BTB Real Estate Investment Trust T.BTB.DB.H

Questions for BTB REIT Management and Board of Trustees

[b919191]

On July 12 2024, I wrote to the Board of Trustees ('Board') of BTB REIT ('BTB') to remind them that the questions below remained unanswered ('Questions'), and to ask them to give me a timeline of when answers could be forthcoming.

On July 19 2024, I wrote to each of the analysts covering BTB REIT's stock to request that they kindly ask some of the Questions during BTB's Q2-2024 earnings conference call scheduled for August 6th, 2024.

None of the Questions were then asked by any of the analysts and no answer to any of the Questions has been provided as of today, August 14, 2024.

I am posting below the Questions in the hopes that some luckier BTB unitholder can obtain answers.



The Questions (Note that the days having elapsed are based on July 12th, 2024, Letter 1 refers to my letter to the Board's attention dated April 26, 2024, Letter 2 refers to my letter to the Board's attention dated May 21, 2024 and the Email refers to my email to the attention of Philippine Soulie, BTB’s head of investor relations, with Jocelyn Proteau, BTB's Chairman copied, dated May 17, 2024.

Letter 1: (the questions in this section were received by BTB about seventy-five (75) days ago)

1. Do you claim that there in no way whatsoever for a BTB unitholder to submit a proposal for a vote of unitholders at its AGMs?

2. If my objective was to ‘enforce a personal grievance against’ Leonard, why did I only include my questions regarding Stephanie Leonard’s employment by BTB in the private portion of my letter to Ducharme then, and NOT in the widely disseminated open letter that accompanied it?

3. As far as I know, as of today, BTB does not have a single active institutional investor: Why not try to change that?

4. If BTB refuses to acknowledge that it mistakenly took peers with market capitalizations as high as 20 times its own, while claiming that it didn’t take any peer that was more than 3 times its own on that metric, is it legitimate for serious current/potential investors to wonder what other disclosures may be incorrect in that MIC or in other filings with regulators?

5. How can the proposition to possibly increase Leonard’s total pay be compatible with the allegation that this is meant to hurt Leonard? Leonard is trying to minimize as much as possible his total compensation?

6. Why would my proposal asking for a ‘Say-on-Pay’ annual vote be unacceptable? Why does BTB not need a ‘Say-on-Pay’ annual vote? How does BTB’s trustees benefit by remaining in the dark on the views of their unitholders’ on executive compensation?

7. Why does the GHR then include REITs with ‘Say-on-Pay’ annual votes as peers for compensation benchmarking?

8. Can Mr. Proteau prove that his participation on more than one board had no impact on CO2 Solutions going bankrupt? If not, is it fair for BTB unitholders to seek undistracted stewardship of their capital?

Email (this question was received by BTB about fifty-five (55) days ago)

9. Can you explain what happened and why [Fernand Perreault] is not presenting himself up for re- election?

Letter 2 (the questions below were received by BTB about fifty (50) days ago)

10. How many relatives / partners (‘Related Parties’) of BTB trustees are currently employed by BTB? What are the names of the Related Parties and what are their relationships to Board members?

11. Who reviews the compensation of Related Parties to ensure they are market based? How can BTB unitholders review details of Related Parties’ compensation to monitor its scale and progression?

13. Why did Mr. Fernand Perreault’s imminent departure not warrant a press release?

14.Why were tables in the MIC24 including Mr. Fernand Perreault’s name not footnoted to inform readers that he was not presenting himself up for re-election at the June 20th, 2024 annual general meeting of BTB unitholders?

15. In his annual letter published in the MIC24, why did Proteau ignore Mr. Fernand Perreault’s years of service to BTB by omitting to mention his upcoming departure?

16.Why does the Board not disclose the ‘group of specified REITs’ – despite stating that they are specified? Which REITs are part of this ‘group of specified REITs’? (In reference to the Performance Restricted Unit plan).

17. Was the ‘group of specified REITs’ used in 2023 the same as the one used in 2022? If not why and what were the different components? (In reference to the Performance Restricted Unit plan).

18. What relative total return vs. the ‘group of specified REITs’ would have warranted a 100% payout in 2022 and 2023? Put another way, what outperformance vs that ‘group of specified REITs’ would deserve a 100% payout in the Board’s view? Surely BTB total return equal to the performance of the ‘group of specified REITs’ would not result in a 100% payout? (In reference to the Performance Restricted Unit plan).

19. If the ‘group of specified REITs’ is a better proxy of peers’ market performance, why has the Board not been using it as an index in its annual ‘Summary of Total Performance’ table (e.g. on page 40 of MIC24)? Why does the Board choose to show the S&P/TSX Capped REIT Index Total Return instead? (In reference to the Performance Restricted Unit plan).

20.Why does the Board no longer use a group of peers to assess the compensation paid to its members? If it still does use one, why are the group’s constituents not shown like they were in MIC22 and MIC23, or on page 33 of MIC24 for executive compensation purposes? (Note that based on MIC22, MIC23 and MIC24, BTB spent money to hire NB and Hexarem to help it on that topic.) If it still uses one, is it the same as the one used for executive compensation purposes, or is it different as in the past?

21. If past policies to set trustee compensation were flawed, why has the HRGC not launched a review of those compensation levels? And why has the Board chosen not to notify BTB unitholders of that fact?

22. If NB and/or Hex proceed with a ‘proportional adjustment’ to account for the size of the peers used, why did the HRGC not consider peers that are smaller than BTB (for reference, not a single peer shown on page 33 of MIC24 is smaller than BTB, on a market capitalization basis)?

23. Did NB also identify the names of the peers to be used for both trustee and executive compensation benchmarking purposes once it was hired on October 22? (The wording of the relevant passage of page 33 could be construed as saying that NB only advised the HRGC of (i) how many peers to use and (ii) what criteria to use to select the said peers).

24. Did NB conclude that the comparator group eventually selected by the HRGC was appropriate (both for trustee and executive compensation purposes)? (The wording of the sentence “The comparator group was subsequently reviewed by another compensation consultant, Hexarem, in October 2023 who also concluded that it was appropriate.” could lead a reader to believe that NB ‘concluded’ that the set of peers selected by the HRGC was appropriate).

25.How were the peers listed on pages 28 and 33 of MIC22 selected? (MIC22 was published before October 2022, in other words before NB was hired to review the peers.) Why were the peers listed on page 28 of MIC22 incorrectly advertised since they were preceded by the note “The peer group was made up of 11 Canadian real estate investment trusts whose market capitalization was to a

maximum of three times higher and a minimum of one-third of that of BTB”? How could this serious mistake be due to negligence from NB and/or Hex when it appeared before any were hired in October 2022?

26. Why does the Board refuse to acknowledge past misrepresentations, even when they are deemed material enough to deserve corrections? Why does the Board believe that ‘correcting’ past misrepresentations without a single warning or explanatory footnote is conducive to confidence in its functioning?

27.Why are the performance multipliers used by the Board to pay this award different than the ones achieved as shown by the Board itself in MIC24? (In reference to the performance multiplier used for Leonard’s Base Restricted Unit handout).

28. Why does the Board believe that ANPU is a worthwhile metric to assess Leonard’s performance? Why was it never used in the past, at least not since 2016? (In reference to the performance multiplier used for Leonard’s Base Restricted Unit handout).

29. What was the target ANPU Leonard needed to achieve in 2023? When was that target set, and how does it compare to past ANPUs delivered by BTB? (In reference to the performance multiplier used for Leonard’s Base Restricted Unit handout).

30.If the Board rounds up achievements (e.g. 79% to 85%) for payout purposes, why was such rounding up not done for fiscal year 2022, where 80.5% was taken with its decimal? (In reference to the performance multiplier used for Leonard’s Base Restricted Unit handout).

31. Why not round up 79% to 80% (or 100%) or down to 75%, why did the Board decide to round 79% up to the unusual 85%? (In reference to the performance multiplier used for Leonard’s Base Restricted Unit handout).

32. Does Proteau consider at all the voice of BTB unitholders who voted AGAINST the members of the Board at past BTB annual general meetings of unitholders, or are those unitholders not worth listening to?

33.How low does BTB unitholder votes ‘FOR’ members of the Board need to drop before Proteau acknowledges in his annual letter that there is BTB unitholder discontent? 60%, 40%, 20%...?

34.Can Proteau provide examples of the ‘continued trust and tireless support’ mentioned in the paragraph reproduced above (e.g. a letter from a BTB unitholder applauding the Board for its executive compensation practices)?

35. Does Proteau see BTB’s stock price performance vs. the S&P/TSX Capped REIT Index over 2023 or any long term horizon as indicative of unitholder trust and support?

36. At what level of underperformance vs. that index, would the Board consider that it is losing trust and support? (For reference, over 2023, BTB’s stock underperformed this index by ca. 15%, and over the past 10 years, it has underperformed that index by an annual 3.9%, the chart below demonstrates what that means for BTB unitholders’ investment – investing in the index over 10 years would have meant now cumulatively outperforming BTB by more than 45%!).

[Martincat]

Thank you for your efforts in trying to obtain answers to many of these irregularities.  Who is responsible in the Quebec Securities Commission to monitor reits operating in the province of Quebec and investigate when needed to? It seems that regulators are asleep at the switch or do not care to protect retail investors not only Quebec, but everywhere in Canada. JMHO!

[b919191]

Well, I have no idea how seriously they are taking this, but for your information, I have indeed written to the AMF (Autorite des Marches Financiers du Quebec - provincial regulator here) to share all of these odd developments. I don't know what the AMF will decide to do and when they will do it. Considering the continued decline in shareholder support exhibited in the trustee election