An anonymous director reports

SLATE OFFICE REIT POSTPONES SPECIAL MEETING TO AMEND DECLARATION OF TRUST TO JANUARY 15

Slate Office REIT's board of trustees has decided to postpone the special meeting of unitholders that was originally scheduled to be held on Dec. 29 to Jan. 15, 2024, at 10 a.m. ET. As a result of the later meeting date, unitholders who wish to vote their units in advance of the meeting date now have until 10 a.m. ET on Jan. 12, 2024.

The special resolution put forward for approval by the unitholders permits the trustees of the REIT to amend the declaration of trust to give effect to an amendment to remove the restriction in the declaration of trust, which currently provides that the REIT's indebtedness cannot exceed 65% of gross book value (i.e. total assets less restricted cash) (the "Restriction"), as such amendment may be varied by the trustees of the REIT in their discretion. This proposed change to the declaration of trust is intended to provide greater flexibility to the REIT, while management pursues its previously disclosed portfolio realignment plan.

To be approved, the special resolution requires at least two-thirds of the votes cast by unitholders at, or prior to the special meeting, to vote in favour of the proposed amendment. In order to provide unitholders with more time to consider the proposed amendment, the board of trustees of the REIT has decided to postpone the special meeting to January 15, 2024 at 10:00 a.m. (Eastern).

Management of the REIT strongly believes that approval of the proposed amendment is in the best interests of the REIT. In addition, ISS has issued a report recommending that unitholders vote in favour of the proposed amendment.

Unitholders who have not yet supported the proposed resolution are urged to do so.

For the avoidance of doubt, the record date for the determination of unitholders who are entitled to receive the notice of, and to attend and vote at, the special meeting (including any postponement thereof), will remain unchanged as November 17, 2023.

Details about the special meeting, including instructions on how a unitholder can vote its units, are set out in the information circular and other meeting materials, which were previously sent to unitholders. The form of proxy and voting instruction form for use at the postponed meeting remain valid and applicable for use at the postponed meeting. As a result of the later meeting date, unitholders who wish to vote their units in advance of the meeting date (including making changes to any previously submitted voting instructions), now have until 10:00 a.m. (Eastern) on January 12, 2024.

Why the Proposed Amendment Is Important

The declaration of trust currently includes the Restriction.

Under the declaration of trust, the measurement of any indebtedness against the REIT's gross book value is completed only at the time of the incurrence or assumption of the indebtedness in question (which would exclude the refinancing of existing debt that is outstanding) and is not a determination that is continually assessed over time against the REIT's gross book value. In addition, the REIT has initiated a plan to dispose of certain properties to raise capital in order to increase liquidity and reduce the REIT's outstanding borrowings. However, primarily due, in part, to a decrease in investment property valuations, the REIT's indebtedness ratio at September 30, 2023 increased to 65.6%. Notwithstanding the foregoing, the REIT remains in compliance with the Restriction as there has not been an incurrence of new indebtedness during this period.

Management's short-term target is to reduce the REIT's total indebtedness to below 65% of its gross book value by executing on the portfolio realignment plan to decrease leverage and generate equity to pay down the REIT's revolving credit and operating facilities. The success of this strategy is dependent upon debt market conditions for borrowing, as well as the characteristics of the underlying assets being financed. If this strategy is unsuccessful, debt principal repayments may need to be funded by operating cash flows, additional draws under the REIT's revolving credit and operating facilities, or by issuances of equity or debt securities, and if such funding is not sufficiently available and the REIT's gross book value declines further, total indebtedness may increase further beyond 65% of the REIT's gross book value.

The amendment is intended to provide greater flexibility to the REIT, which (among other things) regularly refinances its existing indebtedness as part of its ordinary course of business, and while management pursues the portfolio realignment plan to decrease leverage. This need for this flexibility has become increasingly important, and management expects that trend to continue. For example, the REIT has recently been presented with accretive leasing opportunities that management and the board of trustees believe could be executed on in the near term, but which the REIT may not be able to pursue without the flexibility to incur additional indebtedness in connection with tenant inducement obligations.

About Slate Office REIT (TSX: SOT.UN)

Slate Office REIT is a global owner and operator of high-quality workplace real estate. The REIT owns interests in and operates a portfolio of strategic and well-located real estate assets in North America and Europe. The majority of the REIT's portfolio is comprised of government and high-quality credit tenants. The REIT acquires quality assets at a discount to replacement cost and creates value for unitholders by applying hands-on asset management strategies to grow rental revenue, extend lease term and increase occupancy.

About Slate Asset Management

Slate Asset Management is a global alternative investment platform targeting real assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners. Slate's platform has a range of real estate and infrastructure investment strategies, including opportunistic, value add, core plus and debt investments. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities.

We seek Safe Harbor.