Mr. Peter Slan reports

SMARTCENTRES REIT EXTENDS ARRANGEMENTS WITH PENGUIN GROUP, PROVIDES UPDATE ON ONGOING DISCUSSIONS BY BOTH PARTIES

The board of trustees of SmartCentres Real Estate Investment Trust today provided an update regarding certain five-year arrangements between the trust and Mitchell Goldhar, executive chairman and chief executive officer of SmartCentres and owner of Penguin Group of Companies, that were scheduled to expire on Dec. 31, 2025.

Discussions are continuing between the independent committee of the board of trustees and Mr. Goldhar and Penguin regarding a new five-year employment agreement for Mr. Goldhar, as well as in respect of a number of other existing agreements, and the parties have agreed to extend the existing executive employment agreement for Mr. Goldhar and those other agreements until Feb. 28, 2026. Those other existing agreements include development services agreement supplements, Penguin Services agreement and the non-competition agreement.

Summaries of these arrangements can be found in the REIT's most recent annual information form available under the REIT's profile on SEDAR+. Details of the terms of these arrangements when last renegotiated and implemented can be found in the REIT's management information circular dated Nov. 6, 2020, filed on SEDAR+ in connection with the REIT's annual and special unitholders meeting held on Dec. 9, 2020, at which meeting, among other things, the voting top-up right granted to Mr. Goldhar and related amendments to the REIT's declaration of trust were approved by unitholders.

While also under discussion, the extension of the voting top-up right under the REIT's declaration of trust would require disinterested unitholder approval, which has not been sought or obtained to date, and thus this right has expired.

Operational continuity maintained

The extension of the existing agreements ensures seamless continuity of operations and ongoing development activities. All current business activities, including development projects and strategic partnerships, remain on track under the terms of the existing arrangements until Feb. 28, 2026.

Independent committee oversight

The independent committee of the board, composed entirely of independent trustees, is overseeing the discussions on behalf of the REIT with Penguin and Mr. Goldhar.

About SmartCentres Real Estate Investment Trust

SmartCentres is one of Canada's largest fully integrated REITs, with a best-in-class and growing mixed-use portfolio featuring 197 strategically located properties in communities across the country. SmartCentres has approximately $12.1-billion in assets and owns 35.6 million square feet of income producing value-oriented retail and first-class office properties with 98.6 per cent in place and committed occupancy, on 3,500 acres of owned land across Canada.

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