Toys"R"Us ANZ : Extraordinary General Meeting - Notice of Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF TOYS'R'US ANZ LIMITED

(ACN 063 886 199) ("COMPANY")

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

Place: As a virtual meeting

Date:

17 May 2024

Time: 11:00 am (Melbourne time)

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

DATED 12 April 2024

By order of the Board:

Kim Larkin

Company Secretary

THIS NOTICE OF EXTRAORDINARY GENERAL MEETING SHOULD BE READ IN ITS ENTIRETY. IF SHAREHOLDERS ARE IN DOUBT AS TO HOW THEY SHOULD VOTE, THEY SHOULD SEEK ADVICE FROM THEIR PROFESSIONAL ADVISERS. SHOULD YOU WISH TO DISCUSS THE MATTERS IN THIS NOTICE OF EXTRAORDINARY GENERAL MEETING PLEASE DO NOT HESITATE TO CONTACT THE COMPANY SECRETARY, KIM LARKIN, ON [e-mail].

AGENDA

1. Address by the Chair and Chief Executive Officer
2. Resolutions:

1. Resolution 1: Ratification of prior issue of February 2024 Placement Shares under Listing Rule 7.4
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, in accordance with Listing Rule 7.4, and for all other purposes, the Company approve the issue of 84,615,383 fully paid ordinary shares in the Company, which occurred on 26 February 2024 on the terms and conditions set out in the Explanatory Statement."
2. Resolution 2: Ratification of prior issue of Advisor Shares under Listing Rule 7.4
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, in accordance with Listing Rule 7.4, and for all other purposes, the Company approve the issue of 2,307,692 fully paid ordinary shares in the Company, which occurred on 26 February 2024 on the terms and conditions set out in the Explanatory Statement."
3. Resolution 3: Ratification of prior issue of March 2024 Placement Shares under Listing Rule 7.4
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, in accordance with Listing Rule 7.4, and for all other purposes, the Company approve the issue of 21,276,596 fully paid ordinary shares in the Company to Mercer Street Global Opportunity Fund II LP, which occurred on 28 March 2024 on the terms and conditions set out in the Explanatory Memorandum."
4. Resolution 4: Approval of the issue of securities to Mercer Street Global Opportunity Fund II LP
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of up to 28,500,000 Commencement Shares in the Company to Mercer Street Global Opportunity Fund II LP, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice, is approved."
   If approved, Resolution 4 will be implemented prior to any consolidation of share capital of the Company the subject of Resolution 10 below.
5. Resolution 5: Approval of the issue of securities to Mercer Street Global Opportunity Fund II LP
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of up to 793,000 Convertible Securities in the Company to Mercer Street Global Opportunity Fund II LP, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice, is approved."
   If approved, Resolution 5 will be implemented prior to any consolidation of share capital of the Company

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the subject of Resolution 10 below.

1. Resolution 6: Approval of the issue of securities to Mercer Street Global Opportunity Fund II LP
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of up to 71,428,571 Loan Options in the Company to Mercer Street Global Opportunity Fund II LP, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice, is approved."
   If approved, Resolution 6 will be implemented prior to any consolidation of share capital of the Company the subject of Resolution 10 below.
2. Resolution 7: Approval of the issue of securities to Mercer Street Global Opportunity Fund II LP
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of up to 41,666,667 Convertible Security Options in the Company to Mercer Street Global Opportunity Fund II LP, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice, is approved."
   If approved, Resolution 7 will be implemented prior to any consolidation of share capital of the Company the subject of Resolution 10 below.
3. Resolution 8: Approval of the issue of RIOT Shares
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, in accordance with Listing Rule 7.1, and for all other purposes, the Company approve the issue of 35,000,000 fully paid ordinary shares in the Company, on the terms and conditions set out in the
   Explanatory Memorandum."
   If approved, Resolution 8 will be implemented prior to any consolidation of share capital of the Company the subject of Resolution 10 below.
4. Resolution 9: Approval of issue of shares to Penelope Cox under the CEO Loan
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, in accordance with Listing Rule 10.11, and for all other purposes, the Company approve the issue of 10,638,298 fully paid ordinary shares in the Company, on the terms and conditions set out in the
   Explanatory Memorandum."
   If approved, Resolution 9 will be implemented prior to any consolidation of share capital of the Company the subject of Resolution 10 below.
5. Resolution 10: Consolidation of capital of the Company
   To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:
   "THAT, for the purposes of section 254H of the Corporations Act 2001 (Cth), ASX Listing Rules 7.20 and 7.22, and for all other purposes, the issued capital of the Company be consolidated on the basis that every ten (10) Shares on issue will be consolidated into One (1) Share and where this Consolidation results in a fraction of a Share, the Company be authorised to round that fraction up to the nearest whole Share, with

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the Consolidation to take effect in accordance with the timetable and otherwise on the terms and conditions described in the Explanatory Memorandum accompanying this Notice."'

If approved, Resolution 10 will be implemented following the issue of securities the subject of the approvals set out in Resolutions 4 to 9 above.

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NOTES

1. Explanatory Memorandum
   The Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting is incorporated in and comprises part of this Notice of Extraordinary General Meeting and should be read in conjunction with this Notice of Extraordinary General Meeting.
2. Voting exclusion statements
   Resolution 1 - The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who participated in or who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons.
   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

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

Resolution 2 - The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of JASZAC Investments Pty Ltd or any person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons.

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.

Resolutions 3 to 7 (inclusive) - The Company will disregard any votes cast in favour of Resolutions 3 to 7 (inclusive) by or on behalf of Mercer Street Global Opportunity Fund II LP or any person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons.

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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.

Resolution 8 - The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Riot IP Pty Ltd, Riot Creativity Pty Ltd, Riot HoldCo Ltd or any person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons.

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.

Resolution 9 - The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of Penelope Cox or any person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons.

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
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to the holder to vote in that way.

1. Who may vote
   In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convener 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 (Melbourne time) on 15 May 2024. This means that any Shareholder registered at 7.00pm (Melbourne time) on 15 May 2024 is entitled to attend and vote at the Meeting.
2. 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 meetingto 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 user name 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 with 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 (SRN or HIN) to create an account with Automic.
   I have an account with Automic, what 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:
3. 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.

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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 Larkin, 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.

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 (Melbourne time) on 15 May 2024 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 at https://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.

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In respect of undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of the Resolution.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice convening the Extraordinary General Meeting of Shareholders of Toys"R"Us ANZ Limited (Company) to be held as a virtual meeting at 11:00 am (Melbourne time) on 17 May 2024. It 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

Resolutions 1, 2 and 3: Ratification of prior issues of shares under Listing Rule 7.4

On 20 February 2024, the Company announced:

• a placement comprising of the issue of 84,615,385 383 Shares (February 2024 Placement Shares) at an issue price of $0.0065 per Share to raise $550,000 (before costs) (February 2024 Placement); and
• the issue of 2,307,692 Shares to JASZAC Investments Pty Ltd as consideration for services provided in connection with the Offer (Advisor Shares).

On 20 March 2024, the Company announced a further placement comprising of the issue of 21,276,596 Shares (March 2024 Placement Shares) to Mercer at an issue price of $0.0094 per Share to raise $200,000 (before costs) (Second 2024 Placement).

ASX Listing Rule 7.4

Under Listing Rule 7.1, the Company is permitted to issue within a 12 month period Equity Securities equal to up to 15% of its ordinary Equity Securities on issue without Shareholder approval. The issue of the February 2024 Placement Shares and Advisor Shares occurred on 26 February 2024, and the issue of the March 2024 Placement Shares on 28 March 2024, without Shareholder Approval using the Company's existing placement capacity under Listing Rule 7.1.

By ratifying the issue of February 2024 Placement Shares and Advisor Shares under the February 2024 Placement, and the March 2024 Placement Shares under the March 2024 Placement, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for:

• the issue of February 2024 Placement Shares under the February 2024 Placement;
• the issue of Advisor Shares for services conducted in relation to the Offer; and
• the issue of March 2024 Placement Shares under the March 2024 Placement.

If each of Resolution 1, Resolution 2 and Resolution 3 are approved by Shareholders, the Company will have additional capacity under Listing Rule 7.1 to issue further securities. If each or any of Resolution 1, Resolution 2 and Resolution 3 are not approved by Shareholders, it may jeopardise the Company's ability to issue further Equity Securities given the reduction in placement availability under Listing Rule 7.1.

Information required by Listing Rule 7.5

In accordance with ASX Listing Rule 7.3, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.1, the following information is provided to Shareholders:

1. February 2024 Placement Shares (Resolution 1)

Recipient of issue

Each of the following personally invited investors who are sophisticated and professional investors (as defined by section 708

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