An anonymous trustee reports

SLATE GROCERY REIT ANNOUNCES FILING AND MAILING OF MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF UNITHOLDERS TO APPROVE ACQUISITION BY BRIXMOR AND EVERVIEW PARTNERS

Slate Grocery REIT has filed and mailed the management information circular and related materials in connection with the special meeting of the holders of Class A units, Class I units and Class U units of the REIT, which will be held in a live, virtual-only format on Nov. 25, 2026, at 11 a.m. ET on-line.

The arrangement

At the meeting, unitholders as of the close of business on Oct. 20, 2026, will be asked to consider and, if deemed advisable, to pass a special resolution approving a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) and Section 60 of the Trustee Act (Ontario) involving the REIT, EP/BRX Holdings LLC, a joint venture between an affiliate of Brixmor Property Group Inc. and affiliates of Everview Partners LP (the purchaser), and 1001700324 Ontario Inc., a subsidiary of the REIT (ArrangementCo), as more particularly described in the circular.

The consideration

Pursuant to the arrangement, among other things, the purchaser will acquire all of the issued and outstanding units of the REIT for $13.00 (U.S.) in cash per unit, plus, if the arrangement has not closed on or before Jan. 20, 2027, an amount equal to 0.2482 U.S. cnets multiplied by the number of calendar days elapsed after Jan. 20, 2027, until (but not including) the closing date, which would increase the aggregate consideration payable to unitholders by approximately $150,000 (U.S.) per day, subject to the terms and conditions of the arrangement agreement dated Sept. 27, 2026, among the purchaser, the REIT and ArrangementCo.

Special committee and board recommendations and reasons

The board of trustees of the REIT, following careful consideration of the fairness opinions of the financial advisers and taking into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of a special committee of independent trustees of the board (excluding Blair Welch and Brady Welch, who, by reason of their relationships with the REIT's external manager, Slate Asset Management (Canada) LP, and Slate Asset Management LP (SLAM), did not participate in the deliberations of the board and abstained from voting), has unanimously determined that the arrangement is in the best interests of the REIT and is fair to the unitholders (other than the manager and its affiliates).

Accordingly, the board (excluding the non-participating trustees) has unanimously approved the arrangement and unanimously recommends that unitholders vote for the arrangement resolution, for the following reasons, among others:

• Significant premium to trading price: The consideration of $13.00 (U.S.) per unit in cash, plus the additional consideration (if applicable), represents (i) a premium of approximately 13 per cent to the closing price per Class U unit on the Toronto Stock Exchange on May 21, 2026, the last trading day prior to the public announcement of a strategic review process; and (ii) a premium of approximately 20 per cent to the closing price per Class U unit on the TSX on Sept. 23, 2026, the last trading day prior to the REIT's announcement of the suspension of distributions pending the outcome of the strategic review.
• Certainty of value and liquidity to unitholders: The consideration is payable entirely in cash and provides unitholders with certainty of value and liquidity for their investment, without the risks associated with continuing to own units of the REIT as a public entity, including challenges associated with ownership and operation of a portfolio of U.S. grocery-anchored retail properties, market price volatility, macroeconomic factors, changes in interest rates, access to and pricing of debt and equity capital, capitalization rates, inflation, political conditions, and other market conditions that are beyond the control of the REIT.
• Culmination of an extensive strategic review: The arrangement represents the culmination of an extensive and robust strategic review undertaken following receipt by the independent trustees of an unsolicited, non-binding acquisition proposal for the REIT from SLAM in January, 2026. The strategic review, publicly announced on May 22, 2026, was diligently pursued over a period of just over eight months under the oversight of the special committee, with the assistance of its financial, legal, tax and real estate advisers, to evaluate the SLAM proposal and other strategic alternatives available to the REIT, with a view to maximizing value for unitholders while acting in the best interests of the REIT.
• Compelling value relative to alternatives: Prior to the REIT entering into the arrangement agreement, the special committee and the board (with the non-participating trustees abstaining), with the assistance of their financial, legal, tax and real estate advisers, and based upon their collective knowledge of the business, operations, financial condition, earnings and prospects of the REIT, as well as their collective knowledge of the current and prospective environment in which the REIT operates (including economic and market conditions), assessed the relative benefits, risks and potential timelines of various alternatives reasonably available to the REIT. In making that assessment, the special committee and the board (with the non-participating trustees abstaining) considered, among other things, the REIT's leverage profile, capital requirements and distribution policy. As part of the strategic review, the special committee and the board (with the non-participating trustees abstaining) concluded that the consideration to be received by unitholders, payable entirely in cash, represents compelling value relative to such alternatives.
• Fairness opinions: Each of Evercore Group LLC, as financial adviser to the special committee, and CIBC World Markets Inc., retained to provide an independent fairness opinion, provided a fairness opinion to the special committee, dated as at Sept. 27, 2026, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by unitholders (other than the manager and its affiliates) pursuant to the arrangement agreement is fair, from a financial point of view, to such unitholders.

A full description of the reasons for the recommendation that unitholders vote for the arrangement resolution is included in the circular.

Required approvals

The arrangement will become effective only if it is approved by an affirmative vote of at least: (i) two-thirds of the votes cast on the arrangement resolution by unitholders present virtually or represented by proxy at the meeting, voting as a single class; and (ii) a simple majority of the votes cast on the arrangement resolution by unitholders present virtually or represented by proxy at the meeting, voting as a single class, excluding the votes attached to units held by persons required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The REIT has applied to the Ontario Securities Commission, as its principal regulator, for exemptive relief from the requirement under MI 61-101 that minority approval be obtained on a per-class basis, so that minority approval may instead be obtained from unitholders voting together as a single class. If such exemptive relief is not obtained prior to the date that is 10 business days prior to the date of the meeting, all Class A units and Class I units will be converted into Class U units, effective prior to the date of the meeting, in accordance with the REIT's declaration of trust, as more particularly described in the circular.

The arrangement is also subject to the approval of the Ontario Superior Court of Justice (Commercial List), after considering the procedural and substantive fairness of the arrangement, the 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. The arrangement is not subject to any financing conditions. 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.

Support and voting agreements

Concurrently with the execution of the arrangement agreement, each of the trustees of the REIT and the manager, and its affiliates agreed to vote their respective units, as applicable, in favour of the arrangement resolution, pursuant to support and voting agreements, subject to customary exceptions. The units represented by such support and voting agreements represent approximately 5.9 per cent of the issued and outstanding units.

Vote today

Your vote is important regardless of the number of units you hold. Vote for the arrangement today.

Unitholders are encouraged to vote in advance of the proxy voting deadline on Nov. 23, 2026, at 11 a.m. 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

E-mail:  assistance@laurelhill.com

Text message:  text info to 1-416-304-0211 or 1-877-452-7184

A copy of the circular is available under the REIT's SEDAR+ profile and on the REIT's website.

About Slate Grocery REIT

Slate Grocery is an owner and operator of United States 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 everyday 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.

About Brixmor Property Group Inc.

Brixmor (New York Stock Exchange: BRX) owns and operates a high-quality, national portfolio of open-air shopping centres. Brixmor's 346 retail centres comprise approximately 63 million square feet of prime retail space in established trade areas. Brixmor's properties reflect its vision "to be the center of the communities we serve" and are home to a diverse mix of thriving national, regional and local retailers. Brixmor is a valued partner to a broad range of retailers, including The TJX Companies, The Kroger Co., Publix Super Markets and Ross Stores.

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