H&R REIT FILES MANAGEMENT INFORMATION CIRCULAR AND RECOMMENDS H&R UNITHOLDERS VOTE IN FAVOUR OF PROPOSED TRANSACTION WITH GO RESIDENTIAL REIT

• Independent Trustees unanimously recommend H&R unitholders vote IN FAVOUR of the Transaction
• Transaction provides H&R unitholders immediate liquidity through the cash consideration and the opportunity to participate in the future upside of a larger, stronger GO REIT through the unit consideration
• Special Meeting of H&R unitholders to be held on November 13, 2026 

All dollar amounts are presented in Canadian dollars unless otherwise indicated.

TORONTO, Oct. 8, 2026 /CNW/ -- H&R Real Estate Investment Trust ("H&R") (TSX: HR.UN) today announced that it has filed its management information circular (the "Circular") and commenced mailing of the related proxy materials for the special meeting of H&R unitholders (the "Special Meeting") to be held at 10:30 a.m. (Toronto time) on November 13, 2026.

The Best Actionable Path to Maximize Value for H&R Unitholders

The Special Meeting is being held to consider the previously announced arrangement (the "Transaction") under which GO Residential Real Estate Investment Trust ("GO REIT") and a consortium of purchasers will acquire all assets of H&R. The Transaction is the culmination of a multi-year strategic review process overseen by the independent trustees of H&R (the "Independent Trustees").

Under the terms of the Transaction, H&R unitholders will receive $4.28 in cash plus a portion of a GO REIT unit, expected to be 0.5688 per H&R unit, together valued at $12.01 per H&R unit based on GO REIT's closing unit price on the Toronto Stock Exchange and the Bank of Canada Canadian/U.S. dollar exchange rate of 1.3942 on August 10, 2026. This represents a premium of approximately 14.5% to the unaffected trading price of H&R units as of June 10, 2026, the last trading day prior to market speculation regarding a potential transaction.

The Independent Trustees unanimously recommend that unitholders vote IN FAVOUR of the Transaction for several compelling reasons: 

• Transaction Follows Strategic Repositioning and Extensive Market Check Involving Multiple Parties. The Transaction emerged from a robust strategic review process, originating with H&R's strategic repositioning plan announced in 2021.
• Immediate Liquidity. The cash consideration of $4.28 per H&R unit provides unitholders with certainty of value and immediate liquidity for a portion of their holding, independent of market conditions at the closing of the Transaction.
• Participation in Potential Upside of GO REIT Units. Ownership in GO REIT provides H&R unitholders a meaningful opportunity to participate in a geographically diversified residential platform. The Transaction is expected to be accretive to FFO and AFFO per unit for H&R unitholders, who will hold approximately 68% of GO Residential Operating LLC, the operating subsidiary of GO REIT, on a pro forma basis.
• Formal Valuation. Based on the range of values ascribed by National Bank of Canada Capital Markets ("NBCCM") to the GO REIT units in the fairness opinion and valuation delivered by NBCCM (and subject to the assumptions and qualifications contained therein), the GO REIT units are valued at US$14.79 to US$17.19 per GO REIT unit, indicating that the GO REIT units traded at a significant discount to such valuation as of August 10, 2026. At an expected exchange ratio of 0.5688 GO REIT units per H&R unit, the implied value of the total consideration as of August 10, 2026, was approximately C$16.01 to C$17.91 per H&R unit (including the cash component of the consideration per unit of C$4.28).
• Tax-Deferred Rollover Opportunity. The Transaction is structured to provide eligible Canadian-resident unitholders with the opportunity to receive GO REIT units on a tax-deferred basis for Canadian federal income tax purposes. The Transaction is also structured to be a tax-free reorganization for U.S. federal income tax purposes, subject to certain exceptions as described in the Circular.
• Fairness Opinions. Both CIBC World Markets and NBCCM have provided opinions that, subject to the respective assumptions, limitations and qualifications set forth therein, the consideration to be received by H&R unitholders, other than 1001700058 Ontario Inc. (the "Purchaser"), CRAL (as defined below) and their respective affiliates and associates, pursuant to the arrangement agreement, is fair, from a financial point of view, to such unitholders.

"This Transaction marks the conclusion of a multi-year strategic review process and represents the best available path for H&R unitholders," said Stephen Gross, Independent Lead Trustee of H&R. "This Transaction provides H&R unitholders with a compelling opportunity to realize immediate liquidity through the cash consideration while participating in the longer-term upside potential of a larger, stronger GO REIT. We are encouraging H&R unitholders to review the Circular and vote IN FAVOUR of the Transaction today."

The Independent Trustees note that the acquisition of specific non-core assets by CRAL Class B Limited ("CRAL"), a company beneficially owned and controlled by members of the family of Tom Hofstedter, Executive Chairman and Chief Executive Officer of H&R, was a critical component that enabled the en bloc Transaction to proceed and unlocked the cash consideration for all H&R unitholders, a result that would likely not have been achievable through a third-party transaction alone. The Circular provides detailed disclosure regarding these specific assets, as well as the residual risks and liabilities assumed by CRAL. 

Receipt of Interim Order

On October 2, 2026, H&R obtained an interim order from the Court of King's Bench of Alberta (the "Court") authorizing various procedural matters, including the holding of the Special Meeting, a copy of which is included as Schedule "E" to the Circular. The hearing date of the application for the final order of the Court approving the Transaction is scheduled for November 17, 2026, at 10:00 a.m. (Calgary time). A copy of the notice of application for the final order is included as Schedule "F" to the Circular.

How to Vote on the Transaction

The Special Meeting will be held virtually at 10:30 a.m. (Toronto time) on November 13, 2026. The webcast can be accessed via the following link: www.virtualshareholdermeeting.com/HRREIT2026SM. Unitholders of record as of the close of business on October 2, 2026, are entitled to vote. Proxies must be received by 10:30 a.m. (Toronto time) on November 11, 2026. The Independent Trustees recommend H&R unitholders vote IN FAVOUR of the Transaction.

The Independent Trustees urge all unitholders to read the Circular carefully, as it contains a full description of the Transaction, the background to the Transaction, and the reasons for the Independent Trustees' recommendation.

For Assistance with Voting

H&R unitholders who have questions or need help voting should contact H&R's proxy solicitation agent:

Laurel Hill Advisory Group 
North America Toll-Free: 1-877-452-7184
Outside North America: 416-304-0211
assistance@laurelhill.com

The Circular is available on H&R's website at www.hr-reit.com/hr-go-reit-sale and under H&R's profile on SEDAR+ at www.sedarplus.ca.

ABOUT H&R REIT

H&R is one of Canada's largest real estate investment trusts. H&R has ownership interests in a Canadian and U.S. portfolio primarily comprised of high-quality residential (operating as Lantower Residential), industrial and office properties totaling approximately 20.5 million square feet.

NON-IFRS FINANCIAL MEASURES

In this press release, certain financial measures of GO REIT are used that are not defined under International Financial Reporting Standards ("IFRS") including certain non-IFRS ratios, such as FFO and AFFO. Such non-IFRS measures and ratios are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. GO REIT believes these non-IFRS financial measures and ratios provide useful supplemental information to both management and investors in measuring the operating performance, financial performance and financial condition of GO REIT.

CAUTIONARY AND FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements generally can be identified by the use of terms and phrases such as "will", "may", "believe", "subject to", "expected", and similar terms and phrases concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including negative and grammatical variations, and references to assumptions and limitations. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to: the Special Meeting and the timing thereof; the filing and sending of the Circular and related meeting materials; and the Transaction, including the consideration to be received by unitholders pursuant thereto. Such forward-looking statements reflect H&R's current beliefs and are based on information currently available to management.

Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on H&R's estimates and assumptions that are subject to risks, uncertainties and other factors including those risks and uncertainties described below and those discussed in H&R's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results, performance or achievements of H&R to differ materially from the forward-looking statements contained in this news release. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements include assumptions relating to the general economy, including debt markets continuing to provide access to capital at a reasonable cost; assumptions concerning currency exchange and interest rates; expectations and assumptions concerning the anticipated benefits of the Transaction to unitholders and other stakeholders; the receipt in a timely manner of regulatory, court, unitholder and lender approvals for the Transaction; the performance by the parties to the Transaction of their obligations under their respective agreements; and the availability of cash flow from operations to meet monthly distributions.

Additional risks and uncertainties include, among other things, those related to: real property ownership; the current economic environment; tariffs and other international trade disputes; property valuations; credit risk and tenant concentration; lease rollover risk; interest rate and other debt-related risks; inflation risk; development risks; residential rental risk; capital expenditure risk; currency risk; liquidity risk; cyber security risk and breach of privacy or information security systems; artificial intelligence and related technologies; expanding social media vehicles; financing credit risk; ESG and climate change risk; public health crises; co-ownership interest in properties; business continuity; general uninsured losses; joint arrangement and investment risks; talent management and succession planning; potential acquisition, investment and disposition opportunities and joint venture arrangements; potential diversion of management time on the Transaction; potential undisclosed liabilities associated with acquisitions; competition for real property investments; potential conflicts of interest; litigation and regulatory risk; unit prices; availability of cash for distributions; credit ratings; ability to access capital; dilution; unitholder liability; redemption right; investment eligibility; debentures; statutory remedies; unitholder activism; tax risk; and additional tax risks applicable to H&R and to unitholders. H&R cautions that these lists of factors, risks and uncertainties are not exhaustive. Although the forward-looking statements contained in this news release are based upon what H&R believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.

Readers are also urged to examine H&R's materials filed with the Canadian securities regulatory authorities on SEDAR+ (www.sedarplus.ca) under H&R's issuer profile from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of H&R to differ materially from the forward-looking statements contained in this news release. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements are made as of October 8, 2026 and H&R, except as required by applicable Canadian law, disclaims any intention or obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

Additional information regarding H&R is available at www.hr-reit.com and on www.sedarplus.ca.

SOURCE H&R Real Estate Investment Trust

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