H&R REIT ANNOUNCES NEXT STEPS TO DRIVE UNITHOLDER VALUE FOLLOWING TERMINATION OF ARRANGEMENT AGREEMENT WITH CONSORTIUM OF PURCHASERS

Retroactively reinstates monthly distributions and announces intention to declare 2026 special distribution

Outlines governance enhancements and succession plan

Q3 2026 results to be released Monday, Nov 16; conference call and webcast Nov 16 at 5:00 p.m. ET

TORONTO, Nov. 13, 2026 /CNW/ -- H&R Real Estate Investment Trust ("H&R" or the "REIT") (TSX: HR.UN) today announced that, at the special meeting of unitholders held earlier today, the special resolution approving the previously announced plan of arrangement involving H&R and a consortium of purchasers (the "Transaction") did not receive the requisite H&R unitholder approvals. As a result, and in accordance with the terms of the arrangement agreement dated August 10, 2026, as amended (the "Arrangement Agreement"), H&R has delivered written notice to the parties to the Arrangement Agreement terminating the Arrangement Agreement, effective immediately.

The REIT also announced that in light of the outcome of the unitholder vote on the Transaction, it is not proceeding with the proposed acquisition of the approximately 70% interest in two joint venture development properties owned by Lantower Residential Real Estate Development Trust (No. 1) (the "REDT") that were not previously owned by the REIT given that a positive vote on the Transaction was a condition to closing and is no longer capable of being satisfied.

Pursuant to the terms of the Transaction, no termination fee will be payable by H&R to the consortium of purchasers in connection with the termination of the Transaction. H&R will remain a publicly traded real estate investment trust and its units will continue to trade on the Toronto Stock Exchange under the ticker symbol HR.UN.

Stephen Gross, Independent Lead Trustee of H&R, said "The H&R Board of Trustees brought this Transaction to a unitholder vote with a view to maximizing unitholder value through an en bloc transaction, which it considered the most certain and actionable path and in the best interests of H&R. Since mid-August, we have met with a number of unitholders and listened closely to their perspectives on the proposed Transaction. We appreciate their views and respect the outcome of today's vote."

"Today, as part of our initial go-forward plan, we are announcing a number of important actions, including retroactive payment of monthly distributions, the intent to pay a special distribution before year-end, a commitment to seek to surface unitholder value through asset sales, and a board refreshment process that will include CEO succession planning. The Board remains committed to providing value to all unitholders," said Mr. Gross.

Retroactive Reinstatement of Monthly Distribution

Commencing with the November 2026 distribution, the H&R Board of Trustees (the "Board") has reinstated the monthly distribution of $0.05 per unit, and has declared a special distribution to unitholders of $0.15 per unit to compensate for the months of August, September and October 2026 during which time distributions were suspended pursuant to the Arrangement Agreement, for an aggregate of $0.20 per unit, payable as follows:

Future Special Distribution

As a result of asset sales completed during the year, H&R intends to declare a special cash distribution of approximately $2.30 per unit prior to the end of 2026 subject to lender approval and in addition to the $0.20 per unit distribution set out above.

Commitment to Surface Value in the REIT's Portfolio through Potential Asset and Portfolio Sales

The REIT intends to pursue opportunities to surface value through asset and portfolio sales with an aim to create a simplified value driven REIT, which may include the sale of the REIT's industrial properties. The Board will evaluate the best use of proceeds of any such sale, which may include distributing cash to unitholders, paying down debt, or repurchasing of units.

Board Refreshment and CEO Succession Planning

The Board has commenced a process of board refreshment and has requested that the Compensation, Environmental, Social, Governance and Nominating Committee, which includes Stephen Gross, Lindsay Brand and Brenna Haysom, begin a search to identify new trustee candidates who can bring complementary skills and experience to the Board. The Board remains committed to governance best practices including regular board renewal and enhancement and intends to replace up to four members of the Board with new independent trustees by the end of this year.

The mandate of the refreshed Board will include CEO succession planning to ensure that H&R has the leadership in place to execute on its strategy. Throughout this process, the Board looks forward to engaging with significant unitholders and other stakeholders.

Timing of Third Quarter 2026 Results, Conference Call and Webcast

H&R also announced today that it will release its financial results for the three and nine months ended September 30, 2026 on Monday, November 16, 2026. Management will host a conference call to discuss the financial results for H&R REIT on Monday, November 16, 2026 at 5.00 p.m. Eastern Time.

Conference Call

Participants can join the call by dialing 1–800–717–1738 or 1–289–514–5100. For those unable to participate in the conference call at the scheduled time, a replay will be available approximately one hour following completion of the call. To access the archived conference call by telephone, dial 1–289–819–1325 or 1–888–660–6264 and enter the passcode 78930 followed by the "#" key. The telephone replay will be available until November 23, 2026 at midnight.

Webcast

A live audio webcast will be available through https://www.hr-reit.com/investor-relations/#investor-events. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. The webcast will be archived on H&R's website following the call date.

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.

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", "intend", "embark", "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 Board's intention to declare a special distribution, including the source, expected amount and timing of the declaration and payment of the special distribution; the payment of distributions; the Board's intention of seeking to maximize unitholder value; the potential for a sale H&R's assets and portfolios; the use of proceeds of any such sale(s); the intention to embark on a Board refreshment and management succession process; the REIT's intention with respect to the transaction with the REDT; and the timing of release of financial results. 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; the amount of net proceeds available from H&R's recently completed sales; H&R's liquidity, financial condition and compliance with its debt covenants following payment of the special distribution; the Board's determination, in its discretion, to declare the special distribution; the availability of suitable trustee candidates; 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; costs incurred in connection with the Transaction and the termination of the Arrangement Agreement; the impact of the termination of the Arrangement Agreement on H&R's unit price and business relationships; 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 November 13, 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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