DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

Our principal Subsidiary entities are described below:
Dundee LP
Dundee LP is our principal Subsidiary and the vehicle through which we make investments. It is an
exempt limited partnership formed under the laws of the Cayman Islands. Dundee LP is authorized to
issue an unlimited number of LP Units. The general partner of Dundee LP, a corporation governed by the
laws of the Cayman Islands, is a wholly-owned Subsidiary of the REIT. Subject to the provisions of the
Dundee LP Agreement, the general partner of Dundee LP has all necessary powers to manage, control
and operate the activities and affairs of Dundee LP and to do or cause to be done any and all acts
necessary, appropriate, convenient or incidental thereto. Dundee LP may be dissolved or terminated only
with the unanimous written consent of the general partner and the REIT.
Dundee Lux Holdco
Dundee Lux Holdco is a limited liability company established under the laws of Luxembourg. It is the
primary holding company through which we make investments in Europe. Subject to the provisions of its
constating documents, the managers of Dundee Lux Holdco have all necessary powers to manage, control
and operate the activities of Dundee Lux Holdco.
The Dundee FCPs
Our indirect interest in the Initial Properties is held through the Dundee FCPs. FCPs (fonds commun de
placement) are undertakings for collective investment organized as mutual investment funds under the
provisions of the 2010 Act. FCPs do not have a legal personality. FCPs in Luxembourg are not subject to
any taxes other than a tax of 0.05% per annum of their net asset value (taxe d’abonnement). There is
generally no withholding tax on distributions made by FCPs to their unitholders.
Under the contractual arrangement, FCPs are represented and managed by a management company,
acting in its own name but for the account of the relevant FCP, that is required to always act in the
exclusive interests of the FCP’s unitholders pursuant to the FCP’s prospectus for private placement and
its management regulations.
FCPs are required to maintain a minimum net asset value of at least €1.25 million and are subject to the
approval and ongoing supervision of the CSSF. FCPs are also required to designate a custodian bank,
which must be a bank located in Luxembourg, or a Luxembourg branch of a bank with its registered
office in another EEA member state, to safe keep the assets or securities of the FCPs. In addition, the
management company may appoint a Luxembourg-based central administration agent to calculate the net
asset value of the FCP, to maintain FCP’s accounts, effect subscriptions, redemptions, deposits and
withdrawals and manage other FCP transactions.
The Dundee FCPs were established with an initial term of 10 years, subject to renewal. Lorac acts as
management company of the Dundee FCPs. Each of the Dundee FCP Unitholders holds all of the FCP
Units of one of the Dundee FCPs.
In accordance with the restrictions contained in each Dundee FCP’s prospectus for private placement, the
Dundee FCPs will not acquire any real estate properties other than the Initial Properties unless such
acquisition is of a real estate property that is related to an existing Initial Property. Furthermore, the
Dundee FCPs cannot engage in any business or trade activity, such as construction and development of a
real estate property, unless such construction or development is a repositioning of the Initial Properties.
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