Mr. Alex Avery reports

PRIMARIS REIT ANNOUNCES $411-million ACQUISITION OF LEADING GTA SHOPPING CENTRE, UPPER CANADA MALL

Primaris Real Estate Investment Trust has agreed to acquire a 100-per-cent interest in Upper Canada Mall in Newmarket, Ont., for $411-million, to be satisfied in cash. The acquisition further advances Primaris's strategy of acquiring market-leading enclosed shopping centres in growing Canadian markets, where the REIT can deploy its full-service operating platform to drive income growth and long-term per-unit value creation.

Highlights

• The acquisition is expected to be modestly accretive to annualized fully diluted FFO (funds from operations) per unit;
• 990,114-square-foot mall located on 76 acres of land in the Greater Toronto Area (GTA);
• $888 per square foot same store sales productivity and total annual CRU sales volume of $271-million;
• Attractive tenant profile including Apple, Aritzia, Browns, Lululemon, Sport Chek, Uniqlo, Winners and more;
• Significant upside available from lease-up of vacant space and monetization of excess land;
• The acquisition is expected to close by Oct. 31, 2026, subject to the satisfaction of customary closing conditions, including any required regulatory approvals.

"Upper Canada Mall is a dominant GTA shopping centre with strong demographics, an exceptional tenant mix and significant embedded growth potential," said Patrick Sullivan, president and chief operating officer. "We see meaningful opportunities to grow NOI through leasing, active asset management and operational efficiencies. Our platform and operating expertise position us well to unlock that potential over the coming years."

"Interest in enclosed shopping centres is growing, and Upper Canada Mall was the subject of a broadly marketed process," said Julian Schonfeldt, chief investment officer. "Our reputation as a well-capitalized, reliable buyer with a proven operating platform continues to position Primaris as a preferred counterparty for vendors. This acquisition reflects our disciplined approach: a productive, high-quality centre in the GTA, that is modestly accretive, with additional upside from lease-up and excess land."

"Upper Canada Mall is exactly the type of asset Primaris is built to own," said Alex Avery, chief executive officer. "The acquisition adds a high-quality GTA shopping centre to our portfolio and further strengthens the quality, scale and growth profile of Primaris. Driving our pro forma same store sales productivity to $829, this acquisition is another important step in building Canada's leading portfolio of market dominant enclosed shopping centres."

Upper Canada Mall property highlights

• Leading regional enclosed shopping centre located in Newmarket, Ont., a suburb of the GTA;
• Strategically located at the intersection of Yonge Street and Davis Drive, with convenient access to highways 400 and 404;
• Bus Rapid Transit terminal located adjacent to the south entrance, with the Newmarket GO Station approximately 1.8 kilometres away;
• 990,114-square-foot mall located on 76 acres of land, with approximately 23-per-cent site coverage;
• $888-per-square-foot same-store sales productivity and total annual CRU sales volume of $271-million;
• 65-per-cent long-term in-place occupancy, 70-per-cent in-place occupancy and approximately 80-per-cent committed occupancy (excluding the vacant HBC space, in-place occupancy is 82 per cent);
• Weighted average lease term of 4.2 years;
• Significant investment in the property, including an expansion completed in 2008 that added 148,000 square feet of retail space and a new food court, the opening of Market & Co. in 2018, and a new Yonge Street entrance completed in 2025;
• BOMA BEST Platinum certified;
• Large-format tenants include Winners, Sport Chek, Aritzia, Uniqlo and Zara;
• Notable CRU tenants include Apple, Sephora, Lululemon, Victoria's Secret and Browns.

Updated 2026 guidance and pro forma Primaris portfolio

Primaris maintains its best-in-class capital structure and financial leverage metrics within the REIT's previously disclosed target range. Upon closing of the acquisition, Upper Canada Mall will become Primaris's fourth-largest shopping centre measured by total CRU sales volume. Primaris anticipates the below pro forma metrics:

• The acquisition is expected to be modestly accretive to annualized fully diluted FFO per unit.
• Average net debt to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is anticipated to remain within target range of 4.0 times to 6.0 times.
• Based on the REIT's 1.0-per-cent to 3.0-per-cent same-property cash NOI (net operating income) growth guidance for the full year of 2026 provided in the REIT's management's discussion and analysis for the quarter ended June 30, 2026 (the MD&A (management's discussion and analysis)), which included cash NOI guidance of $390-million to $400-million for the full year, and assuming closing by Oct. 31, 2026, cash NOI for the 2026 fiscal year is now anticipated to be in the range of $397-million to $402-million (cash NOI for the year ended Dec. 31, 2025, was $360-million).
• Reflecting the $230-million equity offering that closed on Sept. 22, 2026, and the timing for deployment of the proceeds, FFO per unit for the full year of 2026 is updated from the previously published guidance of $1.85 to $1.90 to $1.83 to $1.88, based on an assumed closing date of Oct. 31, 2026.
• All other data points remain unchanged from the previously published 2026 guidance provided in the MD&A.

Please see the presentation titled "Upper Canada Mall" on the investor relations page of Primaris's website for additional details regarding the acquisition.

Upper Canada Mall NOI growth potential

Similar to the REIT's existing portfolio, the acquisition offers NOI growth potential over the next few years, as operating and financial performance normalizes, and as Primaris's full-service management platform integrates and operates the property. Opportunities to increase NOI include:

• Redemise and lease approximately 263,400 square feet of former anchor and large format space to strong covenant, high-quality national retailers:
  • 142,800 square feet of former Hudson's Bay is under negotiation;
  • 47,600 square feet of former Toys R Us is under negotiation;
  • 73,000 square feet former Sears spaced is committed to two national retailers.
• 33,800 square feet of vacant CRU space to strong tenants at market rents;
• Identified over six acres of excess land available for potential retail pad development or monetization;
• Leverage Primaris's platform to deploy its cost management strategy.

Newmarket highlights

Newmarket, Ont., is located within York region, and is considered part of the GTA. It is characterized by high household incomes, steady population growth and a highly skilled work force. Other notable total trade area characteristics include:

• Population of 1,013,300;
• Expected population growth of 14.4 per cent over the next 10 years;
• Average household income of $179,000;
• Over 70 per cent of employed residents work within York Region, highlighting the growing economic strength of the region;
• Key employment sectors are health sciences, business services, manufacturing and retail.

Acquisition financing

Primaris intends to finance the acquisition from existing liquidity, including the net proceeds from its equity issuance that closed on Sept. 22, 2026, cash on hand, and an expected draw of approximately $150-million on its unsecured revolving credit facility, leaving $450-million of available liquidity under the facility. The partial use of the revolving credit facility is intended to provide Primaris with flexibility to use the proceeds from future dispositions to repay amounts drawn.

About Primaris Real Estate Investment Trust

Primaris is Canada's only enclosed shopping centre focused REIT, with ownership interests in leading enclosed shopping centres located in growing Canadian markets. The pro forma portfolio totals 15.6 million square feet, valued at approximately $5.6-billion at Primaris's share. Economies of scale are achieved through its fully internal, vertically integrated, full-service national management platform. Primaris is very well capitalized and is exceptionally well positioned to take advantage of market opportunities at an extraordinary moment in the evolution of the Canadian retail property landscape.