MR.UN Melcor Real Estate Investment Trust

Melcor Real Estate Investment Trust (“Melcor REIT” or the “REIT”) is pleased to announce that Glass Lewis & Co. (“Glass Lewis”) has recommended unitholders of the REIT (“Unitholders”) vote FOR the previously announced plan of arrangement (the “Arrangement”) with Melcor Developments Ltd. (“MRD”), whereby, among other steps, the outstanding trust units of the REIT will be redeemed in exchange for $4.95 per unit held, through a series of steps outlined in the management information circular mailed to Unitholders, filed under the REIT’s profile on SEDAR+ (http://sedarplus.com) and on the REIT’s website at https://melcorreit.ca/special-meeting/. We urge Unitholders to follow Glass Lewis’ recommendation and vote FOR the resolution approving the Arrangement.

Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 shareholder meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets.

“The recommendation from Glass Lewis is a welcome endorsement of the Arrangement and reinforces the findings of the Independent Committee that the Arrangement is the best alternative available to the REIT” said Richard Kirby, Chair of the independent committee of trustees (the “Independent Committee”) of the board of trustees (the “Board”). “We know proxy advisory firms are deeply aware of the importance of a rigorous process and safeguards for minority Unitholders and are pleased that they’ve recognized the steps we’ve taken to achieve this outcome for Unitholders, in recommending their subscribers vote in favour of the Arrangement.”

VOTING IS FAST AND EASY - VOTE FOR THE ARRANGEMENT TODAY

Unitholders are urged to vote their Units TODAY in advance of the Meeting. Even if you have never voted before, every vote will count no matter how many Units you own.

The Independent Committee and the Board (with cross-trustees abstaining) have recommended Unitholders vote FOR the Arrangement at the special meeting of unitholders (the “Meeting”). The Meeting will be held at the Windsor Room, Third Floor, Manulife Place, 10180 101st Street, Edmonton, Alberta, T5J 3V5 on November 26, 2024 at 9:30 a.m. (Mountain Time). Unitholders are encouraged to vote well in advance of the proxy cut-off, at 9:30 a.m. (Mountain Time) on November 22, 2024.

QUESTIONS AND VOTING ASSISTANCE

Voting Unitholders who have questions or need assistance in voting should contact Melcor REIT’s strategic unitholder advisor and ‎proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com.

About Melcor REIT

Melcor REIT is an unincorporated, open-ended real estate investment trust. Melcor REIT owns, acquires, manages and leases quality retail, office and industrial income-generating properties in western Canadian markets. Its portfolio is currently made up of interests in 36 properties representing approximately 3.072 million square feet of gross leasable area located across Alberta and in Regina, Saskatchewan; and Kelowna, British Columbia.

Forward Looking Statement Cautions and Disclaimers:

This news release includes forward-looking information within the meaning of applicable Canadian securities laws. In some cases, forward-looking information can be identified by the use of words such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties, certain of which are beyond the REIT’s control. In this news release, forward-looking information includes, among other things, statements relating to the Meeting proceeding as described herein or at all, expectations with respect to the timing and outcome of the Arrangement and the anticipated benefits of the Arrangement, the timing of the Meeting and the results thereof. The forward-looking information is based on certain key expectations and assumptions made by the REIT, including with respect to the structure of the Arrangement and all other statements that are not historical facts. The timing and completion of the Arrangement is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required regulatory, court, and unitholder approvals. Although management of the REIT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that any transaction, including the Arrangement, will occur or that it will occur on the timetable or on the terms and conditions contemplated in this news release. The Arrangement could be modified, restructured or terminated. Readers are cautioned not to place undue reliance on forward-looking information. Additional information on these and other factors that could affect the REIT are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca).

By its nature, such forward-looking information necessarily involves known and unknown risks and uncertainties that may cause actual results, performance, prospects and opportunities in future periods of the REIT to differ materially from those expressed or implied by such forward-looking statements. Furthermore, the forward-looking statements contained in this news release are made as of the date of this news release and neither the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking information, and no one has any obligation to update or revise any forward-looking information, whether as a result of new information, future events or such other factors which affect this information, except as required by law.