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XTAO Inc. Proxy Solicitation & Information Statement 2026

Apr 24, 2026

48578_rns_2026-04-24_7e60e008-d7a7-4ab6-9873-47f29727a9f2.pdf

Proxy Solicitation & Information Statement

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RAVELIN PROPERTIES REIT

RAVELIN PROPERTIES REIT

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated April 22, 2026, a special meeting (the "REIT Unitholder Meeting") of holders (the "REIT Unitholders") of trust units ("REIT Trust Units") and special voting units ("REIT Special Voting Units", and together with the REIT Trust Units, the "REIT Units") of Ravelin Properties REIT (the "REIT" or "Ravelin") will be held in person at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario, M5X 1A4 on May 25, 2026 commencing at 10:00 a.m. (Toronto time), the details of which are set out in the management information circular (the "Circular") accompanying this notice, for the following purposes:

  1. to consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Circular (the "Unitholder Arrangement Resolution"), approving a proposed arrangement (the "Arrangement") of the REIT pursuant to Section 192 of the Canada Business Corporations Act (the "CBCA") involving the REIT, 17732571 Canada Inc. ("ArrangementCo"), a wholly-owned subsidiary of the REIT, Clarke Inc. ("Clarke") and 17732538 Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of Clarke, in accordance with the terms of an arrangement agreement dated March 26, 2026 between the REIT, ArrangementCo, Clarke and the Purchaser, as more particularly described in the Circular; and

  2. to transact such further and other business as may properly come before the REIT Unitholder Meeting or any adjournment or postponement thereof.

Particulars of the foregoing matters are set forth in the Circular. The board of trustees of the REIT (the "REIT Board") has fixed the close of business on April 13, 2026 (the "Record Date") as the record date for the determination of the REIT Unitholders entitled to receive notice of, to attend and vote at, the REIT Unitholder Meeting. Only REIT Unitholders of record as of the Record Date and their duly appointed proxyholders are entitled to receive notice of, to attend and vote at, the REIT Unitholder Meeting.

Registered REIT Unitholders who are unable to attend the REIT Unitholder Meeting in person may complete, date and sign the enclosed form of proxy. To be valid, proxies must be signed and deposited with TSX Trust Company: (i) by voting online at www.voteproxyonline.com; (ii) by facsimile at 1-416-595-9593; or (iii) by mail to the attention of the Proxy Department of TSX Trust Company, 301 - 100 Adelaide Street West Toronto, Ontario M5H 4H1. Alternatively, REIT Unitholders may plan to attend and vote at the REIT Unitholder Meeting. Even if you plan to attend the REIT Unitholder Meeting, you may still vote via proxy. In order to be effective, validly completed instruments of proxy must be received no later than 10:00 a.m. (Toronto time) on May 21, 2026 or, if the REIT Unitholder Meeting is adjourned or postponed, not less than 48 hours prior to such adjourned or postponed REIT Unitholder Meeting (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) (the "Proxy Deadline"). The Chair of the REIT Unitholder Meeting may waive, without notice, the time limit for deposit of proxies. Late proxies may be accepted or rejected by the Chair of the REIT Unitholder Meeting in his or her discretion, and the Chair of the REIT Unitholder Meeting is under no obligation to accept or reject any particular late proxy. Unless you vote at the REIT Unitholder Meeting, votes must be received by TSX Trust Company no later than the Proxy Deadline.

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Regardless of whether you plan to attend the REIT Unitholder Meeting, we ask that all REIT Unitholders vote their proxy in one of the methods set out above. To be valid, proxies must be received by TSX Trust Company no later than the Proxy Deadline.

Beneficial REIT Unitholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting included on the voting instruction form provided by their broker or intermediary. If you hold your REIT Units in a brokerage account, you are not a registered REIT Unitholder and are responsible for ensuring that the broker or other intermediary that is the registered holder of your REIT Units votes your REIT Units in accordance with your instructions prior to the Proxy Deadline.

If you have any questions or require more information with regard to the transactions described herein, procedures for voting or require assistance with delivering your voting instructions, please contact the proxy solicitation and information agent, Sodali & Co by phone at 1-833-830-9806 (collect 1-289-695-3075) or by email at [email protected].

DATED at Toronto, Ontario this 24th day of April, 2026.

BY ORDER OF THE BOARD OF TRUSTEES OF THE REIT

(signed) "Calvin Younger"
Calvin Younger
Chair of the REIT Board

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