DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

Conflict of Interest Restrictions and Provisions
The Declaration of Trust contains “conflict of interest” provisions similar to those applicable to
corporations under Section 132 of the OBCA which serve to protect unitholders without creating undue
limitations on us. Given that our Trustees and officers will be engaged in a wide range of real estate and
other business activities, the Declaration of Trust requires each of our Trustees and officers to disclose to
us if he or she is a party to a material contract or transaction or proposed material contract or transaction
with us or the fact that such person is a director or officer of or otherwise has a material interest in any
person who is a party to a material contract or transaction or proposed material contract or transaction
with us. Such disclosure is required to be made by a Trustee (a) at the first meeting of the Trustees or the
applicable committee thereof, as the case may be, at which a proposed contract or transaction is first
considered, (b) if the Trustee was not then interested in a proposed contract or transaction, at the first such
meeting after a Trustee becomes so interested, (c) if the Trustee becomes interested after a contract is
made or a transaction is entered into, at the first such meeting after the Trustee becomes so interested,
(d) at the first meeting after an interested party becomes a Trustee. Disclosure is required to be made by
each of our officers as soon as the officer becomes aware that a contract or transaction or proposed
contract or transaction is to be, or has been, considered by the Trustees or applicable committee thereof,
as soon as the officer becomes aware of his or her interest in a contract or transaction or, if not currently
an officer, as soon as such person becomes an officer. In the event that a material contract or transaction
or proposed material contract or transaction is one that in the ordinary course would not require approval
by Trustees or unitholders, that Trustee or officer is required to disclose in writing to the Trustees or
applicable committee thereof or request to have entered into the minutes of the meeting of the Trustees or
applicable committee thereof the nature and extent of his or her interest forthwith after the Trustee or
officer becomes aware of the contract or transaction or proposed contract or transaction. In any case, a
Trustee who has made disclosure to the foregoing effect is not entitled to vote on any resolution to
approve the contract or transaction unless the contract or transaction is one relating primarily to his or her
remuneration for serving as our Trustee, officer, employee or agent or one for indemnity under the
indemnity provisions of the Declaration of Trust or the purchase of liability insurance. Certain of our
Trustees may have conflicts of interest as a result of their current full-time positions and these conflicts
will be expressly acknowledged. See “Risk Factors”.
Executive Officers
The responsibilities of our senior management includes: (a) leading our management and implementing
the resolutions and policies of the Board of Trustees; (b) providing the Board of Trustees with
information and advice relating to the operation of our properties, acquisitions and financings;
(c) establishing, at least on an annual basis, investment and operating plans for the ensuing period;
(d) conducting and supervising the due diligence required in connection with proposed acquisitions and
completing any acquisitions or dispositions; (e) maintaining our books and financial records;
(f) determining and preparing designations, elections and determinations to be made in connection with
income and capital gains for tax and accounting purposes; (g) preparing reports and other information
required to be sent to unitholders and other disclosure documents; (h) calculating all distributions;
(i) communicating with unitholders and other persons, including investment dealers, lenders and
professionals; and (j) administering or supervising the administration, on behalf of the Board of Trustees,
of the payment of cash distributions and other distributions.
Trustees’ and Officers’ Liability Insurance
We carry Trustees’ and officers’ liability insurance. Under this insurance coverage, we will be reimbursed
for insured claims where payments have been made under indemnity provisions on behalf of our Trustees
and officers contained in the Declaration of Trust, subject to a deductible for each loss, which will be paid
by us. Individual Trustees and officers will also be reimbursed for insured claims arising during the
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