Plaza Retail REIT

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Notice of Annual & Special Meeting of Unitholders to be held on May 23, 2024

and

Management Information Circular dated April 8, 2024

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NOTICE OF ANNUAL & SPECIAL MEETING OF UNITHOLDERS & AVAILABILITY OF MEETING MATERIALS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of unitholders (“ Unitholders ”) of Plaza Retail REIT (“ Plaza ” or the “ Trust ”) will be held on Thursday, May 23, 2024 at 10:00 am (ADT) / 9:00 am (EDT). The Meeting will be held virtually to continue to allow for greater participation by all Unitholders. Unitholders and their proxyholders will be able to listen to the Meeting live, ask questions and, as described below, vote in real time, regardless of geographic location or particular circumstances.

At the Meeting, Unitholders will be asked to:

receive the consolidated financial statements of the Trust for the year ended December 31, 2023, together with the auditor’s report thereon;
elect the trustees of Plaza;
appoint Plaza’s auditor at a remuneration to be fixed by the trustees;
approve the Trust’s Amended and Restated Omnibus Equity Incentive Plan; and
transact such other business as may properly come before the Meeting, or any adjournment thereof.

Details of the matters to be addressed at the Meeting are set forth under the heading Matters to be acted upon at the Meeting in Plaza’s management information circular dated April 8, 2024 (the “ Circular ”).

Attendance and Voting at the Virtual Meeting

The Meeting can be accessed at www.virtualshareholdermeeting.com/PLZ2024. Unitholders will need the 16digit control number contained on the form of proxy or voting instruction form accompanying this Notice, as applicable, and access to an internet-connected device such as a laptop, computer, tablet or mobile phone for the full duration of the Meeting.

In order to determine how to vote, you must first determine whether you are: (i) a registered holder of units (“ Registered Unitholder ”); or (ii) a beneficial, or non-registered, holder of units (a “ Beneficial Unitholder ”).

You are a Registered Unitholder if your units are registered in your name with our transfer agent, TSX Trust Company.
You are a Beneficial Unitholder if your units are registered in the name of an intermediary such as a securities broker or financial institution. Most of our Unitholders are Beneficial Unitholders.

Only Registered Unitholders and duly appointed proxyholders (including Beneficial Unitholders who have appointed themselves as proxyholder) will be entitled to vote in real time at the Meeting. Beneficial Unitholders who do not duly appoint themselves as proxyholder may still access the Meeting and ask questions. Guests will be able to listen to the Meeting, but will not be able to vote or ask questions.

Detailed instructions about how to attend, appoint a proxyholder and, as applicable, vote online during the Meeting can be found in the Circular under the heading Important Information about the Meeting .

Even if you plan to attend the Meeting online, you are encouraged to vote in advance of the Meeting.

Voting by Proxy in Advance of the Meeting

Registered Unitholders will receive a form of proxy from Plaza’s proxy tabulator, Broadridge Financial Solutions Inc. (“ Broadridge ”). Beneficial Unitholders will receive a voting instruction form from their securities brokers or other intermediaries. As indicated therein, Unitholders may vote by proxy in a number of convenient ways:

via the Internet by going to www.proxyvote.com or scanning the QR Code on the proxy or voting instruction form to access the website;
by calling the toll-free number shown on the proxy or voting instruction form; or
 by completing and returning the proxy or voting instruction form by mail, in the envelope provided.

Whatever option you choose, please carefully follow the instructions contained on the form of proxy or voting instruction form and remember that you will need the 16-digit control number referenced thereon in order to cast your vote.

To be valid, Registered Unitholders must return their proxies to Broadridge by no later than 5:00 pm (ADT) / 4:00 pm (EDT) on Tuesday, May 21, 2024 (the “ proxy deadline ”). Beneficial Unitholders must return their voting instructions to their intermediaries, or as their intermediaries direct. Many securities brokers and other intermediaries delegate responsibility for obtaining voting instructions from clients to Broadridge, and Broadridge must receive those instructions at least one (1) business day in advance of the proxy deadline .

Eligibility to Vote

Unitholders of record at the close of business on April 4, 2024 will be entitled to one (1) vote at the Meeting for each unit held, as provided herein.

Notice-and-Access

As in past years, Plaza is utilizing “notice-and-access” to distribute Meeting materials to Unitholders. Notice- andaccess allows issuers to post electronic versions of proxy materials and annual financial statements online, via SEDAR+ and one other website, rather than mailing paper copies to security holders. Under notice-and-access, you still receive a proxy or voting instruction form enabling you to vote at the Meeting (as described above). However, instead of a paper copy of the Circular and Plaza’s annual report containing the comparative consolidated financial statements of the Trust for the year ended December 31, 2023 and management’s discussion and analysis of the Trust’s results of operations and financial condition for 2023 (collectively, the “ Annual Report ”), you receive this notice with information about how to access them electronically.

Notice-and-access allows for faster access to the Circular, reduces Plaza’s printing and mailing costs, and promotes environmental responsibility by decreasing both paper and energy consumption.

Unitholders with questions about notice-and-access can contact Broadridge Investor Communications toll free at 1-844-916-0609 (English) or 1-844-973-0593 (French), or email them to [email protected].

Where Meeting Materials are Posted & How to Obtain Paper Copies

Electronic copies of the Circular and Annual Report can be found under Plaza’s profile on SEDAR+ at www.sedarplus.ca and on Plaza’s website under Investor Relations/Financial Reports at https://plaza.ca/financial-reports-presentations-and-other-filings/. All Unitholders can obtain paper copies of these documents free of charge for up to one (1) year from the date the Circular is filed on SEDAR+. Unitholders with their 16-digit control number can request paper copies at www.proxyvote.com or by calling Broadridge at 1- 877-907-7643. If you do not have your 16-digit control number and wish to request paper copies, please contact Broadridge toll free at 1-844-916-0609 (English) or 1-844-973-0593 (French). If you request paper copies before the Meeting, Broadridge will send them to you within three (3) business days of receiving your request. If you request copies after the Meeting, they will be sent within ten (10) calendar days of receipt of your request.

A request for paper copies of the Circular and Annual Report which are required in advance of the Meeting should be made by Wednesday, May 8, 2024 in order to allow sufficient time for you to receive the copies and return your proxy or voting instruction form, as applicable, by its due date.

All Unitholders are reminded to review the Circular before voting.

DATED this 8[th] day of April, 2024.

_____ Kimberly Strange General Counsel & Secretary

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Management Information Circular for the Annual & Special Meeting of Unitholders to be held on May 23, 2024

Dated April 8, 2024

MEETING, PROXY AND VOTING INFORMATION .................................................................. 1 SOLICITATION OF PROXIES ..................................................................................................................................... 1 RECORD DATE AND ELIGIBILITY FOR VOTING ..................................................................................................... 1 IMPORTANT INFORMATION ABOUT THE MEETING ............................................................................................... 2 How to Attend the Meeting ..................................................................................................... 2 How to Participate in and Vote at the Meeting ........................................................................ 2 Submitting Questions ............................................................................................................. 4 Who to Contact if you Experience Technical Difficulties.......................................................... 5 Voting by Proxy in Advance of the Meeting ............................................................................. 5 Appointing your Proxyholder ................................................................................................... 5 How your Proxyholder will Vote .............................................................................................. 7 Proxy Deadline ....................................................................................................................... 7 Changing your Vote/Revoking your Proxy .............................................................................. 8 How to Attend the Meeting as a Proxyholder .......................................................................... 8 How to Attend the Meeting as a Guest ................................................................................... 9 VOTING UNITS AND PRINCIPAL HOLDERS THEREOF ......................................................................................... 9 Authorized Capital .................................................................................................................. 9 Principal Holders .................................................................................................................. 11 QUORUM ................................................................................................................................................................... 11 NOTICE-AND-ACCESS ............................................................................................................................................ 11 MATTERS TO BE ACTED UPON AT THE MEETING ............................................................ 12 RECEIVE FINANCIAL STATEMENTS ...................................................................................................................... 12 ELECTION OF TRUSTEES ....................................................................................................................................... 12 Advance Notice Policy .......................................................................................................... 13 Majority Voting Policy ........................................................................................................... 13 Voting on Individual Basis ..................................................................................................... 14 Trustees Nominated for Election ........................................................................................... 14 Qualifications and Areas of Expertise ................................................................................... 22 APPOINTMENT OF AUDITOR .................................................................................................................................. 23 Auditor Evaluation ................................................................................................................ 23 Audit Fees ............................................................................................................................ 24 2023 VOTING RESULTS .............................................................................................................. 24 APPROVAL OF AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN ................................. 25 OTHER MATTERS COMING BEFORE THE MEETING ......................................................... 25 STATEMENT OF EXECUTIVE COMPENSATION ................................................................. 26 COMPENSATION DISCUSSION AND ANALYSIS ................................................................................................... 26 Objectives ............................................................................................................................ 26 Elements of Compensation and Decision Making ................................................................. 26 AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN .................................................................... 32 Types of Awards Issuable under Plan .................................................................................. 32 Distribution Equivalents ........................................................................................................ 34 Administration and Eligibility ................................................................................................. 34 Blackout Period .................................................................................................................... 35 Recoupment ......................................................................................................................... 35 Authorized Units & Outstanding Awards ............................................................................... 35

Participation Limits ............................................................................................................... 36 Burn Rates ........................................................................................................................... 37 Assignability ......................................................................................................................... 37 Termination of Employment .................................................................................................. 37 Change in Control................................................................................................................. 37 Adjustments .......................................................................................................................... 38 Termination and Amendments .............................................................................................. 39 NEO EQUITY OWNERSHIP REQUIREMENTS .................................................................................. 40 EXECUTIVE COMPENSATION CLAWBACK ...................................................................................... 41 SUMMARY COMPENSATION TABLE ............................................................................................... 42 PERFORMANCE GRAPH ......................................................................................................................................... 43 COMPENSATION GOVERNANCE ........................................................................................................................... 44 Composition and Role of Governance & Compensation Committee ..................................... 44 Compensation Risk Management ......................................................................................... 45 Anti-Hedging......................................................................................................................... 45 INCENTIVE PLAN AWARDS ..................................................................................................................................... 46 Outstanding Unit-Based Awards - Unvested Restricted Unit Awards .................................... 46 Value Vested or Earned During the Year – Equity and Non-Equity ....................................... 47 PENSION PLAN BENEFITS...................................................................................................................................... 47 EMPLOYMENT AGREEMENTS & TERMINATION AND CHANGE OF CONTROL PROVISIONS ........................ 47 President & CEO .................................................................................................................. 48 Chief Financial Officer .......................................................................................................... 48 Executive Vice-President & Chief Investment Officer ............................................................ 49 Executive Vice-President Quebec/Ontario ............................................................................ 50 General Counsel & Secretary ............................................................................................... 50 TRUSTEE COMPENSATION ................................................................................................. 51 TRUSTEE COMPENSATION COMPONENTS ......................................................................................................... 51 SUMMARY COMPENSATION TABLE - TRUSTEES ............................................................................................... 52 TRUSTEE EQUITY OWNERSHIP REQUIREMENTS .............................................................................................. 53 INCENTIVE PLAN AWARDS ..................................................................................................................................... 55 Outstanding Unit-Based Awards and Value Vested during the Year ..................................... 55 TRUSTEES AND OFFICERS LIABILITY INSURANCE ............................................................................................ 55 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .................................................................................................................................. 55 INDEBTEDNESS OF TRUSTEES AND EXECUTIVE OFFICERS .......................................... 57 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ............................. 57 STATEMENT OF GOVERNANCE PRACTICES .................................................................... 57 PROPOSED BOARD OF TRUSTEES AND INDEPENDENCE ................................................................................ 57 OTHER PUBLIC ENTITY DIRECTORSHIPS & BOARD INTERLOCKS ................................................................. 58 CHAIR OF THE BOARD & MEETINGS OF INDEPENDENT TRUSTEES ............................................................... 59 BOARD MEETINGS AND ATTENDANCE RECORDS ............................................................................................. 59 BOARD MANDATE .................................................................................................................................................... 60 TERMS OF REFERENCE FOR THE CHAIR OF THE BOARD & VICE-CHAIR OF THE BOARD ......................... 61 TERMS OF REFERENCE FOR COMMITTEE CHAIRS ........................................................................................... 61 POSITION DESCRIPTION – PRESIDENT & CEO .............................................................................. 61 ORIENTATION AND CONTINUING EDUCATION .................................................................................................... 62

ETHICAL BUSINESS CONDUCT ............................................................................................................................. 63 CONFLICTS OF INTEREST ...................................................................................................................................... 64 EVALUATION OF THE COMPOSITION OF THE BOARD OF TRUSTEES ............................................................. 64 NOMINATION OF TRUSTEES .................................................................................................................................. 65 COMPENSATION ...................................................................................................................................................... 65 SUCCESSION PLANNING ........................................................................................................................................ 65 BOARD COMMITTEES ............................................................................................................................................. 65 DELEGATION OF AUTHORITY FOR INVESTING AND FINANCING ...................................................................... 66 ASSESSMENTS ......................................................................................................................................................... 66 TENURE OF TRUSTEES .......................................................................................................................................... 67 DIVERSITY, EQUITY & INCLUSION ........................................................................................................................ 67 ENVIRONMENTAL, SOCIAL AND GOVERNANCE ................................................................................................ 69 CYBER SECURITY & RISK MANAGEMENT .......................................................................................................... 69 ADDITIONAL INFORMATION ................................................................................................ 70

APPENDIX “A” – Amended and Restated Omnibus Equity Incentive Plan

APPENDIX “B” – Resolution to approve Amended and Restated Omnibus Equity Incentive Plan

FORWARD LOOKING INFORMATION

This Circular contains or incorporates by reference information which may constitute “forward-looking information” or “forward-looking statements” under applicable securities laws (collectively, “ forwardlooking information ”). Statements other than statements of historical fact contained in this Circular may be forward-looking information. Forward-looking information can generally be identified by the use of forward-looking terminology such as “outlook”, “objective”, “expect”, “intend”, “believe”, “plan”, “anticipate”, “may”, “will”, “could”, “would”, “should”, “might” or “continue” and variations of such words or similar words and expressions suggesting future outcomes or events. Forward-looking information (which involves significant risks and uncertainties as noted below) includes, but is not limited to, statements with respect to expectations, projections or other characterizations of future events or circumstances, and Plaza’s objectives, plans, goals, strategies, beliefs, intentions, estimates and outlook, including statements relating to Plaza’s future growth, results of operations, performance and business prospects and opportunities.

Forward-looking information is based on Plaza’s estimates and assumptions with respect to future events, which are subject to numerous known and unknown risks and uncertainties which may cause the actual results, performance, and achievements of Plaza to differ materially from future results, performance or achievements expressed or implied by such forward-looking information. Among other things, these risks and uncertainties include, but are not limited to, those described under the heading “Risk Factors” in Plaza’s Annual Information Form for the year ended December 31, 2023 and their impact on the business, operations and financial condition of Plaza, its tenants and the economy in general, including a possible national or global recession; changes in economic, retail, capital market, or debt market conditions, including changes in interest rates and the rate of inflation; competitive real estate conditions; Plaza’s ability to lease or re-lease space at current or anticipated rents; changes in operating costs; the availability of development and redevelopment opportunities for growth; demographic changes, including shifting consumer preferences, and changes in consumer behaviours which may result in a decrease in demand for physical space by retail tenants; tenant insolvencies or bankruptcies; lease renewals and rental increases; the ability to re-lease or find new tenants; continued access to debt and equity capital markets to meet Plaza’s current and future financing needs; government laws and regulations, including tax legislation; environmental matters; climate change; and cyber security. This is not an exhaustive list of the factors that may affect forward-looking information. Other risks and uncertainties not presently known to Plaza, including any unforeseen impacts from new or renewed pandemic conditions, could also cause actual results or events to differ materially from those expressed in forward-looking information.

Management believes that the expectations reflected in forward-looking information contained in this Circular are based upon reasonable assumptions, however, management can give no assurance that they will prove to be or have been correct or that actual results, performance, or achievements will be consistent with such forward-looking information. Since forward-looking information inherently involves risks and uncertainties, including those noted above, undue reliance should not be placed on such information and forward-looking information should not be read as a guarantee of future performance or results.

All forward-looking information contained in this Circular is expressly qualified in its entirety by these cautionary statements. All such forward-looking information is as of the date expressed in this Circular. Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. For example, they do not include the effect of dispositions, acquisitions or other business transactions occurring after the forward-looking information is disclosed. Plaza does not undertake any obligation to update any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

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April 8, 2024

Fellow Unitholders,

2023 was filled with headlines that had a substantial impact on the real estate industry, not the least of which related to inflation and interest rate expansion. Despite this, and in the face of considerable challenges still facing the industry at large, Plaza once again showed its resilience by developing and maintaining a high-quality portfolio of essential needs retailers who target nondiscretionary spending.

As Plaza’s focus has always been retail, we know it very well and we are optimistic about Plaza’s future. Tenant demand for new space remains strong – particularly from grocers and other essential needs, value and convenience retailers – and the markets in which Plaza operates have seen significant population growth as of late. Incremental demand from consumers translates to improved performance for our tenants, better returns for Plaza and, ultimately, value for unitholders (“ Unitholders ”).

We would like to invite you to join us at our annual and special meeting (the “ Meeting ”) of Unitholders, which will be held in a virtual format via live audio webcast on Thursday, May 23, 2024 at 10:00 am (ADT) / 9:00 am (EDT) . This format allows the Board and management of Plaza the full capability to address Unitholders, who will be able to listen, ask questions and vote on the resolutions brought before the Meeting in real time through a secure, web-based platform, no matter where they are located.

Following the business of the Meeting, Michael Zakuta, Plaza’s President & Chief Executive Officer, and Jason Parravano, Plaza’s new Chief Operating Officer, will provide a presentation and there will be an opportunity to ask questions of management and the Board. We look forward to providing you with an update on Plaza’s recent developments at the Meeting, as well as our plans for the future.

The accompanying management information circular (the “ Circular ”) contains information about Plaza and the Meeting, including information relating to the election of trustees, the appointment of Plaza’s external auditor and the Amended and Restated Omnibus Equity Incentive Plan proposed for approval. Detailed instructions about how to attend and vote at the Meeting can also be found in the Circular under the heading Important Information about the Meeting . Unitholders that usually vote by proxy ahead of the Meeting will still be able to do so. In fact, we recommend that you vote your units in advance of the Meeting, whether or not you plan to attend the live webcast.

Your vote is important. Please take some time to read the Circular for information about the business of the Meeting, to learn more about Plaza and then cast your vote.

Thank you for your continued support and trust in Plaza.

Sincerely,

_____ Doug McGregor, Chair of the Board

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MANAGEMENT INFORMATION CIRCULAR

for the Annual & Special Meeting of Unitholders to be held on May 23, 2024

MEETING, PROXY AND VOTING INFORMATION

The annual and special meeting (the “ Meeting ”) of unitholders (“ Unitholders ”) of Plaza Retail REIT will be held on Thursday, May 23, 2024 at 10:00 am (ADT) / 9:00 am (EDT) .

The Meeting will be a virtual meeting, conducted via live audio webcast. Unitholders can access the Meeting by visiting www.virtualshareholdermeeting.com/PLZ2024. Important information and detailed instructions about how to attend, appoint a proxyholder and, as applicable, vote online during the Meeting can be found under the heading Important Information about the Meeting below.

In this management information circular (“ Circular ”), “ we ”, “ us ”, “ our ”, the “ Trust ” and “ Plaza ” refer to Plaza Retail REIT. “ You ” and “ your ” refer to Unitholders. Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to Canadian dollars. Rounded numbers are used in this Circular and, as such, totals may not add to 100%.

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by management of Plaza for use at the Meeting and any adjournment or postponement thereof. The information contained herein is given as of April 8, 2024 unless otherwise stated.

It is expected that the solicitation of proxies will be primarily by mail but proxies may also be solicited personally, by email or by telephone by officers and employees of the Trust or its subsidiaries without special compensation or by such agents as the Trust may appoint. The cost of solicitation will be borne by the Trust. The Trust may also pay intermediaries such as securities brokers or financial institutions holding trust units (“ Units ”) in their names or in the names of their principals for their reasonable expenses in sending solicitation materials to their principals.

RECORD DATE AND ELIGIBILITY FOR VOTING

The board of trustees of Plaza (the “ Board ” or “ Board of Trustees ”) has fixed April 4, 2024 as the record date (the “ Record Date ”) for the determination of Unitholders entitled to receive notice of and vote at the Meeting. Unitholders of record at the close of business on that date will be entitled to one (1) vote at the Meeting for each Unit held, as provided herein.

The Trust will prepare, or cause to be prepared, a list of Unitholders of record as at the close of business on the Record Date. Unitholders named on that list will be entitled to vote the Units then registered in their names.

2024 Management Information Circular

Plaza Retail REIT

Holders of Special Voting Units (as hereinafter defined) as at the close of business on the Record Date will also be entitled to receive notice of the Meeting and be entitled to one (1) vote per Special Voting Unit held (see Voting Units and Principal Holders Thereof, Authorized Capital, Special Voting Units below for further information on Special Voting Units).

IMPORTANT INFORMATION ABOUT THE MEETING

On March 26, 2020, the Board amended Plaza’s declaration of trust dated November 1, 2013 (the “ Declaration of Trust ”) to allow for the Trust to hold virtual meetings. As permitted by the Declaration of Trust, the Meeting will be conducted online via a live audio webcast. Rather than attending the Meeting in person, Unitholders will be able to attend online, submit questions and, as described in this Circular, vote online during the Meeting. Please read and follow the applicable instructions below carefully.

Conducting the Meeting virtually will provide easy access and communication with Unitholders at the Meeting, and accommodate the most Unitholders, employees, communities and other stakeholders, while also encouraging active Unitholder engagement and participation. Unitholders and duly appointed proxyholders will be able to vote online on all business brought before the Meeting and submit questions for consideration, no matter where they are located, and participate in the Meeting regardless of particular circumstances. Plaza welcomes all Unitholders and others who wish to attend the Meeting to do so by joining the live webcast at the link provided below.

How to Attend the Meeting

The Meeting will begin promptly at 10:00 am (ADT) / 9:00 am (EDT) on Thursday, May 23, 2024 . The Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PLZ2024. At this website, Unitholders will be able to listen to the Meeting live, submit questions for consideration and, as described below, vote online while the Meeting is being held. You will need the control number contained in the form of proxy or voting instruction form you receive as described below, as applicable, and access to an internet-connected device such as a laptop, computer, tablet or mobile phone for the full duration of the Meeting. The Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins.

How to Participate in and Vote at the Meeting

The steps you need to follow to participate in or vote at the Meeting will depend on whether you are: (i) a registered holder of units (“ Registered Unitholder ”); or (ii) a beneficial, or nonregistered, holder of units (a “ Beneficial Unitholder ”).

Registered Unitholders

You are a Registered Unitholder if your Units are registered in your name with our transfer agent, TSX Trust Company. This means that if you hold a paper Unit certificate and your name appears directly on the certificate or if you receive direct registration system (DRS) statements from our transfer agent confirming ownership of Units in your own name, you are a Registered Unitholder.

If you are a Registered Unitholder, you will receive a form of proxy from Broadridge Financial Solutions Inc. (“ Broadridge ”) containing relevant details about the Meeting. If you intend to vote online during the Meeting, follow these steps:

2024 Management Information Circular

Plaza Retail REIT

Log onto www.virtualshareholdermeeting.com/PLZ2024. The Meeting will begin promptly at 10:00 am (ADT) / 9:00 am (EDT) on Thursday, May 23, 2024 . Unitholders should allow ample time for online check-in procedures and should be logged-in to the Meeting fifteen (15) minutes before the Meeting begins.
Enter your 16-digit control number into the log-in section (the control number is located on your proxy form) and click on “Enter Here”.
Follow the instructions to access the Meeting and vote when prompted.

Even if you currently plan to vote at the Meeting, you should consider voting your Units in advance so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting.

Beneficial Unitholders

You are a Beneficial Unitholder if your Units are registered in the name of an intermediary such as a securities broker or financial institution. Most of Plaza’s Unitholders are Beneficial Unitholders.

If your Units are held in a brokerage account or listed in an account statement provided by a securities broker or other intermediary, then in almost all cases those Units will not be registered in your own name with Plaza’s transfer agent, TSX Trust Company. Such Units will more likely be registered in the name of your securities broker or other intermediary, or an agent thereof. In Canada, the vast majority of units or shares (as applicable) are registered in the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Units held by securities brokers and other intermediaries can only be voted upon the instructions of the Beneficial Unitholder. Without specific instructions, securities brokers and other intermediaries are prohibited from voting Units for clients.

Applicable Canadian regulatory policy requires securities brokers and other intermediaries to seek voting instructions from Beneficial Unitholders in advance of unitholders’ or shareholders’ meetings, as applicable, by forwarding a voting instruction form in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). Securities brokers and other intermediaries have their own mailing and delivery procedures and provide their own return instructions to clients, which should be carefully followed to ensure that your Units are voted at the Meeting. In Canada, many securities brokers and other intermediaries delegate responsibility for obtaining instructions from clients to Broadridge. In most cases, Broadridge mails a scannable voting instruction form and asks Beneficial Unitholders to return the form to Broadridge. Broadridge tabulates the results of all instructions received and provides appropriate instructions to the Trust respecting the voting of Units to be represented at the Meeting.

Beneficial Unitholders fall into two categories - those who object to their identity being made known to the issuers of securities which they own (“ Objecting Beneficial Owners ” or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ Non-Objecting Beneficial Owners ” or “ NOBOs ”). Subject to the provisions of NI 54101, issuers may request and obtain a list of their NOBOs from intermediaries. Pursuant to NI 54101, issuers may obtain and use the NOBO list in connection with any matters relating to the affairs of the issuer, including the distribution of proxy-related materials directly to NOBOs. The Trust is not sending Meeting materials directly to NOBOs; the Trust uses and pays intermediaries and agents to send the Meeting materials. The Trust also intends to pay for intermediaries to deliver the Meeting materials to OBOs. As more particularly outlined below under Notice-and-

2024 Management Information Circular

Plaza Retail REIT

Access , Meeting materials will be sent to Unitholders using notice-and-access.

If you are a Beneficial Unitholder and wish to vote online at the Meeting, you can do so as follows:

Appoint yourself as proxyholder as described below under the heading Appointing your Proxyholder , including by providing an “Appointee Name” and designating an 8-character “Appointee Identification Number”. Please note that these steps must be completed prior to the proxy deadline or you will not be able to vote your Units at the meeting.
Follow the instructions below for proxyholders to log in and vote at the Meeting under the heading How to Attend the Meeting as a Proxyholder below.

If you wish to access the Meeting without voting (for example, because you have provided voting instructions prior to the Meeting or appointed another person to vote on your behalf at the Meeting), you can do so in the same manner as Registered Unitholders described above, using the 16-digit control number located on your voting information form. If the Meeting is accessed in this manner, you will still be able to ask questions.

Submitting Questions

The ability to participate in the Meeting in a meaningful way, including asking questions, remains important in the context of a virtual meeting. Accordingly, Registered Unitholders, proxyholders and Beneficial Unitholders will have an opportunity to submit questions at the Meeting. It is anticipated that Unitholders will have substantially the same opportunity to ask questions on matters of business at the Meeting as if it was held in person.

Following the Meeting, Plaza will hold a live question and answer (Q&A) session. To ask a question, Unitholders may do so in writing through the live audio webcast at www.virtualshareholdermeeting.com/PLZ2024. After logging-in, type the question into the “Ask a Question” field, and click “Submit”. Unitholders can also submit questions to Plaza in advance of the Meeting by email to [email protected].

We will respond in writing to the Unitholder or proxyholder as soon as practical after the Meeting to any questions that cannot be answered during the Meeting due to time or technical constraints.

The Chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. The Chair reserves the right to edit or reject questions he deems inappropriate and reserves the right to limit questions from Unitholders in order to ensure as many Unitholders as possible will have the opportunity to ask questions. To ensure the Meeting is conducted in a manner that is fair to all Unitholders, the Chair may also exercise broad discretion in the order in which questions are asked and the amount of time devoted to any one question.

Guests will not be able to submit questions during the Meeting.

2024 Management Information Circular

Plaza Retail REIT

Who to Contact if you Experience Technical Difficulties

For any technical difficulties experienced during the check-in process or during the Meeting, please call Broadridge’s virtual meeting help line for assistance at 1-800-586-1548 (Canada and U.S.) or 1-303-562-9288 (international toll-free).

As previously noted, if you are participating in the Meeting, you must remain connected to the Internet at all times during the Meeting in order to vote. It is your responsibility to ensure Internet connectivity for the duration of the Meeting. Please note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before voting is completed.

Even if you currently plan to participate in the Meeting, you should consider voting your Units in advance so that your vote will be counted in the event you experience any technical difficulties.

Voting by Proxy in Advance of the Meeting

As noted above, if you are a Registered Unitholder, you will receive a form of proxy from Broadridge along with the Notice of Meeting. Beneficial Unitholders will receive a voting instruction form from their securities brokers or other intermediaries. You will need the control number contained in the form of proxy or voting instruction form, as applicable, in order to vote by proxy in advance of the Meeting.

Unitholders may vote by proxy in a number of convenient ways, including:

via the Internet by going to www.proxyvote.com and following the instructions;
by calling the toll-free number shown on the form of proxy or voting instruction form; or
by completing, signing and returning the proxy or voting instruction form by mail, in the envelope provided.

Whatever option you choose, please carefully follow the instructions contained on your form of proxy or voting instruction form, as applicable.

Appointing your Proxyholder

Providing voting instructions online at www.proxyvote.com, by telephone or by signing and returning your form of proxy or voting instruction form authorizes the trustees and officers of the Trust designated therein (hereinafter referred to as “ management designees ”) to vote your Units at the Meeting in accordance with your instructions. You have the right to appoint a person other than a management designee to represent you at the Meeting. Your proxyholder does not have to be a Unitholder of Plaza. How you appoint your proxyholder will depend on whether you are a Registered Unitholder or a Beneficial Unitholder.

Registered Unitholders

Since the Meeting will take place virtually, the process for appointing another person as your proxyholder to vote on your behalf (other than the management designees) is different than it would be for an in-person meeting. You must therefore follow the instructions on your form of proxy very carefully, including:

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inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” online at www.proxyvote.com or in the spaces provided on your form of proxy; and
informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your proxyholder will require both your Appointee Name and Appointee Identification Number in order to vote on your behalf at the Meeting. Please note that if you wish to appoint a person as your proxyholder other than the management designees and you do not designate the appointee information as required when completing your appointment online or on your form of proxy, or if you do not provide the exact Appointee Name and Appointee Identification Number to that other person, that person will not be able to access the Meeting and vote on your behalf.

Beneficial Unitholders

You may provide your voting instructions to the management designees or appoint yourself or another person to attend the Meeting and vote online on your behalf by following the instructions on the voting instruction form provided to you by your intermediary. You are encouraged to do so online at www.proxyvote.com or by telephone if your intermediary provides you with this option, as this will reduce the risk of any mail or other disruptions in the current environment.

You may also complete the voting instruction form and return it to your intermediary. You must follow the instructions and timelines provided by your intermediary in order to do so. If you wish to access and vote at the Meeting or appoint another person (other than the management designees) to do so, do not complete the voting section of the voting information form since you or your appointee will vote at the Meeting.

Just as with Registered Unitholders noted above, since the Meeting will take place virtually, the process for Beneficial Unitholders to appoint themselves or another person (other than the management designees) to vote at the Meeting is different than it would be for an in-person meeting. In addition to the steps above, you must follow the additional instructions on your voting instruction form very carefully, including:

inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” online at www.proxyvote.com or in the spaces provided on your voting instruction form. You must complete this step regardless of whether you wish to appoint yourself or another person (other than the management designees); and
if you have appointed someone other than yourself to access and vote at the Meeting on your behalf, informing your appointed proxyholder of the exact Appointee Name and 8- character Appointee Identification Number prior to the meeting.

You are encouraged to appoint yourself or such other person (other than the management designees) online at www.proxyvote.com as this will allow you to more easily share the Appointee Name and Identification Number you have designated with any other person you have appointed to represent you at the Meeting. If you do not designate this appointee information as required when completing your appointment online or on your voting information form, or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the management designees) who has been appointed to access and vote at the Meeting on your behalf, neither you nor that other person, as applicable, will be able to access the Meeting and vote.

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How Your Proxyholder Will Vote

Your proxyholder must vote according to the instructions you provided on your form of proxy or voting instruction form. With respect to the election of each trustee nominee listed in this Circular and the re-appointment of KPMG as auditor of the Trust at a remuneration to be fixed by the trustees, you may either vote FOR or WITHHOLD your vote. With respect to approval of the Amended and Restated Omnibus Equity Incentive Plan, you may vote FOR or AGAINST the resolution. If you do not specify how you want to vote, your proxyholder can vote your Units as they wish. Your proxyholder will also decide how to vote on any amendment or variation to any item of business in the Notice of Meeting or on any new matters that are properly brought before the Meeting, or any postponement(s) or adjournment(s). As at April 8, 2024, management of the Trust knows of no such amendments, variations or other matters to come before the Meeting.

If you properly complete and return your form of proxy or voting instruction form, but do not appoint a different proxyholder, and do not specify how you want to vote, the management designees will vote for you as follows:

Matters to Vote On	How Management Designees
	Will Vote

Election of trustees	FOR each nominee
Re-appointment of KPMG as auditor of the Trust at a remuneration to be fixed by the trustees	FOR
Approval of the Amended and Restated Omnibus Equity Incentive Plan	FOR

Proxy Deadline

Registered Unitholders

The form of proxy form tells you how to submit your voting instructions or proxy appointment online at www.proxyvote.com, or by completing and returning the proxy form to Broadridge, in each case by following the instructions on the form of proxy.

Broadridge must receive your proxy, including any amended proxy, by no later than the proxy deadline, which is 5:00 pm (ADT) / 4:00 pm (EDT) on Tuesday, May 21, 2024 , or if the Meeting is postponed or adjourned, no later than 48 hours before the postponed or adjourned Meeting convenes.

Beneficial Unitholders

You are encouraged to provide your voting instructions or proxy appointment online at www.proxyvote.com, or you may return your voting instructions using one of the methods noted on the voting instruction form provided by your intermediary.

Remember that your intermediary must receive your voting instructions or proxy appointment in sufficient time to act on them, before the proxy deadline. For your votes to count, Broadridge must receive your voting instructions or proxy appointment from your intermediary at least one (1)

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business day in advance of the proxy deadline .

Plaza reserves the right to accept late proxies and to waive the proxy deadline with or without notice, but is under no obligation to accept or reject any particular late proxy.

Changing your Vote/Revoking your Proxy

Registered Unitholders

If you change your mind about how you voted before the Meeting and you want to revoke your proxy, you may do so by providing new voting instructions or Appointment Information at www.proxyvote.com at a later time, or a new proxy form to Broadridge at a later date.

You may also do so by any other method permitted by law, including by delivering a signed written notice specifying your instructions to the Trust Secretary by 5:00 pm (ADT) / 4:00 pm (EDT) on the last business day before the Meeting (or any postponement(s) or adjournment(s), if the Meeting is postponed or adjourned), to:

98 Main Street, Fredericton, NB E3A 9N6 Attention: Trust Secretary

Proxies received after the deadline but before the Meeting may only be effective to revoke any previously submitted proxy. Finally, you may change your voting instructions by participating and voting on any matter at the Meeting, which will revoke any previously submitted proxy.

Beneficial Unitholders

If you have provided voting instructions to your intermediary and change your mind about your vote, please contact your intermediary to find out what to do. If your intermediary gives you the option of using the Internet to provide your voting instructions, you can also use the Internet to change your instructions, as long as your intermediary receives the new instructions in enough time to act on them before the proxy deadline.

If you are eligible to vote at the Meeting and you have previously provided voting instructions or appointed another person to vote on your behalf, you may access the Meeting and revoke your prior instructions or appointments, but you will not be able to vote on any matter at the Meeting unless the proxy deadline has been waived. If you do not wish to revoke your prior instructions or appointments, you will still be able to access the Meeting and you will be able to ask questions. If your voting instructions or appointment are received after the proxy deadline, they may only be effective to revoke a previously submitted instruction or appointment.

How to Attend the Meeting as a Proxyholder

If you have been appointed as proxyholder for a Registered Unitholder or Beneficial Unitholder (or you are a Beneficial Unitholder who has appointed themselves as proxyholder), you can access and vote at the Meeting during the live audio webcast as follows:

Log into www.virtualshareholdermeeting.com/PLZ2024 fifteen (15) minutes before the meeting starts. You should allow ample time to check-in and to complete the related procedures.
Enter the Appointee Name and Appointee Identification Number exactly as it was provided to Broadridge by the Unitholder who appointed you as proxyholder and click on “Enter

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Here”. If this information is not provided to you by the Unitholder, or if you do not enter it exactly as the Unitholder provided it to Broadridge, you will not be able to access the Meeting or vote their Units on their behalf. If you have been appointed as proxyholder for more than one Unitholder, you will be asked to enter the Appointee Information for each separate Unitholder in order to vote the applicable Units on their behalf at the Meeting.

Follow the instructions to access the Meeting and vote when prompted.

As previously noted, all Unitholders must provide the Appointee Information to their appointed proxyholder exactly as they provided it to Broadridge online at www.proxyvote.com or on their voting information form or form of proxy in order for their proxyholder to access and vote their Units at the Meeting during the live audio webcast. Proxyholders who have forgotten or misplaced the applicable appointee information should contact the Unitholder who appointed them as soon as possible. If that Unitholder has forgotten or misplaced the applicable information, they should follow the steps described under the heading Voting by Proxy in Advance of the Meeting and submit their voting instructions in advance of the Meeting, as soon as possible.

How to Attend the Meeting as a Guest

Guests will be able to attend the Meeting through the live audio webcast by accessing www.virtualshareholdermeeting.com/PLZ2024, and completing the guest log-in section. Guests will not be able to submit questions or vote.

VOTING UNITS AND PRINCIPAL HOLDERS THEREOF

On November 1, 2013, Plazacorp Retail Properties Ltd. (“ Plazacorp ”) and the Trust entered into an arrangement agreement whereby they agreed to reorganize the affairs of Plazacorp pursuant to a plan of arrangement under Section 128 of the Business Corporations Act (New Brunswick) to, among other things, convert Plazacorp from a corporate structure to a real estate investment trust structure effective January 1, 2014 (the “ REIT Conversion ”). The REIT Conversion was approved by the shareholders of Plazacorp at a special meeting held on December 11, 2013. On closing of the REIT Conversion, common shares of Plazacorp were exchanged for Units on a one-for-one basis.

Authorized Capital

The Declaration of Trust authorizes the issuance of an unlimited number of two classes of units, namely Units and Special Voting Units.

In addition, preferred units may from time to time be created and issued in one or more classes (each of which may be made up of unlimited series) in accordance with the Declaration of Trust. Before the issuance of a series of preferred units, the Board of Trustees must execute an amendment to the Declaration of Trust containing a description of such series, including the designations, rights, privileges, restrictions and conditions determined by the Board, and the class of preferred units of which such series is a part. The creation or issuance of preferred units is also subject to the prior written consent of the Toronto Stock Exchange (“ TSX ”). As at April 8, 2024, there are no preferred units outstanding.

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Units

Each Unit represents a Unitholder’s proportionate undivided beneficial ownership interest in the Trust. Each Unit confers the right to one (1) vote at any meeting of Unitholders and to participate pro rata in any distributions by the Trust and, in the event of termination or winding- up of the Trust, in the net assets of the Trust remaining after satisfaction of all liabilities. The Units are listed for trading on the TSX under the symbol “PLZ.UN”.

As at April 8, 2024, the Trust has a total of 110,363,720 Units outstanding.

On September 26, 2023, Plaza announced that it had received approval from the TSX for the renewal of its normal course issuer bid (“ NCIB ”) for a further year. Plaza’s prior NCIB expired on September 27, 2023. The period of the renewed NCIB commenced on September 28, 2023 and will conclude on the earlier of the date on which purchases under the bid have been completed and September 27, 2024. Under the terms of the renewed NCIB, the Trust can purchase up to 7,107,380 of its outstanding Units through the facilities of the TSX and any alternative trading system in Canada. Subject to certain prescribed exemptions and any block purchase made in accordance with the rules of the TSX, daily purchases made by Plaza may not exceed 11,148 Units, representing 25% of the average daily trading volume of the Units on the TSX for the sixmonth period ended August 31, 2023 (being 44,595 Units).

Plaza also entered into a new automatic securities purchase plan agreement (the “ Purchase Plan ”) with its designated securities broker in order to facilitate purchases of Units under the renewed NCIB. The Purchase Plan, which was pre-cleared by the TSX, allows for purchases of Units by Plaza at times when it would ordinarily not be permitted to make purchases due to regulatory restrictions or self-imposed blackout periods. The Purchase Plan will terminate on September 27, 2024.

As at April 8, 2024, a total of 1,196,730 Units have been repurchased since the commencement of the original NCIB on September 28, 2018. All Units that are repurchased under the renewed NCIB will be cancelled monthly, on or before the record date for each monthly distribution.

Special Voting Units

Special voting units (“ Special Voting Units ”) are only issued in tandem with the issuance of securities exchangeable into Units and are evidenced only by the certificates representing such securities. Upon the exchange or surrender of securities exchangeable into Units, the Special Voting Units attached to such exchangeable securities will automatically be redeemed and cancelled for no consideration, and the former holder of such Special Voting Units will cease to have any rights with respect thereto. Special Voting Units have no economic entitlement or beneficial interest in the Trust or in the distribution of assets in the Trust, but entitle the holder to one (1) vote per Special Voting Unit at any meeting of Unitholders.

As at April 8, 2024, the Trust has a total of 1,156,172 Special Voting Units outstanding which were issued to vendors, as partial consideration, in connection with property acquisitions.

As such, the total number of Units and Special Voting Units currently outstanding is 111,519,892, being all of the voting units of the Trust.

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Principal Holders

The following table lists those persons of record who are known to the Trust to own beneficially, control or direct, directly or indirectly, more than ten percent (10%) of the outstanding Units of the Trust as at April 8, 2024:


Name	Number of Units owned	Percentage of Total Units
		Outstanding

Michael Zakuta(1)	13,814,707(2)	12.52%
Morguard Corporation	16,859,800(3) (4)	15.28%

Notes:

(1) Michael Zakuta, President & Chief Executive Officer (“ President & CEO ”) of the Trust, directly or indirectly, beneficially owns or controls these Units, including through his controlling interest in other Unitholders of the Trust.
(2) Represents 12.39% of the total outstanding voting units of Plaza (Units and Special Voting Units) as at April 8, 2024.
(3) Includes 2,000 Units owned by Paros Enterprises Limited, a holding company controlled by K. Rai Sahi, the chief executive officer of Morguard Corporation.
(4) Represents 15.12% of the total outstanding voting units of Plaza (Units and Special Voting Units) as at April 8, 2024.

QUORUM

Pursuant to the Declaration of Trust, the quorum for the Meeting is two (2) Unitholders present in person or represented by proxy holding in aggregate not less than ten percent (10%) of the total number of outstanding Units.

NOTICE-AND-ACCESS

Notice-and-access permits reporting issuers to advise their securityholders of the availability of proxy-related materials and annual financial statements on an easily-accessible website in addition to the System for Electronic Document Analysis and Retrieval (“ SEDAR ”), rather than mailing paper copies of the materials. Plaza has decided to deliver this Circular and the comparative consolidated financial statements of the Trust for the year ended December 31, 2023 and management’s discussion and analysis of the Trust’s results of operations and financial condition for 2023 (the “ Annual Report ”) by posting them on its website under Investor Relations / Financial Reports at https://plaza.ca/financial-reports-presentations-and-other- filings/. They are also available under Plaza’s profile on SEDAR+ at www.sedarplus.ca.

All Unitholders can obtain paper copies of the Circular and Annual Report free of charge for up to one (1) year from the date the Circular is filed on SEDAR. Unitholders with their 16-digit control number can request paper copies at www.proxyvote.com or by calling Broadridge at 1-877-907-

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If you do not have your 16-digit control number and wish to request paper copies, please contact Broadridge toll free at 1-844-916-0609 (English) or 1-844-973-0593 (French). If you request paper copies before the Meeting, Broadridge will send them to you within three (3) business days of receiving your request. If you request copies after the Meeting, they will be sent within ten (10) calendar days of receipt of your request.

Unitholders with questions about notice-and-access can contact Broadridge Investor Communications toll free at 1-844-916-0609 (English) or 1-844-973-0593 (French), or email them to [email protected].

A request for paper copies which are required in advance of the Meeting should be sent so that it is received by Broadridge by Wednesday, May 8, 2024 in order to allow sufficient time for Unitholders to receive the paper copies and to return, as applicable, their form of proxy (in the case of Registered Unitholders) or voting instruction forms to intermediaries (in the case of Beneficial Unitholders) by their due date.

Unitholders will receive paper copies of a “notice package” via prepaid mail containing the accompanying Notice of Meeting with information prescribed by NI 54-101 and form of proxy or voting instruction form, as applicable.

Notice-and-access allows for faster access to the Circular, reduces Plaza’s printing and mailing costs, and promotes environmental responsibility by decreasing both paper and energy consumption.

MATTERS TO BE ACTED UPON AT THE MEETING

Matters to be acted upon at the Meeting include receipt of the consolidated financial statements or the year ended December 31, 2023, election of trustees, appointment of the external auditor at a remuneration to be fixed by the trustees and approval of the Amended and Restated Omnibus Equity Incentive Plan.

RECEIVE FINANCIAL STATEMENTS

Plaza’s consolidated financial statements for the year ended December 31, 2023 and the report of the auditors thereon are included in the Annual Report and will be placed before Unitholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements. If any Unitholder has questions regarding the financial statements, such questions may be brought forward at the Meeting.

ELECTION OF TRUSTEES

Pursuant to the Declaration of Trust, there are to be a minimum of three (3) and a maximum of ten (10) trustees. The number of trustees to be elected at the Meeting is seven (7). Each trustee elected will hold office until the next annual meeting of Unitholders or until his/her successor is elected or appointed, subject to the provisions of the Declaration of Trust.

The Declaration of Trust requires that a majority of the trustees be “independent” within the meaning of applicable securities laws. Five (5) of the seven (7) proposed trustees are independent. For additional information regarding the Board of Trustees’ determination of which trustees are independent, please refer to the disclosure set out below under Statement of

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Governance Practices, Proposed Board of Trustees and Independence .

Advance Notice Policy

The Declaration of Trust contains an advance notice provision. In the case of an annual meeting of Unitholders, the advance notice provision requires a nominating Unitholder to provide notice to the Board of Trustees of proposed trustee nominations not less than thirty (30) days, but not more than sixty (60) days, prior to the date of the applicable annual meeting; provided, however, that in the event the annual meeting is to be held on a date that is less than fifty (50) days after the date that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, notice by the nominating Unitholder may be made not later than the close of business on the tenth (10[th] ) day following the notice date.

The advance notice provision is intended to facilitate orderly and efficient annual meetings; ensure that all Unitholders receive adequate notice of the trustee nominations and sufficient information with respect to all nominees; and allow Unitholders to register an informed vote. A copy of the Declaration of Trust may be viewed on Plaza’s website at www.plaza.ca under Investor Relations / Declaration of Trust or under the Trust’s profile on SEDAR+ at www.sedarplus.ca.

Majority Voting Policy

The Board of Trustees is committed to fulfilling its mandate to supervise the management of the business and affairs of the Trust in the best interests of Unitholders. The Board has adopted a majority voting policy which provides that, in an uncontested election of Trustees, if the number of proxy votes withheld for a particular nominee is greater than the votes in favour of such nominee, the nominee shall be required to immediately submit his or her resignation to the Chair of the Board following the applicable meeting of Unitholders. For the purposes of this policy, an “uncontested election” of Trustees means an election where the number of nominees for election as a Trustee is equal to the number of Trustees to be elected.

Following receipt of a resignation pursuant to the majority voting policy, the Governance & Compensation Committee will consider the offer of resignation and, except in special circumstances that would warrant the continued service of the applicable Trustee on the Board, will recommend that the Board accept the resignation. In considering whether or not to recommend the acceptance of the resignation, the Committee will consider all factors deemed relevant by members of the Committee including, without limitation, the effect that such resignation may have on the Trust’s ability to comply with the Declaration of Trust or securities law requirements, applicable regulations or commercial agreements regarding the composition of the Board as a result of accepting the Trustee’s resignation; if the Trustee is a key member of an established, active special committee which has a defined term or mandate, whether accepting the resignation of such Trustee would jeopardize the achievement of the special committee’s mandate; and if majority voting was used for a purpose inconsistent with the objectives of the policy.

The Board will make its decision on the Committee’s recommendation within ninety (90) days following the meeting of Unitholders. Absent exceptional circumstances (which circumstances are described immediately above), the Board shall be expected to accept the resignation.

The Board will promptly disclose its decision to accept or reject the Trustee’s resignation via press release (a copy of which shall be provided to the TSX), including the reasons for rejecting the resignation, if applicable. The resignation will be effective at the time of acceptance by the Board.

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A trustee who tenders his or her resignation pursuant to the majority voting policy shall not be permitted to participate in or attend any meeting of the Board and/or the Governance & Compensation Committee at which his or her resignation is to be considered.

A copy of the majority voting policy may be viewed on Plaza’s website at www.plaza.ca under Investor Relations / Governance or under the Trust’s profile on SEDAR+ at www.sedarplus.ca.

Voting on Individual Basis

Unitholders will be asked to vote for each trustee nominee on an individual basis, rather than for a fixed slate of trustees.

Trustees Nominated for Election

The following is a summary of relevant biographical information of each trustee nominee, including a description of his or her background and experience; year first elected or appointed as a trustee; meeting attendance record and other public boards on which he or she sits. The equity holdings of each trustee nominee in the Trust as of April 8, 2024, consisting of Units and Deferred Units, as applicable, is also indicated. This information is based partly on the Trust’s records and partly on information received by the Trust from the nominees.

It is the intention of the management designees, if named as proxy, to vote for the election to the Board of each person hereinafter set out unless otherwise directed. The Board does not contemplate that any of the nominees will be unable to serve as trustee, however, if for any reason any of them do not stand for election or are unable to serve as such, the management designees, if named as proxy, reserve the right to vote for any other nominee in their sole discretion unless the Unitholder has specified in his or her proxy that his or her Units are to be withheld from voting on the election of one (1) or more trustees.

As noted above under the heading How Your Proxyholder Will Vote , unless Unitholders specify in their form of proxy or voting instruction form, as applicable, that the Units represented thereby are to be withheld from voting on the election of one (1) or more trustees, the management designees named in the form of proxy and voting instruction form will vote the Units in favour of the election of each person whose name is set forth below.

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EARL BREWER Vice-Chair of the Board

Background and Experience

Earl Brewer was executive Chair of the Board of Plaza until June 2, 2020. He has extensive experience in the real estate business commencing in 1984 and is a co-founder of Plaza.

Mr. Brewer was President & CEO of Plazacorp, the predecessor of the Trust, from 1999 to 2002 prior to assuming the role as Chair of the Board. He was also Chair of the Board of Greenarm Corporation and Greenarm Management, principally involved in office building development.

Mr. Brewer has served the public in many capacities with organizations including the Board of Governors, University of New Brunswick; Director, Atlantic Salmon Federation; Director, New Brunswick Investment Management Corporation (now known as Vestcor Inc.); and Honorary Consul for Sweden.

Mr. Brewer currently serves on the Board of Governors of the Beaverbrook Art Gallery.

Fredericton, New Brunswick Canada

Other Public Board Memberships

Board Member since: February 2, 1999

Status: NOT INDEPENDENT[(1)]

N/A

2023 Annual Meeting Votes in Favour

99.63%

Board / Committee Membership[(2) (3)] Attendance at 2023 Meetings[(4)] o Board of Trustees 100% o Committee Membership: NIL N/A

o Committee Membership: NIL

Plaza Securities held as at April 8,	Plaza Securities held as at April 8,	Plaza Securities held as at April 8,	2024	2024	Unit Ownership	Requirement(6)
Units	Deferred Units	Total Number		Total Value(7)	Minimum Ownership Requirement	Complies with Minimum Ownership Requirement
7,594,779(8)	72,089	7,666,868		$27,140,713	$250,000	Yes

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STEPHEN JOHNSON

Toronto, Ontario Canada

Board Member since: February 2, 1999

Background and Experience

Stephen Johnson has spent more than 40 years in the real estate industry. He served as the Chief Executive Officer of Canadian Real Estate Investment Trust (“ CREIT ”), a diversified real estate investment trust, from September 1996 until its acquisition by Choice Properties Real Estate Investment Trust (“ Choice Properties REIT ”) in May 2018. Mr. Johnson then served as the President & Chief Executive Officer of Choice Properties REIT until his retirement in May 2019. He has extensive experience in real estate operations (including property management and leasing), property development, real estate valuation and corporate finance.

Prior to joining CREIT, Mr. Johnson served as the President and Chief Executive Officer of DS Marcil Inc. (now RBC Capital Markets Real Estate Group), and concurrently Mr. Johnson served as a Vice President and director of RBC Dominion Securities Inc. He is a past director of Royal Bank Realty and a past member of the Real Estate Advisory Panels for both Canada Post Corporation and the Canada Deposit Insurance Corporation.

Other Public Board Memberships

Status: INDEPENDENT

N/A

2023 Annual Meeting Votes in Favour

97.65%

	Board / Committee Membership (2) (3)	Board / Committee Membership (2) (3)	Board / Committee Membership (2) (3)	Attendance at 2023 Meetings(4)	Attendance at 2023 Meetings(4)
`o`Board	of Trustees			100%
`o`Governance & Compensation Committee (Chair)(5)				100%
Plaza Securities held as at April			8, 2024	Unit Ownership Requirement(6)
Units	Deferred	Total	Total	Minimum	Complies with
	Units	Number	Value(7)	Ownership	Minimum Ownership
				Requirement	Requirement
318,834	(8) 134,779	453,613	$1,605,790	$250,000	Yes

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JANE MARSHALL

Toronto, Ontario Canada

Board Member since: November 5, 2019

Background and Experience

Jane Marshall has more than 35 years of experience in real estate management, particularly with food and retail companies. Ms. Marshall has been a trustee of RioCan Real Estate Investment Trust since 2015 and Chair of the Investment Committee from 2017-2022. She now chairs RioCan’s People, Culture and Compensation Committee. In May 2022, Ms. Marshall was elected to the board of BSR REIT. Immediately following BSR REIT’s annual general meeting of unitholders, to be held on May 9, 2024, it is expected that Ms. Marshall will be appointed to Chair of its Board, provided all trustee nominees are re-elected.

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 Chief Executive Officer (“ 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

o RioCan Real Estate Investment Trust (TSX) o BSR REIT (TSX)

2023 Annual Meeting Votes in Favour

99.63%

	Board / Committee	Membership(2) (3)	Membership(2) (3)	Attendance at	2023	Meetings(4)
`o`Board	of Trustees				100%
`o`Audit Committee					100%
`o`Governance & Compensation Committee(5)					100%
Plaza Securities held as at April 8, 2024				Unit Ownership Requirement(6)
Units	Deferred	Total	Total	Minimum		Complies with
	Units	Number	Value(7)	Ownership		Minimum
				Requirement		Ownership
						Requirement
20,484	(8) 44,552	65,036	$250,707	$250,000		Yes

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Background and Experience

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Doug McGregor is the former Group Head, RBC Capital Markets and RBC Investor & Treasury Services, former Chairman and CEO of RBC Capital Markets, and was a member of RBC’s Group Executive until his retirement on January 31, 2020 after 37 years at the bank.

As Chairman and CEO of RBC Capital Markets, Mr. McGregor had global oversight of the firm’s Corporate & Investment Banking and Global Markets activities conducted by its approximately 7,500 employees worldwide. He also directly led the investment bank’s real estate lending businesses. As Group Head of RBC Investor & Treasury Services, Mr. McGregor was responsible for this business’ custody, treasury and financing services for institutional clients globally.

Mr. McGregor holds an Honours BA (Business) and an MBA from the University of Western Ontario. He is a former director of Brookfield Property Partners L.P. and former Chairman of the board of directors of the Investment Industry Regulatory Organization of Canada.

DOUG McGREGOR Chair of the Board

Toronto, Ontario Canada Board Member since: Other Public Board Memberships June 2, 2020 Status: INDEPENDENT Killam Apartment REIT (TSX)

2023 Annual Meeting Votes in Favour

99.71%

	Board / Committee Membership(2) (3)	Board / Committee Membership(2) (3)	Board / Committee Membership(2) (3)	Board / Committee Membership(2) (3)	Attendance at 2023	Meetings(4)
`o` Board	of Trustees				100%
`o` Governance & Compensation Committee_(ex-officio_					100%
member)
`o` Audit Committee_(ex-officio_member_)_					100%
Plaza Securities held as at April				8, 2024	Unit Ownership	Requirement(6)
Units		Deferred	Total	Total	Minimum	Complies with
		Units	Number	Value(7)	Ownership	Minimum
					Requirement	Ownership
						Requirement
197,180	(8)	88,388	285,568	$1,010,911	$250,000	Yes

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LYNDA SAVOIE

Fredericton, New Brunswick Canada

Board Member since: May 27, 2021

Background and Experience

Lynda Savoie, CPA, CA ICD.D, is a senior-level financial executive with nearly 30 years of experience working for public and privately owned businesses.

Ms. Savoie is the founder and CEO of Aperture Capital Consulting, a firm which specializes in providing corporate project management solutions to a range of clients in a variety of industries. From 1998 to 2012, she held various roles of increasing responsibility with Plazacorp, the predecessor of the Trust, including serving as its Treasurer and Corporate Secretary. Ms. Savoie played a significant role in taking the company public, completed debt and equity financings and developed systems to meet continuous disclosure, internal control, and corporate governance requirements.

Ms. Savoie began her career with Grant Thornton LLP working on audit and review engagements for a variety of clients. She holds a CPA, CA designation, has completed the Canadian Securities Course and obtained a Bachelor of Business Administration (with distinction) from the University of New Brunswick and holds the ICD.D designation of the Institute of Corporate Directors.

Ms. Savoie has served on not-for-profit boards and has mentored entrepreneurs and start-up company executives and is committed to the local business and performance arts communities.

Status: INDEPENDENT

Other Public Board Memberships

N/A

2023 Annual Meeting Votes in Favour

99.63%

Board / Committee Membership(2)	Board / Committee Membership(2)	Board / Committee Membership(2)	Attendance at	2023 Meetings(4)
`o`Board of Trustees			100%
`o`Audit Committee (Chair)			100%
`o`Governance & Compensation Committee			100%
Plaza Securities held as at April 8, 2024			Unit Ownership Requirement(6)
Units Deferred	Total	Total	Minimum	Complies with
Units	Number	Value(7)	Ownership	Minimum Ownership
			Requirement	Requirement
205,100(8) 42,448	247,548	$876,320	$250,000	Yes

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SUSAN TAVES

Waterloo, Ontario Canada

Background and Experience

Susan Taves spent the majority of her 30 years in public practice as an accounting partner at BDO Canada LLP. Her client work was focused on transactions providing expertise in mergers and acquisitions, financial risk assessment, strategic direction, governance and executive leadership. Ms. Taves also held a variety of leadership roles within BDO Canada on management boards and as a managing partner.

In 2016, Ms. Taves was appointed as a trustee of SKYLINE Apartment REIT where she continues as an independent trustee and member of the Governance and Compensation Committee. Her other corporate board appointments since retiring from BDO in 2016 are in the financial and utility sectors: TSX Trust Company (a subsidiary within TMX Group Ltd.); Kindred Credit Union; and Enova Energy Corporation.

Susan is a member of the Chartered Professional Accountants of Ontario (1987), holds the ICD.D designation from the Institute of Corporate Directors (2015), and is a graduate of the University of Waterloo (1984).

Board Member since: May 25, 2023

Other Public Board Memberships

Status: INDEPENDENT

N/A

2023 Annual Meeting Votes in Favour

99.62%

Board / Committee Membership(2) (3)	Board / Committee Membership(2) (3)	Board / Committee Membership(2) (3)	Board / Committee Membership(2) (3)	Attendance at 2023	Meetings(4)
`o`Board of Trustees				100%
`o`Audit Committee				100%
Plaza Securities held as at April 8, 2024				Unit Ownership Requirement(6)
Units	Deferred	Total	Total	Minimum	Complies
	Units	Number	Value(7)	Ownership	with
				Requirement	Minimum
				(9)	Ownership
					Requirement
52,090(8)	2,349	54,439	$203,893	$250,000	In process(10)

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MICHAEL ZAKUTA President & CEO Montreal, Quebec Canada Board Member since: February 2, 1999 Status:NOT INDEPENDENT	MICHAEL ZAKUTA President & CEO Montreal, Quebec Canada Board Member since: February 2, 1999 Status:NOT INDEPENDENT	MICHAEL ZAKUTA President & CEO Montreal, Quebec Canada Board Member since: February 2, 1999 Status:NOT INDEPENDENT
			Background and Experience
			Michael Zakuta is the President & CEO of Plaza. Mr. Zakuta entered the real estate development business on a full-time basis after obtaining his law degree from the University of Montreal and a business degree from McGill University. Mr. Zakuta is a co-founder of Plaza and has been involved in every aspect of shopping centre development, acquisitions and management in Quebec and Atlantic Canada since 1986.

			Other Public Board Memberships

			Canadian Net Real Estate Investment Trust (TSXV)
2023 Annual Meeting Votes in Favour
99.72%
Board / Committee Membership(2)			Attendance at 2023 Meetings(4)

`o` Board of Trustees `o` Committee Membership: NIL			100% N/A
					Unit Ownership
Plaza Securities Owned or Controlled as at April 8, 2024
					Requirement


Units	Deferred Units	Total Number		Total Value(7)	N/A
13,814,707(8)	NIL	13,814,707		$48,904,063

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Plaza Retail REIT

Notes:

(1) Earl Brewer transitioned from the executive office of Chair of the Board effective June 2, 2020 and ceased to be an employee effective December 31, 2020. Given Mr. Brewer’s long-standing relationship with Plaza, the Board has determined that he should not yet be considered independent.
(2) Refers to standing committees of the Board.
(3) The Board has delegated authority to Earl Brewer, Stephen Johnson, Jane Marshall, Doug McGregor and Susan Taves (referred to in this Circular as the “ Investment Committee ”) to approve the purchase and sale of properties, as well as financing arrangements for the Trust’s existing and new properties, and to pass related resolutions thereto. Prior to his transition from the executive office of Chair of the Board, this authority had previously been delegated to Mr. Brewer, in his capacity as Chairman, and Mr. Zakuta, in his capacity as President & CEO. For further information, please refer to Statement of Governance Practices, Delegation of Authority for Investing and Financing below. As the Investment Committee is not a standing Committee of the Board, it is not included in committee membership as shown in the tables above.
(4) For a detailed review of 2023 Board and Committee meeting attendance, as applicable, please refer to Statement of Governance Practices, Board Meetings and Attendance Records below.
(5) If each of the seven trustee nominees is re-elected at the Meeting, immediately following the Meeting the Board expects to appoint Ms. Marshall as Chair of the Governance & Compensation Committee.
(6) Plaza’s minimum ownership requirement is calculated based on the greater of (i) the cost of Unit purchases or, in the case of Deferred Units, the price at which they were issued, and (ii) market value.
(7) For the purposes of the tables above, Units and Deferred Units are valued at $3.54 each (the closing price of Units on the TSX on April 8, 2024) or, in the case of Units, the cost of Unit purchases. For further details, see Trustee Compensation , Trustee Equity Ownership Requirements below.
(8) Includes information regarding Units beneficially owned, directly or indirectly, or controlled or directed, as furnished by the respective nominees.
(9) Each non-employee trustee has three (3) years from the date of becoming a trustee to meet minimum equity ownership requirements.
(10) Susan Taves was elected to the Board on May 25, 2023. As such, she has until May 25, 2026 to meet the minimum equity ownership requirement.

Qualifications and Areas of Expertise

The Governance & Compensation Committee annually reviews the qualifications of persons proposed for election to the Board and assesses their skills and competencies against those that the Board, as a whole, should possess. It also considers diversity in accordance with the Board Diversity Policy, each nominee’s reputation for business ethics, availability of service to Plaza and the current and future needs of the Trust, before submitting its recommendations to the Board for approval. The persons proposed for nomination are, in the opinion of the Board, well qualified to act as trustees for the ensuing year. The eligibility and willingness of each nominee to serve as a trustee has been established.

The table below indicates the skills and experience on the part of the seven (7) trustee nominees in categories important to Plaza’s business.

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Plaza Retail REIT

					Skills/Experience(1)	Skills/Experience(1)	Skills/Experience(1)
	Real	Develop-	Retail	Corp	Financ.	Executive	Risk	Executive	Other	Corp	ESG
Name	Estate	ment		Finance/	Report-	Comp/	Mgmt	/ Business	Board	Gov/
				Capital	ing	Human		Leader-	member-	Regul-
				Markets		Resources		ship	ships	atory

Earl Brewer	√	√	√	√	√	√	√	√	√	√
Stephen Johnson	√	√		√	√	√	√	√	√	√	√
Jane Marshall	√	√	√	√	√	√	√	√	√	√	√
Doug McGregor	√	√		√	√	√	√	√	√	√	√
Lynda Savoie	√	√		√	√	√	√	√		√
Susan Taves	√	√		√	√	√	√	√	√	√
Michael Zakuta	√	√	√	√	√	√	√	√	√	√	√

Notes:

(1) All trustees must also be financially literate, defined by Canadian securities regulators as having the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Plaza’s financial statements.

APPOINTMENT OF AUDITOR

The Board of Trustees and management of Plaza propose that the firm KPMG LLP (“ KPMG ”) be re-appointed as external auditor of the Trust to hold office until the close of the next annual meeting of Unitholders, at a remuneration to be fixed by the Board of Trustees, on recommendation of the Audit Committee. KPMG has been the auditor of Plazacorp (and now Plaza) since its appointment at Plazacorp’s annual shareholder meeting held on April 21, 2004.

Auditor Evaluation

Pursuant to the Trust’s Audit Committee Charter, the Audit Committee, inter alia , recommends to the Board the appointment of the auditor with such appointment to be confirmed by the Trust’s Unitholders at each annual meeting. The Board of Trustees has adopted all recommendations of the Audit Committee on the appointment and compensation of the auditor.

The Audit Committee Charter can be found on the Trust’s website at www.plaza.ca under Investor Relations / Governance or under the Trust’s profile on SEDAR+ at www.sedarplus.ca and is

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incorporated herein by reference. The Trust will promptly provide a copy of this Charter free of charge to a Unitholder upon request to the Trust Secretary.

Following the completion of the 2023 year-end audit, the Audit Committee and management evaluated the performance of KPMG. The Audit Committee believes that annually evaluating the external auditor assists the Committee in making informed recommendations to the Board on auditor appointment and ensuring continuous improvement in the external audit. The evaluations encompassed an assessment of the quality of services and sufficiency of resources provided by the auditor; quality and candor of communication and interaction with the auditor; and the auditor’s independence, objectivity and professional skepticism. The evaluation results indicated that KPMG is meeting expectations and, therefore, were an important factor considered in the Audit Committee’s recommendation to appoint KPMG as external auditor of the Trust.

Audit Fees

The Audit Committee (through management) negotiates with the auditor on an arm’s length basis in determining the fees to be paid to the auditor. Such fees are based upon, among other things, the complexity of the matters in question and the time incurred by the auditor. Management believes that the fees negotiated have been reasonable in the circumstances and are comparable to fees charged by auditors providing similar services to similar issuers.

Each quarter, the Audit Committee also reviews the nature of, and fees for, non-audit services provided by the auditor to ensure they are consistent with maintaining the auditor’s independence.

Further information on the Audit Committee and fees paid to the auditor for the fiscal years ending December 31, 2023 and December 31, 2022 can be found in the Trust’s Annual Information Form Schedule A – Form 52-110F1, Audit Committee Information Required in an AIF, a copy of which can be found on the Trust’s website at www.plaza.ca under Investor Relations / Financial Reports, or under the Trust’s profile on SEDAR+ at www.sedarplus.ca. A copy can also be obtained by Unitholders, without charge, by contacting the Trust Secretary.

As noted above under the heading How Your Proxyholder Will Vote , unless Unitholders specify in their form of proxy or voting instruction form, as applicable, that the Units represented thereby are to be withheld from voting for the appointment of the auditor, the management designees named in the form of proxy and voting instruction form will vote the Units in favour of the re-appointment of KPMG as auditor of the Trust, at a remuneration to be fixed by the Board of Trustees.

2023 VOTING RESULTS

Information on the percentage of votes cast in favour of each trustee nominee at last year’s annual meeting of unitholders on May 25, 2023 is reported in each applicable proposed nominee table. See Matters to be Acted Upon at the Meeting — Trustees Nominated for Election.

The percentage of votes cast in favour of the reappointment of KPMG as auditor of the Trust at last year’s meeting was 99.77%.

More detailed voting results on the matters voted on at the annual meeting of unitholders on May 25, 2023 are available on SEDAR+ at www.sedarplus.ca.

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Plaza Retail REIT

APPROVAL OF AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

The Omnibus Equity Incentive Plan (the “ Equity Incentive Plan ” or “ Prior Plan ”) was first approved by Unitholders at the Trust’s annual and special meeting held on May 27, 2021. Plaza believes the ability to grant various types of awards under the Equity Incentive Plan allows the Trust to remain competitive in the marketplace and enhances its ability to attract, retain and motivate executive officers, other key management and employees, while continuing to incentivize them to increase the long-term growth and equity value of the Trust in alignment with the interests of Unitholders.

As a rolling plan, the Equity Incentive Plan is considered an “evergreen” plan and must be reapproved by Unitholders every three (3) years. At the Meeting, Unitholders will be asked to consider and, if thought advisable, pass an ordinary resolution approving an Amended and Restated Omnibus Equity Incentive Plan (hereinafter the “ Amended & Restated Equity Incentive Plan ” or “ Amended Plan ”) as further described below. If the Amended & Restated Equity Incentive Plan is approved, any awards granted pursuant to the Equity Incentive Plan will be governed by the terms of the Amended Plan (except to the extent of any inconsistency between the terms of the Equity Incentive Plan and/or a participant’s award agreement, in which case, the terms of the Prior Plan and/or the award agreement shall govern).

The maximum number of Units available for issuance under the Equity Incentive Plan is currently ten percent (10%) of the outstanding Units at any time. The maximum number of Units that will be available for issuance under the Amended & Restated Equity Incentive Plan will be reduced from ten percent (10%) to five percent (5%) of the outstanding Units. As at April 8, 2024, the Board has approved this amendment and other changes of a housekeeping nature.

A copy of the Amended & Restated Equity Incentive Plan showing the changes from the Equity Incentive Plan is attached as Schedule “A” to this Circular. The ordinary resolution to be presented at the Meeting for Unitholder consideration is attached as Schedule “B”.

As noted above under the heading How Your Proxyholder Will Vote , unless Unitholders specify in their form of proxy or voting instruction form, as applicable, that the Units represented thereby are to be voted against the resolution to approve the Amended & Restated Equity Incentive Plan, the management designees named in the form of proxy and voting instruction form will vote the Units represented thereby in favour of the approval of Amended & Restated Equity Incentive Plan.

OTHER MATTERS COMING BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than those referred to in the accompanying Notice of Meeting. Should any other matters properly come before the Meeting, the Units represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

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Plaza Retail REIT

STATEMENT OF EXECUTIVE COMPENSATION

This Statement of Executive Compensation describes the compensation programs of Plaza in respect of its Named Executive Officers (also referred to herein as “ NEOs ”) for the year ended December 31, 2023, in accordance with the definition in Form 51-102F6 – Statement of Executive Compensation.

The NEOs of the Trust in fiscal 2023 were:

Name	Position

Michael Zakuta	President & CEO
Jim Drake	Chief Financial Officer
Peter Mackenzie	Executive Vice-President & Chief Investment Officer (also referred to as the “Chief Investment Officer”)
Mathieu Bordeleau	Executive Vice President, Quebec/Ontario
Kimberly Strange	General Counsel & Secretary

COMPENSATION DISCUSSION AND ANALYSIS

The discussion which follows applies to NEOs other than the President & CEO. Although the Governance & Compensation Committee also approves the compensation of the President & CEO, for recommendation of approval to the Board on an annual basis, the President & CEO does not receive an annual incentive bonus as part of his compensation. The compensation paid to the President & CEO was comprised only of base salary, which did not increase in the 2021, 2022 or 2023 fiscal years.

Objectives

Plaza’s principal goal is to deliver long-term growth in per-unit net asset value and funds from operations (“ FFO ”) and accordingly, Unitholder value, from a diversified portfolio of sustainable retail properties, with a focus on essential needs, convenience and value retail. The objectives of executive compensation are: (a) to attract and retain qualified individuals to pursue this goal, (b) to motivate them to deliver strong business performance and contribute to Plaza’s long-term success, thereby acting in the best interests of Unitholders and (c) align their interests with those of Unitholders.

Elements of Compensation and Decision Making

Plaza aims to keep its compensation program simple to communicate and administer and has adopted a balanced approach to compensation which incorporates immediate, short-term and longer-term incentives. The primary elements of Plaza’s executive compensation are: (a) base salary and (b) annual incentive bonuses, payable in a combination of cash and equity in the form of Restricted Units (as hereinafter defined). Plaza feels each of these elements assists in

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achieving one or more of its compensation objectives and serves the interests of Unitholders by ensuring that compensation addresses both short-term and longer-term interests of Unitholders.

Base Salary

Base salaries are intended to provide NEOs with an appropriate level of fixed compensation that will assist in retention and recruitment. They are determined on an individual basis, taking into consideration the NEO’s past, current and potential contribution to the success of Plaza as well as the role the NEO was expected to play in the upcoming period; the overall expertise, position and responsibilities of the NEO; geographic location; and salaries anticipated in the markets in which Plaza operates. Plaza currently does not engage compensation consultants for the purposes of performing benchmarking, nor does it currently benchmark compensation levels against a specific group of peers; Plaza does not have a policy in respect of the level at which base salary or total compensation must be in relation to any other entity. To provide context for compensation decisions, however, Plaza considers general industry information available for comparable real estate businesses and real estate investment trusts.

The President & CEO recommends the base salaries for the other NEOs on an annual basis, which are reviewed and approved by the Governance & Compensation Committee, and recommended to the Board for approval.

Annual Incentive Bonuses

The annual bonus provides a financial incentive to enhance the self-motivation of NEOs to perform at their peak throughout each compensation assessment period. It is also important for recruitment purposes, as it enables the Trust to attract executives who expect their talents to contribute to the continued success of Plaza and wish to be rewarded for their contributions.

Annual incentive bonuses for NEOs are also designed to, among other things:

align the interests of NEOs and Unitholders by, inter alia , ensuring a significant portion of the incentive bonus is dependent upon overall business performance;
promote longer-term focus by NEOs (i) by ensuring the annual incentive bonus is not heavily weighted to short-term performance objectives, and (ii) through the use of equity compensation in the form of Restricted Units as a component of the incentive bonus, which vest over a three (3) year period and are redeemable only for Units, not cash; and
keep the Trust’s approach to NEO compensation simple and streamlined to reflect the size and reality of Plaza’s business.

The President & CEO is actively engaged in the Trust’s compensation programs. With input and feedback from the Chair of each Committee with whom the NEO directly interacts, as applicable, and the Board, the President & CEO conducts an annual evaluation of the performance of each of the Chief Financial Officer; the Chief Investment Officer; the Executive Vice-President, Ontario/Quebec; and the General Counsel & Secretary for the previous year. The NEOs participate in the annual performance review with the President & CEO to provide input about their contributions during the year. The President & CEO recommends annual incentive bonuses, which are reviewed and approved by the Governance & Compensation Committee after discussion and adjustment, if appropriate, and recommended to the Board for approval.

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The Governance & Compensation Committee may, in its discretion, approve adjustments to take into account, among other things, unforeseen occurrences, and to ensure that the payout is appropriate versus actual performance in the Committee’s opinion. This use of discretion by the Committee is intended to ensure that short-term incentive awards appropriately reflect risk as well as other unexpected circumstances that arise during the year, and to eliminate the possibility of unintended outcomes.

Basic Principles & Structure

Plaza is committed to implementing compensation practices that will attract, retain and motivate high caliber executives to drive the Trust’s growth, increase Unitholder value over the long-term and ensure Plaza’s compensation program aligns the interests of NEOs and Unitholders. The Trust strives to do this in a number of ways, including by ensuring that the measures against which the annual incentive bonus are measured weigh more heavily on measurable financial results of the Trust, as opposed to personal objectives.

75% of the annual bonus for 2023 was based on quantitative measures (Trust performance) and 25% was based on qualitative and discretionary measures (individual performance). The maximum bonus NEOs can earn is capped at 80% of base salary and bonuses are paid 50% in cash and 50% in Restricted Units, which are redeemable only for Units under the Amended & Restated Equity Incentive Plan, as they were under the Prior Plan.

The Governance & Compensation Committee adopted certain changes to our annual incentive bonus structure, effective for 2023. As FFO is a key performance indicator by which management measures Plaza’s performance, FFO growth continued to be a primary metric for NEO performance. Other key performance indicators for NEO bonuses were refined as further described below.

		Bonus Measures(1)	Maximum Potential(2)
A)	Quantitative Measures:		60%
	(i)	Income and Occupancy:
		FFO per Unit growth(3)	20%
		NOI growth(3)	10%
		Occupancy(4)	10%
	(ii)	Property Development Program:
		Development spend(5)	7%
		Completing projects as approved(6)	7%
		Overall qualitative assessment(7)	6%
B)	Qualitative & Discretionary(8) (9)		20%
		Total Maximum Potential (A+B)	80%

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Notes:

(1) Bonus measures as shown are applicable to all NEOs.
(2) As a percentage of base salary.
(3) The Trust uses certain non-GAAP financial measures, non-GAAP ratios and real estate industry supplemental financial measures, to measure, compare and explain the Trust’s operating results and financial performance, including FFO, net operating income (“ NOI ”) and same asset NOI. These measures are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have a standardized meaning prescribed by International Financial Reporting Standards (“ 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. Because non-GAAP financial measures, non-GAAP ratios and supplementary financial measures do not have standardized meanings prescribed under IFRS, securities regulators require that such measures be clearly defined, identified, and reconciled to their nearest GAAP measure. Plaza’s definitions of these non-GAAP measures, as well as reconciliations of the non-GAAP financial measures and non-GAAP ratios used by Plaza to the most directly comparable GAAP measures are provided under the sections “Property and Corporate Financial Performance 2023 and 2022” and “Explanation of Non-GAAP Measures” in Part VII of Plaza’s management’s discussion and analysis of operations and financial condition for the year ended December 31, 2023 (“ MD&A ”), which sections are hereby expressly incorporated by reference herein. The MD&A is contained within the Annual Report and available on SEDAR+ at www.sedarplus.ca and on Plaza’s website at www.plaza.ca.
(4) Occupancy is defined as tenants in place and paying full rent; and calculated as the simple average of the quarter-end actuals during the fiscal year.
(5) Development spend is measured by the actual versus the budgeted amount of spend set forth in the annual budget. The budgeted amount to be moved from properties under development (“ PUD ”) to income producing properties (“ IPP ”) versus actual for the year is also considered.
(6) Means meeting or exceeding the approved parameters for each completed project, including development costs, NOI, unleveraged yield, and delivery timing.
(7) Considerations for the overall qualitative assessment of the Trust’s development program include the quality of completed individual development projects, the depth of the development pipeline, and an overall assessment of the state of the development program.
(8) The qualitative and discretionary bonus is based on individual performance and is recommended by the President & CEO. Individual performance is aligned with strategy and is reviewed and determined each year, as appropriate. It consists of objectives which are measurable, but which allow for some qualitative judgment and discretion.
(9) General and administrative expense management is also to be considered as part of this category.

Quantitative Bonus Performance Ranges & Thresholds

The Governance & Compensation Committee also established revised quantitative performance measure ranges and thresholds for fiscal 2023, intended to incentivize performance at the high end of the ranges. The Committee believes that incentivizing performance in this fashion will ultimately lead to long-term, sustainable gains in Unitholder value:

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Plaza Retail REIT

Quantitative Measures	Threshold	Target	Maximum Potential	Actual Achieved
(i) Income & Occupancy:
FFO per Unit growth(1)	≤ 0	3.0%	≥ 4.0%	(5.70%)
Bonus Payable(2) (3)	0%	12%	20%	0%
NOI growth – same asset (1)	≤ 0	1.25%	≥ 2.0%	1.06%
Bonus Payable(2) (3)	0%	2%	5%	1.07%
NOI growth – total portfolio(1)	≤ 0	1.25%	≥ 2.0%	(0.32%)
Bonus Payable(2) (3)	0%	2%	5%	0%
Occupancy – same asset	≤ 96%	97.0%	≥ 98.0%	97.1%
Bonus Payable(2) (3)	0%	2%	5%	2.3%
Occupancy – total portfolio	≤ 96%	97.0%	≥ 98.0%	97.35%
Bonus Payable(2) (3)	0%	2%	5%	3.05%

*Total(2)*	0%	*20%*	*40%*	*7.05%*
(ii) Property Development Program:
Development spend(2) (4)			7%	6%
Completing projects as approved(2) (4)			7%	1%
Overall qualitative assessment(2) (4)			6%	3%

*Total(2)*			*20%*	*10%*

Notes:

(1) FFO, NOI and same asset NOI are non-GAAP financial measures. For where to find definitions, as well as reconciliations thereof to the most directly comparable GAAP measures, please refer to Annual Incentive Bonuses, Basic Principles & Structure , above.
(2) As a percentage of base salary.
(3) Bonus amount payable is determined by pro-rating between the reference points of threshold and target; and target and maximum potential, as applicable.
(4) There are no threshold and target reference points applicable to the property development program quantitative measures.

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Plaza Retail REIT

Annual Incentive Bonus Achieved by NEOs

The table below highlights the annual incentive bonuses earned by NEOs for fiscal 2023:

		Quantitative Bonus Achieved	Quantitative Bonus Achieved	Quantitative Bonus Achieved	Quantitative Bonus Achieved	Qualitative &
							Bonus Earned
		*(total*	*maximum potential 60% of salary)*			Discretionary
						Bonus
NEO	Base Sl(1)	FFO per Unit	NOI Growth	Portfolio Occupancy	Develop- ment	Achieved *(total maximum*	% of
	aary	Growth	(3) (4) (5)	(6) (7) (8)	Program	*potential 20% of* *base salary)*	base	$
	*($)*	(2)			(9)		salary
						(10)

Jim Drake Chief Financial Officer	289,598	-	1.70%	5.35%	10.00%	17.00%	34.05%	98,597
Peter Mackenzie Chief Investment Officer	327,448	-	1.70%	5.35%	10.00%	17.00%	34.05%	111,483
Mathieu Bordeleau Executive Vice- President, Quebec/Ontario	300,000	-	1.70%	5.35%	10.00%	16.00%	33.05%	99,150
Kimberly Strange General Counsel & Secretary	251,160	-	1.70%	5.35%	10.00%	17.00%	34.05%	85,510

Notes:

(1) Base salary as at January 1, 2024 (being January 1[st] preceding the bonus payment). For more information on the base salary earned by each NEO and payable in fiscal 2023, please refer to the Summary Compensation Table below.
(2) For the twelve months ended December 31, 2023, FFO per Unit decreased by 5.7% over the same period in the prior year, from $0.402 to $0.379 (as reported). For the purpose of calculating the annual incentive bonus, FFO per Unit may be adjusted for non-recurring items of a material nature only. There were no adjustments made in fiscal 2023 for the purpose of NEO bonuses.
(3) NOI growth target on (i) same-asset NOI growth was 5%; and (ii) total NOI growth for the portfolio was 5%.
(4) Same-asset NOI growth was 1.06% for the year, for resulting bonus of 1.7% as shown.
(5) Total NOI decreased for the portfolio by 0.32%, for a resulting bonus of 0%.
(6) Portfolio occupancy is based on (i) same-asset committed occupancy (5%); and (ii) total occupancy for the portfolio (5%).
(7) Average same-asset committed occupancy for the year was 97.0%, for a resulting bonus of 2.3%.

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(8) Average total occupancy for the portfolio for the year was 97.35%, for a resulting bonus of 3.05%
(9) Total development program achievement.
(10) In fiscal 2023, individual performance or qualitative measures for NEOs included advancement of Plaza’s strategy, leadership capabilities and contributions, business improvement initiatives, the NEO’s efforts in completing certain corporate strategic initiatives and other matters relating to the NEO’s areas of primary responsibility.

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

As previously noted, NEO bonuses for fiscal 2023 are payable 50% in cash and 50% in Restricted Units. Restricted Units are issuable under the Equity Incentive Plan, originally approved by Unitholders at the annual and special meeting held on May 27, 2021.

Types of Awards Issuable under Plan

If the Amended & Restated Equity Incentive Plan is approved at the Meeting, it will continue to provide for awards of Restricted Units, Performance Units, Deferred Units and other Unit-based awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Units. Under no circumstances are Restricted Units, Performance Units or Deferred Units 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 below) or rights on liquidation.

Restricted Units: A Restricted Unit award is an award denominated in notional units that entitles the participant to receive Units (each a “ Restricted Unit ”). Unless otherwise determined by the Plan Administrator (as hereinafter defined), Restricted Units will vest as follows: one-third (1/3) on the first anniversary of the date of grant, one-third (1/3) on the second anniversary of the date of grant and the balance on the third anniversary of the date of grant. Upon vesting, each Restricted Unit will be redeemed for one Unit issued from treasury.

The Plan Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Restricted Units to any participant, other than a trustee. The Plan Administrator may also, in accordance with the Plan, fix from time to time a portion of any bonus that is to be payable to executive officers and employees in the form of Restricted Units. The Plan Administrator has the sole authority to determine the settlement terms applicable to a grant of Restricted Units.

Deferred Units: A Deferred Unit award is an award denominated in notional units that entitles the participant to receive Units or, if so elected by the participant and subject to the approval of the Plan Administrator, cash, or a combination thereof (each a “ Deferred Unit ”).

Except as otherwise determined by the Plan Administrator, Deferred Units will vest immediately upon grant but shall be redeemable by a participant only on or after the date on which the participant is no longer employed by the Trust or a subsidiary or affiliate thereof or ceases to be a Trustee (the “ Termination Date ”), provided that any such settlement date is not later than two (2) years following the Termination Date. For greater certainty, in the event that a participant has not redeemed his or her Deferred Units prior to the date that is two (2) years following the Termination Date, such Deferred Units shall be automatically redeemed for Units issued from treasury on the date that is two (2) years following the Termination Date without any action

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required on the part of the participant. The Amended & Restated Equity Incentive Plan also permits Plaza to grant Deferred Units to executive officers and other employees, which, similarly, would be redeemable only on or after the date on which individual is no longer employed by the Trust.

The Plan Administrator may, from time to time, grant Deferred Units to any participant and/or may fix a portion of trustee fees or bonus that is to be payable in the form of Deferred Units, provided that any such determination must be made by December 31st in the year prior to the year to which such trustee fees or bonus relate. In addition, each participant will have the right to elect to receive trustee fees or bonus in the form of Deferred Units. A participant who elects to participate in the grant of Deferred Units shall receive their elected amount in the form of Deferred Units in lieu of cash. For greater certainty, with respect to any participant who is an executive officer or employee, the right to elect to receive any bonus or portion thereof in the form of Deferred Units shall only apply to that portion of the bonus payable in cash and not any portion of the bonus otherwise fixed by the Plan Administrator to be paid in the form of any award under the Plan.

The Trust may, but is under no obligation to, match up to 50% of the elected amount for each participant. The amount, if any, of a participant’s elected amount that is matched by the Trust may vary among participants.

Any cash payments made to a participant in respect of vested Performance Units or Deferred Units to be redeemed for cash shall be calculated by multiplying the number of Performance Units or Deferred Units, as applicable, to be redeemed for cash by the Market Price per Unit as at the settlement date. “ Market Price ” at any date in respect of the Units shall be the volume weighted average closing price of the Units on the TSX, for the five (5) trading days immediately preceding such date (or, if such Units are not then listed and posted for trading on the TSX, on such stock exchange on which the Units are listed and posted for trading as may be selected for such purpose by the Board); provided that, for so long as the Units are listed and posted for trading on the TSX, the Market Price shall not be less than the market price, as calculated under the policies of the TSX. In the event that such Units are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Units as determined by the Board in its sole discretion.

Performance Units: A Performance Unit award is an award denominated in notional units that entitles the participant to receive Units or, if so elected by the participant and subject to the approval of the Plan Administrator, cash, or a combination thereof (each a “ Performance Unit ”). Executive officers may not elect to settle Performance Units for a cash payment, in whole or in part, unless and until they have satisfied any minimum equity ownership requirements established by the Board from time to time. The Plan Administrator may, from time to time, grant Performance Units to any participant, other than a trustee and/or fix a portion of any bonus that is to be payable in the form of Performance Units, in accordance with the terms of the Plan.

The Plan Administrator also has the authority to determine any vesting terms, including the timing of vesting, applicable to a grant of Performance Units. Vesting of Performance Units shall be subject to and dependent on the achievement of performance goals as determined by the Plan Administrator prior to the date of grant and as set forth in the applicable award agreement. The performance goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the performance goals as necessary to align them with the Trusts’ corporate objectives. The performance goals may include a threshold level of performance below which no payment will be

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made (and/or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which maximum vesting will occur), all as set forth in the applicable award agreement.

Other Awards: The Plan Administrator may, from time to time, subject to the provisions of the Amended & Restated Equity Incentive Plan and the rules of the TSX, grant other awards to participants which are denominated or payable, valued in whole or in part by reference to, or otherwise based on or related to, Units (including, without limitation, securities convertible into Units) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan and provided that the rights pursuant to any other Unit-based awards comply with applicable law. The Plan Administrator will determine the terms and conditions of such other awards.

Previous grants of Restricted Units, Deferred Units, Performance Units or other awards to participants under the Amended Plan, as applicable, would be taken into account when considering new grants.

Distribution Equivalents

Unless otherwise determined by the Plan Administrator, Restricted Units, Deferred Units and Performance Units shall be credited with distribution equivalents in the form of additional Restricted Units, Deferred Units and Performance Units, respectively, as of each distribution payment date in respect of which normal cash distributions are paid on Units. Such distribution equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the distribution declared and paid per Unit by the number of Restricted Units, Deferred Units and Performance Units (in each case, vested and unvested), as applicable, held by the participant on the record date for the payment of such distribution, by (b) the Market Price at the close of the first business day immediately following the distribution payment date, with fractions computed to three decimal places. Distribution equivalents credited to a participant’s accounts shall vest on the same schedule as the Restricted Units, Deferred Units and Performance Units to which they relate, and shall be settled on the same basis.

Administration and Eligibility

The Amended & Restated Equity Incentive Plan will be administered by the Board of Trustees, and the Board may, in its discretion, delegate its administrative powers under the Plan to the Governance & Compensation Committee (in either case, herein referred to as the “ Plan Administrator ” or “ Administrator ”).

The Plan Administrator has the authority to, among other things:

determine the eligibility for awards to be granted and the individuals to whom grants of awards may be made;
make grants of awards on such terms and conditions as it determines including without limitation the time or times at which awards may be granted and the conditions under which they may be granted or forfeited to the Trust; the number of Units to be covered by any award; any applicable vesting conditions and/or any conditions relating to the attainment of specified performance goals; whether restrictions or limitations are to be imposed on the Units issuable pursuant to grants of any award, and the nature of such restrictions or limitations, if any; and any acceleration of exercisability or vesting, or waiver

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of termination regarding any award, based on such factors as the Board may determine;

cancel, amend, adjust or otherwise change the type of or the terms and conditions of any award under such circumstances as it considers appropriate in accordance with the provisions of the Plan;
to interpret the terms and provisions of the Plan and any award agreement, as well as establish the form or forms thereof; and to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

The Plan Administrator’s decisions with respect to the Amended & Restated Equity Incentive Plan and any awards thereunder will be binding upon all persons. Executive officers and all other employees of the Trust and its subsidiaries and affiliates will be eligible to participate in the Amended & Restated Equity Incentive Plan. Non-employees are also eligible to participate, however, only with respect to Deferred Units, as further described below. In other words, Restricted Units and Performance Units may not be granted to trustees.

Blackout Period

If the settlement date or expiry date for any award falls within a routine or special trading blackout period imposed by the Trust to restrict trades in the Trust’s securities or in the two business days following same, then, notwithstanding any other provision of the Plan, unless the delayed settlement or expiration would result in tax penalties, the settlement or expiry date for the award shall be automatically extended without any further act or formality so that the settlement or expiry date is at the close of business on the seventh (7[th] ) business day after the trading black- out period is lifted by the Trust, provided that settlement of vested Restricted Units and Performance Units shall not in any event extent beyond December 31 in the calendar year of the settlement date, resulting in the calculation of the Market Price for such settlement being made entirely outside of a blackout period.

Recoupment

Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Trust’s compensation clawback policy, and any other clawback, recoupment or similar policy adopted by the Trust and in effect at the date of grant of the award, or as set out in a participant’s award agreement, or as otherwise required by law or the rules of the TSX. The Plan Administrator may at any time waive the application of these provisions to any participant or category of participants.

Authorized Units & Outstanding Awards

The maximum number of Units that will be available for issuance under the Amended & Restated Equity Incentive Plan is five percent (5%) of the outstanding Units at any time. Units underlying Restricted Units, Deferred Units and Performance 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 Plan. Issuances of additional Units by the Trust will result in new awards being available for grant. As at December 31, 2023, 10,126,676 Units were available to be issued under the Equity Incentive Plan (representing approximately 9.08% of the Trust’s outstanding Units and Special Voting Units as at December 31, 2023).

As previously noted, as a rolling plan, the Amended & Restated Equity Incentive Plan is

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considered an “evergreen” plan and must be re-approved by Unitholders every three (3) years.

The following table sets out the awards outstanding under the Equity Incentive Plan as at December 31, 2023:

Type of Award(1)	Total Awards Outstanding as at December 31, 2023	Percentage of outstanding Units and Special Voting Units(2) (3)
Restricted Units	82,286(4)	0.074%
Deferred Units	470,205(4) (5)	0.42%
Performance Units	-	-

Notes:

(1) The Trust has not issued any other Unit-based awards under the Equity Incentive Plan.
(2) Plaza had a total of 110,368,640 Units outstanding as at December 31, 2023.
(3) Plaza had a total of 1,156,172 Special Voting Units outstanding as at December 31, 2023.
(4) Restricted Units and Deferred Units are credited with distribution equivalents in the form of additional Restricted Units and Deferred Units, respectively, as of each distribution payment date in respect of which normal cash distributions are paid on Units. Distribution equivalents are included in the above. See Amended and Restated Omnibus Equity Incentive Plan above for further information.
(5) The total awards of Deferred Units outstanding includes 115,383 Deferred Units owned by Barbara Trenholm, who ceased to be a trustee effective May 25, 2023. In accordance with the terms of the Equity Incentive Plan, Ms. Trenholm has two (2) years from the date she ceased to be a trustee within which to redeem her Deferred Units.

Participation Limits

Notwithstanding anything in the Amended & Restated Equity Incentive Plan, in accordance with the TSX Company Manual, the maximum aggregate number of Units issuable to Insiders (as defined in the Amended Plan) at any time pursuant to all of the Trust’s security based compensation arrangements (as defined in the TSX Company Manual) shall not exceed ten percent (10%) of the Trust’s total outstanding Units, on a non-diluted basis. The maximum aggregate number of Units issued to Insiders within any one-year period under all of the Trust’s security based compensation arrangements (as defined above) shall also not exceed ten percent (10%) of the Trust’s total outstanding Units on a non-diluted basis, provided that the acquisition of Units by the Trust for cancellation shall not constitute non-compliance with the Amended Plan for any awards outstanding prior to such purchase for cancellation. As of the date hereof, the Trust has no other security based compensation arrangements.

The maximum aggregate value of securities issuable to any non-employee trustee under the Amended Plan shall not exceed $150,000 per annum, which limitations do not apply to (i) grants of Deferred Units made pursuant to the Amended Plan in lieu of any cash retainer or meeting fees, or (ii) a one-time initial grant of Deferred Units or Units to a non-employee trustee upon such trustee joining the Board.

There are no other restrictions on maximum amounts issuable to any one person under the Amended & Restated Equity Incentive Plan.

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Burn Rates

Restricted Units

The following table sets out the annual burn rate for Restricted Units for the fiscal years shown:

Year	2023	2022	2021

Annual Burn Rate(1)	0.04%	0.05%	0.01%

Notes:

(1) Total number of Restricted Units granted in fiscal year, divided by the weighted average number of Units and Special Voting Units outstanding for the fiscal year.

Deferred Units

The following table sets out the annual burn rate for Deferred Units for the fiscal years shown:

Year	2023	2022	2021

Annual Burn Rate(1)	0.07%	0.09%	0.09%

Notes:

(1) Total number of Deferred Units granted or elected to be taken in fiscal year, divided by the weighted average number of Units and Special Voting Units outstanding for the fiscal year.

Preferred Units

The Trust has not granted any Preferred Units to date.

Assignability

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

Termination of Employment

The Amended & Restated Equity Incentive Plan sets out the treatment of unvested and vested awards in the context of a participant’s resignation or termination of employment with the Trust for any reason, including as it relates to death or disability, subject in each circumstance to the specific terms of the participant’s award agreement or as otherwise determined by the Plan Administrator.

Change of Control

In the event of a change of control of the Trust, the Plan Administrator has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and

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to prevent the dilution or enlargement of, any awards granted under the Amended & Restated Equity Incentive Plan, including to cause (i) the conversion or exchange of any outstanding awards into or for, rights or other securities of equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a change of control; (ii) outstanding awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an award to lapse, in whole or in part prior to or upon consummation of such change of control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such change of control; or (iii) any combination of the foregoing. In taking any of these actions, the Plan Administrator will not be required to treat all awards similarly in the transaction. For greater certainty, the Plan Administrator cannot cause any participant that is a resident of Canada for the purposes of the Income Tax Act to receive anything other than shares of a corporation or units of a “mutual fund trust”, or rights to acquire such shares or units, in any case of an entity that does not deal at arm’s length with the Trust (for the purposes of the Income Tax Act ) at the time such shares, units or rights are issued or granted.

Unless otherwise determined by the Plan Administrator, if a participant’s employment is terminated due to a change of control of the Trust, all Restricted Units, Deferred Units and Performance Units granted under the Plan that have not otherwise vested will immediately vest and be settled (based on the performance achieved up to the termination date in respect of Performance Units).

A “change of control” includes a transaction pursuant to which a person acquires more than 50% of the outstanding voting securities of the Trust, the sale of all or substantially all of the consolidated assets of the Trust to a third party, the dissolution or liquidation of the Trust, or a transaction requiring Unitholder approval where the Trust is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise.

Adjustments

Should the Trust effect a subdivision or consolidation of Units or any similar capital reorganization or a payment of a Unit distribution (other than a Unit distribution that is in lieu of a cash distribution), or should any other change be made in the capitalization of the Trust, or 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 Trust or other similar transaction affecting the Units, by sale or lease of assets or otherwise, that does not constitute a change of control and that would warrant the amendment or replacement of any existing awards in order to adjust the number of Units that may be acquired on the vesting of outstanding awards and/or the terms of any award in order to preserve proportionately the rights and obligations of the participants holding such awards, the Plan Administrator will, subject to the prior approval of the TSX (if required), authorize such steps to be taken, and shall adjust the number of awards outstanding and Units issuable under the Amended & Restated Equity Incentive Plan, as it may in its discretion deem appropriate to reflect the event.

In taking any of the steps provided above, the Plan Administrator will not be required to treat all awards similarly and where the Plan Administrator determines that these steps would not preserve proportionately the rights, value and obligations of the participants holding such awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested awards.

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Except as expressly provided, neither the issue by the Trust of Units or securities convertible into or exchangeable for Units, nor the conversion or exchange of such Units or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Units that may be acquired as a result of a grant of awards or other entitlements of the participants under such Awards.

Termination and Amendments

The Plan Administrator may from time to time, without notice and without approval of Unitholders, amend, modify, change, suspend or terminate the Amended & Restated Equity Incentive Plan or any awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any awards granted hereunder may materially impair any rights of a participant or materially increase any obligations of a participant under the Plan without the consent of the participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or TSX requirements.

Without limiting the generality of the forgoing, the Plan Administrator may, without approval of Unitholders, at any time or from time to time, amend the Amended & Restated Equity Incentive Plan for the purposes of:

making any amendments to the general vesting provisions of each award;
making any amendments to the provisions with respect to termination of employment or services;
making any amendments to add covenants of the Trust 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 any amendments not inconsistent with the 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 Trust, 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.

Subject to any rules of the TSX, approval of Unitholders shall be required for any amendment, modification or change that:

increases the number of Units available for issuance under the Equity Incentive Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Trust or its capital;

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increases or removes the limits on Units issuable or issued to Insiders;
extends the term of any award granted beyond its original expiry date (except where an expiry date would have fallen within a blackout period of the Trust);
increases or removes the limits on the participation of trustees;
expands the categories of the eligible participants in the Equity Incentive Plan;
permits awards to be transferred other than for normal estate settlement purposes; or
deletes or reduces the range of amendments which require approval of the Unitholders.

NEO EQUITY OWNERSHIP REQUIREMENTS

The Board adopted minimum ownership guidelines for NEOs on February 23, 2017, designed to further align NEO and Unitholder interests, focus them on the longer-term success of Plaza and demonstrate their financial commitment to the Trust through personal Unit ownership. The minimum ownership guidelines provide that (i) within five (5) years of the date the minimum ownership guidelines were put in place or (ii) within five (5) years of appointment, whichever is later, each NEO must own an amount in Units that is, in the aggregate, equal or greater in value to the respective NEO’s annual base salary. Each NEO is required to continue to hold such minimum ownership levels for as long as they serve as an executive officer of the Trust. Restricted Units count towards these equity ownership requirements, which are as prescribed from time to time by the Board. Ownership is calculated based on the greater of (i) the cost of Unit purchases or, in the case of Restricted Units, the price at which they were issued, and (ii) market value.

The holdings of NEOs as at April 8, 2024 are summarized in the table below, in relation to the minimum ownership guidelines:

Name	Number	Number of	Total	Total	Minimum	Meets
	of Units	Restricted	Number of	Value of	Equity	Require-
		Units	Units &	Units &	Ownership	ment
			Restricted	Restricted	Require-
			Units	Units(1)	ment(2)

Jim Drake	84,662	34,884	119,546	$423,193	$289,598	Yes
Peter Mackenzie(3)	104,200	39,371	143,571	$508,241	$327,448	Yes
Mathieu Bordeleau	-	13,964	13,964	$49,433	$300,000	In process(4)
Kimberly Strange	13,143	30,255	43,398	$153,629	$251,160	In process(5)

Notes:

(1) Units and Restricted Units are valued at the closing price of Units on the TSX on April 8, 2024, which was $3.54.
(2) Equals base salary as of April 8, 2024.

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(3) Peter Mackenzie also has control or direction over 112,548 Units owned by his spouse as at April 8, 2024.
(4) NEO has until December 12, 2027 to satisfy minimum equity ownership requirements.
(5) NEO has until May 6, 2026 to satisfy minimum equity ownership requirements.

The President & CEO (Michael Zakuta) is not included in the above. As a co-founder of Plaza, he is a significant Unitholder, owning directly or indirectly, or having control or direction over, 13,814,707 Units, equal to 12.52% of the outstanding Units as at April 8, 2024. This substantial ownership level creates significant long-term alignment with Unitholder interests.

EXECUTIVE COMPENSATION CLAWBACK

The Board of Trustees has adopted an executive compensation clawback policy in order to allow the Board to require, in specific situations, the reimbursement of short-term or long-term incentive compensation received by executives of the Trust. The Board believes that it is in the best interest of the Trust and Unitholders to create a maintain a culture that emphasizes integrity and accountability and that reinforces the Trust’s pay-for-performance compensation philosophy.

Under the policy, the Board may, to the extent it determines that it would not be unreasonable or in Plaza’s best interest to do so, require reimbursement of all or a portion of any bonus or incentive compensation paid to the executive during the preceding three-year period or cancel all or part of any equity-based awards or any unexercised or unvested equity-based awards in situations where:

the amount of incentive compensation received by the executive officer was calculated based upon, or contingent on, the achievement of certain financial results that were subsequently the subject of or affected by a material inaccuracy or restatement of all or a portion of the Trust’s financial statements;
the executive officer engaged in gross negligence, fraud or intentional misconduct which materially contributed to the need for the restatement or to the Trusts’ financial results being materially inaccurate; and
the incentive compensation payment received would have been lower had the financial results been properly reported.

In addition, if the Board determines that a member of management committed a material breach of the Trust’s Code of Business Conduct and Ethics (“ Code of Conduct ”) and the performancebased compensation awarded to or paid to a member of management prior to discovery of the Breach would have been a lower amount had the Board been aware of the breach at the time of the award or payment, the Board may direct the Trust to recover all or a portion of any bonus or incentive compensation or cancel all or part of any equity-based awards granted to such member of management, in each case, during the three-year period preceding the discovery by the Board of the material breach.

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SUMMARY COMPENSATION TABLE

Name and principal	Year	Salary	Annual	Unit-Based	Other	Total
position		($)	Incentive	Awards ($)	(9) (10)	Compensation
			Bonus	(Restricted		($)
			($)(7)	Units)(7)

Michael Zakuta President & CEO(1) (2) (3)	2023 2022 2021	400,000 400,000 400,000	- - -	- - -	- - -	400,000 400,000 400,000
Jim Drake Chief Financial Officer (1) (3) (4) (5) (8)	2023 2022 2021	284,285 272,136 263,400	49,299 45,509 53,040	49,298 45,508 53,040	- - -	382,882 363,153 369,480
Peter Mackenzie Chief Investment Officer (1) (3) (4) (5) (8)	2023 2022 2021	322,050 307,703 297,826	55,742 51,456 59,598	55,741 51,456 59,597	- - -	433,533 410,615 417,021
Mathieu Bordeleau Executive Vice-President, Quebec/Ontario(1) (3) (6) (8)	2023 2022 2020	300,000 11,953 -	49,575 - -	49,575 - -	- - -	399,150 11,953 -
Kimberly Strange General Counsel & Secretary(1) (3) (4) (5) (8)	2023 2022 2021	247,020 236,015 230,000	42,755 39,468 46,000	42,755 39,468 46,000	- - -	332,530 314,951 322,000

Notes:

(1) NEOs receive their compensation from Plaza Group Management Limited, the internalized property manager of the Trust and a wholly-owned subsidiary thereof.
(2) Michael Zakuta receives no compensation for his role as a trustee.
(3) Base salary shown in the Summary Compensation Table are the amounts earned in each fiscal year.
(4) Annual base salary for the Chief Financial Officer, the Chief Investment Officer and the General Counsel & Secretary effective from January 1 to April 30, 2023 was as follows, respectively: Jim Drake: $275,808; Peter Mackenzie: $311,855; and Kimberly Strange: $239,200.
(5) Annual base salary for the Chief Financial Officer, the Chief Investment Officer and the General Counsel & Secretary effective since May 1, 2023 was as follows, respectively: Jim Drake: $289,598; Peter Mackenzie: $327,448; and Kimberly Strange: $251,160.
(6) Mathieu Bordeleau, Executive Vice-President, Quebec/Ontario, did not receive a raise in fiscal 2023. As such, his base salary for the entire 2023 fiscal year was $300,000.
(7) Annual incentive bonuses for NEOs are payable 50% in cash (as shown in the Annual Incentive Bonus column) and 50% in Restricted Units (as shown in the Unit-Based Awards column). For further information on the 2023 annual incentive bonuses, please see Annual Incentive Bonus Earned by NEOs above.
(8) 11,292 Restricted Units were issued to Jim Drake on May 12, 2023 at a price of $4.03 per unit in payment of 50% of his annual bonus for fiscal 2022. 12,768 Restricted Units were issued to Peter Mackenzie and 9,793 Restricted Units were issued to Kimberly Strange on the same date and at the same price, in payment of 50% of their annual bonuses for fiscal 2022. As Mathieu Bordeleau’s employment did not commence

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until December 12, 2022, he was not paid a bonus and did not receive Restricted Units for the 2022 fiscal year.

(9) Plaza offers only limited perquisites to NEOs, in circumstances where it believes they promote the retention of the NEO or promote the efficient performance of the NEO’s duties. Plaza does not believe that perquisites and benefits should represent a significant portion of the compensation package for NEOs. Accordingly, the aggregate amount of perquisites and other personal benefits received by any NEO was not greater than the lesser of $50,000 or ten percent (10%) of the total salary and bonus earned or paid to the NEO and is not reported herein.
(10) Benefits pursuant to plans or programs that do not discriminate in scope, terms or operation and are generally available to all salaried employees are also not reported herein.

PERFORMANCE GRAPH

The following graph shows the cumulative total unitholder return for the Trust’s Units compared to the S&P/TSX Composite Index and the S&P/TSX Capped REIT Index for a five-year period ending December 31, 2023. The graph assumes all distributions were reinvested.

Comparison of 5 Year Total Return on $100 Invested

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2018-12-31 2019-12-31 2020-12-31 2021-12-31 2022-12-31 2023-12-31
Plaza Retail REIT S&P/TSX Composite Index S&P/TSX Capped REIT Index
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	31-Dec-18	31-Dec-19	31-Dec-20	31-Dec-21	31-Dec-22	31-Dec-23
Plaza Retail REIT	100	125.50	106.57	147.40	147.16	127.47
S&P/TSX Composite Index	100	122.88	129.76	162.32	152.83	170.79
S&P/TSX Capped REIT Index	100	122.79	106.72	144.2	119.66	122.80

The compensation of NEOs for fiscal 2023 was not directly tied to the market price of Units or total return to Unitholders over a five (5) year period. However, as noted above under Elements of Compensation and Decision Making, Annual Incentive Bonuses , fifty percent (50%) of the

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annual incentive bonus of NEOs is paid in Restricted Units, which vest only for Units under the Equity Incentive Plan and the Amended Plan. The value of Restricted Unit awards is directly tied to the market price of Units and assists in aligning the interests of NEOs with Unitholders.

COMPENSATION GOVERNANCE

Composition and Role of Governance & Compensation Committee

In fiscal 2023, the Governance & Compensation Committee was comprised of the following three (3) members: Stephen Johnson (Chair), Jane Marshall and Lynda Savoie. All members of the Governance & Compensation Committee are trustees and independent within the meaning of National Instrument 58-101 Disclosure of Corporate Governance Practices . None provided services to Plaza other than in connection with his or her services as a trustee and/or Committee chair/member.

The members of the Governance & Compensation Committee have the collective experience, skills and insight to provide effective oversight of executive compensation and to support the Committee in carrying out its mandate. Members have significant senior leadership experience from their tenures at public and private organizations, as well as operational, functional and other experience in human resources and compensation. This experience enables the Governance & Compensation Committee as a whole to make decisions with respect to Plaza’s compensation. For more details on the specific functions performed by the Governance & Compensation Committee in relation to NEO compensation, see Compensation Discussion and Analysis above.

The following table highlights the relevant experience of the Committee members:

Committee Member	Relevant Education and/or Experience
Stephen Johnson, Chair	Mr. Johnson was the CEO of CREIT, a publicly traded real estate investment trust from September 1996 until its acquisition by Choice Properties REIT (TSX) in May 2018. He then served as President & CEO of Choice Properties REIT until his retirement from Choice in May 2019.
Jane Marshall	Ms. 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 Real Estate Investment Trust since 2015 and is currently the Chair of Riocan’s People, Culture and Compensation Committee and a member of both its Nominating and Environmental, Social and Governance Committee and Investment Committee (which she chaired from 2017 to 2022). In 2022, she was elected to the board of BSR 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.
Lynda Savoie	Ms. Savoie, CPA, CA is a senior-level financial executive with nearly 30 years of experience working for public and privately owned businesses. She is the founder and CEO of Aperture Capital Consulting, a firm which specializes in providing corporate project management solutions to a range of clients in a variety of industries. From 1998 to 2012, she held various roles of increasing responsibility with Plazacorp, the predecessor of the Trust, including serving as its Treasurer and Corporate Secretary, and played a key role in developing various systems to meet continuous disclosure, internal control, and corporate governance requirements.

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Compensation Risk Management

The Board has overall responsibility for the oversight of Plaza’s risk management policies and practices. With respect to significant opportunities and risks affecting the Trust, the Board may impose such limits on the activities of the Trust as may be in the interests of Plaza and Unitholders.

The Board, in consultation with the President & CEO, the Chief Financial Officer and/or the General Counsel & Secretary, identifies the principal risks of the Trust’s business, including the likelihood of occurrence and potential impact on the Trust, on a quarterly basis and ensures appropriate systems are in place to manage these risks. This would include risks associated with the Trust’s compensation practices, if any. The Governance & Compensation Committee also oversees Plaza’s compensation policies and practices to ensure they do not encourage NEOs to take risks that would be reasonably likely to have a material adverse effect on Plaza. The compensation program is designed to motivate and reward NEOs who take appropriate business risks and actions that will create long-term sustainable growth, resulting in long-term Unitholder value. The Trust does not feel that its compensation practices would encourage any NEO to take inappropriate or excessive risks, and no particular risks have been identified as arising from the Trust’s compensation practices that are reasonably likely to have a material adverse effect on the Trust.

Plaza also has in place several policies and practices applicable to its NEOs, which are, among other things, designed to mitigate any compensation risk. These policies and practices include:

an equity incentive plan which focuses on the longer-term;
guidelines for NEOs that require a minimum level of Unit ownership, which each NEO is required to continue to hold for as long as they serve as an executive officer of the Trust;
annual incentive bonuses for NEOs are capped at a maximum of 80% of base salary;
strong governance oversight – the Governance & Compensation Committee reviews and approves appropriate compensation for NEOs each year;
we do not provide guaranteed, multi-year bonuses;
a claw-back policy which, among other things, discourages misconduct by NEOs; and
a prohibition against the hedging of changes in the value of Plaza’s securities, as described below.

Anti-Hedging

The Trust prohibits NEOs and trustees from purchasing financial instruments designed to hedge or offset a decrease in the market value of equity securities of the Trust granted as compensation or held, directly or indirectly, by the NEO or trustee.

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INCENTIVE PLAN AWARDS

Outstanding Unit-Based Awards - Unvested Restricted Unit Awards

The following Restricted Units were outstanding to NEOs at the end of the 2023 fiscal year:

NEO(1)	Number of Restricted Units that had not vested at December 31, 2023(2) (3)	Value of Unvested Restricted Units at December 31, 2023 (4)	Vesting Dates	Number of Restricted Units that will vest on each Vesting Date
Jim Drake	8,582	$31,582	August 5, 2024 August 5, 2025	4,291 4,291
	11,292	$41,554	May 12, 2024 May 12, 2025 May 12, 2026	3,764 3,764 3,764
Total	19,874	$73,136		19,874
Peter Mackenzie	9,643	$35,486	August 5, 2024 August 5, 2025	4,822 4,821
	12,768	$49,986	May 12, 2024 May 12, 2025 May 12, 2026	4,256 4,256 4,256
Total	22,411	$82,472		22,411
Kimberly Strange	7,443	$27,390	August 5, 2024 August 5, 2025	3,722 3,721
	9,794	$36,042	May 12, 2024 May 12, 2025 May 12, 2026	3,265 3,265 3,264
Total	17,237	$63,432		17,237

Notes:

(1) Mathieu Bordeleau had no Restricted Units as at December 31, 2023.
(2) Restricted Units vest as follows: one-third (1/3) of the Restricted Unit Award on the first anniversary of the grant date, one-third (1/3) on the second anniversary and the balance on the third anniversary.
(3) Restricted Units are credited with distribution equivalents in the form of additional Restricted Units as of each distribution payment date in respect of which normal cash distributions are paid on Units. Distribution equivalents credited to a participant’s account vest on the same schedule as the Restricted Units to which they relate, and shall be settled on the same basis. Distribution equivalents are not included in the above. See Amended and Restated Omnibus Equity Incentive Plan above for further information.

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(4) The value set out in this column is based on the closing price of Units on the TSX at December 29, 2023, the last trading day on the TSX in fiscal 2023, which was $3.68.

– - Value Vested or Earned During the Year Equity and Non Equity

The following Restricted Units owned by NEOs vested during the 2023 fiscal year and non-equity incentive awards earned were as follows:

Name	Equity incentive plan – Value	Non-equity incentive plan –
	vested during the year(4) (5)	Value earned during the year(6)

	(Restricted Units)	(Annual Incentive Bonus)

Jim Drake(1)	$20,766	$49,299
Peter Mackenzie(2)	$28,086	$55,742
Kimberly Strange(3)	$16,464	$42,755

Notes:

(1) Jim Drake had 5,158 Restricted Units vest on August 5, 2023 and 485 Restricted Units vest on December 11, 2023, for a total of 5,643 Restricted Units that vested during the year.
(2) Peter Mackenzie had 5,800 Restricted Units vest on August 5, 2023 and 1,832 Restricted Units vest on December 11, 2023, for a total of 7,632 Restricted Units that vested during the year.
(3) Kimberly Strange had a total of 4,474 Restricted Units vest on August 5, 2023.
(4) The value of Restricted Units is based on the closing price of Units on the TSX at December 29, 2023, the last trading day on the TSX in fiscal 2023, which was $3.68.
(5) Restricted Units are redeemable only for Units, not for cash. For further information, see Amended and Restated Omnibus Equity Incentive Plan above.
(6) Annual incentive bonuses for NEOs are payable 50% in cash and 50% in Restricted Units to be granted in accordance with the Equity Incentive Plan. The amount shown in this column is the cash component of the annual incentive bonus earned by each NEO for fiscal 2023. The Restricted Unit component of the bonus is not shown in the first column above as none of the Restricted Units have vested.

PENSION PLAN BENEFITS

The Trust has no pension plans or other forms of funded or unfunded retirement compensation and none are proposed at this time.

EMPLOYMENT AGREEMENTS & TERMINATION AND CHANGE OF CONTROL PROVISIONS

As at December 31, 2023, the Trust had employment agreements with all NEOs. The following includes an estimate of the amounts payable under each NEO’s employment agreement assuming that termination of employment occurred at December 31, 2023 as a result of a change of control or without cause unrelated to a change of control, as well as a summary of the provisions pursuant to which such payment would be made (as applicable).

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The actual amount a NEO would receive upon termination of employment in either of these scenarios can only be determined at the time the NEO leaves the Trust.

President & CEO

From November 1, 2005 to June 30, 2011, Michael Zakuta freely and voluntarily provided his services without salary, bonuses, benefits or any other form of compensation from the Trust’s predecessor, Plazacorp. The annual compensation of Michael Zakuta was paid by Plaza Group Management Limited, which was an external property manager from March 30, 2009 to June 30, 2011. Effective July 1, 2011, Plazacorp purchased the shares of Plaza Group Management Limited at its carrying amount. As a result of that transaction, property management and corporate management were internalized.

Mr. Zakuta’s employment agreement (effective January 1, 2014) provides for an annual base salary (see Summary Compensation Table above for base salary paid for the last three (3) fiscal years) and such bonuses or further compensation as may be approved by Board, upon recommendation of the Governance & Compensation Committee. As noted above under Compensation Discussion and Analysis , Mr. Zakuta does not receive any annual incentive bonus as part of his compensation. Mr. Zakuta’s employment agreement contains non- solicitation and confidentiality covenants consistent with industry standards which survive post- employment with Plaza.

Mr. Zakuta’s employment agreement also provides for reimbursement of reasonable expenses incurred by him as a result of his work on behalf of the Trust upon presentation of supporting documentation. The expenses of the President & CEO are reviewed annually by the Chair of the Audit Committee and reported to the Audit Committee and the Board. Any expense that the Chair of the Audit Committee deems is not a valid business expense of the Trust would have to be reimbursed. All expenses submitted have been in compliance with Trust policy and no reimbursement has been required to date.

If the employment of Mr. Zakuta is terminated for cause or if he resigns, he will not be entitled to any notice and will not be entitled to any compensation or benefits beyond the date of termination or resignation, as applicable. Notice of termination without cause, or compensation in lieu thereof, would be implied as a result of civil law and there are no change of control provisions in Mr. Zakuta’s employment agreement.

Chief Financial Officer

Jim Drake has been employed by Plaza in various capacities since December 23, 2000. A new employment agreement was agreed upon with Mr. Drake and entered into on January 23, 2020, to replace his previous terms of employment.

Mr. Drake’s employment agreement provides for an annual base salary (see Summary Compensation Table above for base salary paid for the 2023 fiscal year) and eligibility to receive annual salary raises and bonuses following annual review (see Elements of Compensation and Decision Making above for considerations in determining salary raises and bonuses for the 2023 fiscal year). Mr. Drake’s employment agreement provides for reimbursement of expenses incurred as a result of his work on behalf of Plaza in accordance with its established reimbursement policies, and upon submission and approval of an expense report. The agreement also contains non-solicitation and confidentiality covenants consistent with industry standards which survive post-employment with Plaza.

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Assuming Mr. Drake’s employment was terminated at December 31, 2023 as a result of a change of control or without just cause unrelated to a change of control, his employment agreement provides for a lump sum severance payment equal to one (1) month of current base salary for each year of completed service since the commencement of his employment (December 23, 2000), pro-rated for any partial year of service, plus one-year bonus (based on the average of the last two years’ bonuses), which would result in a payment of approximately $656,548. He would also be entitled to (a) all accrued and unpaid base salary and vacation pay to the date of termination; (b) reimbursement of outstanding business expenses upon submission and approval of an expense report; (c) eligible employee benefits would continue for twelve (12) months from the date of termination or until he finds other full-time employment, whichever is less; and (d) immediate vesting of any outstanding equity-based compensation, in accordance with the provisions of the applicable plan. For details on the number of Restricted Units outstanding as at December 31, 2023 to Mr. Drake, please see Incentive Plan Awards, Outstanding Unit-Based Awards - Unvested Restricted Unit Awards above.

In the event Mr. Drake’s employment was terminated for just cause or if he resigns, he would not be entitled to any notice and would not be entitled to any compensation or benefits beyond the date of termination or resignation, as applicable.

Executive Vice-President & Chief Investment Officer

Peter Mackenzie has been employed as Executive Vice-President & Chief Investment Officer since January 1, 2017. Mr. Mackenzie’s employment agreement provides for an annual base salary (see Summary Compensation Table above for base salary paid for the 2023 fiscal year) and eligibility to receive annual salary raises and bonuses following annual review (see Elements of Compensation and Decision Making above for considerations in determining salary raises and bonuses for the 2023 fiscal year). Mr. Mackenzie’s employment agreement also provides for reimbursement of all approved expenses incurred as a result of his work on behalf of Plaza upon presentation of satisfactory supporting documentation. The agreement contains non-solicitation and confidentiality covenants consistent with industry standards which survive post-employment with Plaza.

Assuming Mr. Mackenzie’s employment was terminated at December 31, 2023 as a result of a change of control, his employment agreement provides for: (a) a lump-sum payment equal to twelve (12) months of total compensation in lieu of notice of termination, calculated on the basis of (i) annual base salary; (ii) bonus equal to 40% of annual base salary; and (iii) a payout of 3,333 Restricted Units in lieu of a grant (for the purposes of the estimate, valued at $3.68 each, being the closing price of Units on the TSX on December 29, 2023, the last trading day on the TSX in fiscal 2023); and (b) an additional bonus equal to 40% of annual base salary for the period from January 1 to December 31, 2023 (Mr. Mackenzie’s employment agreement provides for a prorated bonus from the first day of the fiscal year in which employment is terminated to the termination date), which would result in a payment of approximately $601,671.

Assuming Mr. Mackenzie’s employment was terminated at December 31, 2023 as a result of a termination without just cause unrelated to a change of control, Mr. Mackenzie’s compensation would be calculated on the same basis as above, except he would be entitled to six (6) months of total compensation in lieu of notice of termination in paragraph (a), as opposed to twelve (12), which would result in a payment of approximately $437,947.

In the event of termination due to either a change of control or without cause unrelated to a change

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of control, Mr. Mackenzie would also be entitled to continuation of benefits for twelve (12) months, payment of any outstanding wages, reimbursement of outstanding business expenses and payment of any outstanding accrued vacation pay. All outstanding Restricted Units would also immediately vest, which are redeemable for Units. For details on the number of Restricted Units outstanding as at December 31, 2023 to Mr. Mackenzie, please see Incentive Plan Awards, Outstanding Unit-Based Awards - Unvested Restricted Unit Awards above.

In the event Mr. Mackenzie’s employment was terminated for just cause or if he resigns, he would not be entitled to any notice and would not be entitled to any compensation or benefits beyond the date of termination or resignation, as applicable.

Executive Vice-President, Quebec/Ontario

Mathieu Bordeleau was hired on December 12, 2022. His employment agreement provides for an annual base salary (see Summary Compensation Table above for base salary paid for the 2023 fiscal year) and eligibility to receive annual salary raises and bonuses following annual review (see Elements of Compensation and Decision Making above for considerations in determining salary raises and bonuses for the 2023 fiscal year). Mr. Bordeleau’s employment agreement provides for reimbursement of expenses incurred as a result of his work on behalf of Plaza in accordance with its established reimbursement policies, and upon submission and approval of an expense report. The agreement also contains non-solicitation and confidentiality covenants consistent with industry standards which survive post-employment with Plaza.

Assuming Mr. Bordeleau’s employment was terminated at December 31, 2023 as a result of a change of control or without just cause unrelated to a change of control, his employment agreement provides for indemnity for notice equal to the greater of six (6) months or one (1) month of current base salary for each year of completed service since his commencement date (up to a maximum of 24 months), pro-rated for any partial year of service, plus one-year bonus (based on the average of the last two years’ bonuses), which would result in a payment of approximately $199,575. He would also be entitled to (a) all accrued and unpaid base salary and vacation pay to the date of termination; (b) reimbursement of outstanding business expenses upon submission and approval of an expense report; (c) eligible employee benefits would continue for twelve (12) months from the date of termination or until he finds other full-time employment, whichever is less; and (d) immediate vesting of any outstanding equity-based compensation, in accordance with the provisions of the applicable plan.

In the event Mr. Bordeau’s employment was terminated for just cause or if he resigns, he would not be entitled to any notice and would not be entitled to any compensation or benefits beyond the date of termination or resignation, as applicable.

General Counsel & Secretary

Kimberly Strange has been employed by Plaza in various capacities since January 8, 2007. A new employment agreement was agreed upon with Strange and entered into dated November 26, 2021, to replace her previous terms of employment.

Ms. Strange’s employment agreement provides for an annual base salary (see Summary Compensation Table above for base salary paid for the 2023 fiscal year) and eligibility to receive annual salary raises and bonuses following annual review (see Elements of Compensation and Decision Making above for considerations in determining salary raises and bonuses for the 2023 fiscal year). Ms. Strange’s employment agreement provides for reimbursement of expenses

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incurred as a result of her work on behalf of Plaza in accordance with its established reimbursement policies, and upon submission and approval of an expense report. The agreement also contains non-solicitation and confidentiality covenants consistent with industry standards which survive post-employment with Plaza.

Assuming Ms. Strange’s employment was terminated at December 31, 2023 as a result of a change of control or without just cause unrelated to a change of control, her employment agreement provides for a lump sum severance payment equal to one (1) month of current base salary for each year of completed service since the commencement of her employment (January 8, 2007), pro-rated for any partial year of service, plus one-year bonus (based on the average of the last two years’ bonuses), which would result in a payment of approximately $433,159. She would also be entitled to (a) all accrued and unpaid base salary and vacation pay to the date of termination; (b) reimbursement of outstanding business expenses upon submission and approval of an expense report; (c) eligible employee benefits would continue for twelve (12) months from the date of termination or until she finds other full-time employment, whichever is less; and (d) immediate vesting of any outstanding equity-based compensation, in accordance with the provisions of the applicable plan.

In the event Ms. Strange’s employment was terminated for just cause or if she resigns, she would not be entitled to any notice and would not be entitled to any compensation or benefits beyond the date of termination or resignation, as applicable.

TRUSTEE COMPENSATION

TRUSTEE COMPENSATION COMPONENTS

The compensation program for non-employee trustees is generally designed to reflect market best practices; compensation payable to non-employee board members in organizations similar in size and type to Plaza are considered in setting such compensation.

The Governance & Compensation Committee annually reviews and approves, and recommends the Board approve, the compensation of non-employee trustees and any changes thereto. The Committee may receive a recommendation from, inter alia , the Chair of the Board or the Chair of the Committee for any changes in fees. All changes must be approved by the Governance & Compensation Committee, for recommendation of approval to the Board.

The below table shows compensation that was payable to non-employee trustees in 2023:

Trustee	Annual Compensation(1) (2) (3)

Chair of the Board	$87,500(4) (6)
Vice-Chair of the Board	$87,500(4) (6)
Board Member	$67,500(5) (6)
Chair of Audit Committee	$85,000(7)
Chair of Governance & Compensation Committee	$82,500(8)

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Notes:

(1) Reasonable travel fees and other out-of-pocket expenses relating to meetings or Board business are also payable. Out-of-pocket expenses are reimbursed upon presentation of suitable documentation.
(2) Non-employee trustee compensation is paid quarterly.
(3)
Compensation is effective as of May 25, 2023.
(4) A flat fee of $87,500 is paid to each of the Chair of the Board and Vice-Chair of the Board as shown. No additional fees are paid for meeting attendance. Both trustees are expected to attend all meetings.
(5) Compensation for other Board members is made up of two components for a total of $67,500:
(i) an annual honorarium of $57,500; and
(ii) an annual equity award of $10,000 in Deferred Units.

No additional fees are paid for meeting attendance. Trustees are expected to attend all meetings.

(6) Prior to May 25, 2023:
(i) a flat fee of $85,000 was payable to the Chair of the Board and the Vice-Chair of the Board; and
(ii) total compensation payable to other Board members per year was $65,000, comprised of an annual honorarium of $55,000 and annual equity award of $10,000 in Deferred Units.
(7) The Chair of the Audit Committee is paid an additional $17,500 per annum, for a total of $85,000 as shown in the table above.
(8) The Chair of the Governance & Compensation Committee is paid an additional $15,000 per annum, for a total of $82,500 as shown in the table above.

SUMMARY COMPENSATION TABLE – TRUSTEES

For fiscal 2023, each non-employee trustee earned fees and were granted Deferred Units outlined in the table below:

		Unit-based	Unit-based
		Awards	(3) (4)(5)		% of cash fees
		(#)	($)		received in
Name(1)	Fees			Total	Deferred Units
	earned				as at December
					31, 2023(6)
Earl Brewer	$86,743	-	-	$86,743	100%
Stephen Johnson	$69,160	2,471	10,000	$79,160	100%
Jane Marshall	$56,670	2,471	10,000	$66,670	0%
Doug McGregor	$86,743	-	-	$86,743	100%
Lynda Savoie	$74,160	2,471	10,000	$84,160	50%
Susan Taves(2)	$34,676	1,581	6,000	$40,676	0%

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Notes:

(1) Please see Trustee Compensation Components above for further details on the compensation payable to non-employee trustees in 2023.
(2) Susan Taves was elected to the Board effective May 25, 2023.
(3) Amounts in these columns reflect the total number and value of Deferred Units granted to non-employee trustees in fiscal 2023. Non-employee trustees (other than the Chair of the Board and the Vice-Chair of the Board) were granted a total of $10,000 each ($2,500 per quarter) in Deferred Units as follows:
(i) 522 Deferred Units on February 27, 2023 at a price of $4.79 each, representing quarterly payment for Q1 2023;
(ii) 620 Deferred Units on May 25, 2023 at a price of $4.03 each, representing quarterly payment for Q2 2023, except Susan Taves, who was granted a pro-rated number of 252 Deferred Units in accordance with the date of her election to the Board;
(iii) 638 Deferred Units on August 8, 2023 at a price of $3.92 each, representing quarterly payment for Q3 2023; and
(iv) 691 Deferred Units on November 9, 2023 at a price of $3.62 each, representing quarterly payment for Q4 2023.
(4) The number of Deferred Units received was determined by dividing the amount awarded by the volume weighted average closing price of Units traded on the TSX for the five (5) trading days immediately preceding the applicable award date, in accordance with the Equity Incentive Plan.
(5) Does not include distribution equivalents credited to the non-employee trustee’s Deferred Unit account when cash distributions are paid on Units. For further information on distribution equivalents, please see Statement of Executive Compensation – Amended & Restated Omnibus Equity Incentive Plan above.
(6) Trustees may elect to receive up to 100% of cash fees earned in the form of Deferred Units.

TRUSTEE EQUITY OWNERSHIP REQUIREMENTS

Each non-employee trustee is required to make an investment equal to $250,000 within three (3) years of becoming a trustee. Each trustee is required to continue to hold such minimum ownership levels for as long as they serve as a trustee. Deferred Units count towards these equity ownership requirements, which are as prescribed from time to time by the Board. Ownership is calculated based on the greater of (i) the cost of Unit purchases or, in the case of Deferred Units, the price at which they were issued, and (ii) market value.

As at April 8, 2024, each incumbent non-employee trustee nominee meets this requirement, as summarized in the table below.

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Name	Number	Number of	Total	Total Value of	Meets Equity
	of Units	Deferred	Number of	Units and	Ownership
	(1)	Units	Units and	Deferred Units	Requirement
			Deferred	(2)
			Units

Earl Brewer	7,594,779	72,089	7,666,868	$27,140,713	Y
Stephen Johnson	318,834	134,779	453,613	$1,605,790	Y
Jane Marshall	20,484(3)	44,552	65,036	$250,707	Y
Doug McGregor	197,180	88,388	285,568	$1,010,911	Y
Lynda Savoie	205,100	42,448	247,548	$876,320	Y
Susan Taves(4)	52,090(5)	2,349	54,439	$203,893	In process

Notes:

(1) Includes Units which are owned, directly, indirectly and over which the trustee has control or direction.
(2) Units and Deferred Units are valued at the closing price of Units on the TSX on April 8, 2024 which was $3.54, except as otherwise provided below.
(3) Ms. Marshall’s Units are valued at the cost of purchase as follows:
(i) 2,100 Units purchased on November 13, 2019 at $4.58 each;
(ii) 1,900 Units purchased on November 13, 2019 at $4.59 each;
(iii) 9,000 Units purchased on November 13, 2019 at $4.60 each;
(iv) 6,867 Units purchased on March 4, 2020 at $4.52 each; and
(v) 617 Units purchased under automatic distribution reinvestment plan in 2020 at an average price of $3.59 per Unit.
(4) Susan Taves was elected to the Board on May 25, 2023. As such, she has until May 25, 2026 to meet the minimum equity ownership requirement.
(5) Ms. Taves’ Units are valued at the cost of purchase as follows:
(i) 12,865 Units purchased on June 20, 2023 at $3.95 each;
(ii) 10,500 Units purchased on October 19, 2023 at $3.64 each;
(iii) 6,260 Units purchased on December 28, 2023 at $3.66 each;
(iv) 20,630 Units purchased on December 29, 2023 at $3.72 each; and
(v) 1,835 Units purchased on January 5, 2024 at $3.752 each.

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INCENTIVE PLAN AWARDS

- Outstanding Unit Based Awards and Value Vested during the Year

Deferred Units outstanding to non-employee trustees as at December 31, 2023 were:

Name	Number of Deferred	Value of Deferred Units
	Units not paid out or	not paid out or
	redeemed (1)	redeemed(2)

Earl Brewer	64,668	$237,978
Stephen Johnson	126,513	$465,568
Jane Marshall	43,014	$158,292
DougMcGregor	80,658	$296,821
Lynda Savoie	38,357	$141,154
Susan Taves	1,613	$5,936

Notes:

(1) Reflects the cumulative number of Deferred Units granted and credited, which remain held and have not been redeemed. Deferred Units vest immediately upon grant, however, cannot be redeemed until the non-employee trustee ceases to be a trustee of the Trust and, as such, will be settled at that time.
(2) Deferred Units are valued at the closing price of Units on the TSX on December 29, 2023, the last trading day on the TSX in fiscal 2023, which was $3.68.

TRUSTEES AND OFFICERS LIABILITY INSURANCE

The Trust annually renews and purchases liability insurance for the benefit of the trustees and officers of the Trust. The total program limit is $15,000,000 per occurrence and in the aggregate for the policy period December 31, 2023 to December 31, 2024. The primary policy limit is $10,000,000 with Liberty Mutual Insurance Company; the excess policy limit is $5,000,000 with AIG Insurance Company of Canada. The primary policy has a corporate deductible of $50,000 and no deductible applies to the individual trustees or officers. The total premium paid for the primary and excess policies in the 2023 fiscal year was $54,200. All premiums are paid entirely by the Trust.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Subject to the assumptions made below, the following table sets out the number of Units that could be issued under the Equity Incentive Plan in respect of the total number of Restricted Units and Deferred Units outstanding, respectively, as at December 31, 2023:

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Plan category	Number of	Number of securities
	securities that	remaining available for
	could be issued	future issuance under
	upon redemption	equity compensation plans
	(3) (4) (5)
Equity compensation plans approved by security holders Equity Incentive Plan(1) (2)	643,452	9,483,224
Equity compensation plans not approved by security holders	-	-

Notes:

(1) Equity Incentive Plan was approved by Unitholders on May 27, 2021. The Amended Plan has been submitted for Unitholder approval at the Meeting.
(2) 10,126,676 Units were available to be issued under the Equity Incentive Plan as at December 31, 2023, prior to subtracting the number of securities that could be issued on redemption as indicated in the next column. The maximum number of Units available for issuance under the Amended Plan has been reduced from ten percent (10%) to five percent (5%) of Plaza’s outstanding Units at any time.
(3) The total number of Restricted Units outstanding as at December 31, 2023 which have not vested or been cancelled was 82,286. Each Restricted Unit notionally represents one (1) Unit. Restricted Units vest as follows: one-third (1/3) of the Restricted Unit Award on the first anniversary of the grant date, one-third (1/3) on the second anniversary and the balance on the third anniversary, and can only be redeemed for Units. Restricted Units are credited with distribution equivalents in the form of additional Restricted Units as of each distribution payment date in respect of which normal cash distributions are paid on Units. Distribution equivalents credited to a participant’s account vest on the same schedule as the Restricted Units to which they relate, and shall be settled on the same basis. The figure in this column includes all Restricted Units participants would have been entitled to throughout the three (3) year vesting period, based on the number of Restricted Units outstanding as at December 31, 2023 and applying the annual distribution rate of $0.28 per Unit and Market Price per Unit on December 19, 2023 (the last distribution payment date in fiscal 2023) of $3.67. See Statement of Executive Compensation – Amended & Restated Omnibus Equity Incentive Plan above for further information on Restricted Units and distribution equivalents.
(4) Each Deferred Unit is economically equivalent to one (1) Unit. Deferred Units are also credited with distribution equivalents in the form of additional Deferred Units as of each distribution payment date in respect of which normal cash distributions are paid on Units. Distribution equivalents credited to a participant’s account vest on the same schedule as the underlying Deferred Units, and shall be settled on the same basis. The total number of Deferred Units outstanding as at December 31, 2023 was 470,205, including distribution equivalents. Deferred Units vest immediately upon grant and cannot be redeemed (for Units or cash) until the holder ceases to be a trustee of the Trust. The figure in this column assumes that all outstanding Deferred Units as at December 31, 2023 were redeemed for Units.
(5) The number of securities shown are not net of applicable withholding taxes.

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INDEBTEDNESS OF TRUSTEES AND EXECUTIVE OFFICERS

There was no indebtedness owed to the Trust by any trustee or NEO in fiscal 2023.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed trustee of Plaza, or any associate or affiliate of such persons, has any material interest in any transaction that has or would materially affect Plaza, or in any proposed transaction, other than:

Trustees of Plaza own, directly or indirectly or have control or direction over, $400,000, $519,000, $15,000, and $684,000, respectively, in unsecured debentures of Plaza (stated at face value).
Plaza is a party to various land leases on nine parcels of land with an entity indirectly owned and controlled by Earl Brewer and Michael Zakuta.
Plaza has notes payable of $261 thousand (December 31, 2022 - $261 thousand) that are owed to parties controlled directly or indirectly by Michael Zakuta. The non-interest bearing notes existed at the time of acquisition of properties in September 2000 and are repayable on sale or refinancing of the related asset.

Reference is also made to Plaza’s Annual Information Form for the fiscal year ended December 31, 2023 for further information, a copy of which has been filed on SEDAR+ at www.sedarplus.ca and may be obtained on Plaza’s website at www.plaza.ca or by Unitholders, without charge, by contacting the Trust Secretary.

STATEMENT OF GOVERNANCE PRACTICES

The Board of Trustees recognizes that Unitholders and other stakeholders significantly value effective governance and that good governance contributes to effective and efficient decisionmaking. The Board, through the Governance & Compensation Committee, reviews its governance practices annually to make certain they are appropriate for the Trust.

The following describes the Trust’s practices with reference to National Policy 58-201, Corporate Governance Guidelines and National Instrument 58-101, Disclosure of Corporate Governance Practices (collectively, the “ Governance Guidelines ”).

PROPOSED BOARD OF TRUSTEES AND INDEPENDENCE

The Governance & Compensation Committee performs an annual assessment of the

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independence of each trustee and reports the results of that assessment to the Board. The number of trustees to be elected at the Meeting is seven (7), of whom the Board considers five (5) to be “independent” within the meaning of the Governance Guidelines. This means that over 70% of the proposed members of the Board are independent. Accordingly, the Trust complies with the Governance Guidelines, which provide that a board should have a majority of independent members, and with the Declaration of Trust, which provides that a majority of Plaza’s trustees must qualify as independent. In addition, no non-independent trustee is a member or proposed to be a member of any Committee of the Board.

The trustees nominated for election at the Meeting are as follows:

Proposed Trustees	Independence Status

Earl Brewer	Non-independent(1)
Stephen Johnson	Independent
Jane Marshall	Independent
Doug McGregor	Independent
Lynda Savoie	Independent
Susan Taves	Independent
Michael Zakuta	Non-independent(2)

Notes:

(1) Earl Brewer transitioned from the executive office of Chair of the Board effective June 2, 2020 and ceased to be an employee effective December 31, 2020. Given Mr. Brewer’s long-standing relationship with Plaza, the Board has determined that he should not yet be considered independent.
(2) Michael Zakuta is considered to be a non-independent trustee because he holds an executive officer position in the Trust as President & CEO.

OTHER PUBLIC ENTITY DIRECTORSHIPS & BOARD INTERLOCKS

Plaza values the experience trustees bring from other boards on which they serve, but recognizes that those boards may also present demands on a trustee's time and availability, as well as conflicts of interest. The Board has determined that trustees can serve on other public entity boards where (i) there is no inherent conflict of interest; (ii) where such other directorship does not unreasonably impact the availability and time such trustee can commit to the Trust; and (iii) so long as such other directorship(s) does not result in the trustee being considered to be “overboarded”. No resources of the Trust shall be used for such other directorships.

Trustees must follow the process for approval of public directorships approved by the Governance & Compensation Committee if asked to sit on any public boards other than the Trust. This provides that trustees will request the approval of the Chair of the Board and the Chair of the Governance & Compensation Committee prior to accepting an invitation to serve as a director/trustee. The Chair of the Board and the Chair of the Governance & Compensation

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Committee will review the request, and depending on the circumstances, may seek the input and approval of the full Governance & Compensation Committee.

As of April 8, 2024, trustee nominees serve on other public entity boards as noted below. No members of the Board of Trustees serve together on the boards of other public entities.

Trustee	Public Entity

Michael Zakuta	Canadian NetReal Estate Investment Trust (TSXV)
Jane Marshall	RioCan Real Estate Investment Trust (TSX); and BSR REIT (TSX)
Doug McGregor	Killam Apartment REIT (TSX)

CHAIR OF THE BOARD & MEETINGS OF INDEPENDENT TRUSTEES

The Chair of the Board, Doug McGregor, is an independent trustee. He facilitates in-camera meetings among independent trustees, the purpose of which may include the following: (i) to raise substantive issues that are more appropriately discussed in the absence of management; (ii) to discuss any matter of concern raised by any committee or any trustee; (iii) to address issues raised but not resolved at meetings of the Board and assess any follow-up needs; (iv) to discuss the quality, quantity and timeliness of the flow of information from management that is necessary for the independent trustees to effectively and responsibly perform their duties; (v) to seek feedback about Board processes; and (vi) to discuss any other matters independent trustees deem appropriate.

If at any time the Chair of the Board is not independent, then the Vice-Chair (if independent) or designated Lead Trustee (as defined in the Declaration of Trust), if the Vice-Chair is not, will facilitate and chair in-camera meetings among independent trustees. The independent ViceChair or Lead Trustee, as the case may be, will act as a leader of the Board of Trustees in respect of matters required to be considered by the independent trustees and provide direction with respect thereto. The Trust believes this serves to facilitate the functioning of the Board independently of management and ensures trustees always have an independent person to bring comments or requests to.

Meetings of the independent trustees are held at least in conjunction with quarterly Board meetings. Additional meetings may be convened by the Chair at his discretion, or the Vice-Chair or Lead Trustee, as the case may be, if the Chair is not independent, and will be convened if requested by any other trustee.

BOARD MEETINGS AND ATTENDANCE RECORDS

One of the responsibilities of the Board is to ensure regular attendance by all trustees at Board and Committee meetings (where applicable) and that all trustees arrive well-informed and have had a reasonable opportunity for advance review of any materials to be discussed at such meetings.

The following table summarizes the attendance of each trustee at Board and Committee meetings

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held during 2023:

Name	Board	Audit	Governance &	Overall
	Meetings	Committee	Compensation	Attendance
		Meetings	Committee
			Meetings	# (%)

Earl Brewer(1) (6)	5 of 5	N/A	N/A	5 / 5 (100%)
Stephen Johnson(2) (6)	5 of 5	N/A	5 of 5 (Chair)	10 / 10 (100%)
Jane Marshall(3) (6)	5 of 5	5 of 5	3 of 3	13 / 13 (100%)
Doug McGregor(4) (6)	5 of 5	5 of 5	5 of 5	15 of 15 (100%)
Lynda Savoie	5 of 5	5 of 5 (Chair)	5 of 5	15 of 15 (100%)
Susan Taves(2) (5) (6)	3 of 3	2 of 2	N/A	5 / 5 (100%)
Michael Zakuta(1)	5 of 5	N/A	N/A	5 / 5 (100%)

Notes:

(1) Earl Brewer and Michael Zakuta are not members of the Audit Committee or the Governance & Compensation Committee, however, they attended the meetings of each (100%) as guests, at the invitation of each Committee. Their attendance records do not include their attendance at Committee meetings as guests.
(2) Stephen Johnson attended all Audit Committee meetings as a guest. Susan Taves attended all Governance & Compensation Committee meetings as a guest since her election to the Board. Their attendance records do not include their attendance at these Committee meetings as guests.
(3) Jane Marshall was appointed as a member of the Governance & Compensation Committee effective May 25, 2023. Her attendance records reflect the number of meetings attended since that date. Prior to this, she attended all Governance & Compensation Committee meetings as a guest.
(4) The Chair of the Board, an independent trustee, is an ex-officio member of the Audit and Governance & Compensation Committees.
(5) Susan Taves was elected to the Board on May 25, 2023.
(6) The Board has delegated authority to Earl Brewer, Stephen Johnson, Jane Marshall, Doug McGregor and Susan Taves to approve the purchase and sale of properties, as well as financing arrangements for the Trust’s existing and new properties, and to pass related resolutions. For further information, please refer to Statement of Governance Practices, Delegation of Authority for Investing and Financing below. As the Investment Committee is not a standing Committee of the Board, it is not included in committee membership as shown in the table above.

BOARD MANDATE

The Board of Trustees is responsible for overseeing the management of the business and affairs of the Trust. The Board has adopted a written mandate setting out its responsibilities, which it generally discharges either directly or through the Audit Committee, the Governance & Compensation Committee or the Investment Committee. The Board provides a forum for

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discussion and reporting of all matters considered by the committees.

The Board Mandate was most recently reviewed and updated by the Board on November 9, 2023 and is incorporated herein by reference. It is available under the Trust’s profile on SEDAR+ at www.sedarplus.ca or the Trust’s website at www.plaza.ca under Investor Relations / Corporate Governance, and may also be obtained by Unitholders free of charge upon request to Trust Secretary.

TERMS OF REFERENCE FOR THE CHAIR OF THE BOARD & VICE-CHAIR OF THE BOARD

Plaza has adopted written terms of reference, or position descriptions, for the Chair of the Board and the Vice-Chair of the Board which set out their required qualifications and key responsibilities. The Chair of the Board is responsible for the management, development and effective performance of the Board and provides leadership in every aspect of the Board’s work. This includes setting the “tone” for the Board and its members so as to foster ethical and responsible decision-making, appropriate oversight of management, and best practices in governance. The Vice-Chair (if any) may act as Chair of the Board either in the absence or incapacity of the Chair or as requested by the Chair and may assist and advise the Chair, as appropriate, in fulfilling the responsibilities of the Chair. The Vice-Chair will also perform such other duties and responsibilities as may be delegated by the Board or the Chair of the Board from time to time.

The Chair of the Board and Vice-Chair of the Board Terms of Reference were most recently reviewed and updated by the Board on November 9, 2023 and are incorporated herein by reference. Copies are available under the Trust’s profile on SEDAR+ at www.sedarplus.ca or on the Trust’s website at www.plaza.ca under Investor Relations / Governance, and may also be obtained by Unitholders free of charge upon request to the Trust Secretary.

TERMS OF REFERENCE FOR COMMITTEE CHAIRS

Plaza has also adopted written terms of reference for Committee Chairs. The Chair of each standing Committee of the Board is responsible for the management and effective performance of the Committee and provides leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. Similar to the Terms of Reference for the Chair and ViceChair of the Board described above, this includes setting the “tone” for the Committee and its members so as to foster ethical and responsible decision-making and best practices in governance, as well as organizing the Committee to function independently of management. The Chair of a Committee Terms of Reference were most recently reviewed and updated by the Board on November 9, 2023 and are also incorporated herein by reference. Copies are available under the Trust’s profile on SEDAR+ at www.sedarplus.ca or on the Trust’s website at www.plaza.ca under Investor Relations / Governance, and may also be obtained by Unitholders free of charge upon request to the Trust Secretary.

POSITION DESCRIPTION - PRESIDENT & CEO

The Trust has developed a written position description for the President & CEO in Michael Zakuta’s employment agreement, which outlines in general terms the duties and responsibilities of the President & CEO. In particular, the primary responsibility of the President & CEO is to achieve maximum value for the Trust’s stakeholders (Unitholders and employees). More specifically, the President & CEO is to:

provide vision and leadership, enabling the management team and employees to achieve

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their maximum potential;

develop a strategic plan for the Trust with the management team and Board of Trustees spanning: business development strategies; core competences of management and staff; distinctive advantages and competitive differentiation; priority markets; organizational structure, processes and controls; the Trust’s culture and values; and supporting incentive systems;
attract and retain talent for the management team;
ensure that all corporate decisions and actions are ethical and in compliance with applicable laws, regulations, obligations and the Trust’s own values;
oversee and coordinate the timely implementation of the strategic plan and its modification in response to changes in the environment of the Trust; and
where necessary and useful, represent the Trust in communications with unitholders, capital markets, customers/tenants, allies, major suppliers and vendors.

Part of the Governance & Compensation Committee’s mandate is to annually evaluate the performance of the President & CEO, in such manner as determined appropriate by the Committee. Prior to the performance review, the Committee informally reviews the responsibilities of the President & CEO as listed in his employment agreement and considers if any issues should be raised during the performance review. Any significant issues would be brought forward to the Board of Trustees for its information and discussion.

ORIENTATION AND CONTINUING EDUCATION

The Board believes that it is critical that trustees have an understanding of the Trust’s business and have a reasonable familiarity with the Trust’s day-to-day operations and key personnel. The Board also believes that new trustees should experience a proper and effective orientation process. The Governance & Compensation Committee maintains the responsibility for orientation and continuing education for new and existing Board members.

New trustees will meet with the Chair of the Board and the President & CEO or other designated trustee(s), to discuss various aspects of the Trust’s business and operations and will meet with the General Counsel & Secretary of the Trust to obtain an understanding of the role of the Board and its Committees, as well as each trustee’s individual role and responsibility. This will provide new trustees with an opportunity to ask any questions they may have, including on the nature and operations of the business. Each new trustee will also meet with the Chair of each Committee he or she will be joining. If the new trustee is joining the Audit Committee, he or she will meet with the Chief Financial Officer, the Executive Vice-President and the Trust’s auditors, as necessary.

New trustees will be provided with a reference binder containing documents material to the Trust to provide an understanding of the underlying principles governing the Trust’s operations as well as the role of the Board and its Committees. The binder includes documents such as the Trust’s most recent annual report, annual information form, Declaration of Trust, management information circular, Board Mandate, Committee charters, Code of Conduct and disclosure policy. These documents, as well as all other policies adopted by the Board and its Committees, are also maintained and updated as necessary for each trustee’s reference.

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Each Board and Committee has a standing agenda for each regularly scheduled meeting. Prior to each Board and Committee meeting, a formal package will be distributed to all Board and Committee members which will include the agenda and supporting documents that are used to educate and inform trustees of matters to be acted upon or discussed at the meeting.

The Board is provided with regular development updates and descriptions of all purchases, sales and financings related to the business approved by the trustees comprising the Investment Committee and occurring within the previous quarter (see Delegation of Authority for Investing and Financing below). The President & CEO also informally keeps Board members advised of any significant business deals being transacted between Board meetings. In addition, management provides trustees with industry research reports on the Trust for the recent quarter and year-end, which help to provide new trustees with an understanding of the Trust’s market position from the perspective of public company analysts.

The Board is regularly educated on new developments in governance, financial reporting matters and regulatory changes, by the Governance & Compensation Committee, the Audit Committee, the Trust’s auditor, the General Counsel & Secretary and certain other designated officers or employees of the Trust. Plaza also supports trustees pursuing external educational opportunities to improve their knowledge of current corporate governance and regulatory matters.

ETHICAL BUSINESS CONDUCT

The Code of Conduct (also referred to herein simply as the “ Code ”) was most recently reviewed and updated by the Board on November 9, 2023. A copy of the Code is available under the Trust’s profile on SEDAR+ at www.sedarplus.ca and on the Trust’s website at www.plaza.ca under Investor Relations / Governance, or may be obtained by Unitholders free of charge upon request to the Trust Secretary.

Plaza is committed to maintaining the highest standard of legal and ethical conduct in all of its activities. As representatives of Plaza, it is important that trustees, executive officers (as defined in and for the purposes of the Code) and employees act in a manner that will maintain the Trust’s reputation for ethics, integrity and respect and foster a culture of honesty and accountability. The Code of Conduct outlines basic legal and ethical obligations of all trustees, executive officers and other employees and, in all cases, the Trust’s subsidiaries, regardless of geographic location and job position, and they apply whether in the office or working remotely. Failure to comply with the Code may be grounds for disciplinary action up to and including, for: (i) executive officers and employees, termination of employment, or (ii) trustees, necessitating their resignation from the Board. Each year, trustees, executive officers and employees are required to review the Code and provide an acknowledgement confirming that they have read and understand its terms.

Ultimately, the authority for interpreting and applying the Code rests with the Board and monitoring compliance has been delegated to the Governance & Compensation Committee. The Committee carries out this responsibility by, inter alia , receiving quarterly reports from management advising if there have been any complaints received or violations reported under the Code during the prior quarter. Except as may otherwise be specifically provided in other Plaza policies, as applicable, employees are to promptly report to their supervisor or any executive officer, who shall advise the General Counsel & Secretary, any violations or imminent violations of the Code of Conduct or other Plaza policies (including potential or apparent conflicts of interest), or any other illegal or unethical behaviour at Plaza and, when in doubt, to confer about the best course of action in a particular situation. In order to encourage individuals to raise concerns regarding matters addressed by the Code, if employees are reluctant to make such reports to their supervisor or an

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executive officer, they can also make reports through the Audit Committee via a confidential e- mail address or confidentially to the attention of the Audit Committee chair by other means, as set out in the Code. Management is to report any such matters to the Chair of the Board or the Chair of the Governance & Compensation Committee. If a person’s concerns or complaints require confidentiality, including keeping the person’s identity secret, then this confidentiality will be protected to the extent permitted by and subject to applicable law.

In addition to Plaza’s complaints procedure (or “whistleblower” program) for employees or others described in the Code of Conduct, any Unitholder or other stakeholder wishing to provide feedback to the Board can send the communication in writing to the General Counsel & Secretary of the Trust or any one of Plaza’s Investor Relations contacts identified on Plaza’s website at www.plaza.ca, who will deliver material communications to the Chair of the Board.

CONFLICTS OF INTEREST

Trustees and officers are governed by the conflict of interest provisions in the Code of Conduct and the Declaration of Trust when considering material contracts or transactions, or proposed material contracts or transactions, in which he or she has a material interest. The Code of Conduct provides that all trustees, officers and employees must be scrupulous in avoiding conflicts of interests. Conflicts of interest are prohibited as a matter of Plaza policy, except under guidelines approved by the Board or Committees of the Board.

Under the Declaration of Trust, if a trustee or officer (i) is a party to a material contract or transaction or proposed material contract or transaction with the Trust (or an affiliate thereof), including a material contract or transaction involving the making or disposition of any investment in real property or a joint venture agreement or (ii) 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 Trust (or an affiliate thereof), such trustee or officer must disclose in writing to the Board the nature and extent of such interest and is not entitled to vote on any resolution to approve the said material contract or transaction, except as permitted under the terms of the Declaration of Trust. At each Board and Committee meeting, trustees and Committee members are asked if they have any actual, potential or apparent conflicts of interest to declare with any item on the agenda.

The Trust has also adopted a related party transaction policy and procedure. If a Board member, nominee for election to the Board, or executive officer of the Trust had, has or may have an interest in a related party transaction, which includes a purchase or sale of an asset or lease of property to or from a related party to the Trust, this must be reported to the Chair of the Governance & Compensation Committee and the Committee will determine if the transaction is a related party transaction under the policy and, if so, will either approve, disapprove or ratify such transaction.

EVALUATION OF THE COMPOSITION OF THE BOARD OF TRUSTEES

The Governance & Compensation Committee is responsible for reviewing and assessing the size and composition of the Board on an annual basis. In accordance with the Board Diversity Policy, diversity (as defined therein) will be considered in determining the optimal composition of the Board.

The Governance & Compensation Committee also reviews and assesses the skills, characteristics and competencies of the Board and its members and whether, collectively, an

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appropriate balance exists. In performing this function, the Governance & Compensation Committee seeks input from the Chair of the Board and takes into consideration characteristics such as independence, experience and background, as well as the opportunities, risks and strategic direction of the Trust and such other things as the Committee considers relevant.

NOMINATION OF TRUSTEES

The Governance & Compensation Committee acts as the nominating committee for the Trust and recommends to the Board (i) the nominees to stand for election at each meeting of Unitholders and (ii) any candidates for appointment to the Board between annual meetings of Unitholders, as appropriate. Each candidate must be highly qualified with the necessary expertise, experience, knowledge and personal qualities to enable the individual to make a significant and relevant contribution to the Board. The Governance & Compensation Committee is comprised entirely of independent trustees.

In considering and assessing Board candidates, diversity will be considered, in accordance with and as defined in the Board Diversity Policy, as well as the candidate’s independence, reputation for business ethics, availability of service to the Trust, the current and future needs of the Trust, and such other things as the Committee considers relevant.

The Chair of the Governance & Compensation Committee, with the assistance of the Chair of the Board, the Vice-Chair of the Board and/or other Trustees as necessary, will approach candidates for Board membership to explore the candidates’ interest in joining the Board. The Chair of the Committee will also confirm with interested candidates that they understand the role of a Trustee and the contribution a Trustee is expected to make to the Board, including the commitment of time that Plaza expects of its Trustees.

COMPENSATION

The Board has appointed the Governance & Compensation Committee, comprised entirely of independent trustees, to carry out compensation activities with respect to NEOs as described in this Circular. For further information on the role of the Governance & Compensation Committee in this regard, see Statement of Executive Compensation, Compensation Discussion and Analysis and Statement of Executive Compensation, Compensation Governance above.

For further information on the Governance & Compensation Committee’s compensation activities with respect to non-employee trustees, please refer to the Trustee Compensation, Trustee Compensation Components above.

SUCCESSION PLANNING

The Governance & Compensation Committee is responsible for reviewing succession planning for the President & CEO, the other Named Executive Officers, and the Board on at least an annual basis. The President & CEO is actively involved in succession planning for NEOs and works with the Committee to enhance succession management processes at Plaza and identify potential succession candidates for executive positions.

BOARD COMMITTEES

The Board has two (2) standing Committees: The Audit Committee and the Governance & Compensation Committee. The Board provides a forum for discussion and reporting of all matters

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considered by the committees. Subject to applicable laws and the Declaration of Trust, the Board may delegate to its committees matters for which the Board is responsible, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities. The Board may, in accordance with the Declaration of Trust, establish further committees as it determines to be necessary or desirable for the purposes of properly governing the affairs of the Trust. From time to time the Board may create ad hoc committees for specific purposes or to examine or determine specific matters on behalf of the Board. Special independent committees may also be appointed from time to time, when necessary or appropriate.

The Board has established the Audit Committee to assist the Board in fulfilling its oversight responsibility relating to: (1) financial reporting, (2) systems of accounting and internal controls, (3) identifying and monitoring the management of principal risks that could affect the integrity of Plaza’s financial reporting, (4) the appointment and approving the compensation of the external auditor, including oversight of its work and monitoring its independence, (5) Plaza’s compliance with legal and regulatory requirements with respect to financial reporting matters, and (6) any other responsibilities that may be delegated from time to time by the Board. For further information on the Audit Committee’s mandate, please refer to the Audit Committee Charter.

The Board has established the Governance & Compensation Committee to assist the Board in establishing the governance guidelines within which the Trust carries out its responsibilities, and with the Trust’s overall approach to governance. In doing so, the Committee will develop, define and evaluate the process and structure used to supervise the business and affairs of the Trust. For further information on the Governance & Compensation Committee’s mandate, please refer to the Governance & Compensation Committee Charter.

The Charters for the Audit Committee and the Governance & Compensation Committee were most recently reviewed and updated by the Board on November 9, 2023 and can be found under the Trust’s profile on SEDAR+ at www.sedarplus.ca and on the Trust’s website at www.plaza.ca under Investor Relations / Governance, or copies may be obtained by Unitholders free of charge upon request to the Trust Secretary.

DELEGATION OF AUTHORITY FOR INVESTING AND FINANCING

In accordance with the Board Mandate, the Board, or committee of the Board, as the case may be, shall approve the purchase and sale of properties and financing arrangements for the Trust’s existing and new properties within such parameters as may be determined by the Board or committee. The Board has delegated authority to certain trustees, referred to in this Circular as the Investment Committee, to approve the purchase, sale and financing of properties and to pass related resolutions thereto. The Board receives a detailed quarterly report outlining the purchases, sales and financings that have been approved during the quarter.

Prior to Earl Brewer’s transition from the executive office of Chair of the Board, this authority had been delegated to Mr. Brewer, in his capacity as Chairman, and Mr. Zakuta, in his capacity as President & CEO. Mr. Brewer now acts as chair of the Investment Committee. The Investment Committee is not a standing Committee of the Board.

ASSESSMENTS

The Board embraces a culture of continuous improvement and regular self-evaluation. The Governance & Compensation Committee is responsible to implement and oversee a process to allow trustees to assess the effectiveness and performance of the Board and standing committees

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of the Board on an annual basis. This provides trustees with an opportunity to comment on the structure and functionality of the Board, as well as any areas for improvement, among other things, to ensure the continued effectiveness of the Board and its committees. Following performance of the assessments, the Governance & Compensation Committee will make recommendations to the Board where appropriate, including specifically reviewing areas in which the Board’s effectiveness may be enhanced taking into account suggestions received.

TENURE OF TRUSTEES

The Board believes that existing trustees provide valuable insight and perspective into the operations of the Trust based on their experience and understanding of the Trust’s history, policies and objectives, which necessarily takes time to develop. The Board does recognize however, the benefit of fresh approaches and ideas that new trustees may introduce. As a result, the limit of tenure for newly appointed trustees is generally three (3) years with Board discretion to renew, subject to annual election by Unitholders. To facilitate succession planning, the three (3) year tenure limit does not apply to members of the Board who were Trustees in or before 2015.

Since the REIT Conversion in 2014, five (5) new trustees have been elected to the Board, one (1) of whom has since rotated off the Board.

DIVERSITY, EQUITY & INCLUSION

Plaza’s success is ultimately driven by its people. Plaza strives to provide a safe, happy and healthy working environment where everyone is treated equally and with respect. Plaza is committed to fostering a culture of diversity and inclusion in the workplace and is proud to promote a culture where all employees and trustees share these commitments.

The Board

Plaza recognizes the inherent benefits that diversity and inclusion can bring to the Board. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and improves oversight, decision-making and governance in order to achieve Plaza’s objectives and deliver for its stakeholders. Plaza has adopted a written Board Diversity Policy, the purpose of which is to promote and realize an organizational culture that values diversity and to demonstrate that Plaza’s commitment to diversity applies at all levels within the Trust.

For the purposes of the policy, “diversity” is, among other things, any characteristic or quality that can be used to differentiate groups and people from one another and includes business experience, gender expression/identity, sexual orientation, age, race, nationality, culture and other ethnic distinctions, language, members of visible minorities, expertise, background and geographical representation.

As previously noted, the Governance & Compensation Committee is responsible for reviewing and assessing Board size, composition and effectiveness, and acts as the nominating committee for the Trust. Pursuant to the Board Diversity Policy, diversity will be considered in determining the optimal composition of the Board. In reviewing Board composition and identifying suitable candidates for appointment or nomination for election to the Board, candidates will be selected based on merit and against objective criteria, having due regard to the benefits of diversity and the needs of the Board. Plaza feels it is important to highlight that, when used in the Board Diversity Policy, the terms “merit” and “diversity” are not, nor are they intended to be, mutually exclusive. Merit should be considered in a broader sense, recognizing there may be multiple merit criteria, one of which is diversity. Plaza is committed to a merit-based system for Board

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composition within a diverse and inclusive culture where trustees believe that their views are considered and they serve in an environment where bias, discrimination and harassment on any matter are not tolerated.

The Board recognizes that gender diversity is a significant aspect of diversity and is of particular importance to Plaza in ensuring diversity within the Board. When recruiting new candidates for the Board, search protocols will extend beyond the networks of existing trustees and will actively seek to identify a reasonable proportion of qualified candidates who are women. Any external consultants engaged to help identify candidates for appointment to the Board will be specifically directed to seek to identify diverse candidates generally and a reasonable number of qualified female candidates, in particular. Furthermore, in the event the Board maintains an ongoing list of potential trustee candidates, the Board will ensure that such list includes a reasonable number of diverse candidates, including qualified female candidates.

The Trust aspires to maintain a Board composition in which women comprise at minimum thirty percent (30%) of the Board, which will be exceeded if all nominated trustees are approved by Unitholders. Three (3) of the trustee nominees (60% of independent trustee nominees; 43% of all Board nominees) are women.

The Governance & Compensation Committee will periodically (i) assess the effectiveness of the Board appointment/nomination process at achieving Plaza’s diversity objectives and (ii) consider and, if determined advisable, recommend to the Board for adoption, other measurable objectives for achieving diversity on the Board. At any given time, the Board may seek to adjust one or more objectives concerning its diversity and measure progress accordingly.

Executive Officers

The Board is comfortable that the Trust has an appropriate approach to encouraging workplace diversity, of which gender diversity is a significant aspect as noted above. Through the operation of employment policies and codes, including its employment policy handbook and the Code of Conduct, Plaza promotes an environment and culture of inclusiveness and equality, which is evident in current levels of female representation in senior management positions.

Numerous women have made significant progress internally and achieved senior level positions, including 53% at the vice-president level and above, with one (1) executive officer, as that term is defined in National Instrument 58-101, being a woman (14%). Comprised of a mix of individuals with, inter alia , considerable experience in the real estate industry, Plaza feels the current composition of senior and executive management is appropriate and effective and no target for female representation has been adopted to be met by a specific date.

Plaza plans to continue to encourage leadership opportunities for women in the workplace, including through its Women@Plaza initiative. Women@Plaza is dedicated to supporting and empowering Plaza’s female-identifying employees to reach their full potential in the workplace in a variety of ways including (i) raising awareness of issues faced by women in the workplace, (ii) aiding in and supporting professional development, and (iii) recognizing the efforts, contributions and distinct experiences of female identifying employees and applauding their achievements.

The table below sets out the proportion of women at different levels of management, and on the Board as at April 8, 2024:

2024 Management Information Circular

Plaza Retail REIT


		Senior Level Positions
Trustees	Executive Officers
		(Vice-President and above)


3 of 7 (43%)	1 of 7 (14%)	9 of 17 (53%)

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

All of Plaza’s governance practices and procedures are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting sustainable long-term growth and Unitholder value, and its approach to ESG is no different. Plaza is committed to responsible and transparent ESG practices and to ensuring they are integrated in all aspects of its operations. We believe this supports a foundation for creating lasting value and resilience and facilitates success for all our stakeholders.

The Board has overall responsibility for the oversight of Plaza’s ESG initiatives. Plaza established a Responsibility & Sustainability Committee in 2021 which reports directly to the Board on a quarterly basis on Plaza’s ESG initiatives, plans and progress. The Responsibility & Sustainability Committee’s mandate is to (i) prioritize the ESG initiatives that impact Plaza’s business, (ii) drive the continued development, enhancement and implementation of Plaza’s ESG programs, (iii) advance new initiatives and (iv) ensure timely, accurate and transparent disclosure of ESGrelated information. The Committee is comprised of executives, senior management and other employees from different departments and offices, across a number of regions.

In May 2023, Plaza published its inaugural ESG Report for 2022 with indicators from the Sustainability Accounting Standards Board (SASB) Real Estate Standard, incorporating the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and references to the Global Reporting Initiative (GRI).

The Trust anticipates issuing its second annual ESG report in May 2024 with further information on its approach to ESG, the ESG initiatives and activities focused on in 2023, progress to date and areas Plaza will continue to focus on going forward.

More information on Plaza’s commitment to ESG, including Women@Plaza and its initiatives, can be found on Plaza’s website at www.plaza.ca under Investor Relations and in Plaza’s Annual Information Form for the fiscal year ended December 31, 2023. A copy of the Annual Information Form has been filed on SEDAR+ at www.sedarplus.ca and may also be obtained on Plaza’s website or by Unitholders, without charge, by contacting the Trust Secretary.

CYBERSECURITY & RISK MANAGEMENT

Plaza has a comprehensive program for identifying and mitigating cybersecurity risk, which includes the following key components:

high quality IT infrastructure and cybersecurity monitoring and protection initiatives including layered defenses with multi-factor authentication, and advanced phishing and malicious content filtering;
a cybersecurity policy designed to ensure the safe, reliable and confidential usage of Plaza’s digital assets and that outlines Plaza’s required cyber security standards, coupled with an incident response plan;

2024 Management Information Circular

Plaza Retail REIT

compulsory quarterly awareness training and tests on employee cyber security knowledge;
training for all new employees upon hire; and
internal phishing campaigns.

As indicated above under Statement of Executive Compensation, Compensation Governance, Compensation Risk Management , the Board has overall responsibility for the oversight of Plaza’s risk management policies and practices, and it has delegated oversight of cyber security and related risks to the Audit Committee. Further to the responsibilities outlined in its charter, the Audit Committee reviews cyber security risk with management on at least an annual basis, as well as the systems, controls and procedures that have been implemented to identify, manage and mitigate risks related to information technology.

The Audit Committee also receives regular reports on Plaza’s cyber activities, including quarterly cybersecurity incident reports and updates on employee training and testing, which the Audit Committee in turn reports to the Board.

ADDITIONAL INFORMATION

Additional information relating to the Trust can be found under the Trust’s profile on SEDAR+ at www.sedarplus.ca, including financial information provided in the Annual Report. Any Unitholders who do not receive this document and wish to do so may obtain it by (i) accessing the SEDAR+ website listed above or the Plaza website under Investor Relations/Financial Reports, the direct link to which is https://plaza.ca/financial-reports-presentations-and-other-filings/; (ii) by contacting Broadridge toll free in North America at 1-877-907-7643, or direct outside North America at 1-303562-9305 (English) or 1-303-562-9306 (French) or (iii) upon request to the Trust Secretary at (506) 451-1826.

2024 Management Information Circular

Plaza Retail REIT

APPENDIX “A”

attached

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

~~May 27, 2021~~ May 23, 2024

	TABLE OF CONTENTS
	Page
ARTICLE 1 PURPOSE .................................................................................................... 1
1.1	Purpose ................................................................................................................ 1
1.2	Amendment and Restatement of Prior Plan ......................................................... 1
ARTICLE 2 INTERPRETATION ...................................................................................... 1
2.1	Definitions ............................................................................................................. 1
2.2	Interpretation ........................................................................................................ 7
ARTICLE 3 ADMINISTRATION ...................................................................................... 8
3.1	Administration ....................................................................................................... 8
3.2	Delegation to Committee ...................................................................................... 9
3.3	Determinations Binding ........................................................................................ 9
3.4	Eligibility ............................................................................................................... 9
3.5	Plan Administrator Requirements ......................................................................... 9
3.6	Total Units Subject to Awards ............................................................................. 10
3.7	Limits on Grants of Awards ................................................................................ 10
3.8	Award Agreements ............................................................................................. 11
3.9	Non-transferability of Awards.............................................................................. 11
ARTICLE 4 RESTRICTED UNITS................................................................................. 11
4.1	Granting of Restricted Units ............................................................................... 11
4.2	Restricted Unit Account ...................................................................................... 12
4.3	Vesting of Restricted Units ................................................................................. 12
4.4	Settlement and Redemption of Restricted Units ................................................. 12
ARTICLE 5 PERFORMANCE UNITS ............................................................................ 12
5.1	Granting of Performance Units ........................................................................... 12
5.2	Terms of Performance Units ............................................................................... 13
5.3	Performance Goals ............................................................................................. 13
5.4	Performance Unit Account .................................................................................. 13
5.5	Vesting of Performance Units ............................................................................. 13
5.6	Settlement and Redemption of Performance Units ............................................. 13
ARTICLE 6 DEFERRED UNITS .................................................................................... 14
6.1	Granting of Deferred Units .................................................................................. 14
6.2	Deferred Unit Account ........................................................................................ 16
6.3	Vesting of Deferred Units ................................................................................... 16
6.4	Settlement of Deferred Units .............................................................................. 16
ARTICLE 7 OTHER UNIT-BASED AWARDS ............................................................... 17
7.1	Granting of Other Unit-Based Awards ................................................................ 17
ARTICLE 8 ADDITIONAL AWARD TERMS .................................................................. 17
8.1	Distribution Equivalents ...................................................................................... 17
8.2	Blackout Period .................................................................................................. 18

(i )

8.3	Withholding Taxes .............................................................................................. 18
8.4	Recoupment ....................................................................................................... 19
ARTICLE 9 TERMINATION OF EMPLOYMENT .......................................................... 19
9.1	Termination of Employment ................................................................................ 19
9.2	Discretion to Permit Acceleration ........................................................................ 20
9.3	Participants’ Entitlement ..................................................................................... 20
ARTICLE 10 EVENTS AFFECTING THE REIT ............................................................ 20
10.1	General ............................................................................................................... 20
10.2	Change in Control ............................................................................................... 21
10.3	Reorganization of REIT’s Capital ........................................................................ 21
10.4	Other Events Affecting the REIT ......................................................................... 22
10.5	Immediate Acceleration of Awards ..................................................................... 22
10.6	Issue by REIT of Additional Units ....................................................................... 22
10.7	Fractions ............................................................................................................. 22
ARTICLE 11 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ........ 23
11.1	Amendment, Suspension, or Termination of the Plan ........................................ 23
11.2	Unitholder Approval ............................................................................................ 23
11.3	Permitted Amendments ...................................................................................... 24
ARTICLE 12 MISCELLANEOUS ................................................................................... 24
12.1	Legal Requirement ............................................................................................. 24
12.2	Securities Law Compliance ................................................................................ 24
12.3	No Other Benefit ................................................................................................. 25
12.4	Rights of Participant ........................................................................................... 25
12.5	Corporate Action ................................................................................................. 25
12.6	Unfunded Plan .................................................................................................... 25
12.7	Conflict ............................................................................................................... 25
12.8	Anti-Hedging Policy ............................................................................................ 25
12.9	Participant Information ........................................................................................ 25
12.10	Participation in the Plan ...................................................................................... 26
12.11	International Participants .................................................................................... 26
12.12	Successors and Assigns .................................................................................... 26
12.13	General Restrictions on Assignment .................................................................. 26
12.14	Severability ......................................................................................................... 26
12.15	Notices ............................................................................................................... 27
12.16	Effective Date ..................................................................................................... 27
12.17	Governing Law ................................................................................................... 27
12.18	Submission to Jurisdiction .................................................................................. 27

SCHEDULE A REDEMPTION NOTICE SCHEDULE B ELECTION NOTICE SCHEDULE C ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DEFERRED UNITS

(ii )

Plaza Retail REIT

Amended and Restated Omnibus Equity Incentive Plan

ARTICLE 1 PURPOSE

1.1 Purpose

The purposes of this Plan are (i) to advance the interests of the REIT by enhancing the ability of the REIT and its subsidiaries and Affiliates to attract, retain and motivate Trustees, Executive Officers and other Employees (ii) to reward such Persons for their time and attention dedicated to the affairs and business of the REIT and (iii) to incentivize such Persons to take into account and increase the long-term growth and equity value of the REIT.

1.2 Amendment and Restatement of Prior Plan

This Plan amends and restates the Omnibus Equity Incentive Plan of the REIT dated May 27, 2021 (the “ Prior Plan ”); provided, however, that any Awards granted pursuant to the Prior Plan shall be governed by the terms of this Plan (except to the extent of any inconsistency between the terms of the Prior Plan and/or a Participant’s Award Agreement, in which case, the terms of the Prior Plan and/or the Award Agreement shall govern).

ARTICLE 2 INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“ Affiliate ” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions , as amended from time to time;

“ Annual Retainer Fees ” means the annual board retainer fees or honorarium, as applicable, paid by the REIT to a Trustee in a calendar year for service on the Board;

“ Applicable Securities Laws ” means the securities legislation in each of the provinces and territories of Canada, as well as federal Canadian securities legislation, including all rules, regulations, instruments, policies, notices, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;

“ Award ” means any Restricted Unit, Performance Unit, Deferred Unit or Other Unit-Based Award granted under this Plan, which may be denominated or settled in Units, cash or in such other forms as provided for herein;

“ Award Agreement ” means a signed, written agreement between a Participant and the REIT, in the form or any one of the forms approved by the Plan Administrator, and evidencing the terms and conditions on which an Award has been granted under this Plan and which need not be identical to any other such agreements;

“ Board ” means the board of trustees of the REIT as it may be constituted from time to time;

“ Bonus ” means any bonus paid by the REIT to a Participant in a calendar year for their service as an Employee;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the Exchange is open for trading during normal trading hours;

“ Canadian Securities Regulatory Authorities ” means, collectively, the securities regulatory authorities in each of the provinces and territories of Canada and any of their successors, including pursuant to the establishment of any federal or multijurisdictional cooperative Canadian securities regulatory authority;

“ Cause ” means “just cause” as defined at common law or as may be defined in an employment agreement, including the occurrence of any one or more of the following events:

(a) the Participant’s willful and gross misconduct in the performance of his or her duties (other than by reason of his or her Incapacity to Work);
(b) the Participant’s commission of an act of fraud or material dishonesty resulting in reputational, economic or other injury to the REIT, its subsidiaries or Affiliates;
~~(b)(~~ c) the Participant’s commission of, including any entry by the Participant of a guilty or no contest plea to, a felony or other crime involving moral turpitude;
~~(c)(~~ d) a material breach by the Participant of his or her fiduciary duty to the Participant’s employer which results in reputational, economic or other injury to the REIT, its subsidiaries or Affiliates; or
~~(d)(~~ e) the Participant’s material breach of the Participant’s obligations under his or her employment agreement, if applicable;

“ Change in Control ” means the occurrence of any one or more of the following events:

(a) any transaction at any time and by whatever means, whether or not the REIT is a party thereto, pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the REIT or a whollyowned subsidiary of the REIT) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (Ontario)) of, or
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acquires the right to exercise Control or direction over, securities of the REIT representing more than 50% of the then issued and outstanding voting securities of the REIT, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the REIT with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the REIT to a Person other than a wholly-owned subsidiary of the REIT;
(c) the dissolution or liquidation of the REIT, other than in connection with the distribution of assets of the REIT to one or more Persons which were whollyowned subsidiaries of the REIT prior to such event; or
(d) the occurrence of a transaction requiring approval of the REIT’s unitholders whereby the REIT is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned subsidiary of the REIT),

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred pursuant to clauses (a), (b), (c) and (d) if immediately following the transaction set forth in clause (a), (b), (c) and (d) above: (A) the holders of securities of the REIT that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of trustees of the REIT hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the REIT in a transaction contemplated in clause (b) above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ NonQualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “REIT” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

“ Committee ” means the Governance and Compensation Committee of the Board;

“ Control ” means:

(a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;
(b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and
(c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“ Date of Grant ” means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

“ Deferred Unit ” means a contractual right representing a notional unit equivalent in value to a Unit, credited by means of a bookkeeping entry in the books of the REIT in accordance with Article 6 and for clarity includes an entry in respect of both Participant Contributed Deferred Units and REIT Contributed Deferred Units, if any;

“ Effective Date ” means the effective date of this Plan, being ~~May 27, 2021M~~ ay 23, 2024;

“ Elected Amount ” means, with respect to elections made by Trustees, the Elected Annual Retainer Amount plus the Elected Trustee Fees Amount, and, with respect to elections made by other Participants, the Elected Bonus Amount;

“ Elected Annual Retainer Amount ” means the amount of the Annual Retainer Fees, as elected by the Trustee, between 0% and 100% of any Annual Retainer Fees that would otherwise be paid in cash;

“ Elected Bonus Amount ” means the amount of the Bonus, as elected by the Participant, that would otherwise be paid in cash, in accordance with the provisions of Article 6;

“ Elected Trustee Fees Amount ” means the amount of Trustee Fees (other than the Annual Retainer Fees), if any, as elected by the Trustee, between 0% and

100% of any Trustee Fees (other than the Annual Retainer Fees) that would otherwise be paid in cash;

“ Electing Person ” means a Participant who is, on the applicable date, a Trustee;

“ Election Notice ” has the meaning set forth in Section 6.1(c);

“ Employee ” means an individual who:

(a) is considered an employee of the REIT, a subsidiary of the REIT or an Affiliate of the REIT for purposes of source deductions under applicable tax or social welfare legislation; or
(b) works full-time or part-time on a regular weekly basis for the REIT, a subsidiary of the REIT, or an Affiliate of the REIT providing services normally provided by an employee and who is subject to the same control and direction by the REIT, a subsidiary of the REIT or an Affiliate of the REIT over the details and methods of work as an employee of the REIT or such subsidiary or Affiliate;

“ Exchange ” means the TSX and any other exchange on which the Units are or may be listed from time to time;

“ Executive Officer ” means each “named executive officer” or “NEO” of the REIT as defined in Form 51-102F6 Statement of Executive Compensation ;

“ Incapacity to Work ” means any incapacity or inability by an Employee, including any physical or mental incapacity, disease or affliction of the Employee as determined by a legally qualified medical practitioner or by a court, which has prevented or which will likely prevent the Employee from performing the essential duties of his or her position (taking into account reasonable accommodation by the employer) for a continuous period of six (6) months or for any cumulative period of one hundred and eighty (180) days in any eighteen (18) consecutive month period;

“ Insider ” has the meaning given to such term in the TSX Company Manual, as such manual may be amended, supplemented or replaced from time to time;

“ Market Price ” at any date in respect of the Units shall be the volume weighted average closing price of the Units on the TSX, for the five (5) trading days immediately preceding such date (or, if such Units are not then listed and posted for trading on the TSX, on such stock exchange on which the Units are listed and posted for trading as may be selected for such purpose by the Board); provided that, for so long as the Units are listed and posted for trading on the TSX, the Market Price shall not be less than the market price, as calculated under the policies of the TSX. In the event that such Units are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Units as determined by the Board in its sole discretion;

“ Other Unit-Based Award ” means any right granted under Article 7;

“ Participants ” means Trustees, Executive Officers and Employees, in each case as determined by the Plan Administrator, and “ Participant ” means any one of them;

“ Participant Contributed Deferred Units ” has the meaning set forth in Section 6.3(a);

“ Performance Goals ” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the REIT, a subsidiary of the REIT, a division of the REIT, an Affiliate of the REIT, or an individual, or may be applied to the performance of the REIT, a subsidiary of the REIT, or an Affiliate of the REIT relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

“ Performance Unit ” means a contractual right representing a notional unit equivalent in value to a Unit, credited by means of a bookkeeping entry in the books of the REIT in accordance with Article 5 of this Plan;

“ Person ” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“ Plan ” means this Amended and Restated Omnibus Equity Incentive Plan, as may

be amended from time to time;

“ Plan Administrator ” means the Board or, to the extent that the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

“ Redemption Notice ” has the meaning set forth in Section 5.6(c);

“ REIT ” means Plaza Retail REIT;

“ REIT Contributed Deferred Units ” has the meaning set forth in Section 6.3(a);

“ Restricted Unit ” means a contractual right representing a notional unit equivalent in value to a Unit, credited by means of a bookkeeping entry in the books of the REIT in accordance with Article 4;

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the REIT or to which it is subject;

“ Security Based Compensation Arrangement ” means an employee unit purchase plan, long-term incentive plan or any other compensation or incentive

mechanism involving the issuance or potential issuance of Units to one or more directors, Trustees or officers of the REIT or any subsidiary or Affiliate, current or past full-time or part-time Employees or Insiders of the REIT, any subsidiary of the REIT, or an Affiliate of the REIT including a Unit purchase from treasury by one or more Trustees, directors or officers of the REIT or any subsidiary or Affiliate, current or past full-time or part-time Employees or Insiders of the REIT, any subsidiary, or any Affiliate which is financially assisted by the REIT, any subsidiary or any Affiliate by way of a loan, guarantee or otherwise;

“ subsidiary ” means a Person that is Controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary, or any other entity in which the REIT has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;

“ Tax Act ” means the Income Tax Act (Canada);

“ Trustee ” means a trustee of the REIT who is not an Employee;

“ Trustee Fees ” means the Annual Retainer Fees, committee chair fees and meeting fees paid by the REIT to a Trustee in a calendar year for service on the Board or any of its committees;

“ TSX ” means Toronto Stock Exchange;

“ Unit ” means one trust unit in the capital of the REIT; and

“ Voting Units ” means Units and special voting units in the capital of the REIT.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.
(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.
(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.
(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.
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(e) Unless otherwise specified, all references to money amounts are to Canadian currency.
(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the eligibility for Awards to be granted and the individuals to whom grants of Awards under the Plan may be made;
(b) make grants of Awards under the Plan, whether relating to the issuance of Units or otherwise (including any combination of Restricted Units, Performance Units, Deferred Units or Other Unit-Based Awards), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:
(i) the time or times at which Awards may be granted;
(ii) the conditions under which:
- (A) Awards may be granted to Participants; or
- (B) Awards may be forfeited to the REIT,

including any applicable vesting conditions and/or any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Units to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Units covered by any Awards;
(v) whether restrictions or limitations are to be imposed on the Units issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;
(c) establish the form or forms of Award Agreements;
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(d) cancel, amend, adjust or otherwise change the type of or the terms and conditions of any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;
(e) construe and interpret this Plan and all Award Agreements; and
(f) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.
(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to the Committee all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the REIT or its subsidiaries or Affiliates all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.3 Determinations Binding

Except as may be otherwise set forth in any Award Agreement, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the REIT, all subsidiaries of the REIT, and all Affiliates of the REIT, the affected Participant(s), their respective legal and personal representatives and all other Persons.

3.4 Eligibility

All Participants are eligible to participate in the Plan, subject to Section 9.1(b) and all other terns and conditions of Plan. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Participant any right to receive any grant of an Award pursuant to the Plan. The extent to which any Participant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the REIT shall determine that the listing, registration or qualification of the Units issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the REIT is necessary as a condition of, or in connection with, the grant or exercise of such Award or

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the issuance or purchase of Units thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the REIT to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the REIT in complying with such legislation, rules, regulations and policies.

3.6 Total Units Subject to Awards

(a) The maximum number of Units issuable under the Plan is ~~105~~ % of the outstanding Units at any time, subject to adjustment from time to time pursuant to the provisions in this Plan that permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the REIT or its capital, provided such adjustment receives the necessary approvals in accordance with the rules of the Exchange. For greater certainty, in the event the REIT issues additional Units from time to time, the number of Awards permitted to be granted, based on the maximum number of Units issuable under the Plan, will correspondingly be increased.
(b) If any Award granted under this Plan is terminated, expires or is cancelled, new Awards may thereafter be granted covering such Units, subject to any required prior approval by the Exchange. At all times, the REIT will reserve and keep available a sufficient number of Units to satisfy the requirements of all outstanding Awards granted under this Plan.
(c) Any Units issued by the REIT through the assumption or substitution of 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 this Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan:

(a) the aggregate number of Units:

(i) issuable to Insiders at any time pursuant to all of the REIT’s security based compensation arrangements as defined in the TSX Company Manual, shall not exceed 10% of the REIT’s total issued and outstanding Units, on a non-diluted basis; and
(ii) issued to Insiders within any one year period, under all of the REIT’s security based compensation arrangements as defined in the TSX Company Manual, shall not exceed 10% of the REIT’s total issued and outstanding Units, on a non-diluted basis,
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provided that the acquisition of Units by the REIT for cancellation shall not constitute non-compliance with this Section 3.7 for any Awards outstanding prior to such purchase of Units for cancellation; and

(b) the aggregate fair market value on the Date of Grant of all Awards granted to any one Trustee under all of the REIT’s Security Based Compensation Arrangements shall not exceed $150,000 per annum; provided that such limits shall not apply to (A) Awards taken in lieu of any Trustee Fees, and (B) a one-time initial grant to a Trustee upon such Trustee joining the Board.

3.8 Award Agreements

An Award under this Plan may be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the REIT is authorized and empowered to execute and deliver, for and on behalf of the REIT, any Award Agreement to a Participant granted an Award pursuant to this Plan.

3.9 Non-transferability of Awards

Except as permitted by the Plan Administrator, and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4 RESTRICTED UNITS

4.1 Granting of Restricted Units

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Restricted Units to any Participant, other than a Trustee. The Plan Administrator may also fix from time to time a portion of any Bonus that is to be payable in the form of Restricted Units, provided that any such determination must be made by December 31st in the year prior to the year to which such Bonus relates.
(b) Restricted Units will consist of a right to receive Units unless otherwise determined by the Plan Administrator and set out in the applicable Award Agreement (as provided in Section 4.4).
(c) The number of Restricted Units (including fractional Restricted Units) granted at any particular time pursuant to this Article 4 will be calculated by dividing (i) the amount of any Award, as determined by the Plan Administrator, by (ii) the Market Price of a Unit on the Date of Grant.
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4.2 Restricted Unit Account

All Restricted Units received by a Participant shall be credited to an account maintained for the Participant on the books of the REIT, as of the Date of Grant.

4.3 Vesting of Restricted Units

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of Restricted Units, provided that unless otherwise determined by the Plan Administrator or as set out in any Award Agreement, Restricted Units will vest as follows: one-third (1/3) on the first anniversary of the Date of Grant, one-third (1/3) on the second anniversary of the Date of Grant and the balance on the third anniversary of the Date of Grant.

4.4 Settlement and Redemption of Restricted Units

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of Restricted Units set out in the applicable Award Agreement.
(b) On the settlement date for any Restricted Units, provided such Restricted Units have vested and have not expired, each vested Restricted Unit will be redeemed for one fully paid and non-assessable Unit issued from treasury to the Participant unless otherwise determined by the Plan Administrator and set out in the applicable Award Agreement.

ARTICLE 5 PERFORMANCE UNITS

5.1 Granting of Performance Units

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Performance Units to any Participant, other than a Trustee. The Plan Administrator may also fix from time to time a portion of any Bonus that is to be payable in the form of Performance Units, provided that any such determination must be made by December 31st in the year prior to the year to which such Bonus relates.
(b) Performance Units will consist of a right to receive Units, cash payments, or a combination thereof (as provided in Section 5.6), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.
(c) The number of Performance Units (including fractional Performance Units) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any Award, as determined by the Plan Administrator, by (ii) the Market Price of a Unit on the Date of Grant.
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5.2 Terms of Performance Units

The Performance Goals to be achieved during any performance period, the length of any performance period, the number of Performance Units granted, the treatment of Performance Units upon termination of a Participant’s employment and the amount of any payment or transfer to be made pursuant to any Performance Unit will be determined by the Plan Administrator and by the other terms and conditions of any Performance Unit, all as set forth in the applicable Award Agreement.

5.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the REIT’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (and/or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which maximum vesting will occur), all as set forth in the applicable Award Agreement.

5.4 Performance Unit Account

All Performance Units received by a Participant shall be credited to an account maintained for the Participant on the books of the REIT, as of the Date of Grant.

5.5 Vesting of Performance Units

The Plan Administrator shall have the authority to determine any vesting terms, including the timing of vesting, applicable to the grant of Performance Units. Vesting of Performance Units shall be subject to and dependent on the achievement of the Performance Goals as determined by the Plan Administrator and as set forth in the applicable Award Agreement.

5.6 Settlement and Redemption of Performance Units

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of Performance Units. Without limiting the generality of the foregoing, Executive Officers may not elect to settle Performance Units for a cash payment, in whole or in part, unless and until they have satisfied any minimum equity ownership requirements established by the Board from time to time.
(b) On the settlement date for any Performance Unit, the Participant may redeem, at any time provided such Performance Units have vested and have not expired, each vested Performance Unit for:
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(i) one fully paid and non-assessable Unit issued from treasury to the Participant or as the Participant may direct, or
(ii) if so elected by the Participant, a cash payment, subject to the approval of the Plan Administrator and subsection 5.6(a) above, or
(iii) a combination of Units and cash as contemplated by paragraphs (i) and (ii) above.
(c) Except as otherwise provided in an Award Agreement, Participants may redeem their fully vested Performance Units by filing a written notice of redemption in the form of Schedule A hereto (a “ Redemption Notice ”) with the Chief Financial Officer of the REIT.
(d) Any cash payments made under this Section 5.6 by the REIT to a Participant in respect of vested Performance Units to be redeemed for cash shall be calculated by multiplying the number of Performance Units to be redeemed for cash by the Market Price per Unit as at the settlement date.
(e) Payment of cash to Participants on the redemption of vested Performance Units may be made through the REIT’s payroll in the pay period that the settlement date falls within.

ARTICLE 6 DEFERRED UNITS

6.1 Granting of Deferred Units

(a) The Plan Administrator may fix from time to time a portion of the Trustee Fees or Bonus that is to be payable in the form of Deferred Units, provided that any such determination must be made by December 31[st] in the year prior to the year to which such Trustee Fees or Bonus relate. In addition, each Participant is given, subject to the conditions stated herein, the right to elect in accordance with Section 6.1(c) to receive Trustee Fees or Bonus in the form of Deferred Units pursuant to this Article 6. A Participant who elects to participate in the grant of Deferred Units pursuant to this Article 6 shall receive their Elected Amount in the form of Deferred Units in lieu of cash. For greater certainty, with respect to any Participant who is an Executive Officer or Employee, the right to elect to receive any Bonus or portion thereof in the form of Deferred Units shall only apply to that portion of the Bonus payable in cash and not any portion of the Bonus otherwise fixed by the Plan Administrator to be paid in the form of any Award under the Plan.
(b) The REIT may, but is under no obligation to, match up to 50% of the Elected Amount for each Participant as determined by the Plan Administrator and set forth in the particular Award Agreement, such that the aggregate number of Deferred Units issued to a Participant annually is equal in value to the Elected Amount, plus up to one-half the Elected Amount for such Participant
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as determined by the Plan Administrator and set forth in such Participant’s Award Agreement. For greater certainty, the amount, if any, of a Participant’s Elected Amount that is matched by the REIT may vary among such Participants, but in no event shall exceed 50% of the Participant’s Elected Amount.

(c) Each Participant who elects to receive their Elected Amount in Deferred Units will be required to file a notice of election in the form of Schedule B hereto (the “ Election Notice ”) with the Chief Financial Officer of the REIT: (i) in the case of an existing Participant, by December 31st in the year prior to the year to which such election is to apply (other than for Trustee Fees, in which case any Trustee as of the date of this Plan shall be deemed to continue their election to receive Deferred Units based on any election previously made under the REIT’s Deferred Unit Plan dated May 21, 2015 and in respect of all other Participants as of the date of this Plan, by the date that is 30 days from the Effective Date with respect to compensation paid for services to be performed after such date, including any Bonus payable for the 2021 financial year); and (ii) in the case of a newly appointed or elected Trustee, within 30 days of such appointment or election with respect to compensation paid for services to be performed after such date. If no election is made within the foregoing time frames, the Participant shall be deemed to have elected to be paid the entire amount of his or her Trustee Fees or Bonus in cash.
(d) Subject to Section 6.1(e), the election of a Participant under Section 6.1(c) shall be deemed to apply to all Trustee Fees or Bonus paid subsequent to the filing of the Election Notice, and such Participant is not required to file another Election Notice for subsequent calendar years.
(e) Each Participant is entitled once per calendar year to terminate his or her election to receive Deferred Units in lieu of cash by filing with the Chief Financial Officer of the REIT a notice in the form of Schedule C hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the REIT has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Trustee Fees or Bonus payable or paid in the same calendar year and, subject to complying with Section 6.1(c), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent a Participant terminates his or her participation in the grant of Deferred Units pursuant to this Article 6, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Trustee Fees or Bonus in Deferred Units in lieu of cash again until the calendar year following the year in which the termination notice is delivered.
(f) Any Deferred Unit granted pursuant to this Article 6 prior to the delivery of a termination notice pursuant to Section 6.1(e) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.
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(g) The number of Deferred Units (including fractional Deferred Units) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the Elected Amount, by (ii) the Market Price of a Unit on the Date of Grant.
(h) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Deferred Units to any Participant.

6.2 Deferred Unit Account

All Deferred Units received by a Participant shall be credited to an account maintained for the Participant on the books of the REIT, as of the Date of Grant.

6.3 Vesting of Deferred Units

(a) Except as otherwise determined by the Plan Administrator, any Deferred Units granted in respect of the Elected Amount of a Participant (“ Participant Contributed Deferred Units ”) and Deferred Units granted to a Participant further to any match by the REIT of up to 50% of the Elected Amount in accordance with Section 6.1(a) (“ REIT Contributed Deferred Units ”) and any other Deferred Units granted to any Participant hereunder shall vest immediately upon grant.
(b) Notwithstanding the foregoing or anything else herein contained the Board shall have the discretion to provide for the vesting of Deferred Units granted hereunder in a manner different from the foregoing.

6.4 Settlement of Deferred Units

(a) Subject to Section 9.1(a), except as otherwise determined by the Plan Administrator or as otherwise set out in an Award Agreement, vested Deferred Units shall be redeemable by the Participant on or after the date on which the Participant is no longer employed by the REIT or a subsidiary or Affiliate thereof or ceases to be a Trustee (the “ Termination Date ”), provided that any such settlement date is not later than two years following the Termination Date. For greater certainty, in the event that a Participant has not redeemed his or her Deferred Units prior to the date that is two years following the Termination Date, such Deferred Units shall be automatically redeemed for Units issued from treasury on the date that is two years following the Termination Date without any action required on the part of the Participant.
(b) On the settlement date for any Deferred Unit, the Participant shall redeem each vested Deferred Unit for:
(i) one fully paid and non-assessable Unit issued from treasury to the Participant or as the Participant may direct; or
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(ii) if so elected by the Participant, a cash payment, subject to the approval of the Plan Administrator, or
(iii) a combination of Units and cash as contemplated by paragraphs (i) and (ii) above.
(c) Any cash payments made under this Section 6.4 by the REIT to a Participant in respect of vested Deferred Units to be redeemed for cash shall be calculated by multiplying the number of Deferred Units to be redeemed for cash by the Market Price per Unit as at the settlement date.
(d) Payment of cash to Participants on the redemption of vested Deferred Units may be made through the REIT’s payroll in the pay period that the settlement date falls within.

ARTICLE 7 OTHER UNIT-BASED AWARDS

7.1 Granting of Other Unit-Based Awards

The Plan Administrator may, from time to time, subject to the provisions of this Plan, the rules of the TSX set out in the TSX Company Manual, such other terms and conditions as the Plan Administrator may prescribe and with the approval of the TSX, grant Other Unit-Based Awards to any Participant. The terms and conditions of each Other UnitBased Award grant shall be evidenced by an Award Agreement. Each Other Unit-Based Award shall consist of a right (a) which is other than an Award or right described in Article 4, Article 5 and Article 6 above, and (b) which is 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) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan; provided, however that the rights pursuant to the Other Unit-Based Awards will comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of the Other Unit-Based Awards., including the consideration which may be paid by the Participant in respect of such Award, by such method or methods and in such form or forms, including, without limitation, cash, Units, other securities, other Awards, other property, or any combination thereof, as the Plan Administrator shall determine in its discretion.

ARTICLE 8 ADDITIONAL AWARD TERMS

8.1 Distribution Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, Restricted Units, Performance Units and Deferred Units shall be credited with distribution equivalents in the form of additional Restricted Units, Performance Units and Deferred Units, respectively, as of each distribution payment date in respect of which normal cash distributions are paid on Units. Such distribution equivalents shall be computed by dividing: (a) the amount obtained by multiplying the
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amount of the distribution declared and paid per Unit by the number of Restricted Units, Performance Units and Deferred Units (in each case, vested and unvested), as applicable, held by the Participant on the record date for the payment of such distribution, by (b) the Market Price at the close of the first Business Day immediately following the distribution payment date, with fractions computed to three decimal places. Distribution equivalents credited to a Participant’s accounts shall vest on the same schedule as the Restricted Units, Performance Units and Deferred Units to which they relate, and shall be settled in accordance with Sections 4.4, 5.6 and 6.4, respectively.

(b) The foregoing does not obligate the REIT to declare or pay distributions on Units and nothing in this Plan shall be interpreted as creating such an obligation.

8.2 Blackout Period

If the settlement date or expiry date for any Award falls within a routine or special trading black-out period imposed by the REIT to restrict trades in the REIT’s securities or in the two business days following same, then, notwithstanding any other provision of this Plan, unless the delayed settlement or expiration would result in tax penalties, the settlement or expiry date for the Award shall be automatically extended without any further act or formality so that the settlement or expiry date is at the close of business on the seventh business day after the trading black-out period is lifted by the REIT, provided that settlement of vested Restricted Units and Performance Units shall not in any event extent beyond December 31 in the calendar year of the settlement date, resulting in the calculation of the Market Price for such settlement being made entirely outside of a blackout period.

8.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the REIT the minimum amount as the REIT or an Affiliate of the REIT is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the REIT or an Affiliate of the REIT, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the REIT may (a) withhold such amount from any remuneration or other amount payable by the REIT or any Affiliate to the Participant, (b) require the sale of a number of Units issued upon exercise, vesting, or settlement of such Award and the remittance to the REIT of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

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8.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the REIT’s compensation clawback policy, and any other clawback, recoupment or similar policy adopted by the REIT or the relevant subsidiary or Affiliate of the REIT and in effect at the Date of Grant of the Award, or as set out in the Participant’s Award Agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 8.4 to any Participant or category of Participants.

ARTICLE 9 TERMINATION OF EMPLOYMENT

9.1 Termination of Employment

Subject to Section 9.2, unless otherwise determined by the Plan Administrator or as set forth in an Award Agreement:

(a) All unvested Awards held by an Employee shall expire and immediately terminate automatically at such time that the Participant is no longer an Employee due to the resignation of the Participant or the termination of a Participant for Cause, and any vested Restricted Units, Performance Units and Deferred Units shall be permitted to be settled in accordance with Section 4.4, 5.6 and 6.4, as applicable, provided that if such vested Restricted Units, Performance Units or Deferred Units are not settled within 30 days from the date of termination or resignation, such Restricted Units, Performance Units or Deferred Units shall be settled for Units on such date without any action required on the part of the Participant;
(b) in the event a Participant is no longer an Employee for any reason other than as a result of the resignation of the Participant or the termination of the Participant for Cause, all unvested Restricted Units held by such Participant shall vest immediately upon such Termination Date, and any Performance Units held by such Participant shall vest based on the Performance Goals achieved up to the Participant’s Termination Date in respect of the Performance Units (as determined by the Plan Administrator in their discretion). Any Restricted Units and Performance Units that vest in accordance with this Section 9.1(b) and all Deferred Units held by an Employee, shall be permitted to be settled in accordance with Section 4.4, 5.6 and 6.4, as applicable, provided that if such vested Restricted Units, Performance Units or Deferred Units are not settled within 30 days from the Termination Date, such Restricted Units, Performance Units or Deferred Units shall be settled for Units on such date without any action required on the part of the Participant.
(c) a Participant’s eligibility to receive further grants of Awards under this Plan ceases as of the date of the Participant’s termination or resignation with the REIT or a subsidiary or Affiliate of the REIT.
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(d) unless the Plan Administrator, in its discretion, otherwise determines or as otherwise set out in an Award Agreement, at any time and from time to time, Awards are not affected by a change of employment or trusteeship within or among the REIT or Affiliate or a subsidiary of the REIT for so long as the Participant continues to meet the criteria of a Participant as contemplated herein.
(e) if a Participant is terminated without Cause or there is a cessation of Participant’s employment for any other reason, the Participant is not entitled to continued vesting of any Awards or the grant of any new Awards under this Plan or under any Award Agreements after the expiry of the minimum period of statutory notice required under any employment standards legislation applicable to the Participant’s employment (“ ESL ”). The Participant hereby waives any claim for any continued vesting of Awards or grants of new Awards under this Plan or under any Award Agreements where the vesting or grant date occurs after the expiration of that minimum statutory notice period under ESL. For clarity, the Participant is not entitled to and waives any right to claim common law damages for forfeiture of unvested Awards or loss of the entitlement to new Award grants under this Plan or under any Award Agreements stemming from the REIT's failure to provide the Participant with adequate notice of termination.

9.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 9.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the REIT, a subsidiary of the REIT, or an Affiliate of the REIT and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

9.3 Participants’ Entitlement

Except as otherwise provided in this Plan, Awards previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the REIT and an Affiliate of the REIT. For greater certainty, all grants of Awards remain outstanding and are not affected by reason only that, at any time, an Affiliate of the REIT ceases to be an Affiliate of the REIT.

ARTICLE 10 EVENTS AFFECTING THE REIT

10.1 General

The existence of any Awards does not affect in any way the right or power of the REIT or its unitholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the REIT’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the REIT, to create or issue any bonds, debentures, Units or other securities of the REIT or to

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determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the REIT or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 10 would have an adverse effect on this Plan or on any Award granted hereunder.

10.2 Change in Control

Except as may be set forth in an Award Agreement:

(a) Notwithstanding anything else in this Plan, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, 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 Plan, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; or (iii) any combination of the foregoing. In taking any of the actions permitted under this Section 10.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. For greater certainty, the Plan Administrator cannot cause any Participant that is a resident of Canada for the purposes of the Tax Act to receive anything other than shares of a corporation or units of a “mutual fund trust”, or rights to acquire such shares or units, in any case of an entity that does not deal at arm’s length with the REIT (for the purposes of the Tax Act) at the time such shares, units or rights are issued or granted.
(b) Notwithstanding Section 9.1, if a Participant’s employment is terminated by the REIT, a subsidiary of the REIT, or an Affiliate of the REIT without Cause due to a transaction resulting in a Change in Control, without any action by the Plan Administrator, the vesting of all Awards held by such Participant shall immediately accelerate and be settled (based on the Performance Goals achieved up to the Participant’s Termination Date in respect of the Performance Units).

10.3 Reorganization of REIT’s Capital

Should the REIT effect a subdivision or consolidation of Units or any similar capital reorganization or a payment of a Unit distribution (other than a Unit distribution that is in lieu of a cash distribution), or should any other change be made in the capitalization of the REIT that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Units that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding

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such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken, and shall adjust the number of Awards outstanding and Units issuable under this Plan, as it may in its discretion deem appropriate to reflect the event.

10.4 Other Events Affecting the REIT

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, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Units that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken and shall adjust the number of Awards outstanding and Units issuable under this Plan, as it may in its discretion deem appropriate to reflect the event.

10.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards.

10.6 Issue by REIT of Additional Units

Except as expressly provided in this Article 10, neither the issue by the REIT of Units or securities convertible into or exchangeable for Units, nor the conversion or exchange of such Units or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Units that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

10.7 Fractions

No fractional Units will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 10, a dividend equivalent or otherwise), a Participant would become entitled to a fractional Unit, the Participant has the right to acquire only the adjusted number of full Units and no payment or other adjustment will be made with respect to the fractional Units, which shall be disregarded.

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ARTICLE 11 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

11.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting Units of the REIT, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements.

11.2 Unitholder Approval

Notwithstanding Section 11.1 and subject to any rules of the Exchange, approval of the holders of the Voting Units shall be required for any amendment, modification or change that:

(a) increases the number of Units reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the REIT or its capital;
(b) increases or removes the 10% limits on Units issuable or issued to Insiders as set forth in Section 3.7(a);
(c) extends the term of an Award beyond the original expiry date, where applicable (except where an expiry date would have fallen within a blackout period of the REIT);
(d) increases or removes the limits on the participation of Trustees in Section 3.7;
(e)
expands the categories of the eligible participants of the Plan;
(f) permits Awards to be transferable or assignable other than for normal estate settlement purposes; or
(g) deletes or reduces the range of amendments which require approval of the holders of the Voting Units of the REIT under this Section 11.2.
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11.3 Permitted Amendments

Without limiting the generality of Section 11.1, but subject to Section 11.2, the Plan Administrator may, without approval of the holders of the Voting Units of the REIT, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;
(b) making any amendments to the provisions set out in Article 9;
(c) making any amendments to add 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;
(d) making any amendments not inconsistent with the 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
(e) 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.

ARTICLE 12 MISCELLANEOUS

12.1 Legal Requirement

The REIT is not obligated to grant any Awards, issue any Units or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the REIT of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Units may then be listed.

12.2 Securities Law Compliance

No Awards shall be granted under the Plan unless and until the REIT and/or the Participant have complied with all Applicable Securities Laws and all other requirements of law or of any regulatory agencies having jurisdiction.

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12.3 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Unit, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

12.4 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee or Trustee. No Participant has any rights (including, without limitation, voting rights, distribution entitlements (other than as set out in this Plan) or rights on liquidation) as a unitholder of the REIT in respect of Units issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Units.

12.5 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the REIT from taking corporate action which is deemed by the REIT to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

12.6 Unfunded Plan

The Plan shall be unfunded. Neither the REIT nor the Committee shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

12.7 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among the provisions of this Plan, on the one hand, and a Participant’s employment agreement with the REIT, a subsidiary of the REIT, or an Affiliate of the REIT, as the case may be, on the other hand, the provisions of this Plan shall prevail.

12.8 Anti-Hedging Policy

By accepting the Award each Participant acknowledges that he or she is restricted 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 market value of Awards.

12.9 Participant Information

Each Participant shall provide the REIT with all information (including personal information) required by the REIT in order to administer the Plan. Each Participant acknowledges that information required by the REIT in order to administer the Plan may

26 -

be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such Persons (including Persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the REIT to make such disclosure on the Participant’s behalf.

12.10 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the REIT to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Units. The REIT does not assume responsibility for the income or other tax consequences for the Participants and Trustees and they are advised to consult with their own tax advisors.

12.11 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without approval of the holders of the Voting Units, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

12.12 Successors and Assigns

The Plan shall be binding on all successors and assigns of the REIT and its subsidiaries and Affiliates.

12.13 General Restrictions on Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

12.14 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

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12.15 Notices

All written notices to be given by a Participant to the REIT shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Plaza Retail REIT 98 Main Street Fredericton, NB E3A 9N6

Attention: Jim Drake, Chief Financial Officer Email: [email protected]

All notices to a Participant will be addressed to the principal address of the Participant on file with the REIT. Either the REIT or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not sent by mail. Any notice given by either the Participant or the REIT is not binding on the recipient thereof until received.

12.16 Effective Date

This Plan becomes effective on January 1, 2021 or such other date determined by the Plan Administrator, subject to the approval of the unitholders of the REIT.

12.17 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

12.18 Submission to Jurisdiction

The REIT and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Units made in accordance with the Plan.

PLAZA RETAIL REIT EQUITY INCENTIVE PLAN (THE “PLAN”)

SCHEDULE A REDEMPTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

I hereby advise Plaza Retail REIT (the “ REIT ”) that I wish to redeem ___ of the Performance Units credited to my account under the Plan in accordance with the terms of the Plan in the form of:

____% in Units; and

____% in cash;

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.
(b) I recognize that upon redemption of the Performance Units, the REIT will make all appropriate withholdings as required by law.

Date:

(Name of Participant)

(Signature of Participant)

PLAZA RETAIL REIT EQUITY INCENTIVE PLAN (THE “PLAN”)

SCHEDULE B ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of Deferred Units pursuant to Article 6 of the Plan and to receive:

____% of my Annual Retainer Fees; and

____% of my Trustee Fees (other than the Annual Retainer Fees, if applicable); or

____% of my Bonus in the form of Deferred Units in lieu of cash.

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.
(b) I recognize that when Deferred Units credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the Deferred Units, the REIT will make all appropriate withholdings as required by law at that time.
(c) The value of Deferred Units is based on the value of the Units of the REIT and therefore is not guaranteed.
(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the REIT.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date:

(Name of Participant)

(Signature of Participant)

PLAZA RETAIL REIT EQUITY INCENTIVE PLAN (THE “PLAN”)

SCHEDULE C ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DEFERRED UNITS

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the ____ [Trustee Fees / Bonus as applicable] accrued after the date hereof shall be paid in Deferred Units in accordance with Article 6 of the Plan.

I understand that the Deferred Units already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant)

(Signature of Participant)

Note : An election to terminate receipt of additional Deferred Units can only be made by a Participant once in a calendar year.

7080502

APPENDIX “B”

Resolution to approve Amended and Restated Omnibus Equity Incentive Plan

The following is the text of the ordinary resolution that Unitholders are being asked to approve at the Meeting.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Circular or Amended & Restated Equity Incentive Plan, as applicable.

“ BE IT RESOLVED THAT :

The adoption by the Trust of and the performance of its obligations under the Amended & Restated Equity Incentive Plan substantially in the form presented to Unitholders and attached as Appendix “A” to the Circular is hereby approved and adopted.
The maximum number of Units issuable under the Amended & Restated Equity Incentive Plan is five percent (5%) of the outstanding Units at any time, subject to adjustment from time to time pursuant to the provisions in the Amended Plan that permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Trust or its capital. As the Amended Plan is considered an “evergreen” plan, within three (3) years after approval thereof or by May 23, 2027, and within every three (3) years thereafter, the Trust must obtain security holder approval of the Amended Plan in order to continue to grant awards.
Any one or more officers or trustees of the Trust are hereby authorized to execute or cause to be executed on behalf of the Trust or to deliver or cause to be delivered all such documents, agreements and instruments and do or cause to be done all such other acts and things as they shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the executed and delivery of such document, agreement or instrument or the doing of any such act or thing.”

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98 Main Street Fredericton, NB E3A 9N6 www.plaza.ca (506) 451-1826

AI assistant

Plaza Retail REIT — Proxy Solicitation & Information Statement 2024

47183_rns_2024-04-23_6093dd4c-eb04-40f8-bf27-16cb3a33dbeb.pdf

NOTICE OF ANNUAL & SPECIAL MEETING OF UNITHOLDERS & AVAILABILITY OF MEETING MATERIALS

Attendance and Voting at the Virtual Meeting

Even if you plan to attend the Meeting online, you are encouraged to vote in advance of the Meeting.

Voting by Proxy in Advance of the Meeting

Whatever option you choose, please carefully follow the instructions contained on the form of proxy or voting instruction form and remember that you will need the 16-digit control number referenced thereon in order to cast your vote.

Eligibility to Vote

Notice-and-Access

Where Meeting Materials are Posted & How to Obtain Paper Copies

All Unitholders are reminded to review the Circular before voting.

TABLE OF CONTENTS

APPENDIX “A” – Amended and Restated Omnibus Equity Incentive Plan

FORWARD LOOKING INFORMATION

April 8, 2024

MANAGEMENT INFORMATION CIRCULAR

MEETING, PROXY AND VOTING INFORMATION

SOLICITATION OF PROXIES

RECORD DATE AND ELIGIBILITY FOR VOTING

IMPORTANT INFORMATION ABOUT THE MEETING

How to Attend the Meeting

How to Participate in and Vote at the Meeting

Registered Unitholders

Beneficial Unitholders

Submitting Questions

Who to Contact if you Experience Technical Difficulties

Voting by Proxy in Advance of the Meeting

Appointing your Proxyholder

Registered Unitholders

Beneficial Unitholders

How Your Proxyholder Will Vote

Proxy Deadline

Registered Unitholders

Beneficial Unitholders

business day in advance of the proxy deadline .

Changing your Vote/Revoking your Proxy

Registered Unitholders

Beneficial Unitholders

How to Attend the Meeting as a Proxyholder

How to Attend the Meeting as a Guest

VOTING UNITS AND PRINCIPAL HOLDERS THEREOF

Authorized Capital

Units

Special Voting Units

Principal Holders

QUORUM

NOTICE-AND-ACCESS

MATTERS TO BE ACTED UPON AT THE MEETING

RECEIVE FINANCIAL STATEMENTS

ELECTION OF TRUSTEES

Governance Practices, Proposed Board of Trustees and Independence .

Advance Notice Policy

Majority Voting Policy

Voting on Individual Basis

Trustees Nominated for Election

EARL BREWER Vice-Chair of the Board

Background and Experience

Other Public Board Memberships

2023 Annual Meeting Votes in Favour

STEPHEN JOHNSON

Background and Experience

Other Public Board Memberships

2023 Annual Meeting Votes in Favour

JANE MARSHALL

Background and Experience

Other Public Board Memberships

2023 Annual Meeting Votes in Favour

Background and Experience

DOUG McGREGOR Chair of the Board

2023 Annual Meeting Votes in Favour

LYNDA SAVOIE

Background and Experience

Other Public Board Memberships

2023 Annual Meeting Votes in Favour

SUSAN TAVES

Background and Experience

2023 Annual Meeting Votes in Favour

Notes:

Qualifications and Areas of Expertise

Plaza Retail REIT Proxy Solicitation & Information Statement 2024