Boardwalk Adopts Shareholder Rights Plan.

Business Editors

CALGARY, Alberta--(BUSINESS WIRE)--Dec. 24, 2001

Boardwalk Equities Inc. (NYSE:BEI) (TSE:BEI.) announced today that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan").

The Rights Plan is effective immediately, is subject to regulatory approval and will be submitted to shareholders for approval at the upcoming annual meeting of Boardwalk, to be held in Calgary in Spring, 2002.

The Rights Plan is designed to address concerns that Canadian securities legislation does not allow sufficient time for the board of directors to properly consider a take-over bid or for the board of directors to seek alternatives to a take-over bid to maximize shareholder value; encourage the fair treatment of shareholders in connection with any take-over bid; and require that all shareholders be treated equally in any transaction involving a change of control. In recent years, shareholder rights plans have been adopted by many Canadian companies and the terms of such plans have evolved to reflect changes in investor attitudes, standards of corporate governance, requirements of securities regulatory authorities and the views of third party commentators. Boardwalk's Board of Directors believes that the Rights Plan which was adopted reflects this evolution.

The Rights Plan was not implemented in response to any proposals, inquiries or expressions of interest received from any third party and the Company is not aware of any specific take-over bid that has been made or is contemplated. It is not the intention of the Rights Plan to prevent take-over bids. Under the Rights Plan, those bids that meet certain requirements intended to protect the interests of shareholders are considered to be "Permitted Bids." A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws, remain open for 60 days, be made to all holders of record of common shares, and satisfy certain other conditions.

Under the Rights Plan, the Company has issued one right in respect of each common share of the Company's holders of record at 5:00 p.m. (Toronto time) on January 3, 2002. The rights issued under the Rights Plan become exercisable when a person, together with any party related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the rights plan or without approval of Boardwalk's Board of Directors. Should such an acquisition occur, rights holders, other than the acquiring person and related persons, can purchase common shares of the Company at a substantial discount to market price.

Commenting on the adoption of the Rights Plan, Sam Kolias, President and CEO, Boardwalk Equities Inc., said "The Board considered that it was prudent to adopt a shareholder rights plan, at this time, in order to protect the rights of all shareholders. The rights plan is similar to plans adopted recently by a number of other Canadian companies."

"Our principal objective," Mr. Kolias said, "remains to continue to focus on providing customer value, enhancing our portfolio value and building long-term value for our shareholders."

A material change report containing a complete copy of the Rights Plan is being filed with the applicable provincial securities regulatory authorities. A complete copy of the Boardwalk Shareholder Rights Plan will be available through SEDAR and through the Investor section (http://investor.bwalk.com) of the Boardwalk website at www.bwalk.com. It can also be obtained by contacting the Investor Relations Director of Boardwalk.

Corporate Profile

Boardwalk Equities Inc. is Canada's largest owner/operator of multi-family rental properties. Boardwalk currently owns and operates in excess of 200 properties with over 25,800 units totaling over 21 million net rentable square feet. The Company's portfolio is concentrated in the provinces of Alberta, Saskatchewan and Ontario. Boardwalk is headquartered in Calgary and its shares are listed on both the Toronto Stock Exchange and the New York Stock Exchange and trade under the symbol BEI. The Company has a total market capitalization of $1.6 billion.

Additional information is available at Boardwalk's web site at www.bwalk.com. Recent investor information can be found on the Internet at http://investor.bwalk.com/.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements are statements that involve risks and uncertainties, including, but not limited to, changes in the demand for apartment and town home rentals, the effects of economic conditions, the impact of competition and competitive pricing, the effects of the Company's accounting policies and other matters detailed in the Company's filings with Canadian and United States securities regulators available on SEDAR in Canada and by request through the Securities and Exchange Commission in the United States, including matters set forth in the Company's Annual Report to Shareholders under the heading "Management's Discussion and Analysis". Because of these risks and uncertainties, the results, expectations, achievements, or performance described in this release may be different from those currently anticipated by the Company.