Toys"R"Us ANZ : Annual General Meeting Notice of Meeting

NOTICE OF ANNUAL GENERAL MEETING OF TOYS'R'US ANZ LIMITED

(ACN 063 886 199) ("COMPANY")

TAKE NOTICE that the Annual General Meeting of Shareholders of the Company will be held at the place, date and time specified below:

Place: As a virtual meeting.

Date: Thursday, 21 December 2023

Time: 11:00 am AEDT

The Meeting is being held by way of a virtual meeting using online AGM technology. Shareholders are urged to attend and vote at the meeting electronically using the online AGM technology or vote by lodging the Proxy Form attached to this Notice.

DATED this 16 November 2023

By order of the Board:

Kim Clark

Company Secretary

AGENDA

1. Address by the Chairman and Chief Executive Officer
2. To consider and receive the Financial Statements, Directors' Report and Auditor's Report for the Company and its controlled entities for the year ended 31 July 2023.
3. Resolutions:
   1. Remuneration Report
   To consider and, if in favour, pass the following Resolution in accordance with section 250R(2) of the Corporations Act:

"That, the Company adopt the Remuneration Report for the year ended 31 July 2023 in accordance with section 250R(2) of the Corporations Act."

Note:	This Resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast
	on this Resolution by Key Management Personnel and Closely Related Parties in contravention of section
	250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. This
	Resolution is advisory only and does not bind the Company or the Directors.

1. Re-electionof Director - Mr Kevin Moore
   To consider and, if in favour, pass the following Resolution as an ordinary resolution:
   "That, Mr Kevin Moore who is retiring in accordance with Listing Rule 14.5 and Rule 34 of the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company."
2. Election of Director - Ms Kelly-Anne Humphreys
   Ms Kelly-Anne Humphreys was appointed as a Director of the Company on 5 October 2023 to fill a casual vacancy and retires in accordance with Listing Rule 14.4 and Rule 34 of the Constitution.
   To consider and, if in favour, pass the following Resolution as an ordinary resolution:
   "That, Ms Kelly-Anne Humphreys who, having previously been appointed to fill a casual vacancy, retires in accordance with Listing Rule 14.4 and Rule 34 of the Constitution and having consented to act and being eligible, be elected as a Director of the Company."
3. Ratification of Prior Issue of 59,831,374 Ordinary Shares
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given for the ratification of the prior issue of 59,831,374 fully paid ordinary Shares which were issued pursuant to the Placement as announced to the ASX on 16 August 2023, and on the terms and conditions set out in the Explanatory Memorandum."
4. Approval of Employee Incentive Plan
   To consider and, if in favour, pass the following Resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders approve the Company's Equity Incentive Plan, as described in the Explanatory Memorandum."

Note:

This Resolution is subject to voting exclusions as set out at the end of this Notice of Meeting.

2

6. Approval of Issue of Share Appreciation Rights to Chief Executive Officer

To consider and, if in favour, pass with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval is given to issue Ms Penelope Cox, Chief Executive Officer (or her nominee) 14,545,454 Share Appreciation Rights under the Company's Employee Incentive Plan, and otherwise on the terms and conditions contained in the Explanatory Memorandum."

Note:	This Resolution is subject to voting exclusions as set out at the end of this Notice of Meeting.
Note:	If approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing
	Rule 10.11, as set out in the Explanatory Memorandum.

7. Approval of Issue of Service Rights to Non-Executive Directors

To consider and, if in favour, pass with or without amendment, the following Resolutions as ordinary resolutions:

"That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval is given to issue:

1. 8,181,816 Service Rights to Mr Silvio Salom, Non-Executive Director (or his nominee);
2. 8,181,816 Service Rights to Mr John Tripodi, Non-Executive Director (or his nominee); and
3. 8,181,816 Service Rights to Ms Kelly-Anne Humphreys, Non-Executive Director (or her nominee),

under the Company's Employee Incentive Plan, and otherwise on the terms and conditions contained in the Explanatory Memorandum."

Note:	This Resolution is subject to voting exclusions as set out at the end of this Notice of Meeting.
Note:	If approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing
	Rule 10.11, as set out in the Explanatory Memorandum.

8. Approval of 10% Placement Facility

To consider and, if in favour, pass the following Resolution as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum."

Note:

This Resolution is subject to voting exclusions as set out at the end of this Notice of Meeting.

3

NOTES

1. Explanatory Memorandum
   The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.
2. Voting exclusion statements
   Resolution1 - the Company will disregard votes cast, by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member, in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.
   Resolution 4 - The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person, or any associate of that person, who participated in the issue of the Shares the Subject of this resolution.
   However, this does not apply to a vote cast in favour of a resolution by:
3. • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
   • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
   • 1. 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 the resolution; and
     2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 - in accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of this Resolution by or on behalf of by any person who is eligible to participate in the Company's Employee Incentive Plan and each of their associates.

However, for the purposes of Listing Rule 14.11, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
• the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

1. 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 the Resolution; and

1. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard votes cast as proxy by Key Management Personnel or their Closely Related Parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party.

For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if:

4

• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; and
• it is not cast on behalf of a related party or associate of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party.
• the person is the Chair of the meeting and the appointment of the Chair as proxy:

1. does not specify the way the proxy is to vote on the Resolution; and

1. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Resolution 6 - the Company will also disregard any votes cast in favour of these Resolutions by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Equity Incentive Plan, or any associates of that person.

However, this does not apply to a vote cast in favour of these Resolutions by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o 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 these Resolutions; and
  o the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard votes cast as proxy by Key Management Personnel or their Closely Related Parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party.

For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if:

• the person is the Chair of the meeting and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on the Resolution; and
  o expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company;
• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution; and

• it is not cast on behalf of a related party or associate of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party.

Resolutions 7 (a), (b) and (c) - the Company will also disregard any votes cast in favour of these Resolutions by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Equity Incentive Plan, or any associates of that person.

However, this does not apply to a vote cast in favour of these Resolutions by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

5

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o 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 these Resolutions; and
  o the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard votes cast as proxy by Key Management Personnel or their Closely Related Parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party.

For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if:

• the person is the Chair of the meeting and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on the Resolution; and
  o expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company;
• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution; and

• it is not cast on behalf of a related party or associate of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party.

Resolution 8 - the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person, or any associate of that person, who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares).

NB. In accordance with Listing Rule 14.11 and the relevant note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

1. 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 the resolution; and

1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Who may vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that a person's entitlement to attend and vote at the Meeting will be those persons set out in the register of Shareholders as at 7.00pm (AEDT) on 19 December 2023. This means that any Shareholder registered at 7.00pm (AEDT) on 19 December 2023 is entitled to attend and vote at the Meeting.

6

4. Direct voting using the Online Meeting Platform

The Company is pleased to provide Shareholders with the opportunity to attend and participate in the virtual meeting through and online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the meeting to avoid any delays on the day of the meeting. An account can be created via the following link investor.automic.com.au and then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Shareholders will be able to vote (see the "Voting virtually at the Meeting" section of this Notice of Meeting below) and ask questions at the Meeting.

Voting Virtually at the Meeting

Shareholders who wish to vote virtually on the day of the meeting will need to login to the Automic website (http://investor.automic.com.au/#/home) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the meeting to avoid any delays on the day of the meeting.

How do I create an account w ith Automic?

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on 'register' and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

I have an account w ith Automic, w hat are the next steps?

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the meeting:

1. Log in to the Automic website(https://investor.sutomic.com.au/#/home) using your user name and password;
2. Registration on the Day - if registration for the virtual meeting is open, click on 'Meeting open for registration' and follow the steps.
3. Live voting on the Day - if live voting for the virtual meeting is open, click on 'Meeting open for voting' and follow the steps.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-AGMs/.

5. Shareholder questions

Whilst Shareholders will be provided with the opportunity to submit questions online at the Meeting, it would be desirable if the Company was able to receive them in advance.

Shareholders are therefore requested to send any questions they may have for the Company or its Directors at the virtual Shareholders' Meeting to the Company Secretary, Kim Clark, by emailing to [e-mail].

Please note that not all questions may be able to be answered during the Meeting. In this case answers will be made available on the Company's website after the Meeting.

7

6. Proxies

A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting.

• A proxy need not be a Shareholder.
• If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder.
• If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.
• Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded.
• A Proxy Form accompanies this Notice.
• Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstain from voting.
• If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company.
• The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.
• If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.
• The Proxy Form (together with any relevant authority) must be received by no later than 11:00 am (AEDT) on 19 December 2023 being 48 hours before the time scheduled for the commencement of the Meeting (or any adjournment of that Meeting).
• The completed Proxy Form may be:

1. Mailed to the address on the Proxy Form; or

1. 1. Voted online via the Company's Share Registry athttps://investor.automic.com.au/#/home.
2. Corporate Representative
   Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with section 250D of the Corporations Act authorising him or her to act as that company's representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting.
3. Voting Intentions
   Subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of the Resolutions. In respect of undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of the Resolution.

8

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders of Toys'R'Us ANZ Limited (Company) to be held as a virtual meeting at 11:00 am (AEDT) on 21 December 2023.

This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed resolutions. Both documents should be read in their entirety and in conjunction with each other.

Explanatory Notes to the Resolutions

Financial Reports

The Corporations Act requires that the report of the Directors, the Auditor's report and the Financial Report be laid before the Annual General Meeting.

Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports.

Shareholders will be given a reasonable opportunity at the meeting to raise questions and make comments on these reports.

In addition to asking questions at the Meeting, Shareholders may address written questions to the Chairman about the Management of the Company or to the Company's auditor if the question is relevant to:

1. the content of the auditor's report; or
2. the conduct of its audit of the annual financial report to be considered at the Meeting.

Note: Under section 250PA(1) of the Corporations Act, a Shareholder must submit the question to the Company no later than the fifth Business Day before the day on which the Annual General Meeting is held.

Written questions for the auditor must be delivered by 5:00pm on Wednesday, 14 December 2023. Please send any written questions for the auditors to:

The Company Secretary

Toys'R'Us ANZ Limited c/- Boardroom Pty Ltd Level 8, 210 George Street SYDNEY, NSW 2000

or via email to:[e-mail]

Resolution 1: Remuneration Report

The Corporations Act requires that at a listed Company's annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report sets out the Company's remuneration arrangements for Key Management Personnel of the Company. The Remuneration Report is part of the Directors' Report contained in the annual financial report of the Company for the financial year ending 31 July 2023. A copy is available on the Company's website.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second annual general meeting (Spill Resolution).

9

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting, at which all of the Directors (other than the Managing Director) of the Company, would need to stand for re-election.

Directors' recommendation

As the Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, makes no recommendation regarding this Resolution.

Resolution 2: Re-election of Mr Kevin Moore

Resolution 2 seeks approval for the re-election of Mr Kevin Moore as a Director with effect from the end of this Annual General Meeting.

In accordance with Listing Rule 14.5, the Company is required to hold an election of Directors at each annual general meeting.

In addition, Listing Rule 14.4, requires a director to not hold office (without re-election) past the third annual general meeting following the director's appointment, or three years, whichever is the longer. In addition, Rule 34 of the Constitution provides that at each Annual General Meeting at least one director (if the composition of the Board is equal to or less than four) or otherwise one-third of the Directors (other than the Managing Director or any Alternate Director) for the time being, must retire from office. Directors who retire by reason of Rule 34 of the Constitution are those Directors who have been in office the longest since their last election or re-election. A retiring Director is eligible for re-election.

Mr Moore retires and, being eligible, offers himself for re-election in accordance with Listing Rule 14.4 and Rule 34 of the Constitution.

The Company provides the following biographic information of Mr Moore.

Mr Moore has multinational board and governance experience, specialising in digital marketing, and is a growth director with a focus on $10 to $100 million businesses.

He has a corporate career with director level marketing and general management experience across 30 countries, with success in launching and growing Australian and Global brands. His private company career saw him build a small technology based retail marketing business into the sector leader with 2,500 team members in ANZ, and clients that include Apple, Amazon, Bunnings, Coles and Woolworths.

He was previously the Chair and Non-Executive Director of Raiz Invest Limited.

He is currently the Chair of the Board (stepping down from close of this Annual General Meeting) and a member of the Remuneration and Nomination Committee and Audit and Risk Committee.

Directors' recommendation

The Directors (with Mr Moore abstaining) unanimously recommend that the Shareholders vote in favour of this Resolution.

Resolution 3: Election of Director - Ms Kelly-Anne Humphreys

Resolution 3 seeks approval for the election of Ms Kelly-Anne Humphreys (Kelly Humphreys) as a Director with effect from the end of this Annual General Meeting.

In accordance with Listing Rule 14.5, the Company is required to hold an election of Directors at each annual general meeting.

In addition, Listing Rule 14.4 and Rule 34 of the Constitution specifies that a Director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without election) past the next annual general meeting of the Company after their appointment.

10