H&R Real Estate Investment Trust : Management Information Circular Form for 2024

[GRAPHIC]

H&R REAL ESTATE INVESTMENT TRUST

NOTICE OF ANNUAL MEETING

OF UNITHOLDERS

to be held June 20, 2024

and

MANAGEMENT INFORMATION CIRCULAR

May 6, 2024

	TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF UNITHOLDERS	I
H&R REAL ESTATE INVESTMENT TRUST MANAGEMENT INFORMATION CIRCULAR	1
INTRODUCTION	1
FORWARD-LOOKING STATEMENTS	1
NON-GAAP FINANCIAL MEASURES AND RATIOS	2
GENERAL INFORMATION	3
PROXY MATTERS	4
QUESTIONS AND ANSWERS	7
PRINCIPAL HOLDERS OF UNITS AND SPECIAL VOTING UNITS	11
MATTERS TO BE ACTED UPON BY UNITHOLDERS	12
1.	Election of Trustees	12
2.	Appointment of Auditors	21
3.	Say-on-Pay Resolution	21
4. Renewal and Amendment of Unitholder Rights Plan	22
5. Incentive Unit Plan Amendments	23
LETTER TO UNITHOLDERS	25
CORPORATE GOVERNANCE	30
EXECUTIVE COMPENSATION	42
COMPENSATION OF TRUSTEES	64
AUDIT COMMITTEE CHARTER	67
GENERAL	.................................................................................................................................................................................	67
ADDITIONAL INFORMATION	68
UNITHOLDER PROPOSALS	68
APPROVAL OF THE TRUSTEES	68
SCHEDULE A THE REIT'S GOVERNANCE PRACTICES WITH REFERENCE TO THE NI 58-101F1
	GUIDELINES	A-1
SCHEDULE B H&R REAL ESTATE INVESTMENT TRUST DESCRIPTION OF LONG-TERM
	INCENTIVE PLANS	B-1
SCHEDULE C H&R REAL ESTATE INVESTMENT TRUST TRUSTEES' MANDATE	C-1
SCHEDULE D RESOLUTION APPROVING AMENDED AND RESTATED UNITHOLDER RIGHTS
	PLAN	D-1
SCHEDULE E SUMMARY OF THE UNITHOLDER RIGHTS PLAN	E-1
SCHEDULE F RESOLUTION APPROVING INCENTIVE UNIT PLAN AMENDMENTS	F-1

| H&R REIT Management Information Circular | May 6, 2024

[GRAPHIC]

H&R REAL ESTATE INVESTMENT TRUST

SUITE 500, 3625 DUFFERIN STREET, TORONTO, ONTARIO M3K 1N4

NOTICE OF ANNUAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of unitholders and special voting unitholders (collectively, the "Unitholders") of H&R Real Estate Investment Trust (the "REIT") will be held as a virtual-only meeting via live audio webcast online at www.virtualshareholdermeeting.com/HRREIT2024on June 20, 2024 at the hour of 10:30 a.m. (Toronto time) for the following purposes:

1. to receive the audited consolidated financial statements of the REIT for the financial year ended December 31, 2023 and the report of the auditors thereon (the "Financial Statements");
2. to elect trustees of the REIT for the ensuing year;
3. to appoint auditors of the REIT for the ensuing year and authorize the trustees of the REIT to fix the remuneration of the auditors of the REIT;
4. to consider and, if deemed advisable, approve the non-binding, advisory resolution to accept the approach to executive compensation disclosed herein;
5. to consider, and if thought fit, to pass an ordinary resolution approving certain amendments to and the continuation of the REIT's unitholder rights plan agreement between the trustees of the REIT and TSX Trust Company (as successor to AST Trust Company (Canada)) (the full text of such resolution is set forth in Schedule D to the attached Circular);
6. to consider and, if thought fit, to pass an ordinary resolution approving certain amendments to the REIT's
   Incentive Unit Plan in connection with future awards of deferred units to the trustees of the REIT thereunder and other housekeeping amendments (the full text of such resolution is set forth in Schedule F to the attached Circular); and
7. to act upon such other matters as may properly come before such Meeting or any adjournment thereof.

The management information circular dated May 6, 2024, (the "Circular") provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice. The trustees of the REIT have fixed May 6, 2024 as the record date for determining those Unitholders entitled to receive notice of and vote at the Meeting.

The Meeting will be held in a virtual-only format again by way of live audio webcast. This will give an opportunity for registered Unitholders and duly appointed proxyholders to attend the Meeting, ask questions and vote, regardless of their geographic location. Unitholders will need to visit www.virtualshareholdermeeting.com/HRREIT2024to participate in the Meeting, and log-in using the 16-digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 10:30 a.m. (Toronto time) on June 20, 2024. Online check-in will begin 15 minutes prior, at 10:15 a.m. (Toronto time). You should allow ample time for online check-in procedures. For any technical difficulties experienced during the check-in process or during the Meeting, please call 1-800-586-1548 (Canada and U.S.) or 303-562-9288 (international) for assistance.

The webcast Meeting allows registered Unitholders and duly appointed proxyholders to attend the Meeting live, submit questions by typing them into the "Ask a Question" text box and submit their vote while the Meeting is being held if they have not done so in advance of the Meeting. Unitholders are reminded to retain their form of proxy and/or voting instruction form, as your 16-digit control number is listed therein and provides access to the Meeting, to vote and ask questions. Guests will be able to attend the Meeting through the live webcast only, by joining the webcast at www.virtualshareholdermeeting.com/HRREIT2024as a guest. Guests will not be able to submit questions or vote.

i | H&R REIT Management Information Circular | May 6, 2024

In accordance with the REIT's sustainability policy, in connection with the Meeting, the REIT will be using the Canadian Securities Administrators' "notice-and-access" delivery model which allows the REIT to furnish the Circular, the accompanying proxy-related materials, the Financial Statements and associated management's discussion and analysis (collectively, the "Meeting Materials") to Unitholders over the Internet resulting in lower costs and a reduction in the environmental impact of the Meeting. Under notice-and-access, Unitholders will continue to receive a proxy or voting instruction form enabling them to vote at the Meeting, however instead of a paper copy of the Meeting Materials, including the Circular, Unitholders will receive a notice with information on how they may access the Meeting Materials, including the Circular, electronically. On or about May 21, 2024, the REIT intends to mail Unitholders of record as of May 6, 2024 a notice with information about the notice-and-access process and voting instructions, as well as a proxy or voting instruction form containing instructions on how to access the Meeting Materials. UNITHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR PRIOR TO VOTING. Unitholders with questions about notice-and-access can call TSX Trust Company toll free at 1-888-433-6443 or 416-682-3801 (outside of North America). The Meeting Materials can be viewed online at the following internet address: www.meetingdocuments.com/TSXT/HR.Please note that if you request a paper copy of the Circular, you will not receive a new form of proxy or voting instruction form, so you should retain these forms sent to you in order to access the webcast Meeting, vote and ask questions accordingly through the 16-digit control number assigned therein. Please note that only registered Unitholders and duly appointed proxyholders have the ability to vote at the Meeting.

Unitholders (as defined in the Circular) who are unable to attend the Meeting are encouraged to vote online at www.proxyvote.comor by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French), by entering their 16-digit control number printed on the front of their form of proxy or voting instruction form and following the instructions provided. You may also complete, sign, date and return the form of proxy or voting instruction form to Broadridge at Broadridge Investor Communications Corporation, Attention: Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9. In order to be effective, proxies and voting instruction forms must be received no later than 10:30 a.m. (Toronto time) on June 18, 2024 or, if the Meeting is adjourned, the last business day preceding the day of any adjournment thereof.

DATED at Toronto, Ontario this 6th day of May, 2024.

BY ORDER OF THE TRUSTEES OF

H&R REAL ESTATE INVESTMENT TRUST "LARRY FROOM"

LARRY FROOM Chief Financial Officer

H&R Real Estate Investment Trust

ii | H&R REIT Management Information Circular | May 6, 2024

H&R REAL ESTATE INVESTMENT TRUST

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

This management information circular dated May 6, 2024 (the "Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of the REIT for use at the annual meeting (the "Meeting") of the holders of units of the REIT ("Units") and the holders of special voting units of the REIT ("Special Voting Units" and collectively, with the holders of Units, the "Unitholders" and each, a "Unitholder") to be held on June 20, 2024 and any adjournment thereof for the purposes set forth in the accompanying notice of Meeting (the "Notice"). It is expected that the solicitation will be primarily by mail, but proxies may also be solicited by telephone, online or other personal contact by employees of the REIT. The costs of solicitation will be borne by the REIT. The information contained herein is given as at May 6, 2024, except where otherwise indicated.

FORWARD-LOOKING STATEMENTS

Certain information in this Circular contains forward-looking information within the meaning of applicable securities laws (also known as forward-looking statements) including, among others, statements relating to the objectives of H&R Real Estate Investment Trust (the "REIT"), strategies to achieve those objectives, the REIT's beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including without limitation, statements relating to the REIT's Transformational Strategic Repositioning Plan and expected asset sales, including the proceeds therefrom and the timing of closing thereof. Forward-looking statements generally can be identified by words such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "project", "budget" or "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect the REIT'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 the REIT's estimates and assumptions that are subject to risks and uncertainties, including those discussed in the REIT's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results and performance of the REIT to differ materially from the forward-looking statements contained in this Circular. Those risks and uncertainties include, among other things, risks related to: the business of the REIT (real property ownership; current economic environment; credit risk and tenant concentration; lease rollover risk; interest rates and other debt- related risks; development risks; residential rental risk; capital expenditure risk; currency risk; liquidity risk; risks associated with disease outbreaks; cyber security risk; financing credit risk; ESG and climate change risk; coownership interest in properties; general uninsured losses; joint arrangements and investment risk; dependence on key personnel and succession planning; potential acquisition, investment and disposition opportunities and joint venture arrangements; potential undisclosed liabilities associated with acquisitions; competition for real property investments; and potential conflicts of interest) and securities of the REIT (prices of REIT securities; availability of cash for distributions; credit ratings; ability to access capital markets; tax risk; additional tax risk applicable to Unitholders; dilution; Unitholder liability; the right to redeem REIT Units; investment eligibility of REIT Units; the Senior Debentures; and statutory remedies available to Unitholders).

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 the effects of increased inflation; the debt markets continuing to provide access to capital at a reasonable cost, notwithstanding rising interest rates; and assumptions concerning currency exchange and interest rates; and the assumptions made in connection with the anticipated benefits of the REIT's Transformational Strategic Repositioning Plan. The REIT cautions that this list of factors is not exhaustive. Although the forward-looking statements contained in this Circular are based upon what the REIT believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.

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Readers are also urged to examine the REIT's materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of the REIT to differ materially from the forward-looking statements contained in this Circular.

All forward-looking statements in this Circular are qualified by these cautionary statements. These forward-looking statements are made only as of May 6, 2024 and the REIT, except as required by applicable Canadian law, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

NON-GAAP FINANCIAL MEASURES AND RATIOS

The REIT's audited annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). However, the REIT's management uses certain measures and ratios, including funds from operations ("FFO"), FFO per Unit, Same-Property net operating income (cash basis), net asset value ("NAV") per Unit, debt to EBITDA and the REIT's proportionate share, which do not have a meaning recognized or standardized under IFRS or Canadian Generally Accepted Accounting Principles ("GAAP"). These non-GAAP financial measures and ratios should not be construed as an alternative to financial measures calculated in accordance with GAAP. Further, the REIT's method of calculating such measures and ratios may differ from the methods of other real estate investment trusts or other issuers, and accordingly may not be comparable. The REIT uses such measures and ratios to better assess its underlying performance and provides these additional measures so that investors may do the same. For information on the most directly comparable GAAP measures, composition of the measures, a description of how the REIT uses these measures, an explanation of how these measures provide useful information to investors and a reconciliation of the measures to the most directly comparable GAAP measures, refer to the "Non- GAAP Measures and Non-GAAP Ratios" section on page 52 of the REIT's management discussion and analysis as at and for the year ended December 31, 2023 (the "Annual MD&A"), available at www.hr-reit.comand on the REIT's profile on SEDAR+ at www.sedarplus.com, which is incorporated by reference herein.

FFO per Unit used for the REIT's Short-Term Incentive Plan

FFO per Unit is a non-GAAP ratio calculated by dividing FFO by the weighted average number of Units and exchangeable units outstanding, basic or diluted, respectively, for the corresponding period. For purposes of calculating awards under the REIT's STIP (as defined herein), FFO for the year ended December 31, 2023 as disclosed in the Annual MD&A was adjusted to exclude lease termination fees, adjustment to straight-lining of contractual rent related to lease termination fees, and proceeds on disposal of a purchase option, as these items were not included in the REIT's budget.

(in thousands of Canadian dollars except per Unit amounts)	Year ended December 31, 2023
Net income per the Financial Statements	$61,690
Realty taxes in accordance with IFRIC 21(1)	-
FFO adjustments from equity accounted investments	(89,829)
Exchangeable unit distributions	12,582
Fair value adjustments on financial instruments and real estate assets	455,549
Fair value adjustment to unit-based compensation	(5,134)
(Gain) loss on sale of real estate assets, net of related costs	7,247
Deferred income tax expense (recoveries) applicable to U.S. Holdco	(32,345)
Incremental leasing costs	2,163
The Bow and 100 Wynford non-cash rental income and accretion adjustments	(38,572)
FFO per the Annual MD&A	$373,351
Lease termination fees and straight lining of contractual rent related to lease termination fees	(4,434)
(Gain) loss on disposal of purchase option	(30,568)
FFO for STIP	$338,349
Weighted average number of Units and exchangeable units (in thousands of Units)	281,815
FFO for STIP per basic and diluted Unit	$1.21

Note:

1. IFRS Interpretations Committee Interpretation 21, Levies ("IFRIC 21") relates to the timing of the liability recognition for U.S. realty taxes.

2 | H&R REIT Management Information Circular | May 6, 2024

GENERAL INFORMATION

The Meeting will be held in a virtual-only format by way of live audio webcast. Unitholders will need to visit www.virtualshareholdermeeting.com/HRREIT2024to participate in the Meeting, and log-in using the 16-digit control number included either on your proxy form or voting instruction form, as applicable. You must retain your control number located on the proxy form and/or voting instruction form in order to access the webcast Meeting, vote and ask questions. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. Unitholders should ensure they have a strong, preferably high-speed, internet connection wherever they intend to participate in the Meeting. The Meeting will begin promptly at 10:30 a.m. (Toronto time) on June 20, 2024. Online check-in will begin starting 15 minutes prior, at 10:15 a.m. (Toronto time). Unitholders should allow ample time for online check-in procedures. For any technical difficulties experienced during the check- in process or during the Meeting, please call 1-800-586-1548 (Canada and U.S.) or 303-562-9288 (international) for assistance.

The webcast Meeting allows registered Unitholders and duly appointed proxyholders to attend the Meeting live, submit questions by typing them into the "Ask a Question" text box and submit their vote while the Meeting is being held if they have not done so in advance of the Meeting. Non-registered Unitholders will have the ability to access the Meeting through the live webcast and ask questions. Guests will be able to attend the Meeting through the live webcast only, by joining the webcast at www.virtualshareholdermeeting.com/HRREIT2024as a guest. Guests will not be able to submit questions or vote.

In accordance with the REIT's sustainability policy, the REIT is utilizing the Canadian Securities Administrators' notice-and-access delivery model for distribution of this Circular (along with the audited consolidated financial statements of the REIT for the financial year ended December 31, 2023 and the report of the auditors thereon, as well as the associated management's discussion and analysis) to registered holders of Units or Special Voting Units, as applicable, as recorded in the unitholder register for Units or Special Voting Units, as applicable ("Registered Unitholders"), and beneficial holders of Units or Special Voting Units, as applicable, that hold their Units or Special Voting Units, as applicable, through an Intermediary (as defined herein) ("Non-RegisteredUnitholders"). Notice- and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy circulars) on-line, via the SEDAR+ website at www.sedarplus.comand one other website, rather than mailing paper copies of such materials to Unitholders.

Notice-and-access directly benefits the REIT through a substantial reduction in both postage and printing costs and also promotes environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

It is anticipated that copies of proxy-related materials will be distributed to Registered Unitholders and Non- Registered Unitholders on or about May 21, 2024 pursuant to the notice-and-access regime. It is anticipated that a notice with information about the notice-and-access process and voting instructions as well as a proxy or voting instruction form (collectively, the "meeting materials") will be distributed to Unitholders on or about May 21, 2024.

Registered Unitholders and Non-Registered Unitholders with questions about notice-and-access can call the REIT's transfer agent, TSX Trust Company, toll free at 1-888-433-6443 or 416-682-3801 (outside of North America).

Registered Unitholders and Non-Registered Unitholders may obtain paper copies of this Circular by postal delivery at no cost to them. Requests may be made up to one year from the date the Circular was filed on www.sedarplus.comby contacting TSX Trust Company toll free at 1-888-433-6443 or 416-682-3801 (outside of North America) or via e-mail to [e-mail]. In order to receive the Circular in sufficient time to allow for review and return of the proxy by no later than 10:30 a.m. (Toronto time) on June 18, 2024, a request for paper copies should be sent so that it is received by TSX Trust Company no later than the end of business on June 4, 2024. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

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PROXY MATTERS

Appointment and Revocation of Proxies

If you are a Registered Unitholder, a form of proxy is enclosed with the meeting materials and, if it is not your intention to attend and vote at the Meeting, you are asked to complete and return the form of proxy in the envelope provided. The proxy must be executed by the Registered Unitholder or the attorney of such Registered Unitholder, duly authorized in writing. Proxies may be voted online at www.proxyvote.comor by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French) by entering the 16-digit control number printed on the front of the proxy and following the instructions provided. Proxies may also be deposited with Broadridge Investor Communications Corporation ("Broadridge") by mail to Broadridge Attention: Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9. In order to be effective, proxies must be received no later than 10:30 a.m. (Toronto time) on June 18, 2024 or, if the Meeting is adjourned, the last business day preceding the day of any adjournment thereof. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

The persons named in the enclosed form of proxy are trustees ("Trustees") or officers of the REIT. A

Registered Unitholder may appoint a proxyholder (who is not required to be a Unitholder), other than any person designated in the form of proxy, to attend and act on such Registered Unitholder's behalf at the Meeting, either by inserting such other desired proxyholder's name in the blank space provided on a form of proxy and deleting the names printed thereon or by substituting another proper form of proxy. Registered Unitholders are encouraged to appoint themselves or such other person (other than the named proxyholders) online atwww.proxyvote.comas this will reduce the risk of any mail disruptions and will allow the Registered Unitholder to easily share the appointee information they have created with the person they have appointed to represent them at the Meeting. If a Registered Unitholder does not designate the appointee information when completing their form of proxy or does not provide the exact appointee identification number and appointee name to the person who has been appointed to access and vote at the Meeting on such Registered Unitholder's behalf, their appointee will not be able to access the Meeting and vote on such Registered Unitholder's behalf.

Registered Unitholders MUST provide their appointee with the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER that is entered by a Registered Unitholder. IF A REGISTERED UNITHOLDER DOES NOT CREATE

AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, THEIR APPOINTEE WILL NOT BE ABLE TO ACCESS THE MEETING.

A Registered Unitholder who has given a proxy pursuant to this solicitation may revoke it as to any matter on which a vote has not already been cast by voting again on the internet or by phone or by any other means permitted by law. Registered Unitholders who are unable to revoke their proxy on the internet or by phone, may revoke their instructions by an instrument in writing executed by the Registered Unitholder or by the attorney of such Registered Unitholder authorized in writing or, if Units or Special Voting Units are held by a corporation, under the corporation's corporate seal or by an officer or attorney of the corporation duly authorized. The written instrument must be submitted by email to the Manager - Corporate Development of the REIT at [e-mail] the last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used.

Non-Registered Unitholders

In many cases, Units or Special Voting Units beneficially owned by a Non-Registered Unitholder are registered either:

1. in the name of an intermediary (an "Intermediary") that the Non-Registered Unitholder deals with in respect of the Units or Special Voting Units, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans ("RRSPs"), registered retirement income funds ("RRIFs"), registered education savings plans, registered disability savings plans, tax free savings accounts and similar plans; or
2. in the name of a clearing agency (such as CDS) of which the Intermediary is a participant.

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In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, the REIT has distributed copies of the meeting materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Unitholders.

Intermediaries are required to forward meeting materials to Non-Registered Unitholders unless a Non- Registered Unitholder has waived the right to receive them. Typically, Intermediaries will use a service company (such as Broadridge) to forward the meeting materials to Non-Registered Unitholders. The REIT is a "Participating Issuer" under Broadridge's Electronic Delivery Procedures. Non-Registered Unitholders who have enrolled in Broadridge's Electronic Delivery Procedures (at www.investordelivery.com) will have received from Broadridge an email notification that the meeting materials are available electronically, which notification includes a hyperlink to the page on the Internet where the meeting materials can be viewed. Generally, Non-Registered Unitholders who have not waived the right to receive meeting materials will be given a voting instruction form which must be completed and signed by the Non-Registered Unitholder in accordance with the directions on the voting instruction form; voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the Internet at www.proxyvote.com, by entering the 16-digit control number printed on the front of the voting instruction form and following the instructions provided.

The purpose of these procedures is to permit Non-Registered Unitholders to direct the voting of the Units they beneficially own. Should a Non-Registered Unitholder who receives a voting instruction form wish to attend and vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Unitholder), the Non- Registered Unitholder should follow the corresponding instructions on the voting instruction form. Non-RegisteredUnitholders should carefully follow the instructions of their Intermediaries and their service companies. If a Non-Registered Unitholder wishes to appoint a proxyholder (who is not required to be a Unitholder) to attend and act on such Non-Registered Unitholder's behalf at the Meeting, such Non-Registered Unitholder must create an eight- character Appointee Identification Number and provide their appointee with the EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER and the EXACT NAME used for the appointment. Appointees can only be validated at the Meeting using the EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER and EXACT NAME that is entered by a Non-Registered Unitholder. IF A NON-REGISTEREDUNITHOLDER

DOES NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, THEIR APPOINTEE WILL NOT BE ABLE TO ACCESS THE MEETING.

A Non-Registered Unitholder who wants to revoke their voting instructions must contact their Intermediary in respect of such instructions and comply with any applicable requirements imposed by such Intermediary. An Intermediary may not be able to revoke such instructions if it receives insufficient notice of revocation.

The REIT will pay for an Intermediary to deliver proxy materials to objecting beneficial owners. The meeting materials sent to non-objecting beneficial owners ("NOBOs") and objecting beneficial owners who have not waived the right to receive the meeting materials will be accompanied by a voting instruction form. By returning the voting instruction form in accordance with the instructions noted thereon, a NOBO is able to instruct the voting of the Units owned by it. Voting instruction forms should be completed and returned in accordance with the specific instructions noted thereon. The purpose of this procedure is to permit Non-Registered Unitholders to direct the voting of the Units which they beneficially own.

The REIT may use Broadridge's QuickVote™ service to assist Non-Registered Unitholders with voting.

Voting of Units and Special Voting Units

Units and Special Voting Units represented by proxies will be voted or withheld from voting in accordance with the instructions of the Unitholder and, if the Unitholder specifies a choice with respect to any matter to be acted upon at the Meeting, such Units and Special Voting Units represented by properly executed proxies will be voted accordingly. Registered Unitholders may vote online at the Meeting by following the instructions provided when accessing the Meeting.

If no specification is made to withhold the said Units and/or Special Voting Units from voting, the management representatives designated in the form of proxy (or voting instruction form) will vote the Units and/or Special Voting Units in accordance with the following recommendations of the board of Trustees (the "Board"):

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FORthe election of the persons to be nominated by management as Trustees (see "Matters to be Acted Upon by Unitholders - Election of Trustees");

FORthe appointment of auditors and the authorization of the Trustees to fix the remuneration of the auditors (see "Matters to be Acted Upon by Unitholders - Appointment of Auditors");

FORthe non-binding, advisory resolution on the REIT's approach to executive compensation (see "Matters to be Acted Upon by Unitholders - Say-on-Pay Resolution");

FORthe resolution to approve the amendments to, and the continuation of, the unitholder rights plan agreement between the Trustees and TSX Trust Company (see "Matters to be Acted Upon by Unitholders - Unitholder Rights Plan"); and

FORthe resolution to approve the amendments to the REIT's Incentive Unit Plan (see "Matters to be Acted Upon by Unitholders - Incentive Unit Plan Amendments").

Broadridge will serve as independent scrutineer at the Meeting and will tabulate all votes at the Meeting.

Exercise of Discretion by Proxy

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice and with respect to such other matters as may properly come before the Meeting or any adjournment thereof. At the date of this Circular, management of the REIT is not aware of any amendments or other matters to come before the Meeting other than the matters referred to in the Notice. With respect to amendments to matters identified in the Notice or other matters that may come before the Meeting, Units and Special Voting Units will be voted by the persons so designated in their discretion.

Voting at the Meeting and Quorum

On May 6, 2024, 261,879,724 Units and 13,013,698 Special Voting Units were issued and outstanding. Each Unit and each Special Voting Unit entitles its holder to one vote at the Meeting. Unitholders of record at the close of business on May 6, 2024, the record date established for determining Unitholders entitled to receive notice of and vote at the Meeting (the "Record Date"), will be entitled to vote at the Meeting, or any adjournment thereof.

Unless otherwise required by law or the declaration of trust of the REIT (the "Declaration of Trust"), every matter coming before the Meeting or any adjournment thereof shall be decided by the majority of the votes duly cast on the matter. The quorum at the Meeting or any adjournment thereof shall consist of at least two individuals present at the Meeting, each of whom is a holder of Units or Special Voting Units or a proxyholder representing such holder of Units or Special Voting Units, and who hold or represent by proxy not less than 25% of the combined total number of outstanding Units and Special Voting Units as at the Record Date for the Meeting.

Advance Notice Provisions

The Declaration of Trust contains provisions requiring advance notice be given to the REIT of Unitholder proposals relating to the nomination of Trustees (the "Advance Notice Provisions"). The Advance Notice Provisions require a nominating Unitholder to provide notice to the Trustees of proposed Trustee nominations not less than 30 days prior to the date of the applicable annual meeting. This advance notice period is intended to give the REIT and Unitholders sufficient time to consider any proposed nominees. A copy of the Declaration of Trust may be viewed under the REIT's profile on SEDAR+ at www.sedarplus.comor on the REIT's website at https://www.hr-reit.com/.

6 | H&R REIT Management Information Circular | May 6, 2024