Original News Release
Artis REIT, RFA Capital receive approval for merger
Mr. Samir Manji reports
ARTIS AND RFA CAPITAL ANNOUNCE SECURITYHOLDER APPROVALS OF THE ARRANGEMENT AND VOTING RESULTS FROM SPECIAL MEETINGS
Artis Real Estate Investment Trust unitholders and RFA Capital Holdings Inc. shareholders have approved the previously announced plan of arrangement, pursuant to which RFA will acquire all of the outstanding units of Artis. Under the arrangement, RFA will change its name to RFA Financial Inc.
At the Artis special meeting of common unitholders, Series E preferred unitholders and Series I preferred unitholders held on Dec. 11, 2025, unitholders approved all items of business set forth in the management information circular dated Nov. 10, 2025, including the following special resolutions approving the arrangement:
98.77 per cent of the votes cast by common unitholders, excluding the interested trustee and his related parties as described in the circular, present in person or represented by proxy at the Artis meeting, exceeding the required two-thirds (66-2/3rds per cent) majority;
81.19 per cent of the votes cast by Series E preferred unitholders present in person or represented by proxy at the Artis meeting, exceeding the required two-thirds (66-2/3rds per cent) majority;
94.84 per cent of the votes cast by Series I preferred unitholders present in person or represented by proxy at the Artis meeting, exceeding the required two-thirds (66-2/3rds per cent) majority.
A special meeting of RFA shareholders was also held on Dec. 11, 2025, where RFA shareholders approved all items of business set forth in the notice of special meeting dated Nov. 14, 2025, including the following resolutions approving the arrangement:
100 per cent of the votes cast by RFA shareholders present in person or represented by proxy at the RFA meeting, exceeding the required two-thirds (66-2/3rds per cent) majority;
100 per cent of the votes cast by RFA shareholders, excluding certain shareholders as described in the notice, present in person or represented by proxy at the RFA meeting, exceeding the required simple (greater than 50 per cent) majority.
In addition, each of Ben Rodney, Samir Manji, Lis Wigmore, Steven Joyce, Jeffrey Royer, Mike Shaikh, Heather-Anne Irwin, Jacqueline Moss and Richard Bradlow were elected to serve as directors of the resulting issuer for a term beginning as of the effective date of the arrangement by 100 per cent of the votes cast by RFA shareholders present in person or represented by proxy at the RFA meeting.
All securityholder approvals for the arrangement have now been secured.
The arrangement remains subject to final court approval and the satisfaction or waiver of certain other customary closing conditions, as further described in the circular.
In addition to the approval of the arrangement, Artis common unitholders also approved the equity incentive plan for the resulting issuer, as detailed in the attached table.
Full voting results for all resolutions passed at the Artis meeting will be filed under Artis's profile on SEDAR+.
About Artis Real Estate Investment Trust
Artis is a diversified Canadian real estate investment trust with a portfolio of industrial, office and retail properties in Canada and the United States.
About RFA Capital Holdings Inc.
Founded in 1996, RFA is a Canadian-owned real estate investment firm. RFA specializes in residential mortgage lending and asset management through its subsidiaries: RFA Bank of Canada, a federally regulated Schedule I bank, RFA Mortgage Corp., TM Investments and Five Continents Financial. Combined, RFA offers mortgage brokers a one-stop shop with a full suite of competitive prime, alternative, private and commercial mortgages, and wealth management
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