TCN Tricon Residential Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Tricon Residential Inc.

(Name of the Issuer)

Tricon Residential Inc.

Creedence Acquisition ULC

BCORE Preferred Holdco LLC

Blackstone Real Estate Partners X L.P.

Blackstone Real Estate Income Trust, Inc.

BREIT Operating Partnership L.P.

Creedence Intermediate Holdings Inc.

Blackstone Real Estate Associates X L.P.

(Names of Persons Filing Statement)

Common Shares, no par value

(Title of Class of Securities)

89612W102

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Tricon Residential Inc., a corporation existing under the laws of the Province of Ontario and the issuer of the common shares, no par value (the “Shares”) that is subject to the Rule 13e-3 transaction (“Tricon” or the “Corporation”); (ii) Creedence Acquisition ULC, an unlimited liability company organized under the laws of the Province of British Columbia (“Creedence” or the “Purchaser”), an entity formed to effect the acquisition of the Corporation by Blackstone Real Estate Partners X L.P. (“BREP X”) and Blackstone Real Estate Income Trust, Inc. (“BREIT”, and collectively with BREP X and their respective affiliates, including the Purchaser, “Blackstone”); (iii) BCORE Preferred Holdco LLC, a Delaware limited liability company (“BREIT Shareholder”); (iv) BREP X, a Delaware limited partnership; (v) BREIT, a Maryland corporation; (vi) BREIT Operating Partnership L.P., a Delaware limited partnership; (vii) Creedence Intermediate Holdings Inc., a corporation organized under the laws of the Province of British Columbia; and (viii) Blackstone Real Estate Associates X L.P., a Delaware limited partnership.

On January 18, 2024, the Corporation and the Purchaser entered into an Arrangement Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Arrangement Agreement”), which provides for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Shares of the Corporation through a Plan of Arrangement (the “Plan of Arrangement”) pursuant to Section 182 of the Business Corporations Act (Ontario) (“OBCA”), pursuant to which the Corporation would become a direct wholly owned subsidiary of the Purchaser (the “Arrangement”). A copy of the Plan of Arrangement is included as Appendix “B” to the Management Information Circular, which is attached as Exhibit (a)(2)(i) hereto (the “Circular”). A special meeting of the Corporation’s shareholders (the “Shareholders”) has been called for March 28, 2024 (the “Meeting”) to consider and, if thought advisable, pass a special resolution approving the Arrangement in the form attached as Appendix “A” to the Circular (the “Arrangement Resolution”). Capitalized terms used but not expressly defined in this Schedule 13E-3 are given the respective meanings given to them in the Circular.

The Circular is being provided to the Shareholders pursuant to applicable Canadian law. In order to become effective, the Arrangement must be approved by (i) at least two thirds (66²⁄₃%) of the votes cast on the Arrangement Resolution by the Shareholders present or represented by proxy at the Meeting, voting as a single class and (ii) a simple majority (more than 50%) of the votes cast by the Shareholders present or represented by proxy at the Meeting, excluding for the purposes of (ii), the votes attached to the Excluded Shares required to be excluded under MI 61-101.

Under the terms of the Plan of Arrangement, each outstanding Share, other than (i) Shares owned by BREIT Shareholder and (ii) Shares with respect to which a Shareholder has duly and validly exercised Dissent Rights, shall, without any further action by or on behalf of a holder of such Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser, and be entitled to receive US$11.25 in cash for each Share held, subject to applicable withholdings.

The Arrangement remains subject to the satisfaction or waiver of the conditions set forth in the Arrangement Agreement, including the approval and adoption of the Arrangement Resolution by the Shareholders, the grant of the Final Order by the Ontario Superior Court of Justice (Commercial List) approving the Arrangement and the Required Regulatory Approvals.

The cross-references below are being supplied pursuant to General Instruction F to Schedule 13E-3 and show the location in the Circular of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Circular, including all appendices thereto, is incorporated herein by reference, in its entirety and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Circular and the appendices thereto.

A special committee of the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) consisting entirely of independent directors (the “Special Committee”), conducted, with the assistance of its independent financial and legal advisors, a review of the Corporation’s operations and

financing needs and alternatives available to the Corporation and obtained an independent formal valuation of the Shares. Following this process, and after careful consideration, the Board (other than Frank Cohen, being the director on the Board appointed by Blackstone, who recused himself from the deliberations regarding the transactions contemplated hereby), acting on the unanimous recommendation of the Special Committee and after receiving legal and financial advice, (i) determined it would be in the best interests of the Corporation to enter into the Arrangement Agreement and that the Arrangement and the transactions contemplated thereby are fair to the Shareholders (other than Blackstone), (ii) resolved to unanimously recommend that the Shareholders vote in favour of the Arrangement Resolution, and (iii) authorized the entering into the Arrangement Agreement and the performance by Corporation of its obligations under the Arrangement Agreement.

All information concerning the Corporation contained in, or incorporated by reference into this Schedule 13E-3 and the Circular was supplied by the Corporation. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Circular was supplied by such Filing Person. No Filing Person, including the Corporation, is responsible for the accuracy or completeness of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement”

“Questions and Answers About the Shareholder Meeting and the Arrangement”

Item 2. Subject Company Information

(a) Name and Address.

The name of the subject company is Tricon Residential Inc. The address and telephone number of the subject company’s principal executive office are as follows:

7 St. Thomas Street, Suite 801

Toronto, ON

Canada, M5S 2B7

+1 416-925-7228

The information set forth in the Circular under the caption “Information Concerning Tricon – General” is incorporated herein by reference.

(b) Securities.

The subject class of equity securities is common shares, no par value, of the Corporation. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Information Concerning the Shareholder Meeting and Voting – Voting Common Shares”

“The Arrangement”

“The Arrangement – Company Shareholder Approvals of the Arrangement”

“Information Concerning Tricon – Description of Share Capital”

(c) Trading Market and Price. The information set forth in the Circular under the following captions in incorporated herein by reference:

“Special Factors – Certain Effects of the Arrangement”

“Information Concerning Tricon – Trading in Shares”

“Arrangement Agreement – Agreement to Take Certain Actions”

“Certain Legal Matters – Securities Law Matters – Stock Exchange Delisting and Reporting Issuer Status”

“Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Taxable Canadian Property”

(d) Dividends. The information set forth in the Circular under the caption “Information Concerning Tricon – Dividend Policy” is incorporated herein by reference.

(e) Prior Public Offerings. The information set forth in the Circular under the caption “Information Concerning Tricon – Previous Distributions” is incorporated herein by reference.

(f) Prior Stock Purchases. The information set forth in the Circular under the caption “Information Concerning Tricon – Previous Purchases and Sales” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a) – (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons.

The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement – Parties to the Arrangement”

“Information Concerning the Purchaser and Blackstone”

“Information Concerning Tricon – General”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement – Ownership of Securities”

“Exhibit “B” – Directors, Executive Officers and Control Persons of the Blackstone Filing Parties”

“Exhibit “C” – Directors and Executive Officers of the Company”

Item 4. Terms of the Transaction

(a)(1) Material Terms. Tender Offers.

Not applicable.

(a)(2) Material Terms. Mergers or Similar Transactions. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Purpose of the Shareholder Meeting”

“Summary of Arrangement – Summary of the Arrangement”

“Summary of Arrangement – Recommendation of the Special Committee”

“Summary of Arrangement – Recommendation of the Unconflicted Company Board”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Summary of Arrangement – Required Company Shareholder Approvals”

“Summary of Arrangement – MI 61-101 Requirements”

“Summary of Arrangement – Procedural Safeguards for Company Shareholders”

“Summary of Arrangement – Certain Canadian Federal Income Tax Considerations”

“Summary of Arrangement – Certain U.S. Federal Income Tax Considerations”

“Special Factors – Background to the Arrangement”

“Special Factors – Tricon’s Purposes and Reasons for the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Scotia Capital Formal Valuation and Fairness Opinion”

“Special Factors – Morgan Stanley Fairness Opinion”

“Special Factors – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Special Factors – Certain Effects of the Arrangement”

“Information Concerning the Shareholder Meeting and Voting – Voting Common Shares”

“The Arrangement – Overview”

“The Arrangement – Company Shareholder Approvals of the Arrangement”

“The Arrangement – Implementation of the Arrangement”

“The Arrangement – Payment of Consideration”

“The Arrangement – Accounting Treatment of the Arrangement”

“Arrangement Agreement – Agreement to Take Certain Actions”

“Risk Factors – Risks Related to the Arrangement – Rights of Former Company Shareholders after the Arrangement”

“Risk Factors – Risks Related to the Arrangement – The Resulting Tax Payable by Most Company Shareholders”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement – Ownership of Securities”

“Certain Canadian Federal Income Tax Considerations”

“Certain U.S. Federal Income Tax Considerations”

(c) Different Terms. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Summary of Arrangement – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Summary of Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“Special Factors – Certain Effects of the Arrangement – Benefits and Detriments of the Arrangement for Directors and Executive Officers of the Company”

“Information Concerning the Purchaser and Blackstone”

“Risk Factors – Risks Related to the Arrangement – Interests of Certain Persons in the Arrangement”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

(d) Appraisal Rights. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Implementation of the Arrangement”

“Summary of Arrangement – Dissent Rights”

“The Arrangement – Implementation of the Arrangement”

“Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders of Common Shares”

“Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”

“Certain U.S. Federal Income Tax Considerations – Consequences to Dissenting U.S. Company Shareholders”

“Dissenting Shareholders’ Rights”

“Appendix “E”: Interim Order”

“Appendix “G”: Section 185 of the Business Corporations Act (Ontario)”

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Circular under the following captions is incorporated herein by reference:

“The Arrangement – Arrangements between Tricon and Security Holders”

“Provisions for Unaffiliated Security Holders”

(f) Eligibility for Listing or Trading.

Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a)(1)-(2) Transactions. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Special Factors – Background to the Arrangement”

“Information Concerning Tricon – Previous Purchases and Sales”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

(b) – (c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Special Factors – Background to the Arrangement”

“Summary of Arrangement – Support Agreement”

“The Arrangement – Support Agreement”

“The Arrangement – Intentions of Directors and Executive Officers”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement – Employment Arrangements”

“Appendix “B”: Plan of Arrangement Under Section 182 of the Business Corporations Act (Ontario)”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Circular Statement under the following captions is incorporated herein by reference:

“Special Factors – Background to the Arrangement”

“Summary of Arrangement – Support Agreement”

“Summary of Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“The Arrangement – Support Agreement”

“The Arrangement – Intentions of Directors and Executive Officers”

“Information Concerning the Purchaser and Blackstone – Agreements Involving the Company Securities”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“Appendix “B”: Plan of Arrangement Under Section 182 of the Business Corporations Act (Ontario)”

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Special Factors – Certain Effects of the Arrangement – Benefits and Detriments of the Arrangement for the Blackstone Filing Parties”

“The Arrangement – Implementation of the Arrangement”

“Certain Legal Matters – Implementation of the Arrangement and Timing”

(c)(1) – (8) Plans. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement – Stock Exchange Delisting and Reporting Issuer Status”

“Special Factors – Certain Effects of the Arrangement”

“The Arrangement – Arrangements between Tricon and Security Holders”

“Arrangement Agreement – Agreement to Take Certain Actions”

“Arrangement Agreement – Employee Matters”

“Information Concerning Tricon – Material Changes in the Affairs of the Company”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“Certain Legal Matters – Securities Law Matters – Stock Exchange Delisting and Reporting Issuer Status”

“Risk Factors – Risks Related to the Arrangement – Interests of Certain Persons in the Arrangement”

“Appendix “B”: Plan of Arrangement Under Section 182 of the Business Corporations Act (Ontario)”

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Special Factors – Background to the Arrangement”

“Special Factors – Tricon’s Purposes and Reasons for the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

(b) Alternatives. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Reasons for the Recommendation”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

(c) Reasons. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Recommendation of the Special Committee”

“Summary of Arrangement – Recommendation of the Unconflicted Company Board”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Summary of Arrangement – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Special Factors – Background to the Arrangement”

“Special Factors – Tricon’s Purposes and Reasons for the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

(d) Effects. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Summary of the Arrangement”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Blackstone Filing Parties’ Purposes and Reasons for the Arrangement”

“Summary of Arrangement – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Summary of Arrangement – Implementation of the Arrangement”

“Summary of Arrangement – Certain Canadian Federal Income Tax Considerations”

“Summary of Arrangement – Certain U.S. Federal Income Tax Considerations”

“Summary of Arrangement – Stock Exchange Delisting and Reporting Issuer Status”

“Summary of Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“Special Factors – Certain Effects of the Arrangement”

“The Arrangement – Implementation of the Arrangement”

“The Arrangement – Payment of Consideration”

“Arrangement Agreement – Agreement to Take Certain Actions”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“Certain Legal Matters – Securities Law Matters – Stock Exchange Delisting and Reporting Issuer Status”

“Risk Factors – Risks Related to the Arrangement – Rights of Former Company Shareholders after the Arrangement”

“Risk Factors – Risks Related to the Arrangement – The Resulting Tax Payable by Most Company Shareholders”

“Certain Canadian Federal Income Tax Considerations”

“Certain U.S. Federal Income Tax Considerations”

“Appendix “B”: Plan of Arrangement under Section 182 of the Business Corporations Act (Ontario)”

Item 8. Fairness of the Transaction

(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Recommendation of the Special Committee”

“Summary of Arrangement – Recommendation of the Unconflicted Company Board”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Special Factors – Background to the Arrangement”

“Special Factors – Tricon’s Purposes and Reasons for the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Scotia Capital Formal Valuation and Fairness Opinion”

“Special Factors – Morgan Stanley Fairness Opinion”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Appendix “C”: Formal Valuation and Fairness Opinion of Scotia Capital Inc.”

“Appendix “D”: Fairness Opinion of Morgan Stanley & Co. LLC”

(c) Approval of Security Holders. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Purpose of the Shareholder Meeting”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Summary of Arrangement – Required Company Shareholder Approvals”

“Summary of Arrangement – MI 61-101 Requirements”

“Summary of Arrangement – Procedural Safeguards for Company Shareholders”

“Summary of Arrangement – Dissent Rights”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“The Arrangement – Company Shareholder Approvals of the Arrangement”

“Certain Legal Matters – Securities Law Matters – Application of MI 61-101”

“Certain Legal Matters – Securities Law Matters – Minority Approval”

(d) Unaffiliated Representative. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Special Factors – Background to the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement –Recommendation and Reasons of the Special Committee”

“The Arrangement – Arrangements between Tricon and Security Holders”

“Provisions for Unaffiliated Security Holders”

(e) Approval of Directors. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement – Recommendation of the Special Committee”

“Summary of Arrangement – Recommendation of the Unconflicted Company Board”

“Summary of Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Tricon’s Purposes and Reasons for the Arrangement”

“Risk Factors – Risks Related to the Arrangement – Interests of Certain Persons in the Arrangement”

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a) – (c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Questions and Answers About the Shareholder Meeting and the Arrangement”

“Summary of Arrangement – Recommendation of the Special Committee”

“Summary of Arrangement – Recommendation of the Unconflicted Company Board”

“Summary of Arrangement – Reasons for the Recommendation”

“Summary of Arrangement – Formal Valuation and Fairness Opinions”

“Special Factors – Background to the Arrangement”

“Special Factors – Scotia Capital Formal Valuation and Fairness Opinion”

“Special Factors – Morgan Stanley Fairness Opinion”

“Information Concerning Tricon – Additional Information”

“Certain Legal Matters – Securities Law Matters – Formal Valuation”

“Consent of Scotia Capital Inc.”

“Consent of Morgan Stanley & Co. LLC”

“Appendix “C”: Formal Valuation and Fairness Opinion of Scotia Capital Inc.”

“Appendix “D”: Fairness Opinion of Morgan Stanley & Co. LLC”

Item 10. Source and Amount of Funds or Other Consideration

(a), (b) Source of Funds; Conditions. The information set forth in the Circular under the caption “The Arrangement – Expenses of the Arrangement” is incorporated herein by reference.

(c) Expenses. The information set forth in the Circular under the following captions is incorporated herein by reference:

“The Arrangement – Expenses of the Arrangement”

“Arrangement Agreement – Financing Cooperation”

(d) Borrowed Funds. The information set forth in the Circular under the caption “The Arrangement – Financing of the Arrangement” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Information Concerning the Shareholder Meeting and Voting – Principal Company Shareholders”

“The Arrangement – Company Shareholder Approvals of the Arrangement”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement – Ownership of Securities”

(b) Securities Transactions. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Information Concerning Tricon – Previous Purchases and Sales”

“Information Concerning Tricon – Previous Distributions”

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement – Support Agreement”

“The Arrangement – Support Agreement”

“The Arrangement – Intentions of Directors and Executive Officers”

(e) Recommendation of Others. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Summary of Arrangement – Recommendation of the Special Committee”

“Summary of Arrangement – Recommendation of the Unconflicted Company Board”

“Summary of Arrangement – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

“Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”

“Special Factors – Position of Blackstone Filing Parties as to the Fairness of the Arrangement”

Item 13. Financial Statements

(a) Financial Information. The audited financial statements of the Corporation for the fiscal years ended December 31, 2022 and 2021 are incorporated herein by reference to the Corporation’s Amendment No. 1 to Form 40-F for the fiscal year ended December 31, 2022, filed on March 2, 2023 (see Exhibit 99.3 thereto). The interim financial statements of the Corporation are incorporated herein by reference to Exhibit 99.1 to the Corporation’s report on Form 6-K furnished on November 7, 2023.

The information set forth in the Circular under the following captions is incorporated herein by reference:

“Information Concerning Tricon – Selected Historical Financial Information”

“Information Concerning Tricon – Net Book Value”

“Information Concerning Tricon – Additional Information”

(b) Pro Forma Information. Not applicable.

(c) Summary Information. The information set forth in the Circular under the caption “Information Concerning Tricon– Selected Historical Financial Information” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or Recommendations. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Information Concerning the Shareholder Meeting and Voting – Solicitation of Proxies”

“The Arrangement – Expenses of the Arrangement”

(b) Employees and Corporate Assets. The information set forth in the Circular under the following captions is incorporated herein by reference:

“Information Concerning the Meeting and Voting – Solicitation of Proxies”

“The Arrangement – Expenses of the Arrangement”

“Certain Legal Matters – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”

Item 15. Additional Information

(b) Golden Parachute Compensation. Not applicable.

(c) Other Material Information. The entirety of the Circular, including all appendices thereto, is incorporated herein by reference.

Item 16. Exhibits

The following exhibits are filed herewith:

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2024

Exhibit (a)(2)(i)

These materials are important and require your immediate attention. They require shareholders of Tricon Residential Inc. to make important decisions. If you are in doubt about how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you are a shareholder of Tricon Residential Inc. and have any questions regarding the information contained in this management information circular or require assistance in completing your form of proxy, please contact our proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, at 1-877-452-7184 (toll-free within North America) or by calling 1-416-304-0211 (outside of North America) or by email at assistance@laurelhill.com. Questions on how to complete the letter of transmittal should be directed to Tricon Residential Inc.’s transfer agent, TSX Trust Company, at 1-866-600-5869 (toll-free within North America) or at 416-342-1091 (outside of North America) or by email at txstis@tmx.com.

Company Shareholders in the United States should read the section “Notice to Company Shareholders in the United States” on page (iv) of the accompanying management information circular.

ARRANGEMENT INVOLVING

TRICON RESIDENTIAL INC.

AND

CREEDENCE ACQUISITION ULC

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time)

virtually via live audio webcast at https://web.lumiconnect.com/#/411155572

Password: tricon2024 (case sensitive) and Meeting ID: 411-155-572

AND

MANAGEMENT INFORMATION CIRCULAR

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE ARRANGEMENT OR PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. IN ADDITION, NEITHER THE TORONTO STOCK EXCHANGE NOR ANY CANADIAN SECURITIES REGULATORY AUTHORITY HAS IN ANY WAY PASSED UPON THE MERITS OF THE TRANSACTION DESCRIBED IN THIS CIRCULAR, AND ANY REPRESENTATION OTHERWISE IS AN OFFENCE.

February 15, 2024

LETTER TO COMPANY SHAREHOLDERS

February 15, 2024

Dear Company Shareholders:

You are invited to attend a special meeting of holders of common shares (the “Company Shareholders”) of Tricon Residential Inc. (“Tricon” or the “Company”) to be held virtually on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time) (the “Shareholder Meeting”). The purpose of the Shareholder Meeting is to allow Company Shareholders to consider the proposed acquisition by Creedence Acquisition ULC (the “Purchaser”), an entity formed to effect the acquisition of the Company by Blackstone Real Estate Partners X L.P. (“BREP X”) and Blackstone Real Estate Income Trust, Inc. (“BREIT”, and collectively with BREP X and their respective affiliates, including the Purchaser, “Blackstone”), of all of the common shares of Tricon (each, a “Common Share”) not currently owned by Blackstone pursuant to which each Company Shareholder (other than Blackstone and any dissenting Company Shareholders) will be entitled to receive US$11.25 in cash per Common Share (the “Consideration”) by way of a Court-approved statutory plan of arrangement (the “Arrangement”) pursuant to the provisions of the Business Corporations Act (Ontario).

A special committee of the Board of Directors of the Company (the “Company Board”) consisting entirely of independent directors (the “Special Committee”) conducted, with the assistance of its independent financial and legal advisors, a review of the Company’s operations and financing needs and alternatives available to the Company and obtained an independent valuation of the Common Shares. Following this process, and after careful consideration, the Special Committee unanimously recommended that the Unconflicted Company Board (as defined below) determine that the Arrangement is in the best interests of the Company and fair to the Company Shareholders (excluding Blackstone) and that the Company Board approve the Arrangement and recommend that the Company Shareholders vote FOR the Arrangement Resolution (as defined below).

The Company Board, with Frank Cohen (being the director on the Company Board appointed by Blackstone) having recused himself (the “Unconflicted Company Board”), after receiving the unanimous recommendation of the Special Committee and in consultation with its independent financial and legal advisors, determined that the Arrangement is in the best interests of the Company and fair to the Company Shareholders (excluding Blackstone) and unanimously recommends that the Company Shareholders vote FOR the Arrangement Resolution.

In reaching its recommendation, the Special Committee took into consideration, among other things, the following:

- ii -

The negotiations leading to the execution and announcement of the Arrangement Agreement were supervised by the Special Committee, which was comprised solely of independent directors and advised by experienced and qualified independent financial and legal advisors. The Arrangement is subject to the following approvals from Company Shareholders and the Ontario Superior Court of Justice (Commercial List) (the “Court”), which provides additional protection to the Company Shareholders (excluding Blackstone):

The 28,123,624 Common Shares beneficially owned or controlled, directly or indirectly, by BREIT, along with the 4,266,422 Common Shares and the 2,113,977 Common Shares beneficially owned or controlled, directly or indirectly, by David Berman and Gary Berman, respectively, collectively representing approximately 11.70% of the Common Shares as of the Record Date, will be excluded for the purposes of the “minority approval” required under MI 61-101. Frank Cohen (the director on the Company Board appointed by Blackstone) does not own any Common Shares and accordingly need not be excluded for the purposes of the “minority approval” required under MI 61-101.

In connection with the proposed Arrangement, all directors and executive officers of the Company have advised the Company that they intend to vote or cause to be voted all Common Shares beneficially held by them, if any, in favour of the Arrangement Resolution.

The Arrangement is currently expected to be completed in the second quarter of this year based on the assumption that all required Company Shareholder, Court and regulatory approvals are obtained and all other conditions to the Arrangement are satisfied or waived prior to such date.

The Shareholder Meeting will be held on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time) in virtual format via live audio webcast at https://web.lumiconnect.com/#/411155572, Password: tricon2024 (case sensitive) and Meeting ID: 411-155-572. As the Company aims to maximize Company Shareholder participation, the Shareholder Meeting will be in a virtual-only format, which will be conducted via live audio webcast. All Company Shareholders, regardless of geographic location, will have an equal opportunity to participate at the Shareholder Meeting. Company Shareholders will not be able to attend the Shareholder Meeting in person. Registered Company Shareholders and duly appointed proxyholders will be able to attend, participate or vote at the Shareholder Meeting online. Guests and non-registered Company Shareholders (being shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) must duly appoint themselves as proxyholder in order to be able to vote or ask questions at the Shareholder Meeting. The online Shareholder Meeting will ensure that Company Shareholders who attend the Shareholder Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

- iii -

Please arrange for your proxy to be received by the Company’s transfer agent, TSX Trust Company (“TSX Trust”), at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, by no later than 10:00 a.m. (Toronto time) on Tuesday, March 26, 2024 (or, if the Shareholder Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Shareholder Meeting). Late proxies may be accepted or rejected by the Chair of the Shareholder Meeting at his or her discretion, subject to the terms of the Arrangement Agreement, and the Chair of the Shareholder Meeting is under no obligation to accept or reject any particular late proxy.

Company Shareholders should review the accompanying notice of special meeting of Company Shareholders and the Circular, which describes, among other things, the background to the Arrangement as well as the reasons for the determinations and recommendations of the Special Committee and the Company Board. The Circular contains a detailed description of the Arrangement and includes additional information to assist you in considering how to vote at the Shareholder Meeting. You are urged to read this information carefully and, if you require assistance, you are urged to consult your financial, legal, tax or other professional advisors.

Your vote is important regardless of the number of Common Shares you own. If you are unable to attend the Shareholder Meeting, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, so that your Common Shares can be voted at the Shareholder Meeting in accordance with your instructions. If you are a registered Company Shareholder, we also encourage you to complete, sign, date and return the enclosed letter of transmittal, which will help the Company arrange for the prompt payment for your Common Shares if the Arrangement is completed.

If you have any questions about the information contained in this Circular or require assistance in completing your form of proxy please contact our proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, at 1-877-452-7184 (toll-free in North America), or by calling 1-416-304-0211 (outside of North America) or by email at assistance@laurelhill.com. Questions on how to complete the letter of transmittal should be directed to the Company’s transfer agent, TSX Trust, at 1-866-600-5869 (toll-free within North America) or at 416-342-1091 (outside of North America) or by email at txstis@tmx.com.

On behalf of the Company Board, we would like to take this opportunity to thank you for the support you have shown as Company Shareholders.

- iv -

Voting is Easy. Vote Well in Advance of the Proxy Deadline of March 26, 2024 at

10:00 a.m. (Toronto time)

Questions or Require Voting Assistance?

Contact our proxy solicitation agent:

North America Toll Free: 1-877-452-7184

Outside North America: 1-416-304-0211

Email: assistance@laurelhill.com

- v -

TRICON RESIDENTIAL INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Toronto, Ontario, Canada, February 15, 2024

NOTICE IS HEREBY GIVEN that, in accordance with an interim order of the Ontario Superior Court of Justice (Commercial List) dated February 15, 2024 (the “Interim Order”), a special meeting (the “Shareholder Meeting”) of the holders (the “Company Shareholders”) of common shares (the “Common Shares”) of Tricon Residential Inc. (“Tricon” or the “Company”) will be held on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time) in virtual format for the following purposes:

The Circular provides additional information relating to the matters to be addressed at the Shareholder Meeting, including the Arrangement. Company Shareholders are encouraged to read the Circular carefully when evaluating the matters to be considered at the Shareholder Meeting.

Shareholder Meeting

The Shareholder Meeting will be held on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time) in virtual format via live audio webcast at https://web.lumiconnect.com/#/411155572, Password: tricon2024 (case sensitive) and Meeting ID: 411-155-572. As the Company aims to maximize Company Shareholder participation, the Shareholder Meeting will be in a virtual-only format, which will be conducted via live audio webcast. All Company Shareholders, regardless of geographic location, will have an equal opportunity to participate at the Shareholder Meeting. Company Shareholders will not be able to attend the Shareholder Meeting in person. Registered Company Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Shareholder Meeting online. Guests and non-registered Company Shareholders (being shareholders who hold their common shares through an Intermediary (as defined below)) must duly appoint themselves as proxyholder in order to be able to vote or ask questions at the Shareholder Meeting. The online Shareholder Meeting will ensure that Company Shareholders who attend the Shareholder Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

You can participate online using your smartphone, tablet or computer. Confirm that the browser for whichever device you are using is compatible by visiting https://web.lumiconnect.com/#/411155572 in advance of the Shareholder Meeting. You will need the latest version of Chrome, Safari, Edge or Firefox (please do not use Internet Explorer). Internal networks, firewalls, as well as VPNs (virtual private networks) may block the audio webcast or access to the virtual platform for the Shareholder Meeting. If you experience issues, make sure your VPN is deactivated or that you are not using a computer connected to an enterprise network.

Company Shareholders are encouraged to submit their vote in advance by completing a form of proxy (in the case of registered Company Shareholders) or voting instruction form (in the case of non-registered Company Shareholders), or where advanced voting is not possible, to do so at the virtual Shareholder Meeting. Detailed voting instructions can be found in the section of the Circular entitled “Information Concerning the Shareholder Meeting and Voting – How to Vote”.

Appointment of Proxyholders

Company Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form, including non-registered (beneficial) Company Shareholders who wish to appoint themselves as proxyholder, must carefully follow the instructions in the accompanying Circular and on their form of proxy or voting instruction form. Detailed instructions for appointing proxyholders can be found in the section of the Circular entitled “Information Concerning the Shareholder Meeting and Voting – How to Vote”.

Record Date

The Board of Directors of the Company (the “Company Board”) has set the close of business on Tuesday, February 13, 2024 as the record date (the “Record Date”) for determining the Company Shareholders who are entitled to receive notice of, and to vote their Common Shares at the Shareholder Meeting. Only persons who are shown on the register of Company Shareholders at the close of business on the Record Date, or their duly appointed proxyholders, will be entitled to attend the Shareholder Meeting and vote on the Arrangement Resolution.

As of the Record Date, there were 294,859,359 Common Shares issued and outstanding. Each Common Share entitles its holder to one (1) vote with respect to the matters to be voted on at the Shareholder Meeting.

Shareholder Approval

In order to become effective, the Arrangement must be approved by (i) at least two-thirds (66 2/3%) of the votes cast by Company Shareholders present or represented by proxy at the Shareholder Meeting, voting as a single class, and (ii) as the proposed transaction constitutes a “business combination” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a simple majority (more than 50%) of the votes cast by Company Shareholders present or represented by proxy at the Shareholder Meeting, excluding, for the purposes of (ii), the votes attached to the Common Shares held by Blackstone, David Berman, Gary Berman and any other Company Shareholders required to be excluded under MI 61-101 (collectively, the “Excluded Shares”). The 28,123,624 Common Shares beneficially owned or controlled, directly or indirectly, by BREIT, along with the 4,266,422 Common Shares and the 2,113,977 Common Shares beneficially owned or controlled, directly or indirectly, by David Berman and Gary Berman, respectively, representing an aggregate of approximately 11.70% of the Common Shares as of the Record Date, will be Excluded Shares for purposes of such “minority approval” required under MI 61-101. Frank Cohen (the director on the Company Board appointed by Blackstone) does not own any Common Shares and accordingly need not be excluded for the purposes of the “minority approval” required under MI 61-101.

Letter of Transmittal

Accompanying this notice of meeting is the Circular, a proxy form and a letter of transmittal (for registered Company Shareholders) (the “Letter of Transmittal”). The accompanying Circular provides information relating to the matters to be addressed at the Shareholder Meeting and is incorporated into this notice of meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Shareholder Meeting will be held at a time and place to be specified either by the Company before the Shareholder Meeting or at the Chair’s discretion at the Shareholder Meeting.

For a registered Company Shareholder (other than BREIT Shareholder and any dissenting Company Shareholders) to receive US$11.25 in cash per Common Share (the “Consideration”) to which they may be entitled pursuant to the Arrangement, they must complete, sign and return the Letter of Transmittal together with their Share Certificate(s) and/or Direct Registration System advice(s), as applicable, and any other required documents and instruments to the depositary named in the Letter of Transmittal, in accordance with the procedures set out therein.

- ii -

Voting

Whether or not you are able to attend the Shareholder Meeting, the Company Board and management of the Company urge you to participate in the Shareholder Meeting and vote your Common Shares. If you are a registered Company Shareholder and cannot attend the Shareholder Meeting to vote your Common Shares, please vote in one of the following ways:

The chair of the Shareholder Meeting reserves the right to accept late proxies and to extend or waive the proxy cut off at their discretion, with or without notice, subject to the terms of the Arrangement Agreement.

If you are a beneficial (non-registered) Company Shareholder, please refer to the section in the Circular entitled “Information Concerning the Shareholder Meeting and Voting – Non-Registered Company Shareholders” for information on how to vote your Common Shares. Beneficial (non-registered) Company Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or another intermediary (an “Intermediary”), should carefully follow the instructions of their Intermediary to ensure that their Common Shares are voted at the Shareholder Meeting in accordance with such Company Shareholders’ instructions and, as applicable, to arrange for their Intermediary to complete the necessary transmittal documents and to ensure that they receive payment of the Consideration for their Common Shares if the Arrangement is completed.

Dissent Rights

Pursuant to the Interim Order, registered Company Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares (less the amount of their entitlement to a pro rata portion of the return of capital distribution described in the accompanying Circular, if any) by the Purchaser in accordance with the provisions of Section 185 of the OBCA (the “Dissent Rights”), as modified by the Interim Order and/or the plan of arrangement pertaining to the Arrangement (the “Plan of Arrangement”). A registered Company Shareholder wishing to exercise Dissent Rights with respect to the Arrangement Resolution must provide a written notice of dissent (a “Dissent Notice”) to the Company, which the Company must receive, c/o David Veneziano, Executive Vice President and Chief Legal Officer, at 7 St. Thomas Street, Suite 801, Toronto, Ontario, M5S 2B7, Canada, with copies to each of:

by no later than 5:00 p.m. (Toronto time) on March 26, 2024 (or, if the Shareholder Meeting is adjourned or postponed, by no later than 5:00 p.m. on the second (2nd) business day, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Shareholder Meeting), and must otherwise strictly comply with the dissent procedures described in the accompanying Circular, the Interim Order, the Plan of Arrangement and Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A Company Shareholder’s Dissent Notice sent with respect to the Arrangement shall be deemed to be and shall be automatically revoked if such Company Shareholder has voted (some or all of their Common Shares) FOR the Arrangement Resolution, whether online, virtually at the Shareholder Meeting or by proxy.

- iii -

Anyone who is a beneficial owner of Common Shares registered in the name of an Intermediary and who wishes to exercise Dissent Rights should be aware that only registered Company Shareholders are entitled to exercise Dissent Rights. A non-registered Company Shareholder who wishes to exercise Dissent Rights must make arrangements for the registered Company Shareholder of such Common Shares to exercise Dissent Rights on behalf of such Company Shareholder. A registered Company Shareholder who intends to exercise Dissent Rights must do so with respect to all of the Common Shares registered in the Company Shareholder’s name that either: (i) they hold on their own behalf; or (ii) they hold on behalf of any one beneficial Company Shareholder, and must deliver a Dissent Notice to the Company in the manner and within the time described above. There is no right to a partial Dissent Right.

It is recommended that you seek independent legal advice if you wish to exercise Dissent Rights. The Dissent Rights are more particularly described in the accompanying Circular, and copies of the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA are set forth in Appendix “B”, Appendix “E” and Appendix “G”, respectively, of the Circular. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and/or the Plan of Arrangement, may result in the loss of the Dissent Rights.

- iv -

TRICON RESIDENTIAL INC.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (this “Circular”) is provided in relation to the solicitation of proxies by the management of Tricon Residential Inc. (“we”, “us”, “our”, “Tricon” and the “Company”) for use at the special meeting of Company Shareholders (the “Shareholder Meeting”) of the Company to be held on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time) virtually via live audio webcast at https://web.lumiconnect.com/#/411155572 and at any adjournment or postponement thereof. Unless otherwise indicated, the information provided in this Circular is provided as of the Record Date of Tuesday, February 13, 2024.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in the “Glossary of Terms”. In this Circular, unless there is something in the subject matter or context inconsistent therewith, words importing the singular number only (including defined terms) include the plural. Capitalized words and terms used in the Schedules attached to this Circular are defined separately therein.

CURRENCY AND EXCHANGE RATES

Unless otherwise indicated, references to “$” or “US$” refer to the lawful currency of the United States of America and references to “C$” refer to the lawful currency of Canada. On February 13, 2024, the daily average exchange rate as reported by the Bank of Canada was: C$1.00 = US$0.7377 and US$1.00 = C$1.3556.

CAUTIONARY STATEMENTS

We have not authorized any person to give any information or make any representation regarding the Arrangement or any other matters to be considered at the Shareholder Meeting other than those contained in this Circular. If any such information or representation is given or made to you, you should not rely on it as being authorized or accurate.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. The delivery of this Circular will not, under any circumstances, create any implication or be treated as a representation that there has been no change in the information set out herein since the date of this Circular.

Management is soliciting your proxy. The Company has retained Laurel Hill Advisory Group (“Laurel Hill”) as its proxy solicitation agent and shareholder communications advisor for assistance in connection with the solicitation of proxies for the Shareholder Meeting, and will pay Laurel Hill fees of C$175,000 for such services in addition to certain out-of-pocket expenses. Management requests that you sign and return the proxy form or voting instruction form so that your votes are exercised at the Shareholder Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, facsimile transmission or other electronic means of communication or in-person by the directors, officers and employees of Tricon. The Company will bear the cost of such solicitation and will reimburse Intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Company Shareholders. The Purchaser and its affiliates may also participate in the solicitation of proxies.

Company Shareholders should not construe the contents of this Circular as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors.

The information contained in this Circular concerning the Purchaser and its affiliates, including such information under the heading “Special Factors – Background to the Arrangement”, has been provided by the Purchaser and its affiliates for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser or its affiliates are untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser or its affiliates to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

All summaries of and references to the Arrangement Agreement, the Plan of Arrangement, and Support Agreement in this Circular are qualified in their entirety by the complete text of such documents and Company Shareholders should refer to the full text for complete details of such documents. The Plan of Arrangement is attached as Appendix “B” to this Circular, and copies of the Arrangement Agreement and Support Agreement are available under Tricon’s profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. You are urged to read the full text of the Arrangement Agreement and the Plan of Arrangement carefully.

NO CANADIAN SECURITIES REGULATORY AUTHORITY NOR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

FORWARD-LOOKING INFORMATION

This Circular contains “forward-looking information” within the meaning of applicable Canadian Securities Laws, and Tricon intends that such forward-looking statements be subject to the safe harbours created thereby. Forward-looking statements are statements other than historical information or statements of current condition. Words such as may, expect, believe, plan, anticipate, intend, could, estimate, continue, or similar expressions or the negative of such expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events and circumstances are considered forward-looking statements. They are not guarantees of future performance and these statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. More particularly and without restriction, this Circular contains forward-looking statements and information regarding: the Company Forecasts; the anticipated benefits of the Arrangement for the Company and Company Shareholders; the Company Shareholder Approvals, Court approval and Required Regulatory Approvals and other conditions required to complete the Arrangement; the anticipated timing of the completion of the Arrangement; future distributions by the Company and Company Subsidiaries; the de-listing of the Common Shares from the TSX and the NYSE, and the Company ceasing to be a reporting issuer in Canada; the consequences to Company Shareholders if the Arrangement is not completed; the anticipated expenses of the Arrangement; the Canadian and U.S. income tax consequences of the Arrangement and expected tax treatment of the Return of Capital Distribution, if any, and Common Share Acquisition Price; and such other statements regarding the Company’s expectations, intentions, plans and beliefs.

Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the failure of the parties to obtain the necessary Company Shareholder Approvals, Court approval and Required Regulatory Approvals or to otherwise satisfy the conditions to the completion of the Arrangement or that the Arrangement Agreement will be amended or terminated; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner or at all; the response of business partners, tenants and competitors to the announcement and pendency of the Arrangement; significant transaction costs or unknown liabilities; potential litigation relating to the Arrangement Agreement, including the effects of any outcomes related thereto; failure to realize the expected benefits of the Arrangement; the Arrangement Agreement restricting the Company from taking specified actions, without the consent of the Purchaser, until the Arrangement is completed; a material adverse change or other circumstance that could give rise to the termination of the Arrangement Agreement; material adverse changes in the business or affairs of the Company; competitive factors in the industries in which the Company operates; either party’s failure to consummate the Arrangement when required or on the terms as originally negotiated; interest rates, inflation rates, foreign exchange rates, prevailing economic conditions; and other risks and uncertainties identified under “Risk Factors” and “Information Concerning Tricon”. Failure to obtain the necessary Company Shareholder Approvals, Court approval and Required Regulatory Approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, pursuant to the terms of the Arrangement Agreement, the Company may, in certain circumstances, be required to pay the Company Termination Fee to the Purchaser, the result of which could have an adverse effect on its financial position.

- ii -

This list is not exhaustive of the factors that may affect any of the forward-looking statements of Tricon. The risks and uncertainties that could affect forward-looking statements are described further under the heading “Risk Factors”. Additional risks are further discussed in Tricon’s annual information form and annual report (Form 40-F) for the year ended December 31, 2022, the management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2022, as well as the management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2023, each of which has been filed under Tricon’s profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Although Management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that could cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable Securities Laws.

NON-IFRS MEASURES

In this Circular, the Company uses certain non-IFRS financial measures, non-IFRS ratios and certain real estate industry supplementary financial measures to measure, compare and explain the operating results and financial performance of the Company. These measures are commonly used by entities in the real estate industry as useful metrics for measuring performance. The Company utilizes these measures in managing its business, including performance measurement and capital allocation. In addition, certain of these measures are used in measuring compliance with the Company’s debt covenants. Management believes that providing these performance measures on a supplemental basis is helpful to Company Shareholders in assessing the overall performance of the Company’s business. However, these measures are not recognized under and do not have any standardized meaning prescribed by IFRS as issued by the IASB, and are not necessarily comparable to similar measures presented by other publicly-traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. Because non-IFRS financial measures, non-IFRS ratios and supplementary financial measures do not have standardized meanings prescribed under IFRS, applicable Securities Laws require that such measures be clearly defined, identified, and reconciled to their nearest IFRS measure. The definition, calculation and reconciliation of the non-IFRS financial measures and the requisite disclosure for non-IFRS ratios used in this document are provided in the sections titled “Non-IFRS Measures”, “Forward Looking Statements and Market”, “Industry Data” and “Appendix A - Reconciliations” in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2023, which has been filed under Tricon’s profiles on SEDAR+ at www.sedarplus.ca on November 7, 2023 and on EDGAR at www.sec.gov on November 7, 2023, and is hereby incorporated by reference in this Circular, as well as in “Exhibit “A”-Reconciliation of Certain Non-IFRS Measures”.

The non-IFRS financial measures, non-IFRS ratios and supplementary financial measures presented herein should not be construed as alternatives to net income (loss) or cash flow from the Company’s activities, determined in accordance with IFRS, as indicators of the Company’s financial performance. The Company’s method of calculating these measures may differ from other issuers’ methods and, accordingly, these measures may not be comparable to similar measures presented by other publicly-traded entities.

- iii -

The non-IFRS financial measures, non-IFRS ratios and real estate industry supplementary financial measures presented herein should not be considered in isolation or in lieu of the Company’s operating and other financial information that is publicly available. These measures should be read together with the Company’s published financial statements, the most recent of which are the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2023, each of which has been filed under Tricon’s profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

NOTICE TO COMPANY SHAREHOLDERS IN THE UNITED STATES

The transactions contemplated herein constitute a “going private” transaction under Rule 13e-3 promulgated under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). In connection with these transactions, the Company, the Purchaser and certain related parties have filed with the U.S. Securities and Exchange Commission (the “SEC”) a transaction statement (the “Schedule 13E-3”) pursuant to Section 13(e) of the U.S. Exchange Act and Rule 13e-3 thereunder, which incorporates, by reference therein, this Circular. Copies of the Schedule 13E-3 are, and any other documents filed by the Company in connection with the Arrangement will be, available under Tricon’s profile on EDGAR at www.sec.gov.

Company Shareholders are advised to read this Circular and the Schedule 13E-3 in their entirety, including the exhibits or appendices hereto or thereto, as applicable, because they contain important information.

Tricon is a corporation existing under the laws of Ontario and is a “foreign private issuer” within the meaning of the rules promulgated under the U.S. Exchange Act. Section 14(a) of the U.S. Exchange Act and related proxy rules are not applicable to the Company nor to this solicitation and, therefore, this solicitation is not being effected in accordance with such laws. The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with (i) Canadian corporate laws and Canadian Securities Laws, which differ from disclosure requirements in the United States, and (ii) the requirements of Rule 13e-3 promulgated under the U.S. Exchange Act.

The unaudited condensed interim consolidated financial statements and audited consolidated annual financial statements of Tricon and other financial information included or incorporated by reference in this Circular have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and thus may differ from the U.S. generally accepted accounting principles. Company Shareholders that are U.S. taxpayers are advised to consult their independent tax advisors regarding the United States federal, state, local and foreign tax consequences to them by participating in the Arrangement.

The enforcement by investors of civil liabilities under United States federal and state securities laws may be affected adversely by the fact that Tricon is organized under the laws of a jurisdiction other than the United States, that some (or all) of its respective officers and directors are residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of Tricon and such directors, officers and experts may be located outside the United States. As a result, it may be difficult or impossible for Company Shareholders resident in the United States to effect service of process within the United States upon Tricon and its respective officers and directors or the experts named herein, or to realize against them on judgments of courts of the United States. In addition, Company Shareholders resident in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the U.S. Securities Laws or any state within the United States, including “blue sky laws” of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the U.S. Securities Laws, including “blue sky laws” of any state within the United States.

- iv -

Goodmans Draft: February 12, 2024

TABLE OF CONTENTS

- ii -

- iii -

- iv -

- v -

- vi -

QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING AND THE ARRANGEMENT

Your vote is important. The following are key questions that you as a Company Shareholder may have regarding the Arrangement to be considered at the Shareholder Meeting. You are urged to carefully read the remainder of this Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Terms” on page 159 of this Circular.

- 16 -

If you are a beneficial Company Shareholder, you will receive the aggregate payments to which you are entitled in U.S. dollars unless you contact your Intermediary through which you hold your Common Shares and request that the Intermediary make an election to receive such payments in Canadian dollars on your behalf.

The exchange rate that will be used to convert payments from U.S. dollars into Canadian dollars will be the rate established by the Depositary, on the date the funds are converted, which rate will be based on the prevailing market rate on the date the funds are converted. The risk of any fluctuations in such rates, including risks relating to the particular date and time at which funds are converted, will be solely borne by the electing Company Shareholders and neither the Company, the Purchaser nor the Depositary are responsible for any such matter. See “The Arrangement – Payment of Consideration – Currency of Payment”.

- 17 -

- 18 -

- 19 -

In the event necessary to address material comments from any securities regulatory authority, including from the SEC, on this Circular or the Schedule 13E-3, the Parties have agreed pursuant to the Arrangement Agreement that the Company may adjourn or postpone the Shareholder Meeting.

- 20 -

Additionally, the Company may utilize the Broadridge QuickVote^TM system, which involves NOBOs being contacted by Laurel Hill, which is soliciting proxies on behalf of Management, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the NOBO’s Intermediary). While representatives of Laurel Hill are soliciting proxies on behalf of Management, Company Shareholders are not required to vote in the manner recommended by the Unconflicted Company Board. The QuickVote^TM system is intended to assist Company Shareholders in placing their votes, however, there is no obligation for any Company Shareholders to vote using the QuickVote^TM system, and Company Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Company Shareholder will be recorded and such Company Shareholder will receive a letter from Broadridge (on behalf of the Company Shareholder’s Intermediary) as confirmation that their voting instructions have been accepted.

- 21 -

Subject to the discussion below under “Certain Canadian Federal Income Tax Considerations”, a Resident Holder who sells Common Shares to the Purchaser pursuant to the Arrangement and receives the Common Share Acquisition Price will realize a capital gain (or a capital loss) on such sale to the extent that such Company Shareholder’s proceeds of disposition, net of any reasonable cost of disposition, exceed (or are less than) the aggregate adjusted cost base to such Company Shareholder of their Common Shares at that time (as reduced by the Return of Capital Distribution). A Non-Resident Holder will not be subject to tax in Canada in respect of any capital gain realized on the sale of Common Shares to the Purchaser pursuant to the Arrangement provided the Common Shares do not constitute “taxable Canadian property” to the Non-Resident Holder.

The foregoing description is only a brief summary of certain Canadian federal income tax consequences of the Arrangement and is qualified in its entirety by the detailed discussion below under “Certain Canadian Federal Income Tax Considerations” which contains a summary of certain Canadian federal income tax considerations of the Arrangement generally applicable to a Resident Holder (including a Dissenting Resident Holder) or a Non-Resident Holder (including a Dissenting Non-Resident Holder). Neither this description nor the detailed discussion below is intended to be legal or tax advice to any particular Company Shareholder. Company Shareholders are strongly encouraged to consult their own tax advisors to determine the particular tax consequences to them of the Arrangement with respect to their particular circumstances, including in respect of the Return of Capital Distribution if the Purchaser elects to proceed with the distribution.

- 22 -

The foregoing description of U.S. federal income tax consequences of the Arrangement is qualified in its entirety by the detailed discussion below under “Certain U.S. Federal Income Tax Considerations”, and neither this description nor the detailed discussion is intended to be legal or tax advice to any particular Company Shareholder residing in the United States. Accordingly, U.S. Company Shareholders should consult their tax advisor with respect to their particular circumstances.

by no later than 5:00 p.m. (Toronto time) on March 26, 2024 (or, if the Shareholder Meeting is adjourned or postponed, by no later than 5:00 p.m. on the second (2nd) Business Day, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Shareholder Meeting), and must otherwise strictly comply with the dissent procedures described in this Circular, the Interim Order, the Plan of Arrangement and Section 185 of the OBCA, as modified by the Interim Order and/or the Plan of Arrangement. A Company Shareholder’s Dissent Notice sent with respect to the Arrangement will be deemed to be and will be automatically revoked if such Company Shareholder has voted (some or all of their Common Shares) in favour of the Arrangement Resolution, whether online, virtually at the Shareholder Meeting or by proxy.

- 23 -

A Company Shareholder’s failure to follow exactly the procedures set forth in the Plan of Arrangement and the Interim Order may result in the loss of such Company Shareholder’s Dissent Rights. If you are a Company Shareholder and wish to dissent, you should obtain your own legal advice and carefully read the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA, all of which are set forth in Appendix “B”, Appendix “E” and Appendix “G”, respectively, of this Circular. See “Dissenting Shareholders’ Rights”.

SPECIAL FACTORS

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations between Tricon and Blackstone and their respective advisors. The following is a summary of the background to the execution and public announcement of the Arrangement Agreement.

The Company Board regularly evaluates Tricon’s strategic direction and ongoing business plans and reviews possible ways to increase long-term shareholder value. As part of these evaluations, the Company Board periodically assesses the Company’s competitive position and actively monitors industry trends, the Company’s short- and long-term operating performance, its stock price performance and its net asset value. The Company Board and Management from time to time have also engaged in discussions with other participants in the real estate industry, including Blackstone, regarding various strategic alternatives, including potential acquisitions or dispositions of assets or portfolios of assets, as well as potential joint ventures.

On September 3, 2020, a syndicate of investors led by BREIT made a $300 million preferred equity investment in the Company through the purchase of newly-created Preferred Units issued by PIPE LLC, a Company subsidiary, that are exchangeable into Common Shares. BREIT indirectly acquired $240 million of the Preferred Units in the transaction, which represented approximately 11% of the then outstanding Common Shares, assuming the exchange of all of the Preferred Units. In connection with the investment, a representative of BREIT, Frank Cohen, was named to the Company Board.

Over the course of 2021, the Company Board observed that the Company’s Common Shares were trading at a discount to estimated NAV and to certain of its peers and also suffered from lower liquidity than certain of its peers. As a result, in 2021, Tricon considered a number of alternatives, including a potential re-domicile to the United States and reorganization as a U.S. REIT, in order to, among other things, expand its shareholder base and qualify for inclusion in the MSCI US REIT Index. Although a very substantial majority of the Company’s assets consist of single-family rental (“SFR”) homes in the United States, the Company is ineligible for inclusion in the MSCI US REIT Index due to its status as a Canadian corporation. The Company anticipated that inclusion of Tricon in the MSCI US REIT Index could result in increased liquidity and value for its shareholders; however, Tricon, in consultation with its legal and financial advisors, ultimately determined that the structural impediments, including material adverse tax implications, were too significant to proceed with a re-domicile to the United States and elected instead to expand its shareholder base through an initial public offering of its Common Shares in the United States on the NYSE.

- 24 -

On October 12, 2021, the Company announced the closing of its initial public offering of Common Shares in the United States (the “U.S. IPO”) and the listing of the Common Shares on the NYSE for aggregate gross proceeds to Tricon of approximately $570 million (inclusive of an approximately $57 million concurrent private placement of Common Shares to BREIT, which enabled BREIT to maintain its approximate proportionate ownership interest in the Company).

In March 2023, the Company recommenced its evaluation of a potential re-domicile to the United States in connection with its consideration of a potential combination with a NYSE-listed U.S. REIT (the “NYSE REIT”). Management held a preliminary introductory meeting with the NYSE REIT’s senior management in April 2023, which was facilitated by RBC Capital Markets, LLC (“RBC”). A potential combination with the NYSE REIT was of particular interest to Tricon due to the NYSE REIT’s significant cash resources, which could assist the Company in advancing its current Company Board-approved strategic plan, the potential pathway it offered for Tricon to become a U.S.-domiciled public company and certain other factors specific to the NYSE REIT, and was not part of a broader search by the Company for a potential business combination.

On May 17, 2023, representatives of Blackstone approached Gary Berman, Chief Executive Officer of the Company (“Mr. Berman”), to consider a possible combination of Tricon with part or all of Home Partners of America LLC (“HPA”), a Blackstone portfolio company that owns approximately 28,000 SFR homes in the United States. Mr. Berman promptly advised David Berman, Chairman of the Company Board, of his discussions with the representative of Blackstone. In a subsequent discussion held on May 31, 2023, a Blackstone representative indicated to Mr. Berman that Blackstone was interested in pursuing a potential combination transaction involving Tricon and part or all of HPA. Preliminary structuring discussions between Blackstone and the Company commenced the following week. The Company coordinated with Morgan Stanley (Tricon’s financial advisor on BREIT’s Preferred Unit investment in Tricon and the U.S. IPO) to assist in evaluating the strategic and financial merits of various structuring options and potential transactions with HPA.

During the month of May 2023, Management (including Mr. Berman), RBC and representatives of the NYSE REIT continued their preliminary discussions regarding a potential stock-for-stock or other combination of Tricon and the NYSE REIT, which preliminary discussions focused on the potential merits of a combination and potential relative valuation methodologies for the companies. No substantial progress toward a potential transaction was made during this time.

At a Company Board meeting held on June 16, 2023, Mr. Berman provided an update to the Company Board regarding the two strategic initiatives then under consideration: (i) the potential combination with the NYSE REIT; and (ii) the potential combination with HPA. The Company Board was supportive of pursuing the proposed strategic initiatives and directed Management to continue its review of both transactions. The Company Board also noted that Mr. Cohen, the director nominated by Blackstone to the Company Board, could have a conflict of interest if the HPA opportunity were pursued and would therefore be required to recuse himself from any Company Board discussions relating to the strategic initiatives under consideration.

Through June and July, 2023, the Company, together with Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), Goodmans LLP (“Goodmans”), Morgan Stanley and RBC, considered various U.S. and Canadian tax, capital markets, structural and other implications of the potential NYSE REIT and HPA transactions, including a potential combination of all three companies.

By July 2023 it had become clear that there was no agreement in concept between representatives of the Company and representatives of the NYSE REIT with respect to any satisfactory relative valuation methodology for the companies due to, among other reasons, the fact that the NYSE REIT would not agree to value the Company at a premium to the price of its Common Shares. The discussions regarding a potential transaction with the NYSE REIT slowed down and ultimately ended by August 2023. During this same period, the Company also concluded that discussions regarding a potential combination with HPA were unlikely to advance due to the inherent difficulties in developing a structure that could minimize adverse tax consequences to the Company while remaining attractive from a capital markets perspective.

- 25 -

The Company Board met on August 8, 2023. Upon the discussion turning to the strategic initiatives that had been under consideration, Mr. Cohen recused himself. Management advised the Unconflicted Company Board that Management believed, based on input from its tax, legal and financial advisors, and after taking into account their discussions with representatives of HPA and the NYSE REIT, that pursuing a potential combination transaction of Tricon with either or both of HPA or the NYSE REIT would not be in the best interests of the Company and accordingly did not recommend proceeding with either potential transaction due to the tax, structural, relative valuation and capital markets issues described above. Representatives of Morgan Stanley, who had been invited to the meeting by Management to review several capital markets and M&A-oriented strategic alternatives with the Company Board, advised that they had concluded that the potential NYSE REIT and HPA transactions were likely not feasible in the near- or mid-term given the volatility in real estate values, interest rates, capitalization rates and stock prices, as well as complexities around structure, execution and relative valuation. Following the Unconflicted Company Board’s discussion and upon consideration of the views of Management and Morgan Stanley, the Unconflicted Company Board determined to not proceed with either transaction and instead directed Management to continue to pursue the Company Board-approved strategic plan, which included the creation of two new investment vehicles with third party institutional investors. The first new investment vehicle was intended to syndicate a portfolio of approximately 4,000 wholly-owned SFR homes, which would raise capital for the Company to reduce indebtedness and finance the acquisition of additional SFR homes in the United States through the second new investment vehicle, which would have been a follow-on joint venture with a number of Tricon’s existing private investors that was intended to assemble and manage a portfolio of SFR homes.

On September 6, 2023, at Blackstone’s request, Mr. Berman met with representatives of Blackstone who advised Mr. Berman that Blackstone wished to explore a potential acquisition of the Company. The interest rate on 10-year U.S. treasury bonds on this date closed at 4.30%.

On September 12, 2023, a representative of Blackstone contacted Morgan Stanley to advise that Blackstone intended to communicate an oral proposal for the acquisition of the Company. On September 14, 2023, Blackstone representatives advised Morgan Stanley that Blackstone was prepared to propose $11.00 in cash per Common Share on an indicative basis (representing a premium of approximately 34% over the closing price of the Common Shares on the NYSE on September 13, 2023, the prior trading day), subject to the completion of due diligence. Following consultation with Management, representatives of Morgan Stanley responded on behalf of the Company that Blackstone’s proposed price was inadequate and insufficient to present to the Company Board.

On September 29, 2023, Mr. Berman met with a representative of Blackstone, who advised him that Blackstone was considering increasing its price and submitting a written proposal to acquire the Company. The interest rate on 10-year U.S. treasury bonds on this date closed at 4.59%.

On October 2, 2023, the next trading day after the September 29, 2023 meeting, Blackstone sent a written proposal to Morgan Stanley to acquire all the Common Shares for $11.10 per Common Share in cash (the “October Blackstone Proposal”), which represented a 50% premium to the closing price of the Common Shares on the NYSE on September 29, 2023, the prior trading day. The $11.10 per Common Share price represented a significantly higher premium to the prior trading day’s closing price on the date the October Blackstone Proposal was delivered than the original verbal proposal due to a decline in the Common Share price over that period. The October Blackstone Proposal included Blackstone’s assumption that the Company would pay its quarterly dividend in October 2023 and would not declare any further dividends on the Common Shares. Blackstone indicated its belief that it could complete its confirmatory due diligence and agree to terms within two weeks. Blackstone conveyed verbally to Morgan Stanley that its proposal was contingent upon a customary “no-shop” provision with a two-tiered termination fee, where the termination fee would be lower during an initial period if Tricon were to terminate the agreement to enter into a transaction pursuant to a superior proposal. A copy of the October Blackstone Proposal was promptly provided to the members of the Unconflicted Company Board.

The Company Board convened a meeting on October 5, 2023 to consider, among other matters, the October Blackstone Proposal. Representatives of Morgan Stanley, Goodmans, counsel to the Company, and Paul, Weiss, U.S. counsel to the Company, were present at the meeting. Upon the discussion turning to the October Blackstone Proposal, Mr. Cohen declared a conflict and recused himself from further discussions. Mr. Berman reminded the Unconflicted Company Board of the events that had preceded the October Blackstone Proposal, including the preliminary discussions regarding the HPA and NYSE REIT strategic alternatives that had been considered earlier that summer and previously presented to the Company Board, neither of which had materialized. Mr. Berman also described Blackstone’s prior $11.00 per Common Share verbal proposal, which had been considered inadequate and insufficient to merit presentation to the Unconflicted Company Board.

- 26 -

At this meeting, representatives of Morgan Stanley provided an update on the capital markets environment, including the current macroeconomic and volatile interest rate environment, discussions to date, and perspectives on the October Blackstone Proposal to the Unconflicted Company Board. Morgan Stanley’s representatives raised a number of factors for the Unconflicted Company Board to weigh in considering the October Blackstone Proposal and any further engagement with Blackstone, including the competitiveness of the proposal, deal certainty, confidentiality , continuing with the Company’s current Company Board-approved strategic plan and the possibility of soliciting other potential buyers of the Company. Representatives of Morgan Stanley also provided context for the October Blackstone Proposal in light of current market conditions and the Company’s trading price relative to a range of consensus analyst views on its net asset value. Representatives of Morgan Stanley reported that with the recent decline in stock prices across North American real estate issuers, including the Company, the premium represented by $11.10 per Common Share (the price included in the October Blackstone Proposal) had increased to 63% (based on the closing price of the Common Shares on the NYSE on October 4, 2023), a significantly higher premium than average premiums for comparable transactions. Representatives of Morgan Stanley also provided an overview of observed trading levels of the Company’s peers and identified the limited number of other potential strategic and financial acquirors in addition to Blackstone that could have the capacity to consider, and interest in considering, an acquisition of Tricon, taking into account the size and varied nature of the Company’s portfolio and business lines, the Company’s cross border structure and the fact that leverage constraints, access to capital and/or current stock prices of potential strategic bidders could impact the price that public company bidders may be able to pay in a transaction. Representatives of Morgan Stanley advised that the all-cash nature of the October Blackstone Proposal, the premium it represented to the current market price of the Common Shares and Blackstone’s substantial available capital would make it challenging for a superior competing offer to emerge from one of these potential acquirors.

Goodmans then provided a detailed overview of the Unconflicted Company Board’s fiduciary duties in the context of evaluating a potential change of control transaction, as well as guidance on the regulation of business combinations and related party transactions in Canada under MI 61-101, given that Blackstone is deemed to beneficially own more than 10% of the Common Shares (assuming the exchange of all Preferred Units held by BREIT Shareholder). Paul, Weiss then advised the Unconflicted Company Board with respect to the corresponding U.S. securities laws for going-private transactions governed by Rule 13e-3 of the Securities Exchange Act of 1934 (“Rule 13e-3”).

The Unconflicted Company Board then considered the risks and benefits associated with the October Blackstone Proposal relative to other potential acquirors that might be interested in pursuing a change of control transaction with Tricon, a continuation of the Company’s current Company Board-approved strategic plan and other potential alternatives. The Unconflicted Company Board also received advice from Morgan Stanley with respect to next steps and timing considerations, including the possibility that a delay in pursuing discussions with Blackstone could pose certain risks in the current volatile market environment because changing interest rates could affect the availability of Blackstone’s proposal, with rising interest rates making it more expensive for a potential buyer to finance a transaction.

Following input of counsel, and in light of the Unconflicted Company Board’s expectation that further substantive discussions with Blackstone were likely, the Unconflicted Company Board determined that it would be advisable to form a special committee consisting of independent directors that could, with the assistance of its own independent financial and legal advisors, further evaluate Blackstone’s proposal and potential alternatives, supervise any related negotiations, and make recommendations to the full Unconflicted Company Board with respect to those matters. The Unconflicted Company Board unanimously resolved to form a special committee comprised of Peter Sacks (Chair), Camille Douglas, Renée Glover and Ira Gluskin (the “Special Committee”). In selecting Mr. Sacks, Ms. Douglas, Ms. Glover and Mr. Gluskin to act as members of the Special Committee, the Unconflicted Company Board determined that each of them was (i) free from any conflict of interest with respect to the October Blackstone Proposal and (ii) independent to the extent required by applicable law and stock exchange requirements, including MI 61-101. None of Mr. Sacks, Ms. Douglas, Ms. Glover and Mr. Gluskin were or are directors, officers or employees of Blackstone and all of them were and are independent directors of the Company under National Instrument 52-110 – Audit Committees and National Instrument 58-101 – Disclosure of Corporate Governance Practices.

- 27 -

The Special Committee’s mandate included, among other things: (i) examining, reviewing and evaluating the proposed transaction with Blackstone and its implications for Tricon and its stakeholders (including minority shareholders); (ii) conducting or supervising the conduct of negotiations of the structure and terms of the proposed transaction, including the terms of any definitive agreements relating thereto on behalf of the Company; (iii) identifying and evaluating any reasonably available alternatives to the October Blackstone Proposal (including maintaining the status quo) and determining whether any such alternative is more favourable to the Company and its stakeholders than the proposed transaction; (iv) determining whether a formal valuation pursuant to MI 61-101 is required in connection with the proposed transaction or any potential alternative, and selecting the independent valuator to provide such formal valuation; (v) determining whether to request a fairness opinion from one or more qualified and independent financial advisors as to the fairness from a financial point of view, of the consideration to be received by minority shareholders; (vi) retaining, overseeing and obtaining advice and opinions from professional advisors; (vii) determining whether any “collateral benefit” may arise in respect of the proposed transaction or any alternatives in accordance with MI 61-101; (viii) making recommendations to the Unconflicted Company Board regarding all arrangements relating to Management in connection with the October Blackstone Proposal or potential alternatives; (ix) reporting to the Unconflicted Company Board on its activities from time to time, including with respect to any recommendation the Special Committee may make (or determine not to make) with respect to a proposed transaction with Blackstone or a potential alternative; and (x) doing such other acts that may be necessary in the circumstances, including having regard to MI 61-101.

The Special Committee met a total of eight times; three times to consider the October Blackstone Proposal and five times to consider the January Blackstone Proposal (as defined below). The Special Committee convened for the first time immediately following the conclusion of the October 5, 2023 Company Board meeting. The Company’s Chief Legal Officer, David Veneziano, led a discussion with respect to potential next steps and the Special Committee’s engagement of independent legal and financial advisors, within the authority granted to the Special Committee in its mandate. Following a consideration of potential independent legal advisors, the Special Committee determined to engage Osler, Hoskin & Harcourt LLP (“Osler”) to act as its independent legal counsel.

On October 10, 2023, the Special Committee met with representatives of Osler to consider the engagement of an independent financial advisor to prepare a formal valuation and to advise the Special Committee in connection with any proposed transaction. Having obtained information regarding the independence, qualifications and terms of engagement proposed by Scotia Capital, and being satisfied as to such independence (including that Scotia Capital is an “independent valuator” and independent of all “interested parties” (in each case as defined in MI 61-101)), qualifications and the quantum and structure of Scotia Capital’s proposed fee, the Special Committee approved the appointment of Scotia Capital subject to Mr. Sacks finalizing satisfactory engagement terms with Scotia Capital. The Special Committee also reviewed the terms of its mandate with assistance from Osler and determined that its mandate was appropriate. The members of the Special Committee then confirmed the independence of each of the members of the Special Committee for purposes of serving on the Special Committee and received an overview of their duties from Osler with reference to the written materials previously provided to the Unconflicted Company Board by Goodmans. The Special Committee discussed the October Blackstone Proposal, whether to provide Blackstone with access to non-public information of the Company and whether to explore competing offers for the Company. The Special Committee determined that the Company should provide Blackstone with access to non-public information of the Company subject to entering into a suitable confidentiality agreement (including a standstill).

On October 10, 2023, the Special Committee entered into the Scotia Capital Engagement Agreement with Scotia Capital. The Scotia Capital Engagement Agreement provides that Scotia Capital’s compensation for providing a preliminary view of value and a subsequent formal valuation in accordance with MI 61-101 and fairness opinion are fixed fees payable at the time of delivery of the preliminary valuation and formal valuation and fairness opinion, respectively, regardless of the conclusions reached by Scotia Capital. In addition, Scotia Capital is entitled to recover reasonable out-of-pocket expenses and will be indemnified by the Company under certain circumstances for liabilities arising in connection with its engagement. See “Special Factors – Scotia Capital Formal Valuation and Fairness Opinion”.

On October 11, 2023, representatives of Morgan Stanley, upon instruction by the Unconflicted Company Board, advised Blackstone that the Unconflicted Company Board had formed a Special Committee, which had authorized Tricon to provide Blackstone with non-public information pursuant to a customary confidentiality agreement (including a standstill).

- 28 -

The Company then negotiated the terms of a confidentiality agreement (the “Confidentiality Agreement”) with Blackstone, which the parties executed on October 12, 2023. The Confidentiality Agreement governs the disclosure and use of the Company’s confidential information by Blackstone and its representatives and includes customary “standstill” and non-solicitation provisions. Following execution of the Confidentiality Agreement, representatives of Blackstone were granted access to a virtual data room, which contained public and non-public information concerning the Company and its assets, along with access to Management to perform due diligence.

From approximately October 13, 2023 until October 28, 2023, Blackstone conducted an extensive due diligence investigation of the Company and its assets, which included nine diligence meetings with Management and tours of certain of Tricon’s properties.

On October 17, 2023, Jonathan Litt, the founder and Chief Investment Officer of Land & Buildings, an investor in the real estate space, made a presentation regarding Tricon at an annual investor conference in New York. Land & Buildings subsequently published a press release on the information presented at the conference and also publicly filed the presentation. The presentation noted Land & Buildings’ belief that Tricon’s Common Shares were “substantially undervalued” and offered various short-term value creation suggestions, including revenue generation and overhead reduction initiatives. The closing price of the Common Shares on the NYSE after the presentation on that date was $7.33 per Common Share, an approximately 4% increase over the prior trading day’s closing price.

On October 24, 2023, the Unconflicted Company Board convened with the Special Committee and their respective advisors to, among other things, receive an update on the previous week’s Land & Buildings investor presentation and the October Blackstone Proposal. Mr. Berman first provided an overview of Mr. Litt’s presentation, a copy of which had been circulated to the Unconflicted Company Board prior to the meeting. Representatives of Morgan Stanley then provided their views to the Unconflicted Company Board regarding the market’s reaction to the presentation. The representatives of Morgan Stanley noted that, while the closing price of the Common Shares on the day of Mr. Litt’s presentation had been elevated, the trading price of the Common Shares had since decreased to a price below the opening price of the Common Shares on the date of the presentation, although trading volume remained elevated.

The Unconflicted Company Board then received an update from representatives of Morgan Stanley regarding Blackstone’s extensive due diligence process to date and posed questions to Management regarding its Company Board-approved strategic plan for continuing to operate the Company should Blackstone not make a firm offer following the completion of its diligence process. Immediately following the Unconflicted Company Board meeting, the Special Committee met with representatives of Osler and Scotia Capital to discuss the process regarding the formal valuation to be undertaken by Scotia Capital.

On October 27, 2023, the interest rate on 10-year U.S. treasury bonds closed at 4.85%.

On October 28, 2023, Blackstone advised Morgan Stanley that, based on Blackstone’s due diligence review to date particularly in light of changes in economic conditions, it did not intend to further pursue discussions concerning the acquisition of the Company. Mr. Berman immediately advised the Unconflicted Company Board of this development, and the Company subsequently removed Blackstone’s access to the virtual data room.

On November 7, 2023, the Company Board met to review and approve the Company’s interim financial statements for the third quarter. The Company Board also received input from representatives of Morgan Stanley, who had been invited by Management to join the meeting to provide their thoughts on the termination of discussions with Blackstone. Mr. Cohen recused himself from these discussions. The representatives of Morgan Stanley provided an overview of the termination of discussions with Blackstone, and noted that, since the time of Blackstone’s initial indication of interest on September 14, 2023 through its notice of withdrawal on October 28, 2023, the price of the Common Shares had declined by 23% and interest rates had risen. Mr. Berman and other members of senior Management, together with representatives of Morgan Stanley, then engaged in a discussion with the Unconflicted Company Board regarding recently announced strategic REIT transactions and other strategic alternatives that might be available to the Company to reduce the gap between its net asset value and the Common Share price, such as by reducing the Company’s leverage or monetizing assets. The Unconflicted Company Board also discussed the possibility of exploring a share buy-back, the likely capital markets impact of a share buy-back and, in general terms, what such a transaction might look like from a timing and execution perspective. Following this discussion, the Unconflicted Company Board again directed Management to continue to pursue the Company Board-approved strategic plan.

- 29 -

On December 22, 2023, at Blackstone’s request, Mr. Berman met with a representative of Blackstone, who expressed an interest in reviving their October discussions regarding a potential acquisition of the Company by Blackstone. The two discussed the circumstances surrounding Blackstone’s decision to terminate discussions regarding the October Blackstone Proposal and the changes in macroeconomic conditions since that time, including favourable changes in interest rates and assumptions regarding future changes in interest rates. The two met again on December 25, 2023 and the discussions included the Company’s valuation and potential transaction pricing, as well as Blackstone’s conceptual alignment with supporting the Company’s current Company Board-approved strategic plan. From December 27, 2023 through January 2, 2024, representatives of Blackstone and Morgan Stanley had several discussions regarding Blackstone’s remaining confirmatory due diligence, timing of a potential process, and parameters around price. During these discussions, the Blackstone representatives raised the possibility of proposing a price below $11.10 per Common Share, but were advised by Morgan Stanley, per Morgan Stanley’s prior discussions with the Unconflicted Company Board, that a reduced price would not be acceptable to Tricon.

On January 2, 2024, Blackstone submitted a new written proposal to acquire all the Common Shares for $11.10 per Common Share in cash (the “January Blackstone Proposal”), the same per Common Share price as in the October Blackstone Proposal. This price represented a 22% premium to the closing price of the Common Shares on the NYSE on December 29, 2023, the prior trading day. On this date, the interest rate on 10-year U.S. treasury bonds was 3.91%, a 19% decline from the rate of 4.85% on October 27, 2023, the day prior to the date when Blackstone provided notice that it did not intend to proceed with the October Blackstone Proposal. Similar to the October Blackstone Proposal, the January Blackstone Proposal included Blackstone’s assumption that the Company would pay its quarterly dividend in January 2024 and would not declare any further dividends on the Common Shares. Blackstone noted that it had conducted extensive due diligence to date and stated that it was prepared to complete its remaining confirmatory due diligence and concurrently negotiate definitive transaction documentation within seven business days. Blackstone conveyed orally to Morgan Stanley that its proposal was contingent upon the same “no-shop” provision and a two-tiered termination fee as had been previously conveyed at the time of the October Blackstone Proposal. A copy of the January Blackstone Proposal was promptly provided to the members of the Unconflicted Company Board.

On January 5, 2024, the Unconflicted Company Board convened to consider the January Blackstone Proposal. Representatives of Morgan Stanley, Goodmans and Paul, Weiss were present at the meeting, as were representatives of Osler and Scotia Capital. Mr. Berman summarized for the Unconflicted Company Board his discussions with Blackstone’s representatives over the course of the prior two weeks, which discussions had led to Blackstone’s delivery of the January Blackstone Proposal. A representative of Morgan Stanley then provided an overview of the developments in the macroeconomic environment between the October Blackstone Proposal and the January Blackstone Proposal, and reviewed the January Blackstone Proposal relative to the Company’s current Common Share price, which had increased significantly since Blackstone withdrew the October Blackstone Proposal on October 28, 2023. This representative from Morgan Stanley reported that the January Blackstone Proposal represented a similar premium to the then-current trading price as the premium implied by the $11.00 price per Common Share verbally proposed by Blackstone in its initial indication of interest on September 14, 2023, noting that the premium implied by the January Blackstone Proposal remained slightly above average for transactions of this nature in the real estate industry.

The Unconflicted Company Board proceeded to discuss and seek input from its legal and financial advisors on the terms of the January Blackstone Proposal and reviewed the relevant considerations and options for next steps. The Unconflicted Company Board discussed the timing for Scotia Capital, financial advisor to the Special Committee, to conduct a formal valuation (as required under MI 61-101), current cap rates, potential market reaction to an acquisition of the Company by Blackstone, the anticipated scope of Blackstone’s confirmatory due diligence and timing for a possible transaction. The Unconflicted Company Board received strategic and legal advice from representatives of Morgan Stanley, Paul, Weiss and Goodmans relating to these matters, including a review by Morgan Stanley of recent comparable transactions. The Unconflicted Company Board, with further input from advisors, then discussed the January Blackstone Proposal in light of the Company’s current Company Board-approved strategic plan and the volatile macroeconomic environment.

- 30 -

The Unconflicted Company Board believed that it would be prudent as a next step to have Blackstone complete its confirmatory due diligence in respect of the Company before engaging in negotiations on price and specific deal terms, but also stressed that time was of the essence, given interest rate and other market volatility which could make it more expensive for a potential buyer to acquire the Company. The Unconflicted Company Board acknowledged that the Special Committee would convene immediately following the meeting to confirm next steps, including with respect to the valuation and opinion work to be done by the Special Committee’s financial advisors, to ensure that the Special Committee was able to evaluate the reasonableness and fairness of the January Blackstone Proposal on an informed basis.

Immediately following the Unconflicted Company Board meeting, the Special Committee met with representatives of Osler and Scotia Capital to consider the January Blackstone Proposal and receive an update regarding the status of Scotia Capital’s work in respect of a formal valuation and timing to be in a position to provide the Special Committee with its preliminary indication of value of the Company. At this meeting, the Special Committee reviewed its role and responsibilities in the circumstances, including an evaluation of the January Blackstone Proposal relative to other alternatives reasonably available to the Company and whether to contact other potential acquirors of the Company while pursuing a transaction with Blackstone. They noted that doing so could jeopardize the availability of the January Blackstone Proposal and increase risk of market leaks and rumors regarding a potential transaction. The Special Committee also considered the fact that the October 2023 presentation by Land & Buildings and its related press release did not result in any in-bound contacts to the Company or its financial advisors from any potential interested parties regarding a potential acquisition proposal. The Special Committee concluded that, while advice from Scotia Capital would be advisable, and ultimately a formal valuation prepared by Scotia Capital in accordance with MI 61-101 would be necessary, in order to reach a definitive view, it was supportive of proceeding with consideration of the January Blackstone Proposal.

Later that day, representatives of Blackstone were again granted access to the Company’s virtual data room, which contained public and non-public information concerning the Company and its assets, along with access to Management to perform due diligence. Blackstone’s representatives thereafter continued their due diligence review of the Company.

Late on January 9, 2024, representatives of Blackstone sent to Morgan Stanley the initial draft of the proposed arrangement agreement, which contemplated the transaction being implemented by way of a plan of arrangement under the Business Corporations Act (Ontario). The draft arrangement agreement included a price of $11.10 per Common Share; contemplated that the Company would pay its quarterly dividend in January 2024 and would not declare any further dividends on the Common Shares; included a customary “no-shop” provision; included a two-tiered termination fee (with a termination fee equal to 1.75% of the Company’s equity value (assuming the exchange of all Preferred Units) if the proposed arrangement agreement were terminated prior to the 40^th day following signing to permit the Company to enter into a superior proposal with a bidder that had submitted its initial acquisition proposal prior to the 30^th day following signing, which fee increased to 3.5% of equity value thereafter), along with matching rights if any superior proposal were received; included the payment by the Purchaser to Tricon of a reverse termination fee equal to 9% of the Company’s equity value (assuming the exchange of all Preferred Units) if the transaction failed to close in certain circumstances as an exclusive remedy with no specific performance remedy available to the Company; included customary closing conditions, including a material adverse change condition and a condition that the number of Common Shares held by the Company Shareholders exercising their dissent rights not, in the aggregate, exceed 10% of the issued and outstanding Common Shares; and included, subject to certain exceptions, the Company would be required to continue to operate in the ordinary course of business prior to closing.

On the morning of January 12, 2024, representatives of Blackstone verbally confirmed to Morgan Stanley that Blackstone had substantially completed its confirmatory due diligence and affirmed its offer price of $11.10 per Common Share.

Later on January 12, 2024, the Special Committee met with representatives of Osler and Scotia Capital to receive a draft presentation from representatives of Scotia Capital regarding its preliminary indication of value analysis regarding the value of the Company’s Common Shares based on its work performed to date. In connection with such presentation, representatives of Scotia Capital provided the Special Committee with an explanation of the analysis and assumptions underlying its preliminary indication of value analysis. The Special Committee discussed the preliminary indication of value analysis presented by representatives of Scotia Capital and noted that the offer price of $11.10 per Common Share was approximately at the midpoint of the range of values in the preliminary analysis presented by representatives of Scotia Capital. The Special Committee also received advice from Osler regarding the “no-shop” provision with a two-tiered termination fee proposed by Blackstone, and the difference between such a construct and a “go-shop”. The Special Committee determined that it would be comfortable recommending that the Company proceed with Blackstone on the basis of a “no-shop” provision with a two-tiered termination fee as opposed to seeking a “go-shop”.

- 31 -

Immediately following the conclusion of the Special Committee meeting on January 12, 2024, the Unconflicted Company Board convened to receive an update on the negotiation of the January Blackstone Proposal. Representatives of Morgan Stanley, Goodmans, Paul, Weiss, Osler and Scotia Capital were in attendance at the meeting. A representative of Morgan Stanley summarized for the Unconflicted Company Board the status of discussions between representatives of Morgan Stanley and representatives of Blackstone regarding confirmatory due diligence and pricing. The representative of Morgan Stanley reported that Blackstone had verbally confirmed the completion of its confirmatory due diligence and had re-affirmed its offer price of $11.10 per Common Share.

Mr. Sacks then summarized for the Unconflicted Company Board the discussions held by the Special Committee at its meeting immediately preceding the Unconflicted Company Board meeting. He reviewed the oral reports received from representatives of Scotia Capital and reported that the Special Committee viewed the January Blackstone Proposal as a compelling opportunity for the Company, subject to continued negotiations on price, the size of the termination fee and reverse termination fee, and deal certainty. He confirmed the Special Committee would be comfortable recommending that the Company proceed with Blackstone on the basis of including a “no-shop” provision with a two-tiered termination fee in the proposed arrangement agreement.

Representatives of Scotia Capital then reviewed with the Unconflicted Company Board their preliminary indication of value. Representatives of Scotia Capital advised that it had reported to the Special Committee a preliminary conclusion of a range of value for the Common Shares based on the preliminary financial summary that representatives of Scotia Capital had reported to the Special Committee, subject to the analyses, assumptions and limitations set forth in the preliminary financial summary, in which the January Blackstone Proposal fell approximately within the midpoint of the range.

Following the presentation by representatives of Scotia Capital, representatives of Morgan Stanley then reviewed for the Unconflicted Company Board their preliminary valuation summary, as reflected in the materials circulated to the Unconflicted Company Board prior to the meeting. Representatives of Morgan Stanley walked the Unconflicted Company Board through the reference points Morgan Stanley considered, including trading performance, price targets, and net asset value per share estimates. Representatives of Morgan Stanley then summarized their approaches to valuation, including a comparable trading value, a dividend discount model, a precedent premiums and a cash levered buyer analysis and described the valuation price range under each approach.

During the meeting, Goodmans and Paul, Weiss provided an update regarding negotiations of the proposed arrangement agreement, including the terms of Blackstone’s latest proposal. Goodmans and Paul, Weiss also summarized the provisions governing non-solicitation, termination fee and reverse termination fee, Blackstone’s right to match, deal certainty, regulatory covenants with respect to obtaining Investment Canada Act Approval for the transaction and, together with representatives of Morgan Stanley, discussed the strategic merits of, and any risks associated with, the proposed arrangement agreement. In particular, Goodmans and Paul, Weiss discussed the risks associated with Blackstone’s termination fee proposal, whereby the Company’s sole and exclusive remedy for Blackstone’s failure to complete the proposed transaction in circumstances in which conditions to closing were otherwise satisfied would be a reverse termination fee equal to 9% of the Company’s equity value (assuming the exchange of all Preferred Units), rather than a specific performance remedy. With the assistance of its advisors, the Unconflicted Company Board considered and evaluated the risk associated with Blackstone’s desired approach to remedies for breach of the proposed arrangement agreement in the context of the leveraged buyout market generally, as well as recent transactions completed by Blackstone, including in Canada. The Unconflicted Company Board noted Blackstone’s proven ability to complete large acquisition transactions, including substantial experience with take-private transactions, including in Canada, its extensive experience in the real estate industry, and the amount of the reverse termination fee and the circumstances in which it would be payable. The Unconflicted Company Board also discussed the appropriate manner in which to respond to Blackstone’s latest proposal.

- 32 -

Following a robust discussion with input from financial and legal advisors, the Unconflicted Company Board reached a consensus that it remained in the best interests of the Company to continue to pursue and review the January Blackstone Proposal, taking into account the concern that the time needed to solicit interest from other potential acquirors could jeopardize the availability of the January Blackstone Proposal and bearing in mind the two-tiered termination fee and the Company Board’s “fiduciary out” that kept open the ability of the Company to consider a superior proposal, should one emerge. Representatives of Morgan Stanley advised the Unconflicted Company Board that they believed Blackstone would agree to the Company’s proposed higher reverse termination fee if the Company agreed to Blackstone’s original proposed amounts for a two-tiered reverse termination fee. Following this discussion, the Unconflicted Company Board instructed Morgan Stanley and Management to seek improved deal terms from Blackstone, including an increase in offer price to $11.40 per Common Share, greater deal certainty for the Company and a higher reverse termination fee. Morgan Stanley was also instructed to advise Blackstone that the Unconflicted Company Board would not authorize the distribution of a revised draft of the arrangement agreement to Blackstone and its representatives until Blackstone indicated a willingness to improve its proposal on these deal terms.

Over the course of January 13 and 14, 2024, representatives of Morgan Stanley and Blackstone held a number of discussions with respect to price, closing certainty, the quantum of the termination fee and reverse termination fee, and the circumstances in which the lower termination fee would be payable.

On January 15, 2024, the Special Committee met with representatives of Management, Morgan Stanley, Osler and Scotia Capital. The Special Committee first received an update from Management and Morgan Stanley regarding the status of negotiations with Blackstone. A representative of Morgan Stanley summarized several discussions he had held with Blackstone over the weekend regarding the key deal points for the proposed transaction, including price, deal certainty, regulatory matters and termination fees. He reported that Blackstone had indicated a willingness to address certain of the concerns identified by the Special Committee and the Unconflicted Company Board and raised by Morgan Stanley with respect to the January Blackstone Proposal, including an increase in its offer price from $11.10 per Common Share to $11.15 per Common Share and the deletion of the closing condition related to the exercise of dissent rights by Tricon shareholders. With respect to termination fees, the Morgan Stanley representative reported that he expected Blackstone would agree to either: (i) a lower two-tier termination fee and a slightly higher reverse termination fee than the 9% fee originally proposed by Blackstone; or (ii) the original termination fee proposed by Blackstone but an even higher reverse termination fee. Representatives of Management and Morgan Stanley then recused themselves from the Special Committee’s meeting, and the Special Committee engaged in a robust discussion together with its independent advisors. The Special Committee determined to recommend that the Company instruct Morgan Stanley to respond to Blackstone with a request to increase its offer price and accept Blackstone’s original termination fee amounts, with the lower fee payable if the proposed arrangement agreement was terminated prior to the 45^th day following signing to permit the Company to enter into a superior proposal with a third party, in exchange for a higher reverse termination fee equal to 15% of the Company’s equity value (assuming the exchange of all Preferred Units).

Immediately following the conclusion of the Special Committee meeting, the Unconflicted Company Board convened for an update from Management and its advisors.

A representative of Morgan Stanley provided the Unconflicted Company Board with the same update that had been previously provided to the Special Committee. Mr. Sacks then reported that the Special Committee, having received the update from representatives of Morgan Stanley and consulted with its independent advisors, recommended that the Company instruct Morgan Stanley to respond to Blackstone with a request to increase its offer price, accept Blackstone’s original termination fee amounts and propose a higher reverse termination fee of 15% of the Company’s equity value (assuming the exchange of all Preferred Units). Following receipt of the Special Committee’s recommendation, the Unconflicted Company Board raised various questions and a robust discussion ensued with input from Management and financial and legal advisors. Following this discussion, the Unconflicted Company Board unanimously agreed to accept the Special Committee’s recommendation and instructed Morgan Stanley and Management to respond to Blackstone accordingly.

On January 15 and 16, 2024, representatives of Morgan Stanley continued to negotiate with Blackstone, stressing the need for Blackstone to offer a higher price and enhanced deal certainty for the Company Shareholders. Following these negotiations, Blackstone communicated to Mr. Berman and Morgan Stanley that it would be willing to increase its offer price to $11.25 per Common Share and to accept a higher reverse termination fee of 15% in exchange for Tricon agreeing to Blackstone’s original proposal regarding the termination fee amounts.

- 33 -

On January 16, 2024, Mr. Berman provided an email update to the Unconflicted Company Board that Blackstone would agree to an increased offer price of $11.25 per Common Share, an increased reverse termination fee equal to 15% of the Company’s equity value (assuming the exchange of all Preferred Units), while maintaining the two-tier termination fee amounts originally proposed by Blackstone, and the deletion of the closing condition in favour of Blackstone with respect to the maximum exercise of dissent rights by the Company Shareholders. In these discussions, Mr. Berman reported that, consistent with the Unconflicted Company Board’s prior direction, Tricon was willing to proceed with further negotiations with Blackstone and that its counsel had provided Simpson Thacher & Bartlett LLP, counsel to Blackstone, and Davies Ward Phillips & Vineberg LLP, Canadian counsel to Blackstone, with a revised draft of the arrangement agreement reflecting the proposed key terms, as well as certain other revisions to the original draft that had been prepared by Blackstone’s counsel.

On January 16, 2024, the Special Committee met with representatives of Osler and Scotia Capital to further discuss the analysis and assumptions underlying Scotia Capital’s preliminary indication of value, as well as the status of negotiations with Blackstone.

From January 16 through January 18, counsel to the Company and Blackstone’s counsel negotiated the final terms of the proposed arrangement agreement. The negotiations covered various aspects of the transaction, including, among others, the representations and warranties made by the parties, the restriction on the conduct of the Company’s business until completion of the transaction, the conditions to completion of the transaction, Blackstone’s obligations regarding regulatory approvals, the Company’s obligations to cooperate with Blackstone’s debt financing efforts and pre-closing restructuring transactions and provisions regarding the Company’s equity awards, employee benefits and other compensation matters. The parties’ counsel also negotiated other related documents, including a support agreement with BREIT Shareholder whereby BREIT Shareholder would agree to exchange a minimum number of Preferred Units into Common Shares prior to the Record Date and vote all of its Common Shares in favour of the Arrangement Resolution.

After the close of markets on January 18, 2024, the Special Committee met with representatives of Management, Morgan Stanley, Osler and Scotia Capital. The Special Committee first received an update from Management and Morgan Stanley regarding the status of negotiations with Blackstone. Management and Morgan Stanley then recused themselves from the Special Committee’s meeting. The Special Committee then received an update from Osler regarding the status of the final terms of the proposed arrangement agreement and the ancillary documents. Representatives of Scotia Capital then reviewed its analysis supporting its oral opinion (subsequently confirmed in writing) that, as of January 18, 2024, and subject to certain assumptions, limitations and qualifications, the fair market value of the Common Shares was in the range of $9.80 to $12.90 per Common Share. Representatives of Scotia Capital also provided its oral opinion (subsequently confirmed in writing) to the Special Committee that, as of January 18, 2024, and subject to certain assumptions, limitations and qualifications, the consideration to be received by the Company Shareholders (other than Blackstone) pursuant to the proposed arrangement is fair, from a financial point of view, to the Company Shareholders (other than Blackstone).

Immediately following the Special Committee meeting, the Unconflicted Company Board convened to hear from the Special Committee. The Unconflicted Company Board was advised that the Special Committee had received an update on the proposed final terms of the arrangement agreement from Osler, along with an oral formal valuation and fairness opinion from Scotia Capital, and following input from its legal and financial advisors, had unanimously resolved to recommend that the Unconflicted Company Board (i) determine that it is in the best interests of the Company to enter into the Arrangement Agreement; (ii) determine that the Arrangement and the transactions contemplated by the Arrangement Agreement are fair to the Company Shareholders (excluding Blackstone); (iii) authorize the Company to execute and deliver the Arrangement Agreement and other transaction documents; and (iv) recommend that the Company Shareholders vote for the Arrangement Resolution approving the Arrangement. See “Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement – Recommendation and Reasons of the Unconflicted Company Board; Position of Tricon as to the Fairness of the Arrangement”.

- 34 -

Goodmans then made a presentation regarding the proposed final terms of the arrangement agreement, including with respect to the Company Shareholder approval requirements, the suspension of the Company’s quarterly dividend, required regulatory approvals, non-solicit, the Unconflicted Company Board’s “fiduciary out” rights, Blackstone’s two-tiered termination fee and reverse termination fee, and closing conditions.

Following the legal discussion led by Goodmans, representatives of Morgan Stanley then provided Morgan Stanley’s views regarding its analysis of the fairness, from a financial point of view, of the consideration to be received by the Company Shareholders (excluding Blackstone) pursuant to the transaction. Following this discussion, Morgan Stanley provided its oral opinion (subsequently confirmed in writing) to the effect that, as of the date thereof and subject to the assumptions, limitations and qualifications described therein, the Consideration to be received by holders of Common Shares (other than Blackstone) pursuant to the arrangement agreement was fair, from a financial point of view, to the holders of Common Shares.

Following receipt of the Special Committee’s recommendation and Morgan Stanley’s oral fairness opinion (subsequently confirmed in writing) and after lengthy discussion of the Special Committee recommendation and the relative benefits and risks of the proposed transaction with Blackstone and various alternatives reasonably available to the Company, the members of the Unconflicted Company Board present at the meeting unanimously resolved (i) that it would be in the best interests of the Company to enter into the Arrangement Agreement and that the Arrangement and the transactions contemplated thereby are fair to the Company Shareholders (excluding Blackstone); (ii) to approve the entering into of the Arrangement Agreement and related transaction documents by the Company; and (iii) to recommend that the Company Shareholders vote for the Arrangement Resolution approving the Arrangement. Given that certain non-fundamental provisions of the proposed arrangement agreement had yet to be finally settled, the Unconflicted Company Board agreed to delegate to Mr. Sacks the final authority to authorize the Company to execute the proposed arrangement agreement and related agreements upon confirmation from Management and the Company’s legal advisors that such agreements had been settled on terms substantially as approved by the Unconflicted Company Board at the meeting.

Over the course of the evening of January 18, 2024, legal counsel to Tricon and Blackstone reached agreement on the remaining points of the proposed arrangement agreement. Mr. Sacks then exercised the authority delegated to him by the Unconflicted Company Board and directed the Company to execute the final agreements, following which Tricon and the Purchaser entered into the Arrangement Agreement and the related transaction documents.

On the morning of January 19, 2024 prior to the opening of trading on the TSX and the NYSE, the transaction was publicly announced.

Tricon’s Purposes and Reasons for the Arrangement

The Special Committee has recommended that the Unconflicted Company Board determine, and the Unconflicted Company Board has determined that the Arrangement is in the best interests of the Company and fair to the Company Shareholders (excluding Blackstone). In deciding to recommend the Arrangement to the Company Shareholders, the Unconflicted Company Board, following receipt of the unanimous recommendation of the Special Committee and in consultation with its independent financial and legal advisors, carefully considered, among other things, the benefits to the Company of the Arrangement, the Scotia Capital Formal Valuation and Fairness Opinion and the Morgan Stanley Fairness Opinion, the terms and conditions set forth in the Arrangement Agreement, the matters discussed below under the heading “Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement – Recommendation and Reasons of the Special Committee”. As discussed below under “Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement – Recommendation and Reasons of the Special Committee”, and that the Consideration to be paid to the Company Shareholders (excluding Dissenting Shareholders and Blackstone) of $11.25 in cash per Common Share represents a premium of approximately 30% to the closing price of the Common Shares on the NYSE as of January 18, 2024, the last trading day prior to the public announcement of the Arrangement, and a premium of approximately 42% to the volume weighted average share price on the NYSE over the previous 90 days. See “Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement – Recommendation and Reasons of the Special Committee”. After weighing all of these factors, the Special Committee has recommended that the Unconflicted Company Board determine, and the Unconflicted Company Board determined that the Arrangement is in the best interests of the Company and that Company Shareholders should be given the opportunity to consider the Arrangement and that the Unconflicted Company Board would recommend that Company Shareholders vote in favour of the Arrangement Resolution.

- 35 -

Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement

Recommendation and Reasons of the Special Committee

The Special Committee unanimously resolved to recommend that the Unconflicted Company Board (i) determine that it is in the best interests of the Company to enter into the Arrangement Agreement, (ii) determine that the Arrangement and the transactions contemplated by the Arrangement Agreement are fair to the Company Shareholders (excluding Blackstone), (iii) authorize the Company to execute and deliver the Arrangement Agreement and other transaction documents and (iv) recommend that the Company Shareholders vote FOR the Arrangement Resolution approving the Arrangement.

The Special Committee considered a number of factors in respect of its unanimous recommendation that the Unconflicted Company Board recommend that Company Shareholders vote FOR the Arrangement Resolution, including those set out below.

- 36 -

The members of the Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Arrangement and to permit the Special Committee to effectively represent the interests of the Company’s unaffiliated security holders. The Special Committee believes these factors support its recommendations and provide assurance of the procedural fairness of the Arrangement to the Company’s unaffiliated security holders:

- 37 -

In the course of their deliberations, the members of the Special Committee also considered potentially negative factors associated with the Arrangement, potential risks and other factors resulting from the Arrangement and the Arrangement Agreement, including those set out below and described under “Risk Factors”.

- 38 -

In arriving at its recommendation, the Special Committee also considered the information, data, and conclusions contained in the Scotia Capital Formal Valuation and Fairness Opinion. Given that the Special Committee received the Scotia Capital Formal Valuation and Fairness Opinion and the advice of Scotia Capital contained therein as to the most appropriate valuation methodologies for the Common Shares (being a going concern approach), it did not specifically consider other valuation measurements such as liquidation value, as the Company is an ongoing business, or net book value.

Except as set forth under “Special Factors – Background to the Arrangement”, “Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement”, “Special Factors – Scotia Capital Formal Valuation and Fairness Opinion” and “Special Factors – Morgan Stanley Fairness Opinion”, no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of “unaffiliated security holders” as defined in Rule 13e-3 under the U.S. Exchange Act for purposes of negotiating the terms of the Arrangement and/or preparing a report concerning the fairness of the Arrangement.

The Special Committee was not aware of any firm offer, proposal or indication of interest for a merger, sale of all or substantial part of the Company’s assets, or a purchase of a controlling amount of the Company’s securities having been received by the Corporation from affiliated persons or third parties during the two years preceding the signing of the Arrangement Agreement, other than the proposals from Blackstone as described herein. The Special Committee did not consider purchase prices previously paid for Common Shares in the past two years. Any such purchases would have been made at the then-current market or trading prices of such Common Shares and do not necessarily reflect the present market value of the Common Shares.

- 39 -

Approval by a majority of the Company’s ‘unaffiliated security holders’, as defined in Rule 13e-3 under the U.S. Exchange Act, is not necessary for approval of the Arrangement. Such approval is not required by Canadian law and various safeguards and protective steps have been adopted to ensure the procedural fairness of the transactions contemplated by the Arrangement Agreement, including the fact that the consummation of the Arrangement requires the approval of a majority of the votes cast by Company Shareholders present or represented by proxy and entitled to vote at the Shareholder Meeting, excluding for this purpose votes attached to the Excluded Shares required to be excluded pursuant to MI 61-101, and the other procedural safeguards discussed above and in the section “Certain Legal Matters – Securities Law Matters – Application of MI 61-101 – Formal Valuation” and “Certain Legal Matters – Securities Law Matters – Application of MI 61-101 – Minority Approval”.

Recommendation and Reasons of the Unconflicted Company Board; Position of Tricon as to the Fairness of the Arrangement

The Unconflicted Company Board, acting upon the unanimous recommendation of the Special Committee, determined that the Arrangement is in the best interests of the Company and fair to the Company Shareholders (excluding Blackstone) and unanimously recommends that the Company Shareholders vote FOR the Arrangement Resolution.

Under the rules of the SEC governing “going private” transactions, the Company is required to express its belief as to the fairness of the Arrangement to the Company’s “unaffiliated security holders” as defined pursuant to Rule 13e-3 under the U.S. Exchange Act. The Unconflicted Company Board, on behalf of the Company, believes that the Arrangement is substantively and procedurally fair to the Company’s unaffiliated security holders.

The Unconflicted Company Board considered and relied upon the same factors and considerations that the Special Committee relied upon, as described above, and adopted as its own the Special Committee’s analysis and recommendations in their entirety. In addition, the Unconflicted Company Board identified a number of factors in respect of its unanimous recommendation that Company Shareholders vote FOR the Arrangement Resolution, including those set out below:

- 40 -

The Unconflicted Company Board concluded that the uncertainties, risks and potentially negative factors as identified by the Special Committee described above were outweighed by the potential benefits of the Arrangement. See “Special Factors – Recommendation of the Special Committee and the Unconflicted Company Board; Position of Tricon as to Fairness of the Arrangement – Recommendation and Reasons of the Special Committee”.

The foregoing discussion of the information and factors considered by the Special Committee and the Unconflicted Company Board is not intended to be exhaustive, but includes the material factors considered by the Special Committee and the Unconflicted Company Board in making their respective determinations and recommendations with respect to the Arrangement. The Special Committee and the Unconflicted Company Board did not consider it practicable to, and did not, quantify or attempt to assign specific weights to the factors considered in reaching their respective determinations and recommendations. Furthermore, individual members of the Special Committee and the Unconflicted Company Board may have weighed certain factors differently. The Special Committee and the Unconflicted Company Board did not reach any specific conclusion with respect to any of the factors or reasons considered, and the above factors are not presented in any order of priority. The foregoing discussion includes forward-looking information and readers are cautioned that actual results may vary. See “Forward-Looking Information”.

Compensation of the Special Committee

The Unconflicted Company Board has approved the following payments to the members of the Special Committee: (i) a fixed retainer of C$33,750 for each member, and (ii) the reimbursement of all reasonable expenses incurred in connection with their service as members of the Special Committee. Such payments are not conditional on completion of the Arrangement.

In recommending and approving the compensation structure, the Unconflicted Company Board considered, among other things, precedent compensation structures for special committees formed for purposes comparable to those for which the Special Committee was formed, the nature and scope of the privatization transaction proposed by Blackstone and the time expected to be required by the Special Committee members, and potential advantages and disadvantages of alternative compensation arrangements.

Scotia Capital Formal Valuation and Fairness Opinion

In making its recommendation that the Unconflicted Company Board determine that the Arrangement is in the best interests of the Company and fair to the Company Shareholders (excluding Blackstone), the Special Committee considered, among other things, the Scotia Capital Formal Valuation and Fairness Opinion prepared by Scotia Capital.

On January 18, 2024, at a meeting of the Special Committee, Scotia Capital rendered its oral formal valuation, subsequently delivered to the Special Committee in writing (the full text of which is attached hereto as Appendix “C”), in accordance with the requirements of MI 61-101 which concluded that, as of January 18, 2024, and based upon and subject to Scotia Capital’s analyses, assumptions, limitations and qualifications set forth in the Scotia Capital Formal Valuation and Fairness Opinion, the fair market value of a Common Share is in the range of $9.80 to $12.90 per Common Share.

- 41 -

Scotia Capital also provided its oral fairness opinion, subsequently delivered to the Special Committee in writing (the full text of which is attached hereto as Appendix “C”), to the effect that, as of January 18, 2024, and based upon and subject to Scotia Capital’s analyses, assumptions, limitations and qualifications set forth in the Scotia Capital Formal Valuation and Fairness Opinion, the Consideration to be received by the Company Shareholders (excluding Blackstone) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (excluding Blackstone).

MI 61-101 regulates certain transactions that raise the potential for conflicts of interest. The protections afforded by MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101) in which the interest of holders of equity securities may be terminated without their consent and where a “related party” (as defined in MI 61-101) (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, (ii) is a party to a “connected transaction” (as defined in MI 61-101) to the transaction, or (iii)(a) is entitled to receive a “collateral benefit” (as defined in MI 61-101) or (b) is entitled to receive a consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class. See “Certain Legal Matters – Securities Law Matters”.

Pursuant to MI 61-101, a formal valuation of the Common Shares is required since the Arrangement is a “business combination” within the meaning of MI 61-101, BREIT is a “related party” of the Company (as defined in MI 61-101), and BREIT and BREP X may be considered to be “joint actors” within the meaning of MI 61-101 in respect of the Arrangement. Consequently, the Special Committee retained Scotia Capital to provide it with a formal valuation of the Common Shares in accordance with the requirements of MI 61-101. See “Certain Legal Matters – Securities Law Matters”.

The Scotia Capital Formal Valuation and Fairness Opinion has been prepared in accordance with the disclosure standards for formal valuations and fairness opinions of the Canadian Investment Regulatory Organization (“CIRO”), but CIRO has not been involved in the preparation or review of the Scotia Capital Formal Valuation and Fairness Opinion.

The following summary of the Scotia Capital Formal Valuation and Fairness Opinion is qualified in its entirety by reference to the full text of the Scotia Capital Formal Valuation and Fairness Opinion attached to this Circular as Appendix “C”. The Scotia Capital Formal Valuation and Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Arrangement. The full text of the Scotia Capital Formal Valuation and Fairness Opinion sets out the assumptions made, procedures followed, information reviewed, matters considered, and limitations and qualifications on the review undertaken in connection with the Scotia Capital Formal Valuation and Fairness Opinion. Company Shareholders are urged to read the Scotia Capital Formal Valuation and Fairness Opinion carefully and in its entirety.

Mandate and Professional Fees

Scotia Capital, an investment dealer and wholly-owned subsidiary of The Bank of Nova Scotia (“BNS”), was first contacted regarding a potential transaction on October 5, 2023, and was subsequently engaged by the Special Committee pursuant to an engagement letter dated October 10, 2023 (the “Scotia Capital Engagement Agreement”) to prepare, if requested, a formal valuation of the Common Shares in accordance with MI 61-101 and, if requested, to provide to the Special Committee an opinion as to the fairness, from a financial point of view, of the Consideration to be received by the Company Shareholders (excluding Blackstone) pursuant to the Arrangement. Following several meetings with the Special Committee to discuss the proposed terms of the Arrangement and related matters, Scotia Capital delivered the Scotia Capital Formal Valuation and Fairness Opinion orally to the Special Committee on January 18, 2024, and subsequently in writing, the full text of which is attached hereto as Appendix “C” (the “Scotia Capital Formal Valuation and Fairness Opinion”). The form and content of the Scotia Capital Formal Valuation and Fairness Opinion were approved for release by a committee of professionals of Scotia Capital, each of whom is experienced in merger, acquisition, divestiture, opinion, valuation, and capital markets matters.

- 42 -

The terms of the Scotia Capital Engagement Agreement provide that Scotia Capital would receive a fixed fee upon delivery of Scotia Capital’s preliminary valuation analysis of the Common Shares in an amount equal to $2,000,000 and a fixed fee upon delivery of the Scotia Capital Formal Valuation and Fairness Opinion in an amount equal to $1,400,000. The fee payable to Scotia Capital pursuant to the Scotia Capital Engagement Agreement is not contingent, in whole or in part, on whether the Arrangement is completed or upon the conclusions reached by Scotia Capital in the Scotia Capital Formal Valuation and Fairness Opinion, and is not financially material to Scotia Capital. In addition, the Scotia Capital Engagement Agreement requires the Company to reimburse Scotia Capital for any reasonable out-of-pocket expenses incurred in fulfilling its engagement and to indemnify Scotia Capital in certain circumstances in respect of any liabilities that might arise out of its engagement.

Credentials and Independence of Scotia Capital

Scotia Capital constitutes the global corporate and investment banking and capital markets business of BNS, one of North America’s premier financial institutions. In Canada, Scotia Capital is one of the country’s largest investment banking firms with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. Scotia Capital has participated in a significant number of transactions involving private and public companies and has extensive experience in preparing formal valuations and fairness opinions, including in connection with transactions that are subject to the formal valuation requirements of MI 61-101.

The Special Committee determined that Scotia Capital is qualified and competent to provide the services under the Scotia Capital Engagement Agreement. In addition, the Special Committee determined that Scotia Capital is independent within the meaning of MI 61-101 of all Interested Parties (as defined below) to the Arrangement and is an independent valuator (as defined in MI 61-101) as required by MI 61-101. The Special Committee was advised that neither Scotia Capital nor any of its affiliated entities (as such term is defined for the purposes of MI 61-101): (i) have been engaged to provide any financial advisory services, nor has Scotia Capital or any of its affiliated entities participated in any financing, involving the Company, Blackstone, or any other interested party (as defined in MI 61-101) or any of their respective associated entities or affiliated entities (collectively, the “Interested Parties”) within the past two years, other than pursuant to the Scotia Capital Engagement Agreement and as described in the following paragraph; (ii) is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of any Interested Party; (iii) is acting as financial advisor to an Interested Party in connection with the Arrangement (other than pursuant to the Scotia Capital Engagement Agreement); (iv) is a manager or co-manager of a soliciting dealer group formed in respect with the Arrangement; (v) is a member of a soliciting dealer group formed in respect with the Arrangement performing services beyond the customary soliciting dealer’s function or receiving more than the per security holder fees payable to other members of the dealer group; (vi) has a material financial incentive in respect of the conclusions reached in the Scotia Capital Formal Valuation and Fairness Opinion; or (vii) has a material financial interest in the completion of the Arrangement.

In the past two years, other than pursuant to the Scotia Capital Engagement Letter, Scotia Capital or its affiliated entities provided the following financial services to the following Interested Parties: (i) in 2023, Scotia Capital acted as a financial advisor to Blackstone in the acquisition of a portfolio of real estate assets unrelated to the Arrangement; (ii) in 2023, Scotia Capital acted as a financial advisor to Blackstone in the sale of a real estate asset unrelated to the Arrangement; (iii) in 2022, Scotia Capital acted as a financial advisor to Blackstone in the acquisition of a portfolio of real estate assets unrelated to the Arrangement; (iv) Scotia Capital has provided financing as a participant in a consortium, or acted as sole lender to Blackstone in connection with transactions unrelated to the Arrangement, and (v) Scotia Capital has provided debt financing as a participant in a consortium to the Company. The fees paid to Scotia Capital or its affiliated entities, as applicable, in connection with the foregoing advisory activities from Blackstone totalled approximately $1,800,000, and, other than pursuant to the Scotia Capital Engagement Agreement, there were no fees paid to Scotia Capital or its affiliated entities, as applicable, in connection with the foregoing advisory activities from the Company. The fees paid were customary and are not, in the aggregate, financially material to Scotia Capital and its affiliated entities. There are no understandings, agreements or commitments between Scotia Capital and the Interested Parties with respect to any future business dealings. Scotia Capital may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for the Interested Parties. The information disclosed in this paragraph is based upon information provided by Scotia Capital.

- 43 -

In addition, BNS, of which Scotia Capital is a wholly-owned subsidiary, or one or more affiliates of BNS may provide banking or other financial services to one or more of the Interested Parties in the ordinary course of business. Scotia Capital acts as a trader and dealer, both as principal and agent, in the financial markets in Canada, the United States and elsewhere and, as such, it and BNS may have had and may have positions in the securities of the Interested Parties from time to time and may have executed or may execute transactions on behalf of such companies or clients for which it may have received or may receive compensation. As an investment dealer, Scotia Capital conducts research on securities and may, in the ordinary course of business, provide research reports and investment advice to its clients on investment matters, including with respect to the Interested Parties, or with respect to the Arrangement.

Prior Valuations

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have represented to Scotia Capital on behalf of the Company (and not in their personal capacities), that to the best of their knowledge, there have been no prior valuations (as defined in the MI 61-101) of the Company, its securities or its material assets prepared within the past twenty-four (24) months.

Summary of the Scotia Capital Formal Valuation and Fairness Opinion

The following summary is qualified in its entirety by the full text of the Scotia Capital Formal Valuation and Fairness Opinion attached to this Circular as Appendix “C”.

In preparing the Scotia Capital Formal Valuation and Fairness Opinion, Scotia Capital reviewed, considered and relied upon (without attempting to verify independently the completeness or accuracy of), among other things, the following:

- 44 -

Scotia Capital has not, to the best of its knowledge, been denied access by the Company to any information requested by Scotia Capital.

Assumptions and Limitations

With the Special Committee’s approval and as provided in the Scotia Capital Engagement Agreement, Scotia Capital has relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, documents, opinions, appraisals, valuations and representations obtained by it from public sources, or that was provided to Scotia Capital by the Company, and its associates and affiliates and advisors (collectively, the “Information”). The Scotia Capital Formal Valuation and Fairness Opinion are conditional upon the completeness, accuracy and fair presentation of the Information. Subject to the exercise of Scotia Capital’s professional judgment, Scotia Capital has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

Scotia Capital is not a legal, regulatory, accounting or tax expert and has relied on the assessments made by the Company and its other professional advisors with respect to such matters. Scotia Capital has assumed the accuracy and fair presentation of, and relied upon the Company’s audited financial statements and the reports of the auditors thereon. Scotia Capital has assumed that, to the extent the Information included forecasts, projections, estimates, budgets and other future-oriented financial information, they were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the matters covered thereby.

The Company’s CEO and CFO represented to Scotia Capital on behalf of the Company (and not in their personal capacities) in a certificate delivered as at January 18, 2024, among other things, that (a) the Company has no information or knowledge of any facts public or otherwise not specifically provided to Scotia Capital relating to the Company or any of its subsidiaries which would reasonably be expected to affect the Scotia Capital Formal Valuation and Fairness Opinion in any material respect; (b) with the exception of budgets, forecasts, projections or estimates referred to in (d), below, the Information supplied or otherwise made available to Scotia Capital orally by or on behalf of, or in the presence of, an officer of the Company, or in writing by or on behalf of the Company or any of its subsidiaries, in connection with the Scotia Capital Formal Valuation and Fairness Opinion is or, in the case of historical Information, was, at the date of preparation, true and accurate in all material respects, and no additional material, data or information would be required to make the Information not misleading in light of the circumstances in which it was prepared; (c) to the extent that any of the Information identified in (b), above, is historical, there have been no changes in material facts or new material facts since the date of such Information which have not been disclosed to Scotia Capital or updated by more current Information or data disclosed; and (d) any portions of the Information provided to Scotia Capital which constitute budgets, forecasts, projections or estimates were prepared using the assumptions identified therein, which, in the reasonable opinion of management of the Company, are (or were at the time of preparation and continue to be) reasonable in the circumstances and are not, in the reasonable belief of management of the Company, misleading in any material respect.

- 45 -

In preparing the Scotia Capital Formal Valuation and Fairness Opinion, Scotia Capital has made several assumptions, including that the final executed version of the Arrangement Agreement would be identical in all material respects to the most recent draft thereof reviewed by Scotia Capital, that the Arrangement will be consummated substantially in accordance with the terms set forth in the Arrangement Agreement without any waiver or amendment of any material terms or conditions. In addition, Scotia Capital has assumed that the conditions precedent to the completion of the Arrangement can be satisfied in due course, all required consents, permissions, exemptions or orders of relevant third parties or regulatory authorities will be obtained without materially adverse condition or qualification, and the procedures being followed to implement the Arrangement will comply with all applicable laws.

The Scotia Capital Formal Valuation and Fairness Opinion are rendered on the basis of the securities markets and economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company and its subsidiaries and affiliates, as they were reflected in the Information and as they have been represented to Scotia Capital in discussions with management of the Company and its representatives. In its financial analyses and in preparing the Scotia Capital Formal Valuation and Fairness Opinion, Scotia Capital made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Scotia Capital or any party involved in the Arrangement.

The Scotia Capital Formal Valuation and Fairness Opinion has been provided for the use and benefit of the Special Committee and the Company Board in connection with, and for the purpose of, the Special Committee’s consideration of the Arrangement. The Scotia Capital Formal Valuation and Fairness Opinion are not intended to be, and do not constitute, a recommendation to the Special Committee or the Company Board as to whether they should approve the Arrangement Agreement or recommend the Arrangement Resolution for approval by any Shareholder, or as to how any Shareholder should vote or act with respect to the Arrangement or any Common Shares. The Scotia Capital Formal Valuation and Fairness Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to the Company or the Company’s underlying business decision to effect the Arrangement.

Scotia Capital has based the Scotia Capital Formal Valuation and Fairness Opinion upon a variety of factors. Scotia Capital believes that its analyses must be considered as a whole and that selecting portions of its analyses and specific factors, without considering all factors and analyses together, could create a misleading view of the considerations underlying the Scotia Capital Formal Valuation and Fairness Opinion. The preparation of formal valuations and opinions are complex processes and are not necessarily susceptible to partial analyses or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

The following is a summary of the material financial analyses performed by Scotia Capital in connection with the Scotia Capital Formal Valuation and Fairness Opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Scotia Capital, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. This summary is qualified in its entirety by reference to the full text of the Scotia Capital Formal Valuation and Fairness Opinion attached to this Circular as Appendix “C”. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 18, 2024, and is not necessarily indicative of current market conditions.

Definitions and Approach to Fair Market Value

The valuation is based upon techniques and assumptions that Scotia Capital considered appropriate in the circumstances for the purpose of arriving at an opinion as to the range of fair market values of the Common Shares. Scotia Capital approached the valuation in accordance with MI 61-101, which, in the case of a “business combination” such as the Arrangement, requires the valuator to make a determination as to the “fair market value” of the affected securities (i.e., the Common Shares). MI 61-101 defines “fair market value” as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act. In accordance with MI 61-101, Scotia Capital made no downward adjustment to the fair market value of the Common Shares to reflect the liquidity of the Common Shares, the effect of the Arrangement, or whether or not the Common Shares held by Company Shareholders (excluding Blackstone) form part of a controlling interest.

In arriving at its opinion as to the fair market value (as defined in MI 61-101) of the Common Shares, Scotia Capital did not attribute any particular quantitative weighting to the individual valuation methodologies, but rather made qualitative judgments based upon its experience in rendering such opinions and on prevailing circumstances as to the significance and relevance of each valuation methodology. Fair market value of the Common Shares was analyzed on a going concern basis, as Tricon is expected to continue as a going concern, and expressed as an amount per Common Share.

- 46 -

Valuation Methodologies

In particular, the selection of comparable companies and comparable transactions is subjective and requires the exercise of professional judgment, informed by the independent valuator’s experience and expertise. In the context of the Scotia Capital Formal Valuation and Fairness Opinion, Scotia Capital prepared a discounted cash flow (referred to in this section as “DCF”) analysis and direct capitalization (referred to in this section as “Direct Capitalization”) analysis to value the single family rental portfolio (referred to in this section as “SFR Portfolio”) as part of the net asset value analysis approach (referred to in this section as “NAV Analysis”). Additionally, Scotia Capital also reviewed and considered the premiums / discounts to unaffected share price and consensus NAV from selected precedent transactions (referred to in this section as “Precedent Transaction Analysis”). Furthermore, Scotia Capital reviewed and considered forward trading multiples of funds from operations (referred to in this section as “FFO”) and premiums / discounts to consensus NAV involving selected publicly listed companies (referred to in this section as “Comparable Trading Analysis”). Lastly, as discussed below, Scotia Capital reviewed and considered valuation reference points informed by 52-week historical trading range and equity research analysts’ price targets, but did not rely on these analyses to arrive at its conclusion regarding the fair market value of the Common Shares. The following is a summary of the range of fair market values of the Common Shares resulting from the NAV Analysis, Precedent Transaction Analysis and the Comparable Trading Analysis.

Application of Valuation Methodologies to the Common Shares

NAV Analysis and Approach

The NAV approach ascribes a separate value for each asset and liability category, utilizing the methodology appropriate in each case. The sum of total assets less total liabilities equals NAV.

Scotia Capital has considered a variety of valuation techniques and, in its professional judgement, believes the NAV approach is the most appropriate methodology for estimating the “en bloc” value of the Common Shares.

For the purposes of determining the Company’s overall NAV, Scotia Capital separated the NAV into the following components:

SFR Portfolio

To value the SFR Portfolio, Scotia Capital utilized a DCF approach and a Direct Capitalization approach.

- 47 -

DCF Approach

Scotia Capital’s DCF analysis involved deriving a value range by discounting the projected unlevered free cash flows from the Company Forecasts (referred to in this section as “UFCF”) to a present value, using an appropriate weighted average cost of capital (referred to in this section as “WACC”) range of 9.0% – 10.0% as the discount rate. The WACC was calculated based on the Company’s cost of debt and cost of equity, weighted based upon an assumed optimal capital structure for Tricon. Tricon’s assumed optimal capital structure was determined based upon a review of the capital structures of comparable companies in the SFR sector, and the risks inherent in Tricon’s business and the real estate industry. The cost of debt was based on guidance from Company management to Scotia Capital. The Capital Asset Pricing Model (referred to in this section as “CAPM”) calculates the cost of equity based on the risk-free rate of return (referred to in this section as the “Risk Free Rate”), the volatility of equity prices relative to a benchmark (referred to in this section as “Beta”), and the equity risk premium (referred to in this section as “Equity Risk Premium”). Scotia Capital selected a range of unlevered Betas based on comparable companies that have risks similar to Tricon in the SFR sector. The selected unlevered Beta was levered using the assumed optimal capital structure and used to calculate the cost of equity.

The following is a summary of the assumptions and calculations used to estimate WACC for Tricon: