DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

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When we refer to Deutsche Post as being the lessee or the tenant of the Initial Properties, we are referring to DPI, which is a wholly-owned Subsidiary of Deutsche Post. Deutsche Post has provided a letter of support with respect to DPI and its ability to carry out its obligations under leases for the Initial Properties. See “Real Estate Portfolio”. This AIF may contain information about the German economy or market obtained from publiclyavailable sources. In addition, this AIF includes information regarding Deutsche Post, Deutsche Postbank and Deutsche Telekom that has been obtained from publicly available sources. Although we believe this information is reliable, the accuracy and completeness of this information is not guaranteed. We have not independently verified this information and make no representation as to its accuracy. All information in this AIF set out with respect to occupancy rates, expiry dates, average contract rent and premium of market rent over contract rent of our properties does not give effect to the rent supplement described in this AIF. Where we refer to the term “market rent”, we have estimated market rent through reference to recent leasing activity in the market, leasing interest in our properties and publicly available market research. In this AIF, references to “$”, “dollars” or “Canadian dollars” are to Canadian dollars and references to “€” or “Euros” are to Euros. Amounts are stated in Canadian dollars unless otherwise indicated. Unless otherwise specified, all information in this AIF is presented as at December 31, 2011. 12
OUR STRUCTURE The following chart is a simplified illustration of our organizational structure as at December 31, 2011: (1) Except as noted, ownership interests below the REIT are 100%. (2) Dundee Corporation holds common shares of DRC, representing approximately 70% of the voting rights of DRC. (3) Dundee Corporation holds 10,000,000 Units (not including the Units held by DRC) representing approximately 19.3% of the outstanding Units on a fully-exchanged basis. (4) DRC holds 2,800,000 Units representing approximately 5.4% of the outstanding Units on a fully-exchanged basis. (5) Exchangeable into 8,000,000 Units representing approximately 15.4% of the outstanding Units on a fully-exchanged basis, in accordance with the terms of the Exchange Agreement. (6) There are 15 separate Dundee FCP Unitholders. (7) There are 15 separate Dundee FCPs. (8) The remaining 50% of the common shares of Lorac are held by Caroline Holdings. 13
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 and 12: “Liability Cap” has the meaning
Page 13 and 14: “Redemption Date” has the meani
Page 15: GENERAL We provide investors with t
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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