SmartCentres Real Estate Investment Trust : 2024 04 09 - 2024 Management Information Circular

INVITATION TO UNITHOLDERS

April 5, 2024

Dear Fellow Unitholders,

SmartCentres Real Estate Investment Trust ("SmartCentres" or "we") is pleased to invite you to join our Board of Trustees and senior management team at the annual general meeting of the holders of our Units and Special Voting Units. This year's meeting will be conducted as a hybrid meeting to provide Unitholders with flexibility to participate either online or in person. The meeting will be held at 11:00 a.m. (Toronto time) on May 15, 2024 virtually by way of live webcast online at https://web.lumiagm.com/446607224and in person at the offices of Osler, Hoskin & Harcourt LLP, 100 King Street West, 1 First Canadian Place, Suite 6300, Toronto, ON M5X 1B8. Hosting a hybrid meeting will enable greater participation by allowing Unitholders who might not otherwise be able to travel to a physical meeting to join online. Detailed instructions on how to participate at the Meeting are provided in this management information circular.

The annual meeting provides SmartCentres' Unitholders with an important opportunity to consider and participate in key matters for SmartCentres. The accompanying management information circular describes the business to be conducted at the annual meeting and provides information on SmartCentres' executive compensation and governance practices. At the meeting, those attending in person will have an opportunity to ask questions and meet with management and the Board of Trustees. Registered Unitholders and appointed proxyholders attending the meeting online will have an opportunity to submit questions and vote online. Those wishing to access and vote at the meeting during the live webcast will need to ensure that they remain connected to the meeting at all times in order to vote when balloting commences, and it is such person's responsibility to ensure internet connectivity for the duration of the meeting.

After more than 20 years of service to SmartCentres, Mr. Jamie McVicar has decided not to stand for re-election at this year's annual meeting. On behalf of the Board of Trustees and the whole SmartCentres team, I would like to thank Mr. McVicar for his years of dedicated and valuable service.

If you have any questions or need assistance voting, please contact Kingsdale Advisors by telephone at 1-800-775- 5159 (toll-free in North America) or 1-437-561-5031 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

As a Unitholder, your participation in the affairs of SmartCentres is important to us. On behalf of the Board of Trustees, management and employees, we would like to thank you for your consideration of the matters in this management information circular and for your continued support. We look forward to seeing you at the annual meeting. I would also like to take this opportunity to encourage you to consider signing up for electronic delivery ("E-delivery") of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process.

Unitholders may sign up to receive Meeting materials via E-delivery as follows:

• Non-registeredUnitholders may go to www.proxyvote.com, use the control number provided on the voting instruction form and click on 'Delivery Settings' to enroll.
• Registered Unitholders who hold share certificates or receive statements from a direct registration system may go towww.investorcentre.comand click on 'Receive Documents Electronically' to enroll.

Sincerely,

Mitchell Goldhar

Executive Chairman and Chief Executive Officer

SMARTCENTRES REAL ESTATE INVESTMENT TRUST

NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS

to be held on May 15, 2024

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders of Units ("Units") and Special Voting Units ("Special Voting Units") of SmartCentres Real Estate Investment Trust ("SmartCentres") will be held on May 15, 2024 at 11:00 a.m. (Toronto time) by way of live webcast online at https://web.lumiagm.com/446607224and in person at the offices of Osler, Hoskin & Harcourt LLP, 100 King Street West, 1 First Canadian Place, Suite 6300, Toronto, ON M5X 1B8 for the following purposes:

1. To receive and consider the consolidated financial statements of SmartCentres for the year ended December 31, 2023 and the auditor's report thereon;
2. To fix the aggregate number of Trustees to be elected or appointed at the Meeting at no more than eight;
3. To elect the persons named as proposed Trustees in the management information circular accompanying this notice of meeting as Trustees of SmartCentres for the ensuing year;
4. To re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditor of SmartCentres for the ensuing year and to authorize the Trustees of SmartCentres to fix the remuneration of such auditor;
5. To consider and vote on an advisory resolution on SmartCentres' approach to executive compensation, as more particularly set forth in the management information circular accompanying this notice of meeting; and
6. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The holders of Units and the holders of Special Voting Units are collectively referred to herein as the "Unitholders". The specific details of the matters proposed to be put before the Unitholders at the Meeting are set forth in the accompanying management information circular. The record date for determination of Unitholders entitled to receive notice of and to vote at the Meeting is April 5, 2024 (the "Record Date"). Only Unitholders whose names appear on the register of Unitholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

SmartCentres is using "Notice and Access" delivery to furnish proxy materials to Unitholders over the internet. We believe that this delivery process will expedite Unitholders' receipt of proxy-related materials, lower the costs associated with the Meeting and reduce the environmental impact of producing and distributing paper copies of documents in large quantities. Instead of receiving printed copies of the proxy materials, Unitholders will receive a Notice and Access notification to Unitholders (the "Notification") containing instructions on how to access our proxy materials for the fiscal year ended December 31, 2023. The Notification also provides information on how to vote and includes instructions on how to receive a paper copy of the proxy materials by mail. Proxy materials may be obtained online at https://smartcentres.com/2024-annual-general-meeting-documents/or on SEDAR+ at www.sedarplus.ca.

Registered Unitholders may attend the Meeting in person or may be represented by proxy. Registered Unitholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the form of proxy accompanying the Notification sent to them for use at the Meeting or any adjournment or postponement thereof. To be effective:

1. a form of proxy submitted by a registered holder of Unitsmust be received by the Chief Financial Officer of SmartCentres, c/o Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1; and
2. a form of proxy submitted by a registered holder of Special Voting Unitsmust be received by the Chief Financial Officer of SmartCentres at the head office of SmartCentres located at 3200 Highway 7, Vaughan, Ontario L4K 5Z5;

in each case by 11:00 a.m. (Toronto time) on May 13, 2024, or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. The Chairperson of the Meeting will have the discretion to accept or reject proxies deposited in any other manner, including waiving the time limit for deposit of proxies, without notice.

Non-registered Unitholders who have received a voting instruction form in connection with the Meeting should follow the instructions for completion and delivery as indicated on the form.

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Unitholders who wish to appoint and register a proxyholder to attend the Meeting on their behalf must carefully follow the instructions in the accompanying management information circular and their form of proxy or voting instruction form, as applicable.

If you have any questions or need assistance voting, please contact Kingsdale Advisors by telephone at 1-800-775- 5159 (toll-free in North America) or 1-437-561-5031 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

DATED at the City of Vaughan, in the Province of Ontario, this 5th day of April 2024.

BY ORDER OF THE BOARD OF TRUSTEES OF

SMARTCENTRES REAL ESTATE INVESTMENT TRUST

By:

Michael Young

Lead Independent Trustee

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Q&A RELATING TO THE MEETING

1. Where and when is the meeting?

The annual general meeting of Unitholders of SmartCentres will take place at 11:00 a.m. (Toronto time) on May 15, 2024. The meeting will be a hybrid meeting to provide Unitholders with flexibility to participate either online or in person. Unitholders may participate online by way of live webcast online at https://web.lumiagm.com/446607224or in person at the offices of Osler, Hoskin & Harcourt LLP, 100 King Street West, 1 First Canadian Place, Suite 6300, Toronto, ON M5X 1B8. You can vote at the meeting in person or online at the meeting (if you are a registered Unitholder) or by proxy. See the section entitled "Solicitation of Proxies and Voting at the Meeting - Voting at the Meeting" in the accompanying management information circular for more information.

Attending the Meeting In-Person

The Meeting with in-person attendance will take place at the offices of Osler, Hoskin & Harcourt LLP, located at 1 First Canadian Place on the 63rd floor at 100 King Street West in Toronto, Ontario. Registered Unitholders and duly appointed proxyholders, including Non-Registered Holders who have duly appointed themselves as proxyholder may attend, vote and ask questions at the Meeting. If you are a Non-Registered Holder and wish to attend and participate at the Meeting, you should carefully follow the instructions set out on your voting instruction form and in the management information circular relating to the Meeting, in order to appoint and register yourself as proxy, otherwise you will be required to login as a guest. Guests or Non-Registered Holders who have not duly appointed themselves as proxyholder may attend the Meeting but will not be permitted to vote or ask questions. If you are attending the Meeting in person, proof that you are a registered Unitholder, or a duly appointed proxyholder, will be verified upon arrival.

Attending the Meeting Online

The Meeting will also be simultaneously webcasted to allow Unitholders and duly appointed proxyholders, including Non-Registered Holders who have appointed themselves as proxyholder, to join the meeting online, vote their shares and submit questions.

To join the webcast, log in online at https://web.lumiagm.com/446607224.

• Registered Unitholders must log in by selecting "I have a login", entering the control number listed on your form of proxy and password "smart2024" (case sensitive).
• Duly appointed proxyholders, including Non-Registered Holders who have duly appointed themselves as proxyholder, must log in by selecting "I have a log in", entering the control number or username provided by the transfer agent and password "smart2024" (case sensitive).
• Guests, including Non-Registered Holders who have not duly appointed themselves as proxyholder, will be required to log in as a guest by selecting "I am a guest" and then complete the online form.

In order to vote or ask questions at the Meeting, you must log in as a registered Unitholder or a duly appointed proxyholder.

If you attend the Meeting online, it is your responsibility to ensure that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should allow ample time to log in to the Meeting online and complete the related procedures.

The Lumi platform may be accessed on Android 9+, iOS 1+, Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported. Internal network security protocols, including firewalls and VPN connections, may block access to the Lumi platform. If you are experiencing any difficulty connecting or watching the Meeting, please also ensure your VPN setting is disabled or connect to the platform on a network that is not restricted to the security settings of your organization.

If you have any technical questions regarding the Meeting or require technical assistance accessing the Meeting website, you may reach technical support via email at support-ca@lumiglobal.com.

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2. What are Unitholders voting upon at the meeting?

Unitholders are voting on the size of the board, the election of Trustees for the coming year and the appointment of auditors. We are seeking the approval of these matters by Unitholders holding at least a majority of the votes cast at the meeting. Unitholders will also vote on a non-bindingsay-on-pay advisory resolution as set out in further detail below.

3. What is an advisory say-on-pay vote?

The advisory vote on say-on-pay is provided to allow Unitholders to show their approval or disapproval of SmartCentres' executive compensation policies which are described in detail in the accompanying management information circular. An advisory vote is non-binding on SmartCentres and it remains the duty of the Board of Trustees and the Corporate Governance and Compensation Committee ("CG&CC") of SmartCentres to develop and implement appropriate executive compensation policies for SmartCentres. The CG&CC will take into account the results of the vote when considering future executive compensation arrangements. See the section entitled "Executive Compensation - Letter from the Chair of the CG&CC" in the accompanying management information circular for more information.

4. How do Unitholders vote?

If you are a "non-registered" Unitholder because your units and/or special voting units are not registered in your name but are instead registered in the name of Canadian Depository for Securities Limited, CDS Clearing and Depository Services Inc., CDS INC., CDS & Co., CDS Innovations Inc. or their affiliates, or in the name of an intermediary that you deal with in respect of your units and/or special voting units (which may include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans, tax-free savings accounts and similar plans), SmartCentres has elected to send you copies of the Notification and the voting instruction form (collectively, the "meeting materials") indirectly through intermediaries.

Intermediaries will frequently use service companies to forward the meeting materials to non-registered Unitholders. Generally, a non-registered Unitholder who has not waived the right to receive meeting materials will be given a voting instruction form by the intermediary, which, when properly completed and signed by the non-registered Unitholder and returned to the intermediary or its service company (as directed in such voting instruction form), will constitute voting instructions which the intermediary must follow.

Non-registered Unitholders are kindly asked to return their voting instructions as specified in the voting instruction form. You are encouraged to provide your voting instructions online or by telephone if your intermediary provides you with this option. Non-registered Unitholders who are completing, signing and delivering voting instruction forms should note that those forms specify mandatory delivery dates which generally occur before the deadline that registered Unitholders must deliver completed forms of proxy. You should contact your broker or intermediary for further details. SmartCentres may use the Broadridge QuickVote™ service to assist non-registered Unitholders with voting their units and/or special voting units over the telephone.

If you are a registered Unitholder, or if you are a non-registered Unitholder who wishes to appoint and register yourself or a third party as proxyholder to attend and vote at the meeting, please refer to the sections entitled "Solicitation of Proxies and Voting at the Meeting - Voting at the Meeting" and "Solicitation of Proxies and Voting at the Meeting - Appointment, Registration and Revocation of Proxies" in the accompanying management information circular for further instructions on how to appoint and register a proxyholder and vote.

If you are a "non-registered" Unitholder because your units and/or special voting units are not registered in your name but are instead registered in the name of Canadian Depository for Securities Limited, CDS Clearing and Depository Services Inc., CDS INC., CDS & Co., CDS Innovations Inc. or their affiliates, or in the name of an intermediary that you deal with in respect of your units and/or special voting units (which may include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans, tax-free savings accounts and similar plans), SmartCentres has elected to send you copies of the meeting materials indirectly through intermediaries.

If you have any questions or need assistance voting, please contact Kingsdale Advisors by telephone at 1-800-775- 5159 (toll-free in North America) or 1-437-561-5031 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

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5. How can Unitholders ask questions at the Meeting?

We recognize the importance of registered Unitholders being able to ask questions in a virtual meeting format. At the virtual meeting, registered Unitholders and duly appointed proxyholders, regardless of geographic location, will be able to participate and have an equal opportunity to ask questions, and vote in real time at the Meeting, provided they are connected to the internet and have logged into the online platform accessible at https://web.lumiagm.com/446607224.

Registered Unitholders and duly appointed proxyholders attending virtually may ask questions during the Meeting by selecting the messaging icon button from within the navigation bar and typing their question within the chat bar. To submit your question, click the send arrow to the right of the text box. Questions submitted via the Lumi online platform that relate to the business of the Meeting are expected to be addressed in the question-and answer section of the Meeting. Such questions will be read by the Chair of the Meeting or a designee of the Chair and responded to by a representative of SmartCentres as they would be at in-person meetings of Unitholders.

Questions submitted via the Lumi online platform will be moderated before being sent to the Chair of the Meeting. This is to avoid repetition and to ensure an orderly meeting. The Chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order. Questions can be submitted at any time as prompted by the Chair during the Meeting until the Chair closes the session. It is anticipated that Unitholders attending the Meeting virtually will have substantially the same opportunity to ask questions on matters of business before the Meeting as those Unitholders who are attending the Meeting in person.

6. How can Unitholders receive electronic delivery of meeting materials?

Unitholders are asked to consider signing up for E-delivery of the Meeting materials. E-deliveryhas become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy.

Unitholders may sign up to receive Meeting materials via E-delivery as follows:

• Non-registeredUnitholders may go to www.proxyvote.com, use the control number provided on the voting instruction form and click on 'Delivery Settings' to enroll.
• Registered Unitholders who hold share certificates or receive statements from a direct registration system may go towww.investorcentre.comand click on 'Receive Documents Electronically' to enroll.

7. What if Unitholders have difficulty accessing the meeting?

If SmartCentres Unitholders (or their proxyholders) encounter any difficulties accessing the Meeting during the check- in, they may attend the Meeting by clicking "Guest" and completing the online form. The virtual platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. SmartCentres Unitholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at: support-ca@lumiglobal.com.

8. Who can Unitholders contact if they have questions?

If you have any questions or need assistance voting, please contact Kingsdale Advisors by telephone at 1-800-775- 5159 (toll-free in North America) or 1-437-561-5031 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

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SMARTCENTRES REAL ESTATE INVESTMENT TRUST

MANAGEMENT INFORMATION CIRCULAR

For the Annual General Meeting of Unitholders to be held on May 15, 2024

MEANING OF CERTAIN REFERENCES

References to "SmartCentres" and "we" in this management information circular refer to SmartCentres Real Estate Investment Trust. References to the "Board" means the Board of Trustees of SmartCentres and to "Trustees" means the Trustees of SmartCentres.

In addition, references to "Units" means Variable Voting Units of SmartCentres, to "Special Voting Units" means the Special Voting Units of SmartCentres and to "Voting Units" means the Special Voting Units and Units. "Unitholders" means the holders of Units and Special Voting Units.

All dollar amounts in this management information circular are expressed in Canadian dollars.

SOLICITATION OF PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of SmartCentres to be used at the annual general meeting of Unitholders (the "Meeting") to be held on May 15, 2024 at 11:00 a.m. (Toronto time) and at any adjournment thereof, for the purposes set forth in the enclosed notice of meeting. The Meeting will be a hybrid meeting to provide Unitholders with flexibility to participate either online or in person. Unitholders may attend virtually by way of live webcast online at https://web.lumiagm.com/446607224or in person at 100 King Street West, 1 First Canadian Place, Suite 6300, Toronto, ON M5X 1B8.

Solicitations of proxies will be primarily by mail, but may also be by newspaper publication, in person or by telephone, telecopy or oral communication by Trustees, officers, employees or agents of SmartCentres who may be specifically remunerated for such solicitations. All costs of the solicitation will be borne by SmartCentres. The information contained herein is given as of April 5, 2024 unless otherwise specified.

SmartCentres has retained Kingsdale Advisors to provide a broad array of strategic Unitholder advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis, in addition to the payment of certain fees accrued during the life of the engagement upon the discretion and direction of SmartCentres.

If you have any questions or need assistance voting, please contact Kingsdale Advisors by telephone at 1-800-775- 5159 (toll-free in North America) or 1-437-561-5031 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

Notice and Access

SmartCentres is using the "notice and access" mechanism ("Notice and Access") that allows SmartCentres to furnish proxy materials over the internet to Unitholders instead of mailing paper copies. Under Notice and Access, SmartCentres can deliver proxy materials by (i) posting the Circular (and other proxy materials) on a website other than SEDAR+ (www.sedarplus.ca) and (ii) sending a notice informing Unitholders that the Circular and other proxy materials have been posted and explaining how to access them (the "Notification"). Instead of receiving printed copies of the proxy materials, Unitholders of record as of the Record Date will receive a notice package containing the Notification and the relevant voting document (a form of proxy or a voting instruction form), as applicable. The Notification contains basic information about the Meeting, including the matters to be voted on, explains the Notice and Access process, and how to obtain a paper copy of the Circular. Proxy materials may be obtained online at https://smartcentres.com/2024-annual-general-meeting-documents/or on SEDAR+ at www.sedarplus.ca.

A request for paper copies which are required in advance of the Meeting should be sent so that it is received (a) in the case of registered Unitholders, by Computershare Trust Company of Canada, and (b) in the case of non-registered Unitholders, by Broadridge Investor Communication Corporation ("Broadridge"), in either case by April 30th, 2024,

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