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Nexus Industrial REIT Proxy Solicitation & Information Statement 2023

Apr 13, 2023

47186_rns_2023-04-12_97542c04-788f-498b-9723-cb33fad8b2d3.pdf

Proxy Solicitation & Information Statement

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Nexus Industrial REIT

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(the “REIT”)

FORM OF PROXY (“PROXY”)

Annual General Meeting May 12, 2023 at 11:00 a.m. EST Offices of Blakes, Cassels & Graydon LLP 199 Bay Street, 40th floor, Toronto, ON M5L 1A9 (the “Meeting”)

RECORD DATE: March 27, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: May 10, 2023 at 11:00 a.m. EST

VOTING METHOD

FILING DEADLINE FOR PROXY:May 10, 2023 at 11:00 a.m. EST FILING DEADLINE FOR PROXY:May 10, 2023 at 11:00 a.m. EST
**VOTING METHOD **
INTERNET Go towww.voteproxyonline.comand enter the 12digit control numberabove
FACSIMILE 416-595-9593
MAIL TSX Trust Company301 – 100 Adelaide Street WestToronto, Ontario,M5H 4H1

The undersigned hereby appoints Kelly Hanczyk, Chief Executive Officer of the REIT, whom failing Robert Chiasson, Chief Financial Officer and Secretary of the REIT (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Trustees 1. Election of Trustees FOR FOR FOR FOR FOR FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
a)Floriana Cipollone
b)Brad Cutsey
c)Justine Delisle
d)Louie Dinunzio
e)KellyHanczyk
f)Ben Rodney
2. Appointment of Auditor FOR WITHHOLD
Appointment ofPricewaterhouseCoopers LLPas Auditor of the REIT for the ensuing year and authorizing the Trustees to fix their remuneration.
3. Unit Option Plan Resolution FOR AGAINST
Confirming the adoption by the REIT of its existing Unit Option Plan.
1. Election of Trustees 1. Election of Trustees FOR FOR FOR FOR FOR FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
a)Floriana Cipollone
b)Brad Cutsey
c)Justine Delisle
d)Louie Dinunzio
e)KellyHanczyk
f)Ben Rodney
2. Appointment of Auditor FOR WITHHOLD
Appointment ofPricewaterhouseCoopers LLPas Auditor of the REIT for the ensuing year and authorizing the Trustees to fix their remuneration.
3. Unit Option Plan Resolution FOR AGAINST
Confirming the adoption by the REIT of its existing Unit Option Plan.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE REIT.

  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

  4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

Nexus Industrial REIT has elected to utilize notice-and-access and provide you with the following information:

Meeting materials are available electronically at www.sedar.com and also at https://docs.tsxtrust.com/2250.

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869 or email [email protected]. In order to receive a paper copy in time to vote before the meeting, your request should be received by May 3, 2023.

  1. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the REIT.

  2. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the REIT.

  3. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

  4. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

  5. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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