AIP Realty Trust (the “Trust” or “AIP Realty”) (TSXV:AIP.U) announced the results of voting at its annual general and special meeting of unitholders held Friday, June 23, 2023 (the “Meeting”). A total of 53.76% of the issued and outstanding units of the Trust (the “Units”) were represented at the Meeting, and each of the resolutions put forward by the trustees of the Trust (the “Trustees”) were approved.

Each of Greg Vorwaller, Leslie Wulf, Bruce Hall, Nathan Smith, Brian Shibley, Kobi Dorenbush and Samantha Adams were elected as Trustees of the Trust to hold office until the next annual meeting of unitholders.

MNP LLP was re-appointed auditors of the Trust for the ensuing year at the remuneration to be fixed by the Trustees.

Both the unit option plan (the “Option Plan”) and newly proposed equity incentive plan (the “Incentive Plan” and, together with the Option Plan, the “Plans”) of the Trust were approved by 93.02% and 80.17% of the votes represented at the Meeting, respectively. The Plans are designed to advance the interests of the Trust by encouraging its trustees, officers, employees and consultants to acquire units of the Trust, thereby increasing their proprietary interest in the Trust, encouraging them to remain associated with the Trust and furnishing them with additional incentive in their efforts on behalf of the Trust in the conduct of its affairs.

The Incentive Plan was conditionally approved by the TSX Venture Exchange (the “TSXV”) on April 20, 2023 and is subject to final acceptance of the TSXV.

Summary of Incentive Plan

The Incentive Plan provides flexibility to the Trust to grant equity-based incentive awards in the form of restricted security units (“RSUs”), performance security units (“PSUs”) and deferred security units (“DSUs”) (collectively, the “Awards”) to attract, retain and motivate qualified trustees, officers, employees and consultants of the Trust and its subsidiaries, excluding any persons who perform investor relations activities on behalf of the Trust or any of its subsidiaries (collectively, the “Incentive Plan Participants”).

The aggregate number of Units that may be issued to Incentive Plan Participants under the Incentive Plan may not exceed 342,198, subject to adjustment as provided for in the Incentive Plan. The Incentive Plan provides for the following limits on grants, for so long as the Trust is subject to the requirements of the TSXV, unless disinterested Unitholder approval is obtained or unless permitted otherwise pursuant to the policies of the TSXV:

  • the maximum number of Units that may be issued to any one Incentive Plan Participant (and where permitted pursuant to the policies of the TSXV, any company that is wholly owned by the Incentive Plan Participant) under the Incentive Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 5% of the issued Units calculated on the date of grant;
  • the maximum number of Units that may be issued to insiders collectively under the Incentive Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 10% of the issued Units calculated on the date of grant; and
  • the maximum number of Units that may be issued to insiders collectively under the Incentive Plan, together with any other security-based compensation arrangements, may not exceed 10% of the issued Units at any time.

For so long as such limitation is required by the TSXV, the maximum number of Units that may be granted to any one consultant under the Incentive Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 2% of the issued Units calculated on the date of grant.

Each of the matters voted upon at the Meeting are described in greater detail in the Management Information Circular of the Trust dated May 17, 2023, and available at www.sedar.com.

About AIP Realty Trust

AIP Realty Trust is a real estate investment trust with a growing portfolio of light industrial flex facilities focused on small businesses and the trades and services sectors in the U.S. These properties appeal to a diverse range of small space users, such as contractors, skilled trades, suppliers, repair services, last-mile providers, small businesses and assembly and distribution firms. They typically offer attractive fundamentals including low tenant turnover, stable cash flow and low capex intensity, as well as significant growth opportunities. With an initial focus on the Dallas-Fort Worth market, AIP plans to roll out this innovative property offering nationally. AIP holds the exclusive rights to finance the development of and to purchase all the completed and leased properties built across North America by its development and property management partner, AllTrades Industrial Properties, Inc. For more information, please visit www.aiprealtytrust.com.

For further information from the Trust, contact:Leslie WulfExecutive Chairman(214) 679-5263les.wulf@aiprealtytrust.com

Or

Greg VorwallerChief Executive Officer(778) 918-8262Greg.vorwaller@aiprealtytrust.com

Cautionary Statement on Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIP Realty Trust with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the ability to obtain regulatory and unitholder approvals and other factors. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. Such statements represent the Trust’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Trust, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements. These forward-looking statements are made as of the date hereof and are expressly qualified in their entirety by this cautionary statement. The Trust does not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Trust has not registered and will not register the securities under the U.S. Securities Act. The Trust does not intend to engage in a public offering of their securities in the United States.

Source: AIP Realty Trust

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