DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

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“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions; “NI 52-110” means National Instrument 52-110 – Audit Committees; “NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices; “Non-Competition Agreement” means the non-competition agreement dated August 3, 2011 between DRC and the REIT, as described under “Real Estate Management and Advisory Services – Non- Competition Agreement”; “Notes” means the promissory notes, bonds, debentures, debt securities or similar evidences of indebtedness issued by an individual, body corporate, partnership, limited partnership, joint venture, trust or unincorporated organization, the Crown or any agency or instrumentality thereof, or any other entity recognized by law, including, without limitation, Dundee LP; “October 2003 Proposals” means draft proposed amendments to the Tax Act relating to the deductibility of losses, released by the Department of Finance (Canada) for public consultation on October 31, 2003; “OBCA” means the Ontario Business Corporations Act, as amended from time to time; “Offeror” means any person making a take-over bid for REIT Units; “participants” has the meaning given to the term under “Description of the Debentures – Book-entry, Delivery and Form”; “Person” includes an individual, body corporate, partnership, limited partnership, joint venture, trust or unincorporated organization, the Crown or any agency or instrumentality thereof, or any other entity recognized by law; “Plans” means collectively, trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, tax-free savings accounts and registered education savings plans under the Tax Act; “Property Management Agreement” means the property and facility management agreement between the Dundee FCPs and DP Real Estate, as described under “Real Estate Management and Advisory Services – Property Management”; “Put Date” means the date which is 30 days following the giving of notice to holders of Debentures of a Change of Control; “Put Price” means the price equal to 101% of the principal amount of the Debentures; “Reallocation Agreement” means the reallocation agreement dated July 22, 2011, as amended, between Lorac, Sub-Fund I and the Dundee FCPs, as described under “Agreements Relating to Our Acquisition of the Initial Properties – Reallocation Agreement”; “Reallocation Consideration” means €736 million, subject to adjustments as set out in the Reallocation Agreement; “Record Date” means the record date for the payment of interest on the Debentures, being July 15 and January 15 in each year; 8
“Redemption Date” has the meaning given to that term under “Declaration of Trust and Description of REIT Units – Unit Redemption Right”; “Redemption Price” has the meaning given to that term under “Declaration of Trust and Description of REIT Units – Unit Redemption Right”; “REIT” means Dundee International Real Estate Investment Trust, an unincorporated open-ended real estate investment trust formed on April 21, 2011 under the laws of the Province of Ontario, as described under “The REIT”; “REIT Units” means, collectively, Units and Special Trust Units; “Related Party” means, with respect to any person, a person who is a “related party”, as that term is defined in MI 61-101, as such rule may be amended from time to time (and including any successor rule or policy thereto); “Renewal Terms” has the meaning given to that term under “Real Estate Management and Advisory Services – Asset Management”; “RETT” means German real estate transfer tax (Grunderwerbsteuer); “SEDAR” means the System for Electronic Documents Analysis and Retrieval; “Senior Indebtedness” has the meaning given to that term under “Description of the Debentures – Subordination”; “SIF” means a specialised investment fund (Fonds d’investissement spécialisé) under the 2007 Act; “SIFT” means a specified investment flow-through trust or partnership for the purpose of the Tax Act; “SIFT Rules” means the provisions of the Tax Act that apply to a SIFT, taking into account all proposed amendments to such rules; “Special Trust Units” means units of interest in the REIT (other than Units) authorized and issued under the Declaration of Trust to a holder of securities which are exchangeable for Units, including the Exchangeable Notes; “Subsidiary” has the meaning given to that term in NI 45-106; “Subsidiary Securities” means the Notes or other securities of Dundee LP or such other notes or securities of a Subsidiary of Dundee LP as the Trustees may determine from time to time; “Sub-Fund I” means Lorac, acting as management company in its own name but for the account of Sub- Fund I, a sub-fund of Lorac Investment Fund, an umbrella FCP structured as a SIF under article 71 of the 2007 Act unless the context is clear that Sub-Fund I refers to Sub-Fund I itself; “Tax Act” means the Income Tax Act (Canada), as amended from time to time, and the Income Tax Regulations (Canada), as amended from time to time, as applicable; “Term” has the meaning given to that term under “Real Estate Management and Advisory Services – Asset Management”; “Total Put Price” means the Put Price plus accrued and unpaid interest up to but excluding the Put Date; 9
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 and 10: “Event of Default” has the mean
Page 11: “Liability Cap” has the meaning
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
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In light of the uncertainty describ
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Dundee FCP Unitholders from the Dun
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Risks inherent in the real estate i
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environmental hazards on our proper
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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
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eason. The Asset Management Agreeme
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We may not be able to manage intern
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subject to the discretion of the Tr
Page 91 and 92:
securities, cash or property into w
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transaction, that has materially af
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PURPOSE SCHEDULE A DUNDEE INTERNATI
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AUDIT RESPONSIBILITIES OF THE COMMI
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(a) the quality, appropriateness an
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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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