AIP Realty Trust — M&A Activity 2025

Dec 20, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company
   AIP Realty Trust (the “Trust” or “AIP”)
   Suite 2200, RBC Place
   885 West Georgia Street
   Vancouver, British Columbia
   V6C 3E8

2. Date of Material Change
   December 12, 2025

3. News Release
   On December 12, 2025, a news release in respect of the material change was disseminated through the facilities of GlobeNewswire and subsequently filed on SEDAR+.

4. Summary of Material Change
   On November 14, 2024, the Trust announced that it, through its subsidiary AIP OP, LP (“OP LP”), has entered into an amendment (the “Amending Agreement”) to the securities purchase agreement (the “Securities Purchase Agreement”) with 2024 ATIP, Inc. (“ATIP”) dated November 14, 2024 pursuant to which the Trust is to acquire (the “AllTrades Transaction”) all of the issued and outstanding membership interests (“Membership Interests”) of AllTrades Industrial Properties, LLC (“AllTrades”). OP LP is a Delaware limited partnership of which AIP Realty USA, Inc., a subsidiary of the Trust, serves as general partner.

5. Full Description of Material Change
   On November 14, 2024, the Trust announced that it, through its subsidiary OP, LP, has entered into an Amending Agreement to the Securities Purchase Agreement with ATIP dated November 14, 2024 pursuant to which the Trust is to acquire all of the issued and outstanding Membership Interests of AllTrades. OP LP is a Delaware limited partnership of which AIP Realty USA, Inc., a subsidiary of the Trust, serves as general partner.

Pursuant to the Securities Purchase Agreement, among other things, OP LP will acquire all of the Membership Interests for aggregate consideration of up to US$78,700,000 (the “Purchase Price”) payable, in part, in series B preferred partnership units of OP LP (the “OP Units”) which were to be issued at a price equivalent to the price per class A trust unit of the Trust (“Units”) to be issued under a concurrent offering originally contemplated by the Trust, which OP Units will be convertible into class A trust units of the Trust (“Units”) pursuant to the terms of an exchange agreement to be entered into on closing of the AllTrades Transaction.

Following the entering into of the Securities Purchase Agreement, the Trust has since elected not to pursue a concurrent offering in connection with the AllTrades Transaction and instead seek alternative means of financing. As a result, the parties to the Securities Purchase Agreement have entered into the Amending Agreement to amend the deemed issue price of the OP Units to be US$0.50 per OP Unit, among other things. Pursuant to the Amending Agreement, the Purchase Price is payable as follows:

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• On closing of the AllTrades Transaction:

• OP LP will pay cash consideration equal to the amount of indebtedness of AllTrades and any of its subsidiaries plus the transaction expenses (“Cash Consideration”) to be determined as at the closing date of the AllTrades Transaction; and

• OP LP will issue to ATIP an amount equal to 25% of the aggregate Purchase Price in OP Units to be issued at a price of US$0.50 per OP Unit;

• The remainder of the Purchase Price will be paid, if earned, on the first, second, third and fourth anniversaries of the closing date of the AllTrades Transaction by the issuance by OP LP to AllTrades of OP Units as of such anniversary dates, with such number of OP Units to be issued equal to the aggregate amount of Building Starts, being each building approval by the Board of the development of a new AllTrades-branded Service Industrial Business Suite building, and the receipt of equity financing necessary to build such building (each, a “Building Start”) between such anniversaries multiplied by approximately US$892,841 per Building Start (being the amount equal to 75% of the Purchase Price less the final Cash Consideration and other applicable deductions, divided by a maximum of 44 Building Starts), divided by the volume-weighted average price of the Units for the thirty (30) trading days immediately preceding such payment date.

The AllTrades Transaction remains subject to customary closing conditions including approval from the TSX Venture Exchange (the “TSXV”), approval of Trust unitholders (as further described below) and no material adverse effects, among others. The AllTrades Transaction is anticipated to constitute a “Reverse Takeover” as defined in the policies of the TSXV and, accordingly, further information regarding the AllTrades Transaction will be disclosed by the Trust in a comprehensive news release to be filed on the Trust’s SEDAR+ profile at www.sedarplus.com.

Related Party Disclosure

The Trust’s independent trustees have conducted a review and analysis of the AllTrades Transaction and the potential benefits to the Trust, and have approved proceeding with executing the Amending Agreement and the broader AllTrades Transaction, subject to receipt of necessary unitholder and TSXV approvals. The independent trustees have determined that the AllTrades Transaction offers greater value and liquidity than the Trust’s standalone alternatives and, after considering market conditions, detailed professional advice and associated risks, concluded that the benefits of the AllTrades Transaction outweigh the potential risks.

Leslie Wulf, Bruce Hall and Greg Vorwaller have recused and will continue to recuse themselves from all discussions or deliberation relating to the approval of the AllTrades Transaction. The independent trustees are responsible for supervising the process to be carried out by AIP and its professional advisors in connection with the AllTrades Transaction, making recommendations to the board of trustees of the Trust, with Leslie Wulf, Bruce Hall and Greg Vorwaller recusing, in respect of matters that it considered relevant with respect to the AllTrades Transaction, and ensuring that AIP performs its obligations as contemplated in connection with the AllTrades Transaction in compliance with the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), AIP’s declaration of trust and applicable policies of the TSXV.

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The independent trustees have determined that, for the purposes of MI 61-101, the AllTrades Transaction constitutes a “related party transaction”. Each of Leslie Wulf, Bruce Hall and Greg Vorwaller are trustees and officers of the Trust and collectively own or control, directly or indirectly, approximately 17.21% of the issued and outstanding Units (or 4.02% assuming conversion of all Preferred Units – Series B Convertible (“Preferred Units”)) of the Trust. With respect to the AllTrades Transaction, each of Messrs. Wulf, Hall and Vorwaller are also officers of AllTrades, directors and officers of ATIP, manager and sole owner of 100% of the Membership Interests, and collectively own, through their ownership in ATIP, 28.43% of AllTrades on a fully-diluted basis or 38.95% on a non-diluted basis.

At closing of the AllTrades Transaction, Messrs. Wulf, Hall and Vorwaller will, indirectly, through their ownership in ATIP, be receiving the benefit of the Cash Consideration and the OP Units. Following the completion of the AllTrades Transaction, it is anticipated that Messrs. Wulf, Hall and Vorwaller will collectively own or control, directly or indirectly, approximately 3.05% of the issued and outstanding Units (or 14.20% assuming conversion of all OP Units then issued) assuming closing of the second tranche of a private placement of Preferred Units as disclosed in the press release of the Trust dated October 29, 2025, a copy of which has been filed on the Trust’s SEDAR+ profile at www.sedarplus.com.

The Trust is eligible to rely on the exemption from obtaining a formal valuation in respect of the AllTrades Transaction in accordance with Section 5.5(b) of MI 61-101 as no securities of the Trust are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

The Trust will be seeking unitholder approval for a resolution in respect of the AllTrades Transaction (the “AllTrades Transaction Resolution”). The AllTrades Transaction Resolution requires the affirmative vote of not less than two-thirds (66⅔%) of the votes validly cast on the AllTrades Transaction Resolution by disinterested unitholders present in person or represented by proxy at the special meeting of the unitholders expected to be held in the coming months and will exclude any votes cast in respect of Units or Preferred Units required to be excluded pursuant to MI 61-101.

A copy of the Amending Agreement will be filed on the Trust’s SEDAR+ profile at www.sedarplus.com.

1. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

Leslie Wulf, Executive Chairman
(214) 679-5263
les.wulf@aiprealtytrust.com

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9. Date of Report

December 19, 2025

Cautionary Statement on Forward-Looking Information

This material change report contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIP Realty Trust with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding, the closing of the AllTrades Transaction, the aggregate consideration to be paid under the AllTrades Transaction, exchange of OP Units for Units, approval by unitholders of the AllTrades Transaction Resolution, the closing of the AllTrades Transaction, sourcing of additional means of financing by the Trust and other factors. When or if used in this material change report, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Trust’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Trust, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements. Such factors include, but are not limited to, the following: (i) AIP will receive financing on favourable terms; (ii) the future level of indebtedness of AIP and its future growth potential will remain consistent with AIP’s current expectations; (iii) there will be no changes to tax laws adversely affecting AIP’s financing capacity or operations; (iv) the impact of the current economic climate and the current global financial conditions on AIP’s operations, including its financing capacity and asset value, will remain consistent with AIP’s current expectations; (v) the performance of AIP’s investments in Texas will proceed on a basis consistent with AIP’s current expectations; and (vi) capital markets will provide AIP with readily available access to equity and/or debt. The Trust does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

The forward-looking statements contained in this material change report are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this material change report are made as of the date of this material change report. AIP does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this material change report.

This material change report is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Trust has not registered and will not register the securities under the U.S. Securities Act. The Trust does not intend to engage in a public offering of their securities in the United States.

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