Waypoint REIT : 2022 Notice of Annual General Meeting

ASX Release

8 April 2022

The Manager

Market Announcements Office Australian Securities Exchange

Electronic lodgment

Notice of 2022 Annual General Meeting

The following documents are authorised for release by the Company Secretary:

• 1. Notice of 2022 Annual General Meeting;

• 2. Voting Form;

• 3. Shareholder Questions Form; and

• 4. Virtual Meeting Online Guide.

Tina Mitas

Company Secretary Waypoint REIT

T [phone]

[e-mail]

About Waypoint REIT

Waypoint REIT is Australia's largest listed REIT owning solely service station and convenience retail properties with a high-quality portfolio of properties across all Australian States and mainland Territories. Waypoint REIT's objective is to maximise the long-term income and capital returns from its ownership of the portfolio for the benefit of all security holders.

Waypoint REIT is a stapled entity in which one share in Waypoint REIT Limited (ABN 35 612 986 517) is stapled to one unit in the Waypoint REIT Trust (ARSN 613 146 464). This ASX announcement is prepared for information purposes only and is correct at the time of release to the ASX. Factual circumstances may change following the release of this announcement.

Please refer to the Waypoint REIT website for further informationwaypointreit.com.au

Waypoint REIT Limited | ABN 35 612 986 517

Level 15, 720 Bourke Street, Docklands VIC Australia 3008

1

Notice of Annual General Meeting 2022

Thursday, 12 May 2022, 10:00am (AEST)

Dexus Place Auditorium, Governor Macquarie Tower Level 15, 1 Farrer Place, Sydney NSW 2000

Virtual meeting link athttps://meetings.linkgroup.com/WPR2022

Chair's Letter

Dear Securityholders,

I am pleased to invite you to attend the 2022 Annual General Meeting of Waypoint REIT Limited ABN 35 612 986 517 (Company) and the General Meeting of Unitholders in Waypoint REIT Trust ARSN 613 146 464 (Trust), which will be held concurrently (together, 'the AGM' or 'the Meeting').

The AGM will be held at Dexus Place Auditorium, Governor Macquarie Tower, Level 15, 1 Farrer Place, Sydney NSW 2000, on Thursday, 12 May 2022 at 10:00am (AEST).

The meeting will also be held virtually athttps://meetings.linkgroup.com/WPR2022

Please find enclosed the Notice of Meeting, Voting Notes and Explanatory Notes outlining the formal business of the AGM and a personalised voting and proxy form. Please read the 'Virtual Meeting Online Guide' available on Waypoint REIT's website atwww.waypointreit.com.au/investors before the Meeting to ensure your browser is compatible with the online portal.

Waypoint REIT's 2021 Annual Report, including the Annual Financial Report published on 28 February 2022, is now available on the Waypoint REIT website and we encourage you to review it ahead of the AGM (www.waypointreit.com.au/ investors).

If you have elected to receive a copy of the 2021 Annual Report, a copy will be sent to you by post or electronically. The formal part of the Meeting comprises the following:

• 1. Consideration of the 2021 Annual Financial Report.

• 2. The adoption of the 2021 Remuneration Report.

• 3. The re-election of Laurence Brindle as a Director.

• 4. The election of Susan MacDonald as a Director.

• 5. The grant of performance rights to the Managing Director and CEO, Hadyn Stephens.

• 6. The amendment of the Constitution of Waypoint REIT Limited to approve proportional takeover provisions.

• 7. The amendment of the Constitution of the Trust to approve proportional takeover provisions.

Voting results of the 2022 AGM will be announced to the ASX following the AGM.

Yours sincerely

Laurence Brindle

Independent Non-Executive Chair

Agenda Items

Notice is given that the 2022 Annual General Meeting of shareholders of Waypoint REIT Limited (Company) will be held in conjunction with a General Meeting of Unitholders of Waypoint REIT Trust (Trust) (together, Waypoint REIT) at Dexus Place Auditorium, Governor Macquarie Tower, Level 15, 1 Farrer Place, Sydney NSW 2000 on Thursday, 12 May 2022 at 10:00am (AEST) ('the AGM' or 'the Meeting'). Securityholders can view and participate in the Meeting via the online portal athttps://meetings. linkgroup.com/WPR2022. Further information on how to participate virtually is set out in this notice and in the 'Virtual Meeting Online Guide' available online at:www.waypointreit.com.au/investors.

For any enquiries relating to virtual participation, please contact Waypoint REIT's share registry on 1800 990 363.

Agenda items

1. Financial Report

6. Amendments to the Company Constitution

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and Auditor for the year ended 31 December 2021.

Note: that no vote is required on this item.

2. Remuneration Report

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

'That the Remuneration Report for the year ended 31 December 2021 be adopted.'

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this resolution (see section 3 of the notes relating to voting).

3. Re-election of Director Laurence Brindle

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

'That Laurence Brindle, being eligible, be re-elected as a Director of the Company.'

4. Election of Director Susan MacDonald

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

'That Susan MacDonald, being eligible, be elected as a Director of the Company.'

5. Grant of performance rights to the Managing Director and CEO Hadyn Stephens

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

'That approval be given for the grant of performance rights to the Managing Director and CEO, Hadyn Stephens, as his annual long-term incentive grant for the year ended

31 December 2022 on the terms described in the Explanatory Memorandum to this Notice of Meeting.'

Note: A voting exclusion statement applies to this resolution (see section 3 of the notes relating to voting).

'That the Constitution of the Company be amended to re-insert the proportional takeover approval provisions in rule 16 of the document tabled at the 2022 Annual General Meeting signed by the Chair for identification purposes, and as described in the Explanatory Memorandum, for a period of three years commencing from the close of the 2022 Annual General Meeting.'

7. Amendments to the Trust Constitution

To consider and, if thought fit, pass the following resolution as a special resolution of the Trust:

'That the Constitution of the Trust be amended to re-insert the proportional takeover approval provisions in clause 17 of the document tabled at the 2022 Annual General Meeting signed by the Chair for identification purposes, and as described in the Explanatory Memorandum, for a period of three years commencing from the close of the 2022 Annual General Meeting.'

Note: A voting exclusion statement applies to this resolution

(see section 3 of the notes relating to voting).

The notes relating to voting and the Explanatory Memorandum form part of this Notice of Meeting.

By Order of the Board

Tina Mitas Company Secretary 8 April 2022

Notes Relating to Voting

1. Stapled securityholder meetings

At present, the shares in the Company and the units in the Trust are stapled together under the Company's Constitution and the Trust's Constitution to form stapled securities.

This means that all shareholders of the Company are also unitholders of the Trust and, as such, the meetings of the Company and the Trust are held concurrently.

2. Entitlement to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of securities in Waypoint REIT as at 7:00pm (AEST) on Tuesday, 10 May 2022 will be entitled to attend and vote at the Meeting as a securityholder.

Security transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

VER Limited, as responsible entity of the Trust (VER), and its associates are not entitled to vote on a resolution if they have an interest in the resolution or matter other than as a member of the Trust in accordance with section 253E of the Corporations Act.

If more than one joint holder of securities is present at the Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

On a poll:

• • in the case of a resolution of the Company, each shareholder has one vote for each share held in the Company; and

• • in the case of a resolution of the Trust, each unitholder has one vote for each $1.00 of the value of the units held in the Trust.

3. Voting exclusions 3.1 Item 2

Waypoint REIT will disregard any votes cast on item 2:

• • by or on behalf of a member of the key management personnel (KMP) named in the Remuneration Report for the year ended 31 December 2021 or their closely related parties, regardless of the capacity in which the vote is cast; or

• • as a proxy by a person who is a member of the KMP at the date of the Meeting or their closely related parties, unless the vote is cast as proxy for a person entitled to vote on item 2:

• • in accordance with a direction in the proxy form; or

• • by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy even though item 2 is connected with the remuneration of the KMP.

3.2 Item 5

Waypoint REIT will disregard any votes cast on item 5:

• • in favour of the resolution, by or on behalf of Hadyn Stephens and any of his associates, regardless of the capacity in which the vote is cast; or

• • as a proxy by a person who is a member of the KMP at the date of the meeting or their closely related parties, unless the vote is cast on item 5:

• • as proxy or attorney for a person entitled to vote on item 5 in accordance with a direction given to the proxy or attorney to vote on the Item in that way; or

• • as proxy for a person entitled to vote on item 5 by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair decides; or

• • by a 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 holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting on item 5; and

  • • the holder votes on item 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

3.3 Item 7

In accordance with section 253E of the Corporations Act, Waypoint REIT will disregard any votes cast on the resolution in item 7 by VER and its associates, unless the vote is cast as proxy for a person entitled to vote on the resolution in item 7 in accordance with the direction on the proxy form.