DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

distribution of additional Units will be deemed to represent the same number of units after the non-cash
distribution of additional Units and the consolidation.
Notwithstanding the foregoing, where tax is required to be withheld from a Unitholder’s share of the
distribution, the consolidation will result in such Unitholder holding that number of Units equal to (a) the
number of Units held by such Unitholder prior to the distribution plus the number of Units received by
such Unitholder in connection with the distribution (net of the number of whole and part Units withheld
on account of withholding taxes) multiplied by (b) the fraction obtained by dividing the aggregate number
of Units outstanding prior to the distribution by the aggregate number of Units that would be outstanding
following the distribution and before the consolidation if no withholding tax were required in respect of
any part of the distribution payable to any Unitholder. Such Unitholder will be required to surrender the
Unit certificates, if any, representing such Unitholder’s original Units, in exchange for a Unit certificate
representing such Unitholder’s post-consolidation Units.
Hedging Arrangements
We have implemented active hedging programs in order to offset the risk of revenue losses and provide
more certainty regarding the payment of distributions to Unitholders and interest to Debentureholders.
See “Indebtedness”.
DRIP
We have a distribution reinvestment and unit purchase plan entitling certain holders of Units to reinvest
all cash distributions made by the REIT in additional Units. The price at which Units are acquired for
DRIP participants is determined by us but is generally a price per Unit calculated by reference to a five
day volume weighted average closing price of the Units on the TSX on which the Units are listed
preceding the relevant Distribution Date. Participants electing to reinvest cash distributions in Units
pursuant to our DRIP receive a further “bonus” distribution equal to 4% of the amount of each cash
distribution that they reinvest, which further distribution is also reinvested in Units. Participants may also
make optional cash purchases of additional Units pursuant to the DRIP in a maximum amount of
$250,000 per year. Participants in the DRIP do not receive a bonus distribution of Units in connection
with any such optional cash purchases. We may amend, suspend or terminate the DRIP at any time.
Participation in the DRIP is open to holders of Units, other than those who are resident or present in the
United States. If a participant in the DRIP is not resident in Canada, participation in the DRIP is subject to
applicable withholding tax. In those circumstances, cash that would otherwise be distributed to such
participants by us on any given Distribution Date is reduced by the amount of applicable withholding tax,
and then applied towards the purchase of additional Units pursuant to our DRIP. No brokerage
commission is payable in connection with the purchase of Units under the DRIP and all administrative
costs are borne by us. We use the proceeds received upon the issuance of additional Units under the DRIP
for future property acquisitions, capital improvements and working capital.
DECLARATION OF TRUST AND DESCRIPTION OF REIT UNITS
The REIT is governed by the Declaration of Trust and, unless earlier terminated in accordance with the
Declaration of Trust, it shall continue in full force and effect so long as any property of the REIT is held
by the Trustees. Unitholders have all of the material protections, rights and remedies a shareholder would
have under the CBCA, except for the right to dissent and be paid the fair value of its units that would be
available if the REIT were a corporation governed by the CBCA and the REIT were to effect certain
transactions, including amending its constating documents to add, change or remove any provisions
restricting or constraining the issue, transfer or ownership of shares or to add, change or remove any
restriction on the activities that the REIT may carry on; selling, leasing or exchanging all or substantially
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