ARTIS AND RFA CAPITAL COMPLETE ARRANGEMENT TRANSACTION

Executive Summary

• Completion of a statutory plan of arrangement whereby RFA Financial acquired 100 % of Artis REIT’s common units, Series E preferred units and Series I preferred units.
• The transaction creates a scaled Canadian financial‑services platform that combines a Schedule I bank, mortgage origination/servicing business and a diversified commercial real‑estate portfolio, expected to deliver stable earnings and a sustainable dividend profile.
• Post‑arrangement share structure: 46,605,485 post‑consolidation RFA common shares, 2,820,409 Series E preferred shares and 4,247,256 Series I preferred shares; new ticker symbols “RFA”, “RFA.PR.E” and “RFA.PR.I” to begin trading on or about Feb 4 2026.

Key Details

• Arrangement Mechanics – Artis common unitholders received one pre‑consolidation RFA common share per unit; those shares were subsequently consolidated 3‑to‑1 into post‑consolidation RFA common shares.
• Preferred Units Exchange – Holders of Artis Series E and Series I preferred units received one RFA Series E or Series I preferred share respectively; the RFA preferred shares were not subject to consolidation.
• Share Listings – RFA’s common and preferred securities are expected to list on the Toronto Stock Exchange (TSX) under “RFA”, “RFA.PR.E” and “RFA.PR.I”. Artis units will be delisted after market close on Feb 3 2026.
• Governance Changes – New RFA board of directors comprises nine members: 5 identified by Artis (including former trustees) and 3 identified by RFA, plus CEO Ben Rodney. Management team includes President/CEO Ben Rodney, Executive Chair Samir Manji, CFO Jaclyn Koenig, COO Melody Lo, and EVP‑Legal Kara Watson.
• Reporting Status – Upon closing, RFA became a reporting issuer in all Canadian provinces and territories; Artis will cease to be a reporting issuer.
• Early Warning Report – An early warning filing will be made by RFA following the arrangement; details available on Artis’ SEDAR+ profile.
• Advisors – Financial advisors: CIBC World Markets (Artis), BMO Capital Markets (RFA). Legal advisors: Norton Rose Fulbright Canada LLP (Artis), Borden Ladner Gervais LLP (RFA). Independent fairness opinion provided by Haywood Securities Inc. to Artis trustees.
• Strategic Rationale – Combination provides unitholders exposure to Canadian financial services, creates multiple avenues for value creation via capital rotation from real estate into higher‑returning financial‑services investments, and enhances access to capital for growth initiatives.

Notable Quotes

“We are very pleased to confirm the successful closing of this transformative transaction,” – Samir Manji, Executive Chair, RFA Financial.

“By combining RFA's expanding banking and mortgage businesses with Artis's established real estate platform, we have created a diversified company with multiple pathways for growth…” – Ben Rodney, President & CEO, RFA Financial.