European Residential Real Estate Investment Trust (TSX:ERE.UN)
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Apr 28, 2026, 3:11 PM EST
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AGM 2026

Apr 27, 2026

Ira Gluskin
Trustee, European Residential Real Estate Investment Trust

Good morning, everyone, and welcome to the special meeting of unitholders of European Residential Real Estate Investment Trust. My name is Ira Gluskin. I'm a trustee of European and the chair of the Special Committee, and I'll act as chair of today's meeting. Before I proceed, I would like to thank our unitholders who are able to join us virtually for today's meeting. I would also like to thank Lisa Russell, my fellow trustee and co-member of the European Special Committee, and counsel to the European Special Committee, Adam Kline of Miller Thomson. I will now begin with the formal business of the meeting. I now call the meeting to order with the consent of the meeting. Jenny Chou, European Chief Financial Officer, will act as secretary of the meeting, and Wayne Ewer of TSX Trust Company will act as scrutineers for today's meeting.

The secretary has advised me that we received the affidavit of mailing from TSX Trust Company, confirming that the notice calling the meeting and related materials were provided to unitholders of record on the record date for the meeting. Unless there is any objection, I will dispense with the reading of the notice calling the meeting. The secretary has advised me that a quorum is present for the meeting based on unitholders we know to be in attendance, including by proxy and documented in the preliminary report of the scrutineer. A final report will be prepared and filed as part of the record of the meeting. On this basis, I declare the meeting to be properly constituted for the transaction of business. On behalf of the board, I thank those unitholders who have joined us today.

The voting results for the special resolution to be voted on today will be formally announced by press release following the meeting. For the purpose of today's meeting, voting on the special resolution will be conducted by a single electronic ballot. Registered unitholders and proxy holders of record on the record date can use the electronic ballot feature available on your screen. You are encouraged to complete your electronic ballot during the allotted time prior to the end of the formal portion of today's meeting. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote during the meeting. By the way, need a PhD, you're not the only one. Registered unitholders and duly appointed proxy holders may submit questions using the Q&A feature in the virtual platform.

Please keep your questions concise and related to the special resolution or the transaction with CAPREIT. For each question, the secretary will read each question aloud before we provide a response. If during the course of the meeting we encounter any technical difficulty with the webcast, please remain logged on, and we will resume as soon as possible. To make the best use of our time, we have designated unitholders that will move the section of the special resolution. The polls are now formally open for electronic voting. Voting will close once the special resolution has been formally dealt with. Once voting closes, the scrutineer will tabulate the results of the vote for the special resolution. The sole item of business is to consider pursuant to an interim order of the Ontario Superior Court of Justice dated March 20, 2026.

It's thought advisable to pass, with or without variation, a special resolution approving a proposed plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act and Section 60 of the Trustee Act of Ontario involving European and an affiliate of Canadian Apartment Properties Real Estate Investment Trust, or CAPREIT, providing for the acquisition by the affiliate of CAPREIT of all the issued and outstanding REIT shares not already owned by CAPREIT and its affiliation for consideration of CAD 1.19 per REIT unit in an all-cash transaction. The special resolution requires approval by at least two-thirds of the votes cast by unitholders voting together and by a majority of votes cast by public REIT unitholders, excluding votes required to be excluded under securities laws. Management holds proxy sufficient to meet these thresholds, so we expect the resolution will pass.

The full text of the special resolution is set forth in Schedule B to the Management Information Circular. Unless there is any objection, I will dispense with the reading of the special resolution. Before asking for a motion to approve this resolution, I will pause to ask the secretary of the meeting, Jenny Chou, if there are any questions. Mr. Chair, I confirm that we have not received any relevant questions from unitholders. Thank you. I will now ask for a motion to approve the special resolution. My name is Yin Yuan. I am a proxyholder. Chair, I move for the special resolution to be approved. My name is Konstantin Tokarev, I'm a proxyholder. Chair, I second the motion. Thank you. We will now vote on the special resolution.

Any registered unitholders or duly appointed proxyholders who has not yet voted or who wish to change their vote with respect to the special resolution may do so now by clicking on the Voting tab from the top menu of the web portal and then clicking on your selection to cast your vote. The electronic ballot will close in two minutes. Now that everyone has had the opportunity to vote, I now declare the polls closed. Based on the preliminary voting results received from the scrutineer, the voting results for the special resolution shows sufficient support for approval. Accordingly, the motion is carried. Therefore, I declare the special resolution is approved. We will be reporting the final vote results of this meeting in a press release, and they will be posted on European SEDAR+ profile shortly after this meeting.

If there is no further business, I will ask for a motion to terminate this meeting. I so move. I second the motion. I now declare the meeting to be closed. On behalf of management and the board, I would like to thank you all for attending today.

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