InnVest Real Estate Investment : REIT Announces Unitholder Approval of Plan of Arrangement and Update on Debentureholder Meetings

2b46b6d8-4328-4d0c-8662-ae9b7dd34302.pdf For Immediate Release INNVEST REAL ESTATE INVESTMENT TRUST ANNOUNCES UNITHOLDER APPROVAL OF PLAN OF ARRANGEMENT AND UPDATE ON DEBENTUREHOLDER MEETINGS Toronto, Canada (June 28, 2016) - InnVest Real Estate Investment Trust ("InnVest") (TSX:INN.UN) is pleased to announce that all of the resolutions considered at its annual and special meeting of unitholders held on June 28, 2016 (the "Meeting") were passed.

In particular, the previously announced plan of arrangement (the "Arrangement") pursuant to which Bluesky Hotels and Resorts Inc. has agreed to acquire all of the issued and outstanding units of InnVest for $7.25 in cash per unit was overwhelmingly approved by unitholders. Approximately 70% of InnVest's units were represented at the meeting in person or by proxy, 99.71% of which were voted in favour of the Arrangement.

InnVest will apply for a final order of the Alberta Superior Court of Justice (Commercial List) for approval of the Arrangement on June 29, 2016. The Commissioner of Competition has reviewed the Arrangement, and has issued an Advance Ruling Certificate pursuant to section 102 of the Competition Act. The closing of the Arrangement remains subject to court approval, Canadian regulatory approvals under the Investment Canada Act and the satisfaction or waiver of other customary closing conditions. Assuming receipt of such approvals and the satisfaction or waiver of all other conditions to closing, InnVest expects that the Arrangement will close in the third quarter of 2016.

The voting results of all unitholder resolutions at the Meeting are set forth below. InnVest will file a report of voting results on its SEDAR profile at www.sedar.com.

Postponed Meeting of holders of Series G Debentures

InnVest announced today that it has revised the resolution amending the trust indenture (as supplemented) governing the 6.25% convertible unsecured subordinated debentures due March 31, 2019 (the "Series G Debentures") to allow for the redemption of the Series G Debentures at a price of 107.5% (rather than 104% as originally proposed) of the aggregate principal amount thereof, plus accrued (but unpaid) interest thereon, on or about the date of the closing of the Arrangement (the "Amended Resolution").

In order to allow holders of the Series G Debentures ("Series G Debentureholders") sufficient time to consider the increase in the redemption price as set out in the Amended Resolution, InnVest has postponed the meeting of holders of the Series G Debentures to Monday, July 18, 2016 at 12:00 p.m. (Toronto time) (the "Series G Meeting"). The record date for determining the holders of the Series G Debentures entitled to receive notice of and vote at the Series G Meeting remains May 24, 2016.

In connection with InnVest increasing the redemption price for the Series G Debentures, significant Canadian institutional investors holding, in the aggregate approximately $14 million in principal amount of Series G Debentures, representing approximately 16% of the Series G Debentures entitled to vote at the Series G Meeting have agreed to vote in favour of the Amended Resolution.

Details regarding the Amended Resolution and the Series G Meeting are expected to be sent to the holders of Series G Debentures in the coming days, will be posted on InnVest's SEDAR profile at www.sedar.com and will supplement and amend the management information circular of InnVest dated May 30, 2016 originally sent to holders of Series G Debentures and that is currently available on SEDAR.

Voting Information for Series G Debentureholders

The Series G Meeting will now be held on Monday, July 18, 2016 at 12:00 p.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP located at Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4.

As a Series G Debentureholder, if you have not voted or have voted against the originally proposed resolution, your immediate attention is required. Series G Debentureholders who previously voted FOR the originally proposed indenture amendments will not need to take any further action in order to have their vote counted in favour of the Amended Resolution. Series G Debentureholders who previously voted and who now would like to change their vote as it applies to the Amended Resolution can do so by completing their voting instruction form in accordance with the instructions provided therein. Series G Debentureholders are encouraged to vote as soon as practicable, and in any event no later than the proxy cut off of at 12:00 p.m. (Toronto time) on Thursday, July 14, 2016.

Debentureholders who have any questions about the information contained in the management information circular or require assistance with voting should contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to [e-mail].

Adjourned Meetings of holders of Series E and Series F Debentures

Holders of Series E Debentures

InnVest also announced today that the quorum requirement was not met for the meeting of the 6.00% convertible unsecured subordinated debentures due September 30, 2017 (the "Series E Debentures") and as a result, in accordance with the terms of the indenture governing the Series E Debentures, the meeting has been adjourned to Monday, July 18, 2016 at 10:00 a.m. (Toronto time). The adjourned meeting will be held at the offices of Norton Rose Fulbright Canada LLP located at Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4.

At such adjourned meeting, in accordance with the terms of the indenture governing the Series E Debentures, the holders of Series E Debentures then present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called. The record date for determining the holders of Series E Debentures entitled to receive notice of and vote at the adjourned meeting remains May 24, 2016.

A notice of adjourned meeting is expected to be sent to the holders of Series E Debentures in the coming days, and will be posted on InnVest's SEDAR profile at www.sedar.com. Holders are referred to the management information circular of InnVest dated May 30, 2016 originally sent to holders of Series E Debentures and that is currently available on SEDAR.

Voting Information for Series E Debentureholders

Series E Debentureholders who previously voted in respect of the indenture amendments do not need to take any further action in order to have their vote counted at the adjourned meeting. Series E Debentureholders who wish to vote may do so no later than the proxy cut-off for the adjourned meeting of 10:00 a.m. (Toronto time) on Thursday, July 14, 2016.

Debentureholders who have any questions about the information contained in the management information circular or require assistance with voting should contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to [e-mail].

Holders of Series F Debentures

InnVest also announced today that the quorum requirement was not met for the meeting of the 5.75% convertible unsecured subordinated debentures due March 31, 2018 (the "Series F Debentures") and as a result, in accordance with the terms of the indenture governing the Series F Debentures, the meeting has been adjourned to Monday, July 18, 2016 at 11:00 a.m. (Toronto time). The adjourned meeting will be held at the offices of Norton Rose Fulbright Canada LLP located at Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4.

At such adjourned meeting, in accordance with the terms of the indenture governing the Series F Debentures, the debentureholders then present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called. The record date for determining the holders of Series F Debentures entitled to receive notice of and vote at the adjourned meeting remains May 24, 2016.

A notice of adjourned meeting is expected to be sent to the holders of Series F Debentures in the coming days, and will be posted on InnVest's SEDAR profile at www.sedar.com. Holders are referred to the management information circular of InnVest dated May 30, 2016 originally sent to holders of Series F Debentures and that is currently available on SEDAR.

Voting Information for Series F Debentureholders

Series F Debentureholders who previously voted in respect of the indenture amendments do not need to take any further action in order to have their vote counted at the adjourned meeting. Series F Debentureholders who wish to vote may do so no later than the proxy cut-off for the adjourned meeting of at 11:00 a.m. (Toronto time) on Thursday, July 14, 2016.

Debentureholders who have any questions about the information contained in the management information circular or require assistance with voting should contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to [e-mail].

Voting Results of Annual and Special Meeting of Unitholders

1. Approval of Plan of Arrangement

   As noted above, the Arrangement was overwhelmingly approved by unitholders. Votes were cast on this matter as follows:

   Votes For	%	Votes Against	%
   93,592,812	99.71	271,560	0.29

2. Election of Trustees

   The following seven nominees listed in InnVest's management information circular dated May 26, 2016, were elected to serve as Trustees of InnVest until the close of the next annual meeting of unitholders or until their successors are elected or appointed. Votes were cast on this matter as follows:

   Name	Votes For	%	Withheld	%
   Edward W. Boomer	93,652,820	99.77	211,552	0.23
   Andrew C. Coles	93,678,504	99.80	185,868	0.20
   Heather-Anne Irwin	93,385,519	99.49	478,853	0.51
   Jon E. Love	93,402,574	99.51	461,798	0.49
   Robert McFarlane	80,491,712	85.75	13,372,660	14.25
   Edward Pitoniak	91,576,535	97.56	2,287,837	2.44
   Robert Wolf	93,650,496	99.77	213,876	0.23

3. Appointment of Auditors

Deloitte LLP was appointed as auditors of InnVest until the close of the next annual meeting of unitholders, and the Trustees were authorized to fix the remuneration of the auditors. Votes were cast on this matter as follows:

Votes For	%	Withheld	%
94,039,669	99.87	121,684	0.13

TRUST PROFILE

InnVest Real Estate Investment Trust is an unincorporated open-ended real estate investment trust which owns a portfolio of 109 hotels across Canada representing over 14,500 guest rooms operated under internationally recognized brands. InnVest also holds a 50% interest in Choice Hotels Canada Inc., one of the largest franchisors of hotels in Canada. InnVest's units and convertible debentures trade on the Toronto Stock Exchange (the "TSX") under the symbols INN.UN, INN.DB.E, INN.DB.F and INN.DB.G.