SITE Centers Corp

If the common shareholders approve this Proposal Two and the Board decides to implement the reverse stock split, the reverse stock split will become effective at the time and on the date of the filing of, or at such later time as is specified in, the corresponding amendment to our Articles of Incorporation. The amendment will set forth the number of our outstanding common shares to be combined into one common share within the limits set forth in this Proposal Two. Beginning on the effective date of the reverse stock split, each certificate representingpre-reverse stock split common shares or book-entry statement reflecting such shares will immediately be deemed for all corporate purposes to evidence ownership of post-reverse stock split common shares based on the ratio within the approved range determined by the Board.

The actual text of the proposed revisions to ARTICLE FOURTH of our Articles of Incorporation, marked with deletions indicated by strike-throughs and underlining to indicate additions, is attached to this Proxy Statement as Annex A. The text of the proposed revisions in Annex A is, however, subject to change to reflect the exact ratio for the reverse stock split and any changes that may be required by the office of the Secretary of State of the State of Ohio or that the Board may determine to be necessary or advisable ultimately to comply with applicable law and to effect the reverse stock split. The amendment to our Articles of Incorporation will become effective upon its filing with the Secretary of State of the State of Ohio, subject to shareholder approval of this Proposal Two and the discretion of the Board.

Approval of this management proposal will require the affirmative vote of the holders of a majority of the outstanding common shares of the Company. Shares represented by properly delivered proxies will be voted at the meeting in accordance with the shareholders’ instructions. In the absence of specific instructions, the shares will be voted FOR this management proposal. Abstentions and brokernon-votes will have the same effect as votes cast against the proposal.