to attend on the day should lodge their proxy form by 10.00am AEST on Monday, 7 April 2025.

Financial statements and reports

1. To receive and consider the Company's Financial Report, Directors' Report and Auditor's Report for the year ended 31 December 2024.

Re-election of Directors

To pass the following as ordinary resolutions of the Company:

1. To re-elect Ilana Atlas AO as a Director of the Company.
2. To re-elect Catherine Brenner as a Director of the Company.
3. To re-elect Michael Ihlein as a Director of the Company.
4. To elect Craig Mitchell as a Director of the Company.

Remuneration Report

To pass the following as a non-binding resolution of the Company:

6. That the Remuneration Report for the financial year ended 31 December 2024 be adopted.

Approval of grant of performance rights to Elliott Rusanow, Managing Director and Chief Executive Officer

To pass the following as an ordinary resolution of the Company:

7. That approval is given for the issue to, and acquisition by, the Managing Director and Chief Executive Officer Elliott Rusanow of 1,146,429 performance rights under Scentre Group's Performance Rights Plan and the acquisition of Scentre Group stapled securities on vesting of those performance rights, on the basis described in the explanatory notes forming part of this Notice of Meeting.

Conditional Spill Resolution

To pass the following as an ordinary resolution of the Company:

8. That, subject to and conditional on at least 25% of the votes validly cast on the resolution to adopt the Remuneration Report for the year ended

31 December 2024 (item 6) being cast against that resolution:

1. an extraordinary general meeting of the Company (the "spill meeting") be held within 90 days of the passing of this resolution.
2. all of the Directors who were Directors of the Company when the resolution to make the Directors' Report for the year ended 31 December 2024 was passed (other than the Managing Director and Chief Executive Officer) and who remain in office at the time of the spill meeting, cease to hold office immediately before the end of the spill meeting; and

1. resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote of securityholders at the spill meeting.

Voting exclusion statements

Items 6, 7 and 8 are resolutions which directly or indirectly relate to the remuneration of key management personnel.

The Company will disregard any vote cast on items 6, 7 or 8 by or on behalf of a member of the key management personnel of the Company's consolidated group (Group) or a closely related party of such member (together, Excluded Persons).

Additionally, the Company will disregard any vote cast on items 6, 7 or 8 by an Excluded Person acting as proxy, unless the vote is cast:

• by an Excluded Person as proxy for a person entitled to vote on the resolution in accordance with their direction on the proxy form.
• by the Chair of the meeting as proxy for a person entitled to vote on the resolution, where the proxy appointment expressly authorises the Chair to vote undirected proxies as the Chair sees fit (even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the Company).

If the Chair is your proxy or is appointed as your proxy by default, and you do not direct the Chair how to vote on items 6, 7 or 8 on your proxy form, you will be expressly authorising the Chair to vote on items 6, 7 or 8 as the Chair sees fit (even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the Company). The Chair intends to vote undirected proxies in favour of items 6 and 7 and, if it is put

to the meeting, against item 8.

Other information

Voting on all resolutions will be conducted by poll. Further details of the poll will be provided at the meeting.

By order of the Board.

Maureen McGrath

Company Secretary

Sydney, NSW

7 March 2025

Entitlement to attend and vote at the meeting

All securityholders may attend the meeting.

The Board has determined that for the purposes of voting at the meeting, registered holders of Scentre Group stapled securities as at 7.00pm AEST on Monday, 7 April 2025 will be eligible to vote at the meeting.

How to vote

Before the AGM

How to ask questions

We welcome securityholders' questions at the meeting. However, in the interests of all present at the meeting, we request that securityholders confine their questions to matters before the meeting that are relevant to securityholders as a whole.

At the meeting we aim to address the subject matter of more frequently asked questions which relate to the matters before the meeting. Securityholders who submit a question may not receive an individual response.

Questions may be moderated or amalgamated if there are multiple questions on the same point.

Before 10.00am AEST on Monday, 7 April 2025, securityholders can appoint a proxy online at www.investorvote.com.auor www.intermediaryonline.comfor custodians and nominees (subscribers only).

Attending the meeting in person

The meeting will be held at the Wesley Conference Centre, 220 Pitt Street, Sydney at 10.00am AEST on Wednesday, 9 April 2025.

To ask a question online, please follow the online meeting guide available at www.computershare.com.au/ virtualmeetingguide. You can also access the guide at www.scentregroup.com/investors/annual-general-meetings.

You can also ask questions on the phone but will not be able to vote over the phone. The phone number will be provided when you register for the meeting.

If you are unable to attend the meeting and would like to submit a question prior to the meeting, you must submit it by 10.00am AEST on Monday, 7 April 2025 so that we can respond during the meeting.

Attending the meeting online

Securityholders and proxyholders can watch and participate in the meeting online by logging into the Computershare meeting platform using either a computer or a smart device at https://meetnow.global/M9JFSGD.

Participating at the meeting online enables securityholders and proxyholders to view the meeting live, ask questions and cast their votes during the meeting.

Proxyholders will need to contact Computershare on

+61 3 9415 4024 at least one hour prior to the meeting to obtain their login details to participate online during the meeting.

To participate in the meeting online:

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. As noted, proxyholders will need to contact Computershare on +61 3 9415 4024 at least one hour prior to the meeting to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.
4. Accept the Terms and Conditions and click 'Continue.'

Follow the instructions on the screen to view the meeting, ask a question and cast your vote.

Questions can be submitted:

• online at www.investorvote.com.au; or
• by emailing investor@scentregroup.com.

Questions may also be submitted for the external auditor about the Auditor's Report or the conduct of the audit.

Written questions for the auditor must be received no later than 5.00pm AEDT on Wednesday, 2 April 2025.

Appointing a proxy

If you are unable to attend the meeting in person, you are encouraged to complete and return your proxy form.

All securityholders who are entitled to vote at the meeting have a right to appoint a proxy to participate and vote in their place. A proxy need not be a securityholder and may be an individual or a body corporate.

If you wish to appoint a proxy, you must nominate a proxy online or on the hard copy proxy form.

If a securityholder is entitled to two or more votes, they may appoint two proxies and each proxy must be appointed to represent a specified proportion of the securityholder's voting rights. If you appoint two proxies and do not specify the proportion of the number of votes each proxy may exercise, each of the proxies may exercise half of your votes.

If you appoint a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the meeting and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meeting.

A corporate securityholder must sign the proxy form in accordance with its constitution or otherwise in accordance with the Corporations Act 2001 (Cth) (Corporations Act). Where the proxy form is signed by a duly authorised person or persons of a corporate securityholder, such authorisation must have been sighted by Computershare.

Lodgement of proxies

To be valid, the proxy form and any power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be received no later than 10.00am AEST on Monday,

7 April 2025 (Proxy Deadline) in accordance with the directions on the proxy form.

Proxy forms and proxy appointment authorities may also be hand delivered to Scentre Group, Level 30, 85 Castlereagh Street, Sydney NSW 2000 or by fax to +61 2 9358 7241.

Online proxy

You may also submit your proxy online at www.investorvote.com.auwhich can be accessed via www.scentregroup.com.

You will need your SRN or HIN and the allocated Control Number (184707).

You will be taken to have signed the proxy form if you lodge your proxy in accordance with the instructions on the website. If you wish to use this facility, you must submit your proxy appointment through the facility by no later than the Proxy Deadline.

A proxy cannot be appointed electronically if they are appointed under a power of attorney or similar authority. The online proxy facility may not be suitable for securityholders wishing to appoint two proxies with different voting directions. Please read the instructions for online proxy submissions carefully before you lodge your proxy.

Custodians and other intermediaries may submit their proxy online by visiting www.intermediaryonline.com(subscribers only).

Smart device

You may submit your proxy by using your smart device to scan the QR code that appears on the Notice and Access letter, and following the instructions provided.

Corporate representative

If your holding is registered in a company name, a corporate securityholder may appoint a person to act as its representative to attend the meeting by providing that person with the appropriate 'Certificate of Appointment of Corporate Representative' (available from Computershare or www.investorcentre.com).

The above evidence of appointment must be produced prior to the commencement of the meeting.

Undirected proxies

The Chair of the meeting intends to vote undirected proxies in favour of items 2 to 7, and against item 8.

Item 1 - Financial Statements and Reports

As required under section 317 of the Corporations Act,

the Financial Report, Directors' Report and Auditor's Report (collectively Reports) of the Company and the consolidated entity for the financial year ended 31 December 2024 will be placed before the meeting. These Reports are in the Company's 2024 Annual Report which is available at www.scentregroup.com/investors/annual-reports.

This item does not require a formal resolution to be put to the meeting.

Securityholders will be provided with the opportunity to ask questions about the Reports at the meeting.

The Group's auditor, Ernst & Young (EY), will be present at the meeting and securityholders and proxy holders will have the opportunity to ask the auditor questions in relation to the conduct of the audit and the Auditor's Report.

If you prefer to submit a written question to the auditor, please do so in accordance with the instructions on page 6. All written questions for the auditor must be received on or before 5.00pm AEDT on Wednesday, 2 April 2025.

Items 2, 3, 4 and 5 - Re-election and election of Directors

The Company's constitution and the ASX Listing Rules provide for the rotational retirement and re-election of Directors. In accordance with these requirements, Ilana Atlas, Catherine Brenner, and Michael (Mike) Ihlein are retiring at the end of the AGM and will be offering themselves for re-election.

Mike Ihlein was appointed as a Director of the Company on 30 June 2014. Mike is currently Chair of the Audit and Finance Committee. As part of the Board's succession planning, the Board's intention is that Craig Mitchell succeed Mike as Chair of the Audit and Finance Committee. Once an orderly transition has been completed, Mike will retire from the Board before his term ends.

Craig Mitchell, being a Director appointed by the Board on 14 October 2024, will stand for election. Appropriate background checks were completed before Mr Mitchell was appointed to the Board and no areas of concern were identified in such checks.

The Board undertakes an annual review of its performance. The Board considers the results of this review in determining its endorsement of the Directors standing

for election or re-election.

Details of the qualifications and experience of each Director standing for re-election or election are set out below.

The Board has determined that each of the Directors standing for re-election or election are independent non-executive Directors.

Board recommendation

The Board (excluding Ilana Atlas, Catherine Brenner, Mike Ihlein and Craig Mitchell in respect of their own re-election or election) recommends that

you vote in favour of the re-election or election of each Director.

llana Atlas AO

Independent Non-Executive Chair

BJuris (Hons), LLB (Hons), LLM

Appointed: 28 May 2021 (Director)

1 October 2023 (Chair)

Last Elected: 7 April 2022

NG

Experience

Ilana has extensive experience as a public company director and in executive and management roles. Ilana is a former director of ANZ Group Holdings Limited and former Chair of Coca-Cola Amatil. Ilana's last executive role was Group Executive, People, at Westpac, where she was responsible for human resources, corporate affairs and sustainability. Prior to that role, Ilana was Group Secretary and General Counsel at Westpac. Before her career at Westpac, Ilana was a partner at the law firm Mallesons Stephen Jaques (now known as King & Wood Mallesons) where she practised corporate law as well as holding a number of management roles including Executive Partner, People and Information, and Managing Partner.

Current external appointments

Non-executive director, Origin Energy. Deputy Chair, Council of the National Gallery of Australia. Chair of Jawun. Board member, Paul Ramsay Foundation. Panel member, Adara Partners.

Catherine Brenner

Independent Non-Executive Director

BEc, LLB, MBA

Appointed: 1 March 2022

Last elected: 7 April 2022

HR RS NG

Experience

Catherine has extensive business experience across a number of sectors. Catherine was a senior investment banker after starting her career as a corporate lawyer. Catherine was previously non-executive Chair of AMP Limited and a non-executive director of ASX companies including Boral Limited and Coca-Cola Amatil Limited. She has also been a member of the Takeovers Panel and a Trustee of the Sydney Opera House Trust, and of the Art Gallery of NSW, as well as holding board roles in other public and private organisations in the mining, financial services, property, biotech, logistics, visual and performing arts, education and government sectors.

Current external appointments

Chair of Australian Payments Plus (BPAY, eftpos, NPP, ConnectID). Non-executive director, Djerriwarrh Investments Limited. Non-executive director, The George Institute

for Global Health. Non-executive director, Schools Plus. Panel member, Adara Partners.

Denotes Chair of Board/Committee

Michael Ihlein

Independent Non-Executive Director

BBus (Acc)

Appointed: 30 June 2014

Last elected: 7 April 2022

AF RS

Experience

Mike is a highly experienced corporate and finance executive. Mike held the position of Chief Executive Officer of Brambles and Executive Director from July 2007 until his retirement

in November 2009, following his appointment as Chief Financial Officer and Executive Director in March 2004. Prior to this, Mike had a long career with Coca-Cola Amatil Limited (and related companies) where he held the roles of Managing Director, Poland, and Chief Financial Officer and Executive Director. Mike was formerly a Director of Murray Goulburn Co-operative Co. Limited, Snowy Hydro Limited and CSR Limited.

Current external appointments

Non-executive Director, Inghams Group Limited. Non-executive

Director, Ampol Limited. Non-executive Director, Kilfinan

Australia Limited.

Craig Mitchell

Independent Non-Executive Director

BCom, FCPA, MBA (Exec) - AGSM, AMP - Harvard Business School Appointed: 14 October 2024

Last elected: Will stand for election at the 2025 AGM AF NG RS

Experience

Craig has more than 25 years' experience in the property industry spanning retail, construction, development and funds management. Craig is currently Global Chief Executive Officer of Northwest Healthcare Properties REIT, a role from which he will step down in mid-2025. He has previously held executive leadership roles as Chief Executive Officer at Grocon and as Chief Financial Officer, and then Executive Director and Chief Operating Officer at Dexus. Craig has also held a number of non-profit director positions including Frensham School, where he spent five years as Deputy Chair of the Board and Chair

of the Audit and Property Committees.

Current external appointments

Global CEO, NorthWest Healthcare Properties REIT. Non-executive Director, Vital Healthcare Property Trust.

Denotes Chair of Board/Committee