NexPoint SFR OP issues $11M in 7.5% convertible notes; shareholders reject share issuance to Adviser

On June 13, 2023, Highland Income Fund (the “Fund”), a fund managed by an affiliate of NexPoint Real Estate Advisors X, L.P., the external adviser (the “Adviser”) of NexPoint Diversified Real Estate Trust (the “Company”), loaned $11 million to NexPoint SFR Operating Partnership, L.P. (the “SFR OP”) in exchange for $11 million of 7.50% convertible notes of the SFR OP (the “SFR OP Convertible Notes”).

5. Ratification of the appointment of KPMG LLP as the Company ’ s independent registered public accounting firm for 2023 . The appointment was ratified. Votes For Votes Against Abstentions Broker Non-Votes 31,986,622 416,545 1,082,931 0

3. Approval, on an advisory basis, of the compensation of the Company ’ s named executive officers . The compensation of the Company’s named executive officers was approved. Votes For Votes Against Abstentions Broker Non-Votes 17,277,776 3,769,671 952,734 11,485,917

2. Approval of the potential issuance of up to 6,000,000 of the Company ’ s common shares to the Adviser, which may exceed five percent of the common equity or the voting power of the Company prior to such issuance. The issuance of up to 6,000,000 of the Company’s shares to the Adviser pursuant to the Advisory Agreement was not approved. Votes For Votes Against Abstentions Broker Non-Votes 9,976,459 11,345,282 678,439 11,485,917

4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company ’ s named executive officers . The frequency of every “one year” was approved. 1 Year 2 Years 3 Years Abstentions 20,502,802 152,361 373,508 971,510 Consistent with the shareholder vote, the Company’s board of trustees determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next shareholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

1. Election of trustees . The following trustees were elected for terms expiring at the 2024 annual meeting of shareholders: Votes For Votes Withheld Broker Non-Votes James Dondero 18,122,963 3,877,218 11,485,917 Brian Mitts 17,960,049 4,040,132 11,485,917 Edward Constantino 14,089,773 7,910,408 11,485,917 Scott Kavanaugh 13,098,413 8,901,768 11,485,917 Arthur Laffer 18,385,494 3,614,687 11,485,917 Carol Swain 18,602,667 3,397,514 11,485,917 Catherine Wood 13,268,393 8,731,788 11,485,917