Slate Grocery REIT Announces Receipt of Exemptive Relief in Connection with Proposed Arrangement

Exemptive relief permits disinterested holders of class A units, class I units and class U units to vote on the Arrangement together as a single class

TORONTO--(BUSINESS WIRE)--Slate Grocery REIT (TSX: SGR.U) (TSX: SGR.UN) (the “REIT”), an owner and operator of U.S. grocery-anchored real estate, announced today that, further to its news release dated October 23, 2026, the Ontario Securities Commission has granted discretionary exemptive relief from the requirement to obtain minority approval on a class-by-class basis under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) in connection with the proposed acquisition by EP/BRX Holdings LLC (the “Purchaser”), a joint venture between an affiliate of Brixmor Property Group Inc. and affiliates of Everview Partners, L.P., of all of the REIT’s issued and outstanding units pursuant to the terms and conditions of an arrangement agreement (the “Arrangement Agreement”) among the REIT, the Purchaser and 1001700324 Ontario Inc. dated September 27, 2026 (the “Arrangement”). The Arrangement was previously announced by the REIT on September 28, 2026.

The exemptive relief permits disinterested holders of class A units, class I units and class U units to vote on the Arrangement under MI 61-101 together as a single class, with one vote per unit, rather than separately by class. Votes required to be excluded under MI 61-101 will be excluded from that minority approval vote.

Under the REIT’s declaration of trust, holders of class A units, class I units and class U units generally vote together as a single class unless the business to be transacted affects holders of one class in a manner materially different from its effect on holders of another class. The REIT’s board of trustees has determined that the Arrangement does not have such a differential effect.

Completion of the Arrangement remains subject to the requisite unitholder approvals, including approval by at least two-thirds of the votes cast by unitholders voting together as a single class and the applicable minority approval under MI 61-101, receipt of the final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement, receipt of the required approval under the Investment Canada Act, and the satisfaction or waiver of the other conditions to closing set out in the Arrangement Agreement. Subject to obtaining the necessary approvals and satisfying or waiving the other closing conditions, the Arrangement is expected to be completed in the first quarter of 2027.

Unitholders are encouraged to vote in advance of the proxy voting deadline on November 23, 2026, at 11:00 am ET electronically, by telephone or by mail.

Unitholders who have questions or require assistance with voting may contact the REIT’s proxy solicitation agent:

Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Outside North America: 1-416-304-0211
Email: [e-mail]
Text Message: Text “INFO” to 1-416-304-0211 or 1-877-452-7184

A copy of the REIT’s Circular is available under the REIT’s profile on www.sedarplus.ca and on the REIT’s website at https://www.slategroceryreit.com/.

About Slate Grocery REIT (TSX: SGR.U / SGR.UN)

Slate Grocery REIT is an owner and operator of U.S. grocery-anchored real estate. The REIT owns and operates critical real estate infrastructure across major U.S. metro markets that communities rely upon for their daily needs. The REIT’s resilient grocery-anchored portfolio and strong credit tenants are expected to provide unitholders with durable cash flows and the potential for capital appreciation over the longer term. Visit slategroceryreit.com to learn more about the REIT.

About Slate Asset Management

Slate Asset Management is a global investor and manager focused on essential real estate and infrastructure assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners across the real assets space. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more, and follow Slate Asset Management on LinkedIn, X (Twitter), and Instagram.

Forward-Looking Statements

Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. Forward-looking information in this press release includes statements regarding the proposed Arrangement and its anticipated timing, receipt of the required unitholder and court approvals and the required approval under the Investment Canada Act, and the satisfaction or waiver of the other closing conditions. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators.