ARTIS REAL ESTATE INVESTMENT TRUST FILES MEETING MATERIALS FOR VOTE ON COMBINATION WITH RFA CAPITAL

Executive Summary

• Artis Real Estate Investment Trust filed its management information circular and meeting materials for a special shareholder meeting to approve a statutory plan of arrangement that will combine Artis with RFA Capital Holdings Inc. (to be renamed RFA Financial Inc.).
• The proposed transaction would make Artis unitholders 68% owners of the resulting financial‑services platform, exchange each Artis common unit for one share of RFA Financial (subject to a 3‑for‑1 post‑closing consolidation), and provide exposure to higher‑returning banking and mortgage businesses.
• The Board unanimously recommends voting in favour; fairness opinions from CIBC World Markets and Haywood Securities deem the exchange ratios fair, and strong unitholder support (~39.7% of units) has already been secured.

Key Details

• Meeting Information: Special meeting scheduled for Thursday, 11 December 2025 (10:00 a.m. Toronto time), virtual webcast available.
• Arrangement Mechanics:
• Artis common unitholders receive one share of RFA Financial per Artis unit; after closing, shares will be consolidated on a 1‑post‑share / 3‑pre‑shares basis.
• Preferred Unit holders (Series E and Series I) will exchange their units for corresponding preferred shares of the Resulting Issuer, subject to separate votes.
• Ownership Structure Post‑Closing: Artis common unitholders own ~68% of RFA Financial’s common equity; remaining equity held by existing RFA shareholders.
• Strategic Rationale: Redeploy real‑estate capital into higher‑return financial services, create earnings growth, and provide diversified exposure to Canada’s banking sector.
• Board Recommendation: Unanimous (except interested trustee) recommendation to vote “FOR” all resolutions – Arrangement, Series E & I Preferred Exchanges, and Equity Incentive Plan of the Resulting Issuer.
• Fairness Opinions:
• CIBC World Markets – exchange ratio fair to both common and preferred unitholders.
• Haywood Securities – independent opinion confirming fairness of applicable ratios.
• Regulatory & Court Approvals: Competition Act approval obtained (14 Oct 2025); interim court orders from Manitoba and Ontario courts authorizing the meetings (10 Nov 2025).
• Unitholder Support: Approximately 39.7% of outstanding common units (including major investors Sandpiper Group, Halcyon International Ltd., and all Artis trustees/officers) have signed voting support agreements.
• Closing Timeline & Conditions: Subject to final court order (hearing expected 18 Dec 2025), regulatory approvals, customary closing conditions, RFA shareholder approval, and TSX listing consent; anticipated close in Q1 2026.
• Distributions: Regular monthly (common) and quarterly (preferred) distributions will continue until the Arrangement is completed.

Notable Quotes

• “The proposed Arrangement creates significant value through capital reallocation and growth, giving Artis unitholders majority ownership of a growing financial‑services platform supported by high‑quality commercial real estate.” – Board of Trustees (unanimous recommendation).