DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

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Dundee International (Luxembourg) Fund 9 FCP, Dundee International (Luxembourg) Fund 10 FCP, Dundee International (Luxembourg) Fund 11 FCP, Dundee International (Luxembourg) Fund 12 FCP, Dundee International (Luxembourg) Fund 13 FCP, Dundee International (Luxembourg) Fund 14 FCP and Dundee International (Luxembourg) Fund 15 FCP, each an FCP, the sole unitholder of which is a Dundee FCP Unitholder, and “Dundee FCP” means any one of the foregoing, unless the context requires the Dundee FCP to refer to the relevant Dundee FCP itself; “Dundee FCP Unitholders” means, collectively, Dundee International (Luxembourg) Investments 1 S.à r.l., Dundee International (Luxembourg) Investments 2 S.à r.l., Dundee International (Luxembourg) Investments 3 S.à r.l., Dundee International (Luxembourg) Investments 4 S.à r.l., Dundee International (Luxembourg) Investments 5 S.à r.l., Dundee International (Luxembourg) Investments 6 S.à r.l., Dundee International (Luxembourg) Investments 7 S.à r.l., Dundee International (Luxembourg) Investments 8 S.à r.l., Dundee International (Luxembourg) Investments 9 S.à r.l., Dundee International (Luxembourg) Investments 10 S.à r.l., Dundee International (Luxembourg) Investments 11 S.à r.l., Dundee International (Luxembourg) Investments 12 S.à r.l., Dundee International (Luxembourg) Investments 13 S.à r.l., Dundee International (Luxembourg) Investments 14 S.à r.l. and Dundee International (Luxembourg) Investments 15 S.à r.l., each a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg, and wholly-owned Subsidiaries of Dundee Lux Holdco, and “Dundee FCP Unitholder” means any one of the foregoing; “Dundee Fixtures” means Dundee International (Germany) Fixtures GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany, and a wholly-owned Subsidiary of Dundee Lux Holdco; “Dundee Germany Sub-Manager” means Dundee International (Germany) Advisors GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany, and a wholly-owned Subsidiary of Dundee Lux Manager; “Dundee Gibraltar” means Dundee (Gibraltar) Limited, a corporation governed by the laws of the British Territory of Gibraltar, and a wholly-owned Subsidiary of Dundee LP; “Dundee LP” means Dundee International (Cayman) L.P., a limited partnership established under the laws of the Cayman Islands, of which the REIT is the sole limited partner; “Dundee LP Agreement” means the limited partnership agreement governing Dundee LP, as it may be amended and/or restated from time to time; “Dundee Lux Holdco” means Dundee International (Luxembourg) Holdings S.à r.l., a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg, and a whollyowned Subsidiary of Dundee Gibraltar; “Dundee Lux Manager” means Dundee International (Luxembourg) Advisors S.à r.l., a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg, and a whollyowned Subsidiary of Dundee Lux Holdco; “Dundee REIT” means Dundee Real Estate Investment Trust, an unincorporated open-ended real estate investment trust governed by the laws of the Province of Ontario; “EBITDA” means earnings before interest, taxes, depreciation and amortization, as adjusted under the German tax law in respect of certain German tax matters; “EEA” means European Economic Area; 4
“Event of Default” has the meaning given to it in the Trust Indenture, and includes the occurrence and continuation of any one or more of the following events with respect to the Debentures: (a) failure for 15 days to pay interest on the Debentures when due; (b) failure to pay principal or premium, if any, on the Debentures, whether at the Maturity Date, upon redemption, by declaration of acceleration or otherwise; (c) an unremedied breach of any material covenant or condition of the Trust Indenture by the REIT after a 30 day cure period following notice of such breach; or (iv) certain events of bankruptcy, insolvency or reorganization of the REIT under bankruptcy or insolvency laws; “Exchange Agreement” means the exchange agreement dated August 5, 2011 between the REIT, Dundee Lux Holdco and LSF, as described under “Exchangeable Notes – Exchange Agreement”; “Exchange Number” means the aggregate number of Units into which the Exchangeable Notes are exchangeable in accordance with their terms and the terms of the Exchange Agreement, being initially 8,000,000 Units, subject to customary adjustments pursuant to the terms of the Exchange Agreement, as described under “Exchangeable Notes”; “Exchangeable Notes” means Exchangeable Notes, Series A and Exchangeable Notes, Series B, together in the aggregate principal amount of €58.6 million; “Exchangeable Notes, Series A” means notes of Dundee Lux Holdco having the rights and attributes specified therein, including the right to exchange such notes for Units on the terms and subject to the conditions of the Exchange Agreement; “Exchangeable Notes, Series B” means notes of Dundee Lux Holdco having the rights and attributes specified therein, including the right to exchange such notes for Units on the terms and subject to the conditions of the Exchange Agreement; “Extraordinary Resolutions” means resolutions passed at meetings of the holders of Debentures by votes cast thereat by holders of not less than 66 ⅔% of the principal amount of the then outstanding Debentures present at the meeting or represented by proxy, or rendered by instruments in writing signed by the holders of not less than 66 ⅔% of the principal amount of the then outstanding Debentures, binding on all holders of Debentures once passed; “Facility” has the meaning given to that term under “Indebtedness”; “FAPI” has the meaning given to that term under “Risk Factors – Tax considerations relating to FAPI may affect our financial condition”; “FCP” means a fonds commun de placement, an unincorporated contractual co-ownership arrangement governed under the laws of Luxembourg by its prospectus for private placement and its management regulations; “FCP Units” means units of the Dundee FCPs; “FFO” means net income in accordance with IFRS, excluding: (i) fair value adjustments on investment properties; (ii) gains (or losses) from sales of investment properties; (iii) amortization of tenant incentives; (iv) fair value adjustments and other effects of redeemable units classified as liabilities and the Exchangeable Notes; (v) acquisition costs expensed as a result of the purchase of a property being accounted for as a business combination; and (vi) deferred income tax expense, after adjustments for equity accounted entities, joint ventures and non-controlling interests calculated to reflect FFO on the same basis as consolidated properties; 5
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: “Debentures” means the 5.5% Deb
Page 11 and 12: “Liability Cap” has the meaning
Page 13 and 14: “Redemption Date” has the meani
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
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
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(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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DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

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