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Plaza Retail REIT Proxy Solicitation & Information Statement 2026

Apr 24, 2026

47183_rns_2026-04-24_527acf17-d914-4d92-9c8b-d39e97273ae0.pdf

Proxy Solicitation & Information Statement

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plaza

NOTICE OF ANNUAL MEETING OF UNITHOLDERS & AVAILABILITY OF MEETING MATERIALS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of unitholders ("Unitholders") of Plaza Retail REIT ("Plaza" or the "Trust") will be held on Wednesday, May 27, 2026 at 10:00 am (ADT) / 9:00 am (EDT). The Meeting will be held virtually to enhance accessibility for all Unitholders, including those unable to attend in person, thereby allowing for greater Unitholder participation. 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.

At the Meeting, Unitholders will be asked to:

  1. receive the consolidated financial statements of the Trust for the year ended December 31, 2025, together with the auditor's report thereon;
  2. fix the number of trustees to be elected at the Meeting at eight (8);
  3. elect the trustees to serve for the ensuing year;
  4. appoint Plaza's auditor for the ensuing year at a remuneration to be fixed by the trustees; and
  5. 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 March 25, 2026 (the "Information Circular").

Attending and Voting at the Virtual Meeting

The Meeting can be accessed at www.virtualshareholdermeeting.com/PLZ2026. Unitholders will need the 16-digit 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.

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

  • You are a Registered Unitholder if your trust units are registered in your name with our transfer agent, TSX Trust Company.
  • You are a Beneficial Unitholder if your trust 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 Information 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 Monday, May 25, 2026 (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 13, 2026 will be entitled to one (1) vote at the Meeting for each trust 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- and-access 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 Information Circular and Plaza's annual report containing the comparative consolidated financial statements of the Trust for the year ended December 31, 2025 and management's discussion and analysis of the Trust's results of operations and financial condition for 2025 (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 Information 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 Information 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, Presentations and Other Filings 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 Information 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 Information Circular and Annual Report which are required in advance of the Meeting should be made by Wednesday, May 13, 2026 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 Information Circular before voting.

DATED this 25th day of March, 2026.

Kimberly A. Strange
Kimberly Strange
Chief People Officer, General Counsel & Secretary