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Slate Grocery REIT Proxy Solicitation & Information Statement 2026

Apr 10, 2026

46990_rns_2026-04-10_5c8b2686-e371-4e2c-914b-cc1568345fd7.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERS OF SLATE GROCERY REIT

All capitalized terms used herein but not otherwise defined have the meaning ascribed thereto in the accompanying management information circular dated March 25, 2026 (the "Information Circular") accompanying and forming part of this notice of annual and special meeting (this "Notice of Meeting").

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders (the "Unitholders") of class A units ("Class A Units"), class I units ("Class I Units"), class U units ("Class U Units", and together with the Class A Units and Class I Units, the "Units") of Slate Grocery REIT (the "REIT"), which will be held on May 13, 2026 at 11:00 a.m. (Eastern Daylight Time) in a hybrid format, whereby Unitholders will be able attend the Meeting in person at the offices of McCarthy Tétrault LLP, 66 Wellington Street West, Suite 5300, Toronto, Ontario, M5K 1E6, or virtually by way of a live online webcast at https://meetings.lumiconnect.com/200-699-362-560.

The Meeting will be held for the following purposes:

(i) to receive and consider the audited consolidated financial statements of the REIT for the period ended December 31, 2025 and the auditor's report thereon;

(ii) to consider and, if thought fit, pass an ordinary resolution re-appointing Deloitte LLP as the auditors of the REIT for the ensuing year and authorizing the trustees of the REIT to fix the remuneration of such auditors (the "Auditor Resolution");

(iii) to consider and, if thought fit, pass an ordinary resolution electing each of Colum Bastable, Christopher Chee, Patrick Flatley, Marc Rouleau, Andrea Stephen, Mary Vitug, Blair Welch, and Brady Welch, on an individual basis, as the trustees of the REIT for the ensuing year (the "Trustee Resolution");

(iv) to consider and, if thought fit, pass an ordinary resolution (A) approving the amendment and restatement of the REIT's deferred unit plan for trustees of the REIT (the "Trustee Deferred Unit Plan"), as well as all unallocated Deferred Class U Units and other entitlements thereunder, which amendments will: (1) amend the maximum number of Class U Units that are issuable under the Trustee Deferred Unit Plan to be equal to that number of Class U Units that is equal to 1.0% of all outstanding Class U Units from time to time (assuming conversion and/or redemption into Class U Units of certain derivative securities of the REIT); and (2) amend certain definitions set out in the Trustee Deferred Unit Plan for tax purposes; and (B) ratifying all awards of Deferred Class U Units under the Trustee Deferred Unit Plan since May 1, 2021 and all issuances of Class U Units thereunder (the "DUP Resolution"); and

(v) to transact such other business as may be properly brought before the Meeting and any adjournment or postponement thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Information Circular under "Business of the Meeting", accompanying and forming part of this Notice of Meeting.

Only registered Unitholders and duly appointed proxyholders will be entitled to attend the Meeting in person. Registered Unitholders and duly appointed proxyholders who choose not to attend the Meeting in person will be able to attend the Meeting virtually, ask questions and vote all in real time, provided they are connected to the Internet and comply with all of the requirements set out in the Information Circular. Non-registered Unitholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests and ask questions, but guests who attend the Meeting virtually will not be able to vote at the Meeting. The REIT urges all Unitholders to vote in advance of the Meeting in accordance with the instructions set out below and in the Information Circular.

The Board of Trustees of the REIT has fixed March 24, 2026 as the record date (the "Record Date") for the purpose of determining holders of Units entitled to receive notice of and to vote at the Meeting. Any


holder of Units of record at the close of business on the Record Date is entitled to vote the Units registered in such Unitholder's name at that date on each matter to be acted upon at the Meeting.

To be approved, the Auditor Resolution, the Trustee Resolution and the DUP Resolution must each receive the affirmative vote of not less than a majority of the votes cast thereon by holders of the Units, with such Unitholders voting together as a single class.

For the Meeting, a quorum is present if there are two or more individuals present in person or represented by proxy, holding or representing by proxy in aggregate at least 25% of the total number of outstanding Units.

Unitholders who hold their Units with a bank, broker or other financial intermediary are not registered Unitholders. If you are not a registered Unitholder, you will have received a request for voting instructions from your broker or other nominee. Please complete and return your voting instruction form in accordance with the directions on the voting instruction form. To be effective, a voting instruction form must be received no later than 11:00 a.m. (Eastern Daylight Time) on May 11, 2026. If you plan to attend the Meeting and wish to vote in person or virtually, please follow the instructions on the enclosed voting instruction form to appoint yourself, instead of the management nominees, to vote at the Meeting. Non-registered Unitholders must take the necessary steps to appoint themselves if they wish to vote at the Meeting. Please take the time to ensure your vote is included at the Meeting.

A Unitholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered Unitholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Information Circular and on their form of proxy or voting instruction form. For Unitholders whose proxyholders wish to attend the Meeting virtually, these instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent in such circumstances will result in the proxyholder not receiving a username to vote in the Meeting and only being able to attend as a guest.

If unable to attend the Meeting, a registered Unitholder may submit his or her proxy by mail, by facsimile or over the Internet in accordance with the instructions below.

A non-registered Unitholder should follow the instructions included on the voting instruction form provided by his or her intermediary.

Voting by Mail before the Meeting. A registered Unitholder may submit his or her proxy by mail by completing, dating and signing the enclosed form of proxy and returning it using the envelope provided to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1.

Voting by Facsimile before the Meeting. A registered Unitholder may submit his or her proxy by facsimile by completing, dating and signing the enclosed form of proxy and returning it by facsimile to TSX Trust Company at 416-595-9593.

Voting by Internet before the Meeting. A registered Unitholder may vote over the Internet at www.voteproxyonline.com and following the instructions. Such Unitholder will require the 12 digit control number (located on the form of proxy).

In order to be valid and acted upon at the Meeting, proxies must be received by TSX Trust Company no later than 11:00 a.m. (Eastern Daylight Time) on May 11, 2026, or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before any adjourned or postponed Meeting. If a Unitholder receives more than one form of proxy because such Unitholder owns Units registered in different names or addresses, each form of proxy should be completed and returned. Unitholders are cautioned that the use of mail to transmit proxies is at each Unitholder's risk. The Chair of the Meeting has the discretion to extend or waive the deadline for the deposit of proxies at his or her discretion without notice.

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Notice-and-Access

The REIT has elected to use the notice-and-access provisions under National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101", and together with NI 51-102, the "Notice-and-Access Provisions") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow issuers to post electronic versions of proxy-related materials online, via the System for Electronic Document Analysis and Retrieval ("SEDAR+") and one other website, rather than mailing of paper copies of such materials to securityholders.

Electronic copies of this Notice of Meeting, the Information Circular, the REIT's management's discussion and analysis of the results of operations and financial condition of the REIT for the year ended December 31, 2025 and the audited consolidated financial statements of the REIT and accompanying notes for the year ended December 31, 2025 together with the auditor's report thereon (the "2025 MD&A and Financials") may be found on SEDAR+ at www.sedarplus.ca and on the REIT's website at www.slategroceryreit.com.

Unitholders are reminded to review the Information Circular before voting.

Unitholders will receive paper copies of a notice package (the "Notice Package") via pre-paid mail containing a notice with information prescribed by NI 54-101 and a form of proxy (if you are a registered Unitholder) or a voting instruction form (if you are a non-registered Unitholder).

The REIT will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Information Circular to some securityholders with a Notice Package.

Unitholders may obtain paper copies of the Information Circular and the 2025 MD&A and Financials free of charge by calling +1 (866) 600-5869 or by e-mailing [email protected]. Any Unitholder wishing to obtain a paper copy of the meeting materials in time to vote before the Meeting, should submit their request for paper copies no later than 11:00 a.m. (Eastern Daylight Time) on May 4, 2026. Unitholders may also use the toll-free number provided above to obtain more information about the Notice-and-Access Provisions. Under the Notice-and-Access Provisions, meeting materials will be available for viewing on the REIT's website for one year from the date of posting.

DATED at Toronto, Ontario this 25th day of March, 2026.

By order of the Board of Trustees,

"Andrea Stephen"
ANDREA STEPHEN
Chair, Board of Trustees, Slate Grocery REIT