Artis REIT and RFA Capital
Proposed Combination Transaction

Key Transaction Highlights

• Majority ownership – The combined company, RFA Financial, will become a new public entity with its shares to trade on the Toronto Stock Exchange, with Artis unitholders to own 68% of RFA Financial common shares outstanding upon closing.
• Enhanced platform – The combination creates a scaled and dynamic financial services platform, featuring a Schedule I bank and a leading mortgage origination platform, supported by a high-quality commercial real estate portfolio.
• Value creation – There will be significant value creation opportunity through targeted capital rotation from Artis’s commercial real estate portfolio into RFA’s higher growth financial services platform.
• Financial strength – RFA Financial will boast stable and growing earnings, enabling it to maintain a sustainable and increasing dividend.
• Strong leadership – RFA Financial will have a proven executive team to be led by Ben Rodney, the current Chair of Artis’s Board of Trustees and President, CEO and Managing Partner of RFA, and with the continuing stewardship of Samir Manji, current President, CEO, and Trustee of Artis.

What this Means for Unitholders

Under this transaction, Artis’s unitholders will receive equity of the new combined company “RFA Financial Inc.” for each common unit and preferred unit held. As a result, unitholders will own a stake in a much larger, more diversified enterprise and have the opportunity to participate in its future growth and value creation.

If approved, this transaction will provide unitholders:

• Majority ownership – Make Artis unitholders the 68% majority owner of a growing financial services platform supported by a high-quality commercial real estate portfolio.
• Exposure to Financial Services sector – Provide Artis unitholders with exposure to Canada’s attractive financial services sector, which has historically generated strong returns through business cycles.
• Enhanced growth opportunity – Create opportunities for enhanced growth and value creation as RFA Financial redeploys capital from real estate asset sales into higher-returning financial services investments.

Fairness Opinions

In reaching its conclusion that the proposed combination transaction is fair, from a financial point of view, to Artis unitholders and that it is in the best interests of Artis, the Board consulted with its legal counsel and financial advisors.

CIBC World Markets Inc. provided fairness opinions that, as of the date thereof and subject to the assumptions, limitations and qualifications set forth therein: (i) the exchange ratio applying to the common unitholders of the REIT, pursuant to the Arrangement, is fair from a financial point of view to common unitholders of the REIT; and (ii) the consideration to be received by the preferred unitholders of the REIT, pursuant to the Arrangement, is fair, from a financial point of view, to the preferred unitholders of the REIT. Haywood Securities Inc. provided an independent fairness opinion that, as of the date thereof, subject to the assumptions, limitations and qualifications contained therein, the applicable exchange ratios are fair, from a financial point of view, to the common unitholders and preferred unitholders of the REIT.

Board Recommendation

The Board of Trustees (other than Ben Rodney, the interested trustee) unanimously recommends that unitholders vote in favour of all matters set forth in the management information circular. The Board’s recommendation is based on the compelling value creation opportunity through redeploying capital from real estate asset sales into RFA Financial’s higher-returning banking and mortgage businesses, the strong growth trajectory of RFA’s Schedule I bank, and fairness opinions from both CIBC World Markets Inc. and Haywood Securities Inc.

Strong Unitholder Support Secured

Unitholders representing approximately 39.7% of outstanding Artis units, including Sandpiper Group, Halcyon International Limited, and all Artis trustees and officers, have entered into voting support agreements to vote in favour of the transaction.

How to Vote your Units

A special meeting of unitholders (the “Meeting”) is being held on Thursday, December 11, 2025 at 10:00 a.m. (Toronto time) at the York Room of the Hilton Toronto hotel at 145 Richmond Street West, Toronto, Ontario and virtually via live audio webcast at:

Unitholders are encouraged to vote in advance of the December 11 Meeting. The arrangement requires approval by at least two-thirds of votes cast by Artis common unitholders, excluding votes attached to any common units held by Ben Rodney (the interested trustee) and his related parties. Unitholders can vote online, by fax, by mail, or in person at the Meeting using the instructions provided in the proxy materials. Artis unitholders of record as of the close of business on October 30, 2025 are entitled to receive notice and vote at the Meeting.

Important Documents

Press Releases

September 15, 2025
Artis and RFA Capital Agree to Combine to Form RFA Financial Through a Share Exchange Transaction
Read more >

November 10, 2025
Artis Files Meeting Materials for Vote on Combination with RFA Capital
Read more >

Meeting Materials

Below are the meeting materials in respect of the Meeting to be held on Thursday, December 11, 2025, at 10:00 a.m. (Toronto time). Unitholders are encouraged to vote well in advance of the proxy deadline of December 9, 2025, at 10:00 a.m. (Toronto time).

Additional information regarding the Section 85 Election described in the Circular will be provided as of the Effective Date of the Arrangement.

Cautionary Statement

The foregoing information contains certain assumptions relating to forward looking information, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors Relating to the Arrangement” of the Management Information Circular in respect of the Meeting.