Other Matters at the Meeting

In addition to considering the arrangement resolution, the Meeting has other purposes:

Receiving financial statements

To receive and consider the consolidated financial statements of the REIT for the year ended December 31, 2024 and the report of the auditors thereon;

Electing trustees of the REIT and certain subsidiaries

To elect each of the trustees of the REIT (the “Trustees”) on an individual basis, and to direct those elected Trustees to: (i) vote the units of InterRent Trust held by the REIT in favour of the election of the nominees chosen by a vote of unitholders as the trustees of InterRent Trust; and (ii) cause the shares of InterRent Holdings General Partner Limited to be voted in favour of the election of nominees chosen by a vote of unitholders as the directors of InterRent Holdings General Partner Limited;

Appointing auditors

To appoint RSM Canada LLP as auditors of the REIT and to authorize the Trustees to fix their remuneration;

Approving amendments to the REIT’s deferred unit and performance and restricted unit plans (note: subject to certain limited exceptions, the REIT is restricted in its ability to issue new awards under these plans unless the Arrangement Agreement is terminated)

To consider and, if thought advisable, to pass, with or without variation, a resolution approving certain amendments to the REIT’s deferred unit plan and performance and restricted unit plan to convert each plan from a rolling incentive plan to a fixed incentive plan by fixing the maximum number of Units that may be issued under the REIT’s deferred unit plan and performance and restricted unit plan combined, at 7,337,813 units (being 5.25% of the issued and outstanding units as of July 23, 2025) (of which 2,000,000 shall be available for new issuances and the balance representing the allocation from units currently outstanding under such equity incentive plans), and to restrict the eligibility under the existing deferred unit plan to non-executive employees and officers of the REIT only, all as more fully described in the Circular;

Approving the adoption of a new deferred unit plan for non-employee trustees (note: subject to certain limited exceptions, the REIT is restricted in its ability to issue new awards under this plan unless the Arrangement Agreement is terminated)

To consider and, if thought advisable, to pass, with or without variation, a resolution approving the new fixed deferred unit plan for non-employee Trustees of the REIT, which provides for a maximum of 1,033,073 units to be issued thereunder (of which 600,000 units shall be available for new issuances and the balance represents the allocation of units previously granted to Trustees under the REIT’s deferred unit plan and which will be deemed to be issued under and governed by the new deferred unit plan for non-employee Trustees upon adoption thereof), all as more fully described in the Circular;

Approving amendments to the REIT's declaration of trust (note: these amendments, if approved, will only come into force if the Arrangement Agreement is terminated)

To consider and, if thought advisable, to pass, with or without variation, a special resolution approving certain amendments to the REIT’s amended and restated declaration of trust dated as of May 21, 2019 (the “Declaration of Trust”), all as more fully described in the Circular; and

Other business

To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Specific details of all the matters proposed to be put forth before the Meeting are contained in the Circular.  

Unitholders are encouraged to read the Circular carefully when evaluating the matters to be considered at the Meeting.