Mr. Neil Downey reports

FIRST CAPITAL ANNOUNCES THE FILING AND MAILING OF MEETING MATERIALS IN CONNECTION WITH THE SPECIAL MEETING OF UNITHOLDERS TO APPROVE THE ARRANGEMENT

First Capital Real Estate Investment Trust has filed its notice of special meeting, management information circular and related materials with the applicable securities regulators in connection with the special meeting of the unitholders of First Capital to approve the previously announced plan of arrangement pursuant to the arrangement agreement dated April 16, 2026, between, among others, the REIT, KingSett Real Estate Growth LP No. 8 and Choice Properties Real Estate Investment Trust.

• The arrangement consideration per unit payable to unitholders provides an immediate, upfront premium with a mix of cash, which provides certainty of value, and Choice units for continued participation.
• The board unanimously recommends that unitholders vote in favour of the arrangement resolution: your vote is important -- vote today.
• Questions or need voting assistance? please contact Laurel Hill Advisory Group, First Capital's proxy solicitation agent, by calling 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America) by texting info to either number, or by e-mail at assistance@laurelhill.com.

The arrangement was announced on April 16, 2026, and is expected to close in the fourth quarter of 2026, assuming that required approvals are obtained and all other conditions are satisfied.

Pursuant to the terms of the arrangement agreement, unitholders will be entitled to receive, for each unit of First Capital held, a combination of $19.24 in cash and 0.3186 of a unit in the capital of Choice Properties. Based on the closing price of the Choice units on the Toronto Stock Exchange (the TSX) on April 15, 2026 (the last trading day prior to the announcement of the arrangement), the arrangement consideration per unit represents a total implied value of $24.40 per REIT unit, and represents approximately a 17-per-cent premium to the 20-day volume-weighted average price of the REIT units on the TSX for the period ended April 15, 2026, approximately an 11.7-per-cent premium to the closing price of the REIT units on the TSX on April 15, 2026, approximately a 21-per-cent premium to the 90-day volume-weighted average price of the REIT units on the TSX for the period ended April 15, 2026, and approximately a 7-per-cent premium to the REIT's net asset value of $22.81 per REIT unit as of March 31, 2026. The actual value of the arrangement consideration per unit received by unitholders will depend on the market price of the Choice units on the TSX at the time of closing and such actual value of the arrangement consideration per unit may be more or less than $24.40 per REIT unit.

On May 20, 2026, the REIT obtained an interim order from the Ontario Superior Court of Justice (Commercial List) authorizing various procedural matters, including the holding of the meeting and the mailing of the meeting materials, a copy of which is included as Appendix B to the circular. The hearing date of the application for the final order of the court approving the arrangement is scheduled for June 25, 2026, at 9:30 a.m. (Toronto time). A copy of the notice of application for the final order is included as Appendix C to the circular.

Board recommendation

The board of trustees of First Capital, following receipt and review of the fairness opinions of its financial advisers and taking into consideration, among other things, the unanimous recommendation of the special committee of independent trustees of the board, and after consulting with outside legal counsel and financial advisers, unanimously determined that the arrangement is fair, from a financial point of view, to the unitholders (other than KingSett and its affiliates) and the arrangement is in the best interests of the unitholders (other than KingSett and its affiliates), and unanimously recommends that unitholders vote their REIT units in favour of the resolution of unitholders approving the arrangement to be considered at the meeting.

Tax considerations

The circular provides important information on the arrangement and related matters, including voting procedures and instructions for unitholders unable to attend the meeting in person, as well as certain income tax considerations relevant to a unitholder that participates in the arrangement. As part of the arrangement, the REIT and the REIT's subsidiaries are expected to realize significant income and capital gains on the portfolio of properties held by the REIT's subsidiaries, which income and capital gains will be allocated to unitholders. The arrangement will also result in a taxable disposition of a unitholder's REIT units. Unitholders are urged to consult their own tax advisers to determine the particular tax effects to them of the arrangement and any other consequences to them in connection with the arrangement under Canadian and foreign tax laws, having regard to their own particular circumstances, including whether to consider selling their REIT units on the TSX with a settlement date prior to the date upon which the arrangement becomes effective as an alternative to participating in the arrangement.

Meeting details

The meeting will be held on Tuesday, June 23, 2026, at 10 a.m. (Toronto time) in a hybrid format, in person at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay St., Toronto, Ont., Canada, M5L 1B9, and on-line virtually, via audio webcast (case sensitive password: firstcapitalspecial2026). Further details on how to attend the meeting can be found in the circular section entitled "General Proxy Matters - Voting at the Meeting." In order to be eligible to vote, unitholders must have held REIT units at the close of business on May 4, 2026.

Unitholders are urged to read the circular and its appendices carefully and in their entirety. The meeting materials have also been mailed to unitholders and can be accessed online on the REIT's website and under the REIT's issuer profile on SEDAR+.

Vote today

The proxy voting deadline is June 19, 2026, at 10 a.m. (Toronto time) and unitholders are encouraged to vote well in advance of the proxy voting deadline to ensure their vote is received in a timely manner. Voting is easy; unitholders may vote quickly and easily online, or by any of the other methods provided in the form of proxy or voting instruction form which have been included as part of the meeting materials.

Unitholder questions and voting assistance

Unitholders with questions or who require voting assistance may contact First Capital's proxy solicitation agent:

Laurel Hill Advisory Group

North America toll-free:  1-877-452-7184

Outside North America:  1-416-304-0211

Text message:  text info to 416-304-0211 or 1-877-452-7184

E-mail:  assistance@laurelhill.com

About First Capital Real Estate Investment Trust

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.