DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

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“Fixtures Purchase Agreement” means the Fixtures Purchase Agreement dated August 3, 2011 between Caroline Fixtures and Dundee Fixtures; “Framework Agreement” means the Framework Agreement dated May 18, 2011 between DRC, the REIT, Dundee Lux Holdco, Lorac, Sub-Fund I, Caroline Holdings, Caroline Fixtures and LSF, as amended, as described under “Agreements Relating to Our Acquisition of the Initial Properties – Framework Agreement”; “GDR” means German Democratic Republic (Deutsche Demokratische Republik); “German VAT” means value added tax pursuant to the German Value Added Tax Act (Umsatzsteuergesetz or UStG) as published on February 21, 2005, and as amended from time to time; “GLA” means gross leasable area, but excludes gross leasable area resulting from parking space, where applicable; “Global Debentures” means Debentures issued in the form of fully-registered global Debentures; “GRI” means all income from a property less the amount of operating and other costs recovered from the tenants of such property pursuant to their respective leases; “Hudson Advisors Germany” means Hudson Advisors Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany, the sub-asset manager of Hudson Advisors Lux; “Hudson Advisors Lux” means Hudson Advisors Luxembourg S.à r.l., a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg, the asset manager of Sub- Fund I; “IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants in Part I of The Canadian Institute of Chartered Accountants Handbook – Accounting, as amended from time to time; “Independent Trustees” has the meaning given to that term under “Trustees and Executive Officers – Governance and Board of Trustees”; “Indemnified Claims” has the meaning given to that term under “Agreements Relating to Our Acquisition of the Initial Properties – Reallocation Agreement”; “Initial Properties” means the income-producing properties we acquired on August 3, 2011, as set out in Schedule B; “Initial Term” has the meaning given to that term under “Real Estate Management and Advisory Services – Asset Management”; “Interest Payment Date” means July 31 and January 31 in each year; “IPO Prospectus” means the prospectus of the REIT dated July 21, 2011, which was filed with the securities regulatory authority in each of the provinces of Canada and is available on SEDAR at www.sedar.com; “Landlord” means Lorac for the account of the Dundee FCPs; 6
“Liability Cap” has the meaning given to that term under “Agreements Relating to Our Acquisition of the Initial Properties – Reallocation Agreement”; “Lone Star” means, collectively, Lone Star Real Estate Fund (U.S.) L.P., and Lone Star Real Estate Fund (Bermuda), L.P.; “Lorac” means Lorac Investment Management S.à r.l., a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg, which, is owned, as to 50%, by Dundee Lux Holdco and, as to 50%, by Caroline Holdings and which, according to the Dundee FCPs and its corporate purpose, is entitled to act in its own name as management company but for the account of Lorac Sub-Fund I Investment Fund and the Dundee FCPs respectively; “Lorac Governance Rules” means the Lorac governance rules, as described in “Agreements Relating to Our Acquisition of the Initial Properties – Lorac Shareholders’ Agreement”; “Lorac Investment Fund” means Lorac acting in its own name but for the account of Lorac Investment Fund, an umbrella FCP structured as a SIF under article 71 of the 2007 Act unless the context requires to refer to Lorac Investment Fund itself; “Lorac Share Purchase Agreement” means the share purchase agreement dated July 22, 2011 between Caroline Holdings and Dundee Lux Holdco, as described in “Agreements Relating to Our Acquisition of the Initial Properties – Lorac Share Purchase Agreement”; “Lorac Shareholders” means Dundee Lux Holdco and Caroline Holdings as described under “Agreements Relating to Our Acquisition of the Initial Properties – Lorac Shareholders’ Agreement”; “Lorac Shareholders’ Agreement” means the shareholders agreement dated July 22, 2011 between Dundee Lux Holdco and Caroline Holdings, as described under “Agreements Relating to Our Acquisition of the Initial Properties – Lorac Shareholders’ Agreement”; “LP Units” means the units of Dundee LP; “LSF” means LSF REIT Holdings S.à r.l., a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg; “LS Lease Agreement” means the lease agreement dated July 22, 2011 between the Dundee FCPs and the LS Tenant, as described under “Agreements Relating to Our Acquisition of the Initial Properties – LS Lease Agreement”; “LS Parties” means Lorac, Sub-Fund I, Caroline Holdings, Caroline Fixtures and LSF; “LS Tenant” means Caroline Real Estate Holding Luxembourg S.à r.l., a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg; “Luxembourg” means the Grand Duchy of Luxembourg; “market price” has the meaning given to that term under “Declaration of Trust and Description of REIT Units – Unit Redemption Right”; “Maturity Date” means July 31, 2018; “MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders; 7
Page 1 and 2: DUNDEE INTERNATIONAL REAL ESTATE IN
Page 3 and 4: TABLE OF CONTENTS (continued) REAL
Page 5 and 6: GLOSSARY OF TERMS When used in this
Page 7 and 8: “Debentures” means the 5.5% Deb
Page 9: “Event of Default” has the mean
Page 13 and 14: “Redemption Date” has the meani
Page 15 and 16: GENERAL We provide investors with t
Page 17 and 18: OUR STRUCTURE The following chart i
Page 19 and 20: GENERAL DEVELOPMENT OF THE BUSINESS
Page 21 and 22: Objectives We are committed to: DES
Page 23 and 24: Competitive Conditions A descriptio
Page 25 and 26: The table below highlights the geog
Page 27 and 28: The following is a summary of other
Page 29 and 30: in Initial Properties which are loc
Page 31 and 32: instrument to cap 10% of the Facili
Page 33 and 34: The following table sets forth, as
Page 35 and 36: Individual Bankruptcies None of our
Page 37 and 38: Committees of the Board of Trustees
Page 39 and 40: incentive programs; (c) assessing t
Page 41 and 42: performance of their duties for whi
Page 43 and 44: Management Agreement or such other
Page 45 and 46: outstanding with respect to all rec
Page 47 and 48: 6. Subsidiaries of the REIT and the
Page 49 and 50: DISTRIBUTION POLICY The following o
Page 51 and 52: all its property; or carrying out a
Page 53 and 54: 1. 90% of the “market price” of
Page 55 and 56: Book-Based System for Units; No Cer
Page 57 and 58: Convertible Debentures The Debentur
Page 59 and 60: Interest Payment Election Unless an
Page 61 and 62:
(b) a holder of Debentures, to exer
Page 63 and 64:
such Global Debenture as shown on t
Page 65 and 66:
the terms of these agreements in th
Page 67 and 68:
issued and outstanding shares of Lo
Page 69 and 70:
In light of the uncertainty describ
Page 71 and 72:
Dundee FCP Unitholders from the Dun
Page 73 and 74:
Risks inherent in the real estate i
Page 75 and 76:
environmental hazards on our proper
Page 77 and 78:
condition, our ability to make dist
Page 79 and 80:
Changes in government regulations m
Page 81 and 82:
Tax Act. The calculation of FAPI of
Page 83 and 84:
under the Debentures should current
Page 85 and 86:
eason. The Asset Management Agreeme
Page 87 and 88:
We may not be able to manage intern
Page 89 and 90:
subject to the discretion of the Tr
Page 91 and 92:
securities, cash or property into w
Page 93 and 94:
transaction, that has materially af
Page 95 and 96:
PURPOSE SCHEDULE A DUNDEE INTERNATI
Page 97 and 98:
AUDIT RESPONSIBILITIES OF THE COMMI
Page 99 and 100:
(a) the quality, appropriateness an
Page 101 and 102:
27. The Committee shall receive and
Page 103 and 104:
December 31, 2011 City State GLA (s
Page 105 and 106:
Page 107 and 108:
Page 109:
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