SmartCentres REIT Extends Arrangements with Penguin Group, Provides Update on Ongoing Discussions by Both Parties

TORONTO, Jan. 02, 2026 (GLOBE NEWSWIRE) -- The Board of Trustees of SmartCentres Real Estate Investment Trust (“SmartCentres”, the “Trust” or the “REIT”) (TSX: SRU.UN) today provided an update regarding certain five year arrangements between the Trust and Mitchell Goldhar, Executive Chairman and CEO of SmartCentres and owner of Penguin Group of Companies (“Penguin”) that were scheduled to expire on December 31, 2025.

Discussions are ongoing between the Independent Committee of the Board of Trustees (the “Board”) and Mr. Goldhar and Penguin regarding a new five-year employment agreement for Mr. Goldhar, as well as in respect of a number of other existing agreements, and the parties have agreed to extend the existing Executive Employment Agreement for Mr. Goldhar and those other agreements until February 28, 2026.  Those other existing agreements include Development Services Agreement supplements, Penguin Services Agreement and the Non-Competition Agreement.

Summaries of these arrangements can be found in the REIT’s most recent Annual Information Form available under the REIT’s profile on SEDAR+ (www.sedarplus.ca). Details of the terms of these arrangements when last renegotiated and implemented can be found in the REIT’s Management Information Circular dated November 6, 2020 filed on SEDAR+ in connection with the REIT’s annual and special unitholders meeting held on December 9, 2020, at which meeting, among other things, the Voting Top-Up Right granted to Mr. Goldhar and related amendments to the REIT’s Declaration of Trust were approved by unitholders.

While also under discussion, the extension of the Voting Top-Up Right under the REIT’s Declaration of Trust would require disinterested Unitholder approval, which has not been sought or obtained to date, and thus this right has expired.

Operational Continuity Maintained
The extension of the existing agreements ensures seamless continuity of operations and ongoing development activities. All current business activities, including development projects and strategic partnerships, remain on track under the terms of the existing arrangements until February 28, 2026.

Independent Committee Oversight
The Independent Committee of the Board, composed entirely of independent trustees, is overseeing the discussions on behalf of the REIT with Penguin and Mr. Goldhar.

About SmartCentres
SmartCentres is one of Canada’s largest fully integrated REITs, with a best-in-class and growing mixed-use portfolio featuring 197 strategically located properties in communities across the country. SmartCentres has approximately $12.1 billion in assets and owns 35.6 million square feet of income producing value-oriented retail and first-class office properties with 98.6% in place and committed occupancy, on 3,500 acres of owned land across Canada.

For more information, please visit www.smartcentres.com.

For further information, please contact:
Peter Slan
Chief Financial Officer
(905) 326-6400 ext. 7571
pslan@smartcentres.com

Media inquiries (on behalf of the Independent Committee)
Peter Block
FGS Longview
peter.block@fgslongview.com

Cautionary Statements Regarding Forward-Looking Statements

Certain statements in this Press Release are "forward-looking statements" that reflect management, the Board and the Independent Committee's expectations regarding the Trust's future arrangements, growth, operations, performance and business prospects and opportunities. More specifically, certain statements including, but not limited to, statements related to ongoing discussions with Mr. Goldhar and Penguin, the potential outcomes, terms and timing of these discussions or any existing or new arrangements resulting therefrom, the timing and business of any potential meeting of unitholders, the expected maintenance of operational continuity and the focus of the Board and Independent Committee and statements that contain words such as "could", "should", "can", "anticipate", "expect", “ensures”, "believe", "will", "may" and similar expressions and statements relating to matters that are not historical facts, constitute "forward-looking statements".

Forward-looking statements are based on assumptions, estimates, expectations and opinions, which are considered reasonable and represent best judgment based on available facts, as of the date such statements are made. If such assumptions, estimates, expectations and opinions prove to be incorrect, actual and future results may be materially different than expressed or implied in the forward-looking statements. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: continued performance of the parties in the ordinary course in accordance with the terms of the existing arrangements, as extended; expectations regarding ongoing constructive discussions between the Trust and Mr. Goldhar and Penguin; and the likelihood of a mutually acceptable outcome on or before the agreed February 28, 2026 extension date.

Such forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including that the discussions between the parties could be unsuccessful; that the existing agreements could be terminated in accordance with their terms and that Mr. Goldhar does not remain with the Trust; that the terms of any amended, extended, supplemented or replaced definitive agreements could be on terms and conditions less favourable to the Trust than current arrangements; that the parties may not complete discussions or that definitive agreements may not be reached on or before the agreed extension date, or at all, or that one or more further extensions may be required; and the potential effects and outcomes, including on the Trust’s unit price and trading liquidity, arising from the discussions between the parties. The foregoing list of risks, uncertainties, contingencies and other factors is not exhaustive. Readers should consult the more complete discussion of the Trust’s business, financial condition and prospects under the heading “Risks and Uncertainties” and elsewhere in SmartCentres’ most recent Management’s Discussion and Analysis, as well as under the heading “Risk Factors” in SmartCentres’ most recent annual information form. Although the forward-looking statements contained in this Press Release are based on what management believes to be reasonable assumptions, SmartCentres cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. These forward-looking statements are made as at the date of this Press Release and SmartCentres assumes no obligation to update or revise them to reflect new events or circumstances unless otherwise required by applicable securities legislation.