Early Warning Report Issued Pursuant to National Instrument 62-103 Transfer of Voting Control Over Certain Trust Units of BSR

Executive Summary

• John S. Bailey ceased voting control over 2,000,000 Trust Units of BSR Real Estate Investment Trust; control now resides with trustee W. Daniel Hughes.
• The termination of the Voting Agreement reduces Bailey’s beneficial ownership to approximately 9.40% of the REIT (down from ~14.57%).
• No units were transferred or sold; the change is purely a shift in voting rights and trustee representation.

Key Details

• Voting Control Shift: Effective today, W. Daniel Hughes Jr., a REIT trustee, holds voting control over 2,000,000 Trust Units previously controlled by John S. Bailey.
• Trustee Replacement: Hughes replaces Daniel M. Oberste as the sole trustee of the Employee Trust.
• Prior Ownership (pre‑termination):
• 3,865,276 Trust Units + 1,771,116 Class B Units → ~14.57% interest in REIT (all Class B units redeemed).
• ~15.82% interest in outstanding Trust Units (only Class B units redeemed).
• ~36.82% interest in outstanding Class B Units.
• Post‑termination Ownership:
• 1,865,276 Trust Units + 1,771,116 Class B Units → ~9.40% interest in REIT (all Class B units redeemed).
• ~10.20% interest in outstanding Trust Units (only Class B units redeemed).
• Still ~36.82% interest in outstanding Class B Units.
• Voting Agreement: The original voting agreement, established on Feb 24 2020 when J&P Unit Holding, LLC sold the 2,000,000 Trust Units to the Employee Trust while retaining voting control, was terminated today per its terms.
• No Transfer of Units: The 2,000,000 Trust Units remain held by the Employee Trust; there has been no sale or transfer of the underlying securities.
• Future Flexibility: Bailey may adjust his beneficial ownership or control of Trust and Class B Units in the future via market transactions, private agreements, treasury issuances, convertible securities, etc.
• Reporting Access: The early warning report will be filed on the REIT’s SEDAR+ profile (www.sedarplus.ca) and can be obtained from Spencer Andrews, VP of Marketing & Investor Relations.

Notable Quotes

(No direct quotes were provided in the release.)