NexTech3D.ai Corporation — Proxy Solicitation & Information Statement 2022

Apr 6, 2022

NOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

TO BE HELD ON MAY 11, 2022

Table of Contents 1
Notice of Annual and Special Meeting of Unitholders 1
Letter To Unitholders 1
Management Information Circular 1
Proxy Solicitation and Voting 1
Solicitation of Proxies 1
Notice and Access 1
Appointment of Proxies 2
Revocation of Proxies 2
Voting of Proxies 2
Quorum 3
Information for Beneficial Holders of Securities 3
Attending and Voting at the Virtual Meeting 4
Attendance 4
Registered Holders 4
Beneficial Holders 4
Voting Securities and Principal Holders Thereof 5
Units 5
Class B Units 5
Eligibility for Voting 5
Principal Unitholders 5
Voting Results 6
Matters to be Considered at the Meeting7
1. Financial Statements 7
2. Approval of Declaration of Trust Amendment and Board Size Resolution 7
3. Election of Trustees 7
4. Appointment of Auditors 22
Compensation 23
Compensation Governance23
Overview 23
Compensation Discussion and Analysis24
Compensation – Named Executive Officers30
Employment Agreements – Named Executive Officers 38
Performance Graph 41
Compensation – Trustees42

Securities Authorized for Issuance Under Equity Compensation Plans45
Statement of Governance Practices46
Governance Highlights 46
Composition of Board of Trustees and Independence47
Nomination of Trustees47
Term Limits and Retirement Age48
Board Assessments 48
Board Mandate 48
Position Descriptions 49
Orientation and Continuing Education49
Ethical Business Conduct50
Whistleblower Policy 50
Insider Trading Policy 51
Disclosure and Confidential Information Policy 51
Environmental and Social Responsibility Policy 51
Diversity 54
Conflicts of Interest 55
Board Committees 56
Succession Planning 58
Risk Oversight 59
Equity Incentive Plan 59
Material Features of the Equity Incentive Plan59
Trustees' and Officers' Insurance and Indemnification63
Indebtedness of Trustees and Officers63
Interests of Certain Persons or Companies in Matters to be Acted Upon 63
Interest of Informed Persons in Material Transactions63
Other Business 64
Additional Information 64
Non-IFRS Measures 64
FFO, AFFO and NOI 64
Other Real Estate Industry Metrics65
Approval of Trustees 66
SCHEDULE A : Declaration of Trust Amendment and Board Size Resolution A-1
SCHEDULE B : Charter of the Board of Trustees B-1

NOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders of units("Unitholders") of BSR Real Estate Investment Trust (the "REIT") will be held virtually via live audio webcast on Wednesday, May 11, 2022 at 2:00 p.m. (Toronto time), for the following purposes:

• 1. TO RECEIVE the financial statements of the REIT and the auditors' report thereon, for the year ended December 31, 2021;
• 1. TO CONSIDER, and if thought advisable, to pass a resolution to (i) confirm, ratify and approve an amendment approved by the board of trustees on March 8, 2022 to the second amended and restated declaration of trust of the REIT increasing the maximum number of trustees of the REIT from nine to ten, and (ii) approve the increase of the size of the board of trustees of the REIT from nine to ten, all as more particularly set forth in the accompanying management information circular;
• 1. TO ELECT members of the board of trustees of the REIT;
• 1. TO APPOINT auditors and to authorize the board of trustees of the REIT to fix their remuneration; and
• 1. TO TRANSACT such other business as may properly come before the Meeting or any adjournment thereof.

Unitholders of record at the close of business on Monday, March 14, 2022 (the "Record Date") will be entitled to vote at the Meeting.

The REIT is using "notice and access" delivery to furnish proxy materials to Unitholders via the Internet. Management of the REIT believes that this delivery process will expedite Unitholders' receipt of proxy materials and lower the costs and reduce the environmental impact of the Meeting. On or around April 6, 2022, the REIT will send to Unitholders of record as of the Record Date a notice and access notification (the "N&A Notice") containing instructions on how to access the REIT's proxy materials for the fiscal year ended December 31, 2021. The N&A Notice will also provide instructions on how to vote and how to receive a paper copy of the proxy materials by mail.

Consistent with prior years, out of caution with regards to the ongoing public health impact of the novel coronavirus COVID-19, and to mitigate risks to the health and safety of the REIT's communities, Unitholders, employees and other stakeholders, the Meeting will be in a virtual only format, which will be conducted via live audio webcast over the Internet. Unitholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

Unitholders who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the Internet by visiting www.virtualshareholdermeeting.com/BSR2022. Unitholders will be able to listen to the Meeting live, submit questions and submit their vote while the Meeting is being held.

Unitholders who are unable to attend the virtual Meeting are requested to sign, date and return the form of proxy or voting instruction form received in accordance with the instructions provided. The accompanying management information circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

DATED at Toronto, Ontario this 8th day of March, 2022.

BY ORDER OF THE BOARD OF TRUSTEES

"Neil J. Labatte"

Chair of the Board of Trustees BSR Real Estate Investment Trust

LETTER TO UNITHOLDERS

Dear Unitholder:

2021 was an outstanding year for BSR Real Estate Investment Trust (the "REIT"). We delivered robust financial performance driven primarily by increased revenues. We also further increased our ownership concentration in highquality newer properties in three booming Texas rental markets: Austin, Dallas and Houston. The growth in rental rates in these markets was exceptional during 2021. Accordingly, the REIT's weighted average monthly rent at yearend increased 22.1% year-over-year to \$1,328 per apartment unit.

We want to briefly recap a few of the key highlights from the 2021 financial results. The REIT reported same community revenue of \$49.0 million and same community Net Operating Income ("NOI") of \$26.6 million, representing increases of 7.1% and 9.9%, respectively, from 2020. Adjusted Funds from Operations ("AFFO") was \$30.1 million in 2021, representing a year-over-year increase of 18.5%. And Net Asset Value ("NAV") per unit was \$19.81 as of December 31, 2021, up 61.0% from \$12.30 at the end of 2020.

The REIT's financial results accelerated over the course of the year as we significantly expanded our exposure to our three core Texas markets, and rental rates in those markets continued to grow. The fourth quarter of 2021 was the REIT's strongest quarter to date by a wide margin. Same community revenue, same community NOI and AFFO increased by 10.6%, 19.3% and 48.5%, respectively, compared to the fourth quarter of 2020.

Due to the REIT's consistently strong operating performance and sustainable cash flow generation, our board of trustees recently approved a 4% increase in our monthly cash distributions, beginning with the February 2022 distribution.

The REIT's financial performance in 2021 reflected the continued success of our capital recycling program, in which we shifted capital out of smaller sunbelt markets and redeployed it into Austin, Dallas and Houston on a tax-deferred basis. We acquired eight properties during 2021, comprising 2,775 suites, for a cumulative purchase price of approximately \$645.2 million. We sold seven properties during the year, comprising 1,737 suites, for cumulative proceeds of approximately \$240.5 million.

Since the REIT's initial public offering ("IPO") in May 2018, we have acquired 22 properties in primary sunbelt markets for approximately \$1.3 billion, while selling 39 properties, mostly in secondary markets, for approximately \$760.5 million. These transactions have materially upgraded the REIT's portfolio. The portfolio's weighted average age has decreased from 29 years to 11 years. We now generate 89% of NOI from our core Texas markets, compared to 34% at the time of the IPO.

We believe the outlook for our business in 2022 and beyond remains highly positive. The economic fundamentals underlying the Austin, Dallas and Houston rental markets remain positive. Population and employment growth are well above the U.S. national average. Specifically, Austin and Dallas have led the sunbelt since May 2020 in percentage job recapture, post COVID-19. Given the continued positive operating outlook we see for our communities, we have provided strong financial guidance for 2022. We anticipate Funds From Operations ("FFO") per unit of \$0.86 to \$0.90, compared to \$0.60 in 2021, and AFFO per unit of \$0.80 to \$0.84, compared to \$0.59 in 2021. On a same community basis, we expect revenue growth of 8% to 10% in 2022, and NOI growth of 11% to 13%. Property operating expenses are expected to increase 4.5% to 6.5%, well below the projected growth in revenue.

The REIT ended 2021 with total liquidity of \$73.9 million, and a debt to gross book value of 45.0% (or 42.4% excluding the REIT's convertible debentures). We plan to continue pursuing attractive growth opportunities in our core markets on a disciplined basis, while maintaining a solid liquidity position and our conservative balance sheet.

We are pleased to invite you to the annual and special meeting (the "Meeting") of unitholders ("Unitholders") of the REIT to be held virtually via live audio webcast on Wednesday, May 11, 2022 at 2:00 p.m. (Toronto time). The virtual-only meeting format has been adopted for the third consecutive year in order to safeguard against the spread of COVID-19.

During the virtual Meeting, Daniel M. Oberste, the President, Chief Executive Officer & Chief Investment Officer of the REIT, will provide a presentation on behalf of management and there will be an opportunity to ask questions of management and the board of trustees of the REIT. We look forward to providing you with an update on the REIT's recent achievements at the Meeting, as well as our plans for the future. We encourage you to take time to review this document and vote your units, either by proxy or by attending the virtual Meeting.

On behalf of the board of trustees and the management team, we want to thank our Unitholders for continuing to support the REIT. We were pleased to generate strong investor returns in 2021, and we believe that we are well positioned to do so again in 2022. We would also like to thank the entire BSR team for their dedication and hard work, which has been pivotal to the REIT's success.

Sincerely,

"Neil J. Labatte" "Daniel M. Oberste"

Neil J. Labatte Daniel M. Oberste Chair of the Board President, Chief Executive Officer & Chief Investment Officer

BSR REAL ESTATE INVESTMENT TRUST

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise indicated herein, or the context otherwise requires, "REIT", "BSR", "we", and "our" refers to BSR Real Estate Investment Trust including its direct and indirect subsidiaries. Unless otherwise indicated herein, all dollar amounts are stated in U.S. dollars and references to dollars or "\$" are to U.S. currency and references to Canadian dollars or "C\$" are to Canadian currency. The board of trustees of the REIT is referred to herein as the "Board" or the "Trustees", and a "Trustee" means any one of them.

This management information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by or on behalf of management of the REIT, for use at the annual and special meeting (the "Meeting") of holders ("Unitholders") of units ("Units") of the REIT scheduled to be held on Wednesday, May 11, 2022 virtually via live audio webcast at 2:00 p.m. (Toronto time), and at all postponements or adjournments thereof, for the purposes set forth in the accompanying notice of the Meeting (the "Notice of Meeting"). Unitholders of record at the close of business on Monday, March 14, 2022 (the "Record Date") will be entitled to vote at the Meeting.

Consistent with prior years, out of caution with regards to the ongoing public health impact of the novel coronavirus COVID-19, and to mitigate risks to the health and safety of the REIT's communities, Unitholders, employees and other stakeholders, the Meeting will be in a virtual only format, which will be conducted via live audio webcast over the Internet. Unitholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. We look forward to providing you with an update on the REIT's recent achievements and our plans for the future. A summary of the information Unitholders will need to attend the Meeting online is provided below under "Attending and Voting at the Virtual Meeting".

Except as otherwise stated in this Information Circular, the information contained herein is given as of March 8, 2022.

PROXY SOLICITATION AND VOTING

Solicitation of Proxies

The REIT will use the "notice and access" delivery model ("Notice and Access") to conduct the solicitation of proxies in connection with this Information Circular. Proxies may also be solicited personally or by telephone by individual Trustees of the REIT or by officers and/or other employees of the REIT. The REIT will bear the cost in respect of the solicitation of proxies for the Meeting and will bear the legal, printing and other costs associated with the preparation of the Information Circular. The REIT will also pay the fees and costs of intermediaries for their services in transmitting proxy-related materials in accordance with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"). This cost is expected to be nominal.

Copies of the REIT's annual consolidated financial statements and annual information form ("AIF") for the fiscal year ended December 31, 2021 are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com.

Notice and Access

The REIT is using Notice and Access for both Registered Holders and Beneficial Holders (each as defined below), which allows the REIT to furnish proxy materials via the Internet to Unitholders instead of mailing paper copies of such materials. Using Notice and Access, the REIT can deliver proxy-related materials by (i) posting the Information Circular (and other proxy related materials) on a website other than SEDAR and (ii) sending a notice informing Unitholders that the Information Circular and proxy related materials have been posted and explaining how to access such materials (the "N&A Notice").

On or around April 6, 2022, the REIT will send to Unitholders of record as of the Record Date a notice package containing the N&A Notice and the relevant voting document (a form of proxy or voting instruction form, as applicable). The N&A Notice will contain basic information about the Meeting and the matters to be voted on, instructions on how to access the proxy materials in respect of the Meeting, an explanation of the Notice and Access process and details of how to obtain a paper copy of this Information Circular upon request at no cost.

Appointment of Proxies

Unitholders will receive a form of proxy ("Form of Proxy") or voting instruction form ("VIF") for use in connection with the Meeting. The persons named in such Form of Proxy and VIF are currently Trustees and/or officers of the REIT. A Unitholder who wishes to appoint some other person to represent him, her or it at the Meeting may do so by following the instructions on the Form of Proxy or VIF or on www.proxyvote.com. Such other person need not be a Unitholder of the REIT.

To be valid, proxies or instructions must be completed, signed, dated and returned in one of the manners indicated on the Form of Proxy or VIF, at any time up to and including 2:00 p.m. (Toronto time) on Monday, May 9, 2022, or if the meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding the time of such adjourned meeting.

The document appointing a proxy or providing instructions must be in writing and completed and signed by a Unitholder or their attorney authorized in writing or, if the Unitholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, or duly submitted on www.proxyvote.com. Persons signing as officers, attorneys, executors, administrators, and trustees or similarly otherwise should so indicate.

Revocation of Proxies

A proxy given by a Unitholder for use at the Meeting may be revoked at any time prior to its use. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Unitholder or by their attorney authorized in writing or, if the Unitholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited in one of the manners indicated on the Form of Proxy or VIF at any time up to and including two business days preceding the Meeting or any adjournment thereof at which the proxy is to be used, and upon such deposit, the proxy is revoked.

Only Registered Holders (as defined below) have the right to revoke a proxy. Beneficial Holders (as defined below) who wish to change their vote must make appropriate arrangements with their respective dealers or other intermediaries.

Voting of Proxies

The persons named in the Form of Proxy and VIF will vote, or withhold from voting, the Units in respect of which they are appointed, on any ballot that may be called for, in accordance with the instructions of the Unitholder as indicated on the Form of Proxy or VIF. In the absence of such specification, such Units will be voted at the Meeting as follows:

• FOR the election of those persons listed in this Information Circular as the proposed Trustees for the ensuing year;
• FOR the appointment of KPMG LLP, Chartered Accountants, as auditor of the REIT for the ensuing year, and the authorization of the Board to fix the auditor's remuneration; and

• FOR the approval of a resolution to (i) confirm, ratify and approve an amendment approved by the board of trustees on March 8, 2022 to the second amended and restated declaration of trust of the REIT increasing the maximum number of Trustees from nine to ten, and (ii) approve the increase of the size of the board of trustees of the REIT from nine to ten, all as more particularly set forth in this Information Circular.

For more information on these issues, please see the section entitled "Matters to be Considered at the Meeting" in this Information Circular.

The persons appointed under the Form of Proxy and VIF are conferred with discretionary authority with respect to amendments to or variations of matters identified in the Form of Proxy and VIF and the Notice of Meeting and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons designated in the Form of Proxy and VIF to vote in accordance with their best judgment on such matter or business. As at the date of this Information Circular, the Trustees know of no such amendments, variations or other matters.

Quorum

The quorum at the Meeting or any adjournment thereof shall be individuals deemed to be present at the virtual Meeting or represented by proxy, not being less than two in number and such persons holding or representing by proxy in aggregate not less than 25% of the total number of outstanding Units.

INFORMATION FOR BENEFICIAL HOLDERS OF SECURITIES

Information set forth in this section is very important to persons who hold Units otherwise than in their own names. A Unitholder who beneficially owns Units (a "Beneficial Holder") that are registered in the name of an intermediary (such as a securities broker, financial institution, trustee, custodian or other nominee who holds securities on behalf of the Beneficial Holder or in the name of a clearing agency in which the intermediary is a participant) should note that only proxies or instructions deposited by securityholders whose names are on the records of the REIT as the registered holders of Units ("Registered Holders") can be recognized and acted upon at the Meeting.

Units that are listed in an account statement provided to a Beneficial Holder by a broker are likely not registered in the Beneficial Holder's own name on the records of the REIT and such Units are more likely registered in the name of CDS Clearing and Depository Services Inc. ("CDS") or its nominee.

Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from Beneficial Holders in advance of securityholder meetings. Every broker or other intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Holders in order to ensure that their Units are voted at the Meeting. Often, the VIF supplied to a Beneficial Holder by its broker is identical to that provided to registered securityholders. However, its purpose is limited to instructing the registered securityholder how to vote on behalf of the Beneficial Holder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Holders and asks Beneficial Holders to return the forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of the securities to be represented at the Meeting. A Beneficial Holder receiving a Broadridge voting instruction form cannot use that voting instruction form to vote Units directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Units voted. Proxy-related materials will not be sent by the REIT directly to "nonobjecting beneficial owners" under NI 54-101. The REIT intends to pay for intermediaries to deliver proxy-related materials to "objecting beneficial owners" and Form 54-101F7 (the request for voting instructions), in accordance with NI 54-101.

Although Beneficial Holders may not be recognized directly at the Meeting for the purposes of voting Units registered in the name of CDS or their broker or other intermediary, a Beneficial Holder may attend the Meeting as proxy holder for the Registered Holder and vote their Units in that capacity. Beneficial Holders who wish to attend the Meeting and indirectly vote their own Units as proxy holder for the Registered Holder should enter their own names and provide a unique appointee identification number in the blank space on the VIF provided to them and return the same to their broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting. Appointees can only be validated at the virtual Meeting using the exact name and appointee identification number.

ATTENDING AND VOTING AT THE VIRTUAL MEETING

Attendance

The REIT is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Unitholders will not be able to attend the Meeting in person. Registered Holders and duly appointed proxyholders will be able to attend and vote at the Meeting. All Unitholders may submit questions online at the virtual Meeting via live webcast. Unitholders will also be able to vote prior to the Meeting by completing their Form of Proxy or VIF, as applicable.

The Meeting can be accessed as a Unitholder, appointee/proxyholder or a guest at the following URL: www.virtualshareholdermeeting.com/BSR2022

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow 15 minutes prior to the start of the Meeting to check in online and complete the related procedure. If you should have any technical difficulties in attending the Meeting, please call the technical support number that will be posted on the virtual Meeting log in page.

Registered Holders

Registered Holders can vote their Units online at the Meeting or by proxy. Unitholders can access the Meeting by visiting www.virtualshareholdermeeting.com/BSR2022. To participate in the Meeting, you will need the 16-digit control number included on your Form of Proxy. Units held in your name as the Unitholder of record may be voted electronically during the Meeting. However, even if you plan to attend the Meeting, the REIT recommends that you vote your Units in advance, so that your vote will be counted if you later decide not to attend the Meeting. Voting by proxy can be completed by way of telephone voting or via the Internet, or by returning the Form of Proxy. Sending in a Form of Proxy will not prevent a Registered Holder from voting online at the Meeting. Such registered Unitholder's vote will be taken and counted at the Meeting.

Beneficial Holders

Beneficial Holders can vote their Units online at the Meeting or by proxy. Beneficial Holders will receive from their intermediary a VIF for the number of Units beneficially owned. Unitholders can access the Meeting by visiting www.virtualshareholdermeeting.com/BSR2022. To participate in the Meeting, you will need the 16-digit control number included on your VIF. Units for which you are the beneficial owner but not the Unitholder of record also may be voted electronically during the Meeting, if you have appointed yourself as a proxyholder. However, even if you plan to attend the Meeting, the REIT recommends that you vote your Units in advance, so that your vote will be counted if you later decide not to attend the Meeting. Beneficial Holders should follow the instructions on the VIF they receive and contact their intermediaries promptly if they need assistance.

If a Beneficial Holder does not wish to attend and vote at the Meeting online (or have another person attend and vote on his or her behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Units

The REIT is authorized to issue an unlimited number of Units. The Units are listed and posted for trading on the Toronto Stock Exchange (the "TSX") in U.S. dollars under the symbol "HOM.U" and in Canadian dollars under the symbol "HOM.UN". No Unit has any preference or priority over another. Each Unit represents a Unitholder's proportionate undivided beneficial ownership interest in the REIT and confers the right to one vote at any meeting of Unitholders and to participate pro rata in any distributions by the REIT.

As of the date hereof, there are 31,283,095 Units outstanding.

Class B Units

BSR Trust, LLC, the operating subsidiary of the REIT, has class B units ("Class B Units") outstanding. Class B Units do not carry a voting right with respect to matters put before Unitholders of the REIT for a vote. However, the Class B Units are, in all material respects, economically equivalent to the Units on a per unit basis, subject to certain customary anti-dilution adjustments. The holders of Class B Units are entitled to receive distributions from BSR Trust, LLC on the same per unit basis as holders of Units. The holders of Class B Units are also entitled to receive copies of all proxy materials, information statements, reports and other written communications distributed to Unitholders.

After holding Class B Units for at least 12 months (subject to acceleration in certain circumstances), the holders of Class B Units, acting individually, have the right to cause BSR Trust, LLC to redeem all or a portion of such Class B Units for a cash payment of equivalent value or Units, as determined by BSR Trust, LLC and as directed by the REIT in their sole discretion. If BSR Trust, LLC elects to redeem Class B Units for Units, the REIT will generally deliver (indirectly) one Unit for each Class B Unit redeemed (subject to customary anti-dilution adjustments). In connection with the exercise of these redemption rights, a holder of Class B Units will be required to make certain representations, including that the delivery of Units upon redemption will not result in such holder owning Units in excess of the REIT's ownership limits.

As of the date hereof, there are 20,648,544 Class B Units outstanding.

Eligibility for Voting

At the Meeting, each Unitholder of record at the close of business on the Record Date, will be entitled to one vote for each Unit held on all matters proposed to come before the Meeting. Any Unitholder who was a Unitholder on the Record Date shall be entitled to receive notice of and vote at the Meeting or any adjournment thereof, even though he, she or it has since that date disposed of his, her or its Units, and no Unitholder becoming such after that date shall be entitled to receive notice of and vote at the Meeting or any adjournment thereof or to be treated as a Unitholder of record for purposes of such other action. Class B Units do not carry a voting right with respect to matters put before Unitholders of the REIT for a vote.

Principal Unitholders

Certain of the Unitholders and holders of Class B Units are members or affiliates of the Bailey family (the "Bailey Holders") or are members or affiliates of the Hughes family (the "Hughes Holders", and together with the Bailey Holders, the "Bailey/Hughes Holders"), who together founded BSR Trust, LLC prior to the formation of the REIT.

To the knowledge of the REIT and its executive officers, the only persons or companies that beneficially own, control or direct, directly or indirectly, voting securities of the REIT carrying 10% or more of the votes attached to any class of issued and outstanding Units of the REIT as of the date hereof, are:

Name and Municipality of Residence	Number of Units Owned, Controlled or Directed(1)	Percentage of Outstanding Units(2)	Number of Class B Units Owned, Controlled or Directed(1)	Percentage of Outstanding Units (determined as if holder's Class B Units are redeemed for Units)
John S. Bailey(2)	3,368,852	10.77%	6,453,968	23.90%
Investment funds managed by Vision Capital Corporation(3)	3,316,309	10.60%	0	9.58%

(1) The number of Units beneficially owned includes any Units over which the person has sole or shared voting power or investment power. No person has any right to acquire additional Units through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) over the Units set forth in the table.

(2) John S. Bailey serves as a trustee or manager for, and therefore has control or direction over, various entities which beneficially own Units and/or Class B Units. This includes 2,000,000 Units owned by COHOPE Trust, a trust established for the benefit of certain executive officers and employees of the REIT. While Mr. Oberste is the trustee of COHOPE Trust, an entity which Mr. Bailey controls maintains voting control over such Units.

(3) Vision Capital Corporation, on behalf of investment funds that it manages, acquired 1,080,000 Units at the time of the REIT's initial public offering in May of 2018. On September 17, 2019, the REIT completed a non-brokered private placement of 1,416,000 Units to Vision Capital Corporation on behalf of investment funds that it manages, at a price of \$10.60 per Unit. The investment funds that it manages have since acquired additional Units in the open market.

Management of the REIT understands that the Units registered in the name of CDS are beneficially owned through various dealers and other intermediaries on behalf of their clients and other parties. The names of the Beneficial Holders of such Units are not known to the REIT. Except as set out above, the REIT and its executive officers have no knowledge of any person or company that beneficially owns, or controls or directs, directly or indirectly, 10% or more of the outstanding Units of the REIT.

Voting Results

	Votes For	% Votes For	Votes Withheld	% Votes Withheld
Election of Trustees:
John S. Bailey	14,991,296	96.48%	546,242	3.52%
William A. Halter	15,517,603	99.87%	19,935	0.13%
Bryan H. Held	13,534,307	87.11%	2,003,231	12.89%
W. Daniel Hughes, Jr.	15,518,803	99.88%	18,735	0.12%
Neil J. Labatte	13,495,607	86.86%	2,041,931	13.14%
Graham D. Senst	12,101,866	77.89%	3,435,672	22.11%
Elizabeth A. Wademan	11,520,229	74.14%	4,017,309	25.86%
Appointment of Auditors:
KPMG LLP	13,543,467	79.82%	3,423,544	20.18%

Voting results of the Meeting will be filed on SEDAR at www.sedar.com following the Meeting. Voting results for each of the matters voted on at the REIT's last annual meeting of Unitholders held on May 12, 2021 are as follows:

MATTERS TO BE CONSIDERED AT THE MEETING

1. Financial Statements

The financial statements of the REIT for the year ended December 31, 2021 and the auditors' report thereon will be placed before the Unitholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements. If any Unitholder has questions regarding such financial statements, such questions may be brought forward at the Meeting.

2. Approval of Declaration of Trust Amendment and Board Size Resolution

On March 8, 2022, the Board approved (subject to Unitholder approval) an amendment (the "Amendment") to the second amended and restated declaration of trust of the REIT dated April 23, 2020 (the "Declaration of Trust") to increase the maximum size of the Board set forth in the Declaration of Trust from nine Trustees to ten Trustees. The Board recommends the Amendment for approval by Unitholders, on the recommendation of the compensation, governance, and nominating committee of the REIT (the "Compensation, Governance and Nominating Committee").

Accordingly, Unitholders are being asked to consider, and if thought advisable, to pass a resolution (the "Declaration of Trust Amendment and Board Size Resolution") to (i) confirm, ratify and approve the Amendment approved by the Board on March 8, 2022 to the Declaration of Trust increasing the maximum number of Trustees of the REIT from nine to ten, and (ii) approve the increase of the size of the Board from nine to ten Trustees. The Declaration of Trust is being amended to increase the maximum number of Trustees permitted on the Board from nine to ten in order to accommodate the proposed appointment of Jane Marshall as a new Trustee at the Meeting. The REIT believes Ms. Marshall will bring a diversified experience of seasoned real estate management and public company governance to the Board. No other amendments are being made to the Declaration of Trust. Pursuant to Section 14.2 of the Declaration of Trust, the approval of the Amendment to the Declaration of Trust is required by a majority of the votes cast at the Meeting. The Trustees unanimously approved the Amendment on March 8, 2022, subject to Unitholder approval.

The complete text of the Declaration of Trust Amendment and Board Size Resolution to be considered at the Meeting, including the amended words of the Declaration of Trust, is set out in Schedule A of this Information Circular. In order to be effective, the Declaration of Trust Amendment and Board Size Resolution must be approved by the affirmative vote of a majority of the Units voted at the Meeting. If the Declaration of Trust Amendment and Board Size Resolution is not approved by the affirmative vote of a majority of the Units voted at the Meeting, the Amendment to the Declaration of Trust increasing the maximum number of Trustees to ten will not be effective. In addition, only nine Trustees may be appointed to serve for the ensuing year, as duly elected by the Unitholders at the Meeting and Ms. Marshall's nomination will be withdrawn.

The persons named in the Form of Proxy and VIF, if not expressly directed to the contrary in such Form of Proxy or VIF, intend to vote such proxies FOR a resolution to approve the Declaration of Trust Amendment and Board Size Resolution.

3. Election of Trustees

The present term of office of each Trustee of the REIT will expire upon the election of Trustees at the Meeting. It is proposed that each of the persons whose name appears below be elected as a Trustee of the REIT to serve until the close of the next annual meeting of Unitholders or until his or her successor is elected.

On January 1, 2022, the Board approved an increase in the size of the Board, within the maximum permitted, from seven to nine Trustees to accommodate the appointments of Teresa Neto and Daniel Oberste to the Board.

On March 8, 2022, the Board approved (subject to Unitholder approval) the Amendment, which Amendment is being presented for confirmation, ratification and approval by Unitholders at the Meeting (see "Matters to be Considered at the Meeting – 2. Approval of Declaration of Trust Amendment and Board Size Resolution"). The Amendment to increase the maximum Board size is to accommodate the proposed election of Jane Marshall as a new Trustee, who the REIT believes will bring a diversified experience of seasoned real estate management and public company governance to the Board.

Advance Notice Policy

The REIT's Declaration of Trust contains an advance notice policy (the "Advance Notice Policy") which requires a nominating Unitholder to provide notice to the Trustees of proposed Trustee nominations not less than 30 days prior to the date of the applicable annual meeting (being not later than April 11, 2022 for purposes of the Meeting). This advanced notice period is intended to give the REIT and its Unitholders sufficient time to consider any proposed nominees. A copy of the Declaration of Trust, which sets out the Advance Notice Policy, is available on the SEDAR website at www.sedar.com.

Majority Voting Policy

The Board has adopted a majority voting policy (the "Majority Voting Policy") in Trustee elections that applies at any meeting of Unitholders where an uncontested election of Trustees is held, including at the Meeting. Pursuant to this policy, if the number of proxy votes withheld for a particular Trustee nominee is greater than the votes in favour of such nominee, the Trustee nominee shall immediately tender his or her resignation to the Chair of the Board following the Meeting. Following receipt of a resignation submitted pursuant to this policy, the Compensation, Governance and Nominating Committee shall consider whether or not to accept the offer of resignation and shall recommend to the Board whether or not to accept it. With the exception of exceptional circumstances that would warrant the continued service of the applicable Trustee on the Board, the Compensation, Governance and Nominating Committee shall accept and recommend acceptance of the resignation by the Board. Within 90 days following the Meeting, the Board shall make its decision, on the Compensation, Governance and Nominating Committee's recommendation. Following the Board's decision on the resignation, the Board shall promptly disclose, via press release (a copy of which shall be provided to the TSX), its decision as to whether or not to accept the Trustee's resignation offer, including the reasons for rejecting the resignation offer, if applicable. A Trustee who tenders his or her resignation pursuant to the Majority Voting Policy will not be permitted to participate in any meeting of the Board or the Compensation, Governance and Nominating Committee at which the resignation is considered. In the event of a "contested election", where the number of nominees for trustee exceeds the number of trustees to be elected, subject to applicable law, the voting method to be applied for purposes of electing trustees at the meeting will be determined by the chair of the meeting in his or her sole discretion.

Nominees

Pursuant to an investor rights agreement among the REIT and the Bailey/Hughes Holders dated May 18, 2018, as amended January 1, 2022 (the "Investor Rights Agreement"), the Bailey/Hughes Holders are granted the right to nominate three Trustees (such nominees are subject to election together with the remaining Trustees at annual meetings of Unitholders) subject to the Bailey/Hughes Holders owning, in the aggregate, 30% or more of the thenoutstanding Units, such number being reduced to two nominees if the Bailey/Hughes Holders own, in the aggregate, less than 30% but 20% or more of the then-outstanding Units, and further reduced to one nominee if the Bailey/Hughes Holders own, in the aggregate, less than 20% but 10% or more of the then-outstanding Units (in each case, determined as if all Class B Units are redeemed for Units). Upon the Bailey/Hughes Holders' aggregate ownership falling below 10%, the Bailey/Hughes Holders will not have any Board nomination rights. For so long as the Bailey/Hughes Holders have nomination rights under the Investor Rights Agreement, the Board of Trustees will be restricted from nominating more than ten Trustees (previously seven, prior to the amendment). For clarity, this restriction does not affect the ability of a Unitholder to nominate Trustees in accordance with the terms of the Declaration of Trust or applicable law. The Investor Rights Agreement is available on the SEDAR website at www.sedar.com.

As of the date hereof, the Bailey/Hughes Holders own, in the aggregate, 38.76% of the outstanding Units (determined as if all Class B Units are redeemed for Units) and are therefore entitled to nominate three Trustees at the Meeting. Currently, John S. Bailey, W. Daniel Hughes, Jr. and William A. Halter serve on the Board pursuant to the Bailey/Hughes Holders' nomination right, and each of the foregoing Trustees is nominated for re-election pursuant to the Bailey/Hughes Holders' nomination right at the Meeting.

The persons named in the Form of Proxy and VIF, if not expressly directed to the contrary in such Form of Proxy or VIF, intend to vote such proxies FOR the election, as Trustees, of the proposed nominees whose names are set out below.

It is not contemplated that any of the proposed nominees will be unable to serve as a Trustee but, if that should occur for any reason prior to the Meeting, the persons named in the Form of Proxy and VIF reserve the right to vote for another nominee at their discretion. Each nominee elected as a Trustee will hold office until the close of the next annual meeting of the Unitholders or until his or her successor is elected or appointed. The Declaration of Trust provides for the Board to consist of a minimum of one and a maximum of ten Trustees, subject to the approval of the Declaration of Trust Amendment and Board Size Resolution by Unitholders at the Meeting (see "Matters to be Considered at the Meeting – 2. Approval of Declaration of Trust Amendment and Board Size Resolution"). The Board currently has nine Trustees and it is proposed that ten Trustees be elected at the Meeting upon the approval of the increase in the size of the Board from nine to ten Trustees. If the Declaration of Trust Amendment and Board Size Resolution is not approved by the affirmative vote of a majority of the Units voted at the Meeting, the Amendment to the Declaration of Trust increasing the maximum number of Trustees to ten will not be effective. In addition, only nine Trustees may be appointed to serve for the ensuing year, as duly elected by the Unitholders at the Meeting and Ms. Marshall's nomination will be withdrawn.

Skills Matrix

The following chart illustrates the relevant skills possessed by each Trustee who is proposed for election at the Meeting:

	Accounting / Financial Literacy	Real Estate Finance / Investment	Real Estate Operations	Capital Markets	Other Public Board Experience	Business Leadership	Comp. / Human Resources	Corporate Governance	Risk Mgmt.
John S. Bailey
William A. Halter
Bryan H. Held
W. Daniel Hughes, Jr.
Neil J. Labatte
S. Jane Marshall
Teresa Neto
Daniel M. Oberste
Graham D. Senst
Elizabeth A. Wademan

About the Nominees

The following infographics depict information regarding Trustee independence and gender diversity, geographic mix and 2021 meeting attendance for the Board as a whole.

The following information sets forth the names of, and certain other biographical information for, the ten individuals proposed to be nominated for election as Trustees at the Meeting.

NEIL J. LABATTE					Principal Occupation
Age: 64 Location: Toronto, Ontario, Canada Trustee Since: April 2018 Status: INDEPENDENT		Mr. Labatte serves as a Trustee of the REIT and is Chair of the Board. Mr. Labatte currently serves on the boards of the REIT (where he serves as Chair), Skyline Investments Inc., Triovest Inc. (a private corporation), NexPoint Hospitality Trust and Jack Nathan Medical Corp. He was previously a director of Pomeroy Hotels (a private entity). He also previously served as a director for HealthLease Properties REIT, Alpha Peak and Holloway Lodging Corporation, all current or former TSX-listed entities. Mr. Labatte is the former President and Chief Executive Officer of the Legacy Hotels REIT. He became President in 1999 and Chief Executive Officer in 2003, holding both titles until the Legacy Hotels REIT was sold in September 2007. He also served as a trustee of the Legacy Hotels REIT from April 2003 until September 2007. Mr. Labatte joined Fairmont Hotels & Resorts in 1997 as Vice President Acquisitions, and from October 2001 to December 31, 2004 served as Senior Vice President, Real Estate and was a member of the organization's Executive Committee. Mr. Labatte possesses over 35 years of experience within the real estate sector. For four years prior to joining Fairmont Hotels & Resorts, Mr. Labatte was a founder, principal and board member of AEW Mexico Company, a Dallas, Texas private equity real estate investment management company formed with one of the largest institutional real estate private equity companies in the United States. For the 12 years prior to the formation of AEW Mexico Company, he was involved in the hotel and real estate sectors in the capacity of investment banker and consultant. Mr. Labatte received his B.Sc. and M.Sc. in Finance from the University of Utah. Mr. Labatte played professional hockey with the St. Louis Blues and Salt Lake Golden Eagles from 1977-1982. He was previously Co Chairman of the NHL Alumni Association.
					Other Public Board Memberships
			Skyline Investments Inc. (Tel Aviv Stock Exchange) NexPoint Hospitality Trust (TSX-V) Jack Nathan Medical Corp. (TSX-V)
		Board / Committee Memberships			Attendance at Regular Meetings			Overall Attendance
Board (Chair)					5/5
Investment Committee					7/7			100%
	Compensation, Governance and Nominating Committee				9/9
			Securities Beneficially Owned or Controlled	(as at March 8, 2022)
					Total Units and Deferred			Unit Ownership Requirement
Number	Units Market Value(1)	Number	Deferred Units Units Minimum Market Market Ownership Value(1) Value(1) Number Requirement			Complies with Minimum Ownership Requirement?(2)
51,450	\$982,695	54,511	\$1,041,160	105,961	\$2,023,855	5X Annual Cash Retainer (\$200,000)		Yes

⁽¹⁾ These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

JOHN S. BAILEY			Principal Occupation
Age: 64 Location: Little Rock, Arkansas, USA Trustee Since: April 2018 Status: NOT INDEPENDENT		Mr. Bailey serves as a Trustee of the REIT and is Executive Vice-Chair of the Board. He served as Chief Executive Officer of the REIT until January 1, 2022. Prior to joining the REIT, he was the Chief Executive Officer and Manager of Bailey Properties, LLC and its predecessor company since 1992, which combined with Summit Housing Partners in 2012 to form BSR Trust, LLC. Previously, Mr. Bailey worked and traded his own account at the Chicago Mercantile Exchange in the Eurodollar financial futures pit from 1980 to 1991. In 1991, Mr. Bailey transitioned to a career in the multifamily real estate industry when he began purchasing commercial and multifamily properties, including the historic Union Station in downtown Little Rock. In addition to the REIT, Mr. Bailey currently serves on the board of directors of Centennial Bank (Little Rock) and Envolve Communities, LLC. Mr. Bailey has a BSBA in Finance and Banking from the University of Arkansas, earned his CCIM designation in 1996 and is an Arkansas licensed real estate broker.
		Other Public Board Memberships
		N/A
		Board / Committee Memberships			Attendance at Regular Meetings			Overall Attendance
Board					5/5
Investment Committee					7/7			100%
				Securities Beneficially Owned or Controlled (as at March 8, 2022)
	Units and Class B Units	Deferred Units			Total Units, Class B Units and Deferred Units		Unit Ownership Requirement
Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement		Complies with Minimum Ownership Requirement?(2)
9,822,550(3)	\$187,670,705	–	–	9,822,550	\$187,670,705	5X Annual Cash Retainer (\$200,000)		Yes

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

(2) The REIT's Equity Ownership Policy provides that each Trustee has within the later of five years from the date of (i) the policy and (ii) becoming a Trustee to comply with the guidelines therein. The Equity Ownership Policy also provides that, for the purposes of the policy, the value of Units held is calculated using the higher of the cost base and current market price.

(3) John S. Bailey serves as a trustee or manager for, and therefore has control or direction over, various entities which beneficially own Units and Class B Units. Such Units and Class B Units have been included in the table.

WILLIAM A. HALTER			Principal Occupation
Age: 61 Location: Little Rock, Arkansas, USA Trustee Since: April 2018 Status: INDEPENDENT	Mr. Halter serves as a Trustee of the REIT. Lieutenant Governor William A. Halter currently serves as the Chief Executive Officer of Scenic Hill Solar, a developer, owner, and operator of solar power plants for commercial, industrial and municipal utility clients. Mr. Halter served as the Lieutenant Governor of Arkansas from January 2007 to January 2011. He was the chair of the Democratic Lieutenant Governors Association and also served as the chair of the Southern Region of the National Lieutenant Governors Association. Before his election as Lieutenant Governor, from 1999 to 2001, Mr. Halter served as Deputy Commissioner and later as Acting Commissioner of Social Security of the United States Social Security Administration. From 1993 to 1999, he served as a Senior Advisor in the Director's Office, Office of Management and Budget, Executive Office of the President of the United States. Mr. Halter also served as Economist for the Joint Economic Committee of Congress and as the Chief Economist of the U.S. Senate Committee on Finance. Before entering public service, he served as a Management Consultant with McKinsey & Company. He has served as a Director of five public companies including Akamai Technologies Inc., InterMune Inc., Threshold Pharmaceuticals Inc., webMethods Inc., and Xenogen Corporation, Mr. Halter has also served as a Director of five privately held companies. Mr. Halter serves a Trustee Emeritus of Stanford University and has served on several Advisory Councils of Stanford. Mr. Halter is a Rhodes Scholar and holds a Master of Philosophy in Economics from Oxford University and a BA in Economics and Political Science from Stanford University where he was a Truman Scholar. Other Public Board Memberships
	N/A
	Board / Committee Memberships		Attendance at Regular Meetings		Overall Attendance
Board			5/5		100%
	Securities Beneficially Owned or Controlled	(as at March 8, 2022)
Units and Class B Units	Deferred Units		Total Units, Class B Units and Deferred Units		Unit Ownership Requirement
					Complies with

Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement? (2)
153	\$2,922	30,162	\$576,094	30,315	\$579,017	5X Annual Cash Retainer (\$200,000)	Yes

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

BRYAN H. HELD			Principal Occupation
Age: 73 Location: Etobicoke, Ontario, Canada Trustee Since: April 2018 Status: INDEPENDENT		Mr. Held serves as a Trustee of the REIT and Chair of the Audit Committee. Mr. Held previously served as a director and audit committee member of The Second Cup Ltd. from 2012 to 2013. Prior to that, he served as trustee of Vicwest Income Fund from 2003 to 2009, chair of the audit committee from 2003 to 2005, Chairman of the Board from 2005 to 2009 and interim Chief Executive Officer from 2006 to 2007. Mr. Held served as a director and audit committee chair of Stephenson's Rental Services Income Fund from 2005 to 2007. Prior to this, Mr. Held was the President and Chief Executive Officer of SMK Speedy International Inc., retiring when ownership changed in 2004. He then served as chair of the audit committee for Speedy from 2004 to 2005. He also served on the audit committee of John Forsythe Shirt Company. Since 1986 and prior to joining Speedy, Mr. Held held senior management positions in various public companies in the aerospace, manufacturing and retail industries, participating in several restructurings. Mr. Held is a Chartered Professional Accountant (FCPA, FCA) and was a partner of Arthur Andersen & Co., where he served clients in many diverse industries from 1969 to 1986. From 2014 to 2016, he served as chair of the Ontario chapter of the Institute of Corporate Directors and has the ICD.D designation. Mr. Held has a B. Comm. from the University of Witwatersrand. Mr. Held has served on various private company and not for profit boards and is a past chair of The William Osler Health Centre. Other Public Board Memberships
		N/A
	Board / Committee Memberships					Attendance at Regular Meetings	Overall Attendance
Board						5/5
Audit Committee (Chair)					4/4			100%
	Compensation, Governance and Nominating Committee					9/9
				(as at March 8, 2022)	Securities Beneficially Owned or Controlled
	Units	Deferred Units			Total Units and Deferred Units		Unit Ownership Requirement	Convertible Debentures (5.00%)
Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement? (2)	Value
6,000	\$114,600	34,512	\$659,179	40,512	\$773,779	5X Annual Cash Retainer (\$200,000)	Yes	\$125,000 (\$14.40 per Unit conversion price)

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

W. DANIEL HUGHES, JR.					Principal Occupation
Age: 57 Location: Montgomery, Alabama, USA Trustee Since: April 2018 Status: NOT INDEPENDENT		Mr. Hughes serves as a Trustee of the REIT. Mr. Hughes has served as the Chairman of Envolve Communities, LLC (formerly known as LEDIC Realty Company, LLC), a manager, owner and developer of multifamily properties across the United States, since 2014, and since July 2019, has served as Chairman and CEO. He was the founder of Summit Housing Partners, LLC, the predecessor to BSR Trust, LLC, and served as the Chief Executive Officer of BSR Trust, LLC. Prior to founding Summit in 1996, Mr. Hughes was an investment banker with a focus on housing and economic development. He is a trustee of the approximately \$3.5 billion Alabama Heritage Fund. Mr. Hughes also serves on the State's College Counts Board of Directors, which oversees Alabama' 529 College Savings Plan, and previously served as Executive Committee Member and Treasurer of State of Alabama Archives and Historical Foundation. He is also a past member of the Board of Directors of the Montgomery Area Chamber of Commerce and was Chairman in 2009. He is a prior Trustee and Executive Committee Member for the Alabama Real Estate Research and Education Center. Mr. Hughes has a BA, an MBA and is a graduate of the Southwestern Graduate School of Banking.
		Other Public Board Memberships
		N/A
			Board / Committee Memberships			Attendance at Regular Meetings		Overall Attendance
Board					5/5			100%
				Securities Beneficially Owned or Controlled (as at March 8, 2022)
Units and Class B Units			Deferred Units		Total Units, Class B Units and Deferred Units	Unit Ownership Requirement
Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement		Complies with Minimum Ownership Requirement?(2)
3,288,926	\$62,818,487	30,344	\$579,570	3,319,270	\$63,398,057	5X Annual Cash Retainer (\$200,000)		Yes

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

S. JANE MARSHALL					Principal Occupation
Age: 65 Location: Toronto, Ontario, Canada Trustee Since: N/A Status: INDEPENDENT		Ms. Marshall is being nominated to serve as a Trustee of the REIT. Jane Marshall has more than 30 years of experience in real estate management, particularly with food and retail companies. Ms. Marshall has been a Trustee of Riocan REIT since 2015 and Chair of the Investment Committee since 2017. In 2019, she was appointed to the board of Plaza Retail REIT. Ms. Marshall spent the majority of her career in various senior leadership roles at Loblaw Companies Ltd./Weston Foods including Chief Operating Officer of Choice Properties REIT and Executive Vice President of Loblaw Properties and Business Strategy. At Loblaw, Ms. Marshall was responsible for the acquisition, development, construction and management of its portfolio of more than 65 million square feet of owned retail, warehouse and office space as well as its leased locations. She also initiated/led several strategic initiatives including the redevelopment of Maple Leaf Gardens, the acquisition of T&T Supermarkets and the IPO of Choice Properties REIT. Most recently, Ms. Marshall was the CEO of GoodLeaf Farms, where she led the development of the company's first automated vertical farm, and the sale of a minority interest to a multinational food company in 2019. Ms. Marshall holds the ICD.D designation of the Institute of Corporate Directors.
					Other Public Board Memberships
		RioCan Real Estate Investment Trust (TSX)
		Plaza REIT (TSX)
		Board / Committee Memberships			Attendance at Regular Meetings		Overall Attendance
Board					N/A		N/A
				Securities Beneficially Owned or Controlled (as at March 8, 2022)
Units			Deferred Units		Total Units and Deferred Units		Unit Ownership Requirement
Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement?(2)
4,500	\$85,950	0	\$0	4,500	\$85,950	5X Annual Cash Retainer (\$200,000)	No

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

- 18 -

TERESA NETO					Principal Occupation
Age: 56 Canada Trustee Since: January 1, 2022 Status: INDEPENDENT	Location: Toronto, Ontario,	Ms. Neto serves as a Trustee of the REIT. She is currently the Chief Financial Officer of Granite REIT, appointed in July 2019. Previously, since 2010, Ms. Neto has held CFO positions at five publicly-traded real estate investment trusts in Canada, most recently with Pure Industrial Real Estate Trust from 2016-2019 and prior to that at Northwest Healthcare Properties REIT from 2013-2016. As a CFO, Ms. Neto has overseen three M&A transactions and raised billions of dollars of capital in debt and equity markets. Ms. Neto has over 35 years of varied business experience with a focus on corporate finance, financial planning, accounting & reporting, tax and treasury. Ms. Neto has spent the last 16 years in the real estate industry. Previous to that, Ms. Neto held various progressive positions in the telecommunications and consumer packaged goods sectors and commenced her career at Touche Ross, a predecessor entity of Deloitte. Ms. Neto holds a Chartered Professional Accountant, CPA, CA designation and has a B.A. from Laurentian University. Ms. Neto is a member of the Institute of Corporate Directors and holds the ICD.D designation.
		Other Public Board Memberships
		N/A
	Attendance at Overall Board / Committee Memberships Regular Meetings Attendance
Board					N/A		N/A
Audit Committee					N/A
	Securities Beneficially Owned or Controlled (as at March 8, 2022)
	Units and Class B Units	Deferred Units			Total Units, Class B Units and Deferred Units		Unit Ownership Requirement
Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement?(2)
0	\$0	0	\$0	0	\$0	5X Annual Cash Retainer (\$200,000)	No

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

DANIEL M. OBERSTE		Principal Occupation
Age: 40 Location: Little Rock, Arkansas, USA Trustee Since: January 1, 2022 Status: NOT INDEPENDENT		Mr. Oberste serves as a Trustee of the REIT. He is also the President, Chief Executive Officer & Chief Investment Officer, promoted from President & Chief Investment Officer on January 1, 2022. Mr. Oberste served as Chief Investment Officer of BSR Trust, LLC since 2012. Prior to this, Mr. Oberste was BSR Trust, LLC's Executive Vice President – Investments, General Counsel and Corporate Secretary. Before joining BSR Trust, LLC in 2012, Mr. Oberste served as the Vice President of Investments for Bailey Properties, LLC from 2009, gaining extensive experience in sourcing, underwriting, and administering the multifamily and commercial investment, acquisition, and disposition process. Prior to joining Bailey Properties, LLC, Mr. Oberste worked as an attorney with the Corporate Practice Group at Kutak Rock LLP. Mr. Oberste earned his undergraduate degree from the Sam M. Walton College of Business at the University of Arkansas and his Juris Doctorate from the Leflar School of Law at the University of Arkansas. Mr. Oberste has recently served as chair of the University of Arkansas at Pulaski Technical College Foundation. In 2013, Oberste joined the board of Good Shepherd Ecumenical Retirement Center, an affordable senior living non-profit organization, and currently serves as its Chairman.
		Other Public Board Memberships
		N/A
		Board / Committee Memberships			Attendance at Regular Meetings		Overall Attendance
Board					N/A(1)		N/A
	Securities Beneficially Owned or Controlled (as at March 8, 2022)
Units and Class B Units			Restricted Units and Performance Units		Total Units, Class B Units, Restricted Units and Performance Units		Unit Ownership Requirement
Number	Market Value(2)	Number	Market Value(2)	Number	Market Value(2)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement?(3)
314,391	\$6,004,868	67,830	\$1,295,553	382,221	\$7,300,421	5X Annual Base Salary (\$2,500,000)	Yes

(1) While Mr. Oberste attended all Board meetings in Fiscal 2021 in a management capacity, he was not appointed as a Trustee until January 1, 2022.

(2) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

(3) The REIT's Equity Ownership Policy provides that for the Chief Executive Officer of the REIT, the ownership guideline is five times annual base salary. The Equity Ownership Policy also provides that, for the purposes of the policy, the value of Units held is calculated using the higher of the cost base and current market price.

GRAHAM D. SENST		Principal Occupation
Age: 73 Location: Toronto, Ontario, Canada Trustee Since: January 2018 Status: INDEPENDENT	Mr. Senst serves as a Trustee of the REIT and Chair of the Investment Committee of the REIT. He is currently a trustee of NexPoint Hospitality Trust and a member of its Compensation, Governance and Nominating Committee. Mr. Senst served as President of the Institute of Canadian Real Estate Investment Managers until its sale in August 2012. Prior to this role, Mr. Senst served as Managing Director of KingSett Capital Real Estate Income Fund and as an Executive Vice President of Bentall Capital and Penreal Capital Management. Mr. Senst also served as an Executive Vice President of Bentall Investment Management. Prior to joining Bentall in April 2003, Mr. Senst served as Vice President of Real Estate for the OMERS Administration Corp. (also known as Ontario Municipal Employees Retirement System). Mr. Senst has many years of senior real estate investment experience as a Vice President with a major Ontario pension fund and other Canadian financial institutions. Prior to joining OMERS, Mr. Senst served as Vice President of Real Estate at a Subsidiary of Mackenzie Financial Corporation, where he developed debt and equity investment products for various Mackenzie funds. Mr. Senst served as the Vice President of Corporate Real Estate at both Canada Trust and Truscan Realty. He served as a member of the Advisory Board at KingSett Capital Income Fund, Morgan Stanley Real Estate Fund IV and Soros Real Estate Investors, C.V. and as a trustee of Residential Equities Real Estate Investment Trust (ResREIT). He also served as a director of Oxford Properties Group, Inc. Mr. Senst served as a trustee of Milestone Apartments Real Estate Investment Trust (including as the chair of the Investment Committee) and Partners REIT (including as the chair of the Audit Committee). Mr. Senst holds an Honours of Business Administration and a Masters of Business Administration from the Ivey School of Business at the University of Western Ontario in London, Ontario and is a 2011 graduate of the Institute of Corporate Directors. NexPoint Hospitality Trust (TSX-V)	Other Public Board Memberships
	Board / Committee Memberships	Attendance at Regular Meetings	Overall Attendance
Board		5/5
Investment Committee (Chair)		7/7	100%

Audit Committee						4/4
Securities Beneficially Owned or Controlled (as at March 8, 2022)
Units			Deferred Units		Total Units and Deferred Units		Unit Ownership Requirement	Convertible Debentures (5.00%)
Number	Market Value(1)	Number	Market Value(1)	Value	Market Value(1)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement?(2)	Value
76,000	\$1,451,600	39,949	\$763,026	115,949	\$2,214,626	5X Annual Cash Retainer (\$200,000)	Yes	\$100,000 (\$14.40 per Unit conversion price)

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

ELIZABETH A. WADEMAN					Principal Occupation
Age: 46 Canada Trustee Since: April 2018 Status: INDEPENDENT	Location: Toronto, Ontario,	Ms. Wademan serves as a Trustee of the REIT and is Chair of the Compensation, Governance and Nominating Committee. Ms. Wademan is a senior executive with over 24 years of financial services experience as a capital markets professional. Most recently, she spent 18 years in investment banking at BMO Capital Markets, where she was a Managing Director in Equity Capital Markets before retiring in 2016. Ms. Wademan has extensive experience in capital markets advisory and investment banking in domestic and international markets. She is currently an independent corporate director serving on the board of publicly listed Torex Gold Resources Inc., where she is chair of the Compensation Committee and a member of the Audit Committee. Ms. Wademan previously served as a board member of SSR Mining Inc. until 2021. Ms. Wademan also sits on the board of St Joseph's Health Centre Foundation. She obtained her Bachelor of Commerce (Finance and International Business) from McGill University, is a CFA charterholder and is a holder of the ICD.D designation of the Institute of Corporate Directors Director.
	Other Public Board Memberships
	Torex Gold Resources Inc. (TSX)
	Attendance at Overall Board / Committee Memberships Regular Meetings Attendance
Board					5/5
	Compensation, Governance and Nominating Committee (Chair)				9/9	100%
Audit Committee					4/4
	Securities Beneficially Owned or Controlled (as at March 8, 2022)
					Total Units and Deferred
	Units	Deferred Units Units Unit Ownership Requirement
Number	Market Value(1)	Number	Market Value(1)	Number	Market Value(1)	Minimum Ownership Requirement		Complies with Minimum Ownership Requirement?(2)
2,300	\$43,930	39,150	\$747,765	41,450	\$791,695	5X Annual Cash Retainer (\$200,000)		Yes

(1) These amounts were determined by multiplying the number of Units or Deferred Units (as applicable) by the closing price of the Units on March 8, 2022, being \$19.10 per Unit.

Other than as set forth below, during the past 10 years, no nominee proposed for election has been a director, chief executive officer or chief financial officer of any company that:

• (i) was subject to a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days while the nominee was acting in such capacity; or
• (ii) was subject to a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days that was issued after the nominee ceased to act in such capacity and which resulted from an event that occurred while the nominee was acting in such capacity.

During the past 10 years, no nominee proposed for election has been a director or executive officer of any company that, while the nominee was acting in such capacity, or within a year of the nominee ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Labatte, during the period outlined below, was a director and/or officer of Talon International Inc. and several affiliated entities, including Talon International Development Inc., TFB Inc., 2263847 Ontario Limited and 2270039 Ontario Limited. On November 1, 2016, such corporations became parties to a receivership order from the Ontario Superior Court of Justice (Commercial List) appointing a court-appointed receiver of certain assets of such entities used in relation to the Trump International Hotel & Tower in Toronto, Ontario. The sale of such assets to various third parties was facilitated through the receivership process.

Personal Bankruptcies

No nominee proposed for election has, within the 10 years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.

Penalties or Sanctions

No nominee proposed for election has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

4. Appointment of Auditors

The audit committee of the REIT (the "Audit Committee") recommends to the Unitholders that KPMG LLP ("KPMG") be appointed as the independent auditor of the REIT, to hold office until the close of the next annual meeting of the Unitholders or until its successor is appointed, and that the Trustees be authorized to fix the remuneration of the auditors.

KPMG has been the auditor of the REIT since its inception on January 9, 2018. The persons named in the Form of Proxy and VIF, if not expressly directed to the contrary in such Form of Proxy or VIF, intend to vote such proxies FOR a resolution to appoint KPMG as auditors of the REIT and to authorize the Trustees to fix KPMG's remuneration.

Audit Committee Information

Reference is made to the REIT's current AIF for information relating to the Audit Committee, as required under Form 52-110F1 – Audit Committee Information Required in an AIF. The AIF is available on the SEDAR website at www.sedar.com. Upon request, the REIT will promptly provide a copy of the AIF free of charge to a securityholder of the REIT.

COMPENSATION

Compensation Governance

Compensation, Governance and Nominating Committee

The Compensation, Governance and Nominating Committee is comprised of three Trustees, all of whom have been determined by the Board to be independent Trustees and all of whom are residents of Canada. The Compensation, Governance and Nominating Committee is charged with reviewing, overseeing and evaluating the compensation, corporate governance and nominating policies of the REIT. The Compensation, Governance and Nominating Committee is currently comprised of Elizabeth A. Wademan (Chair), Bryan H. Held and Neil J. Labatte.

The Board has adopted a written charter for the Compensation, Governance and Nominating Committee setting out its responsibilities for: (i) assessing the effectiveness of the Board, each of its committees and individual Trustees; (ii) overseeing the recruitment and selection of candidates as Trustees of the REIT, other than the candidates nominated by the Bailey/Hughes Holders; (iii) organizing an orientation and education program for new Trustees; (iv) considering and approving proposals by the Trustees to engage outside advisors on behalf of the Board as a whole or on behalf of the independent Trustees; (v) reviewing and making recommendations to the Board concerning any change in the number of Trustees composing the Board; (vi) considering questions of management succession; (vii) administering securities based compensation plans of the REIT including the Equity Incentive Plan (as defined below), any purchase plan of the REIT, and any other compensation incentive programs; (viii) assessing the performance of management of the REIT; (ix) reviewing and approving the compensation paid by the REIT, if any, to the officers of the REIT; and (x) reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to Trustees and officers of the REIT.

The Board believes that the members of the Compensation, Governance and Nominating Committee individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation matters and general business leadership, to fulfill the committee's mandate. All members of the Compensation, Governance and Nominating Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and on the boards of other publicly traded entities. For additional details regarding the relevant education and experience of each member of the Compensation, Governance and Nominating Committee, see "Matters to be Considered at the Meeting – 3. Election of Trustees – Nominees".

Overview

The compensation discussion and analysis below sets out the REIT's philosophy for compensating its executive officers and Trustees, and explains how its policies and practices implement that philosophy.

The Compensation, Governance and Nominating Committee oversees compensation programs and related governance matters. The Chief Executive Officer (now President, Chief Executive Officer & Chief Investment Officer) providesinformation to be used by the Compensation, Governance and Nominating Committee in its determinations and reports on historical compensation levels, methods of compensation, and achieved performance relative to organizational and individual objectives.

The REIT is internally managed by a senior team of five seasoned professionals who collectively have over 100 years of combined real estate experience. The following discussion describes the significant elements of the REIT's

executive compensation program, with particular emphasis on the process for determining compensation payable to the Chief Executive Officer and the Chief Financial Officer, as well as to the President and Chief Investment Officer (now President, Chief Executive Officer & Chief Investment Officer), Co-President and Chief Operating Officer, and Chief Administrative Officer, being the next three most highly compensated executive officers, each of whom is employed directly by BSR Management, LLC, a subsidiary of the REIT. The Chief Executive Officer, Chief Financial Officer, President and Chief Investment Officer (now President, Chief Executive Officer & Chief Investment Officer), Co-President and Chief Operating Officer and Chief Administrative Officer are referred to herein as the "named executive officers" in accordance with applicable Canadian securities laws.

Compensation Discussion and Analysis

Compensation Objectives

The REIT's compensation program is designed to be (i) aligned with both the REIT's performance and the individual performance of the named executive officers, (ii) attractive to the named executive officers, (iii) affordable to the REIT, and (iv) fair to Unitholders. The primary objective of the REIT's compensation program is to maximize the REIT's competitive advantage, performance and Unitholder value by attracting, motivating and retaining its most qualified employees. The REIT also strives to ensure a strong link between compensation and performance in order to align the senior management team's interests with the interests of Unitholders. The compensation program is designed to reward meaningful results that support the REIT's strategic goals and Unitholder interests as well as the accomplishments of individual executives.

The REIT's policy is to provide target total compensation that is generally competitive with the median of a group of size and industry relevant companies when performance expectations are met. The compensation program is structured to provide compensation that is above the market median when results exceed the REIT's business objectives and below the market median when results are not met. In this manner, the financial interest of the executive officers is aligned with the financial interest of Unitholders. See below under "Peer Benchmarking Groups".

In determining total compensation for the REIT's executive officers, the Compensation, Governance and Nominating Committee and the Board consider a number of key factors, including (i) relative total Unitholder return ("TUR"), (ii) acquisitions, financings and refinancings and (iii) financial performance of the REIT. The Compensation, Governance and Nominating Committee and the Board also assess the individual performance of each executive including a consideration of leadership, team development, asset management, investment and financing strategy development and execution, public company governance, and execution of specific objectives.

Principal Elements of Compensation

The following discussion supplements the more detailed information concerning executive compensation provided below under "Compensation in Fiscal 2021" and "Summary Compensation Table – Named Executive Officers". For the purposes of this Information Circular, "Fiscal 2019" is defined as the period from January 1, 2019 to December 31, 2019, "Fiscal 2020" is defined as the period from January 1, 2020 to December 31, 2020 and "Fiscal 2021" is defined asthe period from January 1, 2021 to December 31, 2021. The compensation of the named executive officers includes three principal elements: (i) base salary; (ii) annual cash incentives; and (iii) long-term incentives, which consist of Restricted Units, Performance Units, Deferred Units, Options or other equity-based incentive compensation awards granted under the Equity Incentive Plan, each as described in further detail below.

Compensation Element	How it is Paid	Purpose and What it is Designed to Reward	Key Features
Base Salary	Cash	 Provides appropriate fixed compensation to assist in retention and recruitment  Rewards skills, knowledge and experience	 Determined on an individual basis  Factors considered include past, current and potential contribution to the REIT's success, position and responsibilities and competitive industry pay practices for other real estate investment trusts and companies of comparable size
Annual Incentives	Cash	 Motivates executives to achieve strategic business and financial objectives of the REIT  Rewards financial and strategic achievements of the REIT as well as individual contribution to the REIT's performance	 Awarded based on qualitative and quantitative performance standards  Determined by the Compensation, Governance and Nominating Committee within the contractually established range, based on enterprise level performance of the REIT and specific individual contributions relative to financial and operational performance objectives  Recommended for approval annually by the Compensation, Governance and Nominating Committee and the Board  The Chief Executive Officer (now President, Chief Executive Officer & Chief Investment Officer) recommends, and the Compensation, Governance and Nominating Committee approves, pre determined goals and objectives including a target for the REIT and tailored individual performance objectives for each employee  Awards subject to Clawback Policy (as defined below)
Long-Term Incentives	Restricted Units, Performance Units, Deferred Units, Options, and other awards denominated or payable in Units	 Provides management with a strong link to long term performance and the creation of Unitholder value  Retention of successful executives  Aligns interests of executives closely with interests of Unitholders	 The Board, acting on the recommendation of the Compensation, Governance and Nominating Committee, designates individuals eligible to receive grants of equity-based incentive awards  Factors considered include individual's position, scope of responsibility, contributions to the REIT's success, ability to affect profits, historic and recent performance, tenure and any previous grants, and the value of the awards in relation to other elements of the named executive officer's total compensation in respect of any grants  Awards subject to Clawback Policy

Peer Benchmarking Groups

The REIT has identified and established, upon the advice of an independent compensation consultant, a peer group of companies for the purpose of benchmarking executive and Trustee compensation (the "Compensation Peer Group") as well as a peer group of companies for the purposes of benchmarking the performance of the REIT (the "Performance Peer Group").

Compensation Peer Group

The companies currently within the Compensation Peer Group exhibit similar characteristics to the REIT, are publicly listed, are headquartered in the United States or Canada, are internally managed, and have a focus on residential properties, where possible. They are generally one-half to two times the REIT's size in terms of assets and revenue, with the REIT positioned at approximately the median of the Compensation Peer Group in terms of assets, revenue and market capitalization. The Compensation Peer Group is comprised of the following 15 comparable companies and real estate investment trusts.

Compensation Peer Group
Bluerock Residential Growth REIT, Inc.	Cedar Realty Trust, Inc.
Centerspace	Community Healthcare Trust Incorporated
Core Point Lodging Inc.	Essential Properties Realty Trust, Inc.
Independence Realty Trust, Inc.	InterRent REIT
Invesque Inc.	Mainstreet Equity Corp.
One Liberty Properties, Inc.	Plymouth Industrial REIT
Sotherly Hotels Inc.	UMH Properties, Inc.
Wheeler REIT

Performance Peer Group

The companies currently within the Performance Peer Group also exhibit similar characteristics to the REIT, are publicly listed, are headquartered in the United States or Canada, and have a focus on residential properties, where possible. The Performance Peer Group is comprised of the following 29 comparable companies and real estate investment trusts.

Performance Peer Group
American Campus Communities, Inc.	American Homes 4 Rent
Apartment Income REIT Corp.	Apartment Investment and Management Company
AvalonBay Communities, Inc.	Bluerock Residential Growth REIT, Inc.
Boardwalk Real Estate Investment Trust	BRT Apartments Corp.
Camden Property Trust	Canadian Apartment Properties Real Estate Investment Trust
Centerspace	Clipper Realty Inc.
Equity LifeStyle Properties, Inc.	Equity Residential
Essex Property Trust, Inc.	European Residential Real Estate Investment Trust
Flagship Communities Real Estate Investment Trust	Independence Realty Trust, Inc.
InterRent Real Estate Investment Trust	Invitation Homes Inc.

Killam Apartment Real Estate Investment Trust	Mid-America Apartment Communities, Inc.
Minto Apartment Real Estate Investment Trust	Morguard North America Residential Real Estate Investment Trust
NexPoint Residential Trust, Inc.	Preferred Apartment Communities, Inc.
Sun Communities, Inc.	UDR, Inc.
UMH Properties, Inc.

Compensation Risk

The Compensation, Governance and Nominating Committee considers the implications of the risks associated with the REIT's compensation policies and practices as part of its responsibility to ensure that the compensation for the Trustees and the named executive officers of the REIT align their interests with Unitholders and the REIT as a whole. The REIT has certain policies and procedures in place to mitigate any risk associated with its compensation program, including the following:

• The REIT's insider trading policy (the "Insider Trading Policy") prohibits all officers and Trustees of the REIT from selling "short" or selling "call options" on any of the REIT's securities and from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted to such executive officers and Trustees as compensation or held directly or indirectly by such person.
• The REIT's compensation clawback policy (the "Clawback Policy") allows the REIT to recoup incentive compensation paid under certain circumstances.
• A substantial portion of executive pay is delivered through long-term incentives, which focus executives on sustained, long-term Unitholder value creation. Long-term incentives are awarded annually, with overlapping vesting periods, ensuring that executives remain exposed to the longer-term risks of their decision making through unvested equity incentives.
• Certain long-term incentive awards are based on objective performance measures (including absolute and relative) to further enhance the alignment between pay and performance relative to the REIT's comparable peers.
• The Compensation, Governance and Nominating Committee has discretion over the incentive awards granted to the executive team, thereby providing oversight of the total value awarded. In addition, the Board evaluates and approves the compensation packages for each of the REIT's named executive officers that are recommended by the Compensation, Governance and Nominating Committee each year, which provides a further level of oversight.
• The REIT has engaged compensation consultants to advise on various compensation matters, including any risks inherent in the design and structure of the REIT's compensation program.
• From time to time, the Compensation, Governance and Nominating Committee reviews the compensation program currently in place to identify any risks related to compensation.

Equity Incentive Plan Awards

The REIT has adopted an omnibus equity incentive plan (the "Equity Incentive Plan"). All equity and equity-based awards made or granted, including future grants to be made to named executive officers of the REIT, are made under the Equity Incentive Plan. The Equity Incentive Plan provides eligible participants with compensation opportunities that encourage ownership of Units, enhance the REIT's ability to attract, retain and motivate executive officers and other key members of management and incentivizes them to increase the long-term growth and equity value of the REIT in alignment with the interests of Unitholders. The material features of the Equity Incentive Plan are summarized under "Equity Incentive Plan – Material Features of the Equity Incentive Plan".

Types of Awards

The Equity Incentive Plan provides for awards of Restricted Units, Performance Units, Deferred Units, Options, and other awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Units, each as defined and discussed in further detail below.

• Restricted Units. A Restricted Unit award is an award denominated in notional units that vests three years after the grant date and which is settled by Units issued from treasury or, if so elected by the participant and subject to the approval of the Board, cash based on the value of a Unit at the date of settlement.
• Performance Units. A Performance Unit award is an award denominated in notional units that vests after a designated performance period as designated by the Board, subject to performance based vesting conditions and which is settled by Units issued from treasury or, if so elected by the participant and subject to the approval of the Board, cash payable upon vesting.
• Deferred Units. A Deferred Unit award is an award denominated in notional units that vests immediately upon grant and which is settled by Units issued from treasury or, if so elected by the participant and subject to the approval of the Board, cash based on the value of a Unit at the date of settlement. Deferred Units may not be redeemed until the participant ceases to hold any position with the REIT. The Board has the discretion to vary the manner in which the REIT contributed Deferred Units vest for any participant.
• Options. An Option award entitles the holder to acquire one Unit upon the exercise of the Option at the exercise price as determined by the Board at the time of the Option grant. Options vest in accordance with a vesting schedule as determined by the Board and as detailed in the individual Option agreement for each Option award. Unless otherwise determined by the Board, all Options have a maximum term of ten years from the date of grant, provided that if the expiry falls during or within ten business days immediately following a blackout period, the expiry date will automatically extend until ten business days after the end of the blackout period. Options are settled by Units issued from treasury payable upon the exercise by the participant. The Equity Incentive Plan also allows for a cashless exercise of Options under certain circumstances.
• Other Awards. The Board may, from time to time, subject to the provisions of the Equity Incentive Plan, and subject to the approval of the TSX, grant other awards to participants which are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Units (including, without limitation, securities convertible into Units). The Board determines the terms and conditions of such other awards.

Equity Ownership Policy

In Fiscal 2021, the REIT increased its equity ownership guidelines (the "Equity Ownership Policy") for the Trustees and executive officers of the REIT to further align the interests of Trustees and executive officers with those of the Unitholders. The Equity Ownership Policy establishes minimum equity ownership levels for each Trustee and executive officer of the REIT to be achieved within the later of five years from the date of (i) the policy, and (ii) becoming a member of senior management or a trustee, as applicable. Effective January 1, 2022, the renewed Equity Ownership Policy provides for the following guidelines.

Participant	Target Equity Ownership Level
Chief Executive Officer (1)	5 times annual base salary OR \$5,000,000 (if no annual base salary)
Co-President and Chief Operating Officer Chief Financial Officer	1.5 times annual base salary
Chief Administrative Officer Chief Accounting Officer	0.5 times annual base salary
Trustees	5 times annual cash retainer (excluding retainers paid in respect of Board or Committee Chair roles)

(1) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer and Mr. Bailey transitioned to Executive Vice-Chair of the Board.

For Trustees, these guidelines apply for so long as the individual is a Trustee of the REIT. For members of senior management, these guidelines apply for so long as the individual is employed by the REIT and for six months thereafter, subject to the waiver of such requirement, in the REIT's sole discretion, for employees retiring on good terms. Awards granted under the Equity Incentive Plan are included in determining an individual's equity ownership value.

Clawback Policy

To further align management's interests with Unitholders, the REIT adopted the Clawback Policy. The Clawback Policy provides that the Board, at the recommendation of the Compensation, Nominating and Governance Committee, may seek reimbursement of annual or long-term incentive compensation awarded to executives if the Board believes the compensation paid would have been lower based on financial results that were subject to (i) a material restatement (other than a restatement caused by a change in applicable accounting rules or interpretations) or (ii) a material inaccuracy, and the executive engaged in fraud or intentional misconduct that materially contributed to the restatement or inaccuracy.

Compensation Consultant

The REIT has retained Meridian Compensation Partners, LLC ("Meridian") since November 2019 to provide ongoing services in connection with executive officer and Trustee compensation matters, including, among other things, to:

• develop and review the Compensation Peer Group for the purposes of benchmarking executive and Trustee pay;
• review the Performance Peer Group for the purposes of benchmarking performance of the REIT;
• benchmark executive and Trustee pay levels to determine market pay levels;
• provide commentary on the competitiveness of the executive and Trustee compensation program, including incentive design; and
• provide commentary on the REIT's compensation discussion and analysis included in this Information Circular.

The Compensation, Governance and Nominating Committee considers the information provided by Meridian and the recommendations it makes in connection with the above; however the decisions made regarding final compensation and incentive plan design are made by, and are the responsibility of, the Board on recommendation of the Compensation, Governance and Nominating Committee.

Executive Compensation-Related Fees

The following table summarizes the fees billed by Meridian in respect of services provided in Fiscal 2020 and Fiscal 2021:

	2021	2020
Executive Compensation-Related Fees	\$71,338(1)	\$53,745 (2)
All Other Fees	-	-

Notes:

(1)These fees represent the total fees billed by Meridian in respect of Fiscal 2021.

(2) These fees represent the total fees billed by Meridian in respect of Fiscal 2020.

Meridian does not provide any services to the REIT other than directly to the Compensation, Governance and Nominating Committee or as approved and overseen by the Compensation, Governance and Nominating Committee.

Compensation – Named Executive Officers

Compensation in Fiscal 2021

The total compensation earned by the named executive officers in respect of Fiscal 2021 is set out in the table below under "Summary Compensation Table – Named Executive Officers". The following sections provide details on each of the elements of compensation actually earned in respect of Fiscal 2021.

Base Salary

Base salary is provided as a fixed source of compensation for the REIT's named executive officers, determined on an individual basis taking into account the scope of responsibilities, experience and expected contribution of the individual. In assessing market competitiveness, the Compensation, Governance and Nominating Committee considers comparable compensation data of the Compensation Peer Group. Base salaries of the named executive officers of the REIT in respect of Fiscal 2021 were as follows:

Name and Principal Position	Base Salary
John S. Bailey (1)	\$0
Chief Executive Officer
Daniel Oberste (2)	\$400,000
President & Chief Investment Officer
Blake Brazeal	\$400,000
Co-President & Chief Operating Officer
Susan Koehn	\$285,000
Chief Financial Officer
Scott Ray	\$220,000
Chief Administrative Officer

(1) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.

(2) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT.

Annual Incentives

In March 2021, following a review and recommendation by the Compensation, Governance and Nominating Committee, the Compensation, Governance and Nominating Committee and the Board approved the annual incentive plan design for Fiscal 2021. The annual incentive plan design takes into account the REIT's compensation philosophy and reflects a review of the REIT's practices against the Compensation Peer Group. The key annual incentive plan design elements effective for Fiscal 2021 were as follows:

Individual specific, measurable, attainable, realistic and time bound ("SMART") goals for the named executive officers, weighted at 25% of the target eligible incentive percentage.

REIT performance component with relation to AFFO (as defined herein), weighted at 75% of the target eligible incentive percentage.

Adjustments for property acquisitions and dispositions.

Target payout levels of 50% for threshold performance, 100% for target performance, and at or above 150% for maximum performance, with straight line interpolation between thresholds.

The annual incentive plan awards are paid in cash and are designed to motivate and reward named executive officers for progress against the REIT's strategic business and financial objectives. The target eligible percentage of base salary is provided for in the named executive officers' individual employment agreements, with any adjustments approved by the Board, on the advice of the Compensation, Governance and Nominating Committee. The named executive officers of the REIT earned the following annual cash incentives for Fiscal 2021:

Name and Principal Position	Target Eligible Percentage of Base Salary	Annual Incentive Earned
John S. Bailey (1) Chief Executive Officer	0%	\$-
Daniel Oberste (2) President & Chief Investment Officer	50%	\$300,000
Blake Brazeal Co- President & Chief Operating Officer	50%	\$300,000
Susan Koehn Chief Financial Officer	44%	\$188,100
Scott Ray Chief Administrative Officer	40%	\$132,000

• (1) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.
• (2) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT.

As noted above, the annual cash incentives awarded by the REIT have both an individual performance component and a REIT performance component.

• Individual Performance. In Fiscal 2021, each named executive officer was eligible to receive 25% of their total eligible incentive percentage, included in the table above, based on individual performance. The Fiscal 2021 annual incentives related to individual performance were based on the successful completion of individual SMART goals tailored to each executive and their role, as reviewed and approved by the Compensation, Governance and Nominating Committee and the Board. The individual performance component of the annual incentives was paid in March of 2022, with payout at 150% of target. The individual performance component enables the Board to tie a portion of the named executive officer's annual incentive to successful progress in areas of strategic importance for which they are accountable.
• REIT Performance. For each of the annual incentives awarded in respect of Fiscal 2021, 75% of the target eligible percentage, included in the table above, was awarded based on the successful strategic and financial performance of the REIT, as reviewed and approved by the Compensation, Governance and Nominating Committee and the Board. The performance goal used to determine the REIT performance component for each of the annual incentives awarded to the named executive officers was based on the REIT successfully meeting or exceeding the Fiscal 2021 budget of AFFO, adjusted for acquisitions and dispositions, with threshold performance set at \$18,504,000, target performance set at \$20,560,000 and maximum performance set at \$22,616,000, in each case before adjustments. The REIT performance portion of the budget was achieved and paid in March of 2022, with payout at 150% of target.

Long-Term Incentives

In March 2021, following a review and recommendation by the Compensation, Governance and Nominating Committee, the Compensation, Governance and Nominating Committee and the Board approved the long-term incentive plan design for Fiscal 2021, taking into account the REIT's compensation philosophy and upon a review of the REIT's practises against the Compensation Peer Group. The key long-term incentive plan design elements effective for Fiscal 2021 were as follows:

Award mix of 60%, 3-year cliff vesting Performance Units and 40%, 3-year ratable vesting Restricted Units.

Performance Unit vesting based on TUR over a 3-year period, relative to the Performance Peer Group.

Performance mechanics with respect to adjustments for treatment of companies in special circumstances, calculation of trading price, and treatment of distributions.

Termination without cause treatment for the granted Performance Units and Restricted Units includes full accelerated vesting of Restricted Units, pro rata continued vesting of Performance Units and double-trigger change of control vesting of Performance Units, at target.

Long-term incentive awards granted by the REIT to its named executive officers in Fiscal 2021 include Restricted Units and Performance Units. Such awards are intended to provide management of the REIT with a strong link to the long-term performance of the REIT and the creation of Unitholder value. Such awards are granted at the discretion of the Board upon recommendation by the Compensation, Governance and Nominating Committee. The Restricted Units and Performance Units granted to the named executive officers in respect of Fiscal 2021 include awards granted to the named executive officers on March 12, 2021 and awards granted monthly that are equivalent to the cash distributions paid on the underlying Units. The total Restricted Units and Performance Units awarded to each named executive officer in Fiscal 2021 is as follows:

Name and Principal Position	Restricted Units	Performance Units
John S. Bailey (1)	–	–
Chief Executive Officer
Daniel Oberste (2)	14,084	21,895
President & Chief Investment Officer
Blake Brazeal	14,336	22,634
Co-President & Chief Operating Officer
Susan Koehn	7,936	12,521
Chief Financial Officer
Scott Ray	3,068	4,846
Chief Administrative Officer

Notes:

(1) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.

(2) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT.

• 2021 Restricted Units. The Restricted Units granted in Fiscal 2021 vest rateably over three years with 1/3 vesting on each of December 31, 2021, 2022 and 2023. The Restricted Units are settled by Units issued from treasury or, if so elected by the participant and subject to the approval of the Board, cash payable upon vesting. In the event the executive's employment is terminated without "cause" or the executive resigns for "good reason" (each, as defined in the executive's employment agreement), including following a change of control of the REIT, the Restricted Units that have not otherwise vested will vest immediately and be settled. This effectively provides for a double-trigger before vesting upon a change of control. Resigning for "good reason" following a change of control includes, but is not limited to, a material diminution in the executive's position, a reduction in base salary, a reduction or elimination of benefits, and a material change in geographic location.

• 2021 Performance Units. The Performance Units granted in Fiscal 2021 vest after a three year performance period beginning on January 1, 2021 and ending on December 31, 2023, subject to performance based vesting conditions, and are settled by Units issued from treasury or, if so elected by the participant and subject to the approval of the Board, cash payable upon vesting. In the event the executive's employment is terminated without "cause" or for "good reason" (each, as defined in the executive's employment agreement), a pro rata portion of the Performance Units that have not otherwise vested shall vest at the end of the performance period and the remaining portion shall immediately terminate and expire. If within 12 months following a change of control transaction, the executive's employment is terminated without "cause" or the executive resigns for "good reason" (each, as defined in the executive's employment agreement), all Performance Units that have not otherwise vested shall immediately vest and be settled at the target level of achievement. This effectively provides for a double-trigger before vesting upon a change of control. Resigning for "good reason" following a change of control includes, but is not limited to, a material diminution in the executive's position, a reduction in base salary, a reduction or elimination of benefits, and a material change in geographic location.

The number of Performance Units paid out is determined by reference to the TUR generated by the REIT over the performance period, relative to the Performance Peer Group as follows:

	Threshold	Target	Maximum
Performance	25th Percentile	50th Percentile	75th Percentile
Payout (% of target)	50%	100%	200%
	*Straight line interpolation between points

Chief Executive Officer

John S. Bailey served as the REIT's Chief Executive Officer until January 1, 2022. During Mr. Bailey's tenure as Chief Executive Officer of the REIT, he agreed not to receive a base salary, short-term incentive or long-term Unit-based incentive grants. Prior to the REIT's initial public offering in 2018, Mr. Bailey was also not compensated for his services with BSR Trust, LLC. Mr. Bailey and the REIT believe that this demonstrated Mr. Bailey's commitment to the REIT and alignment with the interests of the REIT's Unitholders.

Mr. Bailey owns a personal aircraft which, from time to time, he and other executive officers, Trustees or employees of the REIT use for business travel. However, the REIT's typical practice is to only reimburse Mr. Bailey for the generally comparable standard commercial airfare costs of such business travel and Mr. Bailey pays for the remainder of the costs out-of-pocket. The REIT does not provide any perquisites in this regard. Notwithstanding the foregoing, on four occasions in 2021, Mr. Bailey was reimbursed for the total cost of airfare due to business travel for an aggregate reimbursement of \$29,753.

As a result of the Compensation, Governance and Nominating Committee's ongoing efforts in succession planning over the course of the past few years, in consultation with the Board, Mr. Oberste was selected to succeed Mr. Bailey as Chief Executive Officer upon Mr. Bailey's transition to Executive Vice-Chair Board. Effective January 1, 2022, Mr. Oberste was promoted to Chief Executive Officer, in addition to his offices of President and Chief Investment Officer of the REIT, bringing extensive business leadership, real estate management and investment strategy skills to the role. This was the culmination of a tailored succession plan for the REIT's Chief Executive Officer that included a comprehensive internal identification and selection process and in-depth training and transition plan for Mr. Oberste. Mr. Oberste will receive a base salary of \$500,000 as well as short-term and long-term Unit based incentive compensation commensurate with this position moving forward.

Summary Compensation Table – Named Executive Officers

The following table sets out information concerning the compensation earned by the named executive officers in respect of Fiscal 2019, Fiscal 2020 and Fiscal 2021.

Name and Principal Position	Fiscal Year	Salary (\$)	Unit-based awards(1)(2)(3) (\$)	Option based awards		Non-equity incentive plan compensation (\$)		All other compensation (\$)	Total compensation (\$)
				(\$)	Annual incentive plans(4)	Long term incentive plans
John S. Bailey(5) Chief Executive Officer	2021	-	-	-	-	-	-	-	\$0
	2020	-	-	-	-	-	-	-	\$0
	2019	-	-	-	-	-	-	-	\$0
Daniel Oberste (6) President & Chief Investment Officer	2021	\$400,000	\$399,381	-	\$300,000	-	-	-	\$1,099,381
	2020	\$301,384(7)	\$273,702	-	\$150,694	-	-	-	\$725,780
	2019	\$285,000	\$263,677	-	\$164,944	-	-	-	\$713,621
Blake Brazeal Co-President & Chief Operating Officer	2021	\$400,000	\$412,129	-	\$300,000	-	-	-	\$1,112,129
	2020	\$400,000	\$406,233	-	\$169,200	-	-	-	\$975,433
	2019	\$360,000	\$391,129	-	\$166,680	-	-	-	\$917,809
Susan Koehn Chief Financial Officer	2021	\$285,000	\$228,033	-	\$188,100	-	-	-	\$701,133
	2020	\$285,000	\$224,367	-	\$132,611	-	-	-	\$641,978
	2019	\$285,000	\$215,869	-	\$145,151	-	-	-	\$646,020
Scott Ray Chief Administrative Officer	2021	\$220,000	\$88,213	-	\$132,000	-	-	-	\$440,213
	2020	\$220,000	\$86,959	-	\$93,060	-	-	-	\$400,019
	2019	\$220,000	\$83,767	-	\$101,860	-	-	-	\$405,627

• (1) In respect of Fiscal 2019, represents Restricted Units (40%) and Performance Units (60%) granted on March 31, 2019 under the REIT's Equity Incentive Plan that are subject to vesting conditions. The grant date fair value of the Restricted Units and Performance Units has been calculated as the number of Restricted Units and Performance Units times the March 31, 2019 closing price of \$9.32 per Unit. Also represents Restricted Units and Performance Units granted monthly since then that are equivalent to the cash distributions paid on Units. The value of Performance Unit awards assumes vesting at 100% of target. The number of Performance Units that vest will range between 0% and 200% of the number granted. See "Compensation – Outstanding Unit Based Awards and Option Based Awards – Named Executive Officers".
• (2) In respect of Fiscal 2020, represents Restricted Units (40%) and Performance Units (60%) granted on March 18, 2020 under the REIT's Equity Incentive Plan that are subject to vesting conditions. The grant date fair value of the Restricted Units and Performance Units has been calculated as the number of Restricted Units and Performance Units times the March 17, 2020 closing price of \$9.18 per Unit. Also represents Restricted Units and Performance Units granted monthly since then that are equivalent to the cash distributions paid on Units. The value of Performance Unit awards assumes vesting at 100% of target. The number of Performance Units that vest will range between 0% and 200% of the number granted. See "Compensation – Outstanding Unit Based Awards and Option Based Awards – Named Executive Officers".
• (3) In respect of Fiscal 2021, represents Restricted Units (40%) and Performance Units (60%) granted on March 12, 2021 under the REIT's Equity Incentive Plan that are subject to vesting conditions. The grant date fair value of the Restricted Units and Performance Units has been calculated as the number of Restricted Units and Performance Units times the March 12, 2021 closing price of \$10.91 per Unit. Also represents Restricted Units and Performance Units granted monthly since then that are equivalent to the cash distributions paid on Units. The value of Performance Unit awards assumes vesting at 100% of target. The number of Performance Units that vest will range between 0% and 200% of the number granted. See "Compensation – Outstanding Unit Based Awards and Option Based Awards – Named Executive Officers".
• (4) This represents the cash annual incentive earned.
• (5) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.
• (6) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT.
• (7) Mr. Oberste's annual base salary was increased from \$285,000 to \$400,000 on November 10, 2020 and has been prorated accordingly.

The compensation payable to the named executive officers in the previous three most recently completed financial years consisted of base salary, a short-term cash incentive and long-term incentive grants under the Equity Incentive Plan. For more information see above under "Compensation in Fiscal 2021".

Outstanding Unit Based Awards and Option Based Awards – Named Executive Officers

In 2021, the REIT granted a total of 41,217 Restricted Units and 64,729 Performance Units to its employees pursuant to the Equity Incentive Plan, representing approximately 0.34% of the total issued and outstanding number of Units as of December 31, 2021 (0.20% determined as if all Class B Units are redeemed for Units) and approximately 2.7% of the maximum authorized number of Units issuable pursuant to the Equity Incentive Plan (3,970,824).

The Restricted Units granted in Fiscal 2019, Fiscal 2020 and Fiscal 2021 vest rateably over three years with 1/3 vesting on December 31 of each of the three ensuing years.

The Performance Units granted in Fiscal 2019, Fiscal 2020 and Fiscal 2021 vest three years from the date of grant depending on the TUR generated by the REIT over the applicable three year performance period, as compared to the Performance Peer Group. If the REIT's percentile TUR ranking is in the 75th percentile of the Performance Peer Group 200% of the Performance Units granted will vest. If the REIT's percentile TUR ranking is at 50% of the Performance Peer Group 100% of the Performance Units granted will vest. If the REIT's percentile TUR ranking is in the bottom 25th percentile of the Performance Peer Group none of the Performance Units granted will vest. Straight line interpolation between points is used.

The following table describes the outstanding Unit-based awards and Option-based awards held by named executive officers as at December 31, 2021. As of December 31, 2021, no Options have been awarded under the Equity Compensation Plan.

OPTION-BASED AWARDS					UNIT-BASED AWARDS
Name and Principal Position	Number of Units underlying unexercised Options (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the money Options (\$)	Number of underlying Units that have not vested (#)	Market or payout value of unvested Unit based awards(1) (\$)	Market or payout value of vested Unit based awards not paid out or distributed (\$)
John S. Bailey(2) Chief Executive Officer	–	–	–	–	–	–	–
Daniel Oberste (3) President & Chief Investment Officer	–	–	–	–	80,052	\$1,416,120	–
Blake Brazeal Co-President & Chief Operating Officer	–	–	–	–	102,485	\$1,812,960	–
Susan Koehn Chief Financial Officer	–	–	–	–	56,791	\$1,004,633	–
Scott Ray Chief Administrative Officer	–	–	–	–	21,923	\$387,818	–

(2) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.

(3) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT.

⁽¹⁾ Represents Restricted Units and Performance Units granted in Fiscal 2019, Fiscal 2020, Fiscal 2021 and monthly that are equivalent to the cash distributions paid on the underlying Units. The market value of Unit-based awards was calculated based on the closing price of the Units on December 31, 2021 (\$17.69). The value of Performance Unit awards assumes vesting at 100% of target. The number of Performance Units that vest will range between 0% and 200% of the number granted.

Name	Option based awards – value vested during the year	Unit-based awards – value vested during the year(1)
John S. Bailey (3) Chief Executive Officer	–	–	–
Daniel Oberste (4) President & Chief Investment Officer	–	\$334,124	\$300,000
Blake Brazeal Co-President & Chief Operating Officer	–	\$482,139	\$300,000
Susan Koehn Chief Financial Officer	–	\$247,780	\$188,100
Scott Ray Chief Administrative Officer	–	\$105,304	\$132,000

Incentive Plan Awards – Value Vested or Earned During the Year – Named Executive Officers

Notes:

(1) This represents Restricted Units and Performance Units that vested in Fiscal 2021.

(2) This represents the annual cash incentive earned.

(3) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.

(4) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT.

Employment Agreements – Named Executive Officers

Pursuant to the terms of individual employment agreements with BSR Management, LLC, a subsidiary of the REIT, each of the named executive officers of the REIT serves in their respective positions for an indefinite term. The following sets out the individual terms of the employment agreements, with common elements summarized thereafter.

Chief Executive Officer

Mr. Bailey served as the REIT's Chief Executive Officer until January 1, 2022 upon his transition to Executive Vice-Chair. Mr. Bailey's employment agreement did not provide for an annual base salary, any short-term annual incentive compensation or any Unit-based compensation under the Equity Incentive Plan. His employment agreement did provide for benefits. Though Mr. Bailey is no longer employed as the Chief Executive Officer, Mr. Bailey's employment agreement provided that, in the event Mr. Bailey's employment was terminated without "cause" (as defined in the agreement) or Mr. Bailey terminated his employment agreement for "good reason" (as defined in the agreement), he would be entitled to (i) accrued amounts for benefits up to the termination date, (ii) a \$1,800,000 lump sum severance payment, which is to be paid in a single lump sum within 30 days following termination, and (iii) a continuation of benefits (except for disability insurance and others that cannot be continued) for two years or until he becomes eligible for such benefits from a new employer. If Mr. Bailey's employment was terminated due to his death or "disability" (as defined in the agreement), Mr. Bailey was entitled to a \$900,000 lump sum severance payment. Mr. Bailey received no such termination payments in connection with his transition on January 1, 2022. Mr. Bailey has forgone compensation from BSR Trust, LLC since 2003 on the basis that doing so best reflects Mr. Bailey's investment in the REIT and the REIT's value of teamwork.

President & Chief Investment Officer

Mr. Oberste served as the REIT's President and Chief Investment Officer for Fiscal 2021. Effective January 1, 2022, he was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT. The agreement provides for an annual base salary of \$400,000 (increased to \$500,000 effective January 1, 2022) and the ability to earn an annual short-term cash incentive up to 50% of his annual salary (increased to 75% effective January 1, 2022).

Co-President & Chief Operating Officer

Mr. Brazeal serves as the REIT's Co-President and Chief Operating Officer. The agreement provides for an annual base salary of \$400,000 and the ability to earn an annual short-term cash incentive up to 50% of his annual salary.

Chief Financial Officer & Corporate Secretary

Ms. Koehn serves as the REIT's Chief Financial Officer and Corporate Secretary. The agreement provides for an annual base salary of \$285,000 (increased to \$330,000 effective January 1, 2022) and the ability to earn an annual shortterm cash incentive up to 44% (increased to 55% effective January 1, 2022) of her annual salary.

Chief Administrative Officer

Mr. Ray serves as the REIT's Chief Administrative Officer. The agreement provides for an annual base salary of \$220,000 and the ability to earn an annual short-term cash incentive up to 40% (increased to 45% effective January 1, 2022) of his annual salary.

Common Employment Agreement Terms

The following table sets forth the common elements of the employment agreements for the REIT's named executive officers, unless otherwise noted above.

Employment Agreement Term	Summary
Term	Indefinite
Termination "without cause" (as defined in the agreement)	Entitled to (i) accrued amounts for (a) earned but unpaid base salary, vacation and benefits up to the termination date, and (b) earned but unpaid short-term cash incentive for the previously completed calendar year, (ii) a lump sum severance payment equal to two times (one time for Mr. Ray) (a) base salary immediately prior to termination (or any higher base salary in effect during the 12 months prior to termination) plus (b) the greater of the short term cash incentive paid or earned for the prior year or the average short term cash incentive paid or earned for the two prior years, which is to be paid in a single lump sum within 30 days following termination, (iii) accelerated vesting of awards granted under the Equity Incentive Plan, and (iv) a continuation of benefits (except for disability insurance and others that cannot be continued) for two years (one year for Mr. Ray) or until he or she becomes eligible for such benefits from a new employer.
Termination due to death or "disability" (as defined in the agreement)	Entitled to (i) a lump sum severance payment equal to one times (a) base salary immediately prior to termination (or any higher base salary in effect during the 12 months prior to termination) plus (b) the greater of the short term cash incentive paid or earned for the prior year or the average short term cash incentive paid or earned for the two prior years, and (ii) accelerated vesting of awards granted under the Equity Incentive Plan.
Restrictive Covenants	Non-compete with the REIT for a period of one year following termination of employment and non-solicit with respect to certain employees for a period of three years following termination of employment, in each case subject to certain exceptions.

The following table indicates the amount payable to each named executive officer under the terms of their employment agreements upon termination other than for cause, assuming employment was terminated on December 31, 2021. For purposes of valuing Unit-based awards, a price of \$17.69 is used, which is the closing price of the Units on the TSX on December 31, 2021, the last trading day of the fiscal year.

Name and Principal Position	Event	Severance(1) (\$)	Accelerated Vesting of Equity Incentive Plan Awards(2) (\$)	Total (\$)
John S. Bailey (3) Chief Executive Officer	Termination without cause or resignation for good reason	\$1,800,000	-	\$1,800,000
	Death or disability	\$900,000	-	\$900,000
	Termination following change of control	\$1,800,000	-	\$1,800,000
	Resignation	-	-	-
	Termination with cause	-	-	-
Daniel Oberste (4) President & Chief Investment Officer	Termination without cause or resignation for good reason	\$1,400,000	\$1,075,711	\$2,475,711
	Death or disability	\$700,000	\$1,416,120	\$2,116,120
	Termination following change of control	\$1,400,000	\$1,416,120	\$2,816,120
	Resignation	-	-	-
	Termination with cause	-	-	-
Blake Brazeal Co-President & Chief Operating Officer	Termination without cause or resignation for good reason	\$1,400,000	\$1,423,638	\$2,823,638
	Death or disability	\$700,000	\$1,812,960	\$2,512,960
	Termination following change of control	\$1,400,000	\$1,812,960	\$3,212,960
	Resignation	-	-	-
	Termination with cause	-	-	-
Susan Koehn Chief Financial Officer	Termination without cause or resignation for good reason	\$946,200	\$788,886	\$1,735,086
	Death or disability	\$473,100	\$1,004,633	\$1,477,733
	Termination following change of control	\$946,200	\$1,004,633	\$1,950,833
	Resignation	-	-	-
	Termination with cause	-	-	-

Scott Ray Chief Administrative Officer	Termination without cause or resignation for good reason	\$352,000	\$304,551	\$656,551
	Death or disability	\$352,000	\$387,818	\$739,818
	Termination following change of control	\$352,000	\$387,818	\$739,818
	Resignation	-	-	-
	Termination with cause	-	-	-

(1) Including accrued amounts for earned but unpaid base salary, vacation and benefits, or earned but unpaid short-term cash incentive.

(2) Represents amounts payable in respect of accelerated vesting of Restricted Units and Performance Units and assumes Performance Units vest at 100% of target. The number of Performance Units that vest will range between 0% and 200% of the number granted.

(3) Effective January 1, 2022, Mr. Bailey transitioned to Executive Vice-Chair of the Board and is no longer Chief Executive Officer of the REIT.

(4) Effective January 1, 2022, Mr. Oberste was promoted to President, Chief Executive Officer & Chief Investment Officer of the REIT

Performance Graph

The graph below compares the cumulative TUR of \$100 invested in Units (assuming distributions are reinvested) with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Capped REIT Index for the period the REIT has been a reporting issuer (from May 18, 2018 to December 31, 2021).

During the period, the cumulative TUR for \$100 invested in Units was \$214, as compared to \$147 and \$148 for the S&P/TSX Composite Index and the S&P/TSX Capped REIT Index, respectively. The trend in the REIT's TUR over the period is strong as compared to both indices and the compensation of the executive officers of the REIT generally correlates to this trend.

Over the same period, the REIT made changes to its compensation program to strengthen the alignment between named executive officer compensation and the REIT's performance as well as to better align with the Compensation Peer Group. The Compensation, Governance and Nominating Committee believe the current compensation program for named executive officers, which has a significant REIT performance weighting, will ensure that compensation continues to align with the interests of Unitholders.

Compensation – Trustees

Individual Trustees add value to the Board and to the REIT by bringing skills, knowledge and experiences that complement those of their colleagues, so that collectively, the Board provides diversity and balance in views and perspectives, ensuring a challenging and thoughtful exchange with management. Trustee attendance at meetings is mandatory and, additionally, there is an expectation that all Trustees will be available as needed outside of meetings. Board membership is reviewed annually to ensure the right mix and skills are present.

Effective January 1, 2022, the Board approved the appointment of Daniel Oberste and Teresa Neto to the Board, each bringing valuable diversity of experience and perspective, with Mr. Oberste's successful track record leading the REIT's investment strategy and Ms. Neto's extensive experience with public Canadian real estate investment trusts. In addition, the Board is recommending the appointment of an additional independent Trustee, Jane Marshall, to the Board at the Meeting to further compliment the REIT's skills matrix.

Trustee compensation is structured to recognize Trustees for their skills, knowledge, experiences and attention in overseeing the governance of the REIT, and to align with Unitholders' interests. The Compensation, Governance and Nominating Committee reviews Trustee compensation and recommends any changes to the Board to ensure that Trustee compensation is competitive. In making its recommendation, the Compensation, Governance and Nominating Committee considers:

• the level of compensation required to fairly reflect the risks and responsibilities of serving as a Trustee; and
• the alignment of the interests of Trustees and Unitholders by requiring that independent Trustees meet the Unit ownership guidelines established in the REIT's Equity Ownership Policy.

In respect of Fiscal 2021, the Trustee compensation framework was as follows:

Annual Board Retainer
Non-management Trustee	\$35,000
Meeting Fees
Per Board or Committee Meeting	N/A
Chair Retainers
Non-Management Board Chair	\$52,500
Audit Committee Chair	\$20,000
Compensation, Governance and Nominating Committee Chair	\$17,500
Investment Committee Chair	\$17,500
Committee Retainer
Committee member	\$7,500
Equity
Deferred Units (annual grant)	\$40,000
Travel
Reasonable Travel and ancillary expenses	Reimbursed
Continuing Education
Trustee continuing education events, training opportunities and materials	Reimbursed up to \$2,500

In November 2021, based on a report of the REIT's independent compensation consultant, Meridian, and following a review and recommendation by the Compensation, Governance and Nominating Committee, a number of changes were approved by the Compensation, Governance and Nominating Committee and the Board in respect of Trustee compensation for the current fiscal 2022 year to bring Trustee compensation more in line with market peers. Moving forward, the annual Board retainer has been increased to \$40,000, the committee chair retainers have been increased to \$25,000, a Vice-Chair retainer of \$50,000 has been implemented and the non-executive Chair retainer has been increased to \$75,000. Additionally, the annual grant of Deferred Units will increase to \$55,000. These changes take into account the REIT's compensation philosophy and reflect a review of the REIT's practices against the Compensation Peer Group as well as individual Trustee contributions. Additionally, in connection with John S. Bailey's transition from Chief Executive Officer to Executive Vice-Chair of the Board, the Board approved the maintenance of his existing health insurance benefits coverage and business expense reimbursements.

The Trustees do not receive any additional remuneration for acting as directors on the boards of any of the REIT's subsidiaries. Trustees who are also members of management do not receive any remuneration for their role as a Trustee.

Trustees have the option to elect to receive up to 100% of all fees that are otherwise payable in cash (i.e. annual board retainer and additional retainers) in the form of Deferred Units. The number of Deferred Units awarded to a Trustee in respect of Fiscal 2021 was equal to (i) the value of all fees that the Trustee elected to receive in the form of Deferred Units, (ii) divided by the volume weighted average trading price of a Unit on the TSX for the five trading days prior to the date of the award. Trustees must complete an election form to receive Deferred Units in lieu of the cash component of their fees no later than December 31 of the year preceding the applicable grant year. Elections are irrevocable for the year in respect of which they are made. In Fiscal 2021, Trustees received Deferred Units quarterly. See "Equity Incentive Plan – Material Features of the Equity Incentive Plan".

Summary Compensation Table – Trustees

Name	Fees earned(1) (\$)	Unit-based awards(2) (\$)	Option based awards (\$)	Non-equity incentive plan compensation (\$)	Pension value (\$)	All other compensation (\$)	Total (\$)
John S. Bailey Trustee & Chief Executive Officer	–	–	–	–	–	–	–
William A. Halter Trustee	–	\$88,279	–	–	–	–	\$88,279
Bryan H. Held Trustee	\$13,750	\$103,885	–	–	–	–	\$117,635
W. Daniel Hughes, Jr. Trustee	–	\$88,368	–	–	–	–	88,368
Neil J. Labatte Trustee (Chair)	–	\$166,366	–	–	–	–	\$166,366
Graham D. Senst Trustee	–	\$117,575	–	–	–	–	\$117,575
Elizabeth A. Wademan Trustee	–	\$117,183	–	–	–	–	\$117,183

The following table sets out information concerning the compensation earned by the Trustees in respect of Fiscal 2021.

(1) Reflects fees paid in cash.

(2) Reflects fees paid in Deferred Units as opposed to cash as well as Deferred Units granted monthly that are equivalent to the cash distributions paid on Units.

Outstanding Unit Based Awards and Option Based Awards – Trustees

The following table describes the outstanding Unit-based awards and Option-based awards held by Trustees at December 31, 2021. As of December 31, 2021, no Options have been awarded to Trustees.

OPTION-BASED AWARDS				UNIT-BASED AWARDS
Name and Principal Position	Number of Units underlying unexercised Options (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the money Options	Number of underlying Units that have not vested	Market or payout value of unvested Unit based awards	Market or payout value of vested Unit based awards not paid out or distributed(1)
John S. Bailey Trustee & Chief Executive Officer	–	–	–	–	–	–	–
William A. Halter Trustee	–	–	–	–	–	–	\$320,761
Bryan H. Held Trustee	–	–	–	–	–	–	\$368,599
W. Daniel Hughes, Jr. Trustee	–	–	–	–	–	–	\$322,535
Neil J. Labatte Trustee (Chair)	–	–	–	–	–	–	\$583,364
Graham D. Senst Trustee	–	–	–	–	–	–	\$425,883
Elizabeth A. Wademan Trustee	–	–	–	–	–	–	\$417,493

Notes:

⁽¹⁾ Represents Deferred Units granted annually and quarterly to Trustees as well as Deferred Units granted monthly that are equivalent to the cash distributions paid on Units. The grant date fair value of the Deferred Units has been calculated, in accordance with the Equity Incentive Plan, as the number of Deferred Units granted times the volume weighted average price of all Units traded on the TSX for the five trading days immediately preceding such date.

Name	Option based awards – value vested during the year	Unit-based awards – value vested during the year(1)	Non-equity incentive plan compensation – value earned during the year
John S. Bailey Trustee & Chief Executive Officer	–	–	–
William A. Halter Trustee	–	\$88,279	–
Bryan H. Held Trustee	–	\$103,885	–
W. Daniel Hughes, Jr. Trustee	–	\$88,368	–
Neil J. Labatte Trustee (Chair)	–	\$166,366	–
Graham D. Senst Trustee	–	\$117,575	–
Elizabeth A. Wademan Trustee	–	\$117,183	–

Incentive Plan Awards – Value Vested or Earned During the Year – Trustees

Notes:

(1) Represents Deferred Units granted in Fiscal 2021, which vested immediately upon grant.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes certain information as of December 31, 2021 regarding compensation plans of the REIT under which equity securities are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights (\$)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (#)
Equity compensation plans approved by securityholders – N/A	–	–	–
Equity compensation plans not approved by securityholders – Equity Compensation Plan(1)	502,694	N/A	3,468,130

Notes:

⁽¹⁾ See "Equity Incentive Plan – Material Features of the Equity Incentive Plan" for a description of the material features of the Equity Incentive Plan. The Equity Incentive Plan was adopted in connection with the REIT's initial public offering on May 18, 2018, and was amended on March 10, 2020, which amendment did not require securityholder approval. As of December 31, 2021, Deferred Units, Restricted Units and Performance Units were outstanding under the Equity Incentive Plan.

STATEMENT OF GOVERNANCE PRACTICES

The Board believes that strong corporate governance is important to the long-term success of the REIT and maintaining the trust of Unitholders, operating partners and the communities in which the REIT operates.

In accordance with the corporate governance guidelines set out under National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 – Corporate Governance Guideline (together with NI 58-101, the "CSA Governance Rules"), the following is a summary of the governance practices of the REIT.

Governance Highlights

Governance Element	REIT Practice Fiscal 2021	REIT Practice Fiscal 2022
Board Size	7 Trustees	10 Trustees proposed
Board Independence	Majority independent Trustees (5 of 7)	Majority independent Trustees (7 of 10 proposed)
Board Gender Diversity	1 Woman of 7 Trustees	3 Women of 10 Trustees proposed
Entirely Independent Committees	Audit Committee Compensation Governance and Nominating Committee	Audit Committee Compensation Governance and Nominating Committee
Independent Board and Committee Meetings	Audit Committee Compensation Governance and Nominating Committee Investment Committee	Audit Committee Compensation Governance and Nominating Committee Investment Committee
Voting Standard for Board Elections	Annually by a majority of votes cast	Annually by a majority of votes cast
Majority Voting Policy	Yes	Yes
Equity Ownership Guidelines	Yes	Yes
New Trustee Orientation and Continuing Education	Yes	Yes
Annual Board Assessments	Yes	Yes

To comply with the various applicable governance standards and to achieve best practices, the REIT has adopted comprehensive corporate governance policies and procedures, including:

• Code of Business Conduct and Ethics
• Board Charter
• Audit Committee Charter
• Compensation, Governance and Nominating Committee Charter

• Investment Committee Charter

• Position Descriptions for the Chief Executive Officer, Chair of the Board, and Committee Chairs

• Diversity Policy
• Majority Voting Policy
• Whistleblower Policy
• Insider Trading Policy
• Disclosure and Confidential Information Policy
• Environmental and Social Responsibility Policy
• Compensation Clawback Policy
• Equity Ownership Policy

The Board believes that the REIT's governance practices are in compliance with the CSA Governance Rules.

Composition of Board of Trustees and Independence

The Board is currently comprised of nine Trustees, a majority of whom are independent and Canadian residents. Ten Trustees are being nominated for election at the Meeting, a majority of whom are independent and Canadian residents. Pursuant to NI 58-101, an independent Trustee is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a Trustee's independent judgment. The REIT has determined that Neil. J. Labatte (Chair), William A. Halter, Bryan H. Held, S. Jane Marshall, Teresa Neto, Graham D. Senst and Elizabeth A. Wademan are independent under NI 58-101 and that John S. Bailey (Executive Vice-Chair), the REIT's former Chief Executive Officer, Daniel M. Oberste, the REIT's current President, Chief Executive Officer & Chief Investment Officer, and W. Daniel Hughes, Jr., as a founder and former Chief Executive Officer of BSR Trust, LLC, are not independent. All of the trusteeships and directorships of the Trustees with other public entities are disclosed in the biographical information for each Trustee set out under "Matters to be Considered at the Meeting – 3. Election of Trustees – Nominees".

The independent Trustees hold in-camera sessions at the conclusion of each regularly scheduled Board and committee meeting. The Chair of the Board conducts the in-camera sessions of the Board and the Chair of each committee conducts the in-camera sessions of its committee, as applicable, without management or the other nonindependent Trustees present.

Nomination of Trustees

Other than the Bailey/Hughes Holders' nominees nominated pursuant to the Investor Rights Agreement, all Board nominees are nominated by the Compensation, Governance and Nominating Committee, who make such nominations after considering the mix of skills and experience it believes are necessary to further the REIT's goals. The written charter of the Compensation, Governance and Nominating Committee sets out the committee's responsibilities with respect to nominating Board member candidates, which include to: (i) review annually the competencies, skills and personal qualities of the Board, in light of current and expected future needs; (ii) seek individuals qualified (in the context of the needs of the REIT) to become members of the Board; (iii) review and recommend to the Board, the membership and allocation of Board members to the various committees of the Board; and (iv) consider the level of diversity on the Board (including the level of female representation).

Effective January 1, 2022, upon recommendation of the Compensation, Governance and Nominating Committee after considering the benefits of a larger Board with new skillsets and experiences, the Compensation, Governance and Nominating Committee and the Board approved the appointment of Daniel Oberste and Teresa Neto as Trustees. Mr. Oberste and Ms. Neto bring valuable diversity of experience and perspective to the Board, with Mr. Oberste's successful track record leading the REIT's investment strategy and Ms. Neto's extensive experience with public Canadian real estate investment trusts. In addition, the Compensation, Governance and Nominating Committee and the Board are recommending the appointment of an additional independent Trustee, Jane Marshall, to the Board at the Meeting to further compliment the REIT's skills matrix.

The Compensation, Governance and Nominating Committee will continue to seek and monitor prospective candidates who are independent, have recognized functional and industry experience, sound business judgement, high ethical standards, time to devote to the Board and the ability to contribute to the Board's diversity (with respect to gender, experience, geography, ethnicity and age). The Compensation, Governance and Nominating Committee intends to identify qualified candidates when necessary through a number of possible sources, including an evergreen list and executive recruiters.

Trustees elected at an annual meeting are elected for a term expiring at the close of the subsequent annual meeting and are eligible for re-election. Trustees appointed by the Trustees between meetings of Unitholders in accordance with the Declaration of Trust are appointed for a term expiring at the close of the next annual meeting and are eligible for election or re-election, as the case may be.

For a chart illustrating the relevant skills possessed by each Trustee who is proposed for election at the Meeting, see "Matters to be Considered at the Meeting – 3. Election of Trustees – Nominees – Skills Matrix".

Term Limits and Retirement Age

The REIT does not impose term limits on its Trustees, as it takes the view that term limits are an arbitrary mechanism for removing Trustees that can result in valuable, experienced Trustees being forced to leave the Board solely because of length of service. The REIT has also not adopted a formal retirement age policy for its Trustees. Instead, the REIT assesses the performance of Board members annually (see below under "Board Assessments") and considers each Trustee's ability to continue to make a meaningful contribution. The REIT is committed to ensuring that its Board is comprised of individuals with appropriate skill sets.

Board Assessments

The Compensation, Governance and Nominating Committee conducts a comprehensive annual assessment of the Board, its committees, the Board Chair and the committee Chairs. An annual assessment survey is sent to each Trustee for completion which canvasses the composition of the Board and committees, effectiveness of the Chair and committee Chairs and overall functioning and effectiveness of the Board and committees in terms of process and execution. The survey also provides the opportunity for confidential and subjective comments on areas for improvement or issues that are relevant or notable for the Board or committees.

Following receipt of the completed questionnaires, the Board Chair contacts each Trustee and conducts open and confidential one-on-one meetings to provide an additional opportunity for feedback with respect to the Board, its committees and a peer review of each individual Trustee.

The results from the assessments are then collated and presented by the Chair of the Compensation, Governance and Nominating Committee to the Board. The Board Chair and committee Chairs take into consideration the overall results and suggestions derived from the annual Board performance assessment in order to improve the functioning and activities of the Board and committees. This process is used by the Board and the Compensation, Governance and Nominating Committee (i) as an assessment tool; (ii) as a component of the regular review process of Board members' participation; (iii) to assist with the Board's succession planning; (iv) to improve functioning and activities of the Board and its committees; and (v) to determine appropriate individuals to stand for re-election to the Board.

Board Mandate

The mandate of the REIT's Board is one of stewardship and oversight of the REIT and its business. In fulfilling its mandate, the Board has adopted a written charter setting out its responsibility for, among other things, (i) participating in the development of and approving a strategic plan for the REIT; (ii) supervising the activities and managing the investments and affairs of the REIT; (iii) approving major decisions regarding the REIT; (iv) defining the roles and responsibilities of management; (v) reviewing and approving the business and investment objectives to be met by management; (vi) assessing the performance of and overseeing management; (vii) reviewing the REIT's debt strategy; (viii) identifying and managing risk exposure; (ix) ensuring the integrity and adequacy of the REIT's internal controls and management information systems; (x) succession planning; (xi) establishing committees of the Board, where required or prudent, and defining their mandate; (xii) maintaining records and providing reports to Unitholders; (xiii) ensuring effective and adequate communication with Unitholders, other stakeholders and the public; (xiv) determining the amount and timing of distributions to Unitholders; and (xv) acting for, voting on behalf of and representing the REIT as a holder of shares of certain of its subsidiaries, including BSR Trust, LLC. A copy of the Board's written charter is attached to this Information Circular as Schedule B.

Position Descriptions

Chair of the Board and Committee Chairs

The Board has adopted a written position description for the Chair of the Board, which sets out the Chair's key responsibilities, including, as applicable, duties relating to setting Board meeting agendas, chairing Board and Unitholder meetings, Trustee development and communicating with Unitholders and regulators. The Board has also adopted a written position description for each of the committee chairs which sets out each of the committee chair's key responsibilities, including duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee members and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Executive Vice-Chair

The Board has adopted a written position description and mandate which sets out the key responsibilities of the Executive Vice-Chair of the Board. The primary functions of the Executive Vice-Chair are to provide support to the Chair, act as a liaison between the REIT's management and the Chair, and perform chair responsibilities when the Chair cannot.

Chief Executive Officer

The Board has adopted a written position description and mandate for the Chief Executive Officer of the REIT which sets out the key responsibilities of the Chief Executive Officer. The primary functions of the Chief Executive Officer are to lead management of the business and affairs of the REIT, to lead the implementation of the resolutions and the policies of the Board, to supervise day to day management of the REIT and to communicate with Unitholders and regulators. The Chief Executive Officer mandate is considered by the Board for approval annually.

Orientation and Continuing Education

New Trustees

When new Trustees are elected to the Board, they can be expected to participate in a comprehensive orientation program. The orientation program familiarizes new Trustees with the REIT's business and operations, including structure, operations, and risks. They will be briefed on the role of the Board, its committees and the contributions individual Trustees are expected to make. New Trustees can also be expected to receive an orientation package containing all committee mandates and charters, copies of the REIT's policies and other background information on the REIT's business, operations and risks.

Continuing Education

The REIT's continuing education program for its Trustees involves the ongoing evaluation by the Compensation, Governance and Nominating Committee of the skills and competencies of existing Trustees. The Board is currently comprised of highly qualified and experienced Trustees with impressive levels of skill and knowledge. Many of the Trustees are seasoned business executives, directors or professionals with considerable experience, including as directors of other significant public companies. The Compensation, Governance and Nominating Committee continually monitors the composition of the Board and will recommend the adoption of a formal continuing education program should it be determined to be necessary.

As part of the REIT's continuing education program, Trustees:

• receive a comprehensive electronic package of information prior to each board and committee meeting;
• obtain a quarterly report on the REIT's operations and markets from management;
• receive updates and presentations from management and third parties (including advisors) on regulatory developments and trends and issues related to the REIT's business;
• receive reports on the work of Board committees following committee meetings;
• complete an annual tour of certain REIT properties(including virtually where necessary as a result of COVID-19);
• are encouraged to attend industry conferences and events; and
• receive an annual budget of \$2,500 per Trustee for the reimbursement of allreasonable costs for continuing education events, training opportunities, materials, subscriptions etc. that are relevant to their duties and responsibilities as a Trustee.

Ethical Business Conduct

The REIT has adopted a written code of business conduct and ethics (the "Code of Conduct") that applies to all Trustees, officers, and management of the REIT and its subsidiaries. The objective of the Code of Conduct is to provide guidelines for maintaining the integrity, reputation, honesty, objectivity and impartiality of the REIT and its subsidiaries. The Code of Conduct addresses compliance with laws, rules and regulations, conflicts of interest, corporate opportunities, protecting the REIT's assets, confidentiality, information protection, competition and fair dealing with securityholders, gifts and entertainment, payments to government personnel, lobbying, discrimination and harassment, health and safety, accuracy of records and reporting and use of e-mail and Internet services. As part of the Code of Conduct, any person subject to the Code of Conduct isrequired to avoid or fully disclose interests or relationships that are harmful or detrimental to the REIT's best interests or that may give rise to real, potential, or the appearance of, conflicts of interest. The Board has the ultimate responsibility for the stewardship of the Code of Conduct. The Code of Conduct is available on the REIT's website at www.bsrreit.com and on the SEDAR website at www.sedar.com.

In order to ensure compliance with the Code of Conduct, REIT personnel are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Employees may report violations of the Code of Conduct anonymously. It is the policy of the REIT not to allow retaliation for reports of misconduct by others made in good faith. It is, at the same time, unacceptable to file a report knowing it is false.

In addition, to foster a strong culture of ethical business conduct, the REIT has implemented several other policies discussed in further detail below and elsewhere in this Information Circular.

Whistleblower Policy

The REIT has adopted a whistleblower policy (the "Whistleblower Policy") which sets out established procedures for personnel of the REIT to confidentially and anonymously submit concerns to the Chair of the Audit Committee (who is independent of the REIT) or to a third-party reporting system regarding any accounting or auditing matter or any other matter which the individual believes to be in violation of the Code of Conduct.

Insider Trading Policy

The REIT's Insider Trading Policy expressly states that no one with any knowledge of a material fact or a material change in the affairs of the REIT that has not been generally disclosed to the public should purchase or sell any securities of the REIT, inform anyone of such material fact or material change (other than in the necessary course of business) or advise anyone to purchase, sell, hold or exchange securities of the REIT (or any other securities whose price or value may reasonably be expected to be affected by material changes affecting the REIT) until the information has been generally disclosed to the public and sufficient time has elapsed for such information to have been adequately disseminated to the public. For the purpose of implementing such principles, the Insider Trading Policy sets out a number of guidelines, including directives to Trustees, officers and employees of the REIT.

Disclosure and Confidential Information Policy

The REIT has adopted a disclosure and confidential information policy (the "Disclosure and Confidential Information Policy") which provides guidelines on the disclosure of material information and the protection of confidential information. The guidelines include the directive to disclose any material change in respect of the REIT, whether favourable or unfavourable, to the public promptly via news release and to not engage in selective disclosure. All written and oral disclosure, including news releases, must be approved, before public disclosure, by the disclosure committee of the REIT (or designated members thereof) and any two of the Chair of the Board, the Chair of the Audit Committee, the Chair of the Compensation, Governance and Nominating Committee and the Chair of the Investment Committee. The Disclosure and Confidential Information Policy also establishes guidelines with respect to electronic communications, dealings with the investment community and forward-looking information. To prevent the inadvertent disclosure of confidential information, the Disclosure and Confidential Information Policy provides that BSR personnel should not discuss the affairs of the REIT with, or make information about the REIT available to, outsiders and should take specific steps to preserve confidentiality where information is required to be disclosed to third parties.

Environmental and Social Responsibility Policy

At our core, BSR is focused on our company's impact on our residents, employees, stakeholders and communities where we operate and serve. The mission of BSR is to provide an exceptional living experience for residents at a community they are proud to call home while creating value for our Unitholders through strength, profitability and growth. BSR conducts business with integrity and strives for the highest ethical standards by always treating partners, team members, residents and vendors with respect, honesty and fairness. We believe that any interaction with our company should be a genuinely positive experience and we believe in leaving things better than we found them. This ideology has been integral to our success since the roots of the formation of BSR Trust, LLC in 1956.

The REIT's environmental and social responsibility policy outlines the REIT's approach to environmental sustainability and social responsibility from a corporate governance perspective as well as the REIT's commitments to embed these practices into its business model. Additionally, the REIT's enhanced diversity policy (the "Diversity Policy") reflects the REIT's commitment toward adding additional members to the REIT's Board of Trustees and senior management team with diversity in business and other professional experience, gender, geography, age, race and ethnicity.

The following is an outline of the REIT's ongoing efforts to summarize our organization's impact:

Our Residents

BSR is committed to providing healthy and safe living spaces as well as exceptional customer service to our residents.

• J Turner Research publishes Online Reputation Assessment ("ORA") scores that quantify and rank top properties and management companies in the United States. The ORA score is an aggregate compilation of a property's ratings across various review sites on a scale of 0 to 100 and serves as a benchmark to compare and contrast a company's individual properties. As it is independently sourced, the ORA score is a robust indicator of resident satisfaction. In 2020, BSR's ORA score was 79.58 and was ranked 4th among all publicly traded multifamily REITs operating in the United States (5th in 2019). In 2020, the average ORA score of all multifamily REITs was 73.47; the national ORA score was 65.73. Further, BSR's ORA score was 81.44 for 2021 and BSR expects to rank 2nd among all publicly traded multifamily REITs operating in the Units States

• To encourage resident health, wellness and quality of life, 100% of our apartment communities have onsite pools and fitness centers.
• For the convenience and accessibility of our residents, BSR uses virtual signatures on substantially all resident lease and related documents.
• Approximately 60% of our residents take advantage of the ability to pay virtually and submit service requests online, which also reduces waste.
• BSR provides its residents access to a credit builder program, which reports on-time rent payment history and paid-in-full status to TransUnion and Equifax to help residents build better credit scores. Residents also have access to credit insights, such as the factors that affect their score, and also credit monitoring and identity theft protection up to \$1 million.
• BSR offered rent deferral programs for residents who encountered reduced hours or job loss due to the COVID-19 pandemic and waived all late fees for a portion of 2020 to ease residents' hardship.
• BSR has a non-discrimination policy which protects residents and prospective residents from discrimination based on race, color, national origin, religion, sex, family status and disability as covered under the Fair Housing Act.

Our People

BSR is committed to maintaining a workplace culture that attracts, retains, and rewards the best and brightest people.

• For the fifth consecutive year, BSR was named as of one of the best places to work in the state of Arkansas by Arkansas Business and the Best Companies Group.
• As a result of our dedication to our employees, we have kept voluntary employee turnover below the industry average (29.3% in 2021 compared to the industry average of 32.2%). Further, the average tenure of our employees is five years.
• As of December 31, 2021, 44% of our employees chose to live at a BSR community, which shows the level of pride BSR team members have in our communities and also enhances the experience and service provided for all of our residents. Additionally, we provided \$895 in team member discounts on rent for those who choose to live at a BSR community.
• We perform a company-wide Team Member Satisfaction Survey every year and the feedback is meticulously reviewed by our executive team. Results are shared throughout the organization, along with action items from the results of the feedback in the survey. Our 2021 Team Member Satisfaction Survey had 71% participation by our employees, with a few key responses highlighted below:
• 94% of our team members say BSR provides them the opportunity to excel in their position through professional development and in-house training.
• 89% of our team members would confidently refer employment with us to a friend or colleague.

• 86% of our team members say their contributions to the company are recognized and appreciated.

• 90% of our team member say they look forward to going to work each day.

• Our comprehensive training program of 291 courses (79 offered in Spanish) including topics such as fair housing and safety compliance, team member orientation, sales, maintenance and management development training. Of the courses offered, 26% were created in-house, providing a highly tailored learning experience for our employees. In 2021, BSR employees completed 5,246 training hours.
• BSR team members have an opportunity to become "BSR Certified" which consists of completing orientation training and taking a certification exam with one of our area proctors. Certifications are available for the following positions: Community Manager, Assistant Community Manager, Leasing Specialist and Service Manager. Team members are able to test on a variety of position related policies and procedures to show they have a working knowledge of their role.
• For selected team members with a desire for advancement, our career succession program frames out a tailored development plan for promotion with specified performance goals, training requirements and respective certifications. In 2021, we promoted 33 team members internally. Of those promotions, 15% were graduates of the succession program and we currently have 15 candidates who are in the program or have graduated and are waiting for an opportunity to become available.
• Each quarter, we celebrate team member achievements in our internal newsletter, recognizing teams and individuals who demonstrated exceptional performance and excellence. We also use social media and our intranet site to celebrate our team members for achievements and certifications. Finally, our annual Celebration of Excellence Award Ceremony is for our on-site management and corporate team to gather and be recognized with awards based on financial performance and overall excellence.
• Our annual Maintenance Appreciation Week is a special time to reward the work performed and show appreciation to our service team members.
• We conduct salary surveys to create pay ranges for positions to ensure fair and equal pay.
• During the COVID-19 pandemic, we have offered additional bonuses and paid time off for employees related to sick time and childcare.

Our Stakeholders and Governance

BSR is committed to good corporate governance to maximize shareholder value in a manner consistent with the highest standards of integrity.

• The Board maintains oversight of the individual committees' responsibilities and environmental, social and governance (ESG) matters as a whole, along with overall enterprise risk management.
• The Diversity Policy reflects the REIT's commitment toward adding additional members to the REIT's Board and senior management team with diversity in business and other professional experience, gender, geography, age, race and ethnicity.
• Our executive management team, including our Chief Executive Officer and Chief Financial Officer, maintain regular contact with a broad base of investors, including through quarterly earnings calls, individual meetings and other channels of communication, to understand their concerns. In 2021, senior management met with approximately 55 institutional investors, 12 research analysts, investment advisors at 13 banks and attended four investor conferences (mostly virtual).

• BSR maintains high quality IT infrastructure and cybersecurity monitoring initiatives.

• Select members of BSR management and the Board actively monitor our third-party anonymous whistleblower hotline.

• Our Board survey is held every year, which is collectively discussed and reviewed to gauge completeness and effectiveness of corporate governance.
• BSR maintains the Code of Conduct, as well as a disclosure and confidential information policy, and on an annual basis each employee receives an updated employee handbook and acknowledges their review of the company's policies and procedures.

Our Communities and Environment

BSR is committed to operating in an environmentally responsible manner, and we continue to identify and implement innovative sustainable practices.

• BSR formed the Home Away from Home Foundation (the "Foundation") in 2021 which will provide apartment homes for those needing to travel for extended medical treatment and requiring temporary housing. The Foundation is currently raising funding and will leverage with BSR communities in our key markets in 2022 to fulfill its mission by partnering with area medical facilities specializing in longer term treatments.
• In 2022, BSR intends to continue a significant investment into smart home and energy management technology with a rollout across approximately 4,000 additional apartment units to support more efficient energy usage and improve the overall resident experience. We expect to see an energy reduction of 15- 20% for our residents and for BSR for apartment units under this program.
• In 2022, BSR is investing in smart waste management across all properties to optimize dumpster capacity and identify contamination issues.
• As of December 31, 2021, utilities for 65% of BSR properties are sub-metered. On average, properties that are sub-metered are 38% more efficient than a non sub-metered property due to residents directly paying for their actual usage.
• The REIT actively manages the energy consumption of vacant units to reduce waste.
• BSR uses smart irrigation systems to conserve water usage through the analysis of weather data.
• BSR uses a third-party utility biller providing vacant apartment unit charge backs, energy consumption variance reporting, pre-acquisition energy audits and detection of water leaks.
• When identifying properties to acquire, the REIT obtains a Phase I environmental report conducted by independent and experienced consultants prior to an acquisition, and if recommended, the REIT also obtains a Phase II environmental report.
• Air filters and suite appointments are changed and inspected on a quarterly basis.
• When performing renovations, the REIT uses low-flow toilets, LED lighting, high efficiency fixtures and Energy Star approved appliances to reduce water and energy consumption, if not previously installed.

Diversity

The REIT is committed to fostering an open and inclusive workplace culture. The REIT underscores a commitment to diversity and recognizes it as an important asset. The REIT and its affiliates are firmly committed to providing equal opportunity in all aspects of employment.

The Compensation, Governance and Nominating Committee values and considers diversity as part of its overall annual evaluation of Trustee nominees for election or re-election, as well as candidates for management positions.

Gender and geography (subject to the limitations set forth in the Declaration of Trust) are of particular importance to the REIT in ensuring diversity within the Board and management. Recommendations concerning Trustee nominees are, foremost, based on merit and performance, but diversity is taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present at the Board and management levels.

In furtherance of the REIT's commitment to diversity at the Board level, the Board has adopted the Diversity Policy. The Diversity Policy emphasizes the REIT's belief in diversity and the potential for diversity in the composition of the Board and senior management of the REIT, to advance the best interests of the REIT. In this context, diversity may encompass a variety of dimensions (including, among other things, diversity in business and other professional expertise and experience, gender, geography, age, race and ethnicity), the relative importance of which may change from time to time.

The Board recognizes the importance of positions being filled by the most suitable and competent individuals and that bias and discrimination – whether conscious or unconscious – may inhibit, among other things, diversity and the selection, retention and promotion of individuals based on merit. The Board also recognizes that "the tone is set at the top" and the processes applicable to determining the composition of the Board and senior management will have significant impact on attracting and retaining individuals throughout the REIT.

As specified in the Diversity Policy, diversity, including the level of representation of women, is considered by the REIT, the Board and the Compensation, Governance and Nominating Committee in the identification and nomination of Trustees and in the hiring of senior management. In furtherance of the foregoing principles, the Diversity Policy, as amended on March 8, 2022, provides that the Board and Compensation, Governance and Nominating Committee are committed to obtaining at least 30% representation of women on the Board by the Meeting and thereafter. The Board appointed Teresa Neto on January 1, 2022 and intends to fulfill its 30% target with the nomination and appointment of Jane Marshall as a new Trustee at the Meeting. These two women bring a wealth of experience in real estate management and diversity of perspective to the Board.

Any third parties engaged by the REIT to assist in identifying possible members of the Board or senior management of the REIT are to be advised of the REIT's recognition of the potential benefits of diversity and the need for the process pursued by the third party on behalf of the REIT to minimize the potential adverse impact of bias and discrimination. The Board also recognizes the importance of Trustee continuity in the composition of the Board and balances this criterion with importance of diversity.

The Board ensures compliance with the Diversity Policy by requiring that the Compensation, Governance and Nominating Committee conduct annual reviews of the Diversity Policy and an assessment of its effectiveness.

There are currently two female Trustees on the Board (22%) and one female executive officer of the REIT or any of its major subsidiaries (17%). If all ten Trustee nominees are appointed to the Board at the Meeting, there will be three female Trustees on the Board (30%), and three of the seven independent board members will be women (43%).

Conflicts of Interest

The Declaration of Trust contains "conflict of interest" provisions to protect Unitholders without creating undue limitations on the REIT. As the Trustees are engaged in a wide range of real estate and other activities, the Declaration of Trust contains provisions, similar to those contained in the Canada Business Corporations Act, that require each Trustee to disclose to the REIT, at the first meeting of Trustees at which a proposed contract or transaction is considered, any interest in a material contract or transaction or proposed material contract or transaction with the REIT (including a contract or transaction involving the making or disposition of any investment in real property or a joint venture agreement) or the fact that such person is a director or officer of or otherwise has a material interest in any person who is a party to a material contract or transaction or proposed material contract or transaction with the REIT. If a material contract or transaction or proposed material contract or transaction is one that in the ordinary course would not require approval by the Trustees, a Trustee is required to disclose in writing to the REIT, or request to have entered into the minutes of meetings of Trustees, the nature and extent of his or her interest forthwith after the Trustee becomes aware of the contract or transaction or proposed contract or transaction. In any case, a Trustee who has made disclosure to the foregoing effect is not be entitled to vote on any resolution to approve the contract or transaction unless the contract or transaction primarily relates to his or her remuneration or is for an indemnity under the provisions of the Declaration of Trust or the purchase or maintenance of liability insurance.

All decisions of the Board require the approval of a majority of the Trustees present in person or by phone at a meeting of the Board, except for each of the following matters which also require the approval of a majority of the independent Trustees:

• an acquisition of a property or an investment in a property, whether by co-investment or otherwise, in which any related party of the REIT has any direct or indirect interest, whether as owner, operator or manager;
• a material change to any agreement with a related party of the REIT or any renewal, extension or termination thereof or any increase in any fees (including any transaction fees) or distributions payable thereunder;
• the entering into of, or the waiver, exercise or enforcement of any rights or remedies under, any agreement entered into by the REIT, or the making, directly or indirectly, of any co-investment, in each case with (a) any Trustee, (b) any entity directly or indirectly controlled by any Trustee or in which any Trustee holds a significant interest, or (c) any entity for which any Trustee acts as a director or other similar capacity;
• the refinancing, increase or renewal of any indebtedness owed by or to (a) any Trustee, (b) any entity directly or indirectly controlled by any Trustee or in which any Trustee holds a significant interest, or (c) any entity for which any Trustee act as a director or other similar capacity;
• decisions relating to any claims by or against one or more parties to any agreement with any related party to the REIT; or
• the appointment of members of the board of directors of BSR REIT Holdings, Inc., a subsidiary of the REIT.

In connection with any transaction involving the REIT, including any transaction which requires the approval of a majority of the independent Trustees, the Board has the authority to retain external legal counsel, consultants or other advisors to assist it in negotiating and completing such transaction without consulting or obtaining the approval of any officer of the REIT.

Board Committees

The Board has established three committees: (i) the Audit Committee; (ii) the Compensation, Governance and Nominating Committee; and (iii) the Investment Committee.

Audit Committee

The Audit Committee must consist of at least three Trustees, all of whom must be persons determined by the Board to be both independent Trustees and financially literate within the meaning of National Instrument 52-110 – Audit Committees("NI 52-110") and all of whom must be residents of Canada. The Audit Committee is currently comprised of Bryan H. Held (Chair), Teresa Neto, Graham D. Senst and Elizabeth A. Wademan, each of whom has been determined by the REIT to be independent and is a resident of Canada. Mr. Held is a Chartered Professional Accountant (FCPA, FCA), has previous experience serving on audit committees and was a partner of Arthur Andersen & Co. Ms. Neto has twelve years of experience as a Chief Financial Officer for publicly-traded real estate investment trusts in Canada and holds a Chartered Professional Accountant, CPA, CA designation and has a B.A. from Laurentian University. Mr. Senst holds an Honours and Masters of Business Administration from the Ivey School of Business and has previous experience serving on public boards. Ms. Wademan is a CFA charterholder, obtained a Bachelor of Commerce from McGill University and has extensive experience in capital markets. Each of the Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of the Audit Committee, see "Matters to be Considered at the Meeting – 3. Election of Trustees – Nominees".

The Board has adopted a written charter for the Audit Committee, which sets out the Audit Committee's responsibilities. The Audit Committee's responsibilities include: (i) reviewing the REIT's procedures for internal control with the REIT's auditors and Chief Financial Officer; (ii) reviewing and approving the engagement of the auditors; (iii) reviewing annual and quarterly financial statements and all other material continuous disclosure documents, including the REIT's annual information form and management's discussion and analysis; (iv) assessing the REIT's senior financial and accounting personnel; (v) assessing the REIT's accounting policies; (vi) reviewing the REIT's risk management procedures; (vii) reviewing any significant transactions outside the REIT's ordinary course of business and any pending litigation involving the REIT; (viii) overseeing the work and reviewing of the independence of the external auditors and (ix) reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management.

The Audit Committee is responsible for reviewing related party transactions and the disclosure in respect thereof. The Compensation, Governance and Nominating Committee is also responsible for assisting the Board in relation to evaluating related party transactions and other matters involving conflicts of interest, other than to the extent to which such matters fall within the mandate of the Audit Committee. In the case of any transactions or agreement in respect of which a Trustee or executive officer of the REIT has a material interest, the Trustee or officer is required to disclose his or her interest. Where applicable, he or she is also generally required to exclude him or herself from any deliberations or votes relating to such transaction or agreement.

The Audit Committee receives regular reports from management with respect to the REIT's systems, policies, controls and procedures that management has implemented to identify, manage and mitigate risks related to information technology. Further to its responsibilities outlined in the charter, the Audit Committee reviews annually with management and the Board the REIT's information governance policies and programs, privacy, information technology and cyber security risk exposures identified by management, and the adequacy of the steps management has taken to monitor and mitigate privacy, information technology and cyber security risks.

The Audit Committee has direct communication channels with the Chief Financial Officer and the external auditors of the REIT to discuss and review such issues as the Audit Committee may deem appropriate.

Reference is made to the AIF for information relating to the Audit Committee as required under Form 52-110F1 – Audit Committee Information Required in an AIF. The AIF is available on the SEDAR website at www.sedar.com. Upon request, the REIT will promptly provide a copy of the AIF free of charge to a Unitholder of the REIT.

Compensation, Governance and Nominating Committee

The Compensation, Governance and Nominating Committee must be comprised of at least three Trustees, a majority of whom must be persons determined by the Board to be independent Trustees and a majority of whom must be residents of Canada. The Compensation, Governance and Nominating Committee is charged with reviewing, overseeing and evaluating the compensation, corporate governance and nominating policies of the REIT. The Compensation, Governance and Nominating Committee is currently comprised of Elizabeth A. Wademan (Chair), Bryan H. Held and Neil J. Labatte, each of whom has been determined by the REIT to be independent and is a resident of Canada. For additional details regarding the Compensation, Governance and Nominative Committee, see "Compensation – Compensation Governance – Compensation, Governance and Nominating Committee".

Investment Committee

The Investment Committee must be comprised of at least three Trustees, a majority of whom must be persons determined by the REIT to be independent Trustees and residents of Canada and each of whom must have at least five years of substantial experience in the real estate industry. The Investment Committee is charged with assessing particular acquisition opportunities based on a variety of factors, including the expected risk-adjusted returns, credit fundamentals, liquidity, availability of adequate financing, borrowing costs and macroeconomic conditions. The Investment Committee is currently comprised of Graham D. Senst (Chair), John S. Bailey and Neil J. Labatte, a majority of whom have been determined by the REIT to be independent Trustees.

The Board has adopted a written charter for the Investment Committee setting out its responsibilities and duties. The Investment Committee's primary responsibility is reviewing proposed transactions (including acquisitions, dispositions and financings) with management and making recommendations regarding such transactions to the Board. Given the nature of the REIT's business, the Investment Committee has delegated authority to management of the REIT to approve individual investments less than \$65 million and meeting certain other acquisition criteria. The Investment Committee has the authority to approve investments above such criteria, however full Board approval is required if an investment exceeds 20% of the Gross Book Value (as defined below) of the REIT in a given year. The Investment Committee also has the overall responsibility of ensuring that the REIT's investment transactions comply with the REIT's investment guidelines and operating policies, as referenced in Sections 6.1 and 6.2, respectively, of the REIT's Declaration of Trust. The Investment Committee carries out its responsibilities with a view to achieving the REIT's strategic objectives of acquiring a portfolio of high quality assets and delivering the benefits of such real estate ownership to Unitholders.

The Board believesthat the members of the Investment Committee individually and collectively possess the requisite knowledge, skill and experience in investment matters to fulfill the Investment Committee's mandate. For additional details regarding the relevant education and experience of each member of the Investment Committee, see "Matters to be Considered at the Meeting – 3. Election of Trustees – Nominees".

Succession Planning

The Board is responsible for providing guidance and oversight on succession management processes for the Chief Executive Officer and other key executives. As part of its mandate, the Compensation, Governance and Nominating Committee periodically reviews with the Board the succession plans relating to the position of the Chief Executive Officer and other senior positions. In addition, management is regularly asked to work with the Board to assess and enhance talent within the organization with the goal of investing time and resources in the managerial capabilities of its existing and future leaders.

Specifically, the succession planning process of the REIT includes periodically reviewing the REIT's organizational structure and considering policies and principles for the selection and retention of executive management. This includes identifying prospects for high-performing executives, comprehensive training and development for future executives and current executives, including by third party consultants, replacement scenarios for unexpected events and cross-training and development opportunities for the currentsenior management team. When required, the REIT also supplements with external hiring to address talent gaps and acquire critical skills. Specific customized succession plans are prepared to address any identified gaps or anticipated exits, as was the case with the recent promotion of Daniel Oberste to Chief Executive Officer of the REIT.

As a result of the Compensation, Governance and Nominating Committee's ongoing efforts in succession planning over the course of the past few years, in consultation with the Board, Mr. Oberste was selected to succeed Mr. Bailey as Chief Executive Officer upon Mr. Bailey's transition to Executive Vice-Chair Board. Effective January 1, 2022, Mr. Oberste was promoted to Chief Executive Officer, in addition to his offices of President and Chief Investment Officer of the REIT, bringing extensive business leadership, real estate management and investment strategy skills to the role. This was the culmination of a tailored succession plan for the REIT's Chief Executive Officer that included a comprehensive internal identification and selection process and in-depth training and transition plan for Mr. Oberste.

Risk Oversight

The Board is responsible for identifying the principal risks of the REIT's business and ensuring these risks are being appropriately managed. The Board periodically discusses with management guidelines and policies with respect to risk assessment, risk management, and major strategic, financial and operational risk exposures, and the steps management has taken to monitor and control any exposure resulting from such risks. The Board relies on the President, Chief Executive Officer & Chief Investment Officer, Co-President and Chief Operating Officer, Chief Financial Officer, Chief Administrative Officer and Chief Accounting Officerto supervise day-to-day risk management, and management reports periodically to the Audit Committee and Board of Trustees on risk management matters. A discussion of the primary risks facing the REIT's business are discussed in the REIT's AIF available on the SEDAR website at www.sedar.com.

In order to identify and address any material risks, the REIT has an enterprise risk management program through which risks are identified, reported to the Board, and then assessed and evaluated based on the REIT's vulnerability to the risk and the potential impact that the underlying risk would have on the REIT's ability to execute its strategies and achieve its objectives. On a quarterly basis, management provides an update on the status of the key risks under the enterprise risk management framework based on significant changes from the prior update, anticipated impacts in future quarters, and significant changes in key risk indicators. In addition, long-term risk levels are assessed to monitor potential long-term risk impacts, which may assist in risk mitigation planning activities. The REIT's management, Audit Committee and Board are responsible for the review and oversight of the REIT's privacy, information technology and cyber security risk exposures specifically.

EQUITY INCENTIVE PLAN

Material Features of the Equity Incentive Plan

The material features of the Equity Incentive Plan are summarized below.

Administration and Eligibility

The Equity Incentive Plan is administered by the Board, provided that the Board may, in its discretion, delegate its administrative powers under the Equity Incentive Plan to the Compensation, Governance and Nominating Committee. The Board has the authority to, among other things, determine eligibility for awards to be granted, determine, modify or waive the type or types of, and terms and conditions of, awards, to accelerate the vesting or exercisability of awards, to interpret the terms and provisions of the Equity Incentive Plan and any award agreement, and to otherwise do all things necessary or appropriate to carry out the purposes of the Equity Incentive Plan. The Board of Trustees' decisions with respect to the Equity Incentive Plan and any award under the Equity Incentive Plan are binding upon all persons. All Trustees, officers, employees and consultants of the REIT and its designated affiliates who, in the opinion of the Board, have dedicated significant time and attention to the affairs and business of the REIT are eligible to participate in the Equity Incentive Plan.

Types of Awards

The Equity Incentive Plan provides for awards of Restricted Units, Performance Units, Deferred Units, Options, and other awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Units, each as defined and discussed under "Compensation – Equity Incentive Plan Awards".

The number of Restricted Units, Performance Units, or Deferred Units, as applicable, granted at any particular time pursuant to the Equity Incentive Plan is calculated by dividing (i) the dollar value of the participant's award, by (ii) the market value of a Unit on the award date. "Market value" of a Unit at any date for purposes of the Equity Incentive Plan means the volume weighted average price of all Units traded on the TSX for the five trading days immediately preceding such date (or, if such Units are not listed and posted for trading on the TSX, on such stock exchange on which such Units are listed and posted for trading as may be selected for such purpose by the Board of Trustees). In the event that the Units are not listed and posted for trading on any stock exchange, the market value shall be the fair market value of the Units as determined by the Board of Trustees in its sole discretion.

Wherever cash distributions are paid on the Units, additional Restricted Units, Performance Units or Deferred Units, as the case may be, are credited to the participant's account. The number of such additional Restricted Units, Performance Units or Deferred Units, as the case may be, is calculated by multiplying the aggregate number of Restricted Units, Performance Units or Deferred Units (in each case, vested and unvested), as the case may be, held on the relevant distribution record date by the distribution paid by the REIT on each Unit, and dividing the result by the market value of the Units on the Distribution Date. These additional Restricted Units, Performance Units or Deferred Units, as the case may be, vest on the same basis as the initial Restricted Units, Performance Units or Deferred Units, as the case may be, to which they relate.

With respect to Options, in order to facilitate the payment of the exercise price of the Options, the Equity Incentive Plan has a cashless exercise feature (with a deduction from the number of Units available for issuance under the Equity Incentive Plan equal to the Units actually granted to the participant pursuant to such cashless exercise). The participant may elect to surrender their Options to the REIT in consideration for an amount from the REIT equal to (i) the market value of the Units issuable on the exercise of such Option as of the date such Option is exercised, less (ii) the aggregate exercise price of the Option surrendered relating to such Units. The REIT shall satisfy payment of such amount by delivering to the participant the number of Units (rounded down to the nearest whole number) having a fair market value equal to such amount.

Under no circumstances are Restricted Units, Performance Units, Deferred Units and Options considered Units nor do they entitle a participant to any rights as a Unitholder, including, without limitation, voting rights, distribution entitlements (other than as set out above) or rights on liquidation.

Units Subject to the Equity Incentive Plan and Participation Limits

The maximum number of Units that are available for issuance under the Equity Incentive Plan is 3,970,824, which represents approximately 12.73% of the issued and outstanding Units as of December 31, 2021 (or 7.65% of the outstanding Units determined as if all Class B Units are redeemed for Units), or such greater number as may be determined by the Board and approved by the Unitholders and, if required, by any relevant stock exchange or other regulatory authority. In Fiscal 2021, the REIT granted 41,217 Restricted Units and 64,729 Performance Units to executive officers, and 49,398 Deferred Units to Trustees. As of December 31, 2021, there were a total of 502,694 Restricted Units, Performance Units and Deferred Units, in the aggregate, outstanding, representing approximately 1.61% of the issued and outstanding Units (or 0.97% of the outstanding Units determined as if all Class B Units are redeemed for Units). As of December 31, 2021, there were 3,468,130 Units remaining available for grant under the Equity Incentive Plan, representing approximately 11.11% of the issued and outstanding Units (or 6.68% of the outstanding Units determined as if all Class B Units are redeemed for Units).

Units underlying Options that have expired or have been cancelled will become available for subsequent issuance under the Equity Incentive Plan. Units underlying Restricted Units, Performance Units and Deferred Units that have expired or have been cancelled or settled in cash or without issuing Units from treasury will become available for subsequent issuance under the Equity Incentive Plan. Any Units issued by the REIT through the assumption or substitution of outstanding Options or other equity-based awards from an acquired company shall not reduce the number of Units available for issuance pursuant to the exercise of awards granted under the Equity Incentive Plan.

The number of Units issuable to insiders of the REIT at any time pursuant to all of the REIT's security-based compensation arrangements, including the Equity Incentive Plan, shall not exceed 10% of the outstanding Units on a non-diluted basis, and the number of Units issued to insiders of the REIT within any one-year period pursuant to all of the REIT's security-based compensation arrangements, including the Equity Incentive Plan, shall not exceed 10% of the outstanding Units on a non-diluted basis. The maximum aggregate value of securities issuable to any nonmanagement Trustee under the Equity Incentive Plan shall not exceed \$150,000 per annum, which limitations do not apply to (i) grants of Deferred Units made pursuant to the Equity Incentive Plan in lieu of any cash retainer, or

(ii) a one-time initial grant of Deferred Units or Units to a non-management Trustee upon such Trustee joining the Board.

Termination of Employment

Unless otherwise determined by the Board, and subject to the specific terms of the participant's employment agreement, upon a participant's resignation or the termination of a participant's employment with the REIT for any reason, (a) all unvested awards granted pursuant to the Equity Incentive Plan shall immediately terminate, (b) all vested Deferred Units, Restricted Units and Performance Units shall be redeemable; provided that if such awards are not redeemed within 30 days of termination or resignation such awards shall be settled for Units on such date without any action required on the part of the participant, and (c) all vested Options will be exercisable until the date that is 12 months after the date of termination or resignation, following which they will expire.

Change in Control

Unless otherwise determined by the Board, if a participant's employment is terminated without cause or the participant resigns with good reason, in each case, within 12 months following a change of control of the REIT, all Performance Units, Restricted Units and Deferred Units granted under the Equity Incentive Plan that have not otherwise vested will immediately vest and be settled and all Options will immediately vest and be exercisable until the earlier of 12 months after the termination date and the expiry date of the Options, after which time all Options will expire.

In the event of a change of control of the REIT, the Board has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any awards granted under the Equity Incentive Plan, including ensuring that the REIT or any entity which is or would be the successor to the REIT or which may issue securities in exchange for the Units upon the change of control will assume each outstanding award, or provide each participant with new, replacement or amended awards which will continue to vest following the change of control on similar terms and conditions as provided in the Equity Incentive Plan, failing which all outstanding awards will vest and be settled (having regard to the performance achieved prior to the change of control in respect of Performance Units) or be exercisable, as applicable, prior to the date on which the change of control is consummated.

The Board has modified the foregoing arrangements in respect of certain of the NEOs. See "Compensation – Employment Agreements – Named Executive Officers" and "Compensation – Termination and Change of Control Benefits".

Assignability

Except as required by law, the rights of participants under the Equity Incentive Plan are not transferable or assignable.

Adjustments

In the event of an extraordinary distribution, securities based distribution, stock split or combination (including a reverse stock split) or any recapitalization, business combination, merger, amalgamation, consolidation, spin-off, exchange of Units, liquidation or dissolution of the REIT or other similar transaction affecting the Units, the Board will make such proportionate adjustments, if any, as it determines in its sole discretion to the number and kind of Units available for issuance under the Equity Incentive Plan, the annual per-participant Unit limits, the number, class, exercise price (or base value), performance objectives applicable to outstanding awards and any other terms of outstanding awards affected by such transaction to preserve the proportionate rights and obligations of the participants under the Equity Incentive Plan. The Board may also make adjustments of the type described in the preceding sentence to take into account distributions and events other than those listed above if it determines that adjustments are appropriate to avoid distortion in the operation of the Equity Incentive Plan and to preserve the proportionate rights and obligations of the participants under the Equity Incentive Plan.

Discontinuance and Amendments

The Board may amend the Equity Incentive Plan or outstanding awards, or terminate the Equity Incentive Plan as to future grants of awards, except that the Board is not able to alter the terms of an award if it would affect materially and adversely a participant's rights under the award without the participant's consent. Notwithstanding the above, Unitholder approval is required for the following amendments to the Equity Incentive Plan:

• increasing the number of Units available for issuance under the Equity Incentive Plan, except pursuant to the provisions in the Equity Incentive Plan which permit the plan administrator to make equitable adjustments in the event of transactions affecting the REIT or its capital;
• increasing or removing the insider participation limit;
• reducing the exercise price of an Option, except pursuant to the provisions in the Equity Incentive Plan which provide for the plan administrator to make equitable adjustments in the event of transactions affecting the REIT or its capital;
• extending the term of any award granted beyond its original expiry date;
• permitting an Option to be exercisable beyond ten years from its date of grant (except where an expiry date would have fallen within a blackout period of the REIT);
• modifying the class of persons eligible for participation in the Equity Incentive Plan;
• increasing the length of the period after a blackout period during which Options may be exercised;
• permitting awards to be transferred other than for normal estate settlement purposes; and
• deleting or reducing the range of amendments which require approval of the Unitholders.

Without limiting the generality of the Board's discretion to amend the Equity Incentive Plan, and subject to the above, Unitholder approval is not required for, among others, the following amendments to the Equity Incentive Plan:

• amending the general vesting provisions of each award;
• amending the provisions with respect to termination of employment or services;
• adding covenants of the REIT for the protection of participants, as the case may be, provided that the plan administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the participants, as the case may be;
• making amendments not inconsistent with the Equity Incentive Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the plan administrator, having in mind the best interests of the participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, provided that the plan administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the participants and Trustees; or
• making such changes or corrections which, on the advice of counsel to the REIT, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the plan administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the participants.

Burn Rate

The following table sets forth the annual burn rate, calculated in accordance with the rules of the TSX, in respect of the Equity Incentive Plan for each of the three most recently completed financial years:

	Fiscal 2021	Fiscal 2020	Fiscal 2019
Number of Units granted under the Equity Incentive Plan	155,344	176,283	166,219
Weighted average of outstanding Units	51,407,230	45,136,847	41,288,567
Annual Burn Rate(1)	0.3%	0.4%	0.4%

Notes:

(1) The annual burn rate is calculated as follows and expressed as a percentage:

Number of securities granted under the specific plan during the applicable fiscal year

÷ Weighted average number of securities outstanding for the applicable fiscal year

TRUSTEES' AND OFFICERS' INSURANCE AND INDEMNIFICATION

The REIT has obtained trustees' and officers' liability insurance policies, which cover indemnification of Trustees and officers of the REIT in certain circumstances. In connection with the REIT's initial public offering, the REIT obtained a six-year prospectus liability insurance policy providing coverage to the Trustees and officers of the REIT, the REIT itself and BSR Trust, LLC, as the promoter, subject to certain limits, deductibles and other terms and conditions. In addition, the REIT has entered into indemnification agreements with each of its Trustees and officers for liabilities and costs in respect of any action or suit against them in connection with the execution of their duties, subject to customary limitations prescribed by applicable law.

INDEBTEDNESS OF TRUSTEES AND OFFICERS

None of the Trustees, executive officers, employees, former executive officers or former employees of the REIT or any of its subsidiaries, and none of their respective associates, is or has at any time since the beginning of the most recently completed financial year been indebted to the REIT or any of its subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by the REIT or any of its subsidiaries.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than the election of Trustees, none of the Trustees or executive officers of the REIT who have been a Trustee or executive officer at any time since the beginning of the REIT's last financial year, none of the proposed nominees for election as Trustees of the REIT, and no associate or affiliate of any of the foregoing, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Trustees of the REIT, no informed person (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the REIT, no proposed Trustee of the REIT and no known associate or affiliate of any such informed person or proposed Trustee, during the year ended December 31, 2021, has or has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction which has or would materially affect the REIT or any of its subsidiaries. Pursuant to the Declaration of Trust, a majority of the independent Trustees must approve all related-party transactions of the REIT. See the REIT's annual financial statements and annual management's discussion and analysis ("MD&A") in respect of the year ended December 31, 2021 for a description of related party transactions (as defined in Multilateral Instrument 61-101 –

Protection of Minority Security Holders in Special Transactions) of the REIT in Fiscal 2021, none of which were material to the REIT.

OTHER BUSINESS

The Trustees are not aware of any matters intended to come before the Meeting other than those items of business set forth in the Notice of Meeting accompanying this Information Circular. If any other matters properly come before the Meeting, it is the intention of the persons named in the Form of Proxy and VIF to vote in respect of those matters in accordance with their judgment.

ADDITIONAL INFORMATION

Financial information is provided in the REIT's comparative financial statements and the REIT's MD&A for the year ended December 31, 2021. Copies of the REIT's financial statements for the year ended December 31, 2021, together with the auditors' report thereon, the MD&A, the AIF and this Information Circular are available upon written request to the REIT (at BSR Real Estate Investment Trust, 1400 W. Markham, Suite 202, Little Rock, AR 72201, U.S.A., Attention: Susan Koehn, Chief Financial Officer). The REIT may require payment of a reasonable charge if the request is made by a person who is not a Unitholder. These documents and additional information relating to the REIT may also be found on the SEDAR website at www.sedar.com and on the REIT's website at www.bsrreit.com.

NON-IFRS MEASURES

In addition to reported International Financials Reporting Standards ("IFRS") measures, the REIT uses certain non-IFRS financial measures, including certain real estate industry metrics, to measure, compare and explain the operating results and financial performance of the REIT. These non-IFRS financial measures include funds from operations ("FFO"), adjusted funds from operations ("AFFO") and net operating income ("NOI"). These measures are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS.

The Board is ultimately responsible for vetting all non-IFRS financial measures used by the REIT in its reporting, including with respect to determining annual and long-term compensation awarded to the named executive officers of the REIT, and scrutinizes any adjustments proposed by management of the REIT before implementing such measures. The Board determines the appropriateness of individual adjustments based on reporting standards and a review of measures used by comparable real estate investment trusts and companies, as well as direction from KPMG. In Fiscal 2021, no material adjustments were made to the non-IFRS measures used by the REIT and the REIT has been consistent in its calculation methodology with respect to non-IFRS measures since its inception in 2018.

FFO, AFFO and NOI

In February 2019, the Real Property Association of Canada ("REALPAC"), published a white paper titled "White Paper on Funds from Operations & Adjusted Funds from Operations for IFRS". The purpose of the white paper is to provide reporting issuers and investors with guidance on the definition of FFO and AFFO and to help promote more consistent disclosure from reporting issuers. The REIT's method of calculating FFO and AFFO is substantially in accordance with REALPAC's recommendations, but may differ from other issuers' methods and, accordingly, may not be comparable to FFO and AFFO, respectively, reported by other issuers.

The REIT defines FFO as IFRS consolidated net income or loss adjusted for items such as unrealized changes in the estimated fair value of investment properties, the effect of changes in value of puttable instruments classified as financial liabilities, property taxes accounted for under IFRS Interpretations Committee – 21 Levies, transaction costs expensed as a result of the purchase of a property being accounted for as a business combination, transaction costs expensed as a result of the issuance of convertible debentures, changes in the fair value of financial instruments which are economically effective hedges but do not qualify or were not designated for hedge accounting, losses on extinguishment of debt, change in tenant in common interests and operational revenue and expenses from right of use assets and transaction costs expensed as a result of property dispositions. FFO should not be construed as an alternative to net income (loss) or cash flows provided by or used in operating activities determined in accordance with IFRS. The REIT regards FFO as a key measure of operating performance.

The REIT defines AFFO as FFO adjusted for items such as actual maintenance capital expenditures incurred, straightline rental revenue differences, severance/retention costs associated with the disposition of investment properties and realized rental guaranties associated with properties in lease up. AFFO should not be construed as an alternative to net income (loss) or cash flows provided by or used in operating activities determined in accordance with IFRS. The REIT regards AFFO as a key measure of operating performance.

The REIT defines NOI as total revenue from properties (i.e. rental revenue and other property income) less direct property operating expenses and realty taxes accounted for in accordance with IFRS, except for adjustments related to IFRS Interpretations Committee – 21 Levies. NOI should not be construed as an alternative to net income determined in accordance with IFRS. Additionally, the REIT elects to adjust for severance/retention costs on dispositions. The REIT's method of calculating NOI may differ from other issuers' methods and, accordingly, may not be comparable to NOI reported by other issuers. The REIT regards NOI as an important measure of the income generated from the income producing properties and is used by the REIT in evaluating the performance of the REIT's properties. It is also a key input in determining the value of the REIT's properties.

See the REIT's most recent MD&A available on the SEDAR website at www.sedar.com for a reconciliation of FFO, AFFO and NOI to the most directly comparable IFRS measure.

Other Real Estate Industry Metrics

Additionally, the REIT uses certain other real estate industry metrics that could be considered non-IFRS financial measures, which metrics are defined below.

"AFFO Payout Ratio" is defined as total cash distributions of the REIT (including distributions on Class B Units) divided by AFFO.

"AFFO per Unit" is defined as AFFO divided by the weighted average Unit count for the period, which is representative of the combined Units, Class B Units and issued Deferred Units.

"Annual Cash Distribution Yield" is defined as the per annual per Unit distributions of the REIT divided by the price of value of a Unit.

"Debt to Gross Book Value Ratio" is calculated by dividing debt, which consists of total loans and borrowings and convertible debentures, by Gross Book Value.

"FFO per Unit" is defined as FFO divided by the weighted average Unit count for the period, which is representative of the combined Units, Class B Units and issued Deferred Units.

"Gross Book Value" means the book value of the total assets of the REIT and its consolidated subsidiaries, as shown on its then most recent consolidated statement of financial position prepared in accordance with IFRS. Note that this definition differs from the definition of "Gross Book Value" in the REIT's Declaration of Trust.

"Liquidity" is defined as (a) cash and cash equivalents (unrestricted), plus (b) borrowing capacity available under any existing credit facilities.

"NAV" means net asset value and is calculated as the sum of the value of Unitholders' equity and Class B Units as of the balance sheet date.

"NAV per Unit" is calculated by dividing NAV by the number of Units, Class B Units and issued Deferred Units outstanding as of the balance sheet date.

"NOI margin" is defined as NOI divided by total revenue.

"Same community" results are used by management to evaluate period-over-period performance of investment properties fully-owned by the REIT during both respective periods. Same Community results represent total revenues, property operating expenses, real estate taxes and property tax liability adjustment, net (IFRIC 21). These results remove the impact of acquisitions and dispositions.

APPROVAL OF TRUSTEES

The contents and the sending of this Information Circular to the Unitholders have been approved by the Board of Trustees.

BY ORDER OF THE BOARD OF TRUSTEES

Dated: March 8, 2022 "Neil J. Labatte"

Chair of the Board of Trustees BSR Real Estate Investment Trust

SCHEDULE A: Declaration of Trust Amendment and Board Size Resolution

RESOLUTION OF THE UNITHOLDERS OF BSR REAL ESTATE INVESTMENT TRUST (the "REIT")

BE IT RESOLVED AS A RESOLUTION OF UNITHOLDERS THAT:

1. The second amended and restated declaration of trust of the REIT dated April 23, 2020 be amended as follows to increase the maximum size of the Board from nine trustees to ten trustees, as approved by the board of trustees of the REIT (the "Board") on March 8, 2022 (the "Amendment"):

Section 3.1 shall be amended by deleting the following stricken words and adding the following underlined words:

3.1 Number

There shall be a minimum of one and a maximum of nine ten Trustees. The number of Trustees within such minimum and maximum numbers may be changed by the Unitholders or the Trustees from time to time at their discretion.

• 1. The Amendment is hereby confirmed, ratified and approved.
• 1. The size of the Board, within the minimum and maximum set forth above, is hereby increased from nine trustees to ten trustees.
• 1. Any trustee or officer of the REIT is authorized to execute or cause to be executed on behalf of the REIT and the trustees of the REIT or to prepare and deliver or cause to be prepared and delivered all such documents, agreements and instruments or cause to be done all such other acts and things as such trustee or officer shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby (including an amended and restated declaration of trust), such determination to be conclusively evidenced by the execution or preparation and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE B: Charter of the Board of Trustees

CHARTER OF THE BOARD OF TRUSTEES (the "Charter")

1. Purpose

The purpose of this Charter is to set out the mandate and responsibilities of the board of trustees (the "Board") of BSR Real Estate Investment Trust (the "REIT"). By approving this Charter, the Board confirms its responsibility for the stewardship of the REIT and its affairs. This stewardship function includes responsibility for the matters set out in this Charter. The responsibilities of the Board described herein are pursuant to, and subject to, the provisions of applicable statutes and the Declaration of Trust of the REIT and do not impose any additional responsibilities or liabilities on the trustees at law or otherwise.

2. Composition

The Board shall be constituted with a majority of individuals who qualify as "independent" as defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), provided, however, that if at any time a majority of the trustees are not independent because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of any trustee who was an independent trustee within the meaning of NI 58-101, this requirement shall not be applicable for a period of 60 days thereafter, during which time the remaining trustees shall appoint a sufficient number of trustees who qualify as "independent" to comply with this requirement.

Pursuant to NI 58-101, an independent trustee is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a trustee's independent judgment.

3. Responsibilities of the Board of Trustees

The Board is responsible for the stewardship and oversight of the REIT and in that regard shall be specifically responsible for:

• (a) participating in the development of and approving a strategic plan for the REIT;
• (b) supervising the activities and managing the investments and affairs of the REIT;
• (c) approving major decisions regarding the REIT;
• (d) defining the roles and responsibilities of management;
• (e) reviewing and approving the business and investment objectives to be met by management;
• (f) assessing the performance of and overseeing management;
• (g) issuing securities of the REIT for such consideration as the Board may deem appropriate, subject to applicable law;

• (h) reviewing the REIT's debt strategy;

• (i) identifying and managing risk exposure;

• (j) ensuring the integrity and adequacy of the REIT's internal controls and management information systems;
• (k) succession planning;
• (l) establishing committees of the Board, where required or prudent, and defining their mandate;
• (m) establishing and maintaining procedures and policies to ascertain trustee independence;
• (n) maintaining records and providing reports to unitholders;
• (o) ensuring effective and adequate communication with unitholders, other stakeholders and the public;
• (p) determining the amount and timing of distributions to unitholders; and
• (q) acting for, voting on behalf of and representing the REIT as a holder of shares of BSR REIT Holdings, Inc. and, indirectly, the Class A Units of BSR Trust, LLC.

It is recognized that every trustee in exercising powers and discharging duties must act honestly and in good faith with a view to the best interest of the REIT. Trustees must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In this regard, they will comply with their duties of honesty, loyalty, care, diligence, skill and prudence.

In addition, trustees are expected to carry out their duties in accordance with policies and regulations adopted by the Board from time to time, the current Trustees' Regulations being annexed as Schedule A to the REIT's Declaration of Trust.

It is expected that management will co-operate in all ways to facilitate compliance by the Board with its legal duties by causing the REIT and its subsidiaries to take such actions as may be necessary in that regard and by promptly reporting any data or information to the Board that may affect such compliance.

4. Expectations of Trustees

The Board has developed a number of specific expectations of trustees to promote the discharge by the trustees of their responsibilities and to promote the proper conduct of the Board.

• (a) Commitment and Attendance. All trustees are expected to maintain a high attendance record at meetings of the Board and the committees of which they are members. Attendance by telephone or video conference may be used to facilitate a trustee's attendance.
• (b) Preparation for Meetings. All trustees are expected to review the materials circulated in advance of meetings of the Board and its committees and should arrive prepared to discuss the issues presented. Trustees are encouraged to contact the Chair of the Board (the "Chair"), the Chief Executive Officer and any other appropriate executive officer(s) of the REIT to ask questions and discuss agenda items prior to meetings.

• (c) Participation in Meetings. Each trustee is expected to be sufficiently knowledgeable of the business of the REIT, including its financial statements, and the risks it faces, to ensure active and effective, and candid and forthright participation in the deliberations of the Board and of each committee on which he or she serves.

• (e) Other Board Memberships and Significant Activities. The REIT values the experience trustees bring from other boards on which they serve and other activities in which they participate, but recognizes that those boards and activities also may present demands on a trustee's time and availability and may present conflicts or legal issues, including independence issues. Each member of the Board should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the member's time and availability for his or her commitment to the REIT. Trustees should advise the Chair and the Chief Executive Officer before accepting membership on other public company boards or any audit committee or other significant committee assignment on any other board, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the member's relationship to the REIT.

• (f) Personal Conduct. Trustees are expected to: (i) exhibit high standards of personal integrity, honesty and loyalty to the REIT; (ii) project a positive image of the REIT to news media, the financial community, governments and their agencies, unitholders and employees; (iii) be willing to contribute extra efforts, from time to time, as may be necessary including, among other things, being willing to serve on committees of the Board; and (iv) disclose any potential conflict of interest that may arise with the affairs or business of the REIT and, generally, avoid entering into situations where such conflicts could arise or could reasonably be perceived to arise.
• (g) Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each member of the Board will maintain the confidentiality of information received in connection with his or her service as a trustee.

5. Meetings

The Board will meet not less than four times per year: three meetings to review quarterly results and one meeting prior to the issuance of the annual financial results of the REIT. The Board shall meet periodically without management present to ensure that the Board functions independently of management. At each Board meeting, unless otherwise determined by the Board, an in-camera meeting of independent trustees will take place, which session will be chaired by the Chair of the Board. In discharging its mandate, the Board and any committee of the Board will have the authority to retain and receive advice from outside financial, legal or other advisors (at the cost of the REIT) as the Board or any such committee determines to be necessary to permit it to carry out its duties.

The Board appreciates having certain members of senior management attend each Board meeting to provide information and opinion to assist the trustees in their deliberations. Management attendees who are not Board members will be excused for any agenda items which are reserved for discussion among trustees only.

6. Board Meeting Agendas and Information

The Chair, in consultation with management, will develop the agenda for each Board meeting. Agendas will be distributed to the trustees before each meeting, and all trustees shall be free to suggest additions to the agenda in advance of the meeting.

Whenever practicable, information and reports pertaining to Board meeting agenda items will be circulated to the trustees in advance of the meeting. Reports may be presented during the meeting by members of the Board, management and/or staff, or by invited outside advisors. It is recognized that under some circumstances, due to the confidential nature of matters to be discussed at a meeting, it will not be prudent or appropriate to distribute written materials in advance.

7. Measures for Receiving Unitholder Feedback

All publicly disseminated materials of the REIT shall provide for a mechanism for feedback of unitholders.

8. Telephone Board Meetings

A trustee may participate in a meeting of the trustees or in a committee meeting by means of telephone, electronic or such other communications facilities as permit all persons participating in the meeting to communicate with each other and a trustee participating in such a meeting by such means is deemed to be present at the meeting.

While it is the intent of the Board to follow an agreed meeting schedule as closely as possible, it is felt that, from time to time, with respect to time sensitive matters telephone board meetings may be required to be called in order for trustees to be in a position to better fulfill their legal obligations. Alternatively, management may request the trustees to approve certain matters by unanimous written consent.

9. Expectations of and Access to Management

Management shall be required to report to the Board at the request of the Board on the performance of the REIT, new and proposed initiatives, the REIT's business and investments, management concerns and any other matter the Board or its Chair may deem appropriate. In addition, the Board expects management to promptly report to the Chair any significant developments, changes, transactions or proposals respecting the REIT or its subsidiaries. All members of the Board should be free to contact management at any time to discuss any aspect of the REIT's business. Trustees should use their judgement to ensure that any such contact is not disruptive to the operations of the REIT. The Board expects that there will be frequent opportunities for members of the Board to meet with management in meetings of the Board and committees, or in other formal or informal settings.

10. Access to Outside Advisors

The Board may, in its sole discretion, retain and obtain the advice and assistance of such advisors as it deems necessary to fulfil its duties and responsibilities under this Charter. The Board may set the compensation and oversee the work of such advisors to be paid by the REIT.

11. Communications Policy

The Board shall approve the content of the REIT's major communications to unitholders and the investing public including any Annual Report, Management Information Circular, Annual Information Form and any prospectuses which may be issued. The Audit Committee shall review and recommend to the Board the approval of the quarterly and annual financial statements (including the Management Discussion & Analysis) and press releases relating to financial matters. The Board also has responsibility for monitoring all of the REIT's external communications. However, the Board believes that it is generally the function of management to speak for the REIT in its communications with the investment community, the media, customers, suppliers, employees, governments and the general public. The Board will appoint an independent, non-executive trustee to be available to unitholders with concerns should communications with management fail to resolve the issue or such contact is inappropriate.

The Board shall have responsibility for reviewing the REIT's policies and practices with respect to disclosure of financial and other information including insider reporting and trading. The Board shall approve and monitor the disclosure policies designed to assist the REIT in meeting its objective of providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities law. The Board shall review the REIT's policies relating to communication and disclosure on an annual basis.

The Board has responsibility for the integrity of the REIT's internal control and management information systems. All material matters relating to the REIT and its business require the prior approval of the Board, subject to the Board's ability to delegate such matters to, among others, the REIT's Audit Committee, Investment Committee, Compensation, Governance and Nominating Committee, Disclosure Committee and management. Management is authorized to act, without Board approval, on all ordinary course matters relating to the REIT's business subject to any management authority guidelines adopted by the Board.

The Audit Committee has responsibility for ensuring internal controls are appropriately designed, implemented and monitored and for ensuring that management's financial reporting is fairly presented, even though management may be charged with developing and implementing the necessary procedures.

13. Delegation of Powers

The trustees may establish one or more committees and may delegate to such committees any of the powers of the Board. The trustees may also delegate powers to manage the business and affairs of the REIT to such of the officers of the REIT as they, in their sole and absolute discretion, may deem necessary or desirable to appoint, and define the scope of and manner in which such powers will be exercised by such persons as they may deem appropriate.

The Board retains responsibility for oversight of any matters delegated to any trustee(s) or any committee of the Board, to management or to other persons.

14. Board Effectiveness

The Board shall review and, if determined appropriate, approve the recommendations of the applicable committee of the Board, if any, concerning formal position descriptions for the Chair, and for each committee of the Board, and for the Chief Executive Officer, provided that in approving a position description for the Chief Executive Officer, the Board shall consider the input of the Chief Executive Officer and shall develop and approve corporate goals and objectives that the Chief Executive Officer is responsible for meeting (which may include goals and objectives relevant to the Chief Executive Officer's compensation, as recommended by the applicable committee of the Board, if any).

The Board shall review and, if determined appropriate, adopt a process recommended by the applicable committee of the Board, if any, for reviewing the performance and effectiveness of the Board as a whole, the committees of the Board and the contributions of individual trustees on an annual basis.

15. Education and Training

The Board will provide newly elected trustees with an orientation program to educate them on the REIT, their roles and responsibilities on the Board or Committees, as well as the REIT's internal controls, financial reporting and accounting practices. In addition, trustees will, from time to time, as required, receive: (a) training to increase their skills and abilities, as it relates to their duties and their responsibilities on the Board; and (b) continuing education about the REIT to maintain a current understanding of the REIT's business, including its operations, internal controls, financial reporting and accounting practices.

16. No Rights Created

This Charter is a broad policy statement and is attended to be part of the Board's flexible governance framework. While this Charter should comply with all applicable law and the REIT's constating documents, this Charter does not create any legally binding obligations on the Board, any Committee, any trustee or the REIT.

SCHEDULE A TO THE CHARTER OF THE BOARD OF TRUSTEES BSR REAL ESTATE INVESTMENT TRUST TRUSTEES' REGULATIONS

INTERPRETATION

• 1. Interpretation. In these Trustees' Regulations, unless the context otherwise specifies or requires:
• (a) all terms used in these Trustees' Regulations not otherwise defined herein shall have the meanings given to such terms in the Declaration of Trust;
• (b) words importing the singular number only shall include the plural and vice versa and words importing a specific gender shall include the other gender; and
• (c) the headings used in these Trustees' Regulations are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

MEETINGS OF TRUSTEES

• 1. Place and Time of Meeting. All meetings of the Trustees called by the giving of notice shall be held at a place in Canada and, unless consented to in writing by a majority of the Trustees, on a Business Day which place and time shall be specified in the notice.
• 1. Notice. The notice of any meeting may but need not specify the purpose of or the business to be transacted at the meeting.
• 1. Adjournment. Any meeting of Trustees may be adjourned from time to time by the chairperson of the meeting, with the consent of the meeting, to another business day at a fixed time and place. Notice of any adjourned meeting of Trustees is not required to be given if the time and place of the adjourned meeting is announced at the original meeting, but notice of the adjourned meeting shall be given to the Trustees not present at such original meeting by delivering (not mailing) the same not less than one day (exclusive of the day on which the notice is delivered but inclusive of the day for which notice is given) before the adjourned meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Trustees who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
• 1. Minutes of Meetings. The Chair of Trustees shall appoint a secretary to act as secretary of each meeting of the Trustees and of the Unitholders. Written records and minutes of all meetings of Trustees shall be maintained by the secretary of each meeting and shall be placed in the minute book of the Trust. Any written records and minutes of meetings of any committee of Trustees shall be maintained by the secretary of such meeting may but need not be placed in the minute book of the Trust. There shall be inserted or entered into the records and minutes of the meetings of Trustees all written disclosures or requests made to have entered into the minutes of the meeting, of the nature and extent of a Person's interest in a material agreement or transaction or proposed material agreement or transaction with the Trust made pursuant to Section 4.10 of the Declaration of Trust.

FOR THE PROTECTION OF TRUSTEES AND OFFICERS

1. For the Protection of Trustees and Officers. The provisions of the Declaration of Trust pertaining to the liability and indemnification of Trustees shall apply mutatis mutandis to the officers of the Trust or Persons who act or acted at the Trust's request as a director or officer of a body corporate of which the Trust is or was a shareholder or creditor, and his heirs and legal representatives.

The Trust shall also indemnify any such Person in such other circumstances as the Declaration of Trust or law permits, subject to the Declaration of Trust, or requires. Nothing in these Trustees' Regulations shall limit the right of any Person entitled to indemnity to claim indemnity apart from the provisions of these Trustees' Regulations to the extent permitted by the Declaration of Trust or law.

OFFICERS

1. Appointment and Removal. The Trustees may annually or more often, pursuant to the provisions of the Declaration of Trust, appoint the officers of the Trust who may or may not be Trustees. Notwithstanding the foregoing, each incumbent officer of the Trust shall continue in office until the earliest of (a) his resignation, which resignation shall be effective at the time a written resignation is received by the Trust or at the time specified in the resignation, whichever is later, (b) the appointment of his successor, (c) his removal, and (d) his death. The Trustees may from time to time and subject to the provisions of the Declaration of Trust, prescribe, vary, add to or limit the duties and powers of any officer.

All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Trustees at any time, with or without cause.

• 1. Chairperson. The Chair of Trustees shall be appointed from among the Trustees. The Chair shall preside as chair at all meetings of the Trustees and at all meetings of the Unitholders, unless a Trustee who is not the Chair is selected to do so by the Trustees in accordance with Section 9.5 of the Declaration of Trust.
• 1. Powers and Duties. Subject to the provisions of the Declaration of Trust, all officers of the Trust shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Trustees.
• 1. Duties May be Delegated. Subject to the provisions of the Declaration of Trust, in case of the absence or inability to act of any officer of the Trust or for any other reason that the Trustees may deem sufficient, the Trustees may delegate all or any of the powers of such officer to any other officer or to any Trustee for the time being.
• 1. Vacancies. If the office of any officer of the Trust shall be or become vacant by reason of death, resignation, removal or otherwise, the Trustees may appoint a Person to fill such vacancy.

UNITHOLDERS' MEETINGS

• 1. Place and Time of Meetings. Each meeting of the Unitholders shall be held at a place in Canada on a Business Day which place and time shall be specified in the notice calling the meeting.
• 1. Notice. A printed, written or typewritten notice stating the day, hour and place of any meeting of the Unitholders as well as the purpose shall be given by serving such notice on each Unitholder entitled to vote at such meeting, on each Trustee and on the auditor of the Trust in the manner provided for in the Declaration of Trust and in these Trustees' Regulations. A meeting of the Unitholders may be held for any purpose on any day and at any time without notice if all of the Unitholders and all other Persons entitled to attend such meeting are present in Person or, where appropriate, represented by proxy at the meeting (except where a Unitholder or other Person attends the meeting for the express purpose of objecting to

the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the Unitholders and all other Persons entitled to attend such meeting who are not present in Person or, where appropriate, represented by proxy thereat waive notice before or after the date of such meeting.

• 1. Waiver of Notice. A Unitholder and any other Person entitled to attend a meeting of the Unitholders may in any manner waive notice of a meeting of the Unitholders and attendance of any such Person at a meeting of the Unitholders shall constitute a waiver of notice of the meeting except where such Person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
• 1. Votes. Every question submitted to any meeting of the Unitholders, other than in respect of a Special Resolution, shall be decided in the first instance by a show of hands unless a Person entitled to vote at the meeting has demanded a ballot.

A ballot may be demanded either before or after any vote by show of hands by any Person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a chairperson or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of Trustees, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairperson of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

Where two or more Persons hold the same Unit or Units jointly, one of those holders present at a meeting of the Unitholders may, in the absence of the other or others, vote the Unit or Units but if two or more of those Persons who are present, in Person or by proxy vote, they shall vote as one on the Unit or Units jointly held by them.

At any meeting of the Unitholders unless a ballot is demanded, a declaration by the chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

1. Proxies. At every meeting at which he is entitled to vote, every Unitholder and/or Person appointed by proxy and/or individual so authorized to represent a Unitholder who is present in Person shall have one vote on a show of hands. Upon a ballot at which he is entitled to vote, every Unitholder present in Person or represented by proxy or by an individual so authorized shall (subject to the provisions, if any, of the Declaration of Trust) have one vote for every Unit held by him.

A proxy shall be executed by the Unitholder or his attorney authorized in writing or, if the Unitholder is a body corporate or association, by an officer or attorney thereof duly authorized. If the Units are publicly traded, a proxy appointing a proxyholder ceases to be valid one year from its date.

A proxy may be in the following form:

The undersigned Unitholder of BSR Real Estate Investment Trust hereby appoints _________________________ of ___________________ or failing him or her, ____________________ as the nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the said meeting of the Unitholders of the said Trust to be held on the day of and at any adjournment thereof in the same manner, to the same extent and with the same power as if the undersigned were present at the said meeting or such adjournment thereof. This proxy is [not] solicited by or on behalf of management of the Trust.

DATED this day of

Signature of Unitholder

__________________________

The Trustees may from time to time institute procedures regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of the Unitholders is to be held and for particulars of such proxies to be sent by telecopier or in writing before the meeting or adjourned meeting to the Trust or any agent of the Trust for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such procedures shall be valid and shall be counted. The chairperson of any meeting of the Unitholders may, in his discretion, accept telecopier or written communication as to the authority of any Person claiming to vote on behalf of and to represent a Unitholder notwithstanding that no proxy conferring such authority has been lodged with the Trust, and any votes given in accordance with such telecopier or written communication accepted by the chairperson of the meeting shall be valid and shall be counted.

17. Adjournment. The chairperson of any meeting of the Unitholders may with the consent of the meeting adjourn the same from time to time to another Business Day at a fixed time and place and no notice of such adjournment need be given to the Unitholders. Any business may be brought before or dealt with at any adjourned meeting for which no notice is required which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Persons who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting the original meeting shall be deemed to have terminated forthwith after its adjournment.

• 1. Quorum. No business shall be transacted at any meeting of the Unitholders unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting of the Unitholders or within 30 minutes thereafter, the Persons present and entitled to vote may adjourn the meeting to another business day not less than 14 days later at a fixed time and place, but may not transact any other business and the provisions of paragraph 17 with regard to notice shall apply to such adjournment.
• 1. Minutes of Meetings. Written records and minutes of each meeting of the Unitholders shall be maintained by the secretary of each meeting and shall be placed in the minute book of the Trust.

CERTIFICATES

1. Certificates. Certificates representing Units shall be signed by at least one Trustee or officer of the Trust holding office at the time of signing and unless otherwise decided by the Trustees, by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the Trust and any signatures required on a certificate representing Units may be printed or otherwise mechanically reproduced thereon.

A certificate representing Units containing the signature of a Person which is printed, engraved, lithographed or otherwise mechanically reproduced thereon may be issued notwithstanding that the Person has ceased to be a Trustee or an officer, as the case may be, of the Trust and shall be as valid as if he were a Trustee or an officer, as the case may be, at the date of its issue.

TRANSFER OF UNITS

1. Register. The Register shall be kept as provided for in the Declaration of Trust at the principal office of the Trust in Toronto, Ontario.

VOTING SHARES AND SECURITIES IN BODIES CORPORATE

1. Voting Shares and Securities in Bodies Corporate. All of the shares or other securities carrying voting rights of any body corporate held from time to time by the Trust may be voted at any and all meetings of shareholders or holders of other securities (as the case may be) of such body corporate and in such manner and by such Person or Persons as the Trustees shall from time to time determine. The duly authorized signing officers of the Trust may also from time to time execute and deliver for and on behalf of the Trust proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the Trustees.

NOTICES

• 1. Service. If a notice or document is sent to a Unitholder by prepaid first-class mail in accordance with the provisions of the Declaration of Trust and the notice or document is returned on three consecutive occasions because the Unitholder cannot be found, it shall not be necessary to send any further notices or documents to the Unitholder until he informs the Trust in writing of his new address.
• 1. Units Registered in More Than One Name. All notices or other documents with respect to any Units registered in more than one name shall be given to whichever of such Persons is named first in the records of the Trust and any notice or other document so given shall be sufficiently given to all of the holders of such Units.
• 1. Deceased Unitholders. Any notice or other document delivered or sent in a manner contemplated in the Declaration of Trust to the address of any Unitholder as the same appears in the records of the Trust shall, notwithstanding that such Unitholder be then deceased, and whether or not the Trust has notice of his death, be deemed to have been duly served in respect of the Units held by such Unitholder (whether held solely or with any other Person or Persons) until some other Person be entered in his stead in the records of the Trust as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his heirs, executors or administrators and on all Persons, if any, interested through him or with him in such Units.
• 1. Signature to Notices. The signature of any Trustee or officer of the Trust to any notice or document to be given by the Trust may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
• 1. Computation of Time. Where a given number of days' notice or notice extending over a period is required to be given under any provisions of the Declaration of Trust or these Trustees' Regulations, the day of service or posting of the notice or document shall not, unless it is otherwise provided, be counted in such number of days or other period, but the day of receipt of the notice or document shall, unless it is otherwise provided, be counted in such number of days or other period.
• 1. Proof of Service. With respect to every notice or other document sent by post, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in the Declaration of Trust and in these Trustees' Regulations and put into a post office or into a letter box. A certificate of an officer of the Trust in office at the time of the making of the certificate or of a transfer officer of any transfer agent or branch transfer agent of Units of the Trust as to facts in relation to the sending or delivery of any notice or other document to any Unitholder, Trustee, officer or auditor of the Trust or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every Unitholder, Trustee, officer or auditor of the Trust, as the case may be.

CHEQUES, DRAFTS AND NOTES

1. Cheques, Drafts and Notes. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers of the Trust or Person or Persons, whether or not officers of the Trust, and in such manner as the Trustees may from time to time designate.

CUSTODY OF SECURITIES

1. Custody of Securities. All shares and other securities owned by the Trust shall be lodged (in the name of the Trust) with a chartered bank or a trust company, in a safety deposit box or with a law firm acting on behalf of the Trust or, if so authorized by resolution of the Trustees, with such other depositories or in such other manner as may be determined from time to time by the Trustees.

All shares and other securities belonging to the Trust may be issued, or held in the name of a nominee or nominees of the Trust (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and any shares or other securities so issued or held shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.

EXECUTION OF INSTRUMENTS

1. Execution of Instruments. All contracts, documents or instruments in writing requiring the signature of the Trust may be signed by any officer or Trustee of the Trust and all contracts, documents and instruments in writing so signed shall be binding upon the Trust without any further authorization or formality. The Trustees shall have power from time to time to appoint any officer or officers, or any Person or Persons, on behalf of the Trust either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The term "contracts, documents or instruments in writing" as used in these Trustees' Regulations shall include (without limitation) security certificates, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations and conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings.

Without limiting the foregoing, any officer or Trustee of the Trust shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Trust and to sign and execute all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

The signature or signatures of the officers and Trustees of the Trust and/or of any other Person or Persons appointed as aforesaid by the Trustees may, if specifically authorized by the Trustees, be printed, engraved, lithographed or otherwise mechanically reproduced upon any contracts, documents or instruments in writing or bonds, debentures or other securities of the Trust executed or issued by or on behalf of the Trust and all contracts, documents or instruments in writing or bonds, debentures or other securities of the Trust on which the signature or signatures of any one or more of the foregoing officers or Trustees or the officers or Persons authorized as aforesaid shall be so reproduced pursuant to such authorization by the Trustees shall be deemed to have been manually signed by each such officer, Trustee or Person whose signature is so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that any such officer, Trustee or Person whose signature is so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or bonds, debentures or other securities of the Trust.

INCONSISTENCIES WITH DECLARATION OF TRUST OF TRUST

1. Inconsistencies. In the event of any conflict or inconsistency between these Trustees' Regulations and the provisions of the Declaration of Trust, as amended, restated or amended and restated from time to time, the provisions hereof shall be ineffective and shall be superseded by the provisions of such Declaration of Trust to the extent necessary to resolve such conflict or inconsistency.