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MANAGEMENT INFORMATION CIRCULARand Notice of Annual and Special Meeting of Unitholders

June 2, 2020

RIOCAN REAL ESTATE INVESTMENT TRUSTNOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders(“Unitholders”) of units (“Units”) of RioCan Real Estate Investment Trust (the “Trust” or “RioCan”)will be held on Tuesday, June 2, 2020 at the hour of 10:00 a.m. (Toronto time) by virtual only meetingvia live audio webcast online at https://web.lumiagm.com/158034523 for the following purposes:1. TO RECEIVE the audited consolidated financial statements of the Trust for the year ended

December 31, 2019, together with the report of the auditors thereon;2. TO ELECT members of the Board of Trustees of the Trust;3. TO APPOINT auditors and authorize the Board of Trustees of the Trust to fix the remuneration of

the auditors;4. TO CONSIDER and, if thought advisable, to pass an ordinary resolution to affirm, ratify and

approve the second amended and restated declaration of trust of the Trust approved by theBoard of Trustees on April 2, 2020, as more particularly set forth in the accompanying informationcircular;

5. TO CONSIDER and, if thought advisable, to pass the non-binding advisory Say-on-Pay resolutionon executive compensation, as more particularly set forth in the accompanying informationcircular; and

6. TO TRANSACT such further or other business as may properly come before the Meeting or anyadjournment or adjournments thereof.

A registered Unitholder of the Trust wishing to be represented by proxy at the Meeting or anyadjournment thereof must have deposited his or her duly executed form of proxy not later than10:00 a.m. (Toronto time) on May 29, 2020 or, if the Meeting is adjourned, not later than 48 hours(excluding Saturdays, Sundays and statutory holidays) preceding the time of such adjourned meeting,at the offices of AST Trust Company (Canada), Proxy Department, by mail (using the enclosedenvelope, if desired) to P.O. Box 721, Agincourt, Ontario M1S 0A1, online atwww.astvotemyproxy.com, by fax to 416-368-2502 (toll-free within North America to 1-866-781-3111),by email at [email protected], or by telephone at 1-888-489-5760 (toll-free within NorthAmerica). Unitholders holding Units beneficially through an intermediary (“Non-RegisteredUnitholders”) wishing to be represented by proxy at the Meeting or any adjournment thereof musthave deposited his or her duly completed voting instruction form in accordance with the directionsprovided on the voting instruction form. A form of proxy solicited by management of the Trust or avoting information form in respect of the Meeting is enclosed herewith. Unitholders of the Trust whoare unable to attend the Meeting are requested to sign and return (in the envelope provided for thatpurpose) such form of proxy or provide a completed voting instruction form to their broker orintermediary in accordance with the instructions provided therein. Please note that a Unitholder whoappoints a proxyholder other than the RioCan appointees named on the proxy form must also registersuch proxyholder with our transfer agent, AST Trust Company (Canada), after submitting their form ofproxy or voting instructions. Failure to register the proxyholder with our transfer agent will resultin the proxyholder not receiving a Control Number to participate in the Meeting as aproxyholder and only being able to participate as a guest.

Only Unitholders of record at the close of business on April 13, 2020 (the “Record Date”) will beentitled to vote at the Meeting, even though they may have since that date disposed of their Units,and, except as otherwise determined from time to time by the Trustees, no Unitholder becoming suchafter the Record Date will be entitled to receive notice of and vote at such Meeting or any adjournmentthereof.

The Trust is using “notice and access” delivery to furnish proxy materials to Unitholders over theinternet. We believe that this delivery process will expedite Unitholders’ receipt of proxy materials andlower the costs and reduce the environmental impact of the Meeting. On or about May 1, 2020, we willsend to our Unitholders of record as of the Record Date a Notice and Access Notification toUnitholders (the “Notice”) containing instructions on how to access our proxy materials for the fiscalyear ended December 31, 2019. This Notice also provides instructions on how to vote and includesinstructions on how to receive a paper copy of the proxy materials by mail.

The accompanying information circular provides additional information relating to the matters to bedealt with at the Meeting and forms part of this notice.

DATED at Toronto, Ontario this 13th day of April, 2020.

BY ORDER OF THE BOARD OFTRUSTEES of RioCan Real EstateInvestment Trust

“Paul Godfrey”

PAUL GODFREY, C.M., O.ONT.Chairman

1 RioCan Management Information Circular April 13, 2020

Dear Unitholder:

We are pleased to invite you to the annual and special meeting (the “Meeting”) of RioCan RealEstate Investment Trust (“RioCan” or the “Trust”) to be held at 10:00 a.m. (local time) onTuesday, June 2, 2020 by virtual only meeting via live audio webcast online at https://web.lumiagm.com/158034523. This year, out of an abundance of caution and to proactivelydeal with the unprecedented public health impact of coronavirus, also referred to as COVID-19,and to mitigate risks to the health and safety of our communities, Unitholders, employees andother stakeholders, RioCan will hold its Meeting in a virtual-only format, which will be conductedvia live audio webcast. At the Meeting, Unitholders will have an equal opportunity to participateonline, regardless of their geographic location. Unitholders will have the opportunity to askquestions and to vote on a number of important matters, and Edward Sonshine, the ChiefExecutive Officer (CEO) of the Trust, and Jonathan Gitlin, President and Chief Operating Officer(COO) will provide an overview of RioCan’s direction for the coming years. We look forward toproviding an update on the Trust’s recent achievements in establishing RioCan as Canada’spreeminent, major market, urban mixed-use focused REIT and our plans for future growth.

2019 was a successful and transformative year for RioCan and the quality of RioCan’s portfolioand income has never been stronger. RioCan has evolved its inherently value-rich portfolio toconsist primarily of necessity-based retail and urban mixed-use properties positioned in thetransit corridors in some of Canada’s most desirable, high-density locations. This portfolio allowsRioCan to maintain a solid and growing revenue stream, while at the same time supplying analmost endless pipeline of value creation opportunities. Through the Trust’s residential brand,RioCan LivingTM, and its other major-market development projects, RioCan is transformingexisting transit-oriented retail shopping centres into vibrant mixed-use communities.

I am also delighted to note that the Trust made significant strides in its ongoing commitment tosystematically embed sustainability practices into our business model and management,including the Trust’s recently announced Green Bond Framework, the first of its kind by aCanadian REIT. In 2020, we look to continue to lead the way in sustainability. To learn moreabout RioCan’s ongoing commitment to sustainability and to access related documents, pleasevisit: www.riocan.com/about/sustainability/.

Looking ahead, Edward Sonshine, has agreed to remain as CEO of the Trust until March 31,2021, subject to a possible one year extension. To ensure an orderly transition with hissuccessor, upon his retirement in March 2021 (or March 2022 if extended), Mr. Sonshine hasagreed to become the Non-Executive Chairman of the Board for a two year term, subject to hisre-election as a Trustee. At that time, I have agreed I will step down as Chair of the Board and,subject to my re-election as a Trustee, will serve as Lead Trustee.

As we navigate the current global health crisis, I am confident that RioCan’s experienced,visionary leadership team, prime locations, sound operating principles, strong balance sheet,and diverse, resilient revenue streams will allow the Trust to effectively manage any impact toits business.

Annual and Special Meeting

The Meeting provides RioCan’s Unitholders with an important opportunity to consider andparticipate in key matters for the Trust. The accompanying Information Circular describes thebusiness to be conducted at the Meeting and provides more detailed information on RioCan’sexecutive compensation and governance practices. As a Unitholder, your participation in theaffairs of the Trust is important to us. If you are unable to attend the Meeting online, please referto your enclosed proxy or to the voting information form and “Management Solicitation” section ofthe accompanying Information Circular for further information on how to ensure that your vote isrecorded. Unitholders are encouraged to visit RioCan’s website at any time before the Meetingas it provides useful information about the Trust. The Board of Trustees and management lookforward to your participation at the Meeting and thank you for your continued support.

Sincerely,

Paul Godfrey, C.M., O.Ont.

Chairman, Board of Trustees of RioCan Real Estate Investment Trust


Proxy Summary

This summary highlights the information in this proxy circular, including the Trust’sfinancial and operational performance, executive compensation decisions, governancehighlights and voting matters. For more information and before you vote, please reviewthe entire proxy circular.

2019 Trust Performance and Pay Results

To ensure that we continue to enhance Unitholder value, we tie executive compensationto Trust performance. In 2019, executive compensation reflected RioCan’s solid financialand operational performance results as follows:

• Annual incentive plan awards were based on 80% funds from operations (“FFO”) and20% strategic and other operational measurements:

- 2019 FFO (80% weighting) was $1.87 per Unit or 105.68% of target.- Same property net operating income (“SPNOI”) growth (10% weighting) was

2.11% or 77.73% of target.- General and administrative expenses as a percentage of rental revenue (“G&A

as a Percentage of Rental Revenue”)1 (10% weighting) was 4.09% or 141.00%of target.

Therefore, bonuses for the Executive Management Bonus Plan (“EMBP”) were paidout above target at 106.41%.

• Long-Term Incentive Plan (“LTIP”) awards were granted as follows:- Each Senior Executive received 2/3 of their LTIP awards in Performance Equity

Units (“PEUs”) to align their interests with those of Unitholders.- Each Senior Executive received 1/3 of their LTIP awards in Restricted Equity

Units (“REUs”).

The 2017 PEU LTIP awards were paid out on February 26, 2020 based on aperformance factor of 90.80%.

(1) G&A as a Percentage of Rental Revenue is a non-GAAP measure calculated as general and administrative expenses perthe IFRS consolidated statements of income excluding mark-to-market adjustments related to Trustee cash-settled unit-based compensation, and severance costs. The mark-to-market adjustments are excluded because they are driven by unitprice changes.


Compensation Program Changes Adopted in 2019

In 2019, the Trust made the following changes to the executive pay program to furtheralign executives’ interests with those of Unitholders:

Significant Executive Compensation Actions Taken in 2019

Item Changes AdoptedEffective

dateReferencedon Page #

EMBP - Replaced 10% weighting based on net operating income from developmentcompletions with 10% weighting based on G&A as a Percentage of RentalRevenue.

2019 50-52

LTIP - Replaced Unit Option grants for certain Senior Executives with REU grants forall Senior Executives.

- The PEUs granted in 2019 contemplate the possibility of a 0% payout ifcertain performance thresholds are not met.

- Replaced the 50% PEU measure based on total Unitholder return (“TUR”)relative to a weighted index that includes all constituents over $1B marketcapitalization in the S&P/TSX Capped REIT Index (excluding RioCan) plusFirst Capital REIT (formerly, First Capital Realty Inc.). The PEUs granted in2019 have the following performance measures:

- 50% based on three-year (2021) target FFO per Unit; and

- 50% based on relative three-year TUR against RioCan’s performance peergroup (comprised of all constituents over $1B market capitalization in theS&P/TSX Capped REIT Index (excluding RioCan) plus First Capital RealEstate Investment Trust) weighted as to 75% for RioCan’s retail peers’weighted average TUR based on market capitalization and 25% forRioCan’s other peers’ weighted average TUR based on marketcapitalization.

2019 53-55

Pay-for-Performance

Our executive compensation philosophy is to pay for performance. We designed ourexecutive pay program to attract and retain the most talented executives and motivatethem to enhance long-term Unitholder value by achieving our financial, operational, andother Trust goals. Accordingly, while we pay competitive base salaries and provide otherbenefits, in 2019, the majority of our Named Executive Officers’ (“NEOs”) total directcompensation opportunities were based on variable pay to align their interests with thoseof our Unitholders, as set forth in the following charts:

CEO Target Pay Mix

■ Base Salary: 23%

■ EMBP: 31%

■ Exec REUs: 15%

■ PEUs: 31%

Pay at Risk 77%

Average Other NEO Target Pay Mix

■ Base Salary: 33%

■ EMBP: 30%

■ Exec REUs: 12%

■ PEUs: 24%

Pay at Risk 67%


The chart below compares target total direct compensation from 2017 to 2019 to therealized/realizable total direct compensation earned during those years for the CEO andan average for our other NEOs:

$5.7$6.0

$5.7

$7.2

$5.7$5.9

$1.3 $1.3

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

$8.0

Target TDC Realized/Realizable

TDC


TDC


TDC


TDC

2017 2018 2019 2017-19 AverageEdward Sonshine, CEO Average of Other NEOs

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Base Salary Short-Term Incentive Plan Long-Term Incentive Plan

(1) The realized/realizable total direct compensation includes base salary, short-term cash incentive payments and long-termincentive compensation received in the respective year. The realized/realizable long-term incentive compensation includesthe value of Unit Options exercised and unexercised during those years, as well as the fair value of PEUs and REUsgranted, plus the accumulated re-invested distributions as of February 28, 2020. Where PEUs have not vested, they areincluded at target in the year they were granted. As at February 28, 2020, no Unit Options awarded since 2017 have beenexercised nor are in-the-money.

(2) Mr. Sonshine’s realizable total direct compensation for 2018 includes a $1,000,000 one-time cash bonus awarded to him inaccordance with the terms of an amendment to his employment agreement made February 16, 2016, and for 2019includes a one-time grant of 400,000 Unit Options in consideration for his renewed commitment to remain CEO of theTrust, as further described under “Employment Contracts”.


Pay and Governance Policies and Practices

The Trust has adopted a number of policies and practices that are aligned with best payand governance practices to ensure that the compensation program does not encourageexcessive risk-taking. The table below summarizes the key policies and practices adoptedby the Trust to mitigate the potential for excessive risk-taking.

What We Do What We Don’t Do

→ Tie a significant portion of executive pay tooperational and market-based metricsaligned with the Trust’s strategic goals

× Provide guaranteed, multi-year bonuses

→ Deliver a substantial portion of executive paythrough the LTIP that focuses executives onsustained, long-term Unitholder valuecreation

× Reprice or replace underwater Unit Options

→ Conduct regular “stress testing” of potentialpay outcomes under various performancescenarios to ensure strongpay-for-performance alignment

× Grant, renew or extend loans to employees

→ Use objective performance measures(including absolute and relative goals) in theLTIP to strengthen pay-for-performancealignment

× Implement single-trigger change-in-controltermination provisions for executive contracts

→ Set total direct compensation by reference tosimilarly-sized TSX60 companies and agroup of direct peers in the real estateindustry

× Allow any new participants to participate inthe defined benefit pension plan

→ Provide annual Say-on-Pay vote enablingengagement between Unitholders and theBoard on compensation

× Permit Trustees and executives to monetizethe value of their ownership in the Trustthrough the use of any hedging product

→ Retain an independent advisor to give anobjective perspective on market bestpractices and pay levels

→ Maintain a clawback policy allowing the Trustto recoup incentive pay under certaincircumstances

→ Cap incentive awards under the annual andlong-term plans and, for certain plans,include the possibility of a zero payout

→ Require executives to hold a pre-definedvalue of Units under our Unit ownershippolicy and to hold Units for a year followingresignation or retirement


Named Executive Officers

Our named executive officers and their positions as of December 31, 2019 are as follows:

Name Position

Edward Sonshine Chief Executive Officer (“CEO”)

Jonathan Gitlin1 President and Chief Operating Officer(“President and COO”)

Qi Tang Senior Vice President and Chief Financial Officer(“SVP and CFO”)

Jeff Ross Senior Vice President, Leasing and Tenant Construction(“SVP, Leasing and Tenant Construction”)

John Ballantyne Senior Vice President, Asset Management(“SVP, Asset Management”)

(1) Mr. Gitlin was promoted to President and COO effective March 22, 2019.

Governance Highlights

Governance Element Explanation

Board independence Majority of Trustees are independent (7 of 9)

Independent committees Audit, Human Resources and Compensation, Nominating andGovernance, and Investment

Independent board and committee

meetings

Board and committee members meet in camera (withoutmanagement present) at the majority of their meetings

Risk oversight Board and committee oversight of risk by Audit, HumanResources and Compensation, and Nominating andGovernance Committees

Voting standard for board

elections Annually by a majority of votes cast

Meeting Agenda and Voting Recommendations

Voting Matters

Board

Recommendation Page #

1 TO RECEIVE the audited consolidated financial statements ofthe Trust for the year ended December 31, 2019, together withthe report of the auditors thereon

2 TO ELECT members of the Board of Trustees of the Trust FOR 21

3 TO APPOINT auditors and authorize the Board of Trustees ofthe Trust to fix the remuneration of the auditors FOR 32

4 TO CONSIDER and, if thought advisable, to pass an ordinaryresolution to affirm, ratify and approve the second amended andrestated declaration of trust of the Trust approved by the Boardof Trustees on April 2, 2020, as more particularly set forth in theaccompanying information circular FOR 32

5 TO CONSIDER and, if thought advisable, to pass thenon-binding advisory Say-on-Pay resolution on executivecompensation, as more particularly set forth in the accompanyinginformation circular FOR 33-34

6 TO TRANSACT such further or other business as may properlycome before the Meeting or any adjournment or adjournmentsthereof


TABLE OF CONTENTS

BUSINESS OF THE MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

MANAGEMENT SOLICITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Notice and Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Why is RioCan having a Virtual Only Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

How Will Unitholders Be Able to Participate at the Meeting? . . . . . . . . . . . . . . . . 11

Eligibility for Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Voting of Units Represented by Management Proxies . . . . . . . . . . . . . . . . . . . . . 11

What is the Difference Between a Registered Unitholder and a Non-RegisteredUnitholder? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

What Does it Mean if I Receive More Than One Notice, Form of Proxy orVoting Instruction Form? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

How to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Appointment of a Third Party as Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

How do I Attend and Participate at the Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . 15

How Can I Change or Revoke my Vote? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

How Will Votes be Tabulated? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Advance Notice Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Unitholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Voting Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

AUTHORIZED CAPITAL AND PRINCIPAL HOLDERS THEREOF . . . . . . . . . . . . . 17

Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Preferred Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

QUORUM FOR MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

QUESTIONS AND ANSWERS ON PROXY VOTING . . . . . . . . . . . . . . . . . . . . . . . . 18

MATTERS REQUIRING UNITHOLDER APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . 21

Election of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Nominees for Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Trustee Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Declaration of Trust Amendment Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Say-On-Pay Non-Binding Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

TRUSTEE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

TRUSTEE COMPENSATION PHILOSOPHY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Trustee Compensation Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

2019 TRUSTEE COMPENSATION COMPONENTS . . . . . . . . . . . . . . . . . . . . . . . . 35

Trustee Unit Ownership Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Trustee Unit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37


TRUSTEES’ COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

TRUSTEES’ OUTSTANDING UNIT-BASED AWARDS . . . . . . . . . . . . . . . . . . . . 39

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) TABLE OF

CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

STATEMENT OF GOVERNANCE PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

BOARD / COMMITTEE MEETINGS & ATTENDANCE – 2019 . . . . . . . . . . . . . . 77

COMPOSITION OF THE BOARD OF TRUSTEES AND INDEPENDENCE . . . . 78

BOARD INTERLOCKS / OVERBOARDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

BOARD CHAIR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SUCCESSION PLANNING FOR SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . 80

BOARD MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

EVALUATION OF THE COMPOSITION OF THE BOARD OF TRUSTEES . . . . 82

TRUSTEE TERM LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

DIVERSITY – BOARD AND EXECUTIVE REPRESENTATION . . . . . . . . . . . . . . 83

POSITION DESCRIPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

ORIENTATION AND CONTINUING EDUCATION . . . . . . . . . . . . . . . . . . . . . . . . 84

BOARD OVERSIGHT OF RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

SUSTAINABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

INTERNAL AUDIT CHARTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

CODE OF BUSINESS CONDUCT AND ETHICS . . . . . . . . . . . . . . . . . . . . . . . . . 91

BOARD COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

HUMAN RESOURCES AND COMPENSATION COMMITTEE . . . . . . . . . . . . . . 92

NOMINATING AND GOVERNANCE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . 93

AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

INVESTMENT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

INSURANCE FOR TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . 96

DISCLOSURE POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

UNITHOLDER FEEDBACK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BEACTED UPON AND MATERIAL TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . 98

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

APPENDICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

APPENDIX A – BOARD OF TRUSTEES CHARTER . . . . . . . . . . . . . . . . . . . . . . 99

APPENDIX B – SECOND AMENDED AND RESTATED DECLARATION OFTRUST (BLACKLINE) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

APPENDIX C – DECLARATION OF TRUST AMENDMENT RESOLUTION . . . 169


BUSINESS OF THE MEETING

MANAGEMENT SOLICITATION

Solicitation of Proxies

This management information circular (the “Information Circular”) is furnished inconnection with the solicitation of proxies by management of RioCan Real EstateInvestment Trust (the “Trust” or “RioCan”) for use at the annual and special meeting(the “Meeting”) of the holders (“Unitholders”) of units of the Trust which are not preferredunits (“Units”) to be held on Tuesday, June 2, 2020 at 10:00 a.m. (Toronto time) by virtualonly meeting via live audio webcast online at https://web.lumiagm.com/158034523 for thepurposes set forth in the attached Notice of Meeting.

The Trust will use the notice and access mechanism to conduct the solicitation. Proxiesmay also be solicited personally or by telephone by individual trustees of the Trust(“Trustees”) or by officers and/or other employees of the Trust. The cost of solicitation,if any, will be borne by the Trust. Except as otherwise stated, the information containedherein is given as of April 13, 2020.

Copies of the Trust’s 2019 Annual Report and current Annual Information Form areavailable on the internet site of SEDAR (the System for Electronic Document Analysis andRetrieval, as established by the Canadian Securities Administrators) at www.sedar.comand on RioCan’s website at www.riocan.com. In the alternative, copies will be providedupon request to the Trust (at RioCan Yonge Eglinton Centre, 2300 Yonge Street, Suite500, PO Box 2386, Toronto, Ontario M4P 1E4, Attention: Chief Financial Officer).

In addition to the description of the voting and proxy requirements and meetingprocedures described under the heading “Management Solicitation”, various commonquestions, and answers to such questions, on proxy voting are also set out below underthe heading “Questions and Answers on Proxy Voting”.

Notice and Access

The Trust is using the notice and access mechanism (“Notice and Access”) that allowsthe Trust to furnish proxy materials over the internet to Unitholders instead of mailingpaper copies. Under Notice and Access, the Trust can deliver proxy-related materials by(i) posting the Information Circular (and other proxy related materials) on a website otherthan SEDAR and (ii) sending a notice informing Unitholders that the Information Circularand other proxy related materials have been posted and explaining how to access them(the “Notice”).

On or about May 1, 2020, the Trust will send to Unitholders of record as of the Record Datea notice package containing the Notice and the relevant voting document (a form of proxyor voting instruction form) (collectively, the “Meeting Materials”). The Notice containsbasic information about the Meeting and the matters to be voted on, explains the Noticeand Access process, and explains how to obtain a paper copy of the Information Circular.

The Trust has determined that those beneficial Unitholders with existing instructions ontheir account to receive paper material and those beneficial Unitholders with addressesoutside of Canada and the United States will receive a paper copy of the InformationCircular with the Notice.

Why is RioCan having a Virtual Only Meeting?

This year, out of an abundance of caution, to proactively deal with the public health

impact of coronavirus, also referred to as COVID-19, and to mitigate risks to the


health and safety of our communities, Unitholders, employees and other

stakeholders, RioCan will hold the Meeting in a virtual only format, which will be

conducted via live audio webcast over the internet. Unitholders will not be able to

attend the Meeting in person. It is RioCan’s intention to resume holding Unitholder

meetings in person under normal circumstances in future years, however, RioCan

has determined that holding this year’s Meeting in a virtual only format is a prudent

step during the COVID-19 pandemic in light of restrictions on public gatherings and

efforts to encourage social distancing by Canadian federal and provincial

governments, as well as many municipalities. A summary of the information

Unitholders will need to attend the Meeting online is provided below under the

heading “How do I Attend and Participate at the Meeting?”

How Will Unitholders Be Able to Participate at the Meeting?

Registered Unitholders and duly appointed proxyholders who participate at the Meetingonline will be able to listen to the Meeting, ask questions and vote, all in real time,provided they are connected to the internet and comply with all of the requirements setout below under the headings “How to Vote” and “How Do I attend and Participate at theMeeting?”

Non-Registered Unitholders (defined below) who have not duly appointed themselves asproxyholders may still attend the Meeting as guests. Guests will be able to listen to theMeeting but will not be able to vote at the Meeting. See the headings “How to Vote” and“How Do I attend and Participate at the Meeting?”

Unitholders who wish to appoint a person other than the management nominees identifiedin the form of proxy or voting instruction form (including a Non-Registered Unitholder whowishes to appoint himself or herself to attend the virtual meeting) must carefully follow theinstructions in the attached Information Circular and on their form of proxy or votinginstruction form.

Eligibility for Voting

Only Unitholders of record at the close of business on April 13, 2020 (the “Record Date”)are entitled to vote at the Meeting, even though they may have since that date disposedof their Units, and, except as otherwise determined from time to time by the Trustees, noUnitholder becoming such after the Record Date will be entitled to receive notice of andvote at such Meeting or any adjournment thereof or to be treated as a Unitholder ofrecord for purposes of such other action.

Voting of Units Represented by Management Proxies

The form of proxy forwarded to Unitholders with the Notice confers discretionary

authority upon the proxy nominees with respect to amendments or variations of

matters identified in the Notice or other matters that may properly come before the

Meeting. The form of proxy affords the Unitholder an opportunity to specify that

the Units registered in his or her name are to be voted for, withheld from voting or

voted against (as applicable) in respect of the election of each Trustee, the

appointment of auditors, the amendment and restatement of the Declaration of

Trust resolution (the “Declaration of Trust Amendment Resolution”) and the

non-binding advisory Say-on-Pay resolution (the “Say-on-Pay Resolution”).

On any vote that may be called for, the Units represented by proxies in favour ofmanagement nominees will be voted or withheld from voting in respect of the election ofeach Trustee and the appointment of auditors, and for or against Declaration of TrustAmendment Resolution and the Say-on-Pay Resolution, in accordance with thespecifications made by Unitholders in the manner referred to above.


In respect of proxies in which Unitholders have not specified that the proxy

nominees are required to vote or withhold from voting in respect of the election of

each Trustee and the appointment of auditors, and for or against the Say-on-Pay

Resolution, the Units represented by proxies in favour of management nominees

will be voted in favour of the election of the Trustees listed in the Information

Circular, the appointment of the auditors, the Declaration of Trust Amendment

Resolution and the Say-on-Pay Resolution.

The Trustees know of no matters to come before the Meeting other than the mattersreferred to in the Notice. However, if any other matters that are not now known to theTrustees should properly come before the Meeting, the Units represented by proxies infavour of management nominees will be voted on such matters in accordance with thebest judgment of the proxy nominee.

What is the Difference Between a Registered Unitholder and a Non-Registered

Unitholder?

A registered Unitholder is a Unitholder that has its Units registered directly in the holder’sname with RioCan’s transfer agent, AST Trust Company (Canada) (the “Transfer Agent”).

Only registered Unitholders, or the persons they appoint as their proxies, are permitted tovote at the Meeting. However, in many cases, Units of the Trust beneficially owned by aholder (a “Non-Registered Unitholder”) are registered either in the name of a broker orintermediary (an “Intermediary”) that the Non-Registered Unitholder deals with in respectof the Units (Intermediaries include banks, trust companies, securities dealers or brokers,and trustees or administrators of self-administered registered retirement savings plans,registered retirement income funds, tax-free savings accounts and similar plans), or in thename of a clearing agency (such as The Canadian Depository for Securities Limited). Inaccordance with Canadian securities laws, the Trust has distributed copies of the MeetingMaterials to the clearing agencies and Intermediaries for onward distribution toNon-Registered Unitholders. Intermediaries are required to forward Meeting Materials toNon-Registered Unitholders unless a Non-Registered Unitholder has waived the right toreceive them. Typically, Intermediaries will use a service company such as BroadridgeInvestor Communications Solutions (“Broadridge”) to forward Meeting Materials toNon-Registered Unitholders.

Generally, Non-Registered Unitholders who have not waived the right to receive MeetingMaterials will:

• have received, as part of the Meeting Materials, a voting instruction form which mustbe completed, signed and delivered by the Non-Registered Unitholder in accordancewith the directions on the voting instruction form. Voting instruction forms sent byBroadridge permit the completion of the voting instruction form by telephone at thephone number listed thereon, by mail in the envelope provided, through the internetat www.proxyvote.com or by fax at the number listed thereon; or

• less typically, be given a proxy which has already been signed by the Intermediary(typically by a facsimile or stamped signature) and is restricted to the number of Unitsbeneficially owned by the Non-Registered Unitholder but which is otherwiseuncompleted. The form of proxy need not be signed by the Non-Registered Unitholder.In this case, the Non-Registered Unitholder who wishes to submit a proxy shouldproperly complete the form of proxy and deposit it with AST Trust Company (Canada)as described above.

The purpose of these procedures is to permit Non-Registered Unitholders to direct thevoting of the Units they beneficially own. Non-Registered Unitholders should carefullyfollow the instructions of their Intermediaries and their service companies, including thedeadlines provided by the relevant Intermediaries and service companies.


What Does it Mean if I Receive More Than One Notice, Form of Proxy or Voting

Instruction Form?

If a Unitholder receives more than one Notice, form of proxy or voting instruction form, itmeans that the Unitholder has multiple accounts with brokers or other nominees or with theTransfer Agent, as applicable, through which it holds Units. The voting process is differentfor registered Unitholders and Non-Registered Unitholders. Please follow the instructionscarefully and vote or provide voting instructions for all of the Units that you own.

How To Vote

Unitholders may vote by proxy before the Meeting or vote at the Meeting, as described inthe steps below.

1. Voting By Proxy Before the Meeting

You may vote before the Meeting by completing your form of proxy or votinginstruction form in accordance with the instructions provided therein. Non-RegisteredUnitholders should also carefully follow all instructions provided by their Intermediariesto ensure that their Units are voted at the Meeting. Voting by proxy is one of thesimplest ways to vote. It means that a Unitholder has given someone else (referred toas your proxyholder) authority to attend the Meeting and vote on the Unitholder’sbehalf. Unitholders can appoint someone else to be their proxyholder. This

person does not need to be a Unitholder. See the heading “Appointment of a ThirdParty as Proxy”.

Registered Unitholders can vote by Proxy before the Meeting in the following threeways:

Method of Voting Explanation

Telephone Voting You may vote by calling the following toll-free telephone number,available throughout North America, 1-888-489-5760. You willbe prompted to give your control number printed on the form ofproxy. You may not appoint a person as proxyholder other thanthe RioCan proxyholders named in the form of proxy if you voteby telephone. Please follow the voice prompts that allow you tovote your Units and confirm that your instructions have beenproperly recorded.

Internet Voting You may vote by logging on to the website indicated on the formof proxy. Please follow the website prompts that allow you tovote your Units and confirm that your instructions have beenproperly recorded.

Return Your Form of

Proxy By Mail or E-mail

You may vote by completing, signing and returning the form ofproxy in the postage-paid envelope provided to AST TrustCompany (Canada), Proxy Department, by mail (using theenclosed envelope, if desired) to P.O. Box 721, Agincourt,Ontario, M1S 0A1, by fax to 416-368-2502 (toll-free withinNorth America to 1-866-781-3111) or by email [email protected].

Proxies, whether submitted by telephone, internet or mail or e-mail as described above,must be received by the Transfer Agent by 10:00 a.m. (Toronto time) on May 29, 2020,or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundaysand statutory holidays) preceding the time of such adjourned meeting.


Non-Registered Unitholders can vote by Proxy before the Meeting as follows:

Method of Voting Explanation

Through Voting

Instructions of Their

Broker or Other

Intermediary

Non-Registered Unitholders will receive a Notice and votinginstruction form indirectly through their broker or otherIntermediary. The Notice contains instructions on how to accessRioCan’s proxy materials and return the Non-RegisteredUnitholder’s voting instructions.

Non-Registered Unitholders may set deadlines for voting that are further in advance ofthe Meeting than those set out in this Information Circular. Non-Registered Unitholdersshould contact their broker or Intermediary for further details. If you are a Non-RegisteredUnitholder, contact your broker or other Intermediary for any voting questions.

2. Voting at the Meeting

Registered Unitholders and duly appointed proxyholders (including Non-RegisteredUnitholders who have duly appointed themselves as proxyholder) may vote at theMeeting by completing a ballot online through the live webcast platform during theMeeting, as further described under the heading “How do I Attend and Participate atthe Meeting?”

Guests (including Non-Registered Unitholders who have not duly appointedthemselves as proxyholder) can log into the Meeting to listen to the Meeting, but willnot be able to vote during the Meeting.

Non-Registered Unitholders who have not duly appointed themselves as proxyholderwill not be able to vote at the Meeting but will be able to participate as a guest. This isbecause RioCan and its Transfer Agent, do not have a record of the Non-RegisteredUnitholders of RioCan, and, as a result, will have no knowledge of a Non-RegisteredUnitholder’s Units or entitlement to vote, unless the Non-Registered Unitholder isappointed as proxyholder.

If you are a Non-Registered Unitholder and wish to vote at the Meeting, you must appointyourself as proxyholder by inserting your own name in the space provided on the votinginstruction form sent to you and you must follow all applicable instructions, including thedeadline provided by your broker or Intermediary. See the headings “Appointment of aThird Party as Proxy” and “How do I Attend and Participate at the Meeting?”

Appointment of a Third Party as Proxy

The following applies to Unitholders who wish to appoint someone as their proxyholder,other than the RioCan proxyholders named in the form of proxy or voting instruction form.This includes Non-Registered Unitholders who wish to appoint themselves as proxyholderto attend, participate or vote at the Meeting.

Unitholders who wish to appoint someone other than the RioCan proxyholders as

their proxyholder to attend and participate at the Meeting as their proxyholder and

vote their Units MUST submit their form of proxy or voting instruction form, as

applicable, appointing that person as proxyholder AND they MUST complete the

additional step of registering the proxyholder by calling AST Trust Company

(Canada), as described below. Registering your proxyholder is an additional step to

be completed AFTER you have submitted your form of proxy or voting instruction

form. Failure to register the proxyholder will result in the proxyholder not receiving

a control number, which is required to vote at the Meeting.

Step 1: Submit your form of proxy or voting instruction form: To appoint someoneother than the RioCan proxyholder as proxyholder, insert that person’s name in theblank space provided in the form of proxy or voting instruction form (if permitted) and


follow the instructions for submitting such form of proxy or voting instruction form. Thismust be completed before registering such proxyholder, which is an additional step tobe completed once you have submitted your form of proxy or voting instruction form.

If you are a Non-Registered Unitholder and wish to vote at the Meeting, you have

to insert your own name in the space provided on the voting instruction form sent

to you by your Intermediary, follow all of the applicable instructions provided by

your Intermediary AND register yourself as proxyholder, as described below. Bydoing so, you are instructing your Intermediary to appoint you as proxyholder. It isimportant that you comply with the signature and return instructions provided by yourIntermediary. Please also see further instructions below under the heading “How do IAttend and Participate at the Meeting?”

Step 2: Register your proxyholder: To register a third party proxyholder, Unitholdersmust complete the additional step of registering the proxyholder by calling AST TrustCompany (Canada) at 1-866-751-6315 (within North America) or 1-212-235-5754(outside of North America) by no later than 5:00 p.m. (Toronto time) on May 28, 2020and provide the Transfer Agent with the required proxyholder contact information sothat the Transfer Agent may provide the third party proxyholder with a control numbervia e-mail. Failure to register your proxyholder will result in the proxyholder not

receiving a control number, which is required to vote at the Meeting.

Non-Registered Unitholders who have not duly appointed themselves as

proxyholder will not be able to vote at the Meeting but will be able to participate

as a guest.

How do I Attend and Participate at the Meeting?

RioCan is holding the Meeting in a virtual only format, which will be conducted via liveaudio webcast. Unitholders will not be able to attend the Meeting in person. Attending theMeeting online enables registered Unitholders and duly appointed proxyholders, includingNon-Registered Unitholders who have duly appointed themselves as proxyholder, toparticipate at the Meeting and ask questions, all in real time. Registered Unitholders andduly appointed proxyholders can vote at the appropriate time during the Meeting.

Guests, including Non-Registered Unitholders who have not duly appointed themselvesas proxyholder, can log in to the Meeting as set out below. Guests can listen to theMeeting but are not able to vote.

If you wish to attend and participate in the Meeting as a Registered Unitholder or dulyappointed proxyholder:

• Log in online at https://web.lumiagm.com/158034523. It is recommended that youlog in at least one hour before the Meeting starts.

• Click on “I have a control number” and then enter your AST control number(see below) and password “riocan2020” (case sensitive).

OR

If you wish to attend the Meeting as a guest:

• Click on “I am a guest” and then complete the online form to provide brief details(name, company, email).

Registered Unitholders: The control number will be located on the form of proxy or inthe email notification you received from the Transfer Agent.

Duly Appointed Proxyholders: The Transfer Agent will provide the proxyholder with acontrol number by e-mail after the proxy voting deadline has passed and theproxyholder has been duly appointed AND registered as described under the heading“Appointment of a Third Party as Proxy” above.


It is your responsibility to ensure internet connectivity for the duration of the Meeting andyou should allow ample time to log in to the Meeting online before it begins.

How Can I Change or Revoke my Vote?

A proxy given by a Unitholder for use at the Meeting may be revoked at any time prior toits use. In addition to revocation in any other manner permitted by law, a proxy may berevoked by an instrument in writing executed by the Unitholder or by his or her attorneyauthorized in writing or, if the Unitholder is a corporation, under its corporate seal or byan officer or attorney thereof duly authorized and deposited with AST Trust Company(Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1 or by fax to416-368-2502 (toll-free within North America to 1-866-781-3111) at any time up to andincluding two business days preceding the Meeting or any adjournment thereof at whichthe proxy is to be used or with the Chairman of the Meeting on the date of the Meeting orany adjournment thereof, and upon either of such deposits, the proxy is revoked.

If a Unitholder has followed the process for attending and voting at the Meeting online,voting at the Meeting online will revoke such Unitholder’s previous proxy. If you do notwish to revoke a previously submitted proxy, you should not vote during the Meeting.

A Non-Registered Unitholder may revoke a voting instruction form by written notice to theIntermediary in accordance with the instructions provided by the Intermediary, includingany time frames required by the Intermediaries for such purpose. Accordingly, any suchrevocation should be completed well in advance of the deadline prescribed in the proxycard or voting instruction form to ensure it is given effect at the Meeting.

How Will Votes be Tabulated?

Proxies will be counted and tabulated by the Transfer Agent. Proxies will be submitted tomanagement where they contain comments clearly intended for management or to meetlegal requirements.

Advance Notice Policy

The Trust’s Declaration of Trust contains an advance notice policy (the “Advance Notice

Policy”) which requires a nominating Unitholder to provide notice to the Trustees ofproposed Trustee nominations not less than 30 days prior to the date of the applicableannual or special meeting (being not later than May 1, 2020 for purposes of the 2020Meeting). This advance notice period is intended to give the Trust and its Unitholderssufficient time to consider any proposed nominees. A copy of the Declaration of Trust,which sets out the Trust’s Advance Notice Policy, may be viewed under the Trust’s profileon SEDAR at www.sedar.com.

Unitholder Proposals

The Declaration of Trust provides for the ability of an eligible Unitholder (meeting certainspecified criteria) to submit a proposal for consideration at an annual meeting of the Trust(other than proposals with respect to the nomination of Trustees which must follow theprovisions of the Advance Notice Policy referred to above). In accordance with theDeclaration of Trust, a proposal must be submitted by an eligible Unitholder at least 90days before the anniversary date of the notice of the prior annual meeting. No Unitholderproposals were submitted for purposes of the Meeting. The final date for submission ofproposals by Unitholders for inclusion in the circular in connection with next year’s annualmeeting of Unitholders is January 7, 2021.


Voting Results

Voting results of the Meeting will be filed on SEDAR at www.sedar.com following theMeeting. Voting results on each of the matters voted on at the Trust’s annual meeting ofUnitholders held on May 28, 2019 (together with the preceding year, as applicable) are asfollows:

Brief Description of Voting Matters

Outcome of the Vote1

2019 2018

Approved For Approved For

The election of each of the followingnominees as members of the Board ofTrustees:

Bonnie Brooks, C.M. 90.62% 99.39%

Richard Dansereau 99.90% 99.44%

Paul Godfrey, C.M., O.Ont. 75.50% 74.80%

Dale H. Lastman 94.44% 90.95%

Jane Marshall 99.68% 99.59%

Sharon Sallows 90.36% 95.35%

Edward Sonshine, O.Ont., Q.C. 99.40% 99.24%

Siim A. Vanaselja 96.92% 98.43%

Charles M. Winograd 99.69% 99.72%

(1) In respect of the election of trustees and appointment of auditors, since no ballot was required or held on these matters,this information reflects the proxy tabulation results.

Brief Description of Voting Matters

Outcome of the Vote1

2019 2018

Approved For Approved For

Appointment of Ernst & Young LLP asthe auditors of the Trust

99.70% 99.40%

Say-on-Pay 81.36% 87.94%

(1) In respect of the election of trustees and appointment of auditors, since no ballot was required or held on these matters,this information reflects the proxy tabulation results.

AUTHORIZED CAPITAL AND PRINCIPAL HOLDERS THEREOF

RioCan’s authorized capital is divided into equity interests of two classes: Units andpreferred units (the “Preferred Units”). The Preferred Units may be issued from time totime in one or more series, and the Trustees may fix from time to time before such issuethe number of Preferred Units which is to comprise each series and the designation,rights, privileges, restrictions and conditions (including the voting rights of a particularseries) attaching to each series of Preferred Units.

Units

The number of Units which RioCan may issue is unlimited. As at April 13, 2020, therewere 317,236,113 Units issued and outstanding. Each Unit confers the right to one vote


at any meeting of Unitholders. Each Unit confers the right to, subject to the rights of theholders of the Preferred Units, participate equally and rateably in distributions by the Trustand, on termination of the Trust, in the net assets of the Trust remaining after satisfactionof all liabilities, including the rights of the holders of the Preferred Units. The Units arelisted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “REI.UN”.

In addition, there are issued and outstanding as at April 13, 2020 an aggregate of481,769 exchangeable limited partnership units of limited partnerships that aresubsidiaries of the Trust that have been issued to vendors, as partial consideration, inconnection with property acquisitions. These exchangeable limited partnership units donot vote at a meeting of Unitholders, are exchangeable into Units on a one-for-one basis(subject to certain adjustment provisions) and entitle the holder thereof to distributions onthe exchangeable units which are equivalent to the distributions paid on the Units intowhich they may be exchanged.

To the knowledge of the Trustees and executive officers, no person or companybeneficially owns or exercises control or direction, directly or indirectly, over more than10% of the Units.

Preferred Units

The number of Preferred Units which RioCan may issue is limited to 50,000,000. As atApril 13, 2020, there are no preferred units issued and outstanding.

QUORUM FOR MEETING

Two Unitholders entitled to vote at a meeting of the Unitholders at any meeting holding inthe aggregate not less than 25% of the total number of outstanding Units represented atthe Meeting or by proxy will constitute a quorum for the Meeting or any adjournmentthereof. If a Unitholder submits a properly executed form of proxy or votes by telephoneor the internet, that Unitholder will be considered part of the quorum.

QUESTIONS AND ANSWERS ON PROXY VOTING

Q. What am I voting on?

A: Unitholders are voting on the election of Trustees for the coming year and theappointment of auditors. Unitholders will also vote on a Declaration of TrustAmendment Resolution as well as a non-binding Say-on-Pay Resolution both asset out in further detail herein.

Q: Who is entitled to vote?

A: Unitholders as of the close of business on the Record Date (being April 13, 2020) areentitled to vote. Each Unit entitles the holder to one vote on those items of businessidentified in the Notice.

Q: What if ownership of Units has been transferred after the Record Date?

A: The Declaration of Trust provides that only holders of Units of record at the close ofbusiness on the Record Date are entitled to vote at the Meeting, even though suchUnitholder has since that date disposed of his or her Units, and, except as otherwisedetermined from time to time by the Trustees, no Unitholder becoming such after theRecord Date will be entitled to receive notice of and vote at such Meeting or anyadjournment thereof or to be treated as a Unitholder of record for purposes of suchother action.


Q: Who is soliciting my proxy?

A: The form of proxy sent to you is being solicited by management and the associatedcosts will be borne by the Trust. The solicitation will be made primarily by mail butmay also be made by telephone or in writing by the Trustees or by officers and/oremployees of the Trust.

Q: What if I sign the form of proxy sent to me?

A: Signing the form of proxy sent to you gives authority to Edward Sonshine, O.Ont.,Q.C., the Chief Executive Officer of the Trust, or Jennifer Suess, Senior VicePresident, General Counsel & Corporate Secretary of the Trust, or to another personyou have appointed, to vote your Units at the Meeting.

Q: Can I appoint someone other than these representatives to vote my Units?

A: Yes. Follow the instructions set out in this Information Circular under the heading“Appointment of a Third Party as Proxy”.

Q: What do I do with my completed proxy?

A: Follow the instructions set out under the heading “How do I Vote? – 1. Voting ByProxy Before the Meeting” before the deadline to ensure that your vote is recorded.Non-Registered Unitholders should complete and send the voting instruction formin accordance with the instructions provided by their broker or other Intermediary.Brokers or other Intermediaries may set deadlines for voting that are further inadvance of the Meeting than those set out in this Information Circular.Non-Registered Unitholders should contact their broker or Intermediary for furtherdetails.

Q: If I change my mind, can I take back my proxy once I have given it?

A: Yes. If you change your mind and wish to revoke your proxy, follow the instructionsset out in this Information Circular under the heading “How Can I Change or Revokemy Vote?”

Q: How will my Units be voted if I give my proxy?

A: The persons named on the form of proxy must vote for or against or withhold fromvoting your Units in accordance with your directions. In the absence of suchdirections, however, your Units will be voted in the discretion of the proxyholder. If theproxyholder is management’s representatives, your Units will be voted in favour ofthe election of each of the Trustees and the appointment of auditors, the Declarationof Trust Amendment Resolution and for the Say-on-Pay Resolution.

Q: What if amendments are made to these matters or if other matters are brought

before the Meeting?

A: The persons named in the form of proxy will have discretionary authority with respectto amendments or variations to matters identified in the Notice and with respect toother matters that may properly come before the Meeting. As of the date of thiscircular, the Trustees know of no such amendment, variation or other matterexpected to come before the Meeting. If any other matters properly come before theMeeting, the persons named in the form of proxy will vote on them in accordancewith their best judgment.

Q: How many Units are entitled to vote?

A: As of April 13, 2020, there are 317,236,113 Units outstanding. Each Unitholder hasone vote for each Unit held at the close of business on the Record Date.


Q: If I need to contact the transfer agent, how do I reach it?

A: You can contact the transfer agent by mail at:

AST Trust Company(Canada)P.O. Box 700, Station BMontreal, Quebec H3B 3K3

or by telephone: (416) 682-3860or toll-free throughout North America: 1-800-387-0825or by email: [email protected]

Q: If my Units are not registered in my name but are held in the name of a

nominee or Intermediary (a bank, trust company, securities broker, trustee or

other), how do I vote my Units?

A: Follow the instructions set out under the heading “How do I Vote?”.relating toNon-Registered Unitholders.

Q: What is an advisory Say-on-Pay vote?

A: The advisory vote on Say-on-Pay is being provided to allow Unitholders to show theirapproval or disapproval of the Trust’s executive compensation policies which aredescribed in detail in this Circular. An advisory vote is non-binding on the Trust and itremains the duty of the Board and Human Resources and Compensation Committeeof the Trust (the “HRCC”) to develop and implement appropriate executivecompensation policies for the Trust. If the Say-on-Pay Resolution is not approvedby at least 70% of votes cast at the Meeting, the Board undertakes to discuss withUnitholders why they do not approve of the Trust’s executive compensation policiesand to consider modifications to such policies. The Board will disclose to Unitholdersas soon as is practicable, but not later than six months following the Meeting, asummary of the comments received from Unitholders in the engagement process andthe changes to the executive compensation policies made or to be made by the Board.


MATTERS REQUIRING UNITHOLDER APPROVAL

Election of Trustees

Pursuant to the Declaration of Trust, there are to be no fewer than five nor more thanfifteen Trustees. Nine Trustees are to be elected at the Meeting.

The Board of Trustees of the Trust (the “Board of Trustees” or the “Board”) has adopteda policy which entitles each Unitholder to vote for each nominee on an individual basis.Each Trustee should be elected by the vote of a majority of the Units represented at theMeeting that are voted in respect of that Trustee. If any nominee for election as Trusteereceives, from the Units voted at the Meeting, a greater number of votes “withheld” thanvotes “for” his or her election, the Trustee will be expected to immediately tender his orher resignation to the Chairman of the Board of Trustees following the Meeting, to takeeffect upon acceptance by the Board of Trustees.

In such circumstances, the Nominating and Governance Committee would expeditiouslyconsider such Trustee’s offer to resign and would make a recommendation to the Boardof Trustees whether or not to accept such offer to resign. Within 90 days of the meeting ofUnitholders, the Board of Trustees would make a final decision concerning theacceptance of such Trustee’s resignation and would announce that decision by way of anews release, a copy of which will also be provided to the TSX. A Trustee’s resignationwill become effective immediately upon acceptance by the Board of Trustees. If the Boarddoes not accept the resignation, the news release must fully state the reasons for suchdecision. Pursuant to its policy, the Board of Trustees shall accept the resignation of aTrustee pursuant to its majority voting policy absent exceptional circumstance. AnyTrustee who tenders his or her resignation will not be permitted to participate in thedeliberations of the Board of Trustees or any of its committees pertaining to theresignation.

The process applies only in circumstances involving an “uncontested” election of Trustees– where the number of Trustee nominees does not exceed the number of Trustees to beelected and where no proxy materials are circulated in support of one or more nomineeswho are not part of the slate supported by the Board of Trustees for election at themeeting. If any Trustee fails to tender his or her resignation as contemplated above, theBoard of Trustees would not re-nominate that Trustee. Subject to any restrictions in theDeclaration of Trust, where the Board of Trustees accepts the offer of resignation of aTrustee and that Trustee resigns, the Board of Trustees may exercise its discretion withrespect to the resulting vacancy and may, without limitation, leave the resulting vacancyunfilled until the next annual meeting of Unitholders, fill the vacancy through theappointment of a new Trustee whom the Board of Trustees considers to merit theconfidence of the Unitholders, or call a special meeting of Unitholders to elect a newnominee to fill the vacant position.

In accordance with TSX guidelines, a majority of the current members of the Board ofTrustees are neither employees nor officers of the Trust. The following individuals aremanagement’s nominees for appointment as Trustees: Bonnie Brooks, C.M., RichardDansereau, Paul Godfrey, C.M., O.Ont., Dale H. Lastman, C.M., Jane Marshall, SharonSallows, Edward Sonshine, O.Ont., Q.C., Siim A. Vanaselja and Charles M. Winograd.Assuming that the Unitholders of the Trust vote in favour of all of management’snominees, eight of nine Trustees appointed at the Meeting would be neither employeesnor officers of the Trust, and seven of the nine Trustees would be independent within themeaning of applicable securities laws. For an additional discussion with respect to theBoard of Trustees’ determination of which Trustees are independent and which are notindependent, please refer to the disclosure set out below under the heading “Statement ofGovernance Practices – Composition of the Board of Trustees and Independence” onpage 78 of this Circular.


Nominees for Appointment

The present term of office of each Trustee will expire immediately prior to the election ofTrustees at the Meeting. It is proposed that each of the persons whose name appearsbelow be elected as a Trustee to serve until the close of the next annual meeting ofUnitholders or until his or her successor is elected.

Following the election of Trustees at RioCan`s Meeting of Unitholders on June 2, 2020,the size of the Board will remain at nine.

Management of the Trust and the Trustees, as a group (39 persons), own beneficially orexercise control or direction over 1,102,160 Units, or approximately 0.35% of theoutstanding Units, as at April 13, 2020.

On any vote that may be called for the election of Trustees, the Units represented

by proxies in favour of the management nominees will be voted in favour of the

election of such persons as Trustees, except to the extent a Unitholder has

specified in his or her proxy that his or her Units are to be withheld from voting in

the election of some or all of the Trustees. Management does not anticipate that

any of the nominees listed below will be unable to serve as a Trustee, but if that

should occur for any reason prior to the Meeting, then the person named in the

form of proxy may vote for the election of another person or persons in their

discretion.


Trustee Nominees

Bonnie Brooks,C.M.

Toronto, Ontario, CA

Age: 66

Status: Independent

Joined Board:

June 5, 2013

Areas of Expertise:

Business leadership;Corporate governance;Environmental & Social;Finance; Operations; Realestate; Real estatedevelopment; Retail

2019 Annual Meeting:

Votes in favour: 90.62%

Ms. Brooks is the President and Chief Executive Officer of Chico’s FAS, a USA based publiclytraded company, and has more than 30 years of experience in the retail sector across allCanadian markets and internationally. Until recently, Ms. Brooks served as Chair, LiquorControl Board of Ontario, an agency of the Province of Ontario. From 2008 to 2016,Ms. Brooks held leadership roles at Hudson’s Bay Company including CEO, President andVice Chair. From 2008 to 2012, she was CEO and President of HBC Canada, from 2012 to2014, she was President of HBC Canada and USA, and from 2014 to 2016, she served asVice Chairman of Hudson’s Bay Company (Saks Fifth Avenue, Lord and Taylor USA, KaufhofGermany and Hudson’s Bay Canada). Ms. Brooks has been a Trustee of the Trust since June2013. From 1997 to 2008, Ms. Brooks served as an executive officer, including as President,of the Lane Crawford Joyce Group based out of Hong Kong with over 500 Asian retaillocations. Prior to that she served as Executive Vice President at Holt Renfrew inCanada. Ms. Brooks is a director of Rogers Communications Inc. and Chico’s FAS, and aformer director of Abercrombie and Fitch USA, Empire (Sobey’s) Ltd. and Indigo Books inCanada. She served on the Federal Finance Minister’s Economic Advisory Board and theOntario Provincial Jobs and Prosperity Board. Ms. Brooks has a Master of BusinessAdministration degree from the University of Western Ontario and holds three honoraryDoctorate Degrees. She was awarded the Queen’s Diamond Jubilee medal for herphilanthropic work and in 2016 was appointed to the Order of Canada.

Board & Committee Attendance During 2019

Board of

Trustees

Committee1

Total

AttendanceAC NGC IC HRCC

- ✓ ✓ -

5/5 - 2/2 2/2 - 100%

Current Public Directorships

Chico’s FAS 2016 – Present

Rogers Communications Inc. 2015 – Present

RioCan Securities Held as at the date hereof

Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)2

Multiple of

Total Retainer

(Cash + Equity)3

Unit Ownership

Requirement Met

Nil 48,793 48,793 797,278 4.7x ✓

(1) “AC” Audit Committee; “NGC” Nominating and Governance Committee; “IC” Investment Committee; “HRCC” HumanResources and Compensation Committee.

(2) For purposes of these charts, the value of equity was calculated using the volume weighted average trading price of Unitson the TSX for the five days preceding April 13, 2020 ($16.34).

(3) Total retainer includes (i) cash retainer of $70,000 for all Trustees other than Mr. Godfrey, who receives $225,000 as Chairof the Board, and (ii) equity grants equal in value to $100,000 for all Trustees other than Mr. Godfrey, who receives$150,000 in value. As CEO of the Trust, Mr. Sonshine does not receive any remuneration in his capacity as a Trustee.


Richard Dansereau

New York, USA

Age: 59

Status: Independent

Joined Board:

May 29, 2018

Areas of Expertise:

Business leadership;Corporate governance;Finance; Financial literacy;Investment; Multi-family realestate Operations



Mr. Dansereau has over 30 years of real estate experience. He is currently a ManagingDirector at Stonehenge Partners, a New York-based real estate company which owns andmanages a portfolio of residential apartments in Manhattan. Prior to joining Stonehenge,Mr. Dansereau was President and Chief Operating Officer of Cadim, a real estate division ofCaisse de depot et placement du Québec from 2000 to 2009 and prior to that he was Vice-President of Acquisitions for Canadian Real Estate Investment Trust from 1997 to2000. Mr. Dansereau has been a Trustee of the Trust since May 2018. Previously, he servedas Chairman of the Board of Agellan REIT and as Trustee of Inovalis REIT. Mr. Dansereaualso served on the investment committee of Fiera Real Estate and the boards of other privateand public companies, including MCAN Mortgage Corp., Lemay Associates andEcosystem. Mr. Dansereau has a certificate in marketing from the Business School of theUniversity of Montreal.


Board of

Trustees

CommitteeTotal


✓ - - Chair

5/5 4/4 - - 5/51 100%


None


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

4,670 16,668 21,338 348,663 N/A Must meetrequirement byMay 28, 2023

(1) Mr. Dansereau was appointed Chair of the HRCC effective May 28, 2019.


Paul Godfrey,C.M., O.ONT.


Age: 81

Status: Independent

Joined Board:

December 14, 1993

Areas of Expertise:

Accounting; Businessleadership; Corporategovernance; Financialliteracy; Operations; Realestate



Mr. Godfrey is the Executive Chairman of Postmedia Network Canada Corp. Mr. Godfrey hasbeen a Trustee of the Trust since December 1993. He was President and CEO of theNational Post from 2009 to 2010; President and CEO of Postmedia Network from 2010 to2017 and Executive Chairman and CEO of Postmedia Network from 2017 to 2018. From2000 to 2008, Mr. Godfrey was President and CEO of the Toronto Blue Jays Baseball Club.Mr. Godfrey was appointed Chair of the Ontario Lottery and Gaming (OLG) from 2010 to2013. From 1991 to 2000, Mr. Godfrey was President and CEO of Sun Media Corporationand its predecessor, The Toronto Sun Publishing Corporation, and from 1984 to 1991 he wasthe Publisher and CEO of The Toronto Sun. Mr. Godfrey also served as the Chairman of theMunicipality of Metropolitan Toronto from 1973 to 1984. Mr. Godfrey serves as a Director ofCargojet Inc. and as Vice Chair of the Baycrest Centre for Geriatric Care. Throughout hiscareer, Mr. Godfrey has been a pillar in the Canadian business community earning therespect of his peers and other participants in the capital markets. He has in depth knowledgeof each of the six major markets in which RioCan operates, stemming from his ability tosuccessfully navigate business operations in those locations over many years and building upa credible reputation with many of the key market players in each. In 1999, Mr. Godfrey wasmade a member of the Order of Canada and, in 2010, Mr. Godfrey was appointed to theOrder of Ontario, further bolstering the numerous accolades of RioCan’s Chairman.


Board of

Trustees

CommitteeTotal

AttendanceAC1 NGC IC HRCC1

✓ ✓ ✓ ✓

5/5 4/4 2/2 2/2 5/5 100%

Current Public Directorships2

Cargojet Inc. 2009 – Present

Postmedia Network Canada Corp. 2010 – Present


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

172,601 62,376 234,977 3,839,524 10.2x ✓

(1) Mr. Godfrey became a non-voting, ex-officio member of the AC and HRCC in January 2020.(2) Pursuant to an Order of the Ontario Superior Court of Justice dated October 6, 2009, Canwest Global Communications

Corp. (“Canwest”) and certain of its affiliates obtained protection from their creditors under the Companies’ CreditorsArrangement Act (Canada) (the “CCAA”). Similarly, on October 6, 2009, the subordinate voting shares and the non-votingshares of Canwest were suspended from trading on the Toronto Stock Exchange (the “TSX”) while a review to determinewhether the company was meeting the continued listing requirements of the TSX was being conducted. On October 15,2009, Canwest received a notice from the TSX informing the company that its subordinate voting shares and non-votingshares would be delisted from the exchange effective November 13, 2009 for failure to meet the continued listingrequirements. In response to this notice, on November 13, 2009, Canwest announced that its subordinate voting sharesand non-voting shares would begin trading on the TSX Venture Exchange effective November 16, 2009. Thereafter, inconnection with the implementation of the amended and restated plan of compromise, arrangement and reorganizationunder the CCAA and the Canada Business Corporations Act in respect of Canwest and certain of its affiliates on or aboutOctober 27, 2010, the shares of Canwest were delisted from the TSX Venture Exchange. Mr. Godfrey was a senior officerof certain subsidiaries of Canwest throughout the period described above.


Dale H. Lastman,C.M.


Age: 63

Status: Non-Independent

Joined Board:

June 2, 2004

Areas of Expertise:

Business leadership;Corporate governance;Legal



Mr. Lastman is the chair and a partner at Goodmans LLP. He practices corporate,commercial and securities law and provides counsel in connection with public offerings,mergers and acquisitions, and business restructurings. Mr. Lastman has been a Trustee ofthe Trust since June 2004. He is a Director of Maple Leaf Sports & Entertainment Ltd. andRoots Corporation, and is also Alternate Governor for the NHL, NBA and CFL. In 2019,Mr. Lastman was elected Chair of the Board of Governors of the CFL. He was appointedChair of Baycrest in 2018 and also serves as an honorary trustee of the Hospital for SickChildren. In 2017, Mr. Lastman was named a Member of the Order of Canada. He has alsobeen appointed by the Minister of National Defence as an Honorary Captain of the RoyalCanadian Navy and awarded the rank of an Honorary Detective by the Toronto PoliceService.


Board of

Trustees

CommitteeTotal


- - - -

4/5 - - - - 80%


Roots Corporation October 25,2017 – Present


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

29,932 40,969 70,901 1,158,522 6.8x ✓


Jane Marshall


Age: 63

Status: Independent

Joined Board:

June 17, 2015

Areas of Expertise:

Business leadership;Corporate governance;Environmental & Social;Finance; Operations;Real estate; Real estatedevelopment; Retail



Jane Marshall has more than 30 years of experience in real estate management, particularlywith food and retail companies. Ms. Marshall is the Chair of the Investment Committee atRioCan. Most recently, Ms. Marshall was the CEO of GoodLeaf Farms, where she led thedevelopment of the company’s automated vertical farm in Guelph, and the sale of an interestto a global food company. Previously, Ms. Marshall served as Chief Operating Officer ofChoice Properties REIT, a publicly traded REIT, majority owned by Loblaw Companies Ltd.and she played a key role in its IPO. Ms. Marshall also served as Executive Vice-President ofLoblaw Properties and Business Strategy and was responsible for the acquisition,development, construction and management of its portfolio of more than 65 million squarefeet of owned retail, warehouse and office space as well as all its leased locations.Ms. Marshall led Loblaws’ acquisition of T&T Supermarkets and the purchase andcomprehensive joint redevelopment of Maple Leaf Gardens (MLG) with Ryerson University.Ms. Marshall holds the ICD.D designation of the Institute of Corporate Directors and has aBachelor of Arts from the University of Toronto. Ms. Marshall has served on not for-profitBoards including the Children’s Aid Foundation and Toronto Lands Corporation. Mostrecently, Ms. Marshall was appointed to the Board of Plaza REIT.


Board of

Trustees

CommitteeTotal


- ✓ Chair ✓

5/5 - 2/2 2/2 5/5 100%


Plaza Retail REIT November 5,2019 – Present


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

16,846 29,675 46,521 760,153 4.5x ✓


Sharon Sallows


Age: 70

Status: Independent

Joined Board:

June 1, 1999

Areas of Expertise:

Business leadership;Corporate governance;Finance; Financial literacy;Human resources/executivecompensation; Real estate;Real estate development



Ms. Sallows is currently a member of the board of directors and Chair of the Human Resourcesand Compensation Committee of Home Capital Group Inc., a director of Chartwell RetirementResidences REIT and the Chair of the Governance Committee at AIMCo. Ms. Sallows hasbeen a Trustee of the Trust since June 1999. In the past, Ms. Sallows served as a director on asubstantial number of public and private companies including the Ontario Teachers’ PensionPlan Board where she served both as Chair of the Human Resources and CompensationCommittee and the Governance Committee at different points in time. Previously, Ms. Sallowswas a principal in Ryegate Capital Corporation, a company engaged in the provision ofmerchant banking and advisory services to institutional and corporate clients. Ms. Sallows is aformer Executive Vice President of MICC Properties Inc. and, prior to that, held variouspositions at the Bank of Montreal, including Senior Vice President, Real Estate, CorporateBanking. Ms. Sallows received a B.A. from Carleton University, a M.Sc. from the LondonSchool of Economics, a Ph.D. from The Wharton School, University of Pennsylvania and alsoholds the ICD.D designation.


Board of

Trustees

CommitteeTotal


✓ - ✓ ✓

5/5 4/4 - 2/2 5/51 100%


Chartwell Retirement Residences REIT 2010 – Present

Home Capital Group Inc.2 May 8,2017 – Present


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

117,870 56,216 174,086 2,844,565 16.7x ✓

(1) Ms. Sallows served as Chair of the HRCC until May 28, 2019.(2) On February 9, 2017, Home Capital Group Inc. (“Home Capital”) received an enforcement notice from the staff of the

Ontario Securities Commission (“OSC”) relating to its disclosure in 2015 regarding the impact of Home Capital’s findingsthat income information that had been submitted on loan applications had been falsified and the subsequent remedialsteps taken by Home Capital. In February 2017, a proposed class action against Home Capital, Gerald Soloway, MartinReid and Robert Morton was commenced by Claire R. McDonald relating to the allegations (the “Class Action”). OnApril 29, 2017, the OSC issued a Statement of Allegations and Notice of Hearing relating to that disclosure against HomeCapital. On June 14, 2017, Home Capital announced that it had reached two settlement agreements which togethercomprised a global settlement with the OSC and with respect to the Class Action. The OSC settlement was approved onAugust 9, 2017. The OSC settlement related to enforcement proceedings was initiated by the OSC prior to the date thatMs. Sallows joined the board. Ms. Sallows joined Home Capital’s board of directors on May 8, 2017, after thecommencement of the enforcement proceedings and related litigation claims.


Edward Sonshine,O.ONT., Q.C.


Age: 73

Status: Non-Independent

Joined Board:

December 14, 1993

Areas of Expertise:

Business leadership;Corporate governance;Finance; Financial literacy;Legal; Operations; Realestate; Real estatedevelopment



Mr. Sonshine is the Founder and Chief Executive Officer of RioCan Real Estate InvestmentTrust, and is a graduate of the University of Toronto and Osgoode Hall Law School.Mr. Sonshine is a Director of Cineplex Inc. and from 2008 to April 2017, Mr. Sonshine was aDirector of the Royal Bank of Canada. Mr. Sonshine is active in the community and is currentlya Director of Sinai Health System. In the past, he was Chair and a Director of Canada IsraelSecurities as well as Co-Chair of the annual campaign of the United Jewish Appeal and amember of the Top Gifts Cabinet of the United Way. Mr. Sonshine is also a past Trustee of theInternational Council of Shopping Centers. He was appointed Queens Counsel in 1983, amember of the Order of Ontario in 2011, and in 2013, he was honoured as Canada’sOutstanding Chief Executive Officer of the Year.


Board of

Trustees

CommitteeTotal


- - - -

5/5 - - - - 100%


Cineplex Inc. 2010 – Present

RioCan Securities Held as at the date hereof2

Units

(#)

DUs

(#)

PEUs

(#)1

REUs

(#))1

Total (#) Total

Value

($)3

Multiple of

Total Retainer

(Cash + Equity)3

Unit Ownership

Requirement Met3

500,127 N/A 205,240 127,287 832,6542 13,605,566 N/A ✓

(1) PEUs and REUs held by Mr. Sonshine will be settled in Units upon vesting and settlement.(2) In addition to PEUs and REUs above, Mr. Sonshine holds 3,336,454 Unit Options (3,036,454 vested and 300,000

unvested).(3) As Chief Executive Officer of the Trust, Mr. Sonshine is subject to executive unit ownership guidelines. See page 56 for

additional details.


Siim A. Vanaselja

Westmount, Quebec, CA

Age: 63

Status: Independent

Joined Board:

May 5, 2017

Areas of Expertise:

Accounting; Businessleadership; Corporategovernance; Finance;Financial literacy;Operations



Mr. Vanaselja is a Corporate Director who served as the Executive Vice-President and ChiefFinancial Officer of BCE Inc. and Bell Canada, from 2001 to 2015. Prior to joining BCE Inc.,he was a Partner with KPMG Canada in Toronto. Mr. Vanaselja is a director and the Chair ofTC Energy Corporation, a director and Chair of the Audit Committee of Great-West LifecoInc., and a director of Power Financial Corporation. Mr. Vanaselja has been a Trustee of theTrust since May 2017. Mr. Vanaselja served as a director and Chair of the Audit Committeeof Maple Leaf Sports & Entertainment Ltd. He also served on the Finance Minister’s FederalAdvisory Committee on Financing, Moody’s Council of Chief Financial Officers, the CorporateExecutive Board’s Working Council for Chief Financial Officers as well as the ConferenceBoard of Canada’s National Council of Financial Executives. Mr. Vanaselja is a Fellow of theChartered Professional Accountants of Ontario, a member of the Institute of CorporateDirectors and holds an Honours Bachelor of Business Administration degree from theSchulich School of Business. His community involvement has included Big Brothers BigSisters, St. Mary’s Hospital Foundation, the Heart and Stroke Foundation and the annualWalk for Kids Help Phone.


Board of

Trustees

CommitteeTotal


Chair - - ✓

5/5 4/4 - - 5/5 100%


TC Energy Corporation 2014 – Present

Great-West Lifeco Inc. 2014 – Present

Power Financial Corporation 2018 – Present


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

Nil 27,431 27,431 448,223 N/A Must meetrequirement by

May 5, 2022


Charles M. Winograd


Age: 72

Status: Independent

Joined Board:

February 1, 2009

Areas of Expertise:

Business leadership;Corporate governance;Finance; Financial literacy



Mr. Winograd is Senior Managing Partner of Elm Park Capital Management, a mid-marketlending limited partnership. He is also President of Winograd Capital Inc., an externalconsulting and private investment firm. Mr. Winograd retired from RBC Capital Markets inDecember 2008, where he was Deputy Chairman from 1996 to 1998, President and ChiefOperating Officer from 1998 to 2001, and President, or Chairman, and Chief ExecutiveOfficer from 2001 to 2008. Mr. Winograd began his career at Richardson Securities in 1971as an investment analyst and had several progressively senior positions with RichardsonGreenshields and predecessor companies, becoming President and Chief Executive Officerin 1987 and Chairman and Chief Executive Officer in 1991 until it merged into RBC DominionSecurities in 1996. Mr. Winograd is Director and Chairman of TMX Group Limited, Director ofJames Richardson and Sons Limited and KEV Group and Lead Director of Spin MasterCorporation. Mr. Winograd is a Director of Sinai Health System. He is also a ManagementAdvisor with RP Investment Advisors and was on the Advisory Council for Promoting Womenon Boards. Mr. Winograd has been a Trustee of the Trust since February 2009. Mr. Winogradis past Chairman of the Investment Dealers Association of Canada. Mr. Winograd receivedhis MBA from the University of Western Ontario in 1971 and earned a Chartered FinancialAnalyst (CFA) designation in 1979.


Board of

Trustees

CommitteeTotal


- Chair ✓ -

4/5 - 2/2 2/2 - 89%


TMX Group Limited 2012 – Present

Spin Master Corp 2015 – Present


Units

(#)

DUs

(#)

Total

(#)

Total

Value

($)

Multiple of

Total Retainer

(Cash + Equity)

Unit Ownership

Requirement Met

22,327 51,717 74,044 1,209,879 7.1x ✓


Appointment of Auditors

Management of the Trust proposes to Unitholders that Ernst & Young LLP, CharteredProfessional Accountants, Licensed Public Accountants (“Ernst & Young LLP”) bereappointed as auditors of the Trust until the next annual meeting of Unitholders. Ernst &Young LLP was first appointed as auditors of the Trust on February 7, 2006.

The Trustees (through management) have negotiated with the auditors on an arm’slength basis in determining the fees to be paid to the auditors. Such fees have beenbased upon the complexity of the matters in question and the time incurred by theauditors. Management believes that the fees negotiated with the auditors are reasonablein the circumstances and would be comparable to fees charged by auditors providingsimilar services. A summary of the fees paid to the auditors for each of the last two fiscalyears, together with other information concerning the Audit Committee as required byNational Instrument 52-110 – Audit Committees, can be found starting at page 54 of theTrust’s Annual Information Form dated March 10, 2020.

On any vote that may be called relating to the appointment of auditors and the

fixing of their remuneration, the Units represented by proxies in favour of

management nominees will be voted in favour of the appointment of Ernst &

Young LLP as auditors of the Trust and in favour of authorizing the Trustees to fix

the remuneration of the auditors, unless a Unitholder specifies in his or her proxy

that his or her Units are to be withheld from voting on the appointment of auditors

and the fixing of their remuneration.

Declaration of Trust Amendment Resolution

Unitholders are being asked to consider, and if thought advisable, to pass an ordinaryresolution (the “Declaration of Trust Amendment Resolution”) to confirm, ratify andapprove the second amended and restated declaration of trust (the “Declaration of

Trust”) adopted by the Board of Trustees on April 2, 2020 (the “Second Amended and

Restated Declaration of Trust”). The Second Amended and Restated Declaration ofTrust was adopted to provide the Trust with the ability to hold a virtual Unitholder meetingand also make certain ancillary changes to modernize certain provisions of theDeclaration of Trust from its previous form adopted by the Board of Trustees on June 17,2015 (the “First Amended and Restated Declaration of Trust”). Pursuant toSection 12.2 of the First Amended and Restated Declaration of Trust, the Trustees arerequired to submit the Second Amended and Restated Declaration of Trust to theUnitholders at the Meeting to be confirmed, rejected or amended.

The Trustees unanimously approved the Second Amended and Restated Declaration ofTrust on April 2, 2020. A blackline reflecting the amendments to the First Amended andRestated Declaration of Trust is set out in Appendix B of this Information Circular.Unitholders should carefully review Appendix B of this Information Circular in its entirety.

The complete text of the Declaration of Trust Amendment Resolution being considered atthe Meeting is set forth in Appendix C of this Information Circular. In order to be effective,the resolutions set forth in Appendix C of this Information Circular must be approved by theaffirmative vote of the majority of the Units voted at the Meeting. If the Second Amendedand Restated Declaration of Trust are not approved by the affirmative vote of the majorityof the Units voted at the Meeting, the Second Amended and Restated Declaration of Trustshall cease to be effective immediately after the Meeting and the First Amended andRestated Declaration of Trust shall be automatically reinstated at the same time.

On any vote that may be called for the Declaration of Trust Amendment Resolution,

the Units represented by proxies intend to vote in favour of such resolution, except

to the extent a Unitholder has specified in his or her proxy that his or her Units are

to be withheld from voting on or voted against this matter in his or her proxy or

voting instruction form.


Say-On-Pay Non-Binding Advisory Vote

The Board believes that Unitholders should have the opportunity to fully understand theobjectives, philosophy and principles the Board uses in its approach to executivecompensation decisions. Detailed disclosure of the Trust’s compensation program,including recent changes made following consultations with Unitholders and review ofexecutive compensation practices, can be found under the heading “CompensationDiscussion and Analysis”.

The Board believes that Unitholders should have the opportunity to vote on the Trust’sapproach to executive compensation. This non-binding advisory vote (a “Say-on-Pay”)forms an important part of the ongoing process of engagement between Unitholders andthe Board on executive compensation. Say-on-Pay gives Unitholders a formal opportunityto provide their views through an annual non-binding advisory vote, which requires anaffirmative vote of a specified majority of the votes cast. The Trust will disclose the resultsof the vote as part of its report on voting results for the Meeting. Although the results willnot be binding, the Board will take the results into account when considering its policies,procedures, and decisions and in determining whether there is a need to increaseengagement with Unitholders. Also, the HRCC will take the results into account whenconsidering future executive compensation arrangements. In the event that theSay-on-Pay Resolution does not receive the support of at least 70% of the votes cast, theBoard will consult with Unitholders to fully understand their concerns, and will review theapproach to compensation in the context of those concerns. The Board will disclose toUnitholders as soon as practicable, and no later than six months following the Meeting, asummary of the comments received and the changes to the executive compensationplans made, or the reasons why no changes will be made.

In 2019, the Board approved certain changes to the Trust’s executive compensationprogram as follows:

• Amended the 2019 EMBP by replacing the 10% weighting based on net operating incomefrom development with a 10% weighting based on general and administrative expensesas a percentage of rental revenue (“G&A as a Percentage of Rental Revenue”).

• In order to ensure that the Trust’s performance is measured against a peer group thatis adequately weighted with peers that share a similar business model and reactcomparably to fluctuations in the market and general economy, the performancemetrics for Trust’s Performance Equity Unit Plan were amended in 2019 so that 50% isweighted based on the following:O relative three-year total Unitholder Return (“TUR”) against RioCan’s performance

peer group (comprised of all constituents over $1B market capitalization in theS&P/TSX Capped REIT Index (excluding RioCan) plus First Capital Real EstateInvestment Trust) weighted as to:

▪ 75% based on RioCan’s retail peers’ relative three-year TUR weighted bymarket capitalization, and

▪ 25% based on RioCan’s other peers’ relative three-year TUR weighted bymarket capitalization.

Since RioCan has one of the largest market capitalizations among its peers, itsrelative size could limit its ability to achieve a favorable performance relative tosmaller sized peers. Therefore, in 2019, RioCan continued the use of a weightedpeer group that gives greater emphasis on the absolute performance of the largermarket cap REITs.

• The PEUs granted in 2019 contemplate the possibility of a 0% payout if certainperformance thresholds are not met.

• Replaced Unit Option grants for certain Senior Executives with Restricted Equity Unit(“REUs”) grants for all Senior Executives.


The complete details of the changes adopted in 2019 are outlined in further detail in theLetter from the Chair of the HRCC and the Compensation Discussion and Analysisstarting at page 41. These changes were designed to be responsive to the concerns andmatters raised as part of our ongoing Unitholder engagement process and further alignRioCan’s executive compensation practices with the interests of its Unitholders.


TRUSTEE COMPENSATION

TRUSTEE COMPENSATION PHILOSOPHY

The Board of Trustees is responsible for supervising the management of the Trust’sproperty portfolio and other affairs, while acting in the best interests of the Trust. TheTrustee compensation program for non-executive Trustees is designed to be competitivewith comparator organizations and reflect market best practices.

Trustee Compensation Peer Group

A comprehensive Trustee and Board Chair compensation review of pay levels andpractices is conducted on a regular basis. In 2019, the HRCC engaged an independentconsulting firm, Willis Towers Watson (“WTW”) until October 2019 to conduct reviews ofTrustee and senior executive compensation levels and practices. As part of the ongoingcommitment to review Trustee and senior executive compensation levels and practices,the HRCC subsequently engaged Hexarem Inc. (“Hexarem”) in October 2019 to evaluatethe compensation plans, policies and programs of the Trust.

RioCan generally establishes Trustee compensation levels at around the 50th percentilefor total Trustee compensation and the 75th percentile for Board Chair compensation. TheHRCC considers data and findings presented by third-party advisors as well as its ownexperience, information and deliberations in making compensation decisions.

The following table lists the companies included in the Trustee Compensation Peer Group:

Trustee Compensation Peer Group

Algonquin Power & Utilities Corp. Intact Financial Corporation

AltaGas Ltd. Inter Pipeline Ltd.

ATCO Ltd. Northland Power Inc.

Canadian Tire Corporation, Limited Shaw Communications Inc.

Crescent Point Energy Corp. SmartCentres Real Estate Investment Trust

First Capital Real Estate Investment Trust(formerly First Capital Realty Inc.)

SNC-Lavalin Group Inc.

H&R Real Estate Investment Trust TMX Group Limited

IGM Financial Inc.

2019 TRUSTEE COMPENSATION COMPONENTS

Non-executive Trustee compensation is delivered through the following components:

• Annual cash retainer;

• Annual fee if the Trustee serves as a Committee Chair;

• Attendance fees for each Board and Committee meeting (excluding the Board Chair);and

• Unit-based compensation, in the form of Deferred Units (“DUs”), for non-executiveBoard Members and the Board Chair.


There were no changes to Trustee compensation made in 2019. The currentcompensation structure consists of the following:

Compensation Component1 Compensation Value

Board Chair2 $225,000

Regular Non-Executive Board Member3 $70,000

Annual Equity Retainer

Board Chair2 $150,000 of DUs

Regular Non-Executive Board Member3 $100,000 of DUs

Annual Committee Fee

Audit Committee Chair $20,000

HRCC Chair $15,000

Other Committee Chairs $10,000

Meeting Fees (Per Meeting)

General Board Meeting Fees $1,500

Committee Meeting Fees $1,500

(1) All Trustees are also reimbursed for their expenses in connection with attending meetings of the Board of Trustees andcommittees thereof.

(2) The Board Chair attends all Board and committee meetings but receives no meeting fees for attendance.(3) All Trustees, except Board Chair and Edward Sonshine.

Trustee Unit Ownership Requirements

Each non-executive Trustee is required to have an equity ownership interest (includingthe value of Unit-based awards or equity equivalents) with a total value equal to aminimum of three times the annual base cash retainer plus three times the value of theannual Unit-based awards, within five years of becoming a Trustee.

Compliance with the ownership requirement is assessed based on actual Units held aswell as the value of DUs held. As of the date of this circular, all non-executive Trusteessatisfy this requirement, except for Mr. Vanaselja who has until May 5, 2022, andMr. Dansereau who has until May 28, 2023, to do so under the policy. The following tableprovides a summary of the required and actual holdings of each non-executive Trustee asat April 13, 2020. Additional details on Unit holdings by Trustee are provided in theTrustee profiles beginning on page 23.

Trustee

Unit Ownership Guidelines Actual Holdings

MetGuidelineMultiple of Annual Cash

Retainer Plus Units / AnnualUnit-based Awards Total Value1

Multiple of2019 Retainer and Unit-

based awards

Bonnie Brooks 3.0x $ 797,278 4.7x ✓

Richard Dansereau 3.0x by May 28, 2023 $ 348,663 n/a n/a

Paul Godfrey 3.0x $3,839,524 10.2x ✓

Dale Lastman 3.0x $1,158,522 6.8x ✓

Jane Marshall 3.0x $ 760,153 4.5x ✓

Sharon Sallows 3.0x $2,844,565 16.7x ✓

Siim Vanaselja 3.0x by May 5, 2022 $ 448,223 n/a n/a

Charles Winograd 3.0x $1,209,879 7.1x ✓

(1) Based on actual holdings as of April 13, 2020, at the volume weighted average trading price of Units on the TSX for thefive days preceding April 13, 2020 ($16.34).


Trustee Unit Plan

Deferred Unit Plan

The Deferred Unit Plan was approved by Unitholders on May 28, 2014. It replaced theannual Unit-based compensation previously granted to non-executive Trustees in theform of REUs. The Deferred Unit Plan is overseen and administered by the Board and theHRCC. Pursuant to the Deferred Unit Plan, participants are awarded DUs annually at thediscretion of the Board on the recommendation of the HRCC, subject to a maximumnumber of DUs equivalent in value to $150,000 on the award date. The number of DUsactually received will be based on the volume weighted average price of all Units tradedon the TSX for the five trading days immediately preceding the award date. Wheneverdistributions are paid on the Units, additional DUs are credited to the participant’s DUaccount in a manner consistent with the Trust’s Distribution Reinvestment Plan (prior totaking into account any discount contemplated in the Trust’s Distribution ReinvestmentPlan). These additional DUs vest on the same basis as the initial DUs to which theyrelate. DUs vest immediately upon grant and can be redeemed by the participant at anytime up to two years following the date the participant ceases to be a Trustee (or will beautomatically redeemed on such two year anniversary if not redeemed by the participantprior to that time). The redemption will be satisfied by the issuance of Units by the Trustor, to the extent elected by the participant in his or her sole discretion, for cash, on theredemption date. One DU is economically equivalent to one Unit.

Trustees may also elect to receive up to 100% of his or her annual retainer (including feesfor serving as Chair of the Board or a committee of the Board) and meeting fees for acalendar year otherwise payable in cash in the form of DUs.

Under no circumstances are DUs considered Units nor do they entitle a participant to anyrights as a Unitholder, including, without limitation, voting rights, distribution entitlements(other than as set out above) or rights on liquidation.

The maximum number of Units reserved for issuance under the Deferred Unit Plan at anytime is 750,000 (representing approximately 0.25% of the Trust’s outstanding Units as atApril 13, 2020). As at April 13, 2020, there are 331,250 DUs issued and outstanding(representing approximately 0.10% of the Trust’s outstanding Units as at April 13, 2020).Notwithstanding the above, subject to applicable law or the requirements of the TSX orany other stock exchange upon which the Units are listed and any Unitholder or otherapproval which may be required, the Board may, in its discretion, amend the DeferredUnit Plan to increase such limit without notice to participants subject to Unitholderapproval. If any DU granted under the Deferred Unit Plan is terminated, expired orcancelled, new DUs may thereafter be granted covering such Units, subject to anyrequired prior approval by the TSX or other stock exchange upon which the Units arelisted. At all times, the Trust will reserve and keep available a sufficient number of Units tosatisfy the requirements of all outstanding DUs granted under the Deferred Unit Plan.

The administration of the Deferred Unit Plan is subject to and performed in conformitywith all applicable laws, regulations, orders of governmental or regulatory authorities andthe requirements of any stock exchange on which the Units are listed. Should the Board,in its sole discretion, determine that it is not desirable or feasible to provide for theredemption of DUs in Units, including by reason of any such laws, regulations, rules,orders or requirements, it will notify the participants of such determination, and on receiptof such notice, each participant will have the option of electing that such redemptionobligation be satisfied by means of a cash payment by the Trust equal to the averagemarket price of the Units that would otherwise be delivered to a participant in settlementof DUs on the redemption date (less any applicable withholding taxes). Each participantwill comply with all such laws, regulations, rules, orders and requirements, and will furnishthe Trust with any and all information and undertakings, as may be required to ensurecompliance therewith.


Unitholder approval is not required for any amendment to the plan except for anyamendment or modification that:

(a) results in any increase in the number of DUs issuable under the plan; or

(b) permits DUs granted under the plan to be transferable or assignable otherthan for normal estate settlement purposes.

Without limiting the general amendment powers described above and for greatercertainty, Unitholder approval is not required for amendments to the Deferred Unit Plan todo the following:

(a) make formal, minor or technical modifications to any of the provisions of theplan, including amendments of a “housekeeping” nature;

(b) correct any ambiguity, defective provisions, error or omission in the provisionsof the plan;

(c) amend the vesting provisions of the DUs;

(d) change the termination provisions of the DUs of the plan; or

(e) make any other amendment that does not require Unitholder approval underapplicable laws or the rules of the TSX,

provided, however, that no such act will diminish any rights accrued in respect of grants ofDUs made prior to the effective date of such amendment.

The table below provides additional information on the Deferred Unit Plan for the pastthree years as at December 31, 2019:

DescriptionAs at December 31

2019 2018 2017

Burn rate: The total number of DUs granted in a fiscal year, divided bythe weighted average number of Units outstanding for the fiscal year 0.02% 0.02% 0.02%

TRUSTEES’ COMPENSATION TABLE

The following table sets out the compensation earned by each non-executive Trusteeduring the most recently completed financial year.

TrusteeFees and

retainer earned

Unit-basedawards1 Total

% of cash feesand retainerdeferred into

DUs2(#) ($)

B. Brooks, C.M. $ 83,500 3,760 $100,000 $183,500 100%

Richard Dansereau $102,250 3,760 $100,000 $202,250 100%

P. Godfrey, C.M., O.Ont.3 $225,000 5,640 $150,000 $375,000 33.3%

D. H. Lastman $ 76,000 3,760 $100,000 $176,000 70%

J. Marshall $101,000 3,760 $100,000 $201,000 100%4

S. Sallows $ 97,750 3,760 $100,000 $197,750 100%

S. Vanaselja $111,000 3,760 $100,000 $211,000 100%

C. M. Winograd $ 92,000 3,760 $100,000 $192,000 100%

(1) Amounts in this column reflect the number of DUs granted to each non-executive Trustee in 2019 as part of the Trustee’sannual Unit-based compensation and the fair value on the grant date of the award, based on a Unit price of $26.59, whichrepresents the five-day volume weighted average trading price of Units for the five days immediately preceding May 28, 2019.

(2) Trustees may, but are not required to, elect to receive up to 100% of cash fees earned (including their annual retainer,which is paid on a quarterly basis) in the form of DUs.

(3) Effective January 2020, Mr. Godfrey became a non-voting, ex-officio member of the Audit Committee and HRCC.(4) Ms. Marshall elected to receive 100% in DUs in lieu of cash for meeting fees, annual retainer and chair fees effective

May 28, 2019.


TRUSTEES’ OUTSTANDING UNIT-BASED AWARDS

The following table sets out the outstanding DUs held by the Trustees as atDecember 31, 2019.

TrusteeDUs

not paid out ordistributed1 (#)

Market orpayout value

of vestedDUs not

paid out ordistributed2

Bonnie Brooks, C.M. 46,949 $1,256,356

Richard Dansereau 15,214 $ 407,127

Paul Godfrey, C.M., O.Ont. 60,256 $1,612,451

Dale H. Lastman 39,534 $1,057,930

Jane Marshall 28,064 $ 750,993

Sharon Sallows 54,087 $1,447,369

Siim A. Vanaselja 25,696 $ 687,625

Charles M. Winograd 49,704 $1,330,080

(1) Includes the number of DUs credited for distributions paid in accordance with the Deferred Unit Plan.(2) Reflects the cumulative number of DUs earned and granted since 2014 (and for Ms. Marshall, since June 17, 2015,

Mr. Vanaselja, since May 24, 2017 and for Mr. Dansereau, since May 29, 2018) that remain held and have not beenredeemed (including the impact of distributions credited), multiplied by $26.76, which represents the Trust’s closing unitprice at December 31, 2019. DUs will be settled in accordance with the Deferred Unit Plan once a Trustee ceases to serveon the Board.


COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

LETTER FROM THE CHAIR OF THE HUMAN RESOURCES ANDCOMPENSATION COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

NAMED EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

EXECUTIVE COMPENSATION OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SUMMARY OF COMPENSATION POLICIES AND PRACTICES . . . . . . . . . . . . . . . 44

RESULTS OF 2019 “SAY-ON-PAY” VOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

EXECUTIVE COMPENSATION BENCHMARKING . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Total Direct Compensation Positioning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Target Total Direct Compensation Mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47COMPENSATION ELEMENTS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 492019 COMPENSATION DECISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Annual Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Executive Management Bonus Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Long-Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Other Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

COMPENSATION POLICIES AND PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Stress Testing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Anti-hedging Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Clawback Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Minimum Unit Ownership Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Post-employment Unit Ownership Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

UNIT PERFORMANCE GRAPH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

COMPENSATION GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Composition and Role of the HRCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Independent Compensation Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

CEO COMPENSATION: LOOK-BACK TABLE (2015 to 2019) . . . . . . . . . . . . . . . . . . 59

SUMMARY COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

OUTSTANDING OPTION-BASED AND UNIT-BASED AWARDS . . . . . . . . . . . . . . . 63

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING 2019 . . . . 64

UNIT OPTION GAINS REALIZED UPON EXERCISE DURING 2019 . . . . . . . . . . . . 65

SUMMARY OF LONG-TERM INCENTIVE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

PENSION PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

DEFINED BENEFIT PLAN TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

DEFINED CONTRIBUTION PLAN TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

EMPLOYMENT CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

INDEBTEDNESS OF TRUSTEES AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . 76


LETTER FROM THE CHAIR OF THE HUMAN RESOURCES AND

COMPENSATION COMMITTEE

Dear Unitholders,

It is an honour to have been appointed Chair of the HRCC in 2019. I look forward tocontinued success with our HRCC members and the Management team that supports thecommittee.

On behalf of the HRCC and the Board, I am pleased to provide an overview of RioCan’sexecutive compensation program for 2019, and to describe how it aligns with RioCan’sfinancial and operational performance. Our executive compensation program is designedto attract and retain talented executives, strengthen the link between pay andperformance, drive long-term performance, and align compensation with RioCan’sultimate objective of creating long-term Unitholder value.

2019 Pay Program Changes

The HRCC reviewed our pay programs in 2019. This review included soliciting feedbackfrom compensation consultants and key stakeholders including institutional investors. Asa result of this comprehensive review, we implemented the following changes:

Performance Equity Unit (PEU) Changes

To better align with RioCan’s comparative peers, commencing in 2019, PEUs granted willvest based on the following performance metrics: (i) 50% based on target Funds FromOperations (FFO) per Unit in three years; and (ii) 50% based on three-year relative TotalUnitholder Return (TUR) vs. the Peer Group. The 50% based on relative TUR is based onthe spread between RioCan’s TUR and an index of two performance peer groupsweighted respectively by 75% Retail Peers and 25% Other Peers instead of just one peergroup which serves to put greater weighting on peers that share RioCan’s complexity,scale and investment characteristics.

Executive Management Bonus Plan (“EMBP”) Changes

The EMBP consists of the following metrics in 2019: (i) 80% FFO per Unit; (ii) 10% SameProperty NOI (“SPNOI”) Growth; and (iii) 10% G&A as a Percentage of Rental Revenue.The only adjustment from 2018 is the inclusion of 10% G&A as a Percentage of RentalRevenue, which replaced 10% NOI from development completions as a metric. Thisadjustment was made because G&A as a Percentage of Rental Revenue effectivelymeasures how efficient RioCan’s corporate overhead costs are relative to rental revenuesgenerated and serves to augment FFO per Unit and SPNOI Growth in measuring theoperational and financial performance of the Trust.

CEO Pay

No changes were made to the CEO base salary, short-term incentive or long-termincentive opportunities.

2019 Performance Achievements

2019 was a successful and transformative year for RioCan. The leadership teamcontinued to execute with excellence, leveraging their deep relationships, sound instincts,and strategic, operational, and development expertise to drive the quality of RioCan’sportfolio and income. Their collective efforts further enhanced the quality, growth profileand resilience of the Trust’s retail-focused, increasingly mixed-use properties located inthe prime, high-density, transit-oriented areas where Canadians shop, live and work.


Among other key accomplishments, the Trust has surpassed its strategic milestones ofgenerating more than 90% and 50% of its annualized rental revenues from Canada’s sixmajor markets and GTA by achieving 90.1% and 52.4% for the two metrics, respectively.Additional highlights are summarized as follows:

2019 Financial and Operational Performance Highlights

• FFO per Unit growth of $0.02 from 2018 despite the dilutiveeffect of $0.5 billion of dispositions completed during 2019 andfull year dilutive effect of nearly $1.0 billion of dispositionscompleted in 2018 and $35.6 million in lower realized gains onmarketable securities due to a fewer number of marketablesecurities sold;

• SPNOI growth of 2.1% for the overall commercial portfolio, withSPNOI growth of 2.5% for the Trust’s major market portfolio;

• Increase in committed and in-place occupancy by 10 and 20basis points to 97.2% and 96.3%, respectively;

• Renewal and blended leasing spreads increased to 9.2% and9.4% for the year, significantly improved from 2.6% and 5.0%,respectively, from the prior year;

• Strong leasing velocity at our first two residential rental towerswith eCentral 86% leased and Frontier 97% leased as ofFebruary 19, 2020;

• Possession was taken at over 900 condominium and townhouseunits at eCondos, Kingly and UC Towns, allowing RioCan torecognize $36.3 million of inventory gains in the year;

• 530,000 square feet of development-completions during theyear;

• Increase in development pipeline to 29.0 million square feet withzoning approvals increasing by 3.4 million square feet during2019 to 14.6 million square feet or 50.3% of our developmentpipeline, the highest zoning entitlement amongst our retail REITpeers;

• A strong balance sheet with Debt to Adjusted EBITDA at 8.06x,and leverage ratio of 42.1% at RioCan’s proportionate share;and

• Significant strides in our ongoing commitment to sustainabilityby, among other initiatives, publishing RioCan’s inauguralSustainability Report and achieving a 77% improvement in theGlobal Real Estate Sustainability Benchmark (GRESB)Assessment over our 2017 score.

RioCan intends to continue its commitment to strong operational results and unlocking thevalue of our portfolio to deliver strong net asset value (NAV) growth to our Unitholders.


2019 Pay-for-Performance – EMBP Payout

2019 compensation reflected our solid financial and operational performance results:

Financial and Operational Performance Targets and Results - EMBP

Metric (Weighting) Result Result with Weighting Applied Result as a % of Target

FFO per Unit (80%) $1.87 84.54% 105.68%

G&A as a Percentageof Rental Revenue(10%) 4.09% 14.10% 141.00%

Same property NOIgrowth (10%) 2.11% 7.77% 77.73%

Weighted OverallPayout — 106.41% —

These compensation results were consistent with the Trust’s pay-for-performanceapproach to executive compensation. We are committed to rewarding executives fortheir role in enhancing the Trust’s performance and increasing Unitholder value.

Chief Executive Officer’s Commitment and Succession

Edward Sonshine has agreed to remain as CEO of the Trust until March 31, 2021, subjectto a possible one year extension. To ensure an orderly transition with his successor, uponhis retirement in March 2021 (or March 2022 if extended), Mr. Sonshine has agreed tobecome the Non-Executive Chairman of the Board for a two year term, subject to hisre-election as a Trustee. At that time, Paul Godfrey has agreed he will step down asChair of the Board and, subject to his re-election as a Trustee, serve as Lead Trustee.

Our Commitment

We continue to focus on compensation policies and practices that drive attraction andretention of executive talent. We are also committed to continuing to ensure there is astrong link between pay and performance over the long term, while at the same timedriving long-term performance, and aligning compensation with the creation of long-termUnitholder value. We are also focused on embedding sustainability related initiativesacross all areas of performance and compensation in order to achieve RioCan’s vision ofbeing a leader with respect to environmental, social and governance matters. We arecommitted to transparency and welcome Unitholder feedback on our programs throughour Say-on-Pay vote and Unitholder outreach. Unitholders may also reach out directly toour Chairman at [email protected]. RioCan regularly reviews its executive compensationprograms to ensure continued alignment with Unitholders, and consistency with bestgovernance practices. We look forward to your ongoing support for RioCan and ourSay-on-Pay Resolution.

Sincerely,Richard DansereauChair, Human Resources and Compensation Committee,RioCan Real Estate Investment Trust


NAMED EXECUTIVE OFFICERS

This CD&A describes and explains RioCan’s executive compensation philosophy, policiesand practices, and details the compensation paid to the Trust’s NEOs. For 2019, theNEOs were:

• Edward Sonshine: CEO

• Jonathan Gitlin: President and COO1

• Qi Tang: SVP and CFO

• Jeff Ross: SVP, Leasing and Tenant Construction

• John Ballantyne: SVP, Asset Management


EXECUTIVE COMPENSATION OBJECTIVES

The Trust’s executive compensation program is designed to achieve the followingobjectives:

• Reward achievement of the Trust’s annual and long-term strategic and financialobjectives;

• Align executive officers’ financial interests with those of Unitholders with the goal ofmaximizing Unitholders’ value and attracting, motivating and retaining high qualitytalent needed to support the complexity of the Trust’s business and its strategic growthand success;

• Provide competitive compensation aligned with those companies with which the Trustcompetes for talent;

• Differentiate compensation to provide recognition and reward individual executiveofficer’s performance, responsibilities, experience, skill, value and contribution to theTrust; and

• Discourage excessive risk-taking behaviour that could have a material adverse effecton the Trust.

The Trust’s executive compensation policy is to provide total compensation that isgenerally competitive with the median relative to a group of companies used to assessexecutive compensation levels when performance expectations are met. Thecompensation program is structured to provide compensation that is above marketmedian when results exceed the Trust’s business objectives and below market medianwhen results are not met. In this manner, the financial interests of the executive officersare aligned with the financial interests of Unitholders.

SUMMARY OF COMPENSATION POLICIES AND PRACTICES

The Trust’s compensation policies and practices are designed to support stronggovernance and mitigate the potential for excessive risk-taking.

Compensation Risk Management

The Board has overall responsibility for the oversight of the Trust’s risk managementpolicies and practices. The HRCC is responsible for overseeing the Trust’s compensationpolicies and practices to ensure they do not encourage executives to take risks that wouldbe reasonably likely to have a material adverse effect on RioCan. The Trust’s payprogram is designed not only to attract, but also to retain, motivate and reward executiveswho take appropriate business risks in support of achieving the Trust’s goals.


The Board has determined that the Trust’s compensation policies and practices do notencourage excessive or inappropriate risk-taking behavior. In 2019, the Trust conducted afulsome risk review based on the executive compensation program design. The Trust hasadopted a number of practices that are aligned with best governance practices and serveto ensure that the compensation program does not encourage excessive risk-taking, asdiscussed in further detail under “Compensation Policies and Practices”.

The table below summarizes the key policies and practices adopted by the Trust insupport of its compensation policies and practices and to mitigate the potential forexcessive risk-taking.

What We Do

Compensation Programs and Pay-for-Performance

✓ Significant “at-risk”,performance-basedcompensation

On average, over two-thirds of the Trust’s NEOs’ target total directcompensation is “at-risk” and tied to operational and market-based metricsaligned with the Trust’s strategic goals. (See page 48)

✓ Long-term performancefocus

A substantial portion of executive pay is delivered through long-termincentives, which focus executives on sustained, long-term Unitholder valuecreation. (See page 49)

✓ Stress testing The Trust conducts regular “stress testing” of potential compensationoutcomes under various performance scenarios to ensure strongpay-for-performance alignment. (See pages 55)

✓ Holistic performancemeasurement

Long-term incentive awards are based on objective performance measures(absolute and relative) to further enhance the alignment between pay andperformance relative to our peers.

✓ Median target positioning Executive compensation is referenced against the median of the bottom-third of S&P/TSX 60 companies.

Compensation Governance and Risk Management

✓ Say-on-Pay vote The Trust voluntarily adopted a Say-on-Pay vote that enables engagementbetween Unitholders and the Board on compensation. Our 2019 votereceived 81.36% support from Unitholders.

✓ Governance oversight The HRCC assists the Board in overseeing the compensation program byproviding recommendations regarding senior management compensation-related matters. (See page 58)

✓ External independentadvice

The HRCC engages an independent advisor to provide an objectiveperspective on market best practices, governance and regulation, andcompensation levels. (See pages 59)

✓ Clawback policy The clawback policy allows the Trust to recoup incentive compensation paidunder certain circumstances. (See page 55)

✓ Robust anti-hedgingpolicy

The anti-hedging policy prohibits Trustees and executives, under anycircumstance, from monetizing the value of their ownership in the Trust byinvesting in or purchasing financial instruments or derivatives designed tohedge or offset a decrease in market value of the equity held. (See page 55)

✓ Maximum incentiveopportunities

Incentive awards under the Trust’s 2019 EMBP and 2019 PEUs include thepossibility of no payout and a predefined maximum. (See pages 50-52)

✓ Minimum Unit ownershippolicy

The Unit ownership policy requires executives to hold a pre-defined value ofUnits/Unit-based awards during employment to provide alignment withUnitholders. (See page 56)

✓ Post-employment Unitownership

Executives must hold Units for one year following the date of resignation orretirement to encourage decisions that support the creation of sustainablelong-term value. (See page 56)

What We Don’t Do

× Provide guaranteed, multi-year bonuses

× Reprice or replace underwater unit options

× Grant, renew or extend loans to employees

× Implement single-trigger voluntary change-in-control termination provisions for executive contracts

× Allow NEOs/executives who are not currently participants in the defined benefit pension plan toparticipate in the plan


RESULTS OF 2019 “SAY-ON-PAY” VOTE

A non-binding Say-on-Pay advisory vote was held at the Trust’s 2019 annual meetingheld on May 28, 2019 and was approved with 81.36% of votes cast in favour. Followingthe 2019 non-binding Say-on-Pay advisory vote, the Trust sought to engage withUnitholders to provide them with a chance to give feedback with respect to RioCan’scompensation practices. In 2020, RioCan formalized an outreach program wherebyTrustees would engage directly with Unitholders. The 2020 outreach program is a criticalelement of RioCan’s overall investor relations program and demonstrates RioCan’son-going commitment to facilitating meaningful communication with its Unitholders. As ofApril 13, 2020, the Trustees have directly engaged with Unitholders that representapproximately 12.55% of RioCan’s outstanding Units.

Similarly, the Say-on-Pay Resolution will be considered by Unitholders at the Meeting.We have enhanced our proxy disclosure to better communicate our compensationprogram to Unitholders.

EXECUTIVE COMPENSATION BENCHMARKING

Consistent with 2017 and 2018, in 2019, the HRCC approved peer groups, as notedbelow (the “Compensation Peer Group”), to assist the HRCC in setting executivecompensation and evaluating Total Unitholder Return (the “Performance Peer Group”)as follows:

• The Compensation Peer Group consists of the bottom third of the S&P/TSX 60 bymarket capitalization, which are Canadian companies with similar complexity.

The Compensation Peer Group for 2019 is set out below:

2019 Compensation Peer Group1

Agnico Eagle Mines Limited First Quantum Minerals Ltd.

Arc Resources Ltd. Gildan Activewear Inc.

BlackBerry Limited Inter Pipeline Ltd.

Cameco Corporation Kinross Gold Corporation

Canadian Tire Corporation Limited Metro Inc.

Crescent Point Energy Corp. Shaw Communications Inc. Cl B

Dollarama Inc. SNC-Lavalin Group Inc.

Eldorado Gold Corporation Wheaton Precious Metals Corp.

Emera Incorporated Yamana Gold Inc.

(1) The Board of Trustees will exercise discretion to modify the Compensation Peer Group to adjust for events such as aconsolidation among peers within the Compensation Peer Group.

The Performance Peer Group includes all constituents over $1B in market capitalizationin the S&P/TSX Capped REIT Index (excluding RioCan) plus First Capital Real EstateInvestment Trust (formerly First Capital Realty Inc.). These companies serve as anadditional reference for the HRCC in setting executive compensation based on the Trust’srelative market performance. They share similar investment characteristics (e.g.,competitors for investor capital) and generally respond similarly to external conditions,such that true “outperformance” can be more easily defined. As previously noted, thePerformance Peer Group is weighted as to 75% for RioCan’s retail peers’ weighted


average TUR based on market capitalization and 25% for RioCan’s other peers’ weightedaverage TUR based on market capitalization, as set out below:

2019 Performance Peer Group¹

Retail Peers

Choice Properties REIT First Capital REIT (formerly First CapitalRealty Inc.)

Cominar REIT SmartCentres REIT

Crombie REIT

Other Peers

Allied Properties REIT Granite REIT

Artis REIT H&R REIT

Boardwalk REIT InterRent REIT

Canadian Apartment Properties REIT Killam Apartment REIT

Dream Global REIT2 Northview Apartment REIT

Dream Office REIT

(1) The Board of Trustees will exercise discretion to modify the Performance Peer Group to adjust for events such as aconsolidation among peers within the Performance Peer Group.

(2) Dream Global REIT was acquired by The Blackstone Group Inc. and subsequently delisted from the TSX onDecember 10, 2019.

Total Direct Compensation Positioning

RioCan generally establishes target total direct compensation at the median of theCompensation Peer Group, consistent with its compensation philosophy and reflectingRioCan’s median relative size positioning among the Compensation Peer Group.Compensation for an executive may be set above or below median to reflect the strategicimportance of the role within the Trust, market conditions, as well as individualperformance and potential. Although market data is considered when makingcompensation decisions, the HRCC ultimately relies on its own experience, informationand deliberations to determine individual compensation arrangements.

Target Total Direct Compensation Mix

The HRCC annually assesses and considers the appropriate percentage mix of variousdirect compensation components, taking into account all relevant factors. To achieve itscompensation objectives, the executive compensation program in 2019 was comprised ofannual base salary, short-term incentives via the EMBP, long-term incentives (consistingof REUs and PEUs), pension and limited perquisites. The HRCC reviews the long-termincentive mix on an annual basis, and at its sole discretion may grant Unit Options notmore often than every two years in lieu of REUs. As previously disclosed, in 2019, inconsideration for his renewed commitment to remain CEO of the Trust, Mr. Sonshine wasgranted an additional 400,000 Unit Options, which were granted on March 22, 2019 at anexercise price of $26.49. The fair value of the Unit Options granted to Mr. Sonshine onMarch 22, 2019 was equal to 6.55% of his total compensation in 2019.


For 2019, 67% of the long-term incentive opportunity was in PEUs and 33% was in REUsfor all NEOs.

Fixed

Annual Long-term

Base Salary EMBP REUs (33%) PEUs (67%)

Variable

Aligned with our compensation philosophy, a significant portion of NEO compensation is“at risk” and based on the Trust’s performance. As illustrated in the graph below, thepercentage of 2019 target total direct compensation “at risk” ranges from approximately65% to 77%, with a majority of the “at-risk” compensation being long-term incentivecompensation for all NEOs.

NEOFiscalYear

Approximate Percentage of Target Total DirectCompensation Percentage

of pay atrisk

Base Salary EMBPLong Term Incentives

Exec REUsUnit

Options PEUs

Edward Sonshine 2019 23% 31% 15% n/a1 31% 77%

Jonathan Gitlin 2019 30% 33% 12% n/a 24% 70%

Qi Tang 2019 33% 28% 13% n/a 26% 67%

Jeff Ross 2019 35% 30% 12% n/a 23% 65%

John Ballantyne 2019 35% 30% 12% n/a 23% 65%

(1) This table does not include the 400,000 Unit Options granted to Mr. Sonshine in consideration for his renewed commitmentto remain CEO of the Trust, which were granted on March 22, 2019 at an exercise price of $26.49.


COMPENSATION ELEMENTS OVERVIEW

The following table provides a summary description of each component of performance-based compensation for 2019.

2019 Performance Based Compensation

Element Objective & Purpose Form Period Description

Short-term

Incentives:EMBP

• Reinforce and drivefinancial and strategicshort-termperformance

• Reward Trust andindividualperformance

Variable cashpayment

Annual Payment will be basedon achievement of 2019FFO per Unit (80%) andother strategic andoperationalmeasurements (20%).

Long Term

Incentives:PerformanceEquity Units(PEUs)

• Encourageexecutives to pursueopportunities alignedwith the Trust’sstrategic objectives

• Ensure long-termincentive payouts arelinked to corporateperformance

Performance-based unitssettled inUnitsacquired inthesecondarymarket

3-year vesting,3-yearperformanceperiod

In 2019, 67% of theLTIP was granted in theform of PEUs to allNEOs.

At the end of the three-year vesting period,between 0 to 200% oftarget PEUs will vestbased:• 50% on three-year

(2021) target FFO perUnit; and

• 50% on relative TotalUnitholder Return(TUR) performanceagainst retail peers(75%) and otherpeers (25%).

RestrictedEquity Units(REUs)

• Promote executiveretention in the longterm

Service-based unitssettled inUnitsacquired inthesecondarymarket

3-year vesting(33% peryear)

In 2019, 33% of LTIPwas granted in the formof REUs to all NEOs.

The REUs will be settledat the end of the three-year period following thegrant.

Unit Options • Encourageexecutives to pursueopportunities that willincrease Unitholdervalue over the longterm

• Promote executiveretention over thelong-term

N/A 4-year vesting(25% peryear), 10-yearterm

Unit Options may beexercised at any timesubject to vestingrestrictions.

As previously disclosed,in 2019, in considerationfor his renewedcommitment to remainCEO of the Trust,Mr. Sonshine wasgranted an additional400,000 Unit Options,which were granted onMarch 22, 2019 at anexercise price of $26.49.


2019 COMPENSATION DECISIONS

The following highlights the compensation decisions made in 2019.

Annual Base Salary

Salaries are reviewed annually and adjusted by the CEO for direct reports and by theHRCC for the CEO, President and COO, and SVP and CFO. The table below shows thebase salary for each NEO for 2018 and 2019.

There were no changes in the base salaries from 2018 to 2019 for Messrs. Sonshine,Ross, and Ballantyne. Mr. Gitlin was promoted to President and COO effective March 22,2019, and as a result, his annual base salary increased by 6.48% in 2019. Ms. Tangreceived an annual salary increase to keep pace with market movement and marketcompensation.

Base Salary

NEO 2018 2019 % Change

Edward Sonshine, CEO $1,300,000 $1,300,000 0%

Jonathan Gitlin, President and COO $ 540,000 $ 575,000 6.48%

Qi Tang, SVP and CFO $ 410,000 $ 465,000 13.41%

Jeff Ross, SVP, Leasing and Tenant Construction $ 465,000 $ 465,000 0%

John Ballantyne, SVP, Asset Management $ 465,000 $ 465,000 0%

Executive Management Bonus Plan

The EMBP provides an incentive for the achievement of objectives that support thefinancial and strategic interests of the Trust and its Unitholders.

The bonus for all NEOs for 2019 is based on the Trust’s financial performance and otherstrategic and operational measures. The metrics used to measure bonus earnings underthe EMBP are as follows:• 80% of the potential bonus amount is based on FFO per Unit; and• 20% of the potential bonus amount is based on strategic and operating metrics, as

follows:- 10% based on G&A as a Percentage of Rental Revenue; and- 10% based on same property NOI (“SPNOI”) growth.

Why FFO per Unit?

• The annual FFO budget, which is approved by the Board each fiscal year, facilitatesRioCan’s long-term growth and development objectives, which eliminates any risk ofshort-sightedness in respect of the bonus entitlements under the EMBP.

• FFO is a non-GAAP* financial measure of recurring operating performance widelyused by the Canadian real estate industry and based on the standardized definitionset forth by REALPAC.

• In 2017, RioCan transitioned to focus on FFO as its key measure of recurringoperating performance, and uses FFO as a key measure for determining the level ofexecutive management bonus.

• FFO per Unit is widely considered to be the best indicator of the value added bymanagement over the short and long term, and using a form of FFO in the STIP andin the LTIP reinforces the pay-performance linkages in RioCan’s executivecompensation framework.

* FFO is computed as IFRS consolidated net income attributable to RioCan Unitholders adjusted for items such as, but notlimited to, unrealized changes in the fair value of investment properties, unrealized gains or losses on marketablesecurities and transaction gains and losses on the acquisition or disposal of investment properties (including relatedtransactions costs and income taxes) calculated on a basis consistent with IFRS. In February 2019, REALPAC updated thedefinition of FFO to also include adjustments relating to certain subleases or leases that are classified as finance leasesunder IFRS 16 effective January 1, 2019, which RioCan adopted on the effective date.


SPNOI is a non-GAAP measure that is widely used by the real estate industry inassessing the period-over-period rent growth and operating performance of the propertiesthat are owned and operated by a company in both periods. G&A as a Percentage ofRental Revenue is a metric that effectively measures how efficient RioCan’s corporateoverhead costs are relative to the overall size of the Trust as measured by rentalrevenues generated. It is important to include such a measure as it augments FFO andSPNOI growth in measuring the operational and financial performance of the Trust.

FFO includes the results of SPNOI growth and G&A as Percentage of Rental Revenueplus the results of other components of the Trust’s overall operating performance, whichis why a higher weighting is placed on FFO per Unit in determining senior executivebonuses.

Given that FFO per Unit, SPNOI growth and G&A as Percentage of Rental Revenue arenon-GAAP measures, they do not have a standardized meaning prescribed by GAAP andtherefore they may not be comparable to similarly titled measures presented by otherpublicly traded REITs, and they should not be construed as an alternative to otherfinancial measures determined in accordance with GAAP. For reconciliations to the mostcomparable GAAP measures for SPNOI and FFO, please see the section titled“Presentation of Financial Information and Non-GAAP Measures” of RioCan’sManagement’s Discussion and Analysis for the year ended December 31, 2019, a copyof which is available on SEDAR at www.sedar.com.

The following summarizes the 2019 target bonus opportunities for NEOs:

Target Award Opportunities and Actual Performance Results

For 2019, achievement of budgeted FFO per Unit (representing 80% of the potential bonus)was determined according to a sliding scale, where no amount out of this 80% portion of thebonus is payable if the Trust achieves less than 95% (the “Minimum Threshold”) of thebudgeted FFO per Unit. For each extrapolated 1% increase in FFO per Unit as apercentage of budget above the Minimum Threshold, the payout increases proportionallyby an interpolated 5%, resulting in a target payout if the budgeted FFO per Unit is reachedand a maximum payout if the budgeted FFO per Unit is exceeded by 5% or more.

The following table illustrates the award potential for 80% of the total potential bonusamount under FFO per Unit results for 2019:

<Threshold Threshold Target Maximum

Actual FFO

Per Unit

Achieved and

Bonus Payout

FFO per Unit

(representing 80% ofpotential bonus amount) <$1.75 $1.75 $1.85 $1.94 $1.87

Percentage of Budget <95% 95% 100% 105% 101.14%

Payout Percentage 0% 75% 100% 125% 105.68%(1)

(1) According to the sliding scale, equates to 105.68% as a percent of target or 84.54% with weighting applied (see page 43).

For 2019, achievement of certain strategic and operating metrics (representing 20% ofthe potential bonus amount), was determined according to a sliding scale where the full20% of the bonus payout amount is earned if the Trust reached its target amount of G&Aas a Percentage of Rental Revenue (representing 10% of the potential bonus amount)and its target SPNOI growth (representing 10% of the target bonus amount). The Boardestablished the fiscal 2019 target G&A as a Percentage of Rental Revenue to be 4.50%,


and a target SPNOI growth of 2.6%. For the year ended December 31, 2019, G&A as aPercentage of Rental Revenue was 4.09% yielding a 141.00% payout on this portion ofthe potential bonus. Actual SPNOI growth for the year ended December 31, 2019 was2.11% yielding a 77.73% payout on this portion of the potential bonus. The followingtables illustrate the award potential under the G&A as a Percentage of Rental Revenueand SPNOI growth results for 2019:


Actual G&A as

a % of Rental

Revenue and

Bonus Payout

G&A as a Percentage

of Rental Revenue(1)

(representing 10% ofpotential bonus amount)

5% 4.75% 4.50% 4.00% 4.09%

Payout Percentage 0-50% 50% 100% 150% 141.00%(2)

(1) G&A as a Percentage of Rental Revenue is a non-GAAP measure calculated as general and administrative expenses perthe IFRS consolidated statements of income excluding mark-to-market adjustments related to Trustee cash-settled unit-based compensation, and severance costs. The mark-to-market adjustments are excluded because they are driven by unitprice changes.

(2) According to the sliding scale, equates to 141.00% as a percent of target or 14.10% with weighting applied (see page 43).


Actual Same

Property NOI

Growth and

Bonus Payout

Same Property

NOI Growth

(representing 10% ofpotential bonus amount) 1.0%-1.5% 1.5% 2.60% 3.50% 2.11%

Payout Percentage 0-50% 50% 100% 150% 77.73%(1)

(1) According to the sliding scale, equates to 77.73% as a percentage of target or 7.77% with weighting applied (see page 43).

The 2019 aggregate target and maximum bonus opportunities for each of the NEOs areshown in the table below, together with the actual award determinations for each NEO for2019. See below for additional detail on the long-term incentive opportunities provided tothe NEOs.

2019 Base

Salary

2019 EMBP Opportunities

(% of salary and $ value)2019 Actual

NEO Threshold Target Maximum % of Salary $ Value

Edward Sonshine, CEO $1,300,000 94.5%$1,228,500

135.0%$1,755,000

175.5%$2,281,500

143.66% $1,867,558

Jonathan Gitlin, President andCOO

$ 575,000 77.0%$ 442,750

110.0%$ 632,500

143.0%$ 822,250

117.05% $ 673,066

Qi Tang, SVP and CFO $ 465,000 59.5%$ 276,675

85.0%$ 395,250

110.5%$ 513,825

90.45% $ 420,600

Jeff Ross, SVP, Leasing andTenant Construction

$ 465,000 59.5%$ 276,675

85.0%$ 395,250

110.5%$ 513,825

90.45% $ 420,600

John Ballantyne, SVP, AssetManagement

$ 465,000 59.5%$ 276,675

85.0%$ 395,250

110.5%$ 513,825

90.45% $ 420,600


Long-Term Incentive Plan

Each year, the HRCC (with input from the Trust’s Chief Executive Officer) recommends, forapproval by the Board, grants to the NEOs under the Trust’s long-term incentive program.The HRCC grants PEUs pursuant to the Trust’s Amended and Restated PerformanceEquity Unit Plan adopted by the Trust effective February 15, 2017 (the “PEU Plan”), REUspursuant to the Senior Executive REU Plan adopted by the Trust effective February 15,2017 (the “REU Plan”) and Unit Options pursuant to the 2015 Amended and Restated UnitOption Plan (the “Option Plan”).

Why PEUs?

• Promotes pay-for-performance alignment• Aligns compensation with the Trust’s

relative performance and encouragesoutperformance of peers

• Encourages executives to pursueopportunities aligned with the Trust’sstrategic objectives over the long term

Why REUs?

• Aligns RioCan with its REIT industry peers• Aligns the interests of the Trust’s executives

with its Unitholders• Reduces dilution• Offers a more enhanced retention tool• Provides a risk/leverage relationship more

closely aligned with the industry

In 2019, the Board granted the NEOs 67% PEUs and 33% REUs under the LTIP.

2019 PEU and REU Grants

Details of the Unit Option, PEU and REU grants made to NEOs in 2019 are as follows:

NEONumber of

Unit Options(#)

Value ofUnit

Options1

Number ofPEUs

(#)

Value ofPEUs2

Number ofExec

REUs (#)

Value ofExec REUs2

Edward Sonshine, CEO 400,000 $404,000 68,915 $1,742,000 33,943 $858,000

Jonathan Gitlin, Presidentand COO3 n/a n/a 18,289 $ 462,300 9,008 $227,700

Qi Tang, SVP and CFO n/a n/a 14,790 $ 373,860 7,284 $184,140

Jeff Ross, SVP, Leasingand Tenant Construction n/a n/a 12,325 $ 311,550 6,070 $153,450

John Ballantyne, SVP, AssetManagement n/a n/a 12,325 $ 311,550 6,070 $153,450

(1) Amounts in this column reflect the grant date fair value on March 22, 2019, as determined by the Board in connection withMr. Sonshine’s 2019 commitment extension. See footnotes (2), (3) and (4) to the “Summary Compensation Table”.

(2) Amounts in these columns reflect the grant date fair value on February 22, 2019 as determined by the Board. Seefootnote (1) to the “Summary Compensation Table”.


REUs

One-third of the total REU grant vests per year over a three-year period. At the end of thethree-year period following the grant, the REUs will be settled in Units of the Trust acquiredthrough the secondary market by a third party broker upon the direction of the Trust.

PEUs

PEU grants vest on the financial statement approval date for the last year of theapplicable three-year performance period. At the end of the three-year period followingthe grant, the PEUs granted will be adjusted to take into account the resultingperformance factor and will be settled in Units of the Trust acquired through thesecondary market by a third party broker upon the direction of the Trust.

In 2019, the Trust retained the 50% three year (2021) target FFO per Unit metric andrevised the 50% TUR metric to be based on relative three-year TUR against RioCan’sperformance peer group (comprised of all constituents over $1B market capitalization inthe S&P/TSX Capped REIT Index (excluding RioCan) plus First Capital Real Estate


Investment Trust) weighted as to 75% for RioCan’s retail peers’ weighted averageTUR based on market capitalization and 25% for RioCan’s other peers’ weighted averageTUR based on market capitalization.

The 2019 PEU metrics are as follows:

3-year FFO per Unit (50%)

0% 200%Range

Relative TUR to Peers (50%)

0% 200%Range

Overall PEU Payout Range: 0% to 200%

1. 50% based on internal performance of three yearsgrowth in FFO as follows:

3-year FFO per Unit Payout Level

Below Threshold <$1.85 0%

Threshold $1.85 50%

Target $1.90 100%

Stretch $1.95 150%

Maximum $2.00 200%

2. Three-Year TUR vs Peer Group (75%/25% weightingfor Retail/Other Peer groups TUR; each group’s TUR isweighted average of TUR within the group based onmarket capitalization)

3-Year TUR vs Peer Group Payout Level

Below Threshold <1500 bps 0%

Threshold <1000 bps 50%

Target 0 bps 100%

Stretch 1000 bps 150%

Maximum 1500 bps 200%

2017 PEU Results and Payout

The 2017 PEU grants vested on February 24, 2020 for the Performance Period ofJanuary 1, 2017 to December 31, 2019. These PEUs, were settled in RioCan Units, lessapplicable withholdings, based on a performance factor of 90.80%. Accordingly, thenumber of 2017 PEUs which represented the 9.20% not earned were cancelled.

NEO

2017 PEUs

Held at

February 24,

2020 (#)

Performance

Factor

Number of

Units

Underlying

Vested and

Earned

PEUs (#)

Number of

Unearned PEUs

Cancelled (#)

Payout

Value

Realized

in 20201

Edward Sonshine, CEO 76,618 90.80% 69,569 7,049 $1,913,725

Jonathan Gitlin,President and COO

12,597 90.80% 11,438 1,159 $ 314,640

Qi Tang, SVP and CFO 3,241 90.80% 2,943 298 $ 80,957

Jeff Ross, SVP,Leasing and TenantConstruction

12,597 90.80% 11,438 1,159 $ 314,640

John Ballantyne, SVP,Asset Management

12,597 90.80% 11,438 1,159 $ 314,640

(1) Calculated based on a price of $27.51, representing the purchase price of Units on the secondary market by a third partybroker as of the vesting date of the 2017 PEUs (February 24, 2020).

Unit Options

In 2016, subject to the Board’s discretion, RioCan reduced the frequency of Unit Optiongrants to a maximum of every other year. As disclosed in our 2019 management informationcircular, in consideration for his renewed commitment to remain CEO of the Trust,Mr. Sonshine was granted an additional 400,000 Unit Options, which were granted onMarch 22, 2019 at an exercise price of $26.49. Unit Options vest 25% on each of the first


through fourth anniversaries from the date of the grant and have a term of 10 years from thedate of grant. With the exception of the Unit Options granted to Mr. Sonshine, no UnitOptions were granted in 2019.

Other Compensation

Pension

The Trust has executive pension plans that are available to certain of its NEOs as well asother senior executives. NEOs and new executives who are not currently in the plan willnot be eligible for participation in the defined benefit pension plan. These plans haveassisted the Trust in attracting talented individuals who have comparable opportunities atother organizations and by retaining those NEOs who wish to meet the pension planeligibility requirements. The defined benefit and supplemental executive retirement plansfor senior executives provide NEOs the opportunity to accrue a pension based on serviceto the Trust to the age of 65. The terms of these plans are described in detail under“Pension Plans” on pages 71-73.

Perquisites

Select perquisites are provided on a limited basis to the CEO only and do not exceed thelesser of (i) $50,000, and (ii) 10% of total annual salary.

COMPENSATION POLICIES AND PRACTICES

Stress Testing

To ensure that the Trust’s total compensation is aligned with its compensation objectives,the HRCC stress tests executive compensation plans under various performancescenarios on a regular basis. The scenarios contemplate Trust performance ranging from“weak” to “extraordinary” and calculate incentive plan payouts based on these results toensure an appropriate pay-for-performance linkage. Stress testing helps determinewhether the incentive plans would pay out as anticipated and remain consistent with theTrust’s pay-for-performance philosophy, while avoiding the creation of excessive risksthat could threaten the Trust’s value.

Anti-hedging Policy

The Trust has adopted a robust anti-hedging policy which prohibits Trustees andexecutives from monetizing the value of their ownership in the Trust through the use ofany hedging product. The Trust strictly prohibits investing in or purchasing financialinstruments or derivatives, including prepaid variable forward contracts, equity swaps,collars or units of exchanged funds, designed to hedge or offset a decrease in marketvalue of equity securities held by such Trustee or executive.

Clawback Policy

To further align management’s interests with Unitholders, the Trust adopted a “clawback”policy in May 2012 (as it applies to the CEO) and March 2013 (as it applies to the otherNEOs and non-NEOs at the Vice-President level and higher). The policy provides that theBoard, at the recommendation of the HRCC, may seek reimbursement of annual or long-term incentive compensation awarded to the NEOs or other executives if the Boardbelieves the amount of compensation was based on financial results that were subject toa material restatement (other than a restatement due to, or to comply with, changes inapplicable accounting principles or related to an acquisition or disposition).Reimbursement could be sought for any excess amount that relates to the materialrestatement that occurred within 12 months of payment of the compensation in respect ofthe year in which misconduct occurred, if the NEO engaged in fraud or intentionalmisconduct that caused the material restatement.


Minimum Unit Ownership Policy

The NEOs must meet specified Unit ownership guidelines to better align the interests ofexecutives with Unitholders. In 2014, RioCan increased the Unit ownership guidelines forall NEOs (except Mr. Sonshine, who was already subject to the increased guideline) andall other Senior Vice Presidents, including non-NEOs. Under the revised Unit ownershipguidelines, executives will have up to five years to reach the minimum required level ofUnit ownership. For purposes of assessing compliance, Unit ownership includes anyUnits owned, directly or indirectly, by an executive or his or her spouse or held by suchperson or his or her immediate family members as part of a tax or estate plan. Inconnection with amendments to the PEU Plan and introduction of the REU Plan, both ofwhich now provide for the settlement of awards in Units acquired in the secondary market(as opposed to cash settled), in 2017, the minimum unit ownership policy was updated sothat Unit ownership includes any PEUs or REUs that are to be settled in Units.

As of December 31, 2019, all NEOs comply with their respective guideline. The followingtable provides a summary of the required and actual holdings of Units of each NEO as atsuch date.

NEO

Unit Ownership

Guidelines

Actual Holdings at

December 31, 20191 Met

Guideline1Multiple of

SalaryTotal Value

Multiple of

2019 Salary

Edward Sonshine 3.0x $21,211,422 16.32x ✓

Jonathan Gitlin 3.0x $ 3,100,116 5.39x ✓

Qi Tang 3.0x $ 1,397,566 3.01x ✓

Jeff Ross 2.0x $ 2,916,456 6.27x ✓

John Ballantyne 2.0x $ 2,587,298 5.56x ✓

(1) Based on actual holdings of Units and notional units issued under the Trust’s REU and PEU Plans, which notional units willbe settled and satisfied by the delivery of Units acquired on the secondary market at a price of $26.80 per Unit, whichrepresents the five-day volume weighted average trading price of Units for the five days immediately precedingDecember 31, 2019.

Post-employment Unit Ownership Policy

The Trust implemented a post-employment ownership requirement to encourage theNEOs and other executives subject to the Unit ownership guidelines to make decisionsthat are in the long-term interest of the Trust. Executives who resign or retire are requiredto maintain the required ownership value in accordance with the Unit Ownership Policy fora period of one year following the date of resignation or retirement. If, at the time ofresignation or retirement the executive does not hold the minimum required ownership asa result of being within the initial five-year grace period since appointment (ascontemplated by the policy above), he or she will still be required to maintain the equityownership value actually held, as permitted by the policy, for the one-year periodfollowing the date of resignation or retirement. All former NEOs who have retired orresigned have advised the Trust that they are in compliance with the policy.


UNIT PERFORMANCE GRAPH

The graph below compares the cumulative total Unitholder return for $100 invested inUnits with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSXCapped REIT Index during the five most recently completed financial years of the Trust.

Five-Year Cumulative Total Return on $100 InvestmentAssuming Distributions are Re-InvestedDecember 31, 2014 – December 31, 2019

$180

$60

$70

$80

$90

$100

$110

$120

$130

$140

$160

$150

$170

Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19

RioCan REIT S&P/TSX Capped REIT Index S&P/TSX Composite Index

12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19

RioCan REIT $100 $94 $112 $108 $112 $133

S&P/TSX Composite Index $100 $92 $111 $121 $110 $136

S&P/TSX Capped REIT Index $100 $95 $112 $123 $131 $161

During the period, the cumulative total Unitholder return for $100 invested in Units was$133 as compared to $136 and $161 for the S&P/TSX Composite Index and the S&P/TSX Capped REIT Index, respectively.

As shown in the table below, the aggregate total direct compensation awarded to fiveNEOs from 2015 to 2019 increased from approximately $11.5 million to approximately$12.3 million at a compound annual rate of 1.6% annually.

Over the same five-year period, FFO decreased from approximately $622.4 million to$575.8 million as the Trust transformed its portfolio to become highly Canadian majormarkets focused with a more necessity-based and service-oriented tenant base. In 2016,the Trust disposed of its US portfolio of nearly 10.0 million square feet for total grossproceeds of $2.4 billion. From 2017 to 2019, the Trust disposed of another 10.1 millionsquare feet or 89 properties for total gross proceeds of $1.7 billion, most of which werelocated in Canada’s secondary markets. Market capitalization increased from $7.6 billionto $8.5 billion over the same five-year period.

In ’000s except % 2015 2016 2017 2018 2019

FFO $ 622,364 $ 547,8791 $ 584,5971 $ 580,2232 $ 575,8453

Market Capitalization (as at Dec. 31) $7,639,622 $8,666,751 $7,861,036 $7,249,829 $8,489,031

NEO Total DirectCompensation

Total $ 11,479 $ 12,752 $ 11,395 $ 10,890 $ 12,254

as a % of FFO 1.84% 2.33% 1.95% 1.88% 2.13%

as a % of MarketCapitalization

0.15% 0.15% 0.14% 0.15% 0.14%

(1) FFO in 2016 decreased from 2015 as a result of the sale of the Trust’s U.S. portfolio in May 2016, and increased in 2017due to strong financial and operational performance.

(2) FFO in 2018 decreased from 2017 primarily as a result of the Trust’s disposition of nearly $1.0B of secondary marketassets in 2018.

(3) FFO in 2019 decreased from 2018 primarily as a result of the Trust’s disposition of $0.5B of secondary market assets in2019 and the full year dilutive effect of nearly $1.0B secondary market asset dispositions in 2018.


Starting in 2015, RioCan strengthened the alignment between compensation and the Trust’srelative market performance with the introduction of the PEU Plan. Beginning in 2016, UnitOptions are granted at a maximum of every second year at the discretion of the Board, withREUs replacing Unit Options every other year and PEUs to be maintained at 67% every year.Consistent with the 2016 decision, in 2018, Unit Options were granted to certain NEOs at thediscretion of the Board, in place of REUs. In 2019 REUs were granted to all NEOs instead ofUnit Options, except for a payment of Unit Options granted to Mr. Sonshine on March 22,2019 at an exercise price of $26.49, pursuant to his commitment to remain CEO of the Trust,as further described in the “Employment Contracts” section below. The HRCC believes thatthe combination of FFO per Unit and external market measures, both on a relative andabsolute basis, are strong indicators of the Trust’s performance and ensure that NEOcompensation continues to align with the Unitholder experience.

COMPENSATION GOVERNANCE

Composition and Role of the HRCC

It is the mandate of the HRCC to oversee executive compensation practices and makerecommendations to the Board of Trustees. In 2019, the HRCC was comprised of fiveindependent Trustees: Sharon Sallows (who served as Chair until May 28, 2019), PaulGodfrey, C.M., O.Ont., Jane Marshall, Siim Vanaselja and Richard Dansereau (who wasappointed Chair on May 28, 2019). Mr. Godfrey became a non-voting, ex-officio memberof the HRCC beginning in January 2020. All members of the HRCC are knowledgeableand experienced in executive compensation and are able to fulfill the Committee’sobligations to the Trust and its Unitholders. For more information on the skills andexperiences of each Committee member, please refer to the Trustee profiles contained inthis Information Circular and the Trustee skills matrix on page 78. For more informationon the Committee’s charter, please refer to RioCan’s website at www.riocan.com.

The HRCC met five times during 2019 to review key items according to its mandate. TheHRCC welcomes the input and recommendations of RioCan management and itsindependent advisor, but is fully independent both in composition and decision-making.Members of management and the HRCC’s independent advisor attend meetings of theHRCC at the request of the HRCC.

The following chart illustrates RioCan’s decision-making process and the roles of variousstakeholders in the process:

COMPENSATIONPLANNING

ASSESSINGPERFORMANCE

DECISIONS &APPROVALS

Management

• Provide data / analysis to theHRCC

• Recommend performancetargets and objectives

• CEO conducts performanceassessments for NEOs andprovides recommendations tothe HRCC

• Provide recommendations tothe HRCC regarding allcompensation mattersincluding program design andpay levels (excluding CEO)

IndependentHRCC Advisor

• Provide market data analysisand updates on governmenttrends

• Review materials preparedby management

• Review recommendationsprepared by managementand provide independentadvice to the HRCC

HRCC

• Ongoing consideration ofcompensation mattersincluding program designand pay levels, taking intoaccount management andrecommendations andindependent advice andconsultant

• Review corporate andindividual performance

• Assess business conditionsand market performance

• Assess CEO performanceand provide recommendationto the Board

• Approve performancetargets / objectives

• Recommend compensationdesign and levels for CEO,COO and CFO to the Board

• Discuss governance mattersrelated to compensation withthe NGC

Board ofTrustees

• Approve compensationprograms / policies, includingcompensation risk oversight

• Approve pay levels (CEO,COO, CFO)

UnitholdersEngage with Board annually through submission and voting on Unitholder proposals, including advisorysay-on-pay vote


Independent Compensation Consultant

As noted above, the HRCC engaged Hexarem in October 2019 to evaluate thecompensation plans, policies and programs of the Trust.

Prior to the engagement of Hexarem, the HRCC engaged WTW in 2017 as its independentcompensation consultant to review the Trust’s executive and Trustees’ compensationplans and to assist in setting compensation for the NEOs. WTW provided consultingservices to the HRCC from 2017 until October 2019, including advice regarding:

• the competitiveness of compensation paid to the Trust’s executives and trustees;

• independent evaluation of proposals, data, and analysis prepared by RioCan’s seniormanagement; and

• commentary on executive and Trustee compensation principles, trends, and bestpractices.

In 2017, as part of the HRCC’s comprehensive executive compensation review, theHRCC engaged WTW to assist with the review of best practices and related matters, andin 2018 and 2019 undertook a review of the Trust’s executive and Trustee compensationpractices, as part of the Trust’s ongoing commitment to regularly review compensationbest practices.

Total fees billed by WTW in 2018 and 2019, and by Hexarem in 2019, are listed below.Hexarem and WTW generally do not provide any other services to the Trust outside ofthese mandates. The pre-approval of the HRCC is required before engaging the aboveconsultants to provide any other services to the Trust or to management.

Description 2018 Fees1 2019 Fees1

Total executive compensation-related fees

WTW $164,035 $105,845

Hexarem n/a $ 10,015

All other fees $0 $0

(1) Including HST and nominal fees incurred in connection with the review of Trustee and executive compensation.

CEO COMPENSATION: LOOK-BACK TABLE (2015 to 2019)

Each year, the Board considers the Trust’s overall performance in making executive paydecisions to ensure that executive compensation levels are aligned with Unitholderinterests.

To demonstrate the relative alignment between CEO pay and the Trust’s performanceover the past five years, the following table compares the grant date value ofcompensation awarded to the CEO (as reflected in the Summary Compensation Table)with the actual value realized (or realizable) as at December 31, 2019. Actualcompensation realized (or realizable) includes salary and short-term cash incentivepayments received in the respective year, the realized value from Unit Options granted inthe respective year and exercised on or before December 31, 2019, the realized valuefrom the 2015 and 2016 PEU grants, the in-the-money value of Unit Options granted inthe respective year that as of December 31, 2019 have not been exercised and remainoutstanding, the value of the 2017, 2018 and 2019 PEU grants, and the value of the2017, 2018 and 2019 REU grants as of December 31, 2019.

Compensation outcomes are also compared to the value to Unitholders, which representsthe cumulative value of a $100 investment in Units made on the first trading day of the


period indicated, assuming the reinvestment of distributions. On average, the value ofCEO total direct compensation awarded over the past five years that has been realized(or remains realizable) as at December 31, 2019 is less than the original award value.Comparatively, the average total Unitholder return over the periods indicated is $127. TheTrust is confident that the CEO’s compensation outcomes are reasonable in considerationof the total return delivered to Unitholders.

YearTotal Direct

CompensationAwarded(1)

Actual Total DirectCompensation ValueRealized/Realizableas of December 31,

2019(3)

Value of $100

Period CEO(4) Unitholder(5)

2015 $5,720,000 $3,936,041 12/31/14 to 12/31/19 $ 69 $133

2016 $6,003,7002 $6,114,4512 12/31/15 to 12/31/19 $102 $141

2017 $5,713,851 $5,975,090 12/31/16 to 12/31/19 $105 $119

2018 $6,706,9616 $7,315,6686 12/31/17 to 12/31/19 $109 $123

2019 $6,171,5587 $6,156,4197 12/31/18 to 12/31/19 $100 $119

Average $ 97 $127

(1) Includes salary, short-term cash incentive payments, and long-term incentive compensation. CEO’s LTIP for 2015 – 50%Unit Options and 50% PEUs; 2016 – 33% Unit Options (plus a one-time grant as further described in footnote (2) below)and 67% PEUs; and in each of 2017, 2018 and 2019 – 33% REUs and 67% PEUs, plus a one-time cash bonus of$1,000,000 in 2018 as further described in footnote (6) below and a one-time grant of 400,000 Unit Options in 2019 asfurther described in footnote (7) below.

(2) As noted above, included in this amount is the additional 200,000 Unit Options granted to Mr. Sonshine in February 2016as a one-time grant in connection with his extended employment commitment as further described under “EmploymentContracts”.

(3) Actual compensation realized (or realizable) includes base salary, short-term cash incentive payments and long-termincentive compensation received in the respective year. The grant value of long-term incentive compensation, as noted infootnote (1) above includes, as applicable, the value of Unit Options exercised and unexercised as well as the fair value ofPEUs and REUs granted, plus the accumulated re-invested distributions applicable. Where PEUs have not vested, theyare included at target in the year they were granted. As at December 31, 2019, no Unit Options awarded since 2015 havebeen exercised. The only options granted since 2015 which are in-the-money, as at December 31, 2019, were optionsgranted in February 2016 at an exercise price of $25.78 and March 2019 at an exercise price of $26.49.

(4) Represents the actual value realized (or realizable) as at December 31, 2019 for each $100 awarded to the CEO in totaldirect compensation during the respective fiscal year indicated.

(5) Represents the cumulative value as at December 31, 2019 of a $100 investment in Units made on the first day of theperiod indicated, assuming reinvestment of distributions.

(6) Includes a $1,000,000 one-time cash bonus awarded to Mr. Sonshine in accordance with the terms of an amendment tohis employment agreement made February 16, 2016.

(7) Includes 400,000 Unit Options granted to Mr. Sonshine in connection with his employment commitment as furtherdescribed under “Employment Contracts”.


SUMMARY COMPENSATION TABLE

The following table provides the compensation paid or granted to NEOs for the yearsended December 31, 2019, 2018, and 2017. Unit-based awards and option-basedawards, as applicable, are calculated based on the grant date value as described in thenotes below and may not actually be realized.

NEO Year Salary

Unit-based awards1

Option-

Based

awards2,3,4

Non-equity

incentive

plan

compensation

– Annual

incentive

plans

Pension

value

All other

compen-

sation5

Total

compen-

sationPerformance

Equity Units

Restricted

Equity

Units

EDWARDSONSHINECEO

2019 $1,300,000 $1,742,000 $858,000 $404,000 $1,867,558 $ 0 n/a $6,171,5583

2018 $1,300,000 $1,733,333 $866,667 n/a $1,806,961 $ 0 $1,000,000 $6,706,961

2017 $1,300,000 $1,733,333 $866,667 n/a $1,813,851 $ 0 n/a $5,713,851

JONATHAN GITLINPresident and COO6

2019 $ 575,000 $ 462,300 $227,700 n/a $ 673,066 $54,100 n/a $1,992,166

2018 $ 496,438 $ 294,500 n/a $147,250 $ 511,136 $54,900 n/a $1,504,224

2017 $ 450,000 $ 285,000 $142,500 n/a $ 363,218 $47,900 n/a $1,288,618

QI TANG7

SVP and CFO2019 $ 465,000 $ 373,860 $184,140 n/a $ 420,600 $27,230 $ 19,143 $1,489,973

2018 $ 410,000 $ 259,667 n/a $147,2508 $ 337,711 $26,500 $ 14,385 $1,195,513

2017 $ 322,019 $ 73,333 $ 86,667 n/a $ 231,042 $20,238 n/a $ 733,299

JEFF ROSSSVP, Leasing andTenant Construction

2019 $ 465,000 $ 311,550 $153,450 n/a $ 420,600 $68,900 n/a $1,419,500

2018 $ 465,000 $ 294,500 n/a $147,250 $ 383,014 $68,900 n/a $1,358,664

2017 $ 450,000 $ 285,000 $142,500 n/a $ 363,218 $61,800 n/a $1,302,518

JOHN BALLANTYNESVP, AssetManagement

2019 $ 465,000 $ 311,550 $153,450 n/a $ 420,600 $59,900 n/a $1,410,500

2018 $ 465,000 $ 294,500 n/a $147,250 $ 383,014 $60,400 n/a $1,350,164

2017 $ 450,000 $ 285,000 $142,500 n/a $ 363,218 $53,400 n/a $1,294,118

(1) Amounts in these columns reflect the grant date fair value of REUs and PEUs at the time of grant. The fair value of eachREU and PEU granted on February 22, 2019 was $25.28 which was based on the five trading days Volume WeightedAverage Price (“VWAP”) preceding the grant date (which differs from the Monte Carlo value of $22.84 per PEU used foraccounting purposes), multiplied by the number of REUs and PEUs granted on February 22, 2019 (Mr. Sonshine 33,943REUs and 68,915 PEUs, Mr. Gitlin 9,008 REUs and 18,289 PEUs, Ms. Tang 7,284 REUs and 14,790 PEUs, and to each ofMessrs. Ross and Ballantyne 6,070 REUs and 12,325 PEUs.

(2) The weighted average assumptions used in the calculation of the fair value of the options granted for the year endedDecember 31, 2019 using the Black-Scholes option valuation model as follows:

Year ended December 31, 2019Unit option exercise price $26.49Expected risk-free interest rate (i) 1.50%Expected distribution yield (ii) 5.50%Expected unit price volatility (iii) 13.90%Expected option life (years) (iv) 5.60

(i) Determined using the yield on Government of Canada benchmark bonds with an average maturity period similar to theexpected option life.

(ii) Based on the annual distribution yield on the date of grant.(iii) Estimated by considering historic average unit price volatility for a period consistent with the expected option life.(iv) Represents the expected option life based on the actual holding period of all transacted option awards between grant

date and the date of activity.(3) Amounts in this column for 2019 reflect the fair value of options granted. In 2019, no Unit Options were granted to the

NEOs, except for Mr. Sonshine who received a grant of 400,000 Unit Options in connection with his 2019 employmentcommitment as further described under “Employment Contracts” at a fair value of $404,000. The Black-Scholes value ofsuch grant was equal to $1.01 per Unit Option based on the assumptions set out in footnote (2) above.

(4) The grant price for Unit Options granted on March 22, 2019 was $26.49 which was in accordance with Mr. Sonshine’sEmployment Agreement. The grant price for Unit Options granted on February 26, 2018 was $24.00 which was based onthe VWAP preceding the grant date. No Unit Options were granted in 2017.

(5) Perquisites and other personal benefits, in the aggregate, do not exceed the lesser of (i) $50,000 per person, and (ii)10 percent of the total annual salary.



(7) Ms. Tang joined the Trust on September 12, 2016 as Senior Vice President, Finance. On April 3, 2017, Ms. Tang wasappointed as SVP and Acting CFO and effective June 8, 2017, was appointed as SVP and CFO. Ms. Tang’s 2017 basesalary and annual incentive amount reflects the actual amount received from the Trust (including compensation earnedwhile Ms. Tang held non-NEO positions with the Trust). The $14,385 disclosed under “All other compensation” for 2018and $19,143 for 2019 represent additional retirement arrangements made by the Trust for the benefit of Ms. Tang.

(8) In light of Ms. Tang’s contributions to the Trust in her role as SVP and CFO, and to reward her performance in a mannersimilar to her peers, the Board utilized its discretion to grant Ms. Tang the same number of Unit Options as weredetermined to be granted to the other NEOs, notwithstanding that for 2018 this resulted in Ms. Tang receiving Unit Optionsthat reflected 36.19% of her LTIP award rather than 33%.


OUTSTANDING OPTION-BASED AND UNIT-BASED AWARDS

As at December 31, 2019, the following Unit Options, PEUs and REUs were outstandingin favor of the NEOs:

NEO

OPTION-BASED AWARDS UNIT-BASED AWARDS

Number ofsecuritiesunderlying

unexercisedoptions

(#)

Optionexercise

price

Optionexpiration

date

Value ofunexercised

in-the-money

options1

Numberof PEUs

thathave notvested2

(#)

Market orpayoutvalue of

PEUs thathave notvested3

Numberof REUs

thathave notvested4

(#)

Marketor payoutvalue of

REUs thathave notvested3

EDWARDSONSHINECEO

400,0005 $26.49 March 21, 2029 $108,000 227,874 $6,097,909 74,917 $2,004,779

904,6075 $25.78 Feb. 28, 2026 $886,515

550,847 $29.31 Feb. 24, 2025 $ 0

475,000 $26.54 Feb. 24, 2024 $104,500

475,000 $27.69 Feb. 25, 2023 $ 0

475,000 $27.04 Feb. 23, 2022 $ 0

56,000 $23.78 March 8, 2021 $166,880

JONATHANGITLIN6

President andCOO

100,000 $24.00 Feb. 25. 2028 $276,000 45,187 $1,209,205 11,508 $ 307,954

115,854 $25.78 Feb. 28, 2026 $113,537

78,337 $29.31 Feb. 24, 2025 $ 0

85,000 $27.51 May 27, 2024 $ 0

85,000 $27.45 June 4, 2023 $ 0

85,000 $26.54 June 10, 2022 $ 18,700

85,000 $24.94 June 7, 2021 $154,700

QI TANGSVP and CFO

100,000 $24.00 Feb. 25. 2028 $276,000 30,648 $ 820,141 8,917 $ 238,619

20,000 $27.02 Sept. 21, 2026 $ 0

JEFF ROSSSVP, Leasingand TenantConstruction

100,000 $24.00 Feb. 25. 2028 $276,000 38,945 $1,042,169 8,434 $ 225,694

115,854 $25.78 Feb. 28, 2026 $113,537

78,337 $29.31 Feb. 24, 2025 $ 0

100,000 $27.51 May 27, 2024 $ 0

100,000 $27.45 June 4, 2023 $ 0

100,000 $26.54 June 10, 2022 $ 22,000

40,000 $24.94 June 7, 2021 $ 72,800

JOHNBALLANTYNESVP, AssetManagement

100,000 $24.00 Feb. 25. 2028 $276,000 38,945 $1,042,169 8,434 $ 225,694

115,854 $25.78 Feb. 28, 2026 $113,537

78,337 $29.31 Feb. 24, 2025 $ 0

85,000 $27.51 May 27, 2024 $ 0

85,000 $27.45 June 4, 2023 $ 0

85,000 $26.54 June 10, 2022 $ 18,700

85,000 $24.94 June 7, 2021 $154,700

(1) The value of unexercised in-the-money options is calculated by multiplying the difference between $26.76, whichrepresents RioCan’s closing unit price at December 31, 2019 and the option exercise price, by the total number ofunexercised in-the-money options.

(2) Total number in this column includes PEUs granted in 2017, 2018 and 2019, plus the accumulated re-investeddistributions. 2017 PEU grants vested on February 24, 2020 and were settled in Units on February 26, 2020 in accordancewith the PEU Plan. 2018 and 2019 PEU grants will vest on the financial statement approval date in 2021 and 2022respectively, and will be paid out in accordance with the PEU Plan. The valuation assumes a 1x performance multiplier forPEUs. The value actually realized by NEOs may be greater (or lesser) than the amounts disclosed if above-minimumperformance results are achieved (or achievement is below target).

(3) Value based on $26.76, which represents the Trust’s closing unit price at December 31, 2019.(4) Total number in this column includes unvested REUs granted in 2017 to all NEOs, 2018 to the CEO, and 2019 to all other

NEOs, plus the accumulated re-invested distributions. REU grants vest one-third on the first anniversary, one-third on thesecond anniversary and one-third on the third anniversary and are only eligible for settlement on the third anniversary.2017 REU grants vested on February 28, 2020 and were settled in Units on March 10, 2020 in accordance with the termsof the REU Plan. There are 53,749 vested REUs (Ed Sonshine – 38,680; Jonathan Gitlin – 4,162; Qi Tang – 2,583; JohnBallantyne – 4,162; and Jeff Ross – 4,162).

(5) This number of options includes 200,000 additional Unit Options granted in February 2016 and 400,000 Unit Optionsgranted in March 2019 to Mr. Sonshine in connection with his respective extended employment commitment as furtherdescribed under “Employment Contracts”.



As at December 31, 2019, the Trust had Unit Options outstanding representing approximately 2.01%of the Trust’s total Units outstanding and approximately 28.94% of the approved option reserve.

Units

Outstanding

at Year

End

(#)

Approved

Options

Reserve

(#)

Amount of

Options

Available

For Grant

as a % of

Units

Outstanding

(#)

Options

Outstanding

at Year

End (#)

Options

Outstanding

as a % of

Units

Outstanding

Options

Outstanding

as a % of

Approved

Reserve

317,228,353 22,000,000 12,523,483 6,366,519 2.01% 28.94%

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING 2019

The following sets out the value of Unit Option-based and Unit-based awards which vested or wereearned for the year ended December 31, 2019:

NEO

Option-

based

awards –

value

vested

during

the year1

PEUs –

value

vested

during

the year2

REUs –

value

vested

during

the year3

Non-equity

incentive

plan

compensation –

Value

earned

during

the year

EDWARD SONSHINECEO

$ 0 $2,070,252 $672,892 $1,867,558

JONATHAN GITLIN4

President and COO$29,000 $ 340,397 $ 55,379 $ 673,066

QI TANGSVP and CFO

$29,000 $ 0 $ 35,524 $ 420,600

JEFF ROSSSVP, Leasing and Tenant Construction

$29,000 $ 340,397 $ 55,379 $ 420,600

JOHN BALLANTYNESVP, Asset Management

$29,000 $ 340,397 $ 55,379 $ 420,600

(1) Represents the net aggregate value that would have been realized if the options had been exercised on the vesting date,which is calculated by determining the difference between the five day volume weighted average trading price of Units forthe five days immediately preceding the respective vesting date and the respective exercise prices, multiplied by thenumber of options vested on such vesting date.

(2) 2016 PEU grants vested as of February 2019 and were based on a price of $25.28, representing the five day VWAPclosing price of Units as of February 22, 2019 and were paid out in cash on March 1, 2019 based on a performance factorof 102.97% (Mr. Sonshine – 81,901- and Messrs. Gitlin, Ross and Ballantyne 13,466 each).

(3) Total value in this column includes vested REUs granted in 2017 and 2018 for Mr. Sonshine and vested REUs granted in2017 for all other NEOs plus the accumulated re-invested distributions. REU grants vest one-third on the first anniversary,one-third on the second anniversary and one-third on the third anniversary but are only eligible for settlement on the thirdanniversary. The value of REUs that vested reflects the closing price on each vesting date multiplied by the number ofrespective REUs that vested during 2019 (Mr. Sonshine – 26,706, Messrs. Gitlin, Ross and Ballantyne – 2,193 each, andMs. Tang 1,361).



UNIT OPTION GAINS REALIZED UPON EXERCISE DURING 2019

The following table shows the value of gains realized following the exercise of Unit Options in 2019 forthe NEOs.

Unit Option

Gains Realized

Upon Exercise

EDWARD SONSHINECEO $321,770

JONATHAN GITLIN1

President and COO $376,147

JEFF ROSSSVP, Leasing and Tenant Construction $669,098

JOHN BALLANTYNESVP, Asset Management $331,790



SUMMARY OF LONG-TERM INCENTIVE PLANS

The following tables provide a summary of the Trust’s equity-based long-term incentiveplans.

Unit Option Plan

Eligibility Officers, consultants and full time employees, as determinedby the Board.

Award Each option entitles the holder, upon exercise, to acquire oneTrust Unit at the option exercise price. The Trust does notprovide financial assistance to option holders in connectionwith their participation in the Unit Option Plan.

Vesting and Expiry Unit options have a maximum term of ten years. Of the optionsgranted following January 1, 2004, 25% vest thereafter oneach of the four anniversaries following the grant date. TheBoard has ultimate discretion to vary the term and vestingprovisions of options.

Exercise Price The exercise price of options is equal to the volume weightedaverage trading price (“VWAP”) of the Units on the TorontoStock Exchange for the five trading days immediately prior tothe date of grant.

Termination Provisions: Subject to Board discretion, the following rules apply if aparticipant’s employment is terminated before expiry:

Termination forCause

• Unless otherwise determined by the Board, vested andunvested options are forfeited upon notice of terminationgiven by the Trust.

Termination forVoluntaryResignation

• Vested and unvested options are forfeited upon the earlierof (i) 30 days after notice of resignation is given and (ii) theeffective date of resignation.

Terminationwithout Cause(no CIC)

• Vested options may be exercised at any time up to andincluding the 30th day following the effective date oftermination of employment (or the expiry date, whichever isearlier). Subject to board discretion, all unvested options atthe date of termination are forfeited.

Death • The participant’s legal representative may exercise vestedoptions that were unexercised at the date of death for oneyear from the date of death.

Control Change (CIC)1 In the event a bona fide offer for Units is made to Unitholderswhich, if accepted, would result in the offeror exercisingcontrol of the Trust within the meaning of subsection 1(3) ofthe Securities Act (Ontario), then all options held will becomeexercisable for purposes only of tendering the underlying Unitsto the offer in the manner set forth in the Unit Option Plan.Upon completion of the offer, any options not exercised willcontinue to be valid and existing in accordance with theiroriginal terms. If the offer is not completed, all Units underlyingexercised options will be returned to the option holder andreinstated as options carrying the original terms of their issue,including the exercise price paid by such holder for theexercise.If an employee resigns or is terminated without cause within180 days following a CIC, all outstanding options will vest andremain exercisable for 30 days following the date oftermination or resignation or the expiry date, whichever isearlier, after which all options shall cease and terminate andbe of no further force or effect.

Assignment of Awards Option awards are non-assignable.


(1) For purposes of the Unit Option Plan, “Control Change” is defined as (i) the acquisition or continued ownership of Unitsand/or securities (“Convertible Securities”) convertible into, exchangeable for or representing the right to acquire Units asa result of which a person, group of persons or persons acting jointly or in concert or persons associated or affiliated (withinthe meaning of the Business Corporations Act (Ontario)) with any such person, group of persons or any of such personsacting jointly or in concert (collectively, “Acquirors”) beneficially own Units and/or Convertible Securities such that,assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors,Acquirors would beneficially own Units that would entitle the holders thereof to cast more than 25% of the votes attachingto all Units that may be cast to elect members of the Board of Trustees; and (ii) exercise of voting power over all or anysuch Units so as to cause or result in the election of two or more trustees of the Trust who were not incumbent Trustees.

The Unit Option Plan currently permits an aggregate maximum of 22,000,000 Units to beissued to holders of options which were outstanding as of June 17, 2015 and to thosegranted thereafter. As at April 13, 2020, the Trust has outstanding options to purchase6,366,519 Units (representing approximately 2.0% of the Trust’s outstanding Units as ofDecember 31, 2019) to a total of 39 officers of the Trust. Options to acquire 12,523,483Units remain available to be granted under the Unit Option Plan (representingapproximately 4.0% of the Trust’s outstanding Units as of December 31, 2019). A total of400,000 options were granted in 2019 (with 1,080,481 subsequently expired andcancelled), which constitutes a total of 0.13% (0.34% with cancellation) of the total Unitsoutstanding as of December 31, 2019.

The Unit Option Plan states that the aggregate number of Units reserved for issuancepursuant to all options granted to any one optionee cannot exceed 5% of the number ofUnits outstanding immediately prior to the Unit issuance in question. Upon the approvalby the Unitholders of the Trust, excluding the Units beneficially owned by insiders andassociates of insiders: (i) the number of Units reserved for issuance pursuant to optionsgranted to insiders under the Unit Option Plan and under all other Unit compensationarrangements may exceed 10% of the aggregate number of Units outstandingimmediately prior to the Unit issuance in question; (ii) the issuance of Units to insidersunder the Unit Option Plan and all other Unit compensation arrangements, within aone-year period, may exceed 10% of the number of Units outstanding immediately priorto the Unit issuance in question; and (iii) the issuance of Units to any one insider andsuch insider’s associates under the Unit Option Plan and under all other Unitcompensation arrangements, within a one-year period, may exceed 5% of the number ofUnits outstanding immediately prior to the Unit issuance in question.

The Unit Option Plan provides that the plan may be amended at any time with theapproval of the Board, provided however, that the following amendments can only bemade with the approval of a majority of Unitholders entitled to vote at a meeting ofUnitholders:

(a) amendment to the number of securities issuable under the Plan;

(b) any change to the eligible participants that would have the potential of broadeningor increasing insider participation;

(c) the addition of any form of financial assistance;

(d) any amendment to a financial assistance provision that is more favourable toparticipants;

(e) addition of a cashless exercise feature payable in cash or Units that does notprovide for a full deduction of the number of underlying Units from those reservedfor issuance under the plan;

(f) the addition of a deferred or restricted Unit or any other provision that results inparticipants receiving securities while no cash consideration is received by theTrust;

(g) an extension to the term of an option held by a non-arm’s length party beyond theoriginal expiry date except as may be extended as a result of a blackout period;


(h) the reduction in the exercise price of an option held by a non-arm’s length partyother than pursuant to an adjustment under the plan;

(i) any amendment the Board determines should be subject to Unitholder approval;

(j) any reduction in exercise price or cancellation and reissue of options or otherentitlements;

(k) any amendment that extends the term of the options beyond their expiry date;

(l) amendments to eligible participants that may permit the introduction orreintroduction of non-employee trustees on a discretionary basis or amendmentsthat increase the limits previously imposed on non-employee trustee participation;

(m) amendments which would permit options granted under the plan to be transferrableor assignable other than for normal estate settlement purposes; and

(n) amendments to the plan amendment provisions.

Without limiting the general amendment powers described above and for greatercertainty, Unitholder approval is not required for amendments to the Unit Option Plan todo the following:

(a) amendments of a “housekeeping” nature;

(b) to amend the vesting provisions;

(c) to change the termination provisions in a manner that does not entail an extensionbeyond the original expiry date;

(d) the addition of a cashless exercise feature, payable in cash or Units, that providesfor a full deduction of the number of underlying Units from those reserved forissuance under the plan; and

(e) any other amendment that does not require Unitholder approval under the rules ofthe TSX.

A copy of the Unit Option Plan of the Trust is filed on SEDAR at www.sedar.com.

The table below provides additional information on the Unit Option Plan for the past threeyears as at December 31, 2019, 2018 and 2017:

DescriptionAs at December 31

2019 2018 2017

Burn rate: The total number of Options granted in a fiscal year,divided by the weighted average number of Units outstanding forthe fiscal year

0.13% 0.21% 0.00%


PEU Plan (Amended and Restated February 2017)

As described above, for 2019, PEUs were granted to all NEOs in respect of the 67%portion of the overall long-term incentive opportunity. The following is a summary of thePEU plan adopted by the Board in February 2017:

Eligibility Certain officers and senior management of the Trust, as determined bythe Board.

Award Each PEU notionally represents the value of one Unit on the date of thegrant. Unit distributions paid during the performance period will becredited to each PEU participant in the form of additional PEUs.

Vesting The number of PEUs granted shall be adjusted following the end of theperformance period (being no later than December 31 of the secondcalendar year following the plan year of the applicable PEUs), suchadjustment based upon the achievement of predetermined performancemeasures, as approved by the Board. The adjusted number of PEUs shallvest following the determination of the adjustment.

Settlement Settlement of vested PEUs will generally be made within 30 days after thevesting date by the delivery of an equivalent number of Units (net ofapplicable withholdings) purchased on the secondary market.

TerminationProvisions:

Subject to Board discretion, the following rules apply if a participant’semployment is terminated before vesting:

Termination forCause or VoluntaryResignation

• All unvested PEUs are forfeited on the termination date.

Terminationwithout Cause(no CIC)

• Receive a pro-rata portion of outstanding PEUs up to date oftermination, which is settled in Units promptly following vesting inaccordance with the PEU Plan.

• Under such circumstances, performance will be assessed based on:(i) actual performance up to the last completed fiscal year prior totermination, in respect of all PEUs granted in years prior to the year oftermination; and (ii) target performance in respect of all PEUs grantedin the year of termination.

Retirement

• Receive a pro-rata portion of outstanding PEUs up to date ofretirement. Subject to compliance with applicable non-competitionprovisions, the pro-rata portion of PEUs are redeemable at the end ofthe relevant performance period as if the participant were still anemployee.

• Under such circumstances, performance will be assessed based on:(i) actual performance up to the last completed fiscal year prior totermination, in respect of all PEUs granted in years prior to the year ofretirement; and (ii) target performance in respect of all PEUs grantedin the year of retirement.

Death/Disability

• All outstanding PEUs will immediately vest, and be settled promptlyfollowing vesting in accordance with the PEU plan.

• Under such circumstances, performance will be assessed based onactual performance up to the last completed fiscal year of theapplicable performance period.

Change in Control (CIC)1 Following the occurrence of a CIC, if the participant remains employedwith the Trust, his or her PEUs will vest and be settled in the ordinarycourse in accordance with their terms, based on actual performance up tothe date of the CIC and on any other factors that the HRCC deem to beappropriate.

If a participant resigns for good reason or is terminated by the Trustwithout just cause within 12 months following a CIC, all PEUs vestimmediately and are settled upon the termination date. Under suchcircumstances, performance will be assessed based on actualperformance up to the date of the CIC.

(1) Definition consistent with that described in footnote (1) under “Unit Option Plan”.


Senior Executive REU Plan

As described above, for 2019, REUs were granted to all NEOs in respect of the 33%portion of the overall long-term incentive opportunity. The following is a summary of theREU plan adopted by the Board in February 2017:

Eligibility The CEO, COO and CFO of the Trust, and such other officers or executiveemployees of the Trust that are determined by the CEO and approved bythe HRCC.

Award Each REU notionally represents the value of one Unit on the date of thegrant. Unit distributions paid during the period from grant date untilsettlement date will be credited to each REU participant in the form ofadditional REUs.

Vesting The number of REUs granted shall vest one-third on each of the first,second and third anniversary of the grant date, provided however that allvested REUs are only eligible for settlement upon the third anniversary ofthe grant date (or such other date as contemplated by the Plan or asotherwise agreed in writing by the Trust and the participant) (the“Settlement Date”).

Settlement Settlement of vested REUs is generally made within 30 days after theSettlement Date by the delivery of an equivalent number of Units (net ofapplicable withholdings) purchased on the secondary market.

TerminationProvisions

Subject to Board discretion, the following rules apply if a participant’semployment is terminated before vesting:

Termination forCause

• All REUs credited to the participant are forfeited on the terminationdate, unless otherwise determined by the HRCC.

Terminationwithout Cause or byParticipant for GoodReason

• A pro-rata portion of unvested REUs up to date of termination (basedon the amount of days of service provided since the last vesting datethrough the remaining vesting period), are accelerated and shall vest,and all vested REUs shall then be settled in Units promptly thereafterin accordance with the REU Plan.

Retirement or VoluntaryResignation

• All unvested REUs as of the date of retirement are forfeited. All vestedREUs (no pro-ration) shall be settled in Units promptly thereafter inaccordance with the REU Plan.

Death/Disability

• All unvested REUs shall immediately vest and be settled, together withall other previously vested REUs, within 30 days following the nexttrading day after the participant’s death in accordance with the REUPlan.

Change in Control(CIC)1

In the event of a CIC, all previously granted REUs (whether previouslyvested or unvested) shall be accelerated such that they are all vestedand shall be settled promptly following the date of the CIC.

(1) Definition consistent with that described in footnote (1) under “Unit Option Plan”.


EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as at December 31, 2019:

Plan Category

Number of securities

to be issued upon

exercise of

outstanding

options,

warrants and rights

Weighted-

average

exercise

price of

outstanding

options,

warrants

and rights

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding amounts

referred to in the

first column)

Equity Compensation plansapproved by Unitholders 6,366,519 $26.71 12,523,483

Equity Compensation plans notapproved by Unitholders n/a n/a n/a

Total 6,366,519 $26.71 12,523,483

PENSION PLANS

Edward Sonshine

A retirement plan was established by the Trust for Mr. Sonshine effective as of January 1,2000, as amended on May 15, 2006 and December 1, 2010. Under the terms of thecurrent retirement plan, Mr. Sonshine was provided with the opportunity to accrue apension based on service to the age of 65. Specifically, Mr. Sonshine is entitled to receivean annual retirement benefit (payable in equal monthly instalments) equal to the sum of$350,000 and $2,250 for each month of service from the time Mr. Sonshine attained age60 to the time his employment with the Trust ceases. The maximum pension benefit iscapped at $485,000 per year. The $485,000 maximum was reached when Mr. Sonshineturned 65 in 2012. The plan also provides certain annual spousal benefits in the event ofMr. Sonshine’s death prior to or after the commencement of his retirement benefit (equalto 60% of the amount otherwise payable to him). As at December 31, 2019, the accruedpension liability for Mr. Sonshine was $6,516,000. Upon Mr. Sonshine’s retirement,should Mr. Sonshine request it, RioCan will obtain a letter of credit for the purposes ofguaranteeing its obligations to Mr. Sonshine pursuant to the retirement plan.

NEOs not currently in the Defined Benefit Pension Plan

As described above, certain NEOs and certain select executives participate in the definedbenefit pension plans. NEOs and new executives who are not currently in the plan will notbe eligible for participation in a defined benefit pension plan.

Other NEOs

A registered pension plan and supplemental executive retirement plan were establishedfor RioCan’s senior executive officers (other than Mr. Sonshine) effective as of January 1,2001 (together, the “Executive Plans”). Under the Executive Plans, if the employment ofa participant is terminated on or after his or her 60th birthday, such participant will beentitled to an annual pension equal to 2% of such participant’s Final Average Earnings(as defined below) multiplied by his or her years of service to the Trust since January 1,2001. The Executive Plans provide for reduced entitlements for early retirementcommencing at age 50, with the amount that would otherwise apply being reduced by0.5% for each month by which the commencement of early retirement precedes thenormal retirement date. The Executive Plans provide for spousal entitlements upon thedeath of the executive officer.


Under the registered pension plan, if employment terminates, other than as a result ofdeath or retirement, the participant is entitled to a deferred vested pension payable at thenormal retirement date. Under the supplemental plan, if the employment of a participantterminates involuntarily, the participant is entitled to a benefit, calculated in accordancewith the plan, based on pensionable service and the best average earnings, as such isdefined more specifically in the supplemental plan. Under the supplemental plan, achange in control results in immediate vesting of accrued benefits.

For the purposes of the Executive Plans, the “Final Average Earnings” of a participant iscalculated as the average of the best five consecutive calendar years of totalremuneration from the Trust to the participant during the participant’s final ten years ofservice to the Trust (or during all of the years of service if less than ten years), to amaximum of $250,000.

The SVP and CFO participates in the RioCan Defined Contribution Pension Plan whichwas amended in 2019. RioCan contributes 10% of the SVP and CFO’s base salary intothe RioCan Defined Contribution Plan up to the maximum annual contribution allowableunder the Income Tax Act (Canada) for the year. The balance of the 10% of the basesalary that is not calculated into the defined contribution pension plan is contributed intoeither RioCan’s Registered Retirement Savings Plan, the RioCan Non-RegisteredSavings Plan or a Tax Free Savings Account.

DEFINED BENEFIT PLAN TABLE

NEO

Number

of years

credited

service

(#)

Annual benefits

payable

Opening

present

value of

defined

benefit

obligation

(d)

Compensatory

change

(e)

Non-

compensatory

change

(f)

Closing

present

value of

defined

benefit

obligation

(g)

At year

end

At age

65

EDWARDSONSHINEChief ExecutiveOfficer

24.08 $485,000 $485,000 $6,258,100 $ 0 $257,900 $6,516,000

JONATHANGITLIN2

President andCOO

12.17 $ 60,800 $147,900 $ 583,200 $54,100 $148,100 $ 785,400

JEFF ROSSSVP, Leasingand TenantConstruction

19.00 $ 95,000 $146,700 $1,196,800 $68,900 $233,500 $1,499,200

JOHNBALLANTYNESVP, AssetManagement

15.00 $ 75,000 $147,100 $ 809,900 $59,900 $184,500 $1,054,300

(1) The actuarial assumptions on which the above is based are: (a) interest at 3.00% for the values in column (g) and 3.60%for the values in columns (d), (e), and (f); (b) salary increase at 4.00% for the values in columns (d), (e), (f) and (g); (c)increase in Income Tax Act maximum pension at 2.00% for the values in columns (d), (e), (f) and (g); (d) mortality as setout in CPM 2014 Mortality Table for (i) Public Sector with dynamic generational mortality improvement using CPM Scale Bfor column (g) and (ii) Private Sector with dynamic generational mortality improvement using CPM Scale B for columns (d),(e) and (f). Mortality is assumed to start at age 0 and end at age 120 in columns (d), (e), (f) and (g); and (e), retirement atthe later of age 60 (March 31, 2021, which is subject to a potential one-year extension, for Mr. Sonshine consistent withMr. Sonshine’s current Employment Agreement for column (g)) and the end of the 2019 fiscal year for the registeredpension plan and SERP for the values in columns (d), (e), (f) and (g) for all except for Mr. Sonshine values in (d), (e)and (f).



DEFINED CONTRIBUTION PLAN TABLE

NEO Accumulated valueat start of year

Compensatory

Change

Non-

compensatory

change

Accumulated valueat year end

QI TANG1

SVP and Chief FinancialOfficer

$43,394 $27,230 $10,073 $80,697

(1) Ms. Tang was promoted to SVP and CFO effective June 8, 2017 and is therefore not eligible to participate in the Trust’sdefined benefit plan, as noted above.

EMPLOYMENT CONTRACTS

Each of our NEOs has entered into an employment contract (each an “Employment

Contract”) with the Trust, as described in further detail below.

Edward Sonshine

In connection with an amendment to his Employment Contract effective December 1,2010, Mr. Sonshine agreed that he would not retire or resign voluntarily beforeNovember 30, 2015. In consideration for such commitment, the Trust agreed that theTrustees would exercise their discretion under the Unit Option Plan to permit all optionsheld by Mr. Sonshine (whether granted before or after the amendment) to remain in fullforce and effect in the event of death or following November 30, 2015 and would thereforebe exercisable on or prior to the original expiry date of such options and vest inaccordance with the original terms. Additionally, the amendment provided thatMr. Sonshine will be entitled to certain additional post-retirement benefits (including officespace, and, for five years following the date of retirement or resignation, assistance withthe costs of a personal secretary and a car allowance), which post-retirement benefitsamount to less than $90,000 annually for the five years following the date of retirement.

On April 7, 2014, in connection with the approval of the 2015 Executive CompensationProgram, the Board of Trustees determined that it was in the best interests of the Trustand Mr. Sonshine to modify certain provisions of Mr. Sonshine’s Employment Contract topreserve and/or clarify particular items in light of the 2015 Executive CompensationProgram. As part of the implementation of the 2015 Executive Compensation Program,Mr. Sonshine’s Employment Contract was amended to reflect changes made to theEMBP, together with the introduction of the PEU Plan and grants of PEUs thereunder,including applying the same treatment to PEUs as was agreed to with respect to optionsunder the December 1, 2010 amendment discussed above. Specifically, pursuant to suchamendment, any PEUs held by Mr. Sonshine at the date of termination (but, for greatercertainty, provided that such date of termination is not as a result of a termination for JustCause, as such term is defined in the Employment Contract) will not terminate but willremain in full force and effect, will accelerate, vest and be paid out pursuant to the termsof the PEU Plan (including the calculation of the Pro-Rata Award, as such term is definedin the PEU Plan) based on (i) in respect of grants made in years prior to the year in whichthe date of termination occurs, actual performance (determined with reference to therespective performance metrics applicable to such grant of PEUs) up to the most recentlycompleted fiscal year prior to the date of termination; and (ii) in respect of grants made inthe year the date of termination occurs, target performance (determined with reference torespective performance metrics applicable to such grant of PEUs). Additionally, under the2014 amendment, the method by which severance payments would be calculated forMr. Sonshine in the event of his termination were modified to preserve the calculation ofseverance that is based on the short-term bonus amount to apply consistent with theshort-term bonus in effect immediately prior to the date of such amendment, as opposedto the significantly reduced amount of short-term bonus eligible to be earned byMr. Sonshine under the current EMBP.


On February 16, 2016, Mr. Sonshine agreed to amend his Employment Contract to reflecthis agreement to not retire or resign voluntarily before December 31, 2018. As part of thiscommitment, Mr. Sonshine agreed to use his best efforts to provide the Trust with 12months’ notice of his intent to retire or resign. In consideration for such renewedcommitment, the Trust agreed to grant Mr. Sonshine an additional one-time grant of200,000 Unit Options (in addition to any other options determined to be granted in theordinary course), which were granted on February 29, 2016 at an exercise price of$25.78. The Trustees also agreed to exercise their discretion under the PEU Plan topermit any PEUs held by Mr. Sonshine as at the date of termination of employment (otherthan as a result of a termination for Just Cause) to vest and be paid out pursuant to theterms of the PEU Plan as if he remained an employee until the end of the relevantPerformance Period (as defined in the PEU Plan) applicable to such PEUs and withoutthe application of the Pro-Rata Award calculation in respect thereof. Notwithstanding theforegoing, in respect of any PEUs that are granted in the same year as the date oftermination occurs (“Termination Year PEUs”), if the date of termination occurs byreason of a planned retirement or voluntary resignation, the Termination Year PEUs willbe subject to a modified pro-rata calculation, pursuant to which the total amount payableto Mr. Sonshine in respect of the Termination Year PEUs at the end of the regularPerformance Period will be multiplied by a percentage reflecting the number of days thathe was employed in that calendar year divided by the total number of days in thatcalendar year. Further, the Trust agreed that, provided Mr. Sonshine had not commenceda retirement, voluntarily resigned or had been terminated by the Trust for Just Cause priorto December 31, 2018, he would receive a cash bonus in the amount of $1,000,000 (lessapplicable withholdings and taxes).

On December 14, 2016, in an effort to be responsive to the concerns raised inconsultation with Unitholders as part of ongoing Unitholder engagement and to furtheralign the Trust’s executive compensation practices with the interests of its Unitholders,Mr. Sonshine voluntarily agreed, without additional consideration for doing so, to amendhis Employment Contract to remove the legacy modified single-trigger change in controlprovision and replace it with a double-trigger provision consistent with current bestpractices. This amendment was formalized in February 2017.

For fiscal 2018, Mr. Sonshine received a base salary of $1,300,000 per annum.Mr. Sonshine is eligible for a bonus each year pursuant to the EMBP, as more particularlydescribed above. Mr. Sonshine is also eligible to receive Unit Options, PEUs and REUs.As previously noted, Mr. Sonshine did not receive any Unit options in 2018.

As announced on March 25, 2019, Mr. Sonshine agreed to remain as CEO of the Trustuntil his retirement on March 31, 2021, subject to a potential one year extension if, prior toMarch 31, 2021, Mr. Sonshine and his successor to CEO together agree that it is in thebest interest of RioCan to delay the retirement date until March 31, 2022. Upon hisretirement, Mr. Sonshine has agreed to become the Non-Executive Chairman of theBoard for two years, subject to his re-election as a Trustee, to ensure an orderly transitionwith his successor, on terms and compensation to be mutually agreed upon, suchcompensation not to be less than the compensation payable to the Chairman of the Boardat that time. All post-retirement entitlements contemplated by Mr. Sonshine’s currentEmployment Contract will commence immediately following such retirement date. Inconsideration for his renewed commitment, Mr. Sonshine was granted an additional400,000 Unit Options, which were granted on March 22, 2019 at an exercise price of$26.49. The Trustees also agreed to exercise their discretion under the PEU Plan topermit any PEUs granted to Mr. Sonshine in the same year as the date of his retirement(“Retirement Year PEUs”) to be treated in the same manner as all other PEUs held byMr. Sonshine at the time; specifically that such PEUs shall continue to vest and be paidout pursuant to the terms of the PEU Plan as if he remained an employee until the end ofthe relevant Performance Period (as defined in the PEU Plan) applicable to such PEUs


and without the application of the Pro-Rata Award (as defined in the PEU Plan)calculation in respect thereof. Any REUs held by Mr. Sonshine at the retirement date willcontinue to vest and be paid out in the ordinary course following his retirement as if heremained an employee of the Trust until the regular settlement date of such REUs. Aspreviously noted above under “Pension Plans”, on the retirement date, shouldMr. Sonshine request it, the Trust will obtain a letter of credit for the purposes ofguaranteeing its obligations to Mr. Sonshine pursuant to his retirement plan. Mr. Sonshinewill continue to be entitled to receive REUs, PEUs and/or Unit Options in the normalcourse through to the retirement date (with the last grant made in the year of retirement).The post-retirement entitlements, the obligations pursuant to the retirement plan, and anyunpaid bonus entitlements and amounts payable in respect of held PEUs or REUs, willconstitute all of the obligations of the Trust owed to Mr. Sonshine in connection with hisretirement as contemplated above.

Pursuant to his Employment Contract, the Board of Trustees may grant Mr. Sonshinesuch number of Unit options to purchase Units of the Trust as it deems appropriate in thecircumstances, in accordance with the applicable long-term incentive arrangements. Inrespect of any options granted, the Employment Contract requires that the determinationof the number of options to be granted to Mr. Sonshine be made in each fiscal year, andthe grant of such options, if any, shall be made on an annual basis at such time as theBoard of Trustees determines, contemporaneously with grants of long-term incentiveentitlements to all other executives of the Trust.

The Employment Contract may be terminated by the Trust on the disability or death ofMr. Sonshine or for Just Cause, or by Mr. Sonshine for good reason, which includes achange of duties, a reduction in remuneration, relocation (other than as contemplated inconnection with his retirement described above and his assumption of the role asNon-Executive Chairman of the Board accordingly), or breach by the Trust of specifiedlegal or contractual obligations. If terminated as a result of death, the Trust is obligated topay one lump sum payment equal to 50% of Mr. Sonshine’s annual salary to his estate. Ifthe Trust terminates Mr. Sonshine’s employment prior to the retirement date referred toabove for other than Just Cause, death or disability (including, for greater certainty,following a change in control event) or if Mr. Sonshine terminates the EmploymentContract for good reason as described above (including, for greater certainty, following achange in control event), the Trust must provide a lump sum payment of three years’compensation, which annual compensation in respect of such calculation is adjusted forcertain amendments to his Employment Contract described above.

Jonathan Gitlin

Upon Mr. Gitlin’s promotion to President and COO of the Trust, his employmentagreement was amended and restated with an effective date of January 1, 2019. Forfiscal 2019, Mr. Gitlin received a base salary of $575,000 per annum. Mr. Gitlin is eligiblefor a bonus each year pursuant to the EMBP, as more particularly described above. TheEmployment Contract provides that Mr. Gitlin be eligible to participate in any LTIP offeredby the Trust to senior executives. The Employment Contract may be terminated by theTrust on the disability or death of Mr. Gitlin or for just cause or by Mr. Gitlin in case of achange of duties, a reduction in remuneration, relocation, or breach by the Trust ofspecified legal or contractual obligations. If the Trust terminates Mr. Gitlin’s employmentfor other than just cause, death or disability, or if Mr. Gitlin terminates the EmploymentContract for one of the above-mentioned reasons, the Trust must provide a lump-sumpayment of two year’s compensation.


Qi Tang

For fiscal 2019, Ms. Tang received a base salary of $465,000 per annum. Ms. Tang iseligible for a bonus each year pursuant to the EMBP, as more particularly describedabove. As a participant in the Trust’s defined contribution pension plan, Ms. Tangreceives 10% of her base salary per annum for retirement planning. The balance of the10% of the base salary that is not calculated into the defined contribution pension plan iscontributed into either RioCan’s Registered Retirement Savings Plan, the RioCanNon-Registered Savings Plan or a Tax Free Savings Account. Ms. Tang’s EmploymentContract further provides, in certain instances, for a lump sum payment of 12 months’annual total cash amounts (consisting of base salary plus the lesser of annual bonustarget or average actual bonus paid in the trailing two years) plus one month for eachyear of CFO service up to a maximum of 18 months on a termination of the EmploymentContract, including termination in the event of a change of control of the Trust. In theevent of a termination for cause, there is no lump sum payable and all unvested incentiveawards are forfeited.

Jeff Ross

For fiscal 2019, Jeff Ross received a base salary of $465,000 per annum. Mr. Ross iseligible for a bonus each year pursuant to the EMBP, as more particularly describedabove. The Employment Contract provides that Mr. Ross be eligible to participate in anyLTIP offered by the Trust to senior executives. The Employment Contract may beterminated by the Trust on the disability or death of Mr. Ross or for just cause or byMr. Ross in case of a change of duties, a reduction in remuneration, relocation, or breachby the Trust of specified legal or contractual obligations. If the Trust terminates Mr. Ross’employment for other than just cause, death or disability, or if Mr. Ross terminates theEmployment Contract for one of the above-mentioned reasons, the Trust must provide alump-sum payment of one year’s compensation.

John Ballantyne

For fiscal 2019, John Ballantyne received a base salary of $465,000 per annum.Mr. Ballantyne is eligible for a bonus each year pursuant to the EMBP, as moreparticularly described above. The Employment Contract provides that Mr. Ballantyne beeligible to participate in any LTIP offered by the Trust to senior executives. TheEmployment Contract may be terminated by the Trust on the disability or death ofMr. Ballantyne or for just cause or by Mr. Ballantyne in case of a change of duties, areduction in remuneration, relocation, or breach by the Trust of specified legal orcontractual obligations. If the Trust terminates Mr. Ballantyne’s employment for other thanjust cause, death or disability, or if Mr. Ballantyne terminates the Employment Contract forone of the above-mentioned reasons, the Trust must provide a lump-sum payment of oneyear’s compensation.

INDEBTEDNESS OF TRUSTEES AND EXECUTIVE OFFICERS

Since January 1, 2019, there has been no indebtedness owed to the Trust by any of ourTrustees or executive officers.

STATEMENT OF GOVERNANCE PRACTICES

The following describes the Trust’s governance practices with reference to National Policy58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosureof Corporate Governance Practices (collectively, the “Governance Guidelines”), whichare initiatives of the Canadian Securities Administrators. The following disclosure of theTrust’s approach to governance outlines the various procedures, policies and practicesthat the Trust and the Board of Trustees of the Trust have implemented to address theforegoing requirements and, where appropriate, reflect current best practices.


BOARD / COMMITTEE MEETINGS & ATTENDANCE – 2019

The following table summarizes the number of Board and committee meetings held forthe year ended December 31, 2019:

Board of Trustees/Committees2019

Meetings (#)

Board of Trustees (“BOT”) 5

Audit Committee (“AC”) 4

Human Resources and Compensation Committee (“HRCC”) 5

Nominating and Governance Committee (“NGC”) 2

Investment Committee (“IC”) 2

The following table summarizes the attendance by the Trustees at each of the Board andcommittee meetings held for the year ended December 31, 2019:

Trustee

2019

Meetings Attended (%)

BOT AC HRCC NGC IC

Bonnie Brooks 100% N/A N/A 100% 100%

Richard Dansereau 100% 100% 100% N/A N/A

Paul Godfrey1 100% 100% 100% 100% 100%

Dale H. Lastman 80% N/A N/A N/A N/A

Jane Marshall 100% N/A 100% 100% 100%

Sharon Sallows 100% 100% 100% N/A 100%

Edward Sonshine 100% N/A N/A N/A N/A

Siim Vanaselja 100% 100% 100% N/A N/A

Charles Winograd 80% N/A N/A 100% 100%

(1) Effective January 2020, Mr. Godfrey became an ex-officio member of the Audit Committee and HRCC.

In Camera Sessions

As noted below under the heading “Statement of Governance Practices – BoardMandate”, the Board has a policy of holding in camera sessions at each regularlyscheduled Board meeting without members of management, Trustees who are membersof management or other non-independent Trustees being present. The Board Chair, whois an independent Trustee, chairs the meeting and ensures that all Trustees have anopportunity to comment and provide their input. Of the five Board of Trustees meetingsheld in 2019, all five included private in camera sessions in the absence of managementand private in camera sessions in the absence of the non-independent Trustees andmanagement.

At each meeting of the Audit Committee in 2019, an in camera session was held withmanagement present and in the absence of the external auditor as well as an in camerasession among themselves in the absence of management. In camera sessions werealso held with the Trust’s internal and external auditors in the absence of management.


COMPOSITION OF THE BOARD OF TRUSTEES AND INDEPENDENCE

The Board of Trustees is currently composed of nine Trustees and the number ofTrustees to be elected at the Meeting is nine. Following a detailed review, the Board ofTrustees has determined that seven of the nine Trustees who are standing for election atthe Meeting are independent as such term is defined in the Governance Guidelines. Theindependent Trustees who are standing for re-election or election are Messrs.Dansereau, Godfrey, Vanaselja and Winograd, Ms. Sallows, Ms. Brooks andMs. Marshall. Mr. Sonshine is not independent as he is the Chief Executive Officer of theTrust. Mr. Lastman is a partner of a law firm that provides legal services to the Trust andthe Board of Trustees has determined that he should not be considered an independentTrustee. Following the election of the Trustees at the Meeting, 78% of the members of theBoard of Trustees will be independent Trustees; therefore, the Trust complies with theGovernance Guidelines that stipulate that the Board of Trustees should have a majority ofindependent trustees. Consistent with corporate governance principles, nonon-independent Trustee is a member of any committee of the Board of Trustees.

Each member of the Board of Trustees has extensive experience working across Canadaand has demonstrated skills in one or more of the following specified areas:

• accounting;

• business leadership;

• corporate governance;

• environmental & social;

• finance;

• financial literacy;

• legal;

• operations;

• real estate;

• real estate development; and

• retail.

The following chart illustrates the relevant skills possessed by each Trustee who isproposed for election at the Meeting:

Trustee AccountingFinancial

Literacy

Business

Leadership

Corporate

GovernanceFinance Legal Operations

Real

EstateRetail

Real Estate

Development

Environmental

& Social

Bonnie Brooks X X X X X X X X

Richard Dansereau X X X X X X X

Paul Godfrey X X X X X X

Dale H. Lastman X X X

Jane Marshall X X X X X X X X

Sharon Sallows X X X X X X

Edward Sonshine X X X X X X X X

Siim A. Vanaselja X X X X X X

Charles M. Winograd X X X X

The above inventory is assessed as required to identify any capabilities, competencies,skills and qualities desired to be added to the Board in light of the Board’s current needsand priorities.


BOARD INTERLOCKS / OVERBOARDING

The Trust has a robust process around the annual evaluation of Trustee independence.The Board considers it to be good governance to avoid interlocking board memberships ifpossible. Accordingly, in 2016, the Board adopted a policy which provides that no morethan two Trustees can sit on the same public company board without the consent of theNominating and Governance Committee. The Nominating and Governance Committeealso reviews any interlocks as part of its annual evaluation of Trustee independence. Asat April 13, 2020, there are no interlocking board memberships among our Trustees.

The Board assessed best practice guidelines regarding director overboarding publishedby certain institutional shareholder service providers. Accordingly, to be consistent withsuch guidelines, in 2018 the Trust amended its policy to provide that non-executiveTrustees may serve on up to five outside public company boards, and Trustees who areexecutive officers of another company may serve on up to two outside public companyboards. The Board will continue to assess on a regular basis whether the foregoinglimitations should be modified or amended.

Mr. Godfrey is in full compliance with the foregoing limitations set by the Trust andremains in compliance with the guidelines adopted by certain providers. Mr. Godfreyserves as Executive Chairman of Postmedia Network Canada Corp. and serves on theboard of two other issuers (outside of Postmedia), RioCan and Cargojet Inc. (all of whichare located in the Greater Toronto Area and as Cargojet is a smaller enterprise, requiresa less extensive time commitment). Mr. Godfrey’s transitioned from CEO to the role ofExecutive Chairman at Postmedia in January of 2019 as part of the company’ssuccession plan. Mr. Godfrey is an extremely valuable and experienced director withknowledge of RioCan dating back to its formation. He continues to display exemplarydedication to RioCan, as evidenced by his continuous engagement in Board matters andhis 100% attendance record (at both the Board and committee level). In addition,Mr. Godfrey made the decision to become a non-voting, ex-officio member of RioCan’sAudit Committee and HRCC, beginning in January 2020. Mr. Godfrey has fulfilled all hisdirectorship responsibilities to the other two publicly traded boards that he serves on.

Pursuant to the Trust’s Audit Committee Charter, each member of the Audit Committeemay hold no more than three audit committee memberships at once for TSX-listedcompanies. A Trustee who has demonstrable financial experience (e.g. experience as aformer chief financial officer) may hold no more than four audit committee membershipsat once for TSX-listed companies. All members of the Audit Committee currently complywith the rules set out in the Audit Committee Charter.

BOARD CHAIR

The Board Chair is a duly elected member of the Board of Trustees and is appointed asChair of the Board by the Board of Trustees each year for a one-year term, with suchappointment being (except when a vacancy is being filled) at the first meeting of theBoard of Trustees following the annual general meeting of Unitholders. The current BoardChair is Paul Godfrey, C.M., O.Ont., who is independent as such term is defined in theGovernance Guidelines.

The responsibilities of the Board Chair are set out in a detailed position description thataffirms that the Board Chair is expected to provide leadership to the Trustees indischarging their mandate as set out in the Charter of the Board of Trustees. Among otherthings, he generally oversees meetings of the Board and presides over meetings of theUnitholders. He is the liaison between the Trustees and management and is responsiblefor promoting the proper flow of information to the Trustees to keep them fully apprised ofall material matters.


SUCCESSION PLANNING FOR SENIOR MANAGEMENT

One of the key responsibilities of the Board is to provide guidance and oversight onsuccession management processes for the Chief Executive Officer and other keyexecutives at RioCan. In accordance with its charter, at the request of the Board, theHRCC submits recommendations to the Board regarding management successionincluding: (i) policies and principles for Chief Executive Officer selection and performancereview with respect to potential successors to the Chief Executive Officer; and (ii) policiesregarding succession in the event of an emergency or the retirement of the ChiefExecutive Officer. In addition, the HRCC provides guidance on succession of seniormanagement. As part of this mandate, members of the HRCC meet periodically with theChief Executive Officer to review succession priorities which include identifying potentialsuccession candidates for senior management positions and highlighting relevantqualifications and experiences required for each such candidate to be fully prepared totake on such a senior management position.

As further commitment, management of the Trust has continued to work collaborativelywith the Board to enhance talent and succession management processes with an overallgoal of investing in the leadership and managerial capabilities of leaders and successors.The Trust believes in integrating talent and succession management with the businessstrategy and overall strategic priorities for the organization. RioCan also considerssuccession planning as a tool and opportunity to make progress on the diversity of itsmanagement team.

As previously disclosed in 2014, RioCan completed a process to identify short-term andlong-term successors for key roles and conducted initial talent assessments on highpotential leaders. The Chief Executive Officer, Chief Operating Officer and Chief FinancialOfficer and their advisors met with executives on an individual basis, discussing bothpersonal leadership goals and strategic organization priorities with a view to developingand aligning on business function specific charters with clearly defined measures ofsuccess for financial performance, operational efficiency and leadership development.Team strategy deployment sessions continued the process of talent and successionmanagement by allowing leaders to assess management capabilities of team membersand to contribute to development plans.

In 2016, the HRCC undertook an extensive process using the existing strategic plan as aframework to define the requirements of a future chief executive officer. Subsequently,the HRCC and the Board completed initial competency assessments of internalcandidates against pre-defined criteria, identified areas of development for internalcandidates and supports the implementation of development plans.

In 2017, a specialized consulting firm was retained to provide leadership developmentservices to potential candidates. Strategies were implemented to transfer knowledge andexperience to candidates in key positions and to ensure business continuity withoutdisruption. In addition, potential candidates were given expanded responsibilities todeliver key strategic initiatives as a means to accelerate their development.

In 2019, using its strategic plan as a framework, the Board of Trustees continued todefine and refine the requirements of a future chief executive officer and continued toassess internal candidates for succession. The Board supported development plans forthese candidates and, with the HRCC, continued to refine these plans in response toexecutive performance reviews given to the HRCC and the Board.


An overview of the process is as follows:

RIOCAN BOARD INVOLVEMENT THROUGHOUT

RioCan

strategy

Identify future

CEO

requirements

Assess

candidates

against

requirements

Identify

gaps

and

develop

Recruit &

develop high

potentials

(VPs and

below)

Create

individual

development

plans (SVPs)1 2 3

4

5

The framework remains in place in 2020, and the Board will continue to assess internalcandidates for succession to senior management roles. Regular updates will continue tobe provided by the CEO to the Board and will be evaluated by the HRCC and Board infuture refinements.

BOARD MANDATE

The Board of Trustees adopted a written mandate for the Board (the “Charter of the

Board of Trustees”) to confirm and enhance the Board’s ongoing duties andresponsibility for stewardship of the Trust, which the Board reviews on an annual basis.A copy of the Charter of the Board of Trustees is attached as Appendix A to this Circular.The Board of Trustees generally discharges its responsibilities either directly or throughthe Audit Committee, the Investment Committee, the Human Resources andCompensation Committee or the Nominating and Governance Committee. Specificresponsibilities of the Board of Trustees set out in the Charter of the Board of Trusteesinclude:

• Nominating Trustees and Appointing Management – including final approval of allTrustee nominees and senior management appointments and the oversight ofsuccession planning programs;

• Strategic Planning – including the review and approval of a strategic plan that takesinto account, among other things, the opportunities and risks inherent in the Trust’soperations;

• Monitoring of Financial Performance – including the review of the Trust’s ongoingfinancial performance and results of operations and review and approval of the Trust’saudited financial statements and MD&A;

• Risk Management – including the identification of the Trust’s principal business risksand the implementation of appropriate systems to effectively monitor and managesuch risks;

• Internal Control and Management Information Systems – including the review ofreports of management and the Audit Committee concerning the adequacy of theTrust’s internal control and management information systems;

• Establishing Policies and Procedures – including the approval and monitoring of allpolicies and procedures such as those related to governance, ethics, confidentialityand enterprise risk management;

• Communication and Reporting – including the oversight of the timely and accuratedisclosure of financial reports and other developments; and

• Other Responsibilities – including those related to charters and position descriptions,orientation and continuing education, nomination of Trustees, Trustee succession andBoard evaluations.


The Board functions independently of management and the non-independent Trustees byholding in camera sessions without members of management or Trustees who aremembers of management present. The Board Chair, who is an independent Trustee,chairs the meeting and ensures that all Trustees have an opportunity to comment andprovide their input. The Board also has a policy of holding in camera sessions at eachregularly scheduled Board meeting, without members of management, Trustees who aremembers of management, and non-independent Trustees being present. Before, duringan adjournment of or following the conclusion of each meeting of the Board, theIndependent Trustees shall, unless the Independent Trustees determine otherwise, meetwithout the Trustees who are not Independent and any member of management beingpresent, provided that any failure to do so shall not invalidate business transacted at aduly convened meeting of the Board.

Of the five Board of Trustees meetings held in 2019, all included private in camerasessions in the absence of management and private in camera sessions in the absenceof the non-independent Trustees and management consistent with the Trust’s policy tohold in camera sessions without management and the non-independent Trustees at eachmeeting.

In connection with the appointment or election of any new Trustee, the Chief ExecutiveOfficer, President and COO, and SVP and CFO hold informal and formal meetings withsuch new Trustee to answer any questions about the business of the Trust and to providefulsome information concerning the business of the Trust, the organizational structure, thereporting structure, financial statement requirements and all related matters.

EVALUATION OF THE COMPOSITION OF THE BOARD OF TRUSTEES

The Trust frequently reviews the composition of the Board of Trustees and, through itsNominating and Governance Committee, undertakes an annual review and assessmentof all Trustee positions (including the Chair of the Board and committee memberships),for purposes of evaluating and considering Trustee succession matters.

Regularly at Board meetings, there is discussion regarding the gender balance, skills,qualities and competencies of the Board of Trustees as a whole. There is also discussionregarding the Trustees’ skills and areas of expertise, and whether collectively, there is anappropriate balance. The Trust has term limits for newly elected Trustees as discussedfurther below under “Trustee Term Limits”. The Nominating and Governance Committeeidentifies possible candidates to join the Board. In so doing, it may invite suggestions fromother Trustees and management, and on occasion it may engage independentconsultants to help in this task. The Board Chair leads the process and the ChiefExecutive Officer is included with a number of other Trustees in any interview processthat may take place. The Nominating and Governance Committee regularly looks atpotential candidates even when it does not have an immediate vacancy and maintains an“evergreen” list to draw upon should a need arise.

TRUSTEE TERM LIMITS

The Board believes there is benefit to adding new perspectives to the Board from time totime, as well as benefits to having continuity and trustees having in depth knowledge ofeach facet of the Trust’s business, which necessarily takes time to develop. Accordingly,in April 2015, the Board adopted term limits for new Trustees, whereby newly electedTrustees may serve until the earlier of: (i) the Trustee reaching age 75; or (ii) the Trusteeserving for 15 years since his/her initial election, subject to the Board’s ability to waivesuch limit under extraordinary circumstances. The Board believes that its board tenurepolicy provides the appropriate balance of adding new perspectives to the Board andlimiting the risk of excluding experienced and potentially valuable Board members as aresult of an arbitrary determination.


Further, consistent with past practice, the Board continues to rely on thorough trusteeassessment procedures for evaluating its members, and uses rigorous identification andselection processes for new Board members, having regard to a variety of factors.Through these processes, the Board believes that it is also well-positioned to address anyproblems or deficiencies that may arise in an appropriate manner. Even prior to theTrust’s adoption of formal term limits in 2015, the Trust has experienced board renewal,as evidenced by the introduction of two new trustees in 2013, one new trustee in 2015,one new trustee in 2017 and a new trustee in 2018.

DIVERSITY – BOARD AND EXECUTIVE REPRESENTATION

The Board recognizes that the value and importance of diversity at the Board level.Although diversity has always been a factor considered in the nomination of new trustees,in 2015 the Board adopted a written Diversity Policy with the goal of increasing thenumber of women who serve as trustees on the Board. In accordance with RioCan’sDiversity Policy, the Nominating and Governance Committee is required to consider anumber of factors, including gender, ethnic and geographic diversity, as well as age,business experience, professional expertise, personal skills and stakeholderperspectives, when seeking and considering new trustees for nomination or evaluatingTrustee nominees for re-election. The Board has ensured that the Diversity Policy will beeffectively implemented by requiring that the Nominating and Governance Committeeconduct periodic assessments to consider the level of representation on the Board of thevarious attributes enumerated in the Diversity Policy, including the number of women onthe Board.

The Diversity Policy has set a target that 30% of the Board be comprised of women. Thecomposition of the Board meets this target. The Nominating and Governance Committeehas emphasized the Board’s commitment to the recruitment of women in recent years bymaking the identification of candidates who are women among the key search criterion inthe trustee selection and nomination processes it has undertaken. Since the DiversityPolicy is relatively new, there has not been sufficient opportunity to measure theeffectiveness or the progress of the policy. However, since 2013, two of five new Trusteenominees have been women, and the Trust has three female Board members, whichrepresents one-third of the nine-person Board, in compliance with its established target.Further, the Board members will have an opportunity to annually evaluate theeffectiveness of the trustee selection and nomination process, including compliance withthe Diversity Policy, through the Board’s annual evaluation process.

RioCan also believes that a diversity of backgrounds, opinions and perspectives and aculture of inclusion at the operational level helps to create a healthy and dynamicworkplace, which improves overall business performance. RioCan values diversity ofexperience, perspective, education, race, gender, ethnic and geographic diversity, as wellas age, business experience, professional expertise, personal skills and stakeholderperspectives as part of its overall annual evaluation of candidates for managementpositions. While the Trust strongly supports the principle of diversity in its leadership, ofwhich gender is an important aspect, the Trust does not have a policy or formal targetsregarding the representation of women at the senior management level, as the Boarddoes not believe that quotas, strict rules or targets set forth in a formal written policy willnecessarily result in the identification or selection of the best executive officer candidatesfor the Trust. Rather, the identification and selection process is made based on a varietyof criteria, including the diversity of viewpoints, backgrounds, experiences and otherdemographics, but also expertise, skills, character, business experience and otherrelevant factors. Accordingly, in searches for new executive officers, the Board considersthe level of female representation and diversity within its leadership ranks as one ofseveral factors used in its search process. This will be achieved through continuouslymonitoring the level of female representation in senior management positions and, where83 RioCan Management Information Circular April 13, 2020

appropriate, recruiting or promoting qualified female candidates as part of the Trust’soverall recruitment and selection process to fill senior management positions, as the needarises, through vacancies, growth or otherwise.

Women currently represent 43.28% of the Trust’s Manager level and above employeebase. The significant representation of women in these managerial and leadershippositions reflects the ongoing commitment by the Board and the executive officers toensure the fair and proper consideration and promotion of women candidates. Currently,four of RioCan’s 11 executive officers (as such term is defined under applicable securitieslaws), being its Senior Vice President and Chief Financial Officer, Senior Vice President,General Counsel & Corporate Secretary, Vice President, Human Resources and VicePresident, Marketing & Communication, are women, representing 36.4%.

RioCan’s diverse make-up of its board and senior management has also resulted in theTrust being included, since 2018, among the companies that form the basis of the newlyestablished MSCI Canada IMI Women’s Leadership Select Index, a gender diversityexchange traded fund established by the Royal Bank of Canada.

POSITION DESCRIPTIONS

The Board has developed and approved detailed position descriptions for the BoardChair, the Chairs of Board Committees and the Chief Executive Officer. In accordancewith its charter, the Nominating and Governance Committee is responsible for reviewingand making recommendations to the Board regarding the position descriptions for theBoard Chair, the Chair of each Board committee and the Chief Executive Officer.

The Board Chair is responsible for, among other things, overseeing the Board’s dischargeof its duties, governing the conduct of the Board, assisting Board committees and actingas a liaison between the Board and management. Chairs of Board committees areresponsible for, among other things, scheduling, setting agendas for and presiding overcommittee meetings and acting as a liaison between the committee and the Board. TheChief Executive Officer is responsible for, among other things, overseeing the day-to-dayoperation of the business of the Trust in accordance with the Trust’s strategic plan andannual budget.

ORIENTATION AND CONTINUING EDUCATION

New Trustees

When new Trustees are elected to the Board, they will participate in a comprehensiveorientation program. The orientation program is intended to familiarize new Trustees withthe Trust’s business and operations, including management structure, strategic plans,finances, opportunities and risks. They will be briefed on the role of the Board, itscommittees and the contribution individual Trustees are expected to make. This isconsistent with the Governance Guidelines and gives new Trustees an opportunity tobetter understand the Trust and his or her role and responsibilities.

New Trustees will also receive an orientation package containing all Trustees’ CommitteeMandates, copies of the Trust’s Disclosure Policy, a copy of the Trustees and Officersinsurance policies maintained by the Trust, a copy of the Trust’s policies and the Trust’smost recent significant public disclosure documents. Management will also providebackground information on the Trust’s business, with a view to ensuring that the newTrustee is properly informed. New Trustees are also invited to attend all Committeemeetings to further educate themselves about the operations and finances of the Trust.


Continuing Education

RioCan’s continuing education program for its Trustees includes the ongoing evaluationby the Nominating and Governance Committee of the skills and competencies of existingTrustees. The Board is currently comprised of highly qualified and experienced Trusteeswith impressive levels of skill and knowledge. Many of the Trustees are seasonedbusiness executives, directors or professionals with considerable amounts of experience,including as directors of other significant public companies. The Nominating andGovernance Committee continually monitors the composition of the Board.

As part of the Trust’s continuing education program, Trustees regularly receive:

• a comprehensive package of information prior to each Board and committee meeting;

• an overview of the Trust’s business at regular Board meetings from senior officersfrom different departments, which includes a comprehensive explanation of the Trust’sfinancial performance, anticipated future financial results and market trends. TheTrustees discuss any questions with the senior officers;

• updates and handouts provided by management and the internal and external auditorson regulatory updates with respect to its industry at regular Board and AuditCommittee meetings;

• access to management and relevant business information. Management makesregular presentations to the Board of Trustees on the main areas of the Trust’sbusiness;

• reports on the work of Board committees following committee meetings;

• regular updates between Board meetings on matters that affect the Trust’sbusinesses;

• a summary on trends in Board compensation received by the HRCC;

• a summary on current corporate governance trends, with reference to guidelines,overviews and corporate governance principles established by third party corporategovernance organizations;

• presentations or the opportunity to participate in discussions regarding new laws,issues or other developments that are relevant to the Trust, including SIFT legislationor general economic or capital markets trends;

• presentations to the members of the Audit Committee at each Audit Committeemeeting of updates and changes in accounting policies; and

• periodic presentations by invited speakers on various topics, trends and issues relatedto the Trust’s business, or other industry important topics.

Trustees are also encouraged to seek continuing education opportunities that will allowthem to enhance their skills and knowledge outside of RioCan’s continuing educationprogram. For example, in 2018, Ms. Marshall attended a full day session on criticalgovernance issues at the Rotman School of Business at the University of Toronto and in2019 attended a full day course on Board Oversight of Culture put on by the Institute ofCorporate Directors. In addition, Ms. Brooks served as Director-in-Residence for a fullday session for the Institute of Corporate Directors on harassment and diversity in 2018.

The Board maintains a continuing Trustee education program which involvespresentations at a number of Board meetings each year on areas which are of particularrelevance to the Trust’s operations, including the retail environment, technology andgeneral industry trends. RioCan believes that it is imperative that its Trustees visit andhave firsthand knowledge of the properties that RioCan owns and manages. As such, theTrust’s Board Education Policy also provides that tours of the Trust’s properties will bearranged for Trustees from time to time and at least once every 18 months as furtherdescribed below. Trustees are also encouraged to tour RioCan’s properties individuallyand the Trust will provide assistance to Trustees in this regard.


In 2019, management provided presentations in respect of the following topics:

• environmental updates;

• property and commercial general liability risk management system updates;

• forecast updates;

• health and safety;

• updates on acquisitions, dispositions and updates in the REIT industry;

• operations reports, including SPNOI growth, new Canadian leasing, rental renewals,committed and in-place occupancies, development, redevelopment and residentialprograms, and construction updates;

• overview of pension plans;

• tax updates; and

• sustainability.

From a governance perspective, the Trustees are provided with updates and materialson a regular basis. In 2019, the Trustees were provided updates on the following: 2018Canadian REIT/REOC Total Returns, Public Equity and Debt Activity by RBC; Demise ofTSR as Primary Executive Pay Performance Measure by the National Association ofCorporate Directors; Seven Venial Sins of Executive Compensation by ISS; Insights intoValue Creation: Using EVA to Measure Performance by ISS; 2019 Canadian ProxySeason Review and 2019 Trends in Corporate Governance by Laurel Hill;2019/2020 Directors’ and Officers’ Insurance Program by Marsh; From Nuisance toMenace: The Rising Tide of Securities Class Action Litigation by Chubb; and generalmarket updates on proxy voting, gender diversity, climate change and other matters.

All Trustees are currently members of The Institute of Corporate Directors (“ICD”). Certainof the Trustees have also completed their Director Education Program and/or regularlyparticipate in panel sessions (including on executive compensation matters) and attendanceat ICD’s annual conference. Under its Board Education Policy, the Trust will provide theTrustees with access to the ICD webinars. Ms. Brooks is also a member of the NationalAssociation of Corporate Directors in the United States and regularly receives updatecommunications on matters of interest and relevance to board members. Mr. Lastmanregularly teaches and appears as a guest lecturer on various legal related topics atOsgoode Hall Law School, the University of Western Ontario and Ryerson University.

The foregoing is in addition to ongoing initiatives that inform Trustees of regulatory,accounting and other developments which are relevant to the Trust or, more generally,the capital markets. In 2019, the Trustees participated in a tour of certain of the Trust’sresidential properties which entailed a visit to ePlace and eCentral (Northeast CornerYonge Eglinton). In addition, senior management provided regular presentations to theTrustees, including: investor relations presentations on key differentiators and strategicpriorities of the Trust; updates on The Well, a mixed-use development in Toronto’sdowntown West that includes over 3.1 million square feet of office, retail and residentialspace, together with how management is managing the risk of this sizeable project and asummary of the retail leasing strategy for the project; and updates on asset managementand operations that underscore the common goal of strategically leveraging our majormarket portfolio to drive net asset value.


The table below illustrates the continuing education provided to each Trustee in 2019:

Trustee

Property Tours

at ePlace and

eCentral

Presentation

on The Well

Presentation on

Major Market

Strategy

Presentation

on Leasing

Strategy

Presentation on

Sustainability

Bonnie Brooks x x x x x

Richard Dansereau x x x x x

Paul Godfrey x x x x x

Dale H. Lastman x x x x x

Jane Marshall x x x x x

Sharon Sallows x x x x x

Edward Sonshine x x x x x

Siim A. Vanaselja x x x x x

Charles M. Winograd x x x x x

BOARD OVERSIGHT OF RISK

Pursuant to the Charter of the Board of Trustees, the Board of Trustees is responsible foridentifying the principal risks of the business and ensuring these risks are beingappropriately managed. The Board periodically discusses with management the Trust’sguidelines and policies with respect to risk assessment, risk management, and majorstrategic, financial and operational risk exposures, and the steps management has takento monitor and control any exposure resulting from such risks. The Board of Trusteesrelies upon the Chief Executive Officer, President and COO, SVP and CFO, and theSenior Vice President, General Counsel & Corporate Secretary to supervise day-to-dayrisk management, each of whom provides reports directly to the Board of Trustees andcertain Board Committees, as appropriate.

Upon recommendation from the Audit Committee, on February 15, 2017, the Boardformally adopted an Enterprise Risk Management Policy, which establishes the frameworkfor implementation and maintenance of an enterprise-wide approach to the governing andmanaging of risks, in order to proactively identify the current and emerging risks to whichRioCan is exposed. Once identified, risks are evaluated as to the severity they present toRioCan and the appropriate policies and procedures to govern and manage such risks areestablished. The Board expects enterprise-risk management (“ERM”) to be an integral partof the strategic planning process. The key areas of focus are intended to be on the risksthat have significant severity on the achievement of RioCan’s goals, the financialresources of RioCan and/or on the reputation of RioCan. The policy sets out the roles andresponsibilities for the governing and managing of risks generally and mandates that riskmitigation efforts be established for the major types of risks including but not limited topreventable, strategic and external risks. The policy applies to all members of the Board,officers and employees of RioCan. The Audit Committee will remain responsible formonitoring the overall ERM program as a whole and the responsibility for governing ERMinitiatives as contemplated by the policy is delegated to the Chief Executive Officer inconjunction with the Chief Financial Officer and the AVP, Finance & Internal Controls. TheSVP and CFO and the AVP, Finance & Internal Controls are responsible for monitoringadherence to the policy and the AVP, Finance & Internal Controls shall review the policyon an annual basis, considering changes to ERM practices, identifying amendmentsneeded and making recommendations to the Audit Committee accordingly.

Management presents an assessment of principal risks to the Board on an annual basis.The most recent risk assessment was completed in February 2020. The risks noted belowwere identified at an inherent level, whereby RioCan’s existing risk mitigation tactics


including people, processes and technology to prevent the risks from occurring were notinitially considered. However, once identified, each of the risks below was assessed at aresidual-level considering RioCan’s existing mitigation practices established, as at thetime of the risk assessment. The results of Management’s risk assessment werepresented for consideration by the Board.

External Risks

• changing face of the Canadian retail environment and the impact of e-commerce;

• rising and volatile interest rates;

• prolong economic downturn and trade uncertainty;

• significant changes in Federal, Provincial or Municipal real estate regulations;

• climate change; and

• counterparty liquidity constraint – disposition of deals and condo sales.

Strategic Risks

• non-execution of mixed-use intensification strategy of existing assets; and

• ineffective succession planning of senior leadership.

Preventable Risks

• inability to meet development projects construction timelines and budgets;

• occurrence of a significant cyber security breach;

• inability to proactively identify and react to the failure of an anchor / national tenant;

• inability to maintain ongoing REIT and/or mutual fund status to negate significant taximplications;

• inability to maximize the effectiveness of our people;

• non-execution of the Trust’s enhanced communication/investor relations strategy;

• ineffective prevention of negative misconduct/actions (ex. harassment) by a RioCanemployee that could cause significant reputational harm;

• inability to effectively respond to a significant crisis event or business disruptions; and

• inability to accomplish sustainability plan.

Further, for the purposes of the awarding of bonus amounts under the Trust’s EMBP andits correlation to the FFO per Unit target, management annually provides the Board withvarious risk factors which the Board considers as part of its deliberation and approval ofan annual business plan and budget.

Cyber Security

Cyber security has become an increasing area of focus as reliance on digital technologiesto conduct business operations has grown significantly. Cyber attacks can include but arenot limited to intrusions into operating systems, cyber extortion, social engineering fraud,theft of personal or other sensitive data and/or cause disruptions to normal operations.Such cyber attacks could compromise the Trust’s confidential information as well as thatof the Trust’s employees, tenants and third parties with whom the Trust interacts and mayresult in negative consequences, including remediation costs, loss of revenue, additionalregulatory scrutiny, litigation and reputational damage.

As a result, the Trust has developed a cyber security risk management program focusedacross a spectrum of preventative protective and detective measures. These measuresinclude, but are not limited to, security awareness programs with employees, regularvulnerability testing performed by both internal and by external parties, establishing andmaintaining a robust disaster recovery program, implementation of a formal incident


response program and enhancing email security. The Trust continues to evolve its securitytactics and defenses in response to emerging threats. The Trust also follows certainprotocols when it engages software vendors concerning data security and access control.

SUSTAINABILITY

Embedding Sustainability

RioCan’s vision is to be among leaders in embedding sustainability practices in ourbusiness model and management approach. Embedding sustainability means weconsider sustainability in developments, operations, investment activities, and corporatefunctions. It also means investing capital and considering costs and returns over the lifecycle of every investment. For RioCan, sustainability refers to the environmental, socialand governance aspects that can materially affect the long-term value of a company.

Sustainability is important for RioCan as it:

• increases property values, contributing to investor and community satisfaction;

• drives appeal of our assets, helping to attract and retain tenants;

• promotes resource efficiency, saving money and minimizing environmentaldegradation;

• builds collaborative relationships with our tenants and employees, which acceleratesthe pace of positive change;

• helps us manage risks and comply with ever-evolving regulations, enhancing ouroperations management and governance practices; and

• provides our employees with sustainability impact opportunities, which can lead toincreased employee job satisfaction and retention.

RioCan’s Sustainability Program is focused on three pillars; Environmental Leadership,Community Leadership and People Leadership. These three pillars are supported bysound financial leadership.

For the past three years, we have been working diligently to formalize our sustainabilitycommitments set out in our Sustainability Policy. Our multi-year plan includes strategiesto put these commitments into action and focuses on improving our sustainabilityperformance year over year. The Global Real Estate Sustainability Benchmark (GRESB)and standards such as the Sustainability Accounting Standards Board (SASB) not onlyprovide us with a framework to benchmark our organization-wide performance, but alsoensure transparency and continuous improvement.

RioCan’s culture has always revolved around strategic decision making, fosteringmutually beneficial relationships, and shaping the future through good communitystewardship. What is relatively new is the formalization of RioCan’s commitment tointegrate sustainability factors into decision making at every stage and level of ourbusiness and to benchmark and report our performance according to industry standards.

Key accomplishments include:

Sustainability Initiatives

• Conducted internal environmental inspections at all RioCan managed incomeproducing properties (except for one property acquired in late December of 2019) withfavourable results. RioCan is in material compliance with all applicable environmentallaws, regulations and guidelines.

• Recipient of Canada’s 2020 Clean50 Top Project Award for Sustainable CommercialReal Estate Development.


• Increased the number of properties achieving Building Owners and ManagersAssociation Building Environmental Standards (BOMA BEST) certifications to over50 across Canada, representing 37.3% of NLA (at 100%).

• Incorporated a high efficiency geothermal HVAC system in Frontier, our firstoperational RioCan Living building in Ottawa, Ontario. This HVAC system is nowoperational which is expected to result in reduced carbon emissions, savings on waterand electricity consumption for tenants.

• In partnership with Allied and service provider Enwave, the Trust has integrated alow-carbon, resilient deep lake water cooling and heating system at The Well. Itdecentralizes energy supply and reduces load on the electricity grid not just for thisflagship development but also for surrounding neighbourhoods.

• Completed a nationwide LED retrofit program across our portfolio.

• Documented our Board skill-set matrix on ESG matters.

• Developed a Sustainability in Developments policy, plan and commitments tostrategically integrate sustainability features throughout the development cycle,incorporating energy codes, standards such as Leadership in Energy and EnvironmentDesign (LEED) and Intentional Well Building Institutes Well Building Standards (WELL),energy and water efficiencies, renewable energy, and community engagement.

• Initiated an employee-driven innovation program to continue to transform the way wedo business using technology.

• Completed our first tenant engagement survey of our new residential rental tenantbase to better understand drivers of engagement with RioCan rental properties. Thesurvey was third party administered.

• Implemented the RioCan Impact Scorecard program, effective for 2020, to betterintegrate corporate performance with an individual employee’s annual objectives inperformance evaluation and bonus program. Each eligible employee is required toinclude an ESG specific goal.

• Developed an internal ESG performance scorecard to manage annual sustainabilitypriorities, initiatives and goals.

Reporting and Disclosures

• Improved GRESB Survey score from the previous year by 28.8%. Our GRESB scorehas improved by 76.7% from 2017. A focused plan is in place to achieve continuedsustainability performance improvements in key GRESB categories.

• Published our inaugural Sustainability Report which was well received by our variousstakeholder groups including investors, tenants, partners, employees and peers.

• Achieved the highest Public Disclosure score by GRESB, an A rating.

• Achieved an ESG rating upgrade by Morgan Stanley Capital International (MSCI) andimproved Institutional Shareholder Services (ISS) E&S Score in Environmental andSocial.

On March 4, 2020, the Trust launched its Green Bond Framework which enables theTrust to raise capital in support of initiatives and activities to grow and build for the futurein an environmentally sustainable way. The Trust obtained a second party opinionconfirming that the Trust’s Green Bond Framework aligns with the International CapitalMarkets Association Green Bond Principles 2018.

Sustainability Governance

RioCan’s Sustainability Steering Committee is comprised of cross-functional executiveand leadership team members that oversee the sustainability strategy implementationand drive performance improvements. Steering Committee members sponsor and provideguidance on sustainability initiatives within the organization and enable performance


measurement. In addition, RioCan has a dedicated environmental and sustainability teamto manage day-to-day sustainability strategy implementation.

The Nominating and Governance Committee oversees the Trust’s policies and practiceswith respect to corporate social responsibility matters, including environment andsustainability issues.

For RioCan’s sustainability policy and additional information about its sustainabilitystrategy and plan, visit www.riocan.com/about/sustainability.

INTERNAL AUDIT CHARTER

In February 2017, the Board of Trustees adopted an Internal Audit charter which sets outthe scope and objectives, authority and accountability, and roles and responsibility of theInternal Audit function within RioCan.

The Internal Audit function has been established and is governed by the Audit Committeeto complement RioCan’s corporate governance practices. The principal objective ofInternal Audit is to provide independent, objective assurance and services designed toadd-value and enhance RioCan’s existing policies, procedures and practices. InternalAudit helps RioCan accomplish its objectives by bringing a systematic, disciplinedapproach to evaluate and improve the effectiveness of risk management, internal controland governance practices. The risk management and internal control systemsencompass all policies, processes and procedures implemented by Management, AuditCommittee and/or the Board of Trustees.

Internal Audit’s assessment may include, however, is not restricted to, risk managementand control monitoring (including fraud risk), reviews of operational and financialprocesses and controls, information technology assessments, project governance andassurance reviews, operational compliance audits, strategic assessments and otherad-hoc Internal Audit services.

CODE OF BUSINESS CONDUCT AND ETHICS

The Trust has adopted a Code of Business Conduct and Ethics Policy (the “Code”). TheCode establishes business conduct and ethical principles by which Trustees, officers andemployees (“RioCan Personnel”) of the Trust must understand and adhere to in all oftheir dealings. As defined in the Code, RioCan Personnel are to conduct themselvesaccording to the highest standard of integrity, which includes respect for others, ethicalprinciples, honesty, trust, fairness, openness, objectivity, and seek to avoid even theappearance of improper behaviour. The Code provides prescriptive guidance on matterssuch as the compliance with laws, rules and regulations, treatment of RioCan Personneland others, conflicts of interests, confidentiality of information, privacy, protection andproper use of trust assets, competition and fair dealings, harassment and discrimination,workplace violence and health and safety, among other items. Moreover, the Coderequires RioCan Personnel to report any violations or suspected violations of the Codeand provides definitive direction on how RioCan Personnel can report such violations.

The Nominating and Governance Committee reviews compliance with the Code andensures that management’s systems to disclose and enforce the Code are satisfactory.The Board directly, or by delegation to the Nominating and Governance Committee, cangrant waivers of compliance for the benefit of Trustees or executive officers in appropriatecircumstances. No such waiver has been granted since the adoption of the Code andconsequently, the Trust filed no material change report during the last fiscal yearpertaining to any conduct of a Trustee or executive officer that constitutes a departurefrom the Code.


A Trustee or member of senior management of the Trust must disclose, in writing to theTrust, the nature and extent of any interest they have in an actual or proposed materialcontract or material transaction. A Trustee required to make disclosure shall not vote onany resolution to approve the contract or transaction unless it relates primarily to his orher remuneration as a Trustee, officer, employee or agent of the Trust or is for indemnityor insurance.

Monitoring of accounting, internal controls and auditing matters, as well as violations ofthe law, the Code and other policies or directives of the Trust occur through the reportingof complaints and concerns using the reporting methods provided in the Code and asdefined within the Trust’s Whistleblower Policy.

The Code is available on the Trust’s website at www.riocan.com. It may also be obtainedupon request to the Vice President, Investor Relations.

BOARD COMMITTEES

The Board is responsible for the establishment and operation of all Board committees, theappointment of members to serve on such committees, their compensation and their goodstanding.

The Board has established four standing committees to facilitate the carrying out of itsduties and responsibilities and meet applicable statutory and policy requirements. Thecommittees are currently comprised of the following Trustees, all of whom are independent:

Audit Committee1

Human Resources

and Compensation

Committee1

Nominating and

Governance CommitteeInvestment Committee

Siim A. Vanaselja (Chair) Richard Dansereau (Chair) Charles M. Winograd (Chair) Jane Marshall (Chair)

Sharon Sallows Sharon Sallows Paul Godfrey Bonnie Brooks

Richard Dansereau Jane Marshall Bonnie Brooks Paul Godfrey

Siim Vanaselja Jane Marshall Charles M. Winograd

Sharon Sallows

(1) Effective January 2020, Mr. Godfrey became a non-voting, ex-officio member of the Audit Committee and HRCC.

The Board of Trustees usually appoints members of the committees, all of whom areindependent, at the first meeting of the Board following the annual general meeting ofUnitholders.

The charters of the Board, Audit Committee, Investment Committee, HRCC and Nominatingand Governance Committee are available at the Trust’s website at www.riocan.com.

HUMAN RESOURCES AND COMPENSATION COMMITTEE

The HRCC is currently comprised of four independent Trustees, as such term is definedin the Governance Guidelines. Effective January 2020, Mr. Godfrey became a non-voting,ex-officio member of HRCC. The attendance by the members at each of the five meetingsof the HRCC held in the year is set out under the heading “Trustee Nominees” beginningon page 23.

The HRCC reviews the amount and form of compensation of Trustees and the ChiefExecutive Officer, President and COO, and SVP and CFO (“Senior Management”). Inmaking recommendations to the Board, the HRCC considers the time commitment, risksand responsibilities of Trustees and Senior Management as well as comparative dataderived from the experiences of the members of the HRCC and advice from Hexarem.The HRCC also seeks to align the interests of Trustees and Senior Management withthose of the Unitholders.


The Board of Trustees recognizes the importance of appointing knowledgeable andexperienced individuals to the HRCC who have the necessary background in executivecompensation and risk management to fulfill the HRCC’s obligations to the Board ofTrustees and Unitholders. All members of the HRCC have significant experience in theseareas as senior leaders of complex organizations.

The HRCC has a formal written charter that sets out its duties and responsibilities. Theyinclude making recommendations to the Board with respect to the following issues:

• the Trust’s general compensation philosophy;

• the compensation packages for Senior Management;

• the long-term incentive components of Senior Management’s respective compensationpackages;

• the compensation structure for Senior Management and Trustees, and incentiveawards and incentive plans to the extent that such awards and plans are either infavour of (i) Senior Management or the Trustees (whether or not such plan or award iscash-based or equity-based), or (ii) any other non-Senior Management employee ofthe Trust and which involves the issuance of Units or equity of the Trust (or securitiesexchangeable or exercisable into such Units or equity);

• the administration of the Trust’s and Senior Management’s incentive and othercompensation related plans;

• making recommendations to the Board, if requested, with respect to managementsuccession, including policies and principles for CEO succession planning;

• public disclosure of information relating to the Trust’s executive compensation,including the disclosure to be included in the Trust’s management informationcircular(s); and

• the Report of the HRCC to be included in the Trust’s management information circulars.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee is comprised of four Trustees, all of whomare independent as such term is defined in the Governance Guidelines. The attendanceby the members at each of the three meetings of the Nominating and GovernanceCommittee held in the year is set out under the heading “Trustee Nominees” beginning onpage 23.

The Nominating and Governance Committee is responsible for reviewing the credentialsof proposed nominees for election or appointment to the Board of Trustees and forrecommending candidates for Trustee membership, including the candidates proposedto be nominated for the election to the Board of Trustees at the annual meeting ofUnitholders. Candidates are assessed in relation to the criteria established by the Boardof Trustees to ensure it has the appropriate mix of talent, quality, skills and otherrequirements necessary to promote sound governance and effectiveness.

The Nominating and Governance Committee has a formal written charter that sets outits responsibilities and duties. They include, among other things, the followingresponsibilities:

• identifying and recommending new nominees to serve on the Board of Trustees;

• evaluating the competencies and skills of each Trustee and of the Board as a whole;

• developing and recommending to the Board the Trust’s approach to governance;

• reviewing the Trust’s governance practices at least annually and recommending to theBoard any changes to the governance practices that it considers appropriate;

• overseeing the Trust’s policies and practices with respect to corporate socialresponsibility matters, including environmental and sustainability issues;


• reviewing and recommending to the Board for approval any disclosure relating to theTrust’s governance practices;

• examining the size and composition of the Board, and, if appropriate, recommendingto the Board a program to establish a Board comprised of a number of Trustees thatwill facilitate effective decision-making;

• reviewing the Board’s committee structure on an annual basis and recommending tothe Board any changes it considers necessary or desirable with respect to committeestructure;

• developing and recommending to the Board position descriptions for the chair of eachcommittee of the Board, the chair of the Board, and together with the Chief ExecutiveOfficer, a position description for the Chief Executive Officer;

• making recommendations to the Board, if requested, with respect to Trusteesuccession, including without limitation policies and principles regarding succession;

• developing and making recommendations to the Board regarding orientation for newTrustees and continuing education for all Trustees;

• developing and recommending to the Board a process for reviewing the competencies,skills and effectiveness of the Board as a whole, the committees of the Board and thecontributions of individual Trustees on a regular basis;

• monitoring the Trust’s compliance with its continuous and timely disclosure obligations;

• monitoring compliance with the Trust’s Code and the review system in place to ensurethat the Trust’s financial statements, reports and other financial information disseminatedto governmental organizations and the public satisfy legal requirements; and

• monitoring compliance with the Trust’s unit ownership policy and such other policiesadopted by the Board from time to time.

AUDIT COMMITTEE

The Audit Committee is comprised of three independent voting Trustees, as such term isdefined in the Governance Guidelines. Effective January 2020, Mr. Godfrey became anon-voting, ex-officio member of Audit Committee. All the members of the AuditCommittee are “financially literate” and have the ability to read and understand a set offinancial statements that present a breadth and level of complexity of accounting issuesthat are generally comparable to the breadth and complexity that can reasonably beexpected to be raised by the Trust’s financial statements.

The Audit Committee meets on a quarterly basis and holds special meetings ascircumstances require. The attendance by the members at each of the four meetings ofthe Audit Committee held in the year is set out under the heading “Trustee Nominees”beginning on page 23. The Audit Committee meets in camera at each of its regularmeetings, without any member of management present.

The Audit Committee has a formal charter setting out its mandate and responsibilities.The text of the charter and other information relating to the Audit Committee can be foundat Schedule “A” of the Trust’s Annual Information Form dated March 10, 2020, availableon the Trust’s website at www.riocan.com and on the SEDAR website at www.sedar.com.

The Audit Committee is established by the Board for the purpose of overseeing theaccounting and financial reporting processes and audits of the financial statements of theTrust. The Audit Committee’s purpose is to assist the Board in fulfilling its oversightresponsibilities by reviewing, advising and making recommendations to the Board on:

• the integrity of the financial information;

• the financial reporting process;

• the systems of internal controls which management and the Board of Trustees haveestablished;


• the performance of the Trust’s external auditors;

• the external auditors’ qualifications and independence;

• the Trust’s compliance with related legal and regulatory requirements and internalpolicies;

• the performance of the Trust’s internal auditors;

• the internal auditors’ qualifications and independence;

• the audit and non-audit related fees;

• the investment of funds pursuant to the Trust’s defined benefit pension plan; and

• the ERM program and in particular, the ERM Policy.

The Audit Committee has established whistle-blowing procedures for concerns regardingaccounting, internal accounting controls or auditing matters (“Accounting Matters”).Under these procedures, any complaint submitted regarding Accounting Matters will bemaintained confidential to the fullest extent possible, consistent with the need to conductan adequate review.

For further information regarding the Audit Committee, see the discussion starting onpage 54 of the Trust’s Annual Information Form dated March 10, 2020, available on theTrust’s website at www.riocan.com and on the SEDAR website at www.sedar.com.

INVESTMENT COMMITTEE

The Investment Committee is comprised of five Trustees, all of whom are independent,four of whom have substantial experience in the commercial real estate field and two ofwhom have experience in retail. The attendance by the members at each of the twomeetings held in the year is set out under the heading “Trustee Nominees” beginning onpage 23. The Investment Committee has been charged with the responsibility of evaluatingand deciding upon acquisitions and dispositions for the Trust. Notwithstanding thisdelegation, the consideration and evaluation of certain larger transactions (including thesale of the U.S. portfolio and the strategy to accelerate portfolio focus in Canada’s six majormarkets) is made by the Board of Trustees as a whole. The Investment Committee hasdelegated its responsibility for smaller transactions (defined as transactions with a value ofless than $40 million) to a management committee comprised of five members of seniormanagement, consisting of the Chief Executive Officer, President and COO, SVP andCFO, Senior Vice President, Leasing and Tenant Construction, and Senior Vice President,General Counsel & Corporate Secretary. Notwithstanding its delegation to themanagement committee in respect of smaller transactions as described in the precedingsentence, the Investment Committee and Board are periodically advised of smallertransactions.

ASSESSMENTS

The Nominating and Governance Committee is responsible for developing andrecommending to the Board a process for reviewing the competencies, skills andeffectiveness of the Board as a whole, the committees of the Board and the contributionsof individual Trustees on a regular basis. The Nominating and Governance Committee isalso responsible for overseeing the execution of the review process approved by theBoard and management. During the review process the Nominating and GovernanceCommittee considers: (i) input from Trustees, where appropriate; (ii) attendance ofTrustees at meetings of the Board and any committee; (iii) the Board’s written charter;(iv) the charter of each committee of the Board; (v) applicable position descriptions foreach individual Trustee and for the Chairs of the Board and each committee of the Board;and (vi) the competencies and skills each individual Trustee is expected to bring to theBoard and each committee of the Board.


The Nominating and Governance Committee continues to evolve their boardeffectiveness evaluation process over time. As part of the Trust’s commitment to effectivegovernance, every three years the Chairman of the Board of Trustees conducts a robustassessment and evaluation of the Board of Trustees and of each individual Trustee,which includes an assessment of each Trustee’s experience, financial literacy,independence and other factors. The assessment process includes the completion ofquestionnaires by each Trustee to evaluate their own performance and overalleffectiveness as a Trustee as well as evaluation of other elements of the Board, individualmeetings between the Chairman and each Trustee, and a report submitted by theChairman to the Board of Trustees. The Trustee questionnaire that is completed as partof this assessment process is designed to give the Board an opportunity to identify andremove obstacles, identify strengths and to measure performance, with a view toenhancing the overall effectiveness of each Trustee and the Board as a whole andhighlighting best practices.

The questionnaire consists of three primary sections: addressing individual self-assessment and Chair of the Board assessment, Committee assessment, and overallBoard assessment. The results of the questionnaires are provided on an anonymousbasis to the Chair of the Nominating and Governance Committee and a summary reportwill be prepared for the Chair of the Board, prior to discussion by the full Board ofTrustees. As part of the Trust’s commitment to effective governance, the Trust initiated asimilar Board self-assessment and Chair of the Board assessment, Committeeassessment and overall Board assessment in 2019. As part of the process, criteria usedto measure individual and Board Chair assessments includes meeting preparation,attendance, teamwork, strategic thinking, financial literacy, data scrutiny and analysis,communication, understanding of responsibilities and overall contribution. For theCommittee assessments, relevant criteria focused on appropriate mandate, committeesize, frequency of meetings, presentation and discussions, quality and timeliness ofinformation, individual Committee member contributions, as well as Committee Chair’sdiligence and effectiveness, conflict management, data quality assurance andcommunication. The overall assessment of the Board focused on board responsibility,structure and effectiveness, membership and dynamics, board culture, reporting(including disclosure and risk related reporting), and management assessment. TheBoard believes that the evaluation and assessment process is a key tool in identifyingstrengths or weaknesses with the ultimate goal of improving the overall effectiveness ofeach Trustee and the Board as a whole.

The Board also conducts a formal peer review process every three years, the most recentof which was also completed in 2019. This process is used (i) as an assessment tool,(ii) as a component of the regular review process of Board members’ participation, and(iii) for the Board’s retirement policy and succession planning. Where the Nominating andGovernance Committee considers it advisable, it will involve third party advisors in themeetings with Trustees.

INSURANCE FOR TRUSTEES AND OFFICERS

The Trust maintains Trustees & Officers liability insurance for the Trustees. The currentTrustees & Officers Liability policies are in effect until October 31, 2020. The annualpremium for the Primary Trustees & Officers policy has been paid by the Trust. No portionof the premium is directly paid by any of the Trustees. The total aggregate insurancecoverage/limit provided under the Primary policy is $10,000,000 per loss, with anadditional limit of $50,000,000 provided under the three Excess Side-A DIC policies.The total limit per loss and on an annual aggregate basis for all policies amounts to$60,000,000. The primary policy provides a $500,000 sub-limit in the aggregateapplicable to Investigative Costs (as further defined within the policy documentation).Under the primary policy, there is no deductible for losses attributed to the individual96 RioCan Management Information Circular April 13, 2020

Trustees however a deductible of $100,000 per loss must be absorbed by the Trust.No claims have been made or paid under the aforementioned policies.

DISCLOSURE POLICY

The fundamental objective of the Trust’s Disclosure, Confidentiality and Restrictions onTrading Policy (the “Disclosure Policy”) is to ensure that communications to theinvesting public regarding the Trust are timely, factual and accurate, as well as broadlydisseminated in accordance with all applicable legal and regulatory requirements.

The Disclosure Policy extends to all Trust personnel and to those authorized to speak onthe Trust’s behalf. It covers disclosures in documents filed with the securities regulatorsand written statements made in the Trust’s annual and quarterly reports, news releases,letters to Unitholders, presentations by senior management and information contained onthe Trust’s website and other electronic communications. It also extends to oralstatements made in meetings and telephone conversations with analysts and investors,interviews with the media as well as speeches, press conferences and conference calls.

The Board of Trustees, based on a recommendation of the Nominating and GovernanceCommittee, has established a Disclosure Policy Committee (“Disclosure Committee”)responsible for overseeing the Trust’s disclosure practices. The Disclosure Committeeconsists of the Chief Executive Officer, Chief Operating Officer, the Senior Vice Presidentand Chief Financial Officer and the Senior Vice President, General Counsel & CorporateSecretary.

The Disclosure Committee sets benchmarks for a preliminary assessment of materialityand determines when developments justify public disclosure. The Disclosure Committeereviews all continuous disclosure documents and meets as conditions dictate. If it isdeemed that any information should remain confidential, the Disclosure Committeedetermines how that inside information will be controlled.

The Disclosure Committee will review and update, if necessary, the Disclosure Policy on anannual basis or as needed to ensure compliance with changing regulatory requirementsand to make amendments that may be required as a result of the Disclosure Committee’smonitoring of the effectiveness of, and compliance with, the Disclosure Policy. TheDisclosure Committee ensures that all Trust personnel are educated about disclosureissues, the Trust’s policy regarding confidentiality of material information and restrictions ontrading securities. The Disclosure Committee will provide the Nominating and GovernanceCommittee of the Board of Trustees with all updates to the Disclosure Policy for itsapproval. The Nominating and Governance Committee will in turn provide the updates tothe Board of Trustees for its approval. The Disclosure Policy of the Trust is consistent withNational Policy 51-201 – Disclosure Standards, and other applicable requirements.

UNITHOLDER FEEDBACK

The Board encourages feedback from Unitholders directly or through management. Uponrequest, Trustees liaise and meet with Unitholders and other stakeholders, whereappropriate, and have engaged in such meetings in the past few years in various forums.Unitholders, employees and other interested parties may communicate directly with theBoard through the Chairman by writing to:

Chair of the Board of DirectorsRioCan Real Estate Investment Trust2300 Yonge Street, Suite 500, PO Box 2386, Toronto, Ontario M4P 1E4Email: [email protected]

The Chairman will aim to respond to all appropriate queries within a respectable timeframe.


INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED

UPON AND MATERIAL TRANSACTIONS

To the knowledge of the Trustees, except as otherwise set out in the Information Circular,no Trustee, proposed nominee for election as a Trustee, officer or insider of the Trusttogether with its consolidated operations, or any associate or affiliate of any of theforegoing persons, has any material interest, direct or indirect, by way of beneficialownership of securities or otherwise, in any matter to be acted upon at the Meeting norany interest in any transaction since the commencement of the 2019 fiscal year which hasmaterially affected or would martially affect the Trust. Pursuant to Section 15.4 of theBoard of Trustee’s Charter (a copy of which is attached at Appendix A), the Board ofTrustees must approve all related-party transactions of the Trust. There were no relatedparty transactions (as that term is defined in applicable securities laws) of the Trust in theyear ended December 31, 2019.

ADDITIONAL INFORMATION

Copies of our most recent Annual Information Form, the Information Circular and theAnnual Report of the Trust, including consolidated financial statements for the year endedDecember 31, 2019 and Management’s Discussion and Analysis of ConsolidatedFinancial Position and Results of Operations, and additional information relating to theTrust, are available on the internet site of SEDAR at www.sedar.com or on RioCan’swebsite at www.riocan.com (financial information is provided in our consolidated financialstatements and Management’s Discussion and Analysis). In the alternative, copies will besent by us to any person upon request addressed in writing to our Senior Vice President,General Counsel & Corporate Secretary, RioCan Yonge Eglinton Centre, 2300 YongeStreet, Suite 500, PO Box 2386, Toronto, Ontario M4P 1E4. Such copies will be sent toany Unitholder without charge.

CERTIFICATE

The contents and the distribution of this circular have been approved by the Trustees.

DATED the 13th day of April, 2020.

BY ORDER OF THE BOARD OF TRUSTEES OF

RIOCAN REAL ESTATE INVESTMENT TRUST

Per: “Paul Godfrey”

PAUL GODFREY, C.M., O.ONT.Chairman


APPENDICES

APPENDIX A – BOARD OF TRUSTEES CHARTER

CHARTER OF THE BOARD OF TRUSTEESOF


GENERAL

1. PURPOSE AND RESPONSIBILITY OF THE BOARD

Pursuant to the Declaration of Trust, the Trustees are responsible for supervising theactivities and managing the investments and affairs of RioCan Real Estate Investment Trust (the“Trust”).1 By approving this Charter, the Board confirms its responsibility for the stewardship ofthe Trust and its assets. This stewardship function includes responsibility for the matters set out inthis Charter. The responsibilities of the Trustees described herein are pursuant to, and subject to,the Declaration of Trust and do not impose any additional responsibilities or liabilities on theTrustees at law or otherwise.

2. REVIEW OF CHARTER

The Board shall review and assess the adequacy of this Charter annually and at such othertimes as it considers appropriate and shall make such changes as it considers necessary orappropriate.

3. DEFINITIONS AND INTERPRETATION

3.1 Definitions

In this Mandate:

(a) “Applicable Laws” means all applicable provisions of law, domestic or foreign,including, without limitation, the Securities Act (Ontario) as amended, togetherwith all regulations, rules, policy statements, rulings, notices, orders or otherinstruments promulgated thereunder and the applicable rules and policies of anystock exchange on which the Trust is listed;

(b) “Board” means the Board of Trustees of the Trust;

(c) “Canadian Residents” means resident Canadians for the purposes of theDeclaration of Trust;

(d) “CEO” means the chief executive officer of the Trust;

(e) “CFO” means the chief financial officer of the Trust;

(f) “Chair” means the chair of the Board;

(g) “Charter” means this charter, as amended from time to time;

(h) “Chief Operating Officer” means the Chief Operating Officer of the Trust;

1 Declaration of Trust – s. 3.1 and 3.2.


(i) “Declaration of Trust” means the declaration of trust governing the Trust, asamended from time to time;

(j) “ERM” means enterprise risk management;

(j) “Independent” shall be defined as such term is defined in Applicable Laws;

(k) “Named Executive Officer” shall be defined as such term is defined inApplicable Laws;

(l) “Senior Management” means members of senior management of the Trust,provided that for purposes of Section 14.4 only, references to “SeniorManagement” shall consist of the CEO, Chief Operating Officer and CFO only;

(m) “Trust” means RioCan Real Estate Investment Trust; and

(n) “Trustees” means the trustees of the Trust.

3.2 Interpretation

This Charter is subject to and shall be interpreted in a manner consistent with theDeclaration of Trust and with any applicable legislation and stock exchange requirements. Allterms used and not otherwise defined herein shall have the meaning ascribed thereto in theDeclaration of Trust.

CONSTITUTION OF THE BOARD

4. ELECTION AND REMOVAL OF TRUSTEES

4.1 Number of Trustees

The Trust will have a minimum of five Trustees and a maximum of fifteen Trustees, withthe number of Trustees from time to time within such range being fixed by resolution of theTrustees.2

4.2 Election of Trustees

Trustees shall be elected (including the reappointment of incumbent Trustees) at eachannual meeting of the Unitholders, and may be elected at a special meeting of the Unitholders, ineach case to hold office, subject to Section 4.4, for a term expiring at the close of the next annualmeeting of the Unitholders following such an appointment.3

Each Trustee should be elected by the vote of a majority of the Units represented in personor proxy at any meeting for the election of trustees. If any nominee for election as Trustee receives,from the Units voted at the meeting in person or by proxy, a greater number of votes “withheld”than votes “for” his or her election, the Trustee will be expected to immediately tender his or herresignation to the Chairman of the Board following the meeting, to take effect upon acceptance bythe Board. The Nominating and Governance Committee will expeditiously consider the Trustee’soffer to resign and make a recommendation to the Board whether to accept that offer. Within 90days of the meeting of Unitholders, the Board will make a final decision concerning the acceptanceof the Trustee’s resignation and will accept the resignation absent exceptional circumstances. TheBoard will announce its decision by way of a news release and will provide a copy of such newsrelease to the TSX. A Trustee’s resignation will become effective immediately upon acceptance bythe Board. If the Board does not accept the resignation, the news release must fully state thereasons for such decision. Any Trustee who tenders his or her resignation will not participate in thedeliberations of the Board or any of its committees pertaining to the resignation. This processapplies only in circumstances involving an “uncontested” election of Trustees – where the number

2 Declaration of Trust – s. 2.1.3 Declaration of Trust – s. 2.2.


of Trustee nominees does not exceed the number of Trustees to be elected and where no proxymaterials are circulated in support of one or more nominees who are not part of the slate supportedby the Board for election at the meeting. If any Trustee fails to tender his or her resignation ascontemplated in this paragraph, the Board will not re-nominate that Trustee. Subject to anyrestrictions in the Declaration of Trust, where the Board accepts the offer of resignation of aTrustee and that Trustee resigns, the Board may exercise its discretion with respect to the resultingvacancy and may, without limitation, leave the resultant vacancy unfilled until the next annualmeeting of Unitholders, fill the vacancy through the appointment of a new Trustee whom the Boardconsiders to merit the confidence of Unitholders, or call a special meeting of Unitholders to elect anew nominee to fill the vacant position.

4.3 Vacancies

A quorum of Trustees may fill a vacancy among the Trustees, to the extent permitted underthe Declaration of Trust.4

4.4 Ceasing to Be a Trustee5

A Trustee will cease to hold office when:

(a) he or she dies or resigns;

(b) he or she is removed in accordance with the provisions of the Declaration ofTrust; or

(c) he or she ceases to be duly qualified to act as a Trustee as set forth in theDeclaration of Trust.

5. CRITERIA FOR TRUSTEES

5.1 Qualifications of Trustees

Every Trustee shall be an individual who is at least 18 years of age, has not been determined by a court tobe of unsound mind and does not have the status of bankrupt.6

5.2 Residency

A majority of the Trustees shall be resident Canadians.7

5.3 Independence of Trustees

At least a majority of the Trustees shall be Independent.

5.4 Other Criteria

The Board may establish other criteria for Trustees as contemplated in this Charter.

6. BOARD CHAIR

6.1 Board to Appoint Chair

The Board shall appoint an Independent Trustee to act as Chair.

6.2 Chair to Be Appointed Annually

The Board shall appoint the Chair annually at the first meeting of the Board after a meetingof the Trust’s Unitholders at which Trustees are elected. If the Board does not so appoint a Chair,the Trustee who is then serving as Chair shall continue as Chair until his or her successor isappointed.

4 Declaration of Trust – s. 2.6.5 Declaration of Trust – s. 2.5.6 Declaration of Trust – s. 2.3.7 Declaration of Trust – s. 2.3.


7. INFORMATION, ADVICE AND REMUNERATION OF TRUSTEES ANDRETAINING ADVISORS

7.1 Remuneration

Members of the Board and the Chair shall receive such remuneration for their service onthe Board as the Board may determine from time to time, in consultation with the HumanResources and Compensation Committee of the Board.

7.2 Retaining and Compensating Advisors

Individual Trustees shall have the authority to retain, at the expense of the Trust, outsidecounsel and any other external advisors, from time to time, as appropriate, with the approval of theChair of the Board.

7.3 Information

The Board shall have the authority to request from management of the Trust and from othersources, such information as the Board considers necessary in order to discharge its oversightresponsibilities.

MEETINGS OF THE BOARD

8. MEETINGS OF THE BOARD

8.1 Time and Place of Meetings

Meetings of the Board shall be called in the manner and at the location contemplated in theDeclaration of Trust.8

8.2 Frequency of Board Meetings

Subject to the Declaration of Trust, the Board shall meet at least four times per year.

8.3 Quorum

A quorum for all meetings of the Trustees shall be at least 50% of the Trustees present inperson, a majority of whom shall be persons who are not officers or other employees of the Trust.9

Any Trustee may participate in a meeting of the Trustees by means of teleconference and a Trusteeso participating shall be considered to be present at that meeting.10

8.4 Secretary of the Meeting

The Chair shall designate from time to time a person who may, but need not, be a memberof the Board, to be Secretary of any meeting of the Board.

8.5 Right to Vote

Subject to 9.3, each member of the Board shall have the right to vote on matters that comebefore the Board.

8.6 Invitees

The Board may invite any of the Trust’s officers, employees, advisors or consultants or anyother person to attend meetings of the Board to assist in the discussion and examination of thematters under consideration by the Board.

8 Declaration of Trust – Article VII.9 Declaration of Trust – s. 7.3.10 Declaration of Trust – s. 7.5.


9. CONFLICTS OF INTEREST11

9.1 Disclosure of Interest

Each Trustee shall disclose, in writing to the Trust, the nature and extent of any interest thatsuch Trustee has in a material contract or transaction, whether made or proposed, with the Trust, ifthe Trustee:

(a) is a party to the contract or transaction;

(b) is a director or officer, or an individual acting in a similar capacity, of a party tothe contract or transaction; or

(c) has a material interest in a party to the contract or transaction.

9.2 Time of Disclosure

(a) Each Trustee shall disclose such interest to the Board at the first opportunity todisclose such interest. For example, the Trustee shall disclose such interest at themeeting at which the contract or transaction is first considered or, if the Trusteebecomes interested at a later time, at the first meeting after which the Trusteebecomes so interested or, if an interested individual later becomes a Trustee, atthe first meeting after he or she becomes a Trustee.

(b) If a material contract or transaction, whether entered into or proposed, is onethat, in the ordinary course of the Trust’s business, would not require approvalby the Trustees, a Trustee shall disclose, in writing to the Trust, the nature andextent of such Trustee’s interest immediately after he or she becomes aware ofthe contract or transaction.

9.3 Voting

A Trustee required to make a disclosure under paragraph 9.2(a) above shall not vote on anyresolution to approve the contract or transaction unless the contract or transaction:

(a) relates primarily to his or her remuneration as a Trustee, officer, employee oragent of the Trust or an affiliate; or

(b) is for his or her indemnity or insurance.

9.4 Continuing Disclosure

A Trustee may declare his or her interest in relation to a contract or transaction by a generalnotice to the Trustees declaring that a Trustee is to be regarded as interested, for any of thefollowing reasons, in a contract or transaction made with a party:

(a) the Trustee is a director or officer, or an individual acting in a similar capacity,of a party referred to in paragraphs 9.1(b) and (c) above;

(b) the Trustee has a material interest in the party; or

(c) where there has been a material change in the nature of the Trustee’s interest inthe party.

9.5 Avoidance Standards and Unitholder Confirmation

A contract or transaction for which disclosure is required under Section 9.1 above is notinvalid, and the Trustee is not accountable to the Trust or its Unitholders for any profit realizedfrom such contract or transaction, because of the Trustee’s interest in the contract or transaction orbecause the Trustee was counted to determine whether a quorum existed at the meeting of theBoard or a committee of the Board that considered the contract or transaction, if:

(a) disclosure of the interest was made as described in this Section 9, the Trusteesapproved the contract or transaction, and the contract or transaction wasreasonable and fair to the Trust when it was approved; or

11 Declaration of Trust – s. 3.7.


(b) the contract or transaction is approved or confirmed by special resolution at ameeting of Unitholders by Unitholders entitled to vote thereat, disclosure of theinterest was made to Unitholders in a manner sufficient to indicate its naturebefore such approval or confirmation, and the contract or transaction wasreasonable and fair to the Trust when it was approved or confirmed.

10. IN CAMERA SESSIONS

10.1 In Camera Sessions of Independent Trustees

Before, during an adjournment of or following the conclusion of each meeting of the Board,the Independent Trustees shall, unless the Independent Trustees determine otherwise, meet withoutthe Trustees who are not Independent and without any member of management being present,provided that any failure to do so shall not invalidate business transacted at a duly convenedmeeting of the Board.

10.2 Business Transacted at In Camera Sessions

The Trustees shall not transact business of the Board at an in camera session of Trustees.

DELEGATION OF DUTIES AND RESPONSIBILITIES

11. DELEGATION AND RELIANCE

11.1 Delegation of Powers

The Trustees may appoint from among their number one or more committees and may,subject to Applicable Laws and the Declaration of Trust, delegate to such committees any of thepowers of the Trustees. The Trustees may also, subject to Applicable Laws and the Declaration ofTrust, delegate such powers to such of the officers of the Trust (or to other persons as the Trusteesmay deem appropriate) as they, in their sole discretion, may deem necessary or desirable, anddefine the scope of and manner in which such powers will be exercised by such persons as theymay deem appropriate, without regard to whether such authority is normally granted or delegatedby trustees, subject, however, to the overall supervision and control of the Trustees.

11.2 Requirement for Certain Committees

The Board shall establish and maintain the following committees of the Board, each havingmandates that incorporate all applicable legal and stock exchange requirements and with suchrecommendations of relevant securities regulatory authorities and stock exchanges as the Boardmay consider appropriate:

(a) Audit Committee;

(b) Investment Committee;

(c) Nominating and Governance Committee; and

(d) Human Resources and Compensation Committee.

11.3 Composition of Committees

The Board will appoint and maintain in office members of each of its committees such thatthe composition of each such committee is in compliance with all Applicable Laws and with suchrecommendations of relevant securities regulatory authorities and stock exchanges as the Boardmay consider appropriate and shall require the Nominating and Governance Committee to makerecommendations to it with respect to such matters.

11.4 Review of Charters

On an annual basis, the Board will review the recommendations of the Nominating andGovernance Committee with respect to the charters of each committee of the Board. The Boardwill approve those changes to the charters that it determines are appropriate.


11.5 Reliance on Management

The Board is entitled to rely in good faith on the information and advice provided to it bythe Trust’s management.

11.6 Reliance on Others

The Board is entitled to rely in good faith on information and advice provided to it byadvisors, consultants and such other persons as the Board considers appropriate.

11.7 Oversight

The Board retains responsibility for oversight of any matters delegated to any Trustee(s) orany committee of the Board, to management or to other persons.

DUTIES AND RESPONSIBILITIES

12. RESPONSIBILITY FOR SPECIFIC MATTERS

12.1 Responsibility for Specific Matters

The Trustees explicitly assume responsibility for the matters set out below, recognizing thatthese matters represent, in part, responsibilities reflected in requirements and recommendationsadopted by applicable securities regulators and stock exchanges and do not limit the Trustees’responsibilities under the Declaration in Trust. The powers and authorities of the Trustees are setout in part in Schedule A to this Charter, being an extract from the Declaration of Trust.

12.2 Delegation to Committees

Whether or not specific reference is made to committees of the Board in connection withany of the matters referred to below, the Board may direct any committee of the Board to considersuch matters and to report and make recommendations to the Board with respect to these matters.

13. GOVERNANCE GENERALLY

13.1 Governance Practices and Principles

The Board shall be responsible for developing the Trust’s approach to governance,including, if deemed appropriate, a set of governance principles and guidelines that are specificallyapplicable to the Trust.

13.2 Governance Disclosure

(a) Approval of Disclosure. The Board shall approve disclosure about the Trust’sgovernance practices in any document before it is delivered to Unitholders orfiled with applicable securities regulators or with the stock exchanges.

(b) Determination that Differences Are Appropriate. If the Trust’s governancepractices differ from those recommended by applicable securities regulators orthe stock exchanges, the Board shall consider these differences and why theBoard considers them to be appropriate.

13.3 Delegation to Nominating and Governance Committee

The Board may direct the Nominating and Governance Committee to consider the matterscontemplated in this Section 13 and to report and make recommendations to the Board with respectto these matters.

14. RESPONSIBILITIES RELATING TO MANAGEMENT

14.1 Integrity of Management

The Board shall, to the extent feasible, reasonably satisfy itself:

(a) as to the integrity of the CEO and other executive officers of the Trust; and


(b) that the CEO and other executive officers of the Trust create a culture ofintegrity throughout the organization.

14.2 Succession Planning

The Board shall be responsible for succession planning, including appointing, training andmonitoring Senior Management. In discharging this responsibility, the Board may:

(a) consider recommendations of the Human Resources and CompensationCommittee with respect to CEO succession, including without limitationpolicies and principles regarding succession;

(b) consider recommendations of the CEO with respect to succession of SeniorManagement, including without limitation policies and principles regardingsuccession; and

(c) ensure that discussions relating to the succession plans of Senior Management ofthe Trust are held in camera without such Senior Management being present.

14.3 Trustee Succession

The Board shall consider recommendations of the Nominating and Governance Committeewith respect to Trustee succession, including without limitation policies and principles regardingsuccession.

14.4 Executive Compensation Policy

(a) Board Approval. The Board shall approve the compensation of (i) SeniorManagement (for greater certainty including with respect to any incentive awardor incentive plan, whether cash-based or equity-based) and (ii) non-SeniorManagement employees of the Trust with respect to incentive plans andincentive awards which involves the issuance of Units of the Trust or equity ofthe Trust (or securities exchangeable or exerciseable into such Units or equity).

(b) Delegation to Human Resources and Compensation Committee. The Board maydirect the Human Resources and Compensation Committee to consider thematters contemplated in this Section 14.4 and to report and makerecommendations to the Board with respect to these matters.

15. OVERSIGHT OF THE MANAGEMENT OF THE TRUST

15.1 Risk Management

Taking into account the reports of management and such other persons as the Board mayconsider appropriate, the Board shall identify the principal risks of the Trust’s business and satisfyitself as to the implementation of appropriate systems to manage these risks including, withoutlimitation, the adoption, as it may determine, of an ERM policy, together with any amendments tosuch ERM policy as it may determine upon recommendation from the Audit Committee (other thannon-material administrative or typographical changes).

15.2 Strategic Planning Process

The Board shall adopt a strategic planning process and shall approve, on at least an annualbasis, a strategic plan that takes into account, among other things, the opportunities and risks of theTrust’s business.

15.3 Internal Control, Disclosure Controls and Management Information Systems

The Board shall review the reports of management and the Audit Committee concerning theadequacy of the Trust’s internal control, disclosure controls and management information systems.Where appropriate, the Board shall require management and the Audit Committee to implementchanges to such systems to ensure adequacy of such systems.


15.4 Related Party Transactions

The Board shall approve all transactions or agreements in which the Trust is involved orthat the Trust proposes to enter into in respect of which a Trustee or a member of SeniorManagement has a material interest.

15.5 Communications Policies

The Board shall review and, if determined appropriate, approve a disclosure policy andsuch other policies as may be necessary or desirable for communicating with Unitholders, theinvestment community, the media, governments and their agencies, employees and the generalpublic. All publicly disseminated materials of the Trust shall provide for a mechanism for feedbackof stakeholders. Persons designated to receive such information shall be required to provide areport summarizing feedback from stakeholders to the Trustees on a semi-annual basis or at suchother more frequent intervals as the Trustees require. The Board shall consider, among otherthings, the recommendations of management and the Nominating and Governance Committee withrespect to such policies.

15.6 Whistleblower Policy

The Board will review and approve a whistleblower policy for the Trust. In adopting thewhistleblower policy, the Board will consider the recommendations of the Audit Committeeconcerning its compliance with Applicable Laws and with such recommendations of relevantsecurities regulatory authorities and stock exchanges as the Board may consider appropriate.

15.7 Financial Statements

The Board shall review the recommendation of the Audit Committee with respect to theannual financial statements of the Trust to be delivered to Unitholders. If satisfactory, the Boardshall approve such financial statements. If the Board has not delegated the approval of interimfinancial statements to the Audit Committee, the Board shall also review the recommendation ofthe Audit Committee with respect to the interim financial statements or other material financialdisclosure of the Trust prior to its release to the public and, if satisfactory, shall approve suchfinancial statements or other material financial disclosure.

15.8 Code of Business Conduct and Ethics

The Board will review and approve a Code of Business Conduct and Ethics for the Trust. Inadopting this Code, the Board will consider the recommendations of the Nominating andGovernance Committee concerning its compliance with Applicable Laws and with suchrecommendations of relevant securities regulatory authorities and stock exchanges as the Boardmay consider appropriate.

15.9 Compliance and Disclosure

The Board will direct the Nominating and Governance Committee to monitor compliancewith the Code of Business Conduct and Ethics and recommend disclosure with respect thereto. TheBoard will consider any report of the Nominating and Governance Committee concerning thesematters, and will approve, if determined appropriate, the disclosure of the Code of BusinessConduct and Ethics and of any waiver granted to a Trustee or member of Senior Management ofthe Trust from complying with the Code of Business Conduct and Ethics.

15.10 Legal Counsel

The Board shall approve any material change in the Trust’s legal counsel, whether inrespect of regular matters or as it relates to any material transactions or matters.

16.0 NOMINATION OF TRUSTEES

16.1 Nomination and Appointment of Trustees

(a) The Board shall nominate individuals for election as Trustees by the Unitholdersentitled to vote at a meeting of the Unitholders and shall require the Nominating


and Governance Committee to make recommendations to it with respect to suchnominations.

(b) In selecting candidates for nomination as Trustees, the Board shall:

(i) consider what competencies and skills the Board, as a whole, shouldpossess;

(ii) assess what competencies and skills each existing and proposed newTrustee possesses;

(iii) consider any additional specialized knowledge or new skills a proposedTrustee may contribute to the Board; and

(iv) consider whether each nominee can devote sufficient time andresources to his or her duties as a Trustee.

(c) The Board shall consider recommendations made to it by the Nominating andGovernance Committee with respect to the size and composition of the Board.

17. BOARD EFFECTIVENESS

17.1 Position Descriptions

The Board shall review and, if determined appropriate, approve the recommendations of theNominating and Governance Committee concerning formal position descriptions for:

(a) the Chair of the Board and for the Chair of each committee of the Board, and

(b) the CEO,

provided that in approving a position description for the CEO, the Board shall consider the input ofthe CEO and shall develop and approve goals and objectives that the CEO is responsible formeeting (which may include goals and objectives relevant to the CEO’s compensation, asrecommended by the Human Resources and Compensation Committee).

17.2 Trustee Orientation and Continuing Education

The Board shall review and, if determined appropriate, approve the recommendations of theNominating and Governance Committee concerning:

(a) orientation for new Trustees; and

(b) continuing education for all Trustees.

17.3 Board, Committee and Trustee Assessments

The Board shall review and, if determined appropriate, adopt a process recommended bythe Nominating and Governance Committee to:

(a) consider the required competencies and skills the Board as a whole shouldpossess;

(b) consider the appropriate Board size;

(c) assess the performance and effectiveness of the Board;

(d) assess the effectiveness of each Committee; and

(e) assess the contribution and competencies of each Trustee.

18. REGULAR ASSESSMENT OF THE BOARD

The Board shall assess its performance and effectiveness on a regular basis in accordancewith the process established by the Nominating and Governance Committee.

19. Policy of Practices for Trustees

Trustees are expected to carry out their duties in accordance with the Policy of Practices forTrustees set out in Schedule B to this Charter.


SCHEDULE A

EXTRACT FROM DECLARATION OF TRUST

1. GENERAL POWERS

The Trustees, subject only to the specific limitations contained in this Declaration ofTrust, shall have, without further or other authorization and free from any power of control on thepart of the Unitholders, full, absolute, and exclusive power, control and authority over the assets ofthe Trust and over the business and affairs of the Trust to the same extent as if the Trustees werethe sole owner thereof in their own right, to do all such acts and things as in their sole judgmentand discretion are necessary or incidental to, or desirable for, the carrying out of any of thepurposes of the Trust or the conducting of the business of the Trust. In construing the provisions ofthis Declaration of Trust, presumption shall be in favour of the granted powers and authority to theTrustees. The enumeration of any specific power or authority herein shall not be construed aslimiting the general powers or authority or any other specified power or authority conferred hereinon the Trustees. Except as specifically required by such laws, the Trustees shall in carrying outinvestment activities not be in any way restricted by the provisions of the laws of any jurisdictionlimiting or purporting to limit investments which may be made by trustees. Without limiting thegenerality of the foregoing, the Trustees may, subject to the terms and conditions contained in thisDeclaration of Trust, make any investments without being required to adhere to all of, or anyparticular portion of the investment criteria or diversification requirements set forth in the TrusteeAct (Ontario), as replaced or amended from time to time, including investments in mutual funds,common trust funds, unit trusts and similar types of investment vehicles, to alter or vary suchinvestments from time to time in a like manner, to retain such investments for such length of timeas the Trustees, in their discretion determine and to delegate management and authority todiscretionary managers of investment funds as the Trustees in their discretion determineappropriate.

2. SPECIFIC POWERS AND AUTHORITIES

Subject only to the express limitations contained in this Declaration of Trust and inaddition to any powers and authorities conferred by this Declaration of Trust or which the Trusteesmay have by virtue of any present or future statute or rule of law, the Trustees without any actionor consent by the Unitholders shall have and may exercise at any time and from time to time thefollowing powers and authorities which may or may not be exercised by them in their solejudgment and discretion and in such manner and upon such terms and conditions as they may fromtime to time deem proper:

(a) to retain, invest and re-invest the capital or other funds of the Trust in real orpersonal property of any kind, all without regard to whether any such properties areauthorized by law for the investment of trust funds, and to possess and exercise allthe rights, powers and privileges appertaining to the ownership of the property ofthe Trust and to increase the capital of the Trust at any time by the issuance ofadditional Equity Interests for such consideration as they deem appropriate;

(a.1) to determine the rights, designation, privileges, restrictions and conditions attachingto each series of Preferred Units authorized for issuance by the Trust in accordancewith section 5.2.1;

(b) for such consideration as they deem proper, to invest in, purchase or otherwiseacquire for cash or other property or through the issuance of Equity Interests orthrough the issuance of notes, debentures, bonds or other obligations of the Trustand hold for investment the entire or any participating interest in notes, bonds orother obligations. In connection with any such investment, purchase, or acquisition,the Trustees shall have the power to acquire a share of rents, lease payments, orother gross income from or a share of the profits from or a share in the equity orownership of real property;


(c) to sell, rent, lease, hire, exchange, release, partition, assign, mortgage, pledge,hypothecate, grant security interests in, encumber, negotiate, convey, transfer orotherwise dispose of any or all of the property of the Trust by deeds, trust deeds,assignments, bills of sale, transfers, leases, mortgages, financing statements, securityagreements and other instruments for any of such purposes executed and deliveredfor and on behalf of the Trust or Trustees or by a duly authorized officer, employee,agent or any nominee of the Trust;

(d) to enter into leases, contracts, obligations and other agreements for a term extendingbeyond the term of office of the Trustees and beyond the possible termination of theTrust or for a lesser term;

(e) to borrow money and give negotiable or non-negotiable instruments therefor, toguarantee, indemnify or act as surety with respect to payment or performance ofobligations of third parties; to enter into other obligations on behalf of the Trust; andto assign, convey, transfer, mortgage, subordinate, pledge, grant security interestsin, encumber or hypothecate the property of the Trust to secure any of theforegoing;

(f) to lend money, whether secured or unsecured;

(g) to incur and pay out of the property of the Trust any charges or expenses anddisburse any funds of the Trust, which charges, expenses or disbursements are, inthe opinion of the Trustees, necessary or incidental to or desirable for the carryingout of any of the purposes of the Trust or conducting the business of the Trustincluding, without limitation, taxes or other governmental levies, charges andassessments of whatever kind or nature, imposed upon or against the Trustees inconnection with the Trust or the property of the Trust or upon or against theproperty of the Trust or any part thereof and for any of the purposes herein;

(h) to deposit funds of the Trust in banks, trust companies and other depositories,whether or not such deposits will draw interest, the same to be subject to withdrawalon such terms and in such manner and by such person or persons (including any oneor more Trustees, officers, agents or representatives) as the Trustees may determine;

(i) to possess and exercise all the rights, powers and privileges appertaining to theownership of all or any mortgages or securities, issued or created by, or interest in,any person, forming part of the assets of the Trust, to the same extent that anindividual might and, without limiting the generality of the foregoing, to vote orgive any consent, request or notice, or waive any notice, either in person or byproxy or power of attorney, with or without power of substitution, to one or morepersons, which proxies and powers of attorney may be for meetings or actiongenerally or for any particular meeting or action and may include the exercise ofdiscretionary power;

(j) to elect, appoint, engage or otherwise employ officers for the Trust (including theChief Executive Officer, President, Secretary and such Vice-Presidents and otherofficers as the Trustees may determine), who may be removed or discharged at thediscretion of the Trustees, such officers to have, subject to section 8.4, such powersand duties, and to serve such terms as may be prescribed by the Trustees or by theTrustees’ Regulations; to engage or employ any persons as agents, representatives,employees or independent contractors (including, without limitation, real estateadvisors, investment advisors, registrars, underwriters, accountants, lawyers, realestate agents, property managers, brokers, architects, engineers, constructionmanagers, general contractors or otherwise) in one or more capacities, and to paycompensation from the Trust for services in as many capacities as such persons maybe so engaged or employed; and except as prohibited by law and this Declaration ofTrust, to delegate any of the powers and duties of the Trustees to any one or moreTrustees, agents, representatives, officers, employees, independent contractors orother persons;


(k) to collect, sue for and receive all sums of money coming due to the Trust, and toengage in, intervene in, prosecute, join, defend, compromise, abandon or adjust, byarbitration or otherwise, any actions, suits, proceedings, disputes, claims, demandsor other litigation relating to the Trust, the assets of the Trust or the Trust’s affairs,to enter into agreements therefor, whether or not any suit is commenced or claimaccrued or asserted and, in advance of any controversy, to enter into agreementsregarding the arbitration, adjudication or settlement thereof;

(l) to renew, modify, release, compromise, extend, consolidate or cancel, in whole or inpart, any obligation to or of the Trust;

(m) to purchase and pay for out of the assets of the Trust, insurance contracts andpolicies insuring the assets of the Trust against any and all risks and insuring theTrust and/or any or all of the Trustees, the Unitholders or officers against any andall claims and liabilities of any nature asserted by any person arising by reason ofany action alleged to have been taken or omitted by the Trust or by the Trustees,Unitholders or officers;

(n) to cause legal title to any of the assets of the Trust to be held by and/or in the nameof the Trustees, or except as prohibited by law, by and/or in the name of the Trust orthe Trustees or any other person, on such terms, in such manner, with such powersin such person as the Trustees may determine and with or without disclosure that theTrust or Trustees are interested therein; provided, however, that should legal title toany of the assets of the Trust be held by and/or in the name of any person or personsother than the Trust, the Trustees shall require such person or persons to execute adeclaration of trust acknowledging that legal title to such assets are held in trust forthe benefit of the Trust;

(o) to determine conclusively the allocation to capital, income or other appropriateaccounts all receipts, expenses, disbursements and property of the Trust;

(p) to prepare, sign and file or cause to be prepared, signed and filed a prospectus,offering memorandum, or similar document and any amendment thereto, relating toor resulting from an offering of Equity Interests issued or held by the Trust and topay the cost thereof and related thereto out of the property of the Trust whether ornot such offering is or was of direct benefit to the Trust or those persons (if any)who were Unitholders immediately prior to such offering;

(q) to make or cause to be made application for the listing on any stock exchange of anyEquity Interests of the Trust, and to do all things which in the opinion of theTrustees may be necessary or desirable to effect or maintain such listing or listings;

(r) to determine conclusively the value of any or all of the property of the Trust fromtime to time and, in determining such value, to consider such information andadvice as the Trustees, in their sole judgement, may deem material and reliable; and

(s) To do all such other acts and things as are incidental to the foregoing, and toexercise all powers which are necessary or useful to carry on the business of theTrust, to promote any of the purposes for which the Trust is formed and to carry outthe provisions of this Declaration of Trust.


SCHEDULE B

POLICY OF PRACTICES FOR TRUSTEES

Attendance at Meetings

Each Trustee is expected to maintain a very high record of attendance at meetings of theBoard of Trustees, and at meetings of each committee on which the Trustee sits. A Trustee isexpected to:

(i) advise the Chair as to planned attendance at Board and committee meetings shortlyafter meeting schedules for the year have been distributed;

(ii) advise the Chair as soon as possible after becoming aware that he or she will not beable to attend a meeting; and

(iii) attend a meeting by telephone conference if unable to attend in person.

Preparation for Meetings

Trustees are expected to carefully review and consider the materials distributed in advanceof a meeting of the Board of Trustees or a committee of the Board of Trustees. Trustees are alsoencouraged to contact the Chair, the Chief Executive Officer and any other appropriate officers toask questions and discuss agenda items prior to meetings.

Conduct at Meetings

Trustees are expected to ask questions and participate in discussions at meetings, and tocontribute relevant insights and experience. In discussions at meetings, a Trustee should:

(i) be candid and forthright;

(ii) not be reluctant to express views contrary to those of the majority; and

(iii) be courteous to and respectful of other Trustees and guests in attendance.

Knowledge of the Trust’s Business

Trustees are expected to be knowledgeable with respect to the various fields and divisionsof business. Although management has a duty to keep the Board of Trustees informed aboutdevelopments in the Trust’s business, Trustees have a primary duty of care and diligence, whichincludes a duty of inquiry. Trustees should:

• ask questions of management and other trustees, at meetings and otherwise, toincrease their knowledge of the business of the Trust;

• educate themselves with the risks and challenges facing the business of the Trust;

• read all internal memoranda and other documents circulated to the Trustees, and allreports and other documents issued by the Trust for external purposes;

• insist on receiving adequate information from management with respect to aproposal before Board approval is requested; and

• familiarize themselves with the legal and regulatory framework within which theTrust manages its assets.


Personal Conduct

Trustees are expected to:

(i) exhibit high standards of personal integrity, honesty and loyalty to the Trust;

(ii) project a positive image of the Trust to news media, the financial community,governments and their agencies, Unitholders and employees;

(iii) be willing to contribute extra efforts, from time to time as may be necessaryincluding, among other things, being willing to serve on committees of the Board;and

(iv) disclose any potential conflict of interest that may arise with the business or affairsof the Trust and, generally, avoid entering into situations where such conflicts couldarise or could reasonably be perceived to arise.

April 2020


APPENDIX B – SECOND AMENDED AND RESTATED DECLARATION OF TRUST

(BLACKLINE)


SECOND AMENDED AND RESTATEDDECLARATION OF TRUST

MADE AS OF JUNE 17Š , 20152020


TABLE OF CONTENTS

ARTICLE I THE TRUST DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1 Definitions and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.3 Use of Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.4 Places of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.5 Nature of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.6 Applications to Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II TERMS AND REMUNERATION OF TRUSTEES . . . . . . . . . . . . . . . . . . . . 52.1 Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.2 Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.3 Qualifications of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.4 Election of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.4.1 Nomination of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.5 Resignation, Removal and Death of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 72.6 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.7 Successor and Additional Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.8 Compensation and Other Remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.9 Officers of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.10 Independent Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.11 Chairperson of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.12 Lead Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III TRUSTEE’S POWERS AND DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.1 General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.2 Specific Powers and Authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.3 Further Powers of the Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.4 Standard of Care . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.5 Reliance Upon Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.6 Determinations of Trustees Binding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133.7 Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154.1 Fundamental Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154.2 Permitted Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174.3 Registered Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.4 Application of Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.5 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V TRUST EQUITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185.1 Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185.2 Ranking of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195.2.1 Preferred Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195.3 Equity Interests Non-Assessable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205.4 No Pre-Emptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205.5 Fractional Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205.6 Legal Ownership of Assets of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205.7 Allotment and Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205.8 Rights, Warrants and Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.9 Commissions and Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.10 Transferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.11 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.12 Certificate Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.13 Form of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.14 Equity Interest Unit Register and Transfer Ledgers to be Maintained . . . . . 21


5.15 Entry on Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215.16 Limitation on Non-Resident Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225.17 Transfer of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235.18 Successors in Interest to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235.19 Equity Interests Held Jointly or in Fiduciary Capacity . . . . . . . . . . . . . . . . . 235.20 Performance of Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235.21 Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235.22 Death of Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245.23 Unclaimed Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245.24 Repurchase of Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245.25 Take-Over Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE VI MEETINGS OF UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276.1 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276.2 Other Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276.3 Notice of Meeting of Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286.4 Unitholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296.5 Quorum; ChairmanChairperson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316.6 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316.7 Matters on which Unitholders may Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316.8 Voting Units Held By Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326.9 Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336.10 Court Requisitioned Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336.11 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346.12 Meetings by Telephone, Electronic or Other Communications Facility . . . . 34

ARTICLE VII MEETINGS OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357.1 Trustees May Act Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357.2 Notice of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357.3 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357.4 Voting at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357.5 Meetings by Telephone or Electronic Means . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE VIII DELEGATION OF POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368.1 The Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368.2 The Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368.3 The Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378.4 Additional Committees and Powers That May Not Be Delegated . . . . . . . . 37

ARTICLE IX UNITHOLDER REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379.1 Dissent and Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379.2 Oppression Remedy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE X DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4110.1 Computation of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4110.2 Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4210.3 Automatic Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4210.4 Income Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4210.5 Designation of Taxable Dividends, Taxable Capital Gains and

Foreign Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4310.6 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE XI FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4311.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4311.2 Payment of Real Property and Brokerage Commissions . . . . . . . . . . . . . . . . 4311.3 Property Management, Leasing and Financing Fees . . . . . . . . . . . . . . . . . . . 4311.4 Indemnification of Unitholders for Transfer Taxes . . . . . . . . . . . . . . . . . . . . 43

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ARTICLE XII AMENDMENTS TO THE DECLARATION OF TRUST . . . . . . . . . . . . . . 4312.1 Amendments by the Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4312.2 Ratifying Amendments to Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . 4412.3 Amendments by Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4412.4 Two-Thirds Unitholder Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XIII TERMINATION OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4513.1 Duration of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4513.2 Termination by Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4513.3 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE XIV LIABILITIES OF THE TRUSTEES AND OTHERS . . . . . . . . . . . . . . . . . 4514.1 Liability and Indemnification of the Trustees, Officers and Employees . . . . 4514.2 Liability of Trustees, Officers and Employees . . . . . . . . . . . . . . . . . . . . . . . 4514.3 Reliance upon Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4614.4 Liability of Unitholders and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XV GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4715.1 Execution of Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4715.2 Manner of Giving Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4715.3 Failure to Give Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4715.4 Trust Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4715.5 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4815.6 Reports to Unitholders and Statements of Units Held . . . . . . . . . . . . . . . . . . 4815.7 Trust Assets to be Kept Separate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4815.8 Trustees May Hold Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4815.9 Right to Inspect Documents and Maintenance of Records of the Trust . . . . 4815.9.1 Information Available to Unitholders and other Securityholders . . . . . . . . . 4815.9.2 Affidavits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4915.9.3 Use of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4915.10 Consolidations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4915.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4915.12 Execution and Effect of Restated Declaration of Trust . . . . . . . . . . . . . . . . . 4915.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5015.14 Headings for Reference Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5015.15 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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AMENDED AND RESTATED DECLARATION OF TRUST

THIS SECOND AMENDED AND RESTATED DECLARATION OF TRUST made inToronto, Ontario as of the 17thŠ day of JuneŠ, 20152020.

RECITAL

WHEREAS the Trust was established for the principal purpose of providing persons whomay become the holders of Equity Interests with an opportunity to invest in an entity owning andholding a diversified portfolio of primarily income-producing real property investments;

AND WHEREAS at an annual and special meeting of the Unitholders held on June 17,2015, the Unitholders voted to approve the First Amended and Restated Declaration of Trust (the“First Amended and Restated Declaration of Trust”);

AND WHEREAS the Trustees wish to further amend and restate the Trust’s amended andrestated declaration of trust dated June 5, 2013First Amended and Restated Declaration of Trust inthe manner provided herein;

AND WHEREAS, for greater certainty, this amendmentSecond Amended and restatementRestated Declaration of the Trust’s amended and restated declaration of trust shall not be deemedto constitute a termination of the Trust or a resettlement of the Trust’s amended and restateddeclaration of trust or of the Trust;

DECLARATION

NOW THEREFORE, the Trustees hereby confirm that they agree to hold in trust astrustees any and all property, real, personal or otherwise, tangible or intangible, which has been atthe date hereof or is hereafter transferred, conveyed or paid to them as such trustees and all rents,income, profits and gains therefrom for the benefit of the Unitholders hereunder in accordance withand subject to the express provisions of this Declaration of Trust, to wit:

ARTICLE ITHE TRUST DEFINITIONS

1.1 DEFINITIONS AND INTERPRETATION

In this Declaration of Trust, words in the singular number include the plural and words inthe plural number include the singular, and the masculine includes the feminine and neuter. In thisDeclaration of Trust, except where the context otherwise requires:

“Adjusted Unitholders’ Equity” means, at any time, the aggregate of the amount ofUnitholders’ equity of the Trust and the amount of accumulated amortization of incomeproperties recorded in the books and records of the Trust, calculated in accordance withgenerally accepted accounting principles;

“affiliate” with relation to any person means an associate or an affiliated, controlled orsubsidiary company of such person, all such terms (except person) having the meaningascribed thereto by National Instrument 45-106 – Prospectus and Registration Exemptionsof the Canadian Securities Administrators, as amended from time to time;

“annuitant” means the annuitant of a registered retirement savings plan or a registeredretirement income fund, all as defined in the Income Tax Act (Canada);

“Audit Committee” means the committee established pursuant to section 8.3;

“capital cost allowance” shall include any amounts deductible in respect of the cost ofinvestments or other capital assets as is permitted by the Income Tax Act (Canada);


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“capital cost allowance of the Trust” for any year shall be the amount of capital costallowance that is deductible under the Income Tax Act (Canada) in computing the incomeof the Trust for income tax purposes for the year;

“capital gain” shall have the meaning ascribed to such term in the Income Tax Act(Canada);

“capital loss” shall have the meaning ascribed to such term in the Income Tax Act(Canada);

“Chief Executive Officer”, “President”, “Vice-President”, and “Secretary” means theperson holding the respective office from time to time in accordance with section 2.9;

“Compensation Committee” means the committee established pursuant to section 8.2;

“court” means the Superior Court of Justice in the Province of Ontario;

“cumulative eligible capital of the Trust” for any year means the amount of cumulativeeligible capital that is deductible under the Income Tax Act (Canada) in computing theincome of the Trust for income tax purposes for the year;

“Declaration of Trust” means this amendedSecond Amended and restated declarationRestated Declaration of trustTrust, as amended from time to time;

“dissenting offeree” means, where a take-over bid is made for all the Equity Interests of aclass of Equity Interests, a holder of such Equity Interests who does not accept the take-over bid and includes a subsequent holder of that Equity Interest who acquires it from thefirst mentioned holder;

“Distribution Date” means each date selected by the Trustees for the purpose of makingdistributions contemplated in Article X;

“Distributions” means the income of the Trust to be distributed to Unitholders inaccordance with Article X;

“Equity Interests” means the Units and/or the Preferred Units;

“going-private transaction” means an arrangement, consolidation or other transactioninvolving the Trust, other than an acquisition pursuant to section 5.25, that results in theinterest of a holder of participating securities of the Trust being terminated without theconsent of the holder and without the substitution of an interest of equivalent value inparticipating securities of the Trust or of a person that succeeds to the business of the Trust,which participating securities have rights and privileges that are equal to or greater than theaffected participating securities;

“herein”, “hereof”, “hereby”, “hereunder” and similar expressions refer to thisDeclaration of Trust and include every instrument supplemental or ancillary to or inimplementation of this Declaration of Trust and, except where the context otherwiserequires, not to any particular article, section or other portion thereof;

references to “the Income Tax Act (Canada)” mean such act and the regulationsthereunder as the same may be amended from time to time;

“indebtedness” means any obligation of the Trust for borrowed money (including, forgreater certainty, the principal amount of convertible debt securities, notwithstanding thepresentation of such securities in the Trust’s financial statements in accordance withgenerally accepted accounting principles and excluding the redemption amount of PreferredUnits that have been called for redemption if the Preferred Units were accounted for asequity instruments in accordance with generally accepted accounting principles prior tobeing called for redemption) to the extent that it appears as a liability on the balance sheetof the Trust calculated in accordance with generally accepted accounting principles;


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“Independent Trustee” means any Trustee who is independent for purposes of NationalPolicy 58-101 – Disclosure of Corporate Governance Practices;

“Investment Committee” means the committee established pursuant to section 8.1;

“Lead Trustee” has the meaning ascribed to it in section 2.12;

“mortgage” means any mortgage, charge, hypothec, bond, debenture, note or otherevidence of indebtedness directly or indirectly secured by real property;

“Nominating Unitholder” has the meaning ascribed to it in section 2.4.1;

“Notice Date” has the meaning ascribed to it in section 2.4.1;

“participating securities” means securities that give the holder of the securities a right toshare in the earnings of the person that issued the securities and after the liquidation,dissolution, or winding up of the person that issued the securities or, in the case of theTrust, upon the termination of the Trust, a right to share in its assets. For greater certainty,participating securities includes the Units;

“person” means and includes individuals, corporations, limited partnerships, generalpartnerships, joint stock companies, joint ventures, associations, companies, trusts, banks,trust companies, land trusts, business trusts or other organizations, whether or not legalentities and governments and agencies and political subdivisions thereof;

“Preferred Unit” means a preferred equity interest of any series in the Trust as moreparticularly described in section 5.2.1 with such designation, rights, privileges, restrictionsand conditions attached thereto as determined by the Trustees and which are issued fromtime to time in accordance with the provisions hereof;

“Public Trustee” means the Office of the Public Guardian and Trustee, a part of Ontario’sMinistry of the Attorney General;

“real property” means property which in law is real property and includes, whether or notthe same would in law be real property, leaseholds, mortgages, undivided joint interests inreal property (whether by way of tenancy-in-common, joint tenancy, co-ownership,partnership, joint venture or otherwise) and securities of persons whose assets consistprimarily of real property and/or investments, direct or indirect, in real property;

“Receiver General” means the Receiver General for Canada;

“Register” means the register which shall be established and maintained pursuant tosection 5.14;

“Subsidiary” means a wholly-owned subsidiary of the Trust, with the term “subsidiary”having the meaning ascribed thereto in National Instrument 45-106 – Prospectus andRegistration Exemptions of the Canadian Securities Administrators, as amended from timeto time;

“take-over bid” has the meaning ascribed to such term in the Securities Act (Ontario), asamended from time to time, and includes an offer made by the Trust to repurchase all of theEquity Interests of a class of its Equity Interests other than an offer made by the Trust torepurchase the Preferred Units, Series A (and the Preferred Units, Series B into which suchPreferred Units, Series A may be reclassified) and the Preferred Units, Series C (and thePreferred Units, Series D into which such Preferred Units, Series C may be reclassified);

“Trust” means RioCan Real Estate Investment Trust established hereunder;


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“Trustees” means, as of any particular time, the trustees holding office under thisDeclaration of Trust at such time, whether they be the signatories hereto or additional orsuccessor trustees;

“Trustees’ Regulations” means the regulations adopted by the Trustees pursuant tosection 3.3;

“Unit” means a unit of interest in the Trust in accordance with the provisions hereof that isnot a Preferred Unit and includes a fraction of a Unit; and

“Unitholder” means a person whose name appears on the Register as a holder of EquityInterests.

1.2 NAME

The name of the trust created by this Declaration of Trust shall be “RioCan Real EstateInvestment Trust”. As far as practicable and except as otherwise provided in this Declaration ofTrust, the Trustees shall conduct the Trust activities, hold property, execute all documents and takeall legal proceedings under that name.

1.3 USE OF NAME

Should the Trustees determine that the use of the name “RioCan Real Estate InvestmentTrust” is not practicable, legal or convenient, they may use such other designation or they mayadopt such other name for the Trust as they deem appropriate and the Trust may hold property andconduct its activities under such other designation or name.

1.4 PLACES OF BUSINESS

The principal office and centre of administration of the Trust shall be at RioCan YongeEglinton Centre, 2300 Yonge Street, Suite 500, Toronto, Ontario, unless changed by the Trusteesto another location. The Trust may have such other offices or places for the conduct of its affairs asthe Trustees may from time to time determine as necessary or desirable.

1.5 NATURE OF THE TRUST

The Trust is an unincorporated investment trust. The Trust, its Equity Interests and itsproperty shall be governed by the general law of trusts, except as such general law of trusts has beenor is from time to time modified, altered or abridged for investment trusts and for this Trust by:

(i) applicable laws, regulations or other requirements imposed by applicablesecurities or other regulatory authorities; and

(ii) the terms, conditions and trusts set forth in this Declaration of Trust.

The beneficial interest of a holder of any Equity Interest shall be limited to the right toparticipate in distributions in such amounts, when and as declared by the Trustees as contemplatedby Article X and distributions upon the termination of the Trust as contemplated in Article XIII.The Trust is not and is not intended to be, shall not be deemed to be and shall not be treated as ageneral partnership, limited partnership, syndicate, association, joint venture, company, corporationor joint stock company nor shall the Trustees, the Unitholders or any officer or other employee ofthe Trust or any of them for any purpose be, or be deemed to be treated in any way whatsoever tobe, liable or responsible hereunder as partners or joint venturers. Neither the Trustees nor anyofficer or other employee of the Trust shall be, or be deemed to be, agents of the Unitholders.The relationship of the Unitholders to the Trustees, to the Trust, and to the officers and otheremployees of the Trust and to the property of the Trust shall be solely that of beneficiaries inaccordance with rights conferred and the liabilities and obligations imposed upon them by thisDeclaration of Trust and, in respect of the Preferred Units, in a “Certificate of Preferred UnitTerms” approved by the Trustees pursuant to section 5.2.1.


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1.6 APPLICATIONS TO COURT

As the rights (including the right to apply to a court) and remedies set out in sections 3.7(h),5.25, 6.1, 6.4, 6.10, 9.1 and 9.2 of this Declaration of Trust are not statute-based, all references inthis Declaration of Trust to Unitholder rights (or the rights of any other person) that may beenforced by the court or to remedies that may be granted by the court are subject to the court, in itsdiscretion, accepting jurisdiction to consider and determine any proceeding commenced by aneligible Unitholder (or other eligible person as contemplated herein) applying to the court undersuch sections.

ARTICLE IITERMS AND REMUNERATION OF TRUSTEES

2.1 NUMBER

There shall be no fewer than five nor more than fifteen Trustees. The number of Trusteesmay be increased or decreased within such limits from time to time by the Unitholders or by theTrustees, provided that the Trustees may not, between meetings of Unitholders, appoint additionalTrustees if, after such appointment, the total number of Trustees would be greater than one andone-third times the number of Trustees required to have been elected at the last annual meeting ofUnitholders.

2.2 TERM OF OFFICE

Each Trustee who executes this Declaration of Trust or who is hereafter elected orappointed shall (except as provided in section 2.6) hold office until the next annual meeting ofUnitholders or until his or her successor has been elected and has qualified to serve as Trustee.

2.3 QUALIFICATIONS OF TRUSTEES

A Trustee shall be an individual at least 18 years of age, who is not of unsound mind andhas not been found to be of unsound mind by a court in Canada or elsewhere, and who does nothave the status of bankrupt. Trustees are not required to hold Equity Interests. A majority of theTrustees must be resident Canadians.

2.4 ELECTION OF TRUSTEES

Election of Trustees shall be by the vote of Unitholders entitled to vote in such election.The election of any Trustee (other than an individual who is serving as a Trustee immediately priorto such election) shall not become effective unless and until such person shall have in writingaccepted his or her election and agreed to be bound by the terms of this Declaration of Trust.

2.4.1 Nomination of Trustees

(a) Only persons who are nominated in accordance with the following proceduresshall be eligible for election as Trustees of the Trust. Nominations of persons forelection to the board of Trustees may be made at any annual meeting ofUnitholders, or at any special meeting of Unitholders, if one of the purposes forwhich the special meeting was called was the election of Trustees:

(i) by or at the direction of the board of Trustees, including pursuant to anotice of meeting;

(ii) by or at the direction or request of one or more Unitholders pursuant to arequisition of the Unitholders made in accordance with this Declaration ofTrust; or

(iii) by any person (a “Nominating Unitholder”) who (A) at the close ofbusiness on the date of the giving of the notice provided for below in thissection 2.4.1 and on the record date for notice of such meeting, is entered


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in the Register as a holder of one or more Units carrying the right to voteat such meeting or who beneficially owns Units that are entitled to bevoted at such meeting; and (B) who complies with the notice proceduresset forth below in this section 2.4.1.

(b) In addition to any other applicable requirements, for a nomination to be made bya Nominating Unitholder, the Nominating Unitholder must have given timelynotice thereof to the Trustees in the manner prescribed by this Declaration ofTrust. Furthermore, if such notice is made on a day which is not a Business Dayor later than 5:00 p.m. (Toronto Time) on a day which is a Business Day, thensuch notice shall be deemed to have been made on the subsequent day that is aBusiness Day.

(c) To be timely, a Nominating Unitholder’s notice to the Trustees must be made:

(i) in the case of an annual meeting of Unitholders, not less than 30 daysprior to the date of the annual meeting of Unitholders; provided, however,that in the event that the annual meeting of Unitholders is to be held on adate that is less than 50 days after the date (the “Notice Date”) on whichthe first public announcement of the date of the annual meeting was made,notice by the Nominating Unitholder may be made not later than the closeof business on the tenth (10th) day following the Notice Date; and

(ii) in the case of a special meeting (which is not also an annual meeting) ofUnitholders called for the purpose of electing Trustees (whether or notcalled for other purposes), not later than the close of business on thefifteenth (15th) day following the day on which the first publicannouncement of the date of the special meeting of Unitholders was made.

(d) To be in proper written form, a Nominating Unitholder’s notice to the Trusteesmust set forth:

(i) as to each person whom the Nominating Unitholder proposes to nominatefor election as a Trustee: (A) the name, age, business address andresidential address of the person; (B) the principal occupation oremployment of the person; (C) the class or series and number of Units in thecapital of the Trust which are controlled or which are owned beneficially orof record by the person as of the record date for the meeting of Unitholders(if such date shall then have been made publicly available and shall haveoccurred) and as of the date of such notice; and (D) any other informationrelating to the person that would be required to be disclosed in a dissident’sproxy circular in connection with solicitations of proxies for election ofTrustees pursuant to applicable securities laws; and

(ii) as to the Nominating Unitholder giving the notice, any proxy, contract,arrangement, understanding or relationship pursuant to which suchNominating Unitholder has a right to vote any Units of the Trust and anyother information relating to such Nominating Unitholder that would berequired to be made in a dissident’s proxy circular in connection withsolicitations of proxies for election of Trustees pursuant to applicablesecurities laws.

(e) The Trust may require any proposed nominee to furnish such other informationas may reasonably be required by the Trust to determine the eligibility of suchproposed nominee to serve as an independent trustee of the Trust or that couldbe material to a reasonable Unitholder’s understanding of the independence, orlack thereof, of such proposed nominee.


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(f) No person shall be eligible for election as a Trustee of the Trust unlessnominated in accordance with the provisions of this section 2.4.1; provided,however, that nothing in this section 2.4.1 shall be deemed to precludediscussion by a Unitholder (as distinct from the nomination of Trustees) at ameeting of Unitholders of any matter in respect of which it would have beenentitled to submit to a vote pursuant to the terms and conditions contained in thisDeclaration of Trust. The chairperson of the applicable meeting shall have thepower and duty to determine whether a nomination was made in accordancewith the procedures set forth in the foregoing provisions and, if any proposednomination is not in compliance with such foregoing provisions, to declare thatsuch defective nomination shall be disregarded.

(g) For purposes of this section 2.4.1, “public announcement” shall meandisclosure in a press release reported by a national news service in Canada, or ina document publicly filed by the Trust under its profile on the System ofElectronic Document Analysis and Retrieval at www.sedar.com.

(h) Notwithstanding the foregoing, the Trustees may, in their sole discretion, waiveany requirement in this section 2.4.1.

2.5 RESIGNATION, REMOVAL AND DEATH OF TRUSTEE

(a) A Trustee may resign at any time by an instrument in writing signed by him anddelivered or mailed to the Chief Executive Officer or the Secretary. Suchresignation shall take effect on the date such notice is given or at any later timespecified in the notice without need for prior accounting.

(b) A Trustee may be removed at any time with or without cause by a majority ofthe votes cast at a meeting of Unitholders called for that purpose or by theconsent of holders of a majority of the outstanding Equity Interests entitled tovote thereon or with cause by the resolution of two-thirds of the remainingTrustees. This Declaration of Trust may only be amended to require a greaternumber of votes of Unitholders to remove a Trustee than the number set forth inthis section 2.5 with the unanimous consent of the Unitholders.

(c) Upon the resignation or removal of any Trustee, or his or her otherwise ceasingto be a Trustee, he or she shall execute and deliver such documents as theremaining Trustees shall require for the conveyance of any Trust property heldin his or her name, shall account to the remaining Trustees as they may requirefor all property which he or she holds as Trustee and shall thereupon bedischarged as Trustee.

(d) Upon the incapacity or death of any Trustee, his or her legal representative shallexecute and deliver on his behalf such documents as the remaining Trustees mayrequire as provided in this section. In the event that a Trustee or his or her legalrepresentatives, as applicable, are unable or unwilling to execute and deliver suchrequired documents, each of the remaining Trustees is hereby appointed as theattorney of such Trustee for the purposes of executing and delivering suchrequired documents. This power of attorney granted to each of the remainingTrustees is not intended to be a continuing power of attorney within the meaningof the Substitute Decisions Act, 1992 (Ontario), exercisable during a Trustee’sincapacity to manage property, or any similar power of attorney under equivalentlegislation in any of the provinces or territories of Canada (a “CPOA”). Theexecution of this power of attorney will not terminate any CPOA granted by theTrustee previously and will not be terminated by the execution by the Trustee inthe future of a CPOA, and the Trustee hereby agrees not to take any action in thefuture which results in the termination of this power of attorney.


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2.6 VACANCIES

The term of office of a Trustee shall terminate and a vacancy shall occur in the event of thedeath, resignation, bankruptcy, adjudicated incompetence or other incapacity to exercise the duties ofthe office or removal of a Trustee. No such vacancy shall operate to annul this Declaration of Trust oraffect the continuity of the Trust. Until the vacancy is filled, the remaining Trustee or Trustees (evenif less than a quorum) may exercise the powers of the Trustees hereunder. In the case of a vacancy,the Unitholders or a majority of the Trustees continuing in office may fill such vacancy. Any Trusteeso elected by the Trustees shall hold office until the next annual meeting of Unitholders.

2.7 SUCCESSOR AND ADDITIONAL TRUSTEES

The right, title and interest of the Trustees in and to the property of the Trust shall vestautomatically in all persons who may hereafter become Trustees upon their due election orappointment and qualification without any further act and they shall thereupon have all the rights,privileges, powers, obligations and immunities of Trustees hereunder. Such right, title and interestshall vest in the Trustees whether or not conveyancing documents have been executed anddelivered pursuant to section 2.5 or otherwise.

2.8 COMPENSATION AND OTHER REMUNERATION

Trustees who are not officers or other employees of the Trust shall be entitled to receive fortheir services as Trustees such amounts as the Trustees may approve from time to time, as well asreimbursement of out-of-pocket expenses incurred in acting as a Trustee, or such other reasonablecompensation as the Trustees determine from time to time. Such Trustees, either directly orindirectly, shall also be entitled to receive remuneration for services rendered to the Trust in anyother capacity. Such services may include, without limitation, services as legal, accounting or otherprofessional services or services as a broker, transfer agent or underwriter, whether performed by aTrustee or any person affiliated with the Trustee. Trustees who are officers or other employees ofthe Trust shall not be entitled to receive any remuneration for their services as Trustees and shallnot be entitled to reimbursement from the Trust of any of their expenses incurred in acting as aTrustee except for their out-of-pocket expenses incurred in attending meetings of the Trustees, theCompensation Committee, the Investment Committee or the Audit Committee or other committeesof the Trustees established from time to time.

In addition to any compensation payable to Trustees in their capacity as Trustees, theCompensation Committee shall determine from time to time, for recommendation to the Trustees,such reasonable additional compensation as should be paid to the chairpersons of the variouscommittees of the Trustees.

2.9 OFFICERS OF THE TRUST

The Trust shall have a Chief Executive Officer, President (who may also be ChiefExecutive Officer), a Secretary and may have one or more Vice-Presidents and such other officersas the Trustees may appoint from time to time. One person may hold two or more offices. TheChief Executive Officer shall be a Trustee and any other officers of the Trust may, but need not, beTrustees. Officers of the Trust shall be appointed and discharged, and their remunerationdetermined, by the Trustees.

2.10 INDEPENDENT TRUSTEES

A majority of the Trustees must qualify as Independent Trustees; provided, however,that if at any time a majority of the Trustees are not Independent Trustees because of the death,resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of anyTrustee who was an Independent Trustee, this requirement shall not be applicable for a period of60 days thereafter, during which time the remaining Trustees shall appoint a sufficient number ofTrustees who qualify as an Independent Trustee to comply with this requirement.


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2.11 CHAIRPERSON OF THE TRUSTEES

The chairperson of the Trustees shall be appointed from among the Trustees. When present,the chairperson of the Trustees shall be chairperson of meetings of Trustees and Unitholders andshall have such other powers and duties as the Trustees may determine from time to time tomanage the affairs of the board of Trustees and monitor the effectiveness of the Trustees.

2.12 LEAD TRUSTEE

If the chairperson of the Trustees is not an Independent Trustee, a lead trustee (the “LeadTrustee”) shall be appointed from among the Trustees. The Lead Trustee must be an IndependentTrustee. The Lead Trustee will act as an effective leader of the board of Trustees in respect ofmatters required to be considered by the Independent Trustees only, and will ensure that the boardof Trustees’ agenda will enable it to successfully carry out its duties.

ARTICLE IIITRUSTEE’S POWERS AND DUTIES

3.1 GENERAL POWERS

The Trustees, subject only to the specific limitations contained in this Declaration of Trust,shall have, without further or other authorization and free from any power of control on the part ofthe Unitholders, full, absolute, and exclusive power, control and authority over the assets of theTrust and over the business and affairs of the Trust to the same extent as if the Trustees were the soleowner thereof in their own right, to do all such acts and things as in their sole judgment anddiscretion are necessary or incidental to, or desirable for, the carrying out of any of the purposes ofthe Trust or the conducting of the business of the Trust. In construing the provisions of thisDeclaration of Trust, presumption shall be in favour of the granted powers and authority to theTrustees. The enumeration of any specific power or authority herein shall not be construed aslimiting the general powers or authority or any other specified power or authority conferred hereinon the Trustees. Except as specifically required by such laws, the Trustees shall in carrying outinvestment activities not be in any way restricted by the provisions of the laws of any jurisdictionlimiting or purporting to limit investments which may be made by trustees. Without limiting thegenerality of the foregoing, the Trustees may, subject to the terms and conditions contained in thisDeclaration of Trust, make any investments without being required to adhere to all of, or anyparticular portion of the investment criteria or diversification requirements set forth in theTrustee Act (Ontario), as replaced or amended from time to time, including investments in mutualfunds, common trust funds, unit trusts and similar types of investment vehicles, to alter or vary suchinvestments from time to time in a like manner, to retain such investments for such length of time asthe Trustees, in their discretion determine and to delegate management and authority to discretionarymanagers of investment funds as the Trustees in their discretion determine appropriate.

3.2 SPECIFIC POWERS AND AUTHORITIES

Subject only to the express limitations contained in this Declaration of Trust and in additionto any powers and authorities conferred by this Declaration of Trust or which the Trustees mayhave by virtue of any present or future statute or rule of law, the Trustees without any action orconsent by the Unitholders shall have and may exercise at any time and from time to time thefollowing powers and authorities which may or may not be exercised by them in their solejudgment and discretion and in such manner and upon such terms and conditions as they may fromtime to time deem proper:

(a) to retain, invest and re-invest the capital or other funds of the Trust in real orpersonal property of any kind, all without regard to whether any such propertiesare authorized by law for the investment of trust funds, and to possess andexercise all the rights, powers and privileges appertaining to the ownership of


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the property of the Trust and to increase the capital of the Trust at any time bythe issuance of additional Equity Interests for such consideration as they deemappropriate;

(a.1) to determine the rights, designation, privileges, restrictions and conditionsattaching to each series of Preferred Units authorized for issuance by the Trustin accordance with section 5.2.1;

(b) for such consideration as they deem proper, to invest in, purchase or otherwiseacquire for cash or other property or through the issuance of Equity Interests orthrough the issuance of notes, debentures, bonds or other obligations of theTrust and hold for investment the entire or any participating interest in notes,bonds or other obligations. In connection with any such investment, purchase, oracquisition, the Trustees shall have the power to acquire a share of rents, leasepayments, or other gross income from or a share of the profits from or a share inthe equity or ownership of real property;

(c) to sell, rent, lease, hire, exchange, release, partition, assign, mortgage, pledge,hypothecate, grant security interests in, encumber, negotiate, convey, transfer orotherwise dispose of any or all of the property of the Trust by deeds, trust deeds,assignments, bills of sale, transfers, leases, mortgages, financing statements,security agreements and other instruments for any of such purposes executedand delivered for and on behalf of the Trust or Trustees or by a duly authorizedofficer, employee, agent or any nominee of the Trust;

(d) to enter into leases, contracts, obligations and other agreements for a termextending beyond the term of office of the Trustees and beyond the possibletermination of the Trust or for a lesser term;

(e) to borrow money and give negotiable or non-negotiable instruments therefor, toguarantee, indemnify or act as surety with respect to payment or performance ofobligations of third parties; to enter into other obligations on behalf of the Trust;and to assign, convey, transfer, mortgage, subordinate, pledge, grant securityinterests in, encumber or hypothecate the property of the Trust to secure any ofthe foregoing;

(f) to lend money, whether secured or unsecured;

(g) to incur and pay out of the property of the Trust any charges or expenses anddisburse any funds of the Trust, which charges, expenses or disbursements are, inthe opinion of the Trustees, necessary or incidental to or desirable for the carryingout of any of the purposes of the Trust or conducting the business of the Trustincluding, without limitation, taxes or other governmental levies, charges andassessments of whatever kind or nature, imposed upon or against the Trustees inconnection with the Trust or the property of the Trust or upon or against theproperty of the Trust or any part thereof and for any of the purposes herein;

(h) to deposit funds of the Trust in banks, trust companies and other depositories,whether or not such deposits will draw interest, the same to be subject towithdrawal on such terms and in such manner and by such person or persons(including any one or more Trustees, officers, agents or representatives) as theTrustees may determine;

(i) to possess and exercise all the rights, powers and privileges appertaining to theownership of all or any mortgages or securities, issued or created by, or interestin, any person, forming part of the assets of the Trust, to the same extent that anindividual might and, without limiting the generality of the foregoing, to vote or


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give any consent, request or notice, or waive any notice, either in person or byproxy or power of attorney, with or without power of substitution, to one ormore persons, which proxies and powers of attorney may be for meetings oraction generally or for any particular meeting or action and may include theexercise of discretionary power;

(j) to elect, appoint, engage or otherwise employ officers for the Trust (includingthe Chief Executive Officer, President, Secretary and such Vice-Presidents andother officers as the Trustees may determine), who may be removed ordischarged at the discretion of the Trustees, such officers to have, subject tosection 8.4, such powers and duties, and to serve such terms as may beprescribed by the Trustees or by the Trustees’ Regulations; to engage or employany persons as agents, representatives, employees or independent contractors(including, without limitation, real estate advisors, investment advisors,registrars, underwriters, accountants, lawyers, real estate agents, propertymanagers, brokers, architects, engineers, construction managers, generalcontractors or otherwise) in one or more capacities, and to pay compensationfrom the Trust for services in as many capacities as such persons may be soengaged or employed; and except as prohibited by law and this Declaration ofTrust, to delegate any of the powers and duties of the Trustees to any one ormore Trustees, agents, representatives, officers, employees, independentcontractors or other persons;

(k) to collect, sue for and receive all sums of money coming due to the Trust, and toengage in, intervene in, prosecute, join, defend, compromise, abandon or adjust,by arbitration or otherwise, any actions, suits, proceedings, disputes, claims,demands or other litigation relating to the Trust, the assets of the Trust or theTrust’s affairs, to enter into agreements therefor, whether or not any suit iscommenced or claim accrued or asserted and, in advance of any controversy, toenter into agreements regarding the arbitration, adjudication or settlement thereof;

(l) to renew, modify, release, compromise, extend, consolidate or cancel, in wholeor in part, any obligation to or of the Trust;

(m) to purchase and pay for out of the assets of the Trust, insurance contracts andpolicies insuring the assets of the Trust against any and all risks and insuring theTrust and/or any or all of the Trustees, the Unitholders or officers against anyand all claims and liabilities of any nature asserted by any person arising byreason of any action alleged to have been taken or omitted by the Trust or by theTrustees, Unitholders or officers;

(n) to cause legal title to any of the assets of the Trust to be held by and/or in thename of the Trustees, or except as prohibited by law, by and/or in the name ofthe Trust or the Trustees or any other person, on such terms, in such manner,with such powers in such person as the Trustees may determine and with orwithout disclosure that the Trust or Trustees are interested therein; provided,however, that should legal title to any of the assets of the Trust be held by and/orin the name of any person or persons other than the Trust, the Trustees shallrequire such person or persons to execute a declaration of trust acknowledgingthat legal title to such assets are held in trust for the benefit of the Trust;

(o) to determine conclusively the allocation to capital, income or other appropriateaccounts all receipts, expenses, disbursements and property of the Trust;

(p) to prepare, sign and file or cause to be prepared, signed and filed a prospectus,offering memorandum, or similar document and any amendment thereto,


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relating to or resulting from an offering of Equity Interests issued or held by theTrust and to pay the cost thereof and related thereto out of the property of theTrust whether or not such offering is or was of direct benefit to the Trust orthose persons (if any) who were Unitholders immediately prior to such offering;

(q) to make or cause to be made application for the listing on any stock exchange ofany Equity Interests of the Trust, and to do all things which in the opinion of theTrustees may be necessary or desirable to effect or maintain such listing or listings;

(r) to determine conclusively the value of any or all of the property of the Trustfrom time to time and, in determining such value, to consider such informationand advice as the Trustees, in their sole judgement, may deem material andreliable; and

(s) To do all such other acts and things as are incidental to the foregoing, and toexercise all powers which are necessary or useful to carry on the business of theTrust, to promote any of the purposes for which the Trust is formed and to carryout the provisions of this Declaration of Trust.

3.3 FURTHER POWERS OF THE TRUSTEES

The Trustees shall have the power to prescribe any form provided for or contemplated bythis Declaration of Trust. The Trustees may make, adopt, amend, or repeal regulations containingprovisions relating to the business of the Trust, the conduct of its affairs, its rights or powers andthe rights or powers of its Unitholders or officers not inconsistent with law or with this Declarationof Trust. The Trustees shall also be entitled to make any reasonable decisions, designations ordeterminations not contrary to this Declaration of Trust which they may determine are necessary ordesirable in interpreting, applying or administering this Declaration of Trust or in administering,managing or operating the Trust. Any regulations, decisions, designations or determinations madepursuant to this section shall be conclusive and binding upon all persons affected thereby.

3.4 STANDARD OF CARE

The exclusive standard of care required of the Trustees in exercising their powers andcarrying out their functions hereunder shall be that they exercise their powers and carry out theirfunctions hereunder as Trustees honestly, in good faith and in the best interests of the Trust and theUnitholders and that in connection therewith they exercise that degree of care, diligence and skillthat a reasonably prudent person would exercise in comparable circumstances. Unless otherwiserequired by law, no Trustee shall be required to give bond, surety or security in any jurisdiction forthe performance of any duties or obligations hereunder. The Trustees in their capacity as trusteesshall not be required to devote their entire time to the business and affairs of the Trust.

No Trustee shall be liable in carrying out such Trustee’s duties under this Declaration ofTrust except in cases where the Trustee fails to act honestly, in good faith and in the best interestsof the Trust and the Unitholders or, in connection therewith, fails to exercise the degree of care,diligence and skill that a reasonably prudent person would exercise in comparable circumstances.The duties and standard of care of the Trustees provided as aforesaid are intended to be similar to,and not to be any greater than, those imposed on a director of a corporation governed by theCanada Business Corporations Act.

3.5 RELIANCE UPON TRUSTEES

Any person dealing with the Trust in respect of any matters pertaining to the assets of theTrust and any right, title or interest therein or to the Trust or to securities of the Trust shall beentitled to rely on a certificate, statutory declaration or resolution executed or certified by theTrustees as to the capacity, power and authority of the Trustees or any other person to act for andon behalf and in the name of the Trust. No person dealing with the Trustees shall be bound to see


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to the application of any funds or property passing into the hands or control of the Trustees. Thereceipt of the Trustees for monies or other consideration shall be binding upon the Trust.

3.6 DETERMINATIONS OF TRUSTEES BINDING

All determinations of the Trustees which are made in good faith with respect to any mattersrelating to the Trust, including, without limiting the generality of the foregoing, whether anyparticular investment or disposition meets the requirements of this Declaration of Trust, shall befinal and conclusive and shall be binding upon the Trust and all Unitholders (and, where theUnitholder is a registered retirement savings plan, registered retirement income fund, deferredprofit sharing plan or registered pension fund or plan as defined in the Income Tax Act (Canada), orother such fund or plan registered under such act, upon plan beneficiaries and plan holders past,present and future) and Equity Interests of the Trust shall be issued and sold on the condition andunderstanding that any and all such determinations shall be binding as aforesaid.

3.7 CONFLICT OF INTEREST

If a Trustee or an officer of the Trust is a party to a material contract or transaction orproposed material contract or transaction with the Trust or is a director, officer or employee of, orhas a material interest in, any person who is a party to a material contract or transaction orproposed material contract or transaction with the Trust, the Trustee or officer, as the case may be,shall disclose in writing to the Trustees or request to have entered in the minutes of meetings ofTrustees the nature and extent of such interest.

(a) The disclosure required in the case of a Trustee shall be made,

(i) at the meeting of Trustees or the Investment Committee, as the case maybe, at which a proposed contract or transaction is first considered;

(ii) if the Trustee was not then interested in the proposed contract ortransaction, at the first meeting after he or she becomes so interested;

(iii) if the Trustee becomes interested after a contract is made or a transaction isentered into, at the first meeting after he or she becomes so interested; or

(iv) if a person who is interested in a contract or transaction later becomes aTrustee, at the first such meeting after he or she assumes that capacity.

(b) The disclosure required in the case of an officer of the Trust who is not aTrustee shall be made,

(i) forthwith after he or she becomes aware that the contract or transaction orproposed contract or transaction is to be considered or has beenconsidered at a meeting of the Investment Committee or of the Trustees;

(ii) if the officer becomes interested after a contract is made or a transaction isentered into, forthwith after he or she becomes so interested; or

(iii) if a person who is interested in a contract or transaction later becomes anofficer, forthwith after he or she becomes an officer.

(c) Notwithstanding subsections (a) and (b), where this section applies to any personin respect of a material contract or transaction or proposed material contract ortransaction that, in the ordinary course of the business of the Trust, would notrequire approval by the Trustees or the Unitholders, such person shall disclose inwriting to the Trustees or request to have entered in the minutes of meetings of theTrustees the nature and extent of his interest forthwith after such person becomesaware of the contract or transaction or proposed contract or transaction.


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(d) A Trustee referred to in this section shall not vote on any resolution to approvethe contract or transaction unless the contract or transaction is,

(i) one relating primarily to his or her remuneration as a Trustee, officer,employee or agent of the Trust or any affiliate of the Trust; or

(ii) one for indemnity under section 14.1 hereof or the purchase of liabilityinsurance.

(e) For the purposes hereof, a general notice to the Trustees by a Trustee or officerof the Trust disclosing that they are a director, officer or employee of or have amaterial interest in a person and are to be regarded as interested in any contractmade or any transaction entered into with that person, is a sufficient disclosureof interest in relation to any contract so made or transaction so entered into.

(f) Where a material contract is made or a material transaction is entered intobetween the Trust and any one or more of its Trustees or officers, or between theTrust and another person of which a Trustee or officer of the Trust is a directoror officer or in which they have a material interest,

(i) the Trustee or officer is not accountable to the Trust or to the Unitholdersfor any profit or gain realized from the contract or transaction; and

(ii) the contract or transaction is neither void nor voidable, by reason only ofthat relationship or by reason only that the Trustee is present at or iscounted to determine the presence of a quorum at the meeting of Trusteesor committee of Trustees that authorized the contract or transaction, if theTrustee or officer disclosed their interest in accordance with this section,and the contract or transaction was reasonable and fair to the Trust at thetime it was so approved.

(g) Notwithstanding anything in this section, but without limiting the effect ofsubsection (f) hereof, a Trustee or officer of the Trust, acting honestly and ingood faith, is not accountable to the Trust or to the Unitholders for any profit orgain realized from any such contract or transaction by reason only of his or herholding such office, and the contract or transaction, if it was reasonable and fairto the Trust at the time it was approved, is not by reason only of such person’sinterest therein void or voidable, where,

(i) the contract or transaction is confirmed or approved at a meeting ofUnitholders duly called for that purpose; and

(ii) the nature and extent of such person’s interest in the contract ortransaction are disclosed in reasonable detail in the notice calling themeeting or in any information circular required to be provided by thisDeclaration of Trust or by law.

(h) Subject to subsections (f) and (g) hereof, where any Trustee or officer fails todisclose his or her interest in a material contract or transaction in accordancewith this Declaration of Trust or otherwise fails to comply with this section, theTrustees or any Unitholder, in addition to exercising any other rights orremedies in connection with such failure exercisable at law or in equity, mayapply to a court for an order setting aside the contract or transaction anddirecting that such person account to the Trust for any profit or gain realized.


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ARTICLE IVINVESTMENT RESTRICTIONS

4.1 FUNDAMENTAL RESTRICTIONS

The assets of the Trust shall be invested only in accordance with the following restrictions:

(a) The Trust shall not make any investment that would result in Equity Interests ofthe Trust being disqualified for investment by registered retirement savings plans,registered retirement income funds or deferred profit sharing plans or that wouldresult in the Trust paying a tax under the registered investment provisions of theIncome Tax Act (Canada) imposed for exceeding certain investment limits. It isthe Trustees’ intention that, and the Trust shall exercise best efforts so that, theTrust shall not (i) make any investments that would result in Equity Interests of theTrust not being units of a “mutual fund trust” within the meaning of the IncomeTax Act (Canada), or (ii) directly or indirectly, make or hold any investments orengage in any activity which would cause the Trust not to qualify as a unit trust orreal estate investment trust for purposes of the Income Tax Act (Canada).

(b) The Trust shall not acquire any single investment in real property (in the case ofinvestment in securities of a person, determined on a property by property basisin such person’s portfolio) if the cost to the Trust of such acquisition (net of theamount of encumbrances assumed) will exceed 10% of the AdjustedUnitholders’ Equity of the Trust, or such greater percentage as is permitted fromtime to time under the Income Tax Act (Canada) but in any event not greaterthan 20% of the Adjusted Unitholders’ Equity.

(c) The Trust may, directly or indirectly, invest in a joint venture arrangement forthe purposes of owning interests or investments in real property, including theacquisition, holding, maintenance, improvement, leasing or managementthereof; provided that such joint venture arrangement contains terms andconditions which, in the opinion of management, are commercially reasonable,including without limitation, such terms and conditions relating to restrictionson transfer and the acquisition and sale of the Trust’s and any joint venturer’sinterest in the joint venture arrangement, provisions to provide liquidity to theTrust, to limit the liability of the Trust to third parties, and provide for theparticipation of the Trust in the management of the joint venture arrangement.For purposes of this provision, a joint venture arrangement is an arrangementbetween the Trust and one or more other persons pursuant to which the Trust,directly or indirectly, conducts an undertaking for one or more of the purposesset out in this section 4.1 and in respect of which the Trust may hold its interestjointly or in common or in another manner with others either directly or throughthe ownership of securities of a corporation or other entity, including withoutlimitation a general partnership, limited partnership, trust or limited liabilitycompany.

(d) Except for temporary investments held in cash, deposits with a bank or trustcompany governed by the laws of Canada or of a province of Canada or theUnited States or any state thereof, government debt securities or money marketinstruments of, or guaranteed by, any such bank or trust company and otherinvestments permitted pursuant to this section 4.1, the Trust may not holdsecurities of a person other than to the extent that such securities would, for thepurpose of this Declaration of Trust, constitute an investment in real property.


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(e) Subject to paragraphs (d), (k) and (m), the Trust may only invest, directly orindirectly, in income-producing real property and such other activities incidentalthereto including, indirectly, operating businesses:

(i) where revenue will be derived, directly or indirectly, principally fromincome-producing real property; or

(ii) which principally involves the ownership, maintenance, improvement,leasing or management, directly or indirectly, of income-producing realproperty (in each case as determined by the Trustees).

(f) The Trust shall not invest in rights to or interests in mineral or other naturalresources, including oil or gas, except as incidental to an investment in realproperty.

(g) (i) any written instrument creating an obligation which is or includes thegranting by the Trust of a mortgage, and (ii) to the extent managementdetermines to be practicable, any written instrument which is, in the judgment ofmanagement, a material obligation, shall contain a provision or be subject to anacknowledgement to the effect that the obligation being created is not personallybinding upon, and that resort shall not be had to, nor shall recourse orsatisfaction be sought from, the private property of any of the Trustees,Unitholders, annuitants under a plan of which a Unitholder acts as a trustee orcarrier, or officers, employees or agents of the Trust, but only the property of theTrust or a specific portion thereof only shall be bound. The Trust, however, isnot required to comply with this requirement in respect of obligations assumedby the Trust upon the acquisition of real property.

(h) The Trust shall not lease or sublease to any person any real property, premisesor space where that person and its affiliates would, after the contemplated leaseor sublease, be leasing or subleasing real property, premises or space having anaggregate gross leaseable area in excess of 20% of the aggregate gross leaseablearea of all real property held by the Trust.

(i) The Trust shall not enter into any transaction involving the purchase of lands orland and improvements thereon and the leasing thereof back to the vendor wherethe aggregate gross leaseable area of the space being leased to the vendortogether with all other space being leased by the Trust to the vendor and itsaffiliates is in excess of 20% of the aggregate gross leaseable area of all realproperty held by the Trust.

(j) The limitation contained in paragraph (h) shall not apply to the renewal of alease or sublease and the limitations contained in paragraphs (h) and (i) shall notapply where the person to whom the lease or sublease is made is, or where thelease or sublease is guaranteed by:

(i) the Government of Canada, the Government of the United States, anyprovince or territory of Canada, any state of the United States, anymunicipality or city in Canada or the United States, or any agency orcrown corporation thereof; or

(ii) any corporation:

(A) the bonds, debentures or other evidences of indebtedness of orguaranteed by which are authorized as an investment for insurancecompanies pursuant to paragraph 86(1)(k) of the Canadian andBritish Insurance Companies Act in effect on December 31, 1991; or


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(B) the preferred shares or common shares of which are authorized asan investment for insurance companies pursuant to paragraphs86(1)(m) or (n) of such Act, in effect on December 31, 1991; or

(C) of which any of the bonds, debentures or other evidences ofindebtedness of, or guaranteed by an issuer, or any of the othersecurities of an issuer which have received, and continue to hold, aninvestment grade rating from a recognized credit rating agency,

in each case at the time the lease or sublease is entered into, or atthe time other satisfactory leasing or pre-leasing arrangements (asdetermined by the Trustees in their discretion) were entered into orat the time other satisfactory leasing or pre-leasing arrangements (asdetermined by the Trustees in their discretion) were entered into; or

(iii) a Canadian chartered bank or a trust company or insurance companyregistered or licensed federally or under the laws of a province of Canada.

(k) The Trust may invest in a mortgage only where:

(i) the real property which is security therefor is income-producing realproperty which otherwise meets the general investment criteria of theTrust;

(ii) the mortgage is registered on title to the real property which is securitytherefor; and

(iii) the aggregate value of the investments of the Trust in mortgages, otherthan mortgages taken back by the Trust on the sale of its properties, aftergiving effect to the proposed investment, will not exceed 30% of theAdjusted Unitholders’ Equity of the Trust.

(l) The Trust shall not engage in construction or development of real propertyexcept to the extent necessary to maintain its real properties in good repair, or toenhance the income-producing ability of properties owned by the Trust.

(m) The Trust may invest an amount (which, in the case of an amount invested toacquire real property, is the purchase price less the amount of any indebtednessassumed or incurred by the Trust and secured by a mortgage on such property)up to 15% of the Adjusted Unitholders’ Equity of the Trust in investments ortransactions which do not comply with paragraphs (c), (d), (e), (h), (i), (k) and(l) above.

(n) Title to each real property shall be held by and registered in the name of theTrust, the Trustees, or in the name of a corporation wholly-owned by the Trust,or in the name of a corporation which is not wholly-owned by the Trustprovided that the Trust’s ownership interest in such corporation, expressed as apercentage of all ownership interests, is at least as great as the Trust’s intendedindirect ownership interest in the real property of the corporation or in suchother manner which, in the opinion of management, is commercially reasonable.

For the purpose of the foregoing restrictions, the assets, liabilities and transactions of acorporation wholly owned by the Trust will be deemed to be those of the Trust.

4.2 PERMITTED BORROWING

The Trust shall borrow only in accordance with the following restrictions:

(a) The Trust shall not assume or incur any indebtedness unless, at the date of theproposed assumption or incurring of indebtedness, the aggregate of the total


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indebtedness of the Trust and the amount of additional indebtedness proposed tobe assumed does not exceed 60% of the aggregate amount of the total assets ofthe Trust and the amount of accumulated amortization of income propertiesrecorded in the books and records of the Trust in respect of its properties,calculated in accordance with generally accepted accounting principles.

(b) Subject to subsection 4.2(c), the Trust shall not directly or indirectly guaranteeany indebtedness or liabilities of any kind except:

(i) indebtedness assumed or incurred under a mortgage on the security of realproperty by a corporation wholly-owned by the Trust and operated solelyfor the purpose of holding a particular real property or properties; or

(ii) indebtedness assumed or incurred under a mortgage on the security of realproperty by a person of which the Trust is a securityholder (including,without limitation, equity securities) and which is operated solely for thepurpose of holding a particular real property or properties for a jointventure where the limit of the guarantee, as a percentage of suchindebtedness, does not exceed the percentage of the Trust’s interest in thereal property (or real properties, as applicable) in both instances where suchmortgage, if granted by the Trust directly, would not cause the Trust tocontravene the restrictions in the remaining subsections of this section 4.2.

(c) Notwithstanding subsection 4.2(b), the Trust may, directly or indirectly,guarantee indebtedness or liabilities in connection with, and where required ordesirable to further, any initiatives undertaken by the Trust which are permittedunder this Declaration of Trust.

4.3 REGISTERED INVESTMENT

The Trustees shall cause the Trust to do all such things and take all such action as may benecessary from time to time to ensure that the Trust shall retain its status as a “registeredinvestment” within the meaning of the Income Tax Act (Canada).

4.4 APPLICATION OF INVESTMENT RESTRICTIONS

With respect to the restrictions contained in section 4.1, where any maximum or minimumpercentage limitation is specified in any of the restrictions therein contained, such restrictions shallbe applied on the basis of the relevant amounts calculated immediately after the making of suchinvestment. Any subsequent change relative to any percentage limitation which results from asubsequent change in the amount of Adjusted Unitholders’ Equity will not require divestiture ofany investment.

4.5 REGULATORY MATTERS

If at any time a regulatory authority having jurisdiction over the Trust or any property ofthe Trust shall enact any law, regulation or requirement which is in conflict with any investmentrestriction of the Trust then in force, such restriction in conflict shall, if the Trustees on the adviceof legal counsel to the Trust so resolve be deemed to have been amended to the extent necessary toresolve any such conflict, and, notwithstanding anything to the contrary herein contained, any suchresolution of the Trustees shall not require the prior approval of Unitholders.

ARTICLE VTRUST EQUITY INTERESTS

5.1 UNITS

The beneficial interests in the Trust shall be divided into interests of two classes, describedand designated as “Units” and “Preferred Units”, which shall be entitled to the rights and subject to


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the limitations, restrictions and conditions set out herein, and the interest of each Unitholder shallbe determined by the number of Equity Interests registered in the name of the Unitholder.Following the date of this Declaration of Trust, the Trustees may create additional classes of unitsof the Trust having such attributes as may be ascribed from time to time provided that, other thanPreferred Units, in no event, shall any such additional class of units contain any rights, terms orconditions which are more favourable than the rights terms and conditions attaching to the Unitsoutstanding as of the date hereof. The number of Units which the Trust may issue is unlimited. Thenumber of Preferred Units which the Trust may issue is limited to 50,000,000. The issued andoutstanding Equity Interests may be subdivided or consolidated from time to time by the Trustees.

5.2 RANKING OF UNITS

Each Unit shall represent an equal interest in the Trust with all outstanding Units, all Unitsoutstanding from time to time shall, subject to the rights of the holders of the Preferred Units,participate pro rata in any distributions by the Trust and, in the event of termination of the Trust, inthe net worth of the Trust after satisfaction of the rights of the holders of the Preferred Units, andno Unit shall have any preference or priority over any other.

5.2.1 Preferred Units

The Preferred Units shall have attached thereto the following attributes:

(a) the Preferred Units may from time to time be issued in one or more series, andthe Trustees may fix from time to time before such issue the number ofPreferred Units which is to comprise each series and the designation, rights,privileges, restrictions and conditions attaching to each series of Preferred Unitsincluding, without limiting the generality of the foregoing, any voting rights, therate or amount of distributions (which may be cumulative or non-cumulative andvariable or fixed) or the method of calculating distributions, the dates ofpayment thereof, the terms and conditions of redemption, purchase andconversion, if any, any rights on the liquidation, dissolution or winding-up of theTrust, and any sinking fund or other provisions;

(b) the Preferred Units of each series shall, with respect to the payment ofdistributions (other than distributions paid solely through the distribution ofadditional Units) and the distribution of assets of the Trust or return of capital inthe event of liquidation, dissolution or winding-up of the Trust, whethervoluntary or involuntary, or any other return of capital or distribution of assetsof the Trust among its Unitholders for the purpose of winding-up its affairs, beentitled to preference over the Units, and over any other Equity Interests of theTrust ranking by their terms junior to the Preferred Units. The Preferred Units ofany series may also be given such other preferences, not inconsistent with thisDeclaration of Trust, over the Units, and any other Equity Interests of the Trustranking by their terms junior to the Preferred Units, as may be fixed inaccordance with subsection (a); and

(c) if any cumulative distributions or amounts payable on the return of capital inrespect of a series of Preferred Units are not paid in full, all series of PreferredUnits of equal ranking shall participate rateably in respect of accumulateddistributions and return of capital based on the accumulated distributions andreturn of capital of a series of Preferred Units as a proportion of the accumulateddistributions and return of capital of all series of Preferred Units of equal ranking.

The terms of a particular series of Preferred Units as fixed by the Trustees in accordance withsubsection (a) above shall be set out in a “Certificate of Preferred Unit Terms” which certificateshall be approved by the Trustees prior to the issue of such Preferred Units and, upon suchapproval, the certificate shall become a part of this Declaration of Trust.


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Notwithstanding anything else herein contained, except as otherwise provided in the terms of aparticular series of Preferred Shares as fixed by the Trustees in accordance with subsection 5.2.1(a)above, neither the Units nor any series of Preferred Units shall have or be deemed to have any term,condition, right or other attribute which would provide any holder of Units or Preferred Units of anyseries with an interest in the income of the Trust as a percentage in any distribution received by thatUnitholder that is greater or lesser than an interest in the income of the Trust as a percentage of anydistribution received by the holder of any other Units or Preferred Units of any series.

5.3 EQUITY INTERESTS NON-ASSESSABLE

(a) Subject to subsection (b), no Equity Interests shall be issued other than as fullypaid and non-assessable. An Equity Interest shall not be fully paid until theconsideration therefor has been received in full by or on behalf of the Trust. Theconsideration for any Equity Interests shall be paid in money or in property or inpast services that are not less in value than the fair equivalent of the money thatthe Trust would have received if the Equity Interests had been issued for money.In determining whether property or past services are the fair equivalent of amoney consideration, the Trustees may take into account reasonable charges andexpenses of organization and reorganization and payments for property and pastservices reasonably expected to benefit the Trust.

(b) Notwithstanding subsection (a), the Trust may, from time to time, issue EquityInterests on an instalment receipt basis if the Trustees determine that to do sowould be desirable in the circumstances.

5.4 NO PRE-EMPTIVE RIGHTS

No person shall be entitled, as a matter of right, to subscribe for or purchase any EquityInterests of the Trust. There are no pre-emptive rights attaching to the Equity Interests.

5.5 FRACTIONAL UNITS

Except as otherwise provided in section 5.1, if as a result of any act of the Trusteeshereunder any person becomes entitled to a fraction of an Equity Interest, such person is not entitledto receive a certificate therefor. Fractional Equity Interests shall not, except to the extent that theymay represent in the aggregate one or more whole Equity Interests, entitle the holders thereof tonotice of, or to attend or to vote at, meetings of Unitholders. Subject to the foregoing, such fractionalEquity Interests shall have attached thereto the rights, restrictions, conditions and limitationsattaching to whole Equity Interests in the proportion that they bear to a whole Equity Interest.

5.6 LEGAL OWNERSHIP OF ASSETS OF THE TRUST

The legal ownership of the assets of the Trust and the right to conduct the business of theTrust are vested exclusively in the Trustees, and the Unitholders shall have no interest therein otherthan the beneficial interest in the Trust conferred by their Equity Interests issued hereunder, asdescribed in section 1.5, and they shall have no right to compel any partition, division, dividend ordistribution of the Trust or any of the assets of the Trust. The Equity Interests shall be personalproperty and shall confer upon the holders thereof only the interest and rights, and impose upon theholders thereof only those liabilities and obligations, specifically set forth in this Declaration ofTrust. No Unitholder has or is deemed to have any right of ownership in any of the assets of the Trust.

5.7 ALLOTMENT AND ISSUE

The Trustees may allot and issue Equity Interests at such time or times and in such manner(including pursuant to any plan from time to time in effect relating to reinvestment by Unitholdersof their distributions of the Trust in Equity Interests), and for such consideration and to suchperson, persons or class of persons as the Trustees in their sole discretion shall determine. In theevent that Equity Interests are issued in whole or in part for a consideration other than money, theresolution of the Trustees allotting and issuing such Equity Interests shall express the fairequivalent in money of the other consideration received.


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5.8 RIGHTS, WARRANTS AND OPTIONS

The Trustees may create and issue rights, warrants or options to subscribe for fully paidEquity Interests which rights, warrants or options may be exercisable at such subscription price orprices and at such time or times as the Trustees may determine. The rights, warrants or options socreated may be issued for such consideration or for no consideration, all as the Trustees maydetermine. A right, warrant or option shall not be an Equity Interest and a holder thereof shall notbe a Unitholder.

5.9 COMMISSIONS AND DISCOUNTS

The Trustees may provide for the payment of commissions or may allow discounts topersons in consideration of their subscribing or agreeing to subscribe, whether absolutely orconditionally, for Equity Interests or of their agreeing to procure subscriptions therefor, whetherabsolute or conditional.

5.10 TRANSFERABILITY

The Equity Interests are freely transferable and the Trustees shall not impose any restrictionon the transfer of Equity Interests. The Trustees shall maintain a listing for the Equity Interests on aCanadian stock exchange.

5.11 CERTIFICATES

Each Unitholder or his duly authorized agent is entitled to a certificate bearing anidentifying serial number in respect of the Equity Interests held by him, signed in the mannerhereinafter prescribed, but the Trust is not bound to issue more than one certificate in respect of anEquity Interest or Equity Interests held jointly or in common by two or more persons and deliveryof a certificate to one of them shall be sufficient delivery to all. No certificate shall be issued toevidence any fractional Equity Interests.

5.12 CERTIFICATE FEE

The Trustees may establish a reasonable fee to be charged for every certificate issued.

5.13 FORM OF CERTIFICATE

The form of certificate representing Units and any series of Preferred Units shall be in suchform as is from time to time authorized by the Trustees.

5.14 EQUITY INTEREST UNIT REGISTER AND TRANSFER LEDGERS TO BE MAINTAINED

A register (the “Register”) shall be kept by, or on behalf and under the direction of theTrustees, which Register shall contain the names and addresses of Unitholders, the respectivenumbers of Equity Interests held by them, the certificate numbers of the certificates representingsuch Equity Interests and a record of all transfers thereof. The Trustees may appoint one or morechartered banks or trust companies to act as transfer agents and to act as registrars for EquityInterests and may provide for the transfer of Equity Interests in one or more places within Canada.In the event of such appointment, such transfer agents and registrars shall keep all necessaryregisters and other books (which may be kept on a computer or similar device) for recordingoriginal issues and registering and transferring the Equity Interests of the Trust. If the Trusteeshave appointed a registrar and transfer agent, no certificate for Equity Interests shall be valid unlesscountersigned by or on behalf of the transfer agent and/or registrar. Only Unitholders whose EquityInterests are recorded on the Register shall be entitled to vote or to receive distributions orotherwise exercise or enjoy the rights of Unitholders.

5.15 ENTRY ON REGISTER

Upon any issue of Equity Interests, the name of the subscriber shall be promptly entered on theRegister as the owner of the number of Equity Interests issued to such subscriber, or if the subscriberis already a Unitholder, the Register shall be amended to include his additional Equity Interests.


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5.16 LIMITATION ON NON-RESIDENT OWNERSHIP

(a) At no time may non-residents of Canada as determined for the purposes of theIncome Tax Act (Canada) be the beneficial owner of a majority of theoutstanding Units (on a basic or fully diluted basis) and the Trustees shall informeach transfer agent of the Trust of this restriction. The transfer agent of the Trustmay require declarations as to the jurisdictions in which beneficial owners ofUnits are resident. If the Trust’s transfer agent becomes aware, as a result ofrequiring such declarations as to beneficial ownership, that the beneficial ownersof 49% percent of the Units then outstanding (on a basic or fully diluted basis)are, or may be, non-residents or that such a situation is imminent, the transferagent shall make a public announcement thereof and shall not accept asubscription for Units from or issue or register a transfer of Units to a personunless the person provides a declaration in form and content satisfactory to theTrustees that the person is not a non-resident of Canada. If, notwithstanding theforegoing, the transfer agent determines that a majority of the Units (on a basicor fully diluted basis) are held by non-residents, the transfer agent may send anotice to non-resident holders of Units, chosen in inverse order to the order ofacquisition or registration or in such other manner as the transfer agent mayconsider equitable and practicable, requiring them to sell their Units or a portionthereof within a specified period of not less than 60 days. If the Unitholdersreceiving such notice have not sold the specified number of Units or provided thetransfer agent with satisfactory evidence that they are not non-residents withinsuch period, the transfer agent may on behalf of such Unitholders sell such Unitsand, in the interim, shall suspend the voting and distribution rights attached tosuch Units. Upon such sale, the effective holders shall cease to be holders ofUnits and their rights shall be limited to receiving the net proceeds of sale uponsurrender of the certificates representing such Units.

(b) At no time may non-residents of Canada as determined for the purposes of theIncome Tax Act (Canada) be the beneficial owner of a majority of theoutstanding Preferred Units (determined on the basis of the number of PreferredUnits held or the aggregate subscription price thereof) and the Trustees shallinform each transfer agent of the Trust of this restriction. The transfer agent ofthe Trust may require declarations as to the jurisdictions in which beneficialowners of Preferred Units are resident. If the Trust’s transfer agent becomesaware, as a result of requiring such declarations as to beneficial ownership, thatthe beneficial owners of 49% percent of the Preferred Units then outstanding(determined on the basis of the number of Preferred Units held or the aggregatesubscription price thereof) are, or may be, non-residents or that such a situationis imminent, the transfer agent shall make a public announcement thereof andshall not accept a subscription for Preferred Units from or issue or register atransfer of Preferred Units to a person unless the person provides a declarationin form and content satisfactory to the Trustees that the person is not anon-resident of Canada. If, notwithstanding the foregoing, the transfer agentdetermines that a majority of the Preferred Units (determined on the basis of thenumber of Preferred Units held or the aggregate subscription price thereof) areheld by non-residents, the transfer agent may send a notice to non-residentholders of Preferred Units, chosen in inverse order to the order of acquisition orregistration or in such other manner as the transfer agent may consider equitableand practicable, requiring them to sell their Preferred Units or a portion thereofwithin a specified period of not less than 60 days. If the Unitholders receivingsuch notice have not sold the specified number of Preferred Units or providedthe transfer agent with satisfactory evidence that they are not non-residents


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within such period, the transfer agent may on behalf of such Unitholders sellsuch Preferred Units and, in the interim, shall suspend the voting anddistribution rights attached to such Preferred Units. Upon such sale, the effectiveholders shall cease to be holders of Preferred Units and their rights shall belimited to receiving the net proceeds of sale upon surrender of the certificatesrepresenting such Preferred Units.

5.17 TRANSFER OF UNITS

Equity Interests shall be, for all purposes of the Trust and this Declaration of Trust,personal and moveable property, and shall be transferable at any time and from time to time byendorsement and delivery of the certificates representing the Equity Interests subject to suchprovisions and conditions as may be prescribed by the Trustees from time to time. No transfer shallbe recorded on the Register unless the transferor has executed the instrument of transfer asreproduced in the Equity Interests certificate and the transferee has delivered to the transfer agentand/or registrar a Equity Interests certificate representing the Equity Interests transferred. Subjectto the foregoing, transfers shall be recorded on the Register and a new certificate for the EquityInterests so transferred shall be issued to the transferee and in case of a transfer of only part of theEquity Interests represented by any certificate, a new certificate for the remaining Equity Interestsshall be issued to the transferor.

5.18 SUCCESSORS IN INTEREST TO UNITHOLDERS

Any person becoming entitled to any Equity Interests as a consequence of the death,bankruptcy or incompetence of any Unitholder or otherwise by operation of law, shall be recordedas the holder or such Equity Interests and shall receive a new certificate therefor upon productionof evidence thereof satisfactory to the Trustees and delivery of the existing certificate to theTrustees or the transfer agent to the Trust, but until such record is made, the Unitholder of recordshall continue to be and be deemed to be the holder of such Equity Interests for all purposeswhether or not the Trust, the Trustees or the transfer agent or registrar of the Trust shall have actualor other notice of such death, bankruptcy, incompetence or other event.

5.19 EQUITY INTERESTS HELD JOINTLY OR IN FIDUCIARY CAPACITY

The Trust may treat two or more persons holding any Equity Interests as joint tenants of theentire interest therein unless their ownership is expressly otherwise recorded on the Register, butno entry shall be made in the Register or on any certificate that any person is in any other mannerentitled to any future, limited or contingent interest in any Equity Interests; provided, however, thatany person recorded as a holder of any Equity Interests may, subject to the provisions hereincontained, be described on the Register or on any certificate as a fiduciary of any kind and anycustomary words may be added to the description of the holder to identify the nature of suchfiduciary relationship.

5.20 PERFORMANCE OF TRUSTS

None of the Trustees, the Unitholders or any transfer agent or other agent of the Trust shallbe bound to see to the performance of any trust, express, implied or constructive, or of any charge,pledge or equity to which any of the Equity Interests or any interest therein are or may be subject,or to ascertain or inquire whether any sale or transfer of any such Equity Interests or interesttherein by any such Unitholder or his personal representatives is authorized by such trust, charge,pledge or equity, or to recognize any person as having any interest therein, except for the personrecorded as Unitholder.

5.21 LOST CERTIFICATES

In the event that any certificate for Equity Interests is lost, stolen, destroyed or mutilated,the Trustees may authorize the issuance of a new certificate for the same number of EquityInterests in lieu thereof. The Trustees may in their discretion, before the issuance of such new


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certificate require the owner of the lost, stolen, destroyed or mutilated certificate, or the legalrepresentative of the owner, to make such affidavit or statutory declaration, setting forth such factsas to the loss, theft, destruction or mutilation as the Trustees deem necessary and may require theapplicant to supply to the Trust a “lost certificate” or similar bond in such reasonable amount as theTrustees direct indemnifying the Trustees, the transfer agents and registrars for so doing. TheTrustees shall have the power to acquire from an insurer or insurers a blanket lost security bond orbonds in respect of the replacement of lost, stolen, destroyed or mutilated certificates. The Trustshall pay all premiums and other sums of money payable for such purpose out of the property ofthe Trust with such contribution, if any, by those insured as may be determined by the Trustees. Ifsuch blanket lost security bond is acquired, the Trustees may authorize and direct (upon such termsand conditions as they may from time to time impose) any registrar, transfer agent, trustee, orothers to whom the indemnity of such bond extends to take such action to replace such lost, stolen,destroyed or mutilated certificates without further action or approval by the Trustees.

5.22 DEATH OF UNITHOLDERS

The death of a Unitholder during the continuance of the Trust shall not terminate the Trustor give such Unitholder’s legal representatives a right to an accounting or to take any action in thecourts or otherwise against other Unitholders or the Trustees or the property of the Trust, but shallonly entitle the legal representatives of the deceased Unitholder to demand and receive, pursuant tothe provisions of section 5.18 hereof, a new certificate for Equity Interests in place of the certificateheld by the deceased Unitholder, and upon the acceptance thereof such legal representatives shallsucceed to all rights of the deceased Unitholder under this Declaration of Trust.

5.23 UNCLAIMED DISTRIBUTIONS

In the event that the Trustees hold distributions which are unclaimed or which cannot bepaid for any reason, neither the Trustees nor any distribution disbursing agent shall be under anyobligation to invest or reinvest the same and shall only be obligated to hold the same in a current orother non-interest bearing account with a chartered bank or trust company, pending payment to theperson or persons entitled thereto. The Trustees shall, as and when required by law, and may at anytime prior to such required time, pay all or part of the distributions so held to the Public Trustee (orother similar government official or agency) whose receipt shall be a good acquittance anddischarge of the obligations of the Trustees.

5.24 REPURCHASE OF EQUITY INTERESTS

Provided the holder thereof agrees or the terms of the Equity Interest so provide, the Trustshall be entitled to purchase for cancellation at any time the whole or from time to time any part ofthe outstanding Equity Interests, at a price per Equity Interest and on a basis to be determined bythe Trustees in compliance with all applicable securities regulatory laws, regulations or policies orthe policies of any applicable stock exchange.

5.25 TAKE-OVER BIDS

(1) If within 120 days after the date of a take-over bid the bid is accepted by the holders of notless than ninety per cent of the Units, other than Units held at the date of the take-over bidby or on behalf of the offeror or an affiliate of the offeror, the offeror is entitled, oncomplying with this section, to acquire the Units held by the dissenting offerees.

(2) An offeror may acquire Units held by a dissenting offeree by sending by registered mailwithin 60 days after the date of termination of the take-over bid and in any event within180 days after the date of the take-over bid, an offeror’s notice to each dissenting offereestating that:

(a) the offerees holding more than ninety per cent of the Units to which the bid relatesaccepted the take-over bid;


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(b) the offeror is bound to take up and pay for or has taken up and paid for the Units ofthe offerees who accepted the take-over bid;

(c) a dissenting offeree is required to elect:

(i) to transfer his Units to the offeror on the terms on which the offeror acquiredthe Units of the offerees who accepted the take-over bid, or

(ii) to demand payment of the fair value of his Units in accordance withsubsections (10) to (19) by notifying the offeror within 20 days after hereceives the offeror’s notice;

(d) a dissenting offeree who does not notify the offeror in accordance withsubparagraph (4)(b)(ii) is deemed to have elected to transfer his Units to the offeroron the same terms that the offeror acquired the Units from the offerees whoaccepted the take-over bid; and

(e) a dissenting offeree must send his Units to which the take-over bid relates to theTrust within twenty days after he receives the offeror’s notice.

(3) Concurrently with sending the offeror’s notice under subsection (2), the offeror shall sendto the Trust a notice of adverse claim disclosing the name and address of the offeror and thename of the dissenting offeree with respect to each Unit held by a dissenting offeree.

(4) A dissenting offeree to whom an offeror’s notice is sent under subsection (2) shall, within20 days after he receives that notice:

(a) send the certificates representing the Units of the class of Units to which the take-overbid relates to the Trust; and

(b) elect

(i) to transfer the Units to the offeror on the terms on which the offeror acquiredthe Units of the Unitholders who accepted the take-over bid; or

(ii) to demand payment of the fair value of the shares in accordance withsubsections (10)–(19) by notifying the offeror within those 20 days.

(5) A dissenting offeree who does not notify the offeror in accordance with subsection(4)(b)(ii) is deemed to have elected to transfer the Units to the offeror on the same terms onwhich the offeror acquired the Units from the Unitholders who accepted the take-over bid.

(6) Within 20 days after the offeror sends an offeror’s notice under subsection (2), the offerorshall pay or transfer to the Trust the amount of money or other consideration that theofferor would have had to pay or transfer to a dissenting offeree if the dissenting offereehad elected to accept the take-over bid under subparagraph (4)(b)(i).

(7) The Trust is deemed to hold in trust for the dissenting Unitholder the money or otherconsideration it receives under subsection (6), and the Trust shall deposit the money in aseparate account in a bank or other body corporate any of whose deposits are insured by theCanada Deposit Insurance Corporation or guaranteed by the Quebec Deposit InsuranceBoard, and shall place the other consideration in the custody of a bank or such other bodycorporate.

(8) If the Trust is the offeror, it is deemed to hold in trust for the dissenting offeree the moneyand other consideration that it would have had to pay or transfer to a dissenting offeree if thedissenting offeree had elected to accept the take-over bid under subsection (4)(b)(i) and theTrust shall, within 20 days after the offeror’s notice is sent, deposit the money in a separateaccount in a bank or other body corporate any of whose deposits are insured by the CanadaDeposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board, andshall place the other consideration in the custody of a bank or such other body corporate.


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(9) Within 30 days after the offeror sends an offeror’s notice under subsection (2), the Trust shall:

(a) issue to the offeror a Unit certificate in respect of the Units that were held bydissenting offerees;

(b) give to each dissenting offeree who elects to accept the take-over bid terms undersubparagraph (4)(b)(i) and who sends his Unit certificates as required undersubsection (4)(a), the money or other consideration to which he is entitled,disregarding fractional Units, if any, which may be paid for in money, and

(c) send to each dissenting unitholder who has not sent his Unit certificates as requiredunder subsection (4) a notice stating that:

(i) his Units have been cancelled,

(ii) the Trust or some designated person holds in trust for him the money orother consideration to which he is entitled as payment for or in exchange forhis Units, and

(iii) the Trust will, subject to subsections (10) to (19), send that money or otherconsideration to him forthwith after receiving his Units.

(10) If a dissenting offeree has elected to demand payment of the fair value of his Units undersubparagraph (4)(b)(ii), the offeror may, within 20 days after it has paid the money ortransferred the other consideration under subsection (6), apply to a court to fix the fair valueof the Units of that dissenting offeree.

(11) If an offeror fails to apply to a court under subsection (10), a dissenting offeree may applyto a court for the same purpose within a further period of 20 days.

(12) Where no application is made to a court under subsection (11) within the period set out inthat subsection, a dissenting offeree is deemed to have elected to transfer his Units to theofferor on the same terms that the offeror acquired the Units from the offerees whoaccepted the take-over bid.

(13) An application under subsection (10) or (11) shall be made to a court having jurisdiction inthe place where the Trust has its registered office.

(14) A dissenting offeree is not required to give security for costs in an application made undersubsection (10) or (11).

(15) On an application under subsection (10) or (11):

(a) all dissenting offerees referred to in subparagraph (4)(b)(ii) whose Units have notbeen acquired by the offeror shall be joined as parties and shall be bound by thedecision of the court; and

(b) the offeror shall notify each affected dissenting offeree of the date, place andconsequences of the application and of his right to appear and be heard in person orby counsel.

(16) On an application to a court under subsection (10) or (11), the court may determine whetherany other person is a dissenting offeree who should be joined as a party, and the court shallthen fix a fair value for the Units of all dissenting offerees.

(17) A court may in its discretion appoint one or more appraisers to assist the court to fix a fairvalue for the Units of a dissenting offeree.

(18) The final order of the court shall be made against the offeror in favour of each dissentingofferee and for the amount for his Units as fixed by the court.


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(19) In connection with proceedings under this section, a court may make any order it thinks fitand, without limiting the generality of the foregoing, it may:

(a) fix the amount of money or other consideration that is required to be held in trustunder subsection (7) or (8);

(b) order that money or other consideration be held in trust by a person other than theTrust;

(c) allow a reasonable rate of interest on the amount payable to each dissenting offereefrom the date he sends or delivers his Unit certificates under subsection (4) until thedate of payment; and

(d) order that any money payable to a Unitholder who cannot be found be paid to theReceiver General.

(20) If a Unitholder does not receive an offeror’s notice under section 5.25(2), the Unitholder may:

(a) within 90 days after the date of termination of the take-over bid; or

(b) if the Unitholder did not receive an offer pursuant to the take-over bid, within 90days after the later of:

(i) the date of termination of the take-over bid; and

(ii) the date on which the Unitholder learned of the take-over bid,

require the offeror to acquire those Units.

(21) If a Unitholder requires the offeror to acquire Units under subsection (20), the offeror shallacquire the Units on the same terms under which the offeror acquired or will acquire theUnits of the Unitholders who accepted the take-over bid.

(22) Sections 5.25(1) to (21) inclusive shall apply mutatis mutandis to any series of PreferredUnits that is the subject of a take-over bid (whether or not the Preferred Units are votingsecurities or equity securities for purposes of the Securities Act (Ontario)).

ARTICLE VIMEETINGS OF UNITHOLDERS

6.1 ANNUAL MEETING

There shall be an annual meeting of the Unitholders entitled to vote at such time and placeas the Trustees shall prescribe for the purpose of electing Trustees, appointing the auditors of theTrust and transacting such other business as the Trustees may determine or as may properly bebrought before the meeting. The annual meeting of Unitholders shall be held after delivery to theUnitholders of the annual report referred to in section 15.6 and within six months after the end ofeach fiscal year. Notwithstanding the foregoing, the Trust may apply to the court for an orderextending the time for calling an annual meeting beyond such six month period.

6.2 OTHER MEETINGS

The Trustees shall have power at any time to call special meetings of the Unitholders atsuch time and place as the Trustees may determine. Special meetings of the Unitholders shall becalled upon the written request of Unitholders holding not less than 5% of the outstanding EquityInterests entitled to vote at a meeting of the Unitholders of the Trust. If there shall be no Trustees,the officers of the Trust shall promptly call a special meeting of the Unitholders for the election ofsuccessor Trustees. The phrase “meeting of Unitholders” wherever it appears in this Declaration ofTrust shall mean and include both an annual meeting and any other meeting of Unitholders.


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Upon receipt by the Trust of a written request for a meeting from Unitholders holding therequisite number of outstanding Equity Interests entitled to vote as aforesaid, the Trustees shall calla meeting of Unitholders to transact the business referred to in the requisition, unless:

(a) a record date for a meeting of Unitholders has been fixed and notice thereof hasbeen given to each stock exchange in Canada on which the Units are listed fortrading;

(b) the Trustees have called a meeting of Unitholders and have given notice thereofpursuant to section 6.3; or

(c) in connection with the business as stated in the requisition:

(i) it clearly appears to the Trustees that the primary purpose of the mattercovered by the requisition is submitted by the Unitholder is to enforce apersonal claim or redress a personal grievance against the Trust, theTrustees, the officers of the Trust or its securityholders or it clearlyappears to the Trustees that the matter covered by the requisitionsubmitted by the Unitholder does not relate in a significant way to thebusiness or affairs of the Trust;

(ii) the Trust, at the Unitholder’s request, included a matter covered by arequisition in an information circular relating to a meeting of Unitholdersheld within two years preceding the receipt of such request, and theUnitholder failed to present the matter, in person or by proxy, at themeeting;

(iii) substantially the same matter covered by the requisition was submitted toUnitholders in an information circular (including a dissident‘s informationcircular) relating to a meeting of Unitholders held within two yearspreceding the receipt of the Unitholder’s request and the matter coveredby the requisition was defeated; or

(iv) the rights conferred by this section 6.2 are being abused to secure publicity.

Subject to the foregoing, if the Trustees do not within 21 days after receiving the requisitioncall a meeting, any Unitholder who signed the requisition may call the meeting in accordance withthe provisions of Article VI of this Declaration of Trust.

Unless the Unitholders otherwise resolve at a meeting called under this section 6.2, theTrust shall reimburse the Unitholders who signed the requisition the expenses reasonably incurredby them in requisitioning, calling and holding the meeting.

6.3 NOTICE OF MEETING OF UNITHOLDERS

Notice of all meetings of the Unitholders shall be mailed or delivered by the Trustees toeach Unitholder entitled to vote at a meeting of the Unitholders at his address appearing in theRegister not less than 21 nor more than 60 days before the meeting. Notice of any meeting ofUnitholders shall state the time and place where the meeting is to be held. A Unitholder or anyother person entitled to notice of a meeting of Unitholders may in any manner waive notice of themeeting. Attendance at a meeting of Unitholders shall constitute a waiver of notice unless theUnitholder or other person attends the meeting for the express purpose of objecting to thetransaction of any business on the grounds that the meeting is not properly called.

If a meeting is adjourned for less than thirty days it is not necessary to give notice of theadjourned meeting, other than by announcement at the earliest meeting that is adjourned. If ameeting of Unitholders is adjourned by one or more adjournments for an aggregate of thirty daysor more, notice of the adjourned meeting shall be given as for an original meeting.


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All business to be conducted at a special meeting of Unitholders and all business to betransacted at an annual meeting of Unitholders, except consideration of the financial statements,auditor’s report, election of Trustees and re-appointment of the incumbent auditor, is deemed to bespecial business. Notice of a meeting of Unitholders at which special business is to be transactedshall state:

(a) the nature of the business in sufficient detail to permit a Unitholder to form areasonable judgment thereon; and

(b) the text of any resolution (or a summary thereof) that requires the approval oftwo-thirds of the votes cast by Unitholders who vote in respect of that resolutionto be submitted to the meeting.

6.4 UNITHOLDER PROPOSALS

Subject to subsections (a) and (b), a registered holder or beneficial owner of EquityInterests that carry a right to vote on matters put before an annual meeting of Unitholders (“VotingEquity Interests”) may (i) submit written notice to the Trust of any matter that the personproposes to raise at an annual meeting of Unitholders (a “Proposal”) and (ii) discuss at the meetingany matter with respect to which the person would have been entitled to submit a Proposal.

(a) To be eligible to submit a Proposal, a person:

(i) must be, for at least the six-month period immediately before the day onwhich the person submits the Proposal, the registered holder or thebeneficial owner of (i) at least 1% of the total number of outstandingVoting Equity Interests, as of the day on which the person submits aProposal, or (ii) Voting Equity Interests whose fair market value, asdetermined at the close of business on the day before the person submitsthe Proposal, is at least $2,000; or

(ii) must have the support of persons who, in the aggregate, and including ornot including the person that submits the Proposal, have been, for at leastthe six-month period immediately before the day on which the personsubmits the Proposal, the registered holders or beneficial owners of (i) atleast 1% of the total number of outstanding voting Equity Interests, as ofthe day on which the person submits the Proposal, or (ii) Equity Interestswhose fair market value, as determined at the close of business on the daybefore the person submits the Proposal, is at least $2,000.

(b) A Proposal must be accompanied by the following information:

(i) the name and address of the person submitting the Proposal and theperson’s supporters, if applicable; and

(ii) the number of Equity Interests held or owned by the person submitting theProposal and the person’s supporters, if applicable, and the date theEquity Interests were acquired.

(c) If requested by the Trust within 14 days of the receipt of the Proposal, a personwho submits a Proposal must provide proof, within 21 days following the dayon which the person receives the Trust’s request, or if the request was mailed tothe person, within 21 days after the postmark date stamped on the envelopecontaining the request, that the person meets the requirements set out insubsection (a).

(d) The Trust shall set out the Proposal in its proxy circular delivered in connectionwith its annual meeting or attach the Proposal thereto.


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(e) If so requested by the person who submits the Proposal, the Trust shall includein, or attach to, its proxy circular delivered in connection with its annualmeeting, a statement in support of the Proposal by the person and the name andaddress of the person making the Proposal. The statement and Proposal soincluded must not exceed 500 words excluding the information required bysubsection (b).

(f) A Proposal may not include nominations for the election of Trustees and aUnitholder shall not have the right to make nominations at the meeting, unlesssuch nomination is made in accordance with the provisions of section 2.4.1.

(g) The Trust shall not be required to comply with subsections (d) and (e) if:

(i) the Proposal is submitted less than 90 days before the anniversary date ofthe notice of meeting that was sent to Unitholders in connection with theTrust’s previous annual meeting of Unitholders;

(ii) it clearly appears that (A) the primary purpose of the Proposal is toenforce a personal claim or redress a personal grievance against the Trust,the Trustees, its officers, the Unitholders or other securityholders of theTrust, or (B) the Proposal does not relate in a significant way to thebusiness or affairs of the Trust;

(iii) not more than two years preceding the receipt of such Proposal, theproposing person failed to present, in person or by proxy, at a meeting ofUnitholders, a Proposal that, at the person’s request, had been included ina proxy circular relating to a meeting of the Unitholders;

(iv) substantially the same proposal was submitted to Unitholders in a proxycircular relating to a meeting of the Unitholders held within five yearspreceding the receipt of the Proposal and the matter covered by theProposal did not receive the required support at that meeting. For thepurposes hereof, the required support for a Proposal is:

(A) 3% of the total number of voting Equity Interests voted, if theProposal has been introduced at only one annual meeting ofUnitholders;

(B) 6% of the total number of voting Equity Interests voted at the lastmeeting at which the matter was submitted to Unitholders, if theProposal was introduced at two annual meetings of Unitholders; and

(C) 10% of the total number of voting Equity Interests voted at the lastmeeting at which the matter was submitted to Unitholders, if theProposal was introduced at three or more annual meetings ofUnitholders; or

(v) the rights conferred by this section are being abused to secure publicity.

(h) If a person who submits a Proposal fails to continue to hold or own the numberof Units referred to in subsection (a) up to and including the day of the meeting,the Trust is not required to set out in its proxy circular, or attach to it, anyproposal submitted by that person for any meeting held within two yearsfollowing the date of the meeting.

(i) Neither the Trust nor any person acting on its behalf will incur any liability toUnitholders or any other person by reason only of circulating a Proposal orstatement in compliance with this section.


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(j) If the Trust refuses to include a Proposal in its proxy circular, it shall, within21 days of the later of receipt of the Proposal or proof of ownership undersubsection (c), as the case may be, notify in writing the person submitting theProposal of its intention to omit the Proposal from the Trust’s proxy circular andof the reasons for the refusal.

(k) On the application of a person submitting a Proposal who claims to be aggrievedby the Trust’s refusal under subsection (j), a court may restrain the holding ofthe meeting to which the Proposal is sought to be presented and make anyfurther order it thinks fit.

(l) The Trust or any person claiming to be aggrieved by a Proposal may apply to acourt for an order permitting the Trust to omit the Proposal from the proxycircular, and the court, if it is satisfied that subsection (g) applies, may makesuch order as it thinks fit.

6.5 QUORUM; CHAIRMANCHAIRPERSON

A quorum for any meeting of Unitholders shall be individuals present not being less thantwo in number and being Unitholders or representing by proxy Unitholders who hold in theaggregate not less than 25% of the total number of outstanding Equity Interests entitled to vote atthe meeting of Unitholders. If a quorum is present at the opening of a meeting of Unitholders, theUnitholders present may proceed with the business of the meeting, notwithstanding that a quorumis not present throughout the meeting. If a quorum is not present at the opening of a meeting ofUnitholders, the chairman orchairperson the Unitholders present may adjourn the meeting to afixed time and place but may not transact any business.

The chairmanchairperson of the Trustees or the Chief Executive Officer of the Trust, ifpresent, and otherwise any other Trustee determined by the Trustees, shall be the chairmanchairperson of any meeting of Unitholders.

6.6 VOTING

Holders of Equity Interests entitled to vote at a meeting of the Unitholders may attend andvote at all meetings of the Unitholders either in person or by proxy. Each Equity Interest entitled tovote at a meeting of the Unitholders shall be entitled to one vote at all meetings of Unitholders.Holders of Units shall be entitled to vote at all meetings of Unitholders except at a meeting of theholders of Preferred Units as contemplated in section 6.7. Any action to be taken by the Unitholdersshall except as otherwise required by this Declaration of Trust or by law, be authorized whenapproved by a majority of the votes cast at a meeting of Unitholders. The chairmanchairperson ofany such meeting shall not have a second or casting vote.

6.7 MATTERS ON WHICH UNITHOLDERS MAY VOTE

Subject to section 9.2(c), none of the following shall occur unless the same has been dulyapproved by the Unitholders entitled to vote at a meeting duly called and held, provided that, forgreater certainty, holders of Preferred Units shall only be permitted to vote (on the basis of onevote per unit) on items where the right to vote as a holder of Preferred Units is explicitly providedin section 6.7 or otherwise in this Declaration of Trust (including any Certificate of Preferred UnitTerms contemplated by section 5.2.1):

(a) subject to sections 2.1, 2.5 and 2.6, the election or removal of Trustees;

(b) except as provided in section 15.4, the appointment or removal of auditors of theTrust;

(c) any amendment to the Declaration of Trust (except as provided in section 4.5 orsection 12.1 (but subject to section 12.2) and except for any amendmentresulting from or in connection with the issuance of any new series of Preferred


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Units or the conversion or reclassification of one series of Preferred Units intoanother series); provided that holders of Preferred Units shall not be entitled tovote on any amendment which directly or indirectly adds, removes or changesany of the rights, privileges, restrictions and conditions in respect of the Units;and further provided that any amendment which directly or indirectly adds,removes or changes in an adverse manner any of the rights, privileges,restrictions and conditions in respect of any series of Preferred Units cannotoccur without the affirmative vote of at least two-thirds of the votes cast at aduly called and held meeting of the holders of Preferred Units of that series orthose series so affected, except for in connection with the issuance of any newseries of Preferred Units or the conversion or reclassification of one series ofPreferred Unit into another series);

(d) the sale, lease or exchange of all or substantially all the property and assets ofthe Trust other than in the ordinary course of business of the Trust, which shallrequire approval by the affirmative vote of at least two-thirds of the votes cast ata meeting of Unitholders entitled to vote called for that purpose;

(e) the termination of the Trust pursuant to section 13.2; or

(f) any other matters which

(i) expressly require the approval of the Unitholders pursuant to thisDeclaration of Trust; or

(ii) the Trustees determine to present to the Unitholders for their approval orratification, notwithstanding that there is no express requirement for suchapproval or ratification hereunder.

Each Equity Interest (including Preferred Units) in the Trust shall carry the right to vote inrespect of any approval of Unitholders sought pursuant to subsections (d) and (e) above, whether ornot such Equity Interest shall otherwise carry a right to vote.

Further, the holders of Equity Interests (including Preferred Units) of a class or series ofEquity Interests of the Trust shall be entitled to vote separately as a class or series in respect oftransactions contemplated in subsections (d) and (e), provided that in respect of subsection (d),only if such class or series is affected by the sale, lease or exchange in a manner different from theEquity Interests of another class or series.

Except with respect to the foregoing matters specified in this section, no vote of theUnitholders shall in any way bind the Trustees.

6.8 VOTING UNITS HELD BY TRUST

(a) If the Trust holds any Equity Interests, the Trust shall not vote or permit thoseEquity Interests to be voted unless:

(i) the Trust holds the Equity Interests for the benefit of the beneficial owner;

(ii) the Trust, without delay following the filing or receipt by the Trust, asapplicable, of the notice of the meeting, financial statements, managementproxy circular, dissident’s proxy circular and any other documents (otherthan the form of proxy) sent to registered Unitholders entitled to vote atthe applicable meeting by or on behalf of any person for use in connectionwith the applicable meeting, sends a copy of the document to thebeneficial owner of the Equity Interests and, except where the Trust hasreceived written voting instructions from the beneficial owner of theEquity Interests, a written request for such instructions; and


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(iii) the Trust receives written voting instructions from the beneficial owner ofthe Equity Interests;

in which case the Trust shall vote, or appoint a proxyholder to vote, any suchEquity Interests in accordance with any written voting instructions receivedfrom the beneficial owner thereof.

(b) A Unitholder by or on behalf of whom a solicitation is made shall provide, at therequest of the Trust, without delay, to the Trust at the Unitholder’s expense thenecessary number of copies of the documents referred to in subsection (a), otherthan copies of the document requesting voting instructions.

(c) If a beneficial owner of Equity Interests held by the Trust so requests andprovides the Trust with appropriate documentation, the Trust must appoint thebeneficial owner or a nominee of the beneficial owner as proxyholder.

(d) The Trust, the Trustees and the Unitholders agree that the failure of the Trust tocomply with this section does not render void any meeting of Unitholders or anyaction taken at the meeting.

(e) Nothing in this section gives the Trust the right to vote Equity Interests that theTrust is otherwise prohibited from voting.

(f) The Trust shall not permit any of its Subsidiaries holding Equity Interests tovote, or permit those Equity Interests to be voted, unless the Subsidiary satisfiesthe requirements of subsection (a).

6.9 RECORD DATES

For the purpose of determining the Unitholders who are entitled to receive notice of andvote at any meeting or any adjournment thereof, or who are entitled to receive any distribution, orfor the purpose of any other action, the Trustees may from time to time, without notice toUnitholders, close the transfer books for such period, not exceeding 30 days, as the Trustees maydetermine; or without closing the transfer books the Trustees may fix a date not more than 60 daysprior to the date of any meeting of Unitholders or distribution or other action as a record date forthe determination of Unitholders entitled to receive notice of and to vote at such meeting or anyadjournment thereof or to receive such distribution or to be treated as Unitholders of record forpurposes of such other action, and, except as otherwise determined from time to time by theTrustees, any Unitholder who was a Unitholder at the time so fixed shall be entitled to receivenotice of and vote at such meeting or any adjournment thereof or to receive such distribution, eventhough he has since that date disposed of his Equity Interests, and, except as otherwise determinedfrom time to time by Trustees, no Unitholder becoming such after that date shall be entitled toreceive notice of and vote at such meeting for any adjournment thereof or to receive suchdistribution or to be treated as a Unitholder of record for purposes of such other action.

6.10 COURT REQUISITIONED MEETINGS

A Unitholder who is entitled to vote at a meeting of Unitholders may apply to a court toorder a meeting of the Unitholders to be called, held, and conducted in the manner that the courtdirects, if:

(a) it is impracticable to call the meeting within the time or in the manner in whichthose meetings are to be called pursuant to this Declaration of Trust;

(b) it is impracticable to conduct the meeting in the manner required by thisDeclaration of Trust; or

(c) the court thinks that the meeting should be called, held and conducted within thetime or in the manner it directs for any other reason.


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Without restricting the generality of this section 6.10, the court may order that the quorumrequired by this Declaration of Trust be varied or dispensed with at a meeting called, held andconducted pursuant to this section.

A meeting called, held and conducted pursuant to this section 6.10 is for all purposes ameeting of Unitholders duly called, held and conducted.

6.11 PROXIES

Whenever the vote or consent of Unitholders is required or permitted under this Declarationof Trust, such vote or consent may be given either directly by the Unitholder or by a proxy. Theinstrument appointing a proxy must be in writing and either substantially in a form which may beapproved by the Trustees acting reasonably or as may be satisfactory to the chairmanchairperson ofthe meeting at which it is sought to be exercised. The instrument of proxy must be executed by theUnitholder giving the proxy or his agent duly authorized in writing and, if given on behalf of jointholders, must be executed by all of them and may be revoked by any of them, and, if given by aUnitholder which is a body corporate, must be executed on its behalf by a person duly authorized inwriting. Any person may be appointed a proxy, whether or not that person is a Unitholder. TheTrustees or Trust management, on behalf of the Trust, may solicit instruments of proxy from theUnitholders or any of them in respect of any matter requiring or permitting the Unitholders’ vote orconsent. An instrument of proxy shall be deposited with the chairmanchairperson of the meetingbefore any vote is cast under its authority or at such earlier time (to end not earlier than 48 hours,excluding Saturdays and holidays, prior to the meeting) or in such manner as the Trustees mayprescribe from time to time.

An instrument of proxy executed in compliance with the foregoing shall be valid unlesschallenged at the time of or prior to its exercise and the person challenging the instrument shallhave the burden of proving, to the satisfaction of the chairmanchairperson of the meeting at whichthe instrument is proposed to be used, that the instrument of proxy is invalid. Any decision of thechairmanchairperson of the meeting in respect of the validity of an instrument of proxy shall befinal and binding upon all persons. An instrument of proxy shall be valid only at the meeting withrespect to which it was solicited or any adjournment thereof.

A vote cast in accordance with any proxy shall be valid notwithstanding the death,incapacity, insolvency or bankruptcy of the Unitholder giving the proxy or the revocation of theproxy unless written notice of the death, incapacity, insolvency or bankruptcy has been received bythe chairmanchairperson of the meeting prior to the time the vote is cast or, in the case ofrevocation, the revocation of the proxy is effected pursuant to this section 6.11.

A Unitholder may revoke a proxy:

(a) by depositing an instrument or act in writing executed or, in Quebec, signed by theUnitholder or by the Unitholder’s personal representative authorized in writing:

(i) at the principal office of the Trust at any time up to and including the lastbusiness day preceding the day of the meeting, or an adjournment thereof,at which the proxy is to be used; or

(ii) with the chairmanchairperson of the meeting on the day of the meetingprior to the time the vote is cast or any adjournment thereof; or

(b) in any other manner permitted by law.

6.12 MEETINGS BY TELEPHONE, ELECTRONIC OR OTHER COMMUNICATIONS FACILITY

Any meeting of Unitholders may be held entirely by means of a telephonic, electronic orother communication facility. A person who votes at the meeting or establishes a communicationslink to the meeting is deemed to be present in person at the meeting. Any such meeting of the


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Unitholders shall be deemed to be held at the place where the registered office of the Trust islocated. The rules and procedures for any meeting of Unitholders held by means of a telephonic,electronic or other communication facility shall be such reasonable rules and procedures as aredetermined by the Trustees and such rules and procedures shall be binding upon all partiesparticipating in the meeting.

ARTICLE VIIMEETINGS OF TRUSTEES

7.1 TRUSTEES MAY ACT WITHOUT MEETING

The Trustees may act with or without a meeting. Any action of the Trustees may be taken ata meeting by vote or without a meeting by written consent of all of the Trustees.

7.2 NOTICE OF MEETING

Meetings of the Trustees may be held from time to time upon the call of the ChiefExecutive Officer, the Secretary or other officer of the Trust or any two Trustees. Regular meetingsof the Trustees may be held without call or notice at a time and place fixed by the Trustees’Regulations. Notice of the time and place of any other meetings shall be mailed or otherwise givennot less than 48 hours before the meeting but may be waived in writing by any Trustee eitherbefore or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver ofnotice of such meeting except where a Trustee attends a meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting has not been lawfullycalled or convened.

7.3 QUORUM

A quorum for all meetings of the Trustees or any committee thereof shall be at least 50% ofthe Trustees or of the Trustees on such committee, as the case may be, present in person, a majorityof whom shall be persons who are not officers or other employees of the Trust.

7.4 VOTING AT MEETINGS

(a) Questions arising at any meeting of the Trustees shall be decided by a majorityof the votes cast. In the case of an equality of votes, the chairmanchairperson ofthe meeting, who shall be the chairmanchairperson of the Trustees or, if he orshe is not present, the Chief Executive Officer if present, shall not have a secondor casting vote in addition to his original vote.

(b) The powers of the Trustees may be exercised by resolution passed at a meetingat which a quorum is present or by resolution in writing signed by all Trustees.Resolutions in writing may be signed in counterparts, each of which shall bedeemed to be an original, and all originals together shall be deemed to be oneand the same instrument. Delivery by electronic mail or other electronictransmission of an executed counterpart of a Trustee’s signature page toresolutions in writing shall be effective as delivery of an original executedcounterpart of such resolutions.

7.5 MEETINGS BY TELEPHONE OR ELECTRONIC MEANS

Any Trustee may participate in a meeting of the Trustees or any committee thereof bymeans of a conference telephone or other electronic communications equipment by means of whichall persons participating in the meeting can hear each other and a Trustee so participating shall beconsidered for the purposes of this Declaration of Trust to be present in personat that meeting.


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ARTICLE VIIIDELEGATION OF POWERS

8.1 THE INVESTMENT COMMITTEE

The Trustees shall appoint an Investment Committee to consist of not less than twoTrustees. At least two-thirds of such members shall have had at least five years substantialexperience in the commercial real estate field. The duties of the Investment Committee will be toreview all proposals regarding Transactions (defined below) and to authorize proposedTransactions and make investments on behalf of the Trust. Questions arising at any meeting of theInvestment Committee shall be decided by a majority of the votes. Decisions may be taken bywritten consent of all of the members of the Investment Committee. Any member of the InvestmentCommittee or a member of the Trust’s management may call a meeting of the Committee upon notless than 48 hours’ notice. Where for any reason a member of the Investment Committee isdisqualified from voting on or participating in a decision, any other independent and disinterestedTrustee not already a member of the Investment Committee may be designated by the Trustees toact as an alternate.

The Investment Committee shall be entitled to delegate its responsibility for SmallerTransactions (defined below) to a committee comprised of at least three members of the Trust’smanagement, which committee shall include the Trust’s Chief Executive Officer and chiefoperating officer. Notwithstanding such delegation, the Investment Committee shall obtain andreview reports of such management committee at least quarterly of the deliberations anddeterminations of such management committee in respect of Smaller Transactions.

For the purposes of this section 8.1, “Transactions” shall mean:

(a) acquisitions of income producing properties where such acquisition does notinvolve the issuance of securities unless such issuance is authorized by theTrustees;

(b) development land acquisitions where such acquisition does not involve theissuance of securities unless such issuance is authorized by the Trustees; and

(c) dispositions.

For the purposes of this section 8.1, “Smaller Transactions” shall mean:

(a) acquisitions of income producing properties where the purchase price does notexceed $40 million and where such acquisition does not involve the issuance ofsecurities unless such issuance is authorized by the Trustees;

(b) development land acquisitions where the total capital commitment forcompletion of the development, including land, is estimated not to exceed$40 million and where such acquisition does not involve the issuance ofsecurities unless such issuance is authorized by the Trustees; and

(c) dispositions where proceeds do not exceed $40 million.

8.2 THE COMPENSATION COMMITTEE

The Trustees shall appoint a Human Resources and Compensation Committee (the“Compensation Committee”) to consist of not less than three Trustees, a majority of whom shallnot be officers or other employees of the Trust. The duties of such committee will be to review theproposed compensation of certain specified senior officers of the Trust and the chairpersons of theTrustees and any committees of the Trustees and to make recommendations in connectiontherewith to the Trustees. Questions arising at any meeting of such committee shall be decided by amajority of the votes. Decisions may be taken by written consent of all of the members of suchcommittee. Any member of such committee may call a meeting of such committee upon not lessthan 48 hours’ notice.


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8.3 THE AUDIT COMMITTEE

The Trustees shall appoint an audit committee (the “Audit Committee”) from among theirnumber to consist of not less than three Trustees, a majority of whom are not officers or otheremployees of the Trust.all of whom shall (a) be financially literate and independent within themeaning of National Instrument 52-110 – Audit Committees, except for temporary periods inlimited circumstances in accordance with National Instrument 52-110 – Audit Committees, and(b) shall meet any requirements imposed by applicable law for the purpose of membership on suchcommittee. The Audit Committee shall review the financial statements of the Trust and reportthereon to the Unitholders. The auditors of the Trust are entitled to receive notice of every meetingof the Audit Committee and, at the expense of the Trust, to attend and be heard thereat and, if sorequested by a member of the Audit Committee, shall attend any meeting of the Audit Committeeheld during the term of office of the auditors. The auditors of the Trust or a member of the AuditCommittee may call a meeting of the Committee on not less than 48 hours’ notice.

8.4 ADDITIONAL COMMITTEES AND POWERS THAT MAY NOT BE DELEGATED

The Trustees may create such additional committees as they, in their discretion, determineto be necessary or desirable for the purposes of properly governing the affairs of the Trust;provided that the Trustees may not delegate to any committee or any officer any power or authorityin respect of: (i) submitting to Unitholders any question or matter requiring the approval ofUnitholders; (ii) filling a vacancy among the Trustees or appointing additional trustees; (iii) issuingEquity Interests except as authorized by the Trustees; (iv) declaring distributions; (v) approving aproxy circular; (vi) approving a take-over bid circular; and (vii) approving the annual financialstatements of the Trust.

ARTICLE IXUNITHOLDER REMEDIES

9.1 DISSENT AND APPRAISAL RIGHTS

(a) Subject to section 9.2(e), a Unitholder entitled to vote at a meeting of theUnitholders of the Trust who complies with this section 9.1 may dissent if theTrust resolves to:

(i) sell, lease or exchange all or substantially all the property and assets of theTrust;

(ii) carry out a going-private transaction; or

(iii) amend this Declaration of Trust to

(A) add, change or remove any provision restricting or constraining theissue, transfer or ownership of the Equity Interests;

(B) add, change or remove any restriction on the business that the Trustmay carry on;

(C) add, change or remove the rights, privileges, restrictions orconditions attached to the Equity Interests of the class held by thedissenting Unitholder;

(D) increase the rights or privileges of any class of units having rights orprivileges equal or superior to the class of Equity Interests held bythe dissenting Unitholder;

(E) create a new class of units equal to or superior to the class of EquityInterests held by the dissenting Unitholder;


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(F) make any class of units having rights or privileges inferior to theclass of Units held by the dissenting Unitholder superior to thatclass; or

(G) effect an exchange or create a right of exchange in all or part of aclass of Equity Interests into the class of Units held by thedissenting Unitholder.

For greater certainty, excluding the issuance of any new series ofPreferred Units or the conversion or reclassification of one series ofPreferred Unit into another series.

(b) In addition to any other right the Unitholder may have, a Unitholder whocomplies with this section is entitled, when the action approved by the resolutionfrom which the Unitholder dissents becomes effective, to be paid by the Trustthe fair value of the Equity Interests held by the Unitholder in respect of whichthe Unitholder dissents, determined as of the close of business on the day beforethe resolution was adopted.

(c) A dissenting Unitholder may only claim under this section with respect to all theEquity Interests held by the dissenting Unitholder on behalf of any onebeneficial owner and registered in the name of the dissenting Unitholder.

(d) A dissenting Unitholder shall send to the Trust, at or before any meeting ofUnitholders at which a resolution referred to in subsection (a) is to be voted on,a written objection to the resolution, unless the Trust did not give notice to theUnitholder of the purpose of the meeting and of the Unitholder’s right to dissent.

(e) The Trust shall, within 10 days after the Unitholders adopt the resolution, send toeach Unitholder who has filed the objection referred to in subsection (d) noticethat the resolution has been adopted, but such notice is not required to be sent toany Unitholder who voted for the resolution or who has withdrawn its objection.

(f) A dissenting Unitholder shall, within 20 days after receiving a notice undersubsection (e) or, if the Unitholder does not receive such notice, within 20 daysafter learning that the resolution has been adopted, send to the Trust a writtennotice containing:

(i) the Unitholder’s name and address;

(ii) the number of, and class/series of, Equity Interests in respect of which theUnitholder dissents; and

(iii) a demand for payment of the fair value of such Equity Interests.

(g) A dissenting Unitholder shall, within 30 days after the sending of a notice undersubsection (f), send the certificates representing the Units in respect of which theUnitholder dissents to the Trust or its transfer agent.

(h) A dissenting Unitholder who fails to comply with subsection (g) has no right tomake a claim under this section.

(i) The Trust or its transfer agent shall endorse on any certificate received undersubsection (g) a notice that the holder is a dissenting Unitholder under thissection 9.1 and shall return forthwith the certificates to the dissenting Unitholder.

(j) On sending a notice under subsection (f), a dissenting Unitholder ceases to haveany rights as a Unitholder other than the right to be paid the fair value of itsEquity Interests as determined under this section except where:

(i) the Unitholder withdraws that notice before the Trust makes an offerunder subsection (k);


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(ii) the Trust fails to make an offer in accordance with subsection (k) and thedissenting Unitholder withdraws the notice; or

(iii) the Trustees revoke the resolution which gave rise to the dissent rightsunder this section, and to the extent applicable, terminate the relatedagreements or abandon a sale, lease or exchange to which the resolutionrelates,

in which case the Unitholder’s rights are reinstated as of the date the noticeunder subsection (f) was sent.

(k) The Trust shall, not later than 7 days after the later of the day on which theaction approved by the resolution is effective or the day the Trust received thenotice referred to in subsection (f), send to each dissenting Unitholder who hassent such notice a written offer to pay for the dissenting Unitholder’s Units in anamount considered by the Trustees to be the fair value, accompanied by astatement showing how the fair value was determined.

(l) Every offer made under subsection (k) for Equity Interests of the same class orseries shall be on the same terms.

(m) The Trust shall pay for the Equity Interests of a dissenting Unitholder within 10days after an offer made under subsection (k) has been accepted, but any suchoffer lapses if the Trust does not receive an acceptance thereof within 30 daysafter the offer has been made.

(n) Where the Trust fails to make an offer under subsection (k), or if a dissentingUnitholder fails to accept an offer, the Trust may, within 50 days after the actionapproved by the resolution is effective or within such further period as a courtmay allow, apply to a court to fix a fair value for the Equity Interests of anydissenting Unitholder.

(o) If the Trust fails to apply to a court under subsection (n), a dissenting Unitholdermay apply to a court for the same purpose within a further period of 20 days orwithin such further period as a court may allow.

(p) The court where an application under subsection (n) or (o) may be made is acourt having jurisdiction in the place where the Trust has its registered office.

(q) A dissenting Unitholder is not required to give security for costs in anapplication made under subsection (n) or (o).

(r) On an application under subsection (n) or (o):

(i) all dissenting Unitholders whose Equity Interests have not been purchasedby the Trust shall be joined as parties and bound by the decision of thecourt; and

(ii) the Trust shall notify each affected dissenting Unitholder of the date, placeand consequences of the application and of the dissenting Unitholder’sright to appear and be heard in person or by counsel.

(s) On an application to a court under subsection (n) and (o), the court maydetermine whether any other person is a dissenting Unitholder who should bejoined as a party, and the court shall fix a fair value for the Equity Interests of alldissenting Unitholders.

(t) A court may in its discretion appoint one or more appraisers to assist the court tofix a fair value for the Equity Interests of the dissenting Unitholders.


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(u) The final order of a court in the proceedings commenced by an applicationunder subsection (n) and (o) shall be rendered against the Trust in favour of eachdissenting Unitholder and for the amount of the Equity Interests as fixed by thecourt.

(v) A court may in its discretion allow a reasonable rate of interest on the amountpayable to each dissenting Unitholder from the date the action approved by theresolution is effective until the date of payment.

(w) If subsection (y) applies, the Trust shall, within ten days after the pronouncementof an order under subsection (u), notify each dissenting Unitholder that it isunable lawfully to pay dissenting Unitholders for their Equity Interests.

(x) If subsection (y) applies, a dissenting Unitholder, by written notice delivered tothe Trust within thirty days after receiving a notice under subsection (w), may

(i) withdraw their notice of dissent, in which case the Trust is deemed toconsent to the withdrawal and the Unitholder is reinstated to their fullrights as a Unitholder; or

(ii) retain a status as a claimant against the Trust, to be paid as soon as theTrust is lawfully able to do so or, in a liquidation, to be rankedsubordinate to the rights of creditors of the Trust but in priority to itsUnitholders.

(y) A Trust shall not make a payment to a dissenting Unitholder under this section ifthere are reasonable grounds for believing that

(i) the Trust is or would after the payment be unable to pay its liabilities asthey become due; or

(ii) the realizable value of the Trust’s assets would thereby be less than theaggregate of its liabilities.

9.2 OPPRESSION REMEDY

(a) Any registered holder or beneficial owner of Equity Interests or formerregistered holder or beneficial owner of Equity Interests or any securityholder,Trustee or officer or any other person who in the discretion of the court is aproper person to make an application (each, a “Complainant”) may apply to acourt under the provisions of this section 9.2.

(b) If, on application, the court is satisfied that, in respect of the Trust:

(i) any act or omission of the Trust effects a result;

(ii) the business or affairs of the Trust or any Subsidiary are or have beencarried on or conducted in a manner; or

(iii) the powers of the Trustees are or have been exercised in a manner

that is oppressive or unfairly prejudicial to or that unfairly disregards theinterests of any Unitholder, securityholder, creditor, Trustee or officer, the courtmay make an order to rectify the matters complained of by the Complainant.

(c) In connection with an application by a Complainant under section 9.2(a) andwithout limiting subsection (b), a court may make any interim or final order itthinks fit including, without limiting the generality of the foregoing,

(i) an order restraining the conduct complained of;


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(ii) an order appointing a receiver or receiver-manager;

(iii) an order to regulate the Trust’s affairs or those of a Subsidiary by amendingthis Declaration of Trust or the articles or by-laws of a Subsidiary;

(iv) an order directing an issue or exchange of securities;

(v) -an order appointing Trustees or directors of a Subsidiary in place of or inaddition to all or any of the Trustees or directors then in office;

(vi) an order directing the Trust or any other person to purchase securities of aholder of securities;

(vii) an order directing the Trust or any other person to pay a securityholderany part of the monies that the securityholder paid for securities;

(viii) an order varying or setting aside a transaction or contract to which theTrust or a Subsidiary is a party and compensating the Trust or aSubsidiary or any other party to the transaction or contract;

(ix) an order requiring the Trust or a Subsidiary, within a time specified by thecourt, to produce to the court or an interested person financial statementsor an accounting in such form as the court may determine;

(x) an order compensating an aggrieved person;

(xi) an order directing rectification of the registers or other records of the Trustor a Subsidiary;

(xii) an order directing an investigation to be made; and

(xiii) an order requiring the trial of any issue.

(d) If an order made under this section directs an amendment of this Declaration ofTrust or to the constating documents of a Subsidiary, then:

(i) the Trustees shall request the Trust, such Subsidiary and all directors,Trustees, officers and other persons responsible for management to takeall steps necessary to carry out that direction; and

(ii) no other amendment to this Declaration of Trust or such constatingdocuments shall be made without the consent of the court, until a courtotherwise orders.

(e) A Unitholder is not entitled to dissent under this Declaration of Trust or otherapplicable law if an amendment to the Declaration of Trust or such constatingdocuments is effected under this section.

(f) A Complainant may apply in the alternative for an order to wind up the Trust orliquidate and dissolve a Subsidiary and a court may so order if the court is satisfiedthat it is just and equitable that such winding up, liquidation or dissolution occur.

ARTICLE XDISTRIBUTIONS

10.1 COMPUTATION OF INCOME

Income of the Trust to be distributed to Unitholders on each Distribution Date (the“Distributions”) shall be determined by the Trustees and computed on each Distribution Date forthe calendar month ending on the Distribution Date or, if the Distribution Date does not coincidewith the last day of a calendar month, for the last calendar month ended immediately preceding the


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Distribution Date. Except as otherwise provided in the terms of a particular series of PreferredUnits as fixed by the Trustees in accordance with section 5.2.1(a), income and net taxable capitalgains for purposes of the Income Tax Act (Canada) will be allocated to Unitholders in the sameproportions as distributions received by Unitholders.

10.2 DISTRIBUTIONS PAYABLE

On each Distribution Date specified herein or which may be determined by the Trustees,the Distributions determined and calculated in accordance with section 10.1 shall be payableproportionately to persons who (subject to section 5.16) are holders of Units on the record date fordistribution in respect of each such distribution, subject to the preferential entitlements of theholders of the Preferred Units.

For greater certainty, it is hereby expressly declared that a holder of Equity Interests shallhave the legal right to enforce payment of any amount which is required to be payable by thisDeclaration of Trust. The Trustees, if they so determine when income has been accrued but notcollected may, on a temporary basis, transfer sufficient monies from the capital to the incomeaccount of the Trust to permit distributions of income which are payable to be effected.

The Trustees may, in their discretion, at any time or times during any year, declareadditional amounts to be distributable to persons who are holders of Units as at the record date forsuch distribution.

The Trust shall pay or declare payable to holders of Preferred Units of each series as mayfrom time to time be issued and outstanding, and the holders of such Preferred Units will have a rightto receive, such portion of the income of the Trust as the Trustees have determined to distribute tosuch holders of Preferred Units as prescribed by the rights, privileges, restrictions and conditionsestablished by the Trustees on the creation of such series of Preferred Units. For so long as anyPreferred Units remain issued and outstanding, the Trust shall not pay or declare payable any amountto holders of Units (other than amounts that are paid solely through the issuance of additional Units)unless and until the distribution entitlements of the Preferred Units have been paid in full.

Cash distributions shall be made by cheque payable to or to the order of the Unitholder orby such other manner of payment as may be approved by the Trustees from time to time. Thepayment, if made by cheque, shall be conclusively deemed to have been made upon hand-deliveryof a cheque to the Unitholder or to his agent duly authorized in writing or upon the mailing of acheque by prepaid first-class mail addressed to the Unitholder at his address as it appears on theRegister unless the cheque is not paid on presentation. The Trustees may issue a replacementcheque if they are satisfied that the original cheque has not been received or has been lost ordestroyed upon being furnished with such evidence of loss, indemnity or other document inconnection therewith that they may in their discretion consider necessary.

10.3 AUTOMATIC REINVESTMENT

The Trustees may in their sole discretion, establish a distribution reinvestment plan at anytime providing for the voluntary reinvestment of distributions of income by Unitholders.

10.4 INCOME TAX MATTERS

In computing the income of the Trust for income tax purposes, the Trust shall claim themaximum amount allowable to it in respect of the capital cost allowance of the Trust and thecumulative eligible capital of the Trust, except as otherwise determined by the Trustees, and to theextent permitted by the Income Tax Act (Canada) may apply non-capital losses for prior years andany losses (other than capital losses) realized in the year to reduce tax payable or taxable capitalgains of the Trust, and shall, to the extent permitted by the Income Tax Act (Canada), deduct suchportion of the income paid or payable to Unitholders in the year in excess of any capital costallowance and cumulative eligible capital claimed and any losses applied to reduce tax payable ontaxable capital gains pursuant to this section.


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10.5 DESIGNATION OF TAXABLE DIVIDENDS, TAXABLE CAPITAL GAINS AND FOREIGN INCOME

In accordance with and to the extent permitted by the Income Tax Act (Canada), theTrustees in each year shall make such designations in respect of the amounts payable or deemed tohave been payable to or on behalf of Unitholders for such amounts that the Trustees consider to bereasonable in all of the circumstances, including designations relating to taxable dividends receivedby the Trust in the year on shares of taxable Canadian corporations, net capital gains realized bythe Trust in the year and foreign source income of the Trust for the year.

10.6 DEFINITIONS

Unless the context otherwise requires, any term in Article I or this Article X which isdefined in the Income Tax Act (Canada) shall have for the purposes of Article I and this Article Xthe meaning that it has in the Income Tax Act (Canada).

ARTICLE XIFEES AND EXPENSES

11.1 EXPENSES

The Trust may pay reasonable expenses incurred in connection with the administration andmanagement of the Trust, including, without limitation, fees of auditors, lawyers, appraisers,registrars and transfer agents and other agents, consultants and professional advisors employed byor on behalf of the Trust and the cost of reporting or giving notices to Unitholders.

11.2 PAYMENT OF REAL PROPERTY AND BROKERAGE COMMISSIONS

The Trust may pay real property and brokerage commissions at commercial rates in respectof the acquisition and disposition of any investment acquired or disposed of by it.

11.3 PROPERTY MANAGEMENT, LEASING AND FINANCING FEES

The Trust may pay property management fees, leasing fees, financing fees and similar feesnormally charged by property managers, all at commercial rates in respect of any real propertyowned by it.

11.4 INDEMNIFICATION OF UNITHOLDERS FOR TRANSFER TAXES

Unitholders who acquire Equity Interests through the facilities of a stock exchange shall atall times be indemnified and saved harmless out of the funds of the Trust from and against any andall claims which may be made of them for the payment of any tax, charge, or other levy imposedby a taxing authority in connection with the transfer of an interest in real property.

ARTICLE XIIAMENDMENTS TO THE DECLARATION OF TRUST

12.1 AMENDMENTS BY THE TRUSTEES

The Trustees may make the following amendments to this Declaration of Trust in their solediscretion and without the approval of Unitholders:

(a) amendments for the purpose of ensuring continuing compliance with applicablelaws, regulations, requirements or policies of any governmental authority havingjurisdiction over the Trustees or over the Trust, its status under the Income TaxAct (Canada) or the distribution of Equity Interests;

(b) amendments which, in the opinion of the Trustees, provide additional protectionfor Unitholders;

(c) amendments which, in the opinion of the Trustees, are necessary or desirable toremove conflicts or inconsistencies in the Declaration of Trust;


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(d) amendments of a minor or clerical nature or to correct typographical mistakes,ambiguities or manifest omissions or errors which amendments in the opinion ofthe Trustees are necessary or desirable and not prejudicial to the Unitholders;

(e) such amendments to the Declaration of Trust as they in their discretion deemnecessary or desirable as a result of changes in the taxation laws or accountingstandards from time to time which may affect the Trust or its beneficiaries; and

(f) amendments which in the opinion of the Trustees are not prejudicial toUnitholders and are necessary or desirable.

12.2 RATIFYING AMENDMENTS TO DECLARATION OF TRUST

(a) The Trustees shall submit any amendment to the Declaration of Trust that hasnot been approved by the Unitholders pursuant to section 12.1, other thanamendments pursuant to section 4.5, 12.1(a), 12.1(d) or 12.1(e), or ascontemplated by section 5.2.1 and amendments the Trustees determine arenecessary or advisable pursuant to or in connection with applicable tax laws,securities laws, accounting rules or other applicable laws or regulations or suchamendments, the equivalent of which, would not otherwise be required to beratified by shareholders pursuant to the Canada Business Corporations Act, tothe Unitholders at the next meeting of Unitholders and the Unitholders entitledto vote on the amendment may, by a vote representing at least a majority of theEquity Interests voted, in person or by proxy, confirm, reject or amend theamendment to the Declaration of Trust.

(b) An amendment to this Declaration of Trust which the Trustees are expresslyempowered to make pursuant to the terms hereof is effective from the date theamended Declaration of Trust is signed which reflects the amendment approvedby the Trustees until, if required, it is confirmed, confirmed as amended orrejected by the Unitholders under subsection (a) or until it ceases to be effectiveunder subsection (c) and, where the amendment is confirmed or confirmed asamended, it continues in effect in the form in which it was so confirmed.

(c) If an amendment to this Declaration of Trust is rejected by the Unitholders, or ifthe Trustees do not submit an amendment to the Unitholders as required undersubsection (a), the amendment ceases to be effective immediately after themeeting of Unitholders referred to in subsection (a) and no subsequentresolution of the Trustees to amend the Declaration of Trust having substantiallythe same purpose or effect is effective until it is confirmed or confirmed asamended by the Unitholders. The Trustees shall sign an amended and restatedDeclaration of Trust which removes the rejected or unapproved amendment.

12.3 AMENDMENTS BY UNITHOLDERS

Subject to sections 2.5, 6.7(c) and 12.4, this Declaration of Trust may be amended by the voteof a majority of the votes cast at a meeting of Unitholders entitled to vote called for that purpose.

12.4 TWO-THIRDS UNITHOLDER VOTE

Subject to sections 2.5, 4.5, 6.7(c), and 9.2, no amendment may be made which wouldchange any right with respect to any outstanding Equity Interests of the Trust by reducing theamount payable thereon upon termination of the Trust, by diminishing or eliminating any votingrights pertaining thereto or which would relate to the duration or termination of the Trust or anysale, lease or exchange of all or substantially all of the property or assets of the Trust, except by theaffirmative vote of at least two-thirds of the votes cast at a meeting of Unitholders entitled to votecalled for that purpose.


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ARTICLE XIIITERMINATION OF THE TRUST

13.1 DURATION OF THE TRUST

Unless the Trust is sooner terminated as otherwise provided herein, the Trust shall continuein such manner that the Trustees shall have all the powers and discretions, expressed and implied,conferred upon them by law or by this Declaration of Trust.

13.2 TERMINATION BY UNITHOLDERS

Subject to section 6.7(e), the Trust may be terminated by the vote of at least two-thirds ofthe votes cast by holders of each class of Equity Units at a meeting of Unitholders called for thatpurpose.

13.3 EFFECT OF TERMINATION

Upon the termination of the Trust, the liabilities of the Trust shall be discharged with duespeed and the net assets of the Trust shall be liquidated and the proceeds distributed to holders ofissued and outstanding Preferred Units in accordance with the rights, privileges, restrictions andconditions attached to the Preferred Units, with the remaining balance of the proceeds distributedproportionately to the holders of Units. Such distribution may be made in cash or in securities orpartly in both, all as the Trustees in their sole discretion may determine.

ARTICLE XIVLIABILITIES OF THE TRUSTEES AND OTHERS

14.1 LIABILITY AND INDEMNIFICATION OF THE TRUSTEES, OFFICERS AND EMPLOYEES

The Trustees, officers and other employees of the Trust shall at all times be indemnifiedand saved harmless out of the funds of the Trust from and against all claims whatsoever, includingcosts, charges and expenses in connection therewith, brought, commenced or prosecuted againstany of them for or in respect of any act, deed, matter or thing whatsoever made, done, acquiescedin or omitted in or about or in relation to the execution of their duties as Trustees, officers oremployees, as the case may be, and also from and against all other costs, charges, and expenseswhich they sustain or incur in or about or in relation to the affairs of the Trust. Further, no suchperson shall be liable to the Trust or to any Unitholder or annuitant or any other person for any lossor damage relating to any matter regarding the Trust, including any loss or diminution in the valueof the Trust or its assets. The foregoing sentences do not apply unless:

(a) the person acted honestly and in good faith with a view to the best interests ofthe Trust; and

(b) in the case of a criminal or administrative action or proceeding that is enforcedby a monetary penalty, the person had reasonable grounds for believing hisconduct was lawful.

14.2 LIABILITY OF TRUSTEES, OFFICERS AND EMPLOYEES

The Trustees, officers and other employees of the Trust, shall not be liable to the Trust or toany Unitholder, annuitant or any other person for the acts, omissions, receipts, neglects or defaultsof any person, firm or corporation employed or engaged by them as permitted hereunder, or forjoining in any receipt or act of conformity, or for any loss, damage or expense caused to the Trustthrough the insufficiency or deficiency of any security in or upon which any of the monies of orbelonging to the Trust shall be laid out or invested, or for any loss or damage arising from thebankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which anymonies, securities or property of the Trust shall be lodged or deposited, or for any loss occasionedby error in judgment or oversight on the part of the Trustees, officers or other employees or for anyother loss, damage or misfortune which may happen in the execution by such persons of theirduties hereunder, except to the extent set out in the last sentence of section 14.1.


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14.3 RELIANCE UPON ADVICE

The Trustees, officers and other employees of the Trust may rely and act upon anystatement, report or opinion prepared by or any advice received from the auditors, solicitors orother professional advisors of the Trust and shall not be responsible or held liable for any loss ordamage resulting from so relying or acting.

14.4 LIABILITY OF UNITHOLDERS AND OTHERS

No Unitholder or annuitant shall be held to have any personal liability as such, and noresort shall be had to his private property for satisfaction of any obligation or claim arising out ofor in connection with any contract or obligation of the Trust or of the Trustees or any obligationwhich a Unitholder or annuitant would otherwise have to indemnify a trustee for any personalliability incurred by the Trustees as such, but rather the assets of the Trust only are intended to beliable and subject to levy or execution for such satisfaction. Any written instrument creating anobligation which is or includes the granting by the Trust of a lease, sublease or mortgage or whichis, in the judgement of the Trustees, a material obligation shall contain a provision to the effect thatthe obligation being created is not personally binding upon, and that resort shall not be had to, norshall recourse or satisfaction be sought from, the private property of any of the Unitholders, but theproperty of the Trust or a specific portion thereof only shall be bound. If the Trust acquires any realproperty investment subject to existing contractual obligations, including obligations undermortgages and leases, the Trustees shall use their best efforts to have any such obligations modifiedso as to achieve the aforesaid disavowal of contractual liability. Further, the Trustees shall causethe operations of the Trust to be conducted, with the advice of counsel, in such a way and in suchjurisdictions as to avoid, as far as possible, any material risk of liability on the Unitholders forclaims against the Trust, and shall, to the extent which it determines to be possible and reasonable,including in the cost or premiums, to cause the Trust to carry insurance for the benefit of theUnitholders and annuitants in such amounts as they consider adequate to cover any foreseeablenon-contractual or non-excluded contractual liability. Any potential liability of the Trustees withrespect to their foregoing obligations or their failure to perform the same shall be governed by theprovisions of sections 14.1, 14.2 and 14.3.

To the extent that, notwithstanding the provisions of this section, any Unitholder, in itscapacity as such, is determined by a judgment of a court of competent jurisdiction to be, or isotherwise held, personally liable in respect of any of the liabilities of the Trust or is required toindemnify the Trustees or any other person,:

(a) any such judgment, writ of execution or similar process in respect thereof willbe enforceable only against, and will be satisfied only out of, the assets of theTrust; and

(b) in the event that, notwithstanding subsection (a), the judgment, writ of executionor similar process is enforceable against the Unitholder, or the Unitholder isotherwise held personally liable, the Unitholder will be entitled to indemnity andreimbursement out of the assets of the Trust to the full extent of the liability andfor all costs of any litigation or other proceedings in which such liability hasbeen determined, including all fees and disbursements of counsel.

The rights accruing to a Unitholder under this section 14.4 and the limitations of aUnitholder’s liability set out herein are in addition to, and do not exclude, any other rights orlimitations of liability to which such Unitholder may be lawfully entitled, pursuant to statute,regulation or otherwise, and nothing herein contained restricts the right of the Trustees toindemnify or reimburse a Unitholder out of the assets of the Trust in any appropriate situation notspecially provided herein but, for greater certainty, the Trustees have no liability to reimburseUnitholders for taxes assessed against them by reason of or arising out of their ownership of Units.


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ARTICLE XVGENERAL

15.1 EXECUTION OF INSTRUMENTS

Any two Trustees shall have authority to sign in the name and on behalf of the Trust allinstruments in writing and any instruments in writing so signed shall be binding upon the Trustwithout any further authorization or formality. The Trustees shall have power from time to time toappoint any person or persons on behalf of the Trust either to sign instruments in writing generallyor to sign specific instruments in writing.

15.2 MANNER OF GIVING NOTICE

Any notice required or permitted by the provisions of this Declaration of Trust to be givento a Unitholder shall be deemed conclusively to have been given if given either by delivery or byprepaid ordinary mail addressed to the Unitholder at his address shown on the Register, to aTrustee at the last address provided by such Trustee to the Chief Executive Officer of the Trust, orto the auditors of the Trust at the last address provided by the auditors to the Trustees, as the casemay be provided that if there is a general discontinuance of postal service due to strike, lockout orotherwise, such notice may be given by publication twice in the Report on Business section of theNational Edition of The Globe and Mail or similar section of any other newspaper having nationalcirculation in Canada provided further that if there is no newspaper having national circulation,then by publishing twice in the business section of a newspaper in each city where the Register or abranch register is maintained. Any notice so given shall be deemed to have been given on the dayfollowing that on which the letter or circular was posted or, in the case of notice being given bypublication, after publishing such notice twice in the designated newspaper or newspapers. Inproving notice was posted, it shall be sufficient to prove that such letter or circular was properlyaddressed, stamped and posted.

Any written notice or written communication given to the Trustees shall be addressed to theTrustees at the head office of the Trust, and shall be deemed to have been given on the date ofdelivery or date sent by other means of prepaid, transmitted or recorded communications or, ifmailed, five days from the date of mailing. If any such notice or communication shall have beenmailed and if regular mail service shall be interrupted by strikes or other irregularities, such noticeor communication shall be deemed to have been received 48 hours after 12:01 a.m. on the dayfollowing the resumption of normal mail service, provided that during the period that regular mailservice shall be interrupted any notice or other communication shall be given by personal deliveryor by other means of prepaid, transmitted or recorded communication.

15.3 FAILURE TO GIVE NOTICE

The failure by the Trustees, by accident or omission or otherwise unintentionally, to giveany Unitholder any notice provided for herein shall not affect the validity, effect, taking effect ortime of taking effect of any action referred to in such notice, and the Trustees shall not be liable toany Unitholder for any such failure.

15.4 TRUST AUDITORS

The auditors of the Trust shall be appointed at each annual meeting. If at any time avacancy occurs in the position of auditors of the Trust, the Trustees may appoint a firm of charteredaccountants qualified to practice in all provinces of Canada to act as the auditors of the Trust untilthe next annual meeting of Unitholders. The auditors of the Trust shall report to the Trustees andthe Unitholders on the annual financial statements of the Trust and shall fulfil such otherresponsibilities as they may properly be called upon by the Trustees to assume. The auditors shallhave access to all records relating to the affairs of the Trust. The remuneration of auditors shall befixed by the Trustees.


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15.5 FISCAL YEAR

The fiscal year of the Trust shall terminate on December 31 in each year.

15.6 REPORTS TO UNITHOLDERS AND STATEMENTS OF UNITS HELD

Within 140 days of the end of each calendar year and at least 21 days prior to each annualmeeting of Unitholders, the Trustees shall send to each Unitholder a report, including auditedcomparative financial statements for such year, prepared in compliance with applicable securitieslaws. Within 60 days after the end of each of the first three fiscal quarters, of each year, theTrustees shall send unaudited comparative financial statements for the period then ended preparedin compliance with applicable securities laws to each Unitholder. The Trustees will supplyUnitholders with any information that may be required by them in connection with their obligationsunder the Income Tax Act (Canada).

15.7 TRUST ASSETS TO BE KEPT SEPARATE

The Trustees shall maintain the assets of the Trust separate from all other property in theirpossession.

15.8 TRUSTEES MAY HOLD EQUITY INTERESTS

Subject to section 5.7, any Trustee may be a Unitholder or may be an annuitant.

15.9 RIGHT TO INSPECT DOCUMENTS AND RECORDS OF THE TRUST

(a) A Unitholder and any agent, consultant or creditor of the Trust shall have theright to examine the Declaration of Trust and any other documents or recordswhich the Trustees determine should be available for inspection by suchpersons, during normal business hours at the principal office of the Trust.

(b) Any person described in subsection (a) who wishes to examine the securitiesRegister of the Trust must first make a request to the Trust or its agent ormandatary, accompanied by an affidavit referred to in section 15.9.2. On receiptof the affidavit, the Trust or its agent or mandatary shall allow the applicantaccess to the securities Register during the normal business hours, and, onpayment of a reasonable fee, provide the applicant with an extract from thesecurities Register.

15.9.1 Information Available to Unitholders and other Securityholders

(a) Unitholders, other securityholders of the Trust and creditors and their respectivepersonal representatives, or any other person, on payment of a reasonable feetherefor and on sending the Trust or its agent or mandatary an affidavit referredto in section 15.9.2 may on application require the Trust or its agent ormandatary to provide, where available, within 10 days after receipt of theaffidavit a list (in this section referred to as the “basic list”) made up to a datenot more than 10 days before the receipt of the affidavit setting out the names ofthe Unitholders, the number of Equity Interests held by each Unitholder and theaddress of each Unitholder as shown in the records of the Trust.

(b) A person requiring the Trust to provide a basic list may, by stating in theaffidavit referred to in subsection (a) that they require supplemental lists, requirethe Trust or its agent or mandatary on payment of a reasonable fee to providesupplemental lists, where available, setting out any changes from the basic list inthe names or addresses of the Unitholders and the number of Equity Interestsowned by each Unitholder for each business day following the date the basic listis made up to.


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(c) The Trust or its agent or mandatary shall provide a supplemental list, whereavailable, required under subsection (b):

(i) on the date the basic list is furnished, where the information relates tochanges that took place prior to that date; and

(ii) on the business day following the day to which the supplemental listrelates, where the information relates to changes that take place on or afterthe date the basic list is furnished.

(d) A person requiring the Trust to furnish a basic list or a supplemental list mayalso require the Trust to include in that list the name and address of any knownholder of an option or right to acquire Equity Interests, where available.

15.9.2 Affidavits

(1) An affidavit required under sections 15.9 or 15.9.1 shall state

(a) the name and address of the applicant;

(b) the name and address for service of the body corporate, if the applicant is a bodycorporate; and

(c) that the information contained in the securities register obtained pursuant tosection 15.9 or the basic list and any supplemental lists obtained pursuant tosection 15.9.1, as the case may be, will not be used except as permitted undersubsection 15.9.3.

15.9.3 Use of Information

(a) a list of Unitholders or information from a securities register obtained undersection 15.9 or 15.9.1 shall not be used by any person except in connection with

(i) an effort to influence the voting of Unitholders of the Trust;

(ii) an offer to acquire securities of the Trust; or

(iii) any other matter relating to the affairs of the Trust.

15.10 CONSOLIDATIONS

Any one or more Trustees may prepare consolidated copies of the Declaration of Trust as itmay from time to time be amended and may certify the same to be a true consolidated copy of theDeclaration of Trust, as amended.

15.11 COUNTERPARTS

This Declaration of Trust may be executed in several counterparts, each of which when soexecuted shall be deemed to be an original and such counterparts together shall constitute one andthe same instrument, which shall be sufficiently evidenced by any such original counterpart.

15.12 EXECUTION AND EFFECT OF RESTATED DECLARATION OF TRUST

Subject to Article XII, a restated Declaration of Trust, setting forth the terms of thisDeclaration of Trust, as amended to the time of execution, may be executed at any time or fromtime to time by the Trustees and such restated Declaration of Trust as so executed shall thereafterbybe effective and may thereafter be referred to in lieu of the original Declaration of Trust as soamended; provided, however, that no such execution of a restated Declaration of Trust shall bedeemed to constitute a termination and/or resettlement of the Trust or this Declaration of Trust.


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15.13 SEVERABILITY

The provisions of this Declaration of Trust are severable and if any provisions are inconflict with any applicable law, the conflicting provisions shall be deemed never to haveconstituted a part of the Declaration of Trust and shall not affect or impair any of the remainingprovisions thereof.

15.14 HEADINGS FOR REFERENCE ONLY

The headings preceding the articles and sections hereof have been inserted for convenienceof reference only and shall not be construed to affect the meaning, construction or effect of thisDeclaration of Trust.

15.15 GOVERNING LAW

This Declaration of Trust shall be interpreted and take effect in accordance with the laws ofthe Province of Ontario.


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IN WITNESS WHEREOF the Trustees have caused these presents to be signed andsealed as of the 17th day of June , 20152020.

Bonnie Brooks Clare R. CopelandRichard Dansereau

Raymond M. Gelgoot Paul Godfrey

Paul Godfrey Dale H. LastmanJane Marshall

Jane Marshall Sharon SallowsLucVanneste

Edward Sonshine, Q.C. Charles WinogradSiim Vanaselja

Charles Winograd


APPENDIX C – DECLARATION OF TRUST AMENDMENT RESOLUTION

ORDINARY RESOLUTION OF THE UNITHOLDERS OFRIOCAN REAL ESTATE INVESTMENT TRUST

(THE “TRUST”)

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF UNITHOLDERS THAT:

1. The amended and restated declaration of trust of the Trust, approved by the board of trustees(the “Board”) on June 17, 2015 be replaced with the second amended and restated declaration oftrust approved by the Board on April 2, 2020 (the “Second Amended and Restated Declarationof Trust”), as described in the management information circular of the Trust dated April 13, 2020and attached thereto;

2. The Second Amended and Restated Declaration of Trust is hereby affirmed, ratified andapproved;

3. Any trustee or officer of the Trust is authorized to execute or cause to be executed on behalfof the Trust and the trustees of the Trust or to prepare and deliver or cause to be prepared anddelivered all such documents, agreements and instruments or cause to be done all such other actsand things as such trustee or officer shall determine to be necessary or desirable in order to carryout the intent of the foregoing resolution and the matter authorized thereby, such determination tobe conclusively evidenced by the execution or preparation and delivery of such document,agreement or instrument or the doing of any such act or thing.


RIOCAN YONGE EGLINTON CENTRE2300 Yonge Street | Suite 500 | P.O. Box 2386 | Toronto, Ontario | M4P 1E4

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