Scentre : Notice of Annual General Meeting/Proxy Form

24 February 2017

Attached are the following documents:

1. Notice of Meeting and Explanatory Notes for the Annual General Meeting (AGM) of Scentre Group Limited to be held on Wednesday, 5 April 2017, commencing at 10:00am.

2. Proxy form for the AGM.

The Notice of Meeting and Explanatory Notes for the AGM, together with the proxy form will shortly be despatched to securityholders. The documents can also be accessed at www.scentregroup.com.

Contacts:

Maureen McGrath Julia Clarke

+61 2 9358 7439 +61 2 9358 7426

SCENTRE GROUP LIMITED ABN 66 001 671 496

SCENTRE MANAGEMENT LIMITED ABN 41 001 670 579 AFS Licence No: 230329 as responsible entity of Scentre Group Trust 1 ABN 55 191 750 378 ARSN 090 849 746

RE1 LIMITED ABN 80 145 743 862 AFS Licence No: 380202 as responsible entity of Scentre Group Trust 2 ABN 66 744 282 872 ARSN 146 934 536

RE2 LIMITED ABN 41 145 744 065 AFS Licence No: 380203 as responsible entity of Scentre Group Trust 3 ABN 11 517 229 138 ARSN 146 934 652

Level 30, 85 Castlereagh Street, Sydney NSW 2000 Australia · GPO Box 4004 Sydney NSW 2001 Australia · T +61 (02) 9358 7000 · scentregroup.com

ANNUAL GENERAL MEETING

to be held at InterContinental Sydney

117 Macquarie Street, Sydney, NSW (James Cook Ballroom)

on Wednesday, 5 April 2017,

commencing at 10:00am (Sydney time)

This notice is issued by Scentre Group Limited ABN 66 001 671 496

24 February 2017 Dear Securityholder

Invitation to Scentre Group Limited Annual General Meeting

On behalf of the Board of Directors, I am pleased to invite you to attend the 2017 Annual General Meeting (AGM) of Scentre Group Limited.

The AGM will be held on Wednesday 5, April 2017 at the InterContinental Sydney, 117 Macquarie Street, Sydney, NSW (James Cook Ballroom) commencing at 10:00am (Sydney time). Registration will commence at 9:00am.

The business of the meeting is to consider the Group's 2016 financial statements and reports, the remuneration report and the election of Directors.

The AGM is an opportunity for securityholders to meet Directors and the Group's senior management team, ask questions and vote on items of business. I hope you will be able to attend.

The meeting will be webcast live on Scentre Group's website at www.scentregroup.com and will also be archived on this site for later viewing.

Enclosed with this notice is a proxy form. If you are unable to attend the meeting, I encourage you to appoint a proxy by completing and returning the proxy form to Computershare Investor Services Pty Limited. More information on voting is contained in this notice.

I look forward to welcoming you to the AGM.

Brian Schwartz AM Chairman

Scentre Group Limited ABN 66 001 671 496

Level 30, 85 Castlereagh Street, Sydney NSW 2000 Australia

GPO Box 4004 Sydney NSW 2001 Australia T +61 (02) 9358 7000 scentregroup.com

The Annual General Meeting (AGM) of securityholders of Scentre Group Limited (Company) will be held at the InterContinental Sydney, 117 Macquarie Street, Sydney NSW (James Cook Ballroom) on Wednesday, 5 April 2017 commencing at 10:00am (Sydney time).

Additional information concerning the proposed resolutions to be placed before the meeting is contained in the explanatory notes which accompany and form part of this notice of meeting.

1. To consider the Company's Financial Report, Directors' Report and Auditor's Report for the year ended 31 December 2016.

   Remuneration Report

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

2. THAT the Company's Remuneration Report for the financial year ended 31 December 2016 be adopted.

   Election of Directors

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

3. THAT Andrew Harmos who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election, is re-elected as a Director of the Company.

4. THAT Aliza Knox who retires in accordance with the Company's Constitution and, being eligible, offers herself for re-election, is re-elected as a Director of the Company.

Resolution 2 - Remuneration Report

No member of the key management personnel of the Company's consolidated group (Group) whose remuneration details are included in the Remuneration Report (or a closely related party of such member) (together, Excluded Persons) may vote on item 2, and the Company will disregard votes cast by or on behalf of such persons, 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; or

• by the Chairman of the meeting as proxy for a person entitled to vote on the resolution, where the proxy appointment expressly authorises the Chairman to vote undirected proxies as the Chairman sees fit, even if the resolution is connected directly or indirectly with the remuneration of the key management personnel of the Group.

If the Chairman is your proxy or is appointed as your proxy by default, and you do not direct the Chairman how to vote on item 2 on your proxy form, you will be expressly providing such authority. The Chairman intends to vote undirected proxies in favour of item 2.

All securityholders may attend the AGM. The Board has determined that for the purposes of voting at the meeting, registered holders of Scentre Group stapled securities as at 7:00pm (Sydney time) Monday, 3 April 2017 will be eligible to vote at the meeting.

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.

A securityholder entitled to vote at the meeting may submit a written question to the auditor if the question is relevant to:

1. the content of the auditor's report to be considered at the AGM; or

2. the conduct of the audit of the annual financial report to be considered at the AGM.

The question may be submitted by providing it to the Company no later than 5:00pm (Sydney time) on 29 March 2017.

Scentre Group Limited Notice of Meeting & Explanatory Notes Page 1