An anonymous trustee reports

FIRST CAPITAL REIT REMINDS UNITHOLDERS TO VOTE IN FAVOUR OF THE PROPOSED ARRANGEMENT AND AMENDS DECLARATION OF TRUST

First Capital Real Estate Investment Trust reminds unitholders to vote for the previously announced proposed plan of arrangement to simplify First Capital's organizational structure by eliminating First Capital Realty Inc. as the REIT's wholly owned subsidiary that owns, directly and indirectly, all of First Capital's real property portfolio. Following the arrangement, First Capital will hold substantially all of its real property portfolio through subsidiary partnerships and trusts. The arrangement is expected to simplify First Capital's operating structure and reduce the significant complexity of accounting and legal reporting, as well as income tax compliance inherent in the existing structure. First Capital's board of trustees has unanimously approved the arrangement and encourages its unitholders to vote in favour of the arrangement at the special meeting of unitholders to be held at 10 a.m. Toronto time on Nov. 24, 2025.

The factors the board considered in making its determination and recommendation include: the expected reduction in the significant complexity and cost of accounting and legal reporting, as well as income tax compliance inherent in First Capital's existing structure, and the fact that the arrangement will not affect First Capital's business strategy. The REIT has received an advance income tax ruling of the Canada Revenue Agency in connection with the arrangement. The REIT has received an interim order of the Ontario Superior Court of Justice (Commercial List) authorizing various matters in connection with the arrangement. If approved by First Capital's unitholders at the meeting, the arrangement is expected to become effective on or about Nov. 30, 2025.

Declaration of trust amendments -- effective immediately

In advance of the meeting and effective immediately, the board has approved an amended and restated declaration of trust in order to better align with current corporate governance best practices. More specifically, the amended and restated declaration of trust no longer contains an exclusive forum provision that previously required unitholders to bring any litigation under the declaration of trust exclusively in Ontario courts. As a result of the amendment, unitholders now have the ability to bring such claims in any proper jurisdiction of their choosing. While this amendment is not necessary to effect the arrangement, the board believes it is desirable and not prejudicial to, and expands the rights of, its unitholders and better aligns with corporate governance best practices. Other than certain minor or clerical changes that are not prejudicial to unitholders, no other amendments to First Capital's previous declaration of the trust were made at this time and the amended and restated declaration of trust is available on SEDAR+ under First Capital's issuer profile.

Proposed declaration of trust amendments -- to be effective upon implementation of the arrangement

In connection with the arrangement, unitholders who vote in favour of the arrangement will also be authorizing and approving the adoption of a further amended and restated declaration of trust, which includes amendments to the REIT's current declaration of trust necessary to effect the arrangement and other amendments of a minor, housekeeping or clerical nature that are not prejudicial to unitholders. Further details on the arrangement and the related amendments to First Capital's declaration of trust are set out in First Capital's information circular dated Oct. 24, 2025, which has been mailed to unitholders and is available on SEDAR+ under First Capital's issuer profile. First Capital also announced today that, in order to better align with current corporate governance best practices, it will revise the wording to be contained in Section 3.1 of the proposed A&R declaration of trust so that subdivisions or consolidations of its units will continue to generally require the approval of unitholders. For more details relating to this change to Section 3.1 of the proposed A&R declaration of trust, please refer to the notice of amendment dated Nov. 6, 2025, which is available on SEDAR+ under First Capital's issuer profile.

The proposed A&R declaration of trust remains subject to unitholder approval at the meeting and will only become effective when the arrangement is implemented.

Voting

Beneficial unitholders should complete and submit the voting instruction form in accordance with the directions on the form. Voting instruction forms can be completed and submitted using the following options.

Internet:  You will need your 16-digit control number located on the voting instruction form.

Telephone:  1-800-474-7493 (English) or 1-800-474-7501 (French)

Mail:  Data Processing Centre, P.O. box 3700 STN, Industrial Park, Markham, Ont., L3R 9Z9

Registered unitholders who are unable to be present at the meeting should exercise their right to vote by completing and submitting the form of proxy in accordance with the directions on the form. Forms of proxy may also be completed and submitted by mail or through the Internet. Odyssey Trust Company, First Capital's transfer agent and registrar, must receive completed proxies not later than 10 a.m. Toronto time on Nov. 20, 2025, or, if the meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before any adjourned or postponed meeting.

For any questions, unitholders may contact Apollo Advisors, the REIT's strategic unitholder advisor and proxy solicitation agent, by telephone at 647-407-5667 or by e-mail at info@apollo-advisors.ca.

About First Capital REIT

First Capital owns and operates, acquires and develops open-air grocery-anchored shopping centres in neighbourhoods with the strongest demographics in Canada.

We seek Safe Harbor.