Mr. Ben Rodney of Artis reports

ARTIS AND RFA CAPITAL COMPLETE ARRANGEMENT TRANSACTION

Artis Real Estate Investment Trust and RFA Financial Inc. have successfully completed their combination by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and The Trustee Act (Manitoba), pursuant to which RFA acquired all of the outstanding common units, Series E preferred units and Series I preferred units of Artis.

With the completion of the arrangement, RFA becomes a scaled, growth-oriented Canadian financial services platform centred on a federally regulated Schedule I bank, and a leading prime and alternative mortgage origination and servicing business, supported by a high-quality commercial real estate portfolio. The combined platform is expected to provide stable and growing earnings with a sustainable dividend profile and multiple avenues for value creation through disciplined capital rotation from real estate into higher-returning financial services investments.

"We are very pleased to confirm the successful closing of this transformative transaction," said Samir Manji, executive chair of the board of directors of RFA Financial. "Bringing RFA and Artis together marks a significant strategic milestone for our organization and our unitholders. This combination provides our unitholders with meaningful exposure to Canada's financial services sector and a rare opportunity to participate in the continued expansion and scaling of a Schedule I bank. We are confident that this new platform will deliver long-term value, and we appreciate the ongoing support of our stakeholders as we begin this next chapter."

"With the successful completion of this transaction, we have reached a pivotal milestone for both organizations," said Ben Rodney, president and chief executive officer of RFA Financial. "By combining RFA's expanding banking and mortgage businesses with Artis's established real estate platform, we have created a diversified company with multiple pathways for growth, enhanced access to capital and the potential for stronger long-term returns. We have an exciting opportunity in front of us and look forward to advancing our shared vision as a single, integrated organization."

Pursuant to the arrangement, RFA Capital Holdings Inc. changed its name to RFA Financial and its common shares, Series E preferred shares and Series I preferred shares are expected to begin trading on the Toronto Stock Exchange (TSX) under the ticker symbols RFA, RFA.PR.E and RFA.PR.I, respectively, at market open on or about Feb. 4, 2026. On completion of the arrangement, RFA became a reporting issuer in each of the provinces and territories of Canada.

Upon closing of the arrangement, Artis became a wholly owned subsidiary of RFA. The Artis common units, Series E preferred units and Series I preferred units are expected to be delisted from the TSX at the close of market on Feb. 3, 2026, and Artis is applying to cease to be a reporting issuer under applicable Canadian securities laws.

Governance and leadership

RFA's new board of directors consists of nine directors, comprising Ben Rodney, in his capacity of president and chief executive officer of RFA, five directors identified by Artis consisting of former Artis trustees, Samir Manji, Heather-Anne Irwin, Jacqueline Moss, Mike Shaikh and Lis Wigmore, and three directors identified by RFA consisting of current RFA directors, Steven Joyce, Jeffrey Royer and Richard Bradlow.

The RFA management team consists of Ben Rodney (president and chief executive officer), Samir Manji (executive chair), Jaclyn Koenig (chief financial officer), Melody Lo (chief operating officer) and Kara Watson (executive vice-president, legal and corporate secretary).

Consideration and security exchange

Under the terms of the arrangement, Artis common unitholders received one preconsolidation RFA common share for each Artis common unit held. As the final step of the arrangement, following the exchange of Artis common units for preconsolidation RFA common shares, the RFA common shares were consolidated on the basis of one postconsolidation RFA common share for every three preconsolidation RFA common shares.

Artis Series E preferred unitholders received one RFA Series E preferred share for each Artis Series E preferred unit held. Artis Series I preferred unitholders received one RFA Series I preferred share for each Artis Series I preferred unit held. The RFA preferred shares were unaffected by the consolidation.

Upon closing of the arrangement, the issued and outstanding shares of RFA were 46,605,485 common shares (on a postconsolidation basis), 2,820,409 Series E preferred shares and 4,247,256 Series I preferred shares.

All registered Artis unitholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Artis's SEDAR+ profile, with accompanying share certificate and/or DRS advice-statement(s), if applicable, to Odyssey Trust Company as soon as possible, if they have not already done so. Non-registered Artis unitholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the RFA shares issued as consideration for their Artis units.

For more information about the arrangement, see the management information circular of Artis dated Nov. 10, 2025, which is available at SEDAR+.

Early warning report

Immediately prior to closing of the arrangement, RFA did not own, control or direct any securities of Artis. Upon closing of the arrangement, RFA beneficially owns, or exercises control or direction over, 95,012,384 Artis common units, 2,820,409 Artis Series E preferred units and 4,247,256 Artis Series I preferred units, representing 100 per cent of the issued and outstanding Artis common units, Artis Series E preferred units and Artis Series I preferred units. Pursuant to the arrangement, all trustees and certain officers of Artis, prior to closing of the arrangement, resigned from their respective positions.

An early warning report will be filed by RFA in accordance with applicable securities laws and will be available on Artis's SEDAR+ profile. For further information and to obtain a copy of the early warning report filed by RFA, please contact Melody Lo, chief operating officer of RFA, at 1-647-330-5963.

Advisers

CIBC World Markets Inc. acted as financial adviser to Artis and Haywood Securities Inc. provided an independent fairness opinion to the board of trustees of Artis and the Artis special committee in connection with the arrangement. Norton Rose Fulbright Canada LLP acted as legal adviser to Artis.

BMO Capital Markets acted as financial adviser to RFA in connection with the arrangement. Borden Ladner Gervais LLP acted as legal adviser to RFA.

About RFA Financial Inc.

Founded in 1996, RFA is a Canadian-owned real estate investment firm. RFA specializes in residential mortgage lending and asset management through its subsidiaries: RFA Bank of Canada, a federally regulated Schedule I bank, RFA Mortgage Corp., TM Investments, Five Continents Financial and now Artis, a diversified Canadian real estate investment trust with a portfolio of industrial, office and retail properties in Canada and the United States. Combined, RFA offers mortgage brokers a one-stop shop with a full suite of competitive prime, alternative, private, commercial mortgages and wealth management.

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