Centerspace

1. 1

   IRT Issuance Proposal

   ManagementBoard: FOR

   Approve the issuance of IRT common stock in connection with the Company Merger and related Partnership Merger transactions, including shares issuable upon redemption or conversion of related operating partnership units and preferred units.

   More detail

   The proposal asks IRT stockholders to approve the issuance of IRT common stock required to implement the announced combination with Centerspace. The issuance covers shares delivered to CSR shareholders under the fixed 3.800 exchange ratio. It also encompasses IRT common stock that may become issuable upon redemption or conversion of IROP common units and preferred units issued in the Partnership Merger. IRT expects to issue approximately 64.16 million shares in connection with the transactions. That amount exceeds 20% of IRT's pre-transaction shares outstanding. NYSE rules therefore require stockholder approval before the issuance can occur. Approval is also an express condition to closing the Mergers, so failure would prevent the transaction. The IRT Board unanimously determined the transaction and issuance to be advisable and in shareholders' best interests, citing strategic scale, geographic diversification, liquidity, operating efficiencies and expected accretion. The board unanimously recommends a vote FOR the proposal.

2. 2

   IRT Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the IRT special meeting, if necessary or appropriate, to solicit additional proxies for the IRT Issuance Proposal if sufficient votes are not available at the meeting.

   More detail

   The proposal authorizes adjournment of the IRT special meeting if additional time is needed to obtain votes for the IRT Issuance Proposal. It is a procedural measure rather than an approval of the Mergers themselves. The adjournment may be used when the votes present at the meeting are insufficient to approve the stock issuance. Management seeks this authority to permit further solicitation from stockholders who have not yet voted or who may reconsider their votes. The proposal does not alter the exchange ratio, transaction structure or substantive rights of IRT stockholders. It is not a closing condition to the Mergers, unlike the Issuance Proposal. Approval requires a majority of votes cast, assuming the applicable meeting procedures and quorum requirements are satisfied. The IRT Board unanimously recommends voting FOR because adjournment could help secure the required approval and avoid an outcome based solely on insufficient participation.

3. 3

   CSR Merger Proposal

   ManagementBoard: FOR

   Approve the Company Merger of CSR with and into IRT Merger Sub on the terms and subject to the conditions of the Merger Agreement.

   More detail

   The proposal asks CSR shareholders to approve the Company Merger under which CSR will merge with and into IRT Merger Sub, a wholly owned subsidiary of IRT. CSR's separate existence will cease, while IRT Merger Sub will survive as an IRT subsidiary. The transaction is paired with an immediately subsequent Partnership Merger involving CSR OP and IRT OP Merger Sub. CSR shareholders would receive IRT common stock at a fixed exchange ratio of 3.800 shares per CSR share, with cash in lieu of fractional shares. The exchange ratio is not adjusted for ordinary market-price changes, so the value received will fluctuate with IRT's stock price. Approval is a condition to closing and requires the affirmative vote of a majority of CSR's outstanding shares entitled to vote. CSR's board cited the premium, increased scale, geographic diversification, stronger balance sheet, liquidity and expected synergies as reasons to favor the transaction. It also considered the risks of execution, dilution, market-price declines and possible alternatives before unanimously recommending a vote FOR.

4. 4

   CSR Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the merger-related compensation that may be paid or become payable to CSR's named executive officers.

   More detail

   The proposal asks CSR shareholders to approve the merger-related compensation arrangements for CSR's named executive officers. The vote covers cash severance, annual incentive payments, accelerated or converted equity awards and specified benefits described under Item 402(t) of Regulation S-K. The disclosed amounts are approximately $9.17 million for Anne Olson and $3.45 million for Bhairav Patel under the filing's assumptions. Some benefits are single-trigger, particularly certain incentive and equity-award payments, while severance and benefit continuation generally require a qualifying termination. The proposal is mandated by SEC rules governing merger-related executive compensation disclosures and votes. It is expressly advisory and non-binding, so rejection would not prevent the Mergers or necessarily prevent payment of the compensation. Approval is not a condition to consummation and has no direct effect on the merger consideration. The CSR Board was aware of the officers' differing interests and considered them in approving the transaction. It nevertheless unanimously recommends voting FOR the proposal.

5. 5

   CSR Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the CSR special meeting, if necessary or appropriate, to solicit additional proxies or votes for the CSR Merger Proposal.

   More detail

   The proposal would authorize one or more adjournments of the CSR special meeting for additional solicitation of votes. Its purpose is limited to obtaining further proxies or votes in favor of the CSR Merger Proposal. The measure is procedural and does not itself approve the Company Merger or alter its terms. Management may use it if the number of votes supporting the Merger Proposal is insufficient at the scheduled meeting. The proposal can provide time to contact shareholders who have not voted or to obtain revised voting instructions. Approval is not a condition to closing the Mergers. The required vote is a majority of votes cast at the CSR special meeting. CSR also retains separate authority under its bylaws and North Dakota law to adjourn or postpone in specified circumstances. The CSR Board unanimously recommends voting FOR because preserving the ability to solicit additional support may help achieve the required merger approval.

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When is the Centerspace 2026 special meeting?

Centerspace (CSR) holds its 2026 special shareholder meeting on Tuesday, November 10, 2026.

What is the record date for the Centerspace 2026 meeting?

The record date for the Centerspace 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Centerspace 2026 meeting?

Shareholders will vote on 5 proposals at the Centerspace 2026 meeting, each tagged with who proposed it and the board's recommendation.