6 June 2014

The Manager

Company Announcements Office

ASX Limited

Level 4, Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

WESTFIELD RETAIL TRUST (ASX: WRT) RESUMED MEETINGS PROXY FORM

Please find attached Proxy Form for the Resumed Meetings as despatched to

Securityholders.

The document may be accessed at the Trust's website at:

http://www.westfieldretailtrust.com/corporate-news

Yours faithfully

WESTFIELD RETAIL TRUST

Katherine Grace

Company Secretary

Encl.


RE1 Limited ABN 80 145 743 862 AFS Licence 380202

as responsible entity for Westfield Retail Trust 1 ABN 66 744 282 872 ARSN 146 934 536

RE2 Limited ABN 41 145 744 065 AFS Licence 380203

as responsible entity for Westfield Retail Trust 2 ABN 11 517 229 138 ARSN 146 934 652

Lodge your vote:

Online:

www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1800 674 015 (outside Australia) +61 3 9415 4121

Proxy Form - Resumed Meetings of Securityholders - Outstanding Items of Business

Vote and view the Securityholder Booklet and Supplementary Booklets Online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.
• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 10:00am (AEST) Wednesday, 18 June 2014 How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to

two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the
percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Westfield Retail Trust.

Signing Instructions for Postal Forms Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of

the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it

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) 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 sign in the appropriate place to indicate the office held. Delete titles
as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for Westfield Retail Trust, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,

or turn over to complete the form è

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.


Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Westfield Retail Trust 1 and Westfield Retail Trust 2 hereby appoint

the Chairman OR

of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Resumed Meeting of Westfield Retail Trust 1 and Westfield Retail Trust 2 to be held at the Grand Ballroom, Sheraton on the Park,


161 Elizabeth Street, Sydney on Friday, 20 June 2014 commencing at 10:00am, AEST and at any adjournment or postponement of that meeting.

STEP 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 2 - Ordinary Resolution

Approval of the Proposal for all purposes

Resolution 3 - Special Resolution

Amendments to the constitution of Westfield Retail Trust 1

Resolution 4 - Special Resolution

Amendments to the constitution of Westfield Retail Trust 2

Resolution 5 - Ordinary Resolution

Termination of the Corporate Governance Deeds

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

If you have provided your Tax File Number (TFN) to Westfield Retail Trust 1 and Westfield Retail Trust 2 (together WRT) then, if the Proposal is approved, no action is required by you for WRT to provide your TFN to Westfield Holdings Limited and Westfield Trust. However, if you do not wish for your TFN to be provided by WRT please contact us on 1800 674 015 (within Australia) or +61 3 9415 4121 (outside Australia) to arrange to provide written confirmation of that direction. Please note that if you provide this direction, your TFN will not be provided to Westfield Holdings Limited and Westfield Trust and you may be subject to withholding tax being deducted from future distributions at the highest marginal rate. See sections 2 and 8 in the Securityholder Booklet dated

14 April 2014.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3

Director/Company Secretary

Contact

Name

Contact

Daytime / /

Telephone Date



WR T 1 8 5 1 2 4 A

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