DREAM OFFICE REAL ESTATE INVESTMENT TRUST. Annual Information Form

Transcription

1 DREAM OFFICE REAL ESTATE INVESTMENT TRUST Annual Information Form March 30, 2015

2 TABLE OF CONTENTS Page GLOSSARY OF TERMS... 1 GENERAL... 7 FORWARD-LOOKING INFORMATION... 7 NON-GAAP MEASURES... 8 OUR STRUCTURE... 9 GENERAL DEVELOPMENT OF THE BUSINESS Acquisitions and Dispositions Development Properties Appointment of Chief Executive Officer and Chief Operating Officer Equity and Debt Offerings Redemption of Debentures Normal Course Issuer Bid Amendments to Declaration of Trust RECENT DEVELOPMENTS Current Discussions Regarding Acquisitions and Dispositions DESCRIPTION OF THE BUSINESS Objectives Strategy REAL ESTATE PORTFOLIO Our Properties ASSESSMENTS OF THE PROPERTIES Environmental Site Assessments Building Condition Assessments INDEBTEDNESS Mortgage Financing Convertible Debentures Non-Convertible Debentures Demand Revolving Credit Facilities Term Loan Facility Additional Financing TRUSTEES AND OFFICERS Committees Audit Committee Term of Office Independent Trustee Matters Management of Dream Office REIT Conflict of Interest Restrictions and Provisions Individual Non-Competition Agreements Governance of Dream Office REIT REAL ESTATE MANAGEMENT AND ADVISORY SERVICES Asset Management Agreement Property Management Shared Services and Cost Sharing Agreement DAM Non-Competition Agreement Opportunities Agreement EMPLOYEES i

3 TABLE OF CONTENTS Page INVESTMENT GUIDELINES AND OPERATING POLICIES Investment Guidelines of Dream Office REIT Investment Guidelines of Dream Office LP Operating Policies of Dream Office REIT Operating Policies of Dream Office LP DISTRIBUTION POLICY General DRIP DECLARATION OF TRUST AND DESCRIPTION OF REIT UNITS REIT A Units and REIT B Units Special Trust Units Issuance of REIT Units Purchase of REIT Units REIT Unit Redemption Right Meetings of Unitholders Limitation on Non-Resident Ownership Amendments to the Declaration of Trust and Other Documents Effect of Termination Take-Over Bids Information and Reports DESCRIPTION OF DEBENTURES Description of 3.424% Series A Debentures, Series B Debentures and 4.074% Series C Debentures Description of Series H, Series K and Series L Debentures CREDIT RATINGS DESCRIPTION OF DREAM OFFICE LP General Dream Office General Partner Partnership Units Amendments to Dream Office LP Limited Partnership Agreement Distributions Allocation of Net Income and Losses Functions and Powers of Dream Office General Partner Restrictions on the Authority of Dream Office General Partner Reimbursement of Dream Office General Partner Limited Liability RISK FACTORS MARKET FOR SECURITIES Trading Price and Volume Prior Sales of Unlisted Securities INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS MATERIAL CONTRACTS LEGAL PROCEEDINGS INTEREST OF EXPERTS TRANSFER AGENT AND REGISTRAR ADDITIONAL INFORMATION SCHEDULE A AUDIT COMMITTEE CHARTER... A-1 SCHEDULE B LIST OF PROPERTIES... B-1 ii

4 GLOSSARY OF TERMS When used in this annual information form, the following terms have the meanings set forth below unless expressly indicated otherwise: 2014 MD&A means the management s discussion and analysis of Dream Office REIT in respect of our 2014 financial year filed on SEDAR on February 19, Month CDOR has the meaning given to it in Description of Debentures Description of Series A, Series B and Series C Debentures % Series A Debentures means the 3.424% Series A senior unsecured debentures of Dream Office REIT due June 13, % Series C Debentures means the 4.074% Series C senior unsecured debentures of Dream Office REIT due January 21, % Series H Debentures means the 5.50% Series H convertible unsecured subordinated debentures of Whiterock REIT due March 31, 2017 assumed by Dream Office REIT. 5.95% Series K Debentures means the 5.95% senior unsecured debentures, Series K of Whiterock REIT due April 26, 2016 assumed by Dream Office REIT. 5.95% Series L Debentures means the 5.95% senior unsecured debentures, Series L of Whiterock REIT due September 30, 2016 assumed by Dream Office REIT. Adjusted Unitholders Equity means, at any time, the aggregate of: (i) the amount of unitholders equity; and (ii) the amount of accumulated depreciation and amortization recorded on the books and records of Dream Office REIT and its Subsidiaries in respect of their properties, in each case calculated in accordance with GAAP. Affiliate means an affiliate within the meaning of National Instrument Prospectus and Registration Exemptions. AIF means this annual information form of Dream Office REIT. Asset Management Agreement means the amended and restated asset management agreement dated December 31, 2007 between Dream Office REIT, Partnership A, Partnership B, Dream Office LP and the Asset Manager, as amended or amended and restated from time to time. Asset Manager means DAM, acting in its capacity as the asset manager pursuant to the Asset Management Agreement. Board or Board of trustees means the board of trustees of Dream Office REIT. BNY means BNY Trust Company of Canada. Business Day means any day other than a Saturday or a Sunday on which Schedule I Canadian chartered banks are open for business in Toronto, Ontario. CIBC Mellon means CIBC Mellon Trust Company. DAM means DREAM Asset Management Corporation (formerly Dundee Realty Corporation), a corporation governed by the laws of the Province of British Columbia and a Subsidiary of Dream. DAM Administrative Services Agreement means the administrative services agreement dated May 12, 2006 between DAM and Dream Office Management LP. DAM Master Asset Transfer Agreement means the agreement dated June 30, 2003 between DAM and Dream Office LP pursuant to which all of the Properties held directly or indirectly by DAM were transferred to Dream Office LP.

5 DAM Non-Competition Agreement means the agreement dated June 30, 2003 between DAM, Dream Office LP and Dream Office REIT pursuant to which DAM agreed to certain non-competition arrangements with Dream Office REIT and Dream Office LP. DBRS means DBRS and any entity providing ratings under such business name or its successor. Debentures means, collectively, the 3.424% Series A Debentures, the Series B Debentures, the 4.074% Series C Debentures, the 5.50% Series H Debentures, the 5.95% Series K Debentures and the 5.95% Series L Debentures. Declaration of Trust means the amended and restated declaration of trust of Dream Office REIT dated May 8, 2014, as amended or amended and restated from time to time. Deferred Unit Incentive Plan means the deferred unit incentive plan of Dream Office REIT. Distributable Income means, for any period, the net income of Dream Office REIT and its applicable consolidated Subsidiaries for such period set out in its consolidated financial statements prepared as if Dream Office REIT s only assets are units and notes of Partnership A and all amounts on deposit in the bank account maintained for the REIT A Units, as determined in accordance with GAAP, adjusted as follows: (i) depreciation and amortization (except for amortization of deferred financing costs and nonrecoverable deferred maintenance, all as incurred after the formation of Dream Office REIT on June 30, 2003) and amortization of fair value debt adjustments shall be excluded; (ii) costs incurred with respect to distribution reinvestment plans, unit purchase plans, unit option plans, deferred unit plans or any other unit compensation incentive plan or similar plan shall be added back; (iii) any gains or losses on the disposition of any real property, any future income tax expenses or benefits and non-cash rental revenues recognized on a straight line basis or recognized as a result of the amortization of above or below market in-place leases recorded on an acquisition of a rental property shall be excluded, and (iv) to reflect any other adjustments determined to be appropriate by a majority of the trustees in their discretion. Distributable Series B Income means, for any period, the net income of Dream Office REIT and its applicable consolidated Subsidiaries for such period set out in its consolidated financial statements prepared as if Dream Office REIT s only assets are units and notes of Partnership B and all amounts on deposit in the bank account maintained for the REIT B Units, as determined in accordance with GAAP, adjusted as follows: (i) depreciation and amortization (except for amortization of deferred financing costs and non-recoverable deferred maintenance, all as incurred after the formation of Dream Office REIT on June 30, 2003) and amortization of fair value debt adjustments shall be excluded; (ii) costs incurred with respect to distribution reinvestment plans, unit purchase plans, unit option plans, deferred unit plans or any other unit compensation incentive plan or similar plan shall be added back; (iii) any gains or losses on the disposition of any real property, any future income tax expenses or benefits and non-cash rental revenues recognized on a straight line basis or recognized as a result of the amortization of above or below market in-place leases recorded on an acquisition of a rental property shall be excluded, and (iv) to reflect any other adjustments determined to be appropriate by a majority of the trustees in their discretion. Distribution Date means with respect to a distribution of Distributable Income or Distributable Series B Income by us, a Business Day determined by our trustees for any calendar month to be on or about the 15th day of the following month or such other date as may be determined from time to time by our trustees or otherwise in accordance with our Declaration of Trust with respect to all distributions. Distribution Record Date means, until otherwise determined by our trustees, the last Business Day of each month of each year, except for the month of December where the Distribution Record Date shall be December 31. Dream means DREAM Unlimited Corp., a corporation governed by the laws of the Province of Ontario. Dream Global REIT means Dream Global Real Estate Investment Trust (formerly Dundee International Real Estate Investment Trust), an open-ended real estate investment trust formed under the laws of the Province of Ontario. 2

6 Dream Industrial REIT means Dream Industrial Real Estate Investment Trust (formerly Dundee Industrial Real Estate Investment Trust), an open-ended real estate investment trust formed under the laws of the Province of Ontario. Dream Office General Partner means Dream Office (GP) Inc. (formerly Dundee Properties (GP) Inc.), a corporation incorporated under the laws of the Province of Ontario that is wholly-owned by Dream Office REIT and is the general partner of Dream Office LP. Dream Office LP means Dream Office LP (formerly Dundee Properties Limited Partnership), a limited partnership formed under the laws of the Province of Ontario of which Office General Partner is the general partner and Partnership A, Partnership B and certain other persons are the sole limited partners. Dream Office LP Limited Partnership Agreement means the amended and restated limited partnership agreement of Dream Office LP dated July 21, 2014, as it may be amended or amended and restated from time to time. Dream Office Management means Dream Office Management Corp. (formerly Dundee Realty Management Corp.), a wholly-owned Subsidiary of Dream Office Management LP existing under the laws of the Province of Ontario. Dream Office Management LP means Dream Office Management LP (formerly Dundee Management Limited Partnership), a limited partnership formed under the laws of the Province of Ontario of which Dream Office Management (GP) Inc. (formerly Dundee Management (GP) Inc.) (a corporation owned by Dream Office LP) is the sole general partner and Dream Office LP is the sole limited partner. Dream Office Management LP Limited Partnership Agreement means the amended and restated limited partnership agreement of Dream Office Management LP dated July 2, Dream Office REIT means Dream Office Real Estate Investment Trust, an open-ended real estate investment trust formed under the laws of the Province of Ontario. Dream Office REIT Administrative Services Agreement means the amended and restated administrative services agreement dated December 31, 2007 between Dream Office REIT, Dream Office LP, Partnership A, Partnership B and Dream Office Management LP. DRIP means our distribution reinvestment and unit purchase plan pursuant to which holders of REIT A Units and REIT B Units are entitled to elect to have cash distributions in respect of such units automatically reinvested in additional REIT A Units and to make optional cash purchases of additional REIT A Units. Dundee Consolidated Properties Master Asset Transfer Agreement means the agreement dated June 30, 2003 between Dundee Consolidated Properties (a limited partnership wholly-owned by DAM) and Dream Office LP setting out the terms and conditions pursuant to which Dundee Consolidated Properties transferred or caused to be transferred to Dream Office LP all of the Properties held directly or indirectly by Dundee Consolidated Properties. Exchange and Support Agreement means the amended and restated exchange and support agreement dated December 31, 2007 between Dream Office REIT, Partnership A, Partnership B, Dream Office LP and holders of exchangeable units of Dream Office LP, as it may be amended or amended and restated from time to time. GAAP means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Professional Accountants of Canada in Part I of The Canadian Professional Accountants of Canada Handbook Accounting, as amended from time to time. GE Real Estate means General Electric Capital Canada or its affiliates or divisions of its affiliates, as the context requires. GLA means gross leasable area. 3

7 Governance Agreement means the amended and restated governance agreement dated December 31, 2007 between Dream Office REIT, Dream Office General Partner and Dundee Corporation, as amended or amended and restated from time to time. GP A Co. means Dream Office OTA (GP) Inc. (formerly Dundee Properties OTA (GP) Inc.), a corporation governed by the laws of Ontario that is a wholly-owned Subsidiary of Dream Office REIT. GP B Co. means Dream Office OTB (GP) Inc. (formerly Dundee Properties OTB (GP) Inc.), a corporation governed by the laws of Ontario that is a wholly-owned Subsidiary of Dream Office REIT. Indentures means, collectively, the trust indentures and supplemental indentures governing the Debentures, as amended, supplemented or restated from time to time. Independent Trustee means an independent trustee for the purposes of the Declaration of Trust. Individual Non-Competition Agreements means the agreements dated June 30, 2003 (in the case of individuals other than Ms. Ferstman and Mr. Jackman, dated September 11, 2003 and in the case of Mr. Jackman and Ms. Ferstman, dated May 14, 2010), between Dream Office REIT, Dream Office LP and each of our trustees and officers pursuant to which such trustees and officers have agreed to certain noncompetition arrangements with Dream Office REIT and Dream Office LP. interest coverage ratio means our net rental income plus interest and fee income, less general and administrative expenses, all divided by interest expense on total debt. The components used in the determination of interest coverage ratio include our share from investment in joint ventures. Management believes our interest coverage ratio is an important measure in determining our ability to cover interest expense based on our operating performance; however, it is not defined by IFRS, does not have a standard meaning and may not be comparable with similar measures presented by other real estate investment trusts. See our 2014 MD&A for a calculation of our interest coverage ratio for the years ended December 31, 2014 and December 31, Interest Period has the meaning given to it in Description of Debentures Description of Series A, Series B and Series C Debentures. Interest Reset Date has the meaning given to it in Description of Debentures Description of Series A, Series B and Series C Debentures. LP Class A Units means the LP Class A limited partnership units of Dream Office LP. LP B Units or LP Class B Units, Series 1 means the LP Class B, Series 1 limited partnership units of Dream Office LP. LP Class B Units, Series 2 means the LP Class B, Series 2 limited partnership units of Dream Office LP. LP Class B Units means, collectively, the LP B Units and the LP Class B Units, Series 2. Master Asset Transfer Agreements means the Dundee Consolidated Properties Master Asset Transfer Agreement and the DAM Master Asset Transfer Agreement and any other agreement entered into between affiliates of DAM and Dream Office LP for the purposes of transferring the Properties to Dream Office LP in connection with the Reorganization. Master Property Management Agreement means the master property management agreement dated June 30, 2003 between Dream Office REIT, Dream Office Management LP, Dream Office LP and DAM. Minister means the Minister of Finance (Canada). NI means National Instrument Certification of Disclosure in Issuers Annual and Interim Filings. NI means National Instrument Audit Committees. NOI means the total of net rental income, including the share of net rental income from investment in joint ventures and property management income, excluding net rental income from properties sold and 4

8 assets held for sale. NOI is an important measure of performance used by management in evaluating property operation however, it is not defined by IFRS, does not have a standard meaning and may not be comparable with similar measures presented by other investment trusts. See our 2014 MD&A for a reconciliation of NOI to net rental income. Non-Resident means a non-resident of Canada within the meaning of the Tax Act. OBCA means the Business Corporations Act (Ontario), as amended. Opportunities Agreement means the opportunities agreement dated October 4, 2012 between DAM, Dream Office REIT, Dream Global REIT and Dream Industrial REIT, as described under Real Estate Management and Advisory Services Opportunities Agreement. Partnership A means Dream Office OTA LP (formerly Dundee Properties OTA Limited Partnership), a limited partnership formed under the laws of the Province of Ontario of which GP A Co. is the general partner and Dream Office REIT is the sole limited partner. Partnership B means Dream Office OTB LP (formerly Dundee Properties OTB Limited Partnership), a limited partnership formed under the laws of the Province of Ontario of which GP B Co. is the general partner and Dream Office REIT is the sole limited partner. Plans means trusts governed by registered retirement savings plans, registered retirement income funds and deferred profit sharing plans under the Tax Act. Properties means the commercial revenue producing properties listed under Real Estate Portfolio held indirectly by Dream Office REIT through Dream Office Properties LP and its Subsidiaries. REIT means real estate investment trust. REIT A Units means the REIT Units, Series A of Dream Office REIT, each representing an undivided beneficial interest in any distributions from Dream Office REIT derived from Dream Office REIT s investment in securities of Partnership A. REIT B Units means the REIT Units, Series B of Dream Office REIT, each representing an undivided beneficial interest in any distributions from Dream Office REIT derived from Dream Office REIT s investment in securities of Partnership B. REIT Exception means the exception under the SIFT Rules applicable to certain real estate investment trusts that satisfy certain specified conditions relating to the nature of their income and investments. REIT Units means, collectively, the REIT A Units, the REIT B Units and the Special Trust Units, but REIT units, when units is used in lower case type, means, collectively, the REIT A Units and the REIT B Units. Related Party means, with respect to any person, a person who is a related party, as that term is defined in Multilateral Instrument Take-Over Bids and Special Transactions, as such rule may be amended from time to time (and including any successor rule or policy thereto). Reorganization means the reorganization of the business of DAM on June 30, 2003 pursuant to which substantially all of the commercial real estate division of DAM was transferred to Dream Office REIT. RESPs means trusts governed by registered education savings plans under the Tax Act. Series B Debentures means the Series B floating rate senior unsecured debentures of Dream Office REIT due January 9, SIFT means a specified investment flow-through trust or partnership for purposes of the Tax Act. SIFT Rules means the amendments to the Tax Act enacted on June 22, 2007 which modify the tax treatment of certain publicly traded trusts and partnerships that are SIFTs and their beneficiaries and partners. 5

9 Special Trust Units means the Special Trust Units of Dream Office REIT issued to the holders of LP B Units providing rights to vote (and only a nominal economic interest) as a unitholder of Dream Office REIT. Subsidiary means, with respect to any person (other than an individual), any other person that is controlled, directly or indirectly, by the person and, in addition to the foregoing, with respect to Dream Office REIT shall include GP A Co., GP B Co., Partnership A, Partnership B, Dream Office General Partner, Dream Office LP, Dream Office Management (GP) Inc. and Dream Office Management LP. Subsidiary Security means securities of a Subsidiary of Dream Office REIT. Tax Act means the Income Tax Act (Canada) and the regulations thereunder, as amended. Transition Fund Unit means a unit of interest in Dream Office REIT designated as a Transition Fund Unit and includes a fraction of a Transition Fund Unit. TSX means the Toronto Stock Exchange. Whiterock REIT means Whiterock Real Estate Investment Trust, an open-ended real estate investment trust formed under the laws of the Province of Manitoba. 6

10 GENERAL We provide high quality, well-located and reasonably priced business premises. Our portfolio comprises central business district and suburban office properties predominately located in major urban centres across Canada, including Toronto, Calgary, Edmonton, Montreal, Ottawa and Vancouver. At December 31, 2014, our ownership interests included 177 office properties (207 buildings) totalling approximately 24.3 million square feet of GLA, including 24.2 million square feet of office properties and 0.1 million square feet of redevelopment properties and properties held for sale. Dream Office REIT is an unincorporated, open-ended real estate investment trust governed by the laws of Ontario. Dream Office REIT is a mutual fund trust as defined in the Income Tax Act (Canada), but is not a mutual fund within the meaning of applicable Canadian securities legislation. Our head office is located at 30 Adelaide Street East, Suite 1600, Toronto, Ontario, M5C 3H1. Dream Office REIT s investment and operating activities are limited, because our operating activities are carried out by our Subsidiaries. For simplicity, we use terms in this AIF to refer to our investments and operations as a whole. Accordingly, in this AIF, unless the context otherwise requires, when we use terms such as we, us and our, we are referring to Dream Office REIT and its Subsidiaries. When we use expressions such as our investments, our operations or our business, we are referring to the investments, operations and business of Dream Office REIT and its Subsidiaries as a whole. When we use expressions such as our properties, our portfolio, we own or we invest in in relation to the Properties, we are referring to our ownership of and investment in the Properties indirectly through our Subsidiaries. When we use expressions such as we operate, we are referring to Dream Office REIT s operations through its Subsidiaries. When we use the expression our trustees in this AIF, we are referring to the trustees of Dream Office REIT. All information in this AIF set out with respect to occupancy rates, expiry dates, average contract rent and premium of market rent over contract rent of our Properties does not give effect to the rent supplement described in this AIF. Where we refer to the term market rent, we have estimated market rent through reference to recent leasing activity in the market, leasing interest in the Properties and publicly available market research. Where we refer to the term square feet, we are referring to square feet of GLA, unless otherwise indicated. Certain market information has been obtained from CBRE, Canadian Market Statistics, Fourth Quarter 2014, a publication prepared by a commercial firm that provides information relating to the real estate industry. Although we believe this information is reliable, the accuracy and completeness of this information is not guaranteed. We have not independently verified this information and make no representation as to its accuracy. Unless otherwise specified, all information in this AIF is presented as at December 31, FORWARD-LOOKING INFORMATION Certain information in this AIF may constitute forward-looking information within the meaning of applicable securities legislation. The forward-looking information in this AIF is presented for the purpose of providing disclosure of the current expectations of our future events or results, having regard to current plans, objectives and proposals, and such information may not be appropriate for other purposes. Forward-looking information may also include information regarding our respective future plans or objectives and other information that is not comprised of historical fact. Forward-looking information is predictive in nature and depends upon or refers to future events or conditions; as such, this AIF uses words such as may, would, could, should, will likely, expect, anticipate, believe, 7

11 intend, plan, forecast, project, estimate and similar expressions suggesting future outcomes or events to identify forward-looking information. Any such forward-looking information is based on information currently available to us, and is based on assumptions and analyses made by us in light of our respective experiences and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances, including but not limited to: that no unforeseen changes in the legislative and operating framework for our business will occur, including unforseen changes to tax laws; that we will meet our future objectives and priorities; that we will have access to adequate capital to fund our future projects and plans; that our future projects and plans will proceed as anticipated; and that future market and economic conditions will occur as expected. However, whether actual results and developments will conform with the expectations and predictions contained in the forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, and the effects of which can be difficult to predict. Factors that could cause actual results or events to differ materially from those described in the forward-looking information include, but are not limited to: adverse changes in general economic and market conditions; our inability to raise additional capital; our inability to execute strategic plans and meet financial obligations; risks associated with our anticipated real estate operations and investment holdings in general, including environmental risks, market risks, and risks associated with inflation, changes in interest rates and other financial exposures. For a further description of these and other factors that could cause actual results to differ materially from the forward-looking information contained, or incorporated by reference, in this AIF, see the risk factors discussed under Risk Factors in this AIF. In evaluating any forward-looking information contained, or incorporated by reference, in this AIF, we caution readers not to place undue reliance on any such forward-looking information. Any forwardlooking information speaks only as of the date on which it was made. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking information contained, or incorporated by reference, in this AIF to reflect subsequent information, events, results, circumstances or otherwise. NON-GAAP MEASURES Dream Office REIT s consolidated financial statements are prepared in accordance with IFRS. In this AIF, Dream Office REIT discloses and discusses certain non-ifrs financial measures including interest coverage ratio and NOI, as well as other measures discussed elsewhere in this AIF. These non-ifrs measures are not defined by IFRS, do not have a standardized meaning and may not be comparable with similar measures presented by other issuers. Dream Office REIT has presented such non-ifrs measures as management believes they are relevant measures of our underlying operating performance and debt management. Non-IFRS measures should not be considered as alternatives to net income, total comprehensive income, cash flows generated from operating activities or comparable metrics determined in accordance with IFRS as indicators of Dream Office REIT s performance, liquidity, cash flow and profitability. See the Glossary of Terms for definitions of interest coverage ratio and NOI. For a full description of these measures and, where applicable, a reconciliation to the most directly comparable measure calculated in accordance with IFRS please refer to the Non-GAAP Measures section in our 2014 MD&A. 8

12 OUR STRUCTURE The following chart is a simplified illustration of our organizational structure as at December 31, 2014: Dream Office REIT Common Shares Common Shares GP interest GP A Co. LP interest GP B Co. GP interest Partnership A Partnership B LP Class A Units LP Class B Units, Series 2 Dream Office LP Properties Notes: (1) As at December 31, 2014, Dundee Corporation, through its subsidiaries, beneficially held an equity interest in Dream Office LP of approximately 0.2%. As at the same date, DAM beneficially held an equity interest in Dream Office LP of approximately 1.1%. Dundee Corporation, through its subsidiaries, and DAM each beneficially held a corresponding voting interest in Dream Office REIT by virtue of its holding of Special Trust Units. The ownership interests of Dundee Corporation and DAM in Dream Office LP are not reflected in the above organizational chart as their holdings are de minimus. (2) Partnership A and Partnership B own all of the voting limited partnership units of Dream Office LP, which collectively represent an equity interest in Dream Office LP of approximately 98.7% as at December 31, The general partner of Dream Office LP is Dream Office GP, which is wholly-owned by Dream Office REIT. (3) Properties may be held by Dream Office LP indirectly. 9

13 Our principal Subsidiary entities are described below: Dream Office OTA LP ( Partnership A ) - a limited partnership governed by the laws of Ontario. Partnership A is one of two holding entities for our interest in Dream Office LP. All of the limited partnership interests in Partnership A are held by Dream Office REIT. The general partner of Partnership A is Dream Office OTA (GP) Inc., a corporation governed by the laws of Ontario that is a wholly-owned Subsidiary of Dream Office REIT. Dream Office OTB LP ( Partnership B ) - a limited partnership governed by the laws of Ontario. Partnership B is one of two holding entities for our interest in Dream Office LP. All of the limited partnership interests in Partnership B are held by Dream Office REIT. The general partner of Partnership B is Dream Office OTB (GP) Inc., a corporation governed by the laws of Ontario that is a wholly-owned Subsidiary of Dream Office REIT. Dream Office LP ( Dream Office LP ) - a limited partnership governed by the laws of Ontario. Dream Office LP holds direct and indirect interests in our commercial revenue producing properties. Dream Office LP is also the entity through which certain persons hold a portion of their economic interest in our business. Dream Office REIT indirectly owns all of the voting limited partnership units of Dream Office LP, while those other persons beneficially hold all of the non-voting limited partnership units of Dream Office LP. Dream Office Management LP ( Dream Office Management LP ) - a limited partnership governed by the laws of Ontario. Dream Office Management LP holds all of the issued and outstanding shares of Dream Office Management. Dream Office Management LP manages substantially all of our properties and provides certain services to us, with the assistance of its wholly-owned Subsidiary, Dream Office Management. Dream Office REIT indirectly holds all of the voting units of Dream Office Management LP. The general partner of Dream Office Management LP is Dream Office Management (GP) Inc., a corporation incorporated under the laws of Ontario. Dream Office LP holds all of the limited partnership units of Dream Office Management LP, and all of the issued and outstanding shares of its general partner. Through these interests, Dream Office LP is entitled to 100% of the distributions of income from Dream Office Management LP. Dream Office Management Corp. ( Dream Office Management ) - a corporation governed by the laws of Ontario. Dream Office Management assists Dream Office Management LP in managing substantially all of our properties. All of the issued and outstanding shares of Dream Office Management are held by Dream Office Management LP. 10

14 Acquisitions and Dispositions Acquisition Highlights GENERAL DEVELOPMENT OF THE BUSINESS The table below highlights strategic acquisitions completed since January 1, 2012 with a purchase price of more than $20 million. Additional details on certain of our key acquisitions during the past three years are set out below the table. There were no acquisitions completed in Property Name Property Type Interest Acquired (%) Acquired GLA (sq.ft.) Occupancy at date of acquisition (%) Purchase Price (1) ($000 s) Date Acquired 5001 Yonge Street, Toronto office , ,984 January 19, 2012 Whiterock portfolio (2) office, industrial, retail ,364, ,419,889 (5) March 2, Riverside Drive, Windsor office , ,014 April 26, 2012 Scotia Plaza office ,317, ,339 June 15, 2012 Transamerica portfolio (3) office and industrial , ,787 October 4, Adelaide Street East office , ,774 December 28, 2012 Broadmoor Plaza, Edmonton office , ,892 March 15, Great Northern Way, Vancouver office , ,068 April 8, rd Avenue North, Saskatoon (T&T Towers) and Bannister Road, Calgary (Parke at Fish Creek) office , ,610 April 12, Toronto Street and 137 Yonge Street, Toronto office , ,983 April 30, King Street West, Toronto office , ,730 May 24, Yonge Street, Toronto office , ,273 June 26, 2013 IBM Corporate Park, Calgary office , ,377 August 13, 2013 Notes: (1) Includes transaction costs. (2) Acquired through our acquisition of Whiterock REIT. (3) Acquired in connection with the completion of the initial public offering of Dream Industrial REIT. Acquisition of Scotia Plaza Complex On June 15, 2012, we completed our acquisition of a two-thirds interest in the Scotia Plaza complex in the heart of Toronto s financial district for $844.3 million, excluding transaction costs. At the time of acquisition, Scotia Plaza was 99.5% occupied by outstanding tenants, including Scotiabank and three of Canada s prominent law firms, and had a weighted average remaining lease term of 10.6 years. Scotia Plaza is accounted for using the equity accounting method, and is jointly managed pursuant to a joint venture agreement with our co-owner, H&R Real Estate Investment Trust ( H&R REIT ). The acquisition was financed by way of a private placement of $650.0 million of mortgage bonds issued by two special purpose limited partnerships (the SP LPs ), with our proportionate share being $433.3 million. The remainder of the purchase price was funded by the issuance of 10,392,550 REIT A Units at $35.90 per unit, for gross proceeds of $373.1 million, and by drawing on existing revolving credit facilities. The Scotia Plaza mortgage bonds have a seven year term and are secured by a first-ranking charge on the Scotia Plaza complex and related property and assets with interest to be payable semi-annually in June and December on a 30-year amortization schedule. The effective interest rate of the mortgage bonds to us 11

15 is 3.55%. Recourse with respect to the mortgage bonds is limited to the SP LPs interest in the Scotia Plaza complex and related property and assets, subject to certain customary exceptions that will permit recourse to the SP LPs, but not to Dream Office LP, Dream Office REIT or any of our other Subsidiaries. Each of the SP LPs will be jointly and severally liable for all obligations owing under the mortgage bonds and all covenants, obligations and liabilities arising under the mortgage bonds and related documents, subject to the limited recourse described above. The property manager of the Scotia Plaza complex is a limited partnership in which we have a two-thirds interest, and H&R Property Management Ltd., the property manager for the properties of H&R REIT, has a one-third interest. Dream Office LP and H&R REIT (collectively, the Limited Partners ) entered into agreements setting out the terms of their ownership and management arrangements, which include the following: all income is distributed to the Limited Partners monthly, and expenses and capital costs funded by the Limited Partners in their respective proportionate shares all decisions of the Limited Partners must be unanimous, provided that if H&R REIT transfers its interest (other than to an affiliate), all decisions will be made by Dream Office LP, acting alone, subject to certain customary exceptions a general prohibition against all transfers of ownership. In the event of a change of ownership of a Limited Partner, the other party will have the right to purchase the first party s interest at fair market value a buy-sell with a 120 day notice period, with a standstill period for five years and a minimum price of 105% of the purchase price for the Scotia Plaza complex for 10 years rights of first offer and tag along provisions recourse of each of the Limited Partners is limited to its interest in the Scotia Plaza complex, subject to certain exceptions such as payment of adjustments on a disposition. Acquisition of Whiterock REIT On March 2, 2012, we completed our acquisition of Whiterock REIT. The acquisition included $1.4 billion of investment properties. The purchase was funded with $159.8 million in cash and the issuance of 12,580,347 REIT A Units, valued at $34.56 per unit, representing total consideration of $594.6 million. Under applicable Canadian securities laws, the acquisition of Whiterock REIT was considered a significant acquisition. We filed a business acquisition report in respect of this acquisition. Dispositions Since January 1, 2012, we have sold the following properties set out below: Property Property Type Date Disposed Of ARAM Building, Calgary office February 2, 2012 West Chambers, Edmonton office August 15, Albert Street, Regina retail August 15, Don Mills, Toronto office August 30, th Avenue, Edmonton retail September 14, 2012 Bisma Centre, Calgary office September 19, Parkland Drive, Halifax retail October 4,

16 193 Malpeque Road, Charlottetown retail October 4, University Avenue, Charlottetown retail October 4, 2012 Industrial portfolio (1) industrial October 4, Barlow Trail SE, Calgary office November 30, University Park Drive, Regina retail January 31, , Quance Street East, Regina retail January 31, 2013 Riverbend Atrium, Calgary office June 3, 2014 Stockman Centre, Calgary office June 3, 2014 Plaza 124, Edmonton office June 3, Horton Road, Calgary office June 12, Township Road 531, Edmonton (2) flex September 9, Winterburn Rd NW, Edmonton (2) flex September 9, th Avenue NW, Edmonton (2) flex September 9, th Avenue NW, Edmonton (2) flex September 9, 2014 St. Albert Trail Centre, Edmonton office September 15, 2014 Notes: (1) Disposed of in connection with the initial public offering of Dream Industrial REIT. (2) These properties were sold to Dream Industrial REIT. Sale of Industrial Portfolio to Dream Industrial REIT On October 4, 2012, Dream Industrial REIT completed its initial public offering and we sold our industrial portfolio, which consisted of 77 industrial properties, to it for a total sale price of approximately $575.5 million (including working capital adjustments). The sale price was satisfied by receipt of cash consideration of approximately $136.3 million, $160.3 million of Class B limited partnership units of Dream Industrial LP (a Subsidiary of Dream Industrial REIT) which are exchangeable for units of Dream Industrial REIT, promissory notes from Dream Industrial REIT of $42.0 million and the assumption of the associated mortgages by Dream Industrial REIT. The sales price was subject to working capital adjustments. Sale of Flex Properties to Dream Industrial REIT On September 9, 2014, we completed the sale of four investment properties to Dream Industrial REIT for a sale price of $33 million, net of mark-to-market adjustments on mortgages assumed by Dream Industrial REIT. The sale price was satisfied by receipt of 2,269,759 of Class B limited partnership units of Dream Industrial LP (a Subsidiary of Dream Industrial REIT) at $9.40 per unit, which are exchangeable for units of Dream Industrial REIT, offset by mortgages assumed on disposition. Our interest in Dream Industrial REIT as at December 31, 2014 was approximately 24.2% and is accounted for as an equity investment. Development Properties We do not currently have any development properties. Appointment of Chief Executive Officer and Chief Operating Officer On May 8, 2014, we announced the appointment of Jane Gavan as Chief Executive Officer of Dream Office REIT. Jane Gavan joined DAM in 1998 and has played a key role in numerous transactions including the 1998 acquisition of Lehndorff Properties, the 2003 business restructuring that resulted in the creation of Dream Office REIT, the Dream Office REIT s $2.3 billion portfolio sale to GE Real Estate, 13

17 the initial public offering of Dream Global REIT and the $1.3 billion acquisition by Dream Office REIT of Scotia Plaza. Jane is currently also the President, Asset Management of DAM. In that capacity, she oversees the operations of Dream Office REIT, Dream Global REIT, Dream Industrial REIT and Dream Hard Asset Alternatives Trust, all of which are public issuers managed by DAM. On February 20, 2013, we announced the appointment of Ana Radic as Chief Operating Officer of Dream Office REIT. Ana Radic was previously Senior Vice President, Eastern Canada for Dream Office Management. In her first two years as Chief Operating Officer, Ana provided leadership and integration to asset management, property management and leasing teams. Ana led Dream Office REIT s initiative to design and implement a new, more proactive portfolio management structure. Ana also played a significant role in improving the analysis and tracking of our key operating metrics. Equity and Debt Offerings In 2013, we became an issuer of investment grade unsecured debt, completing two issuances in 2013 and one issuance in With this new source of capital, we have been able to increase our pool of unencumbered assets and strengthen our overall financial position. On January 21, 2014, we completed a bought deal public offering of $150.0 million aggregate principal amount of 4.074% Series C Debentures. The 4.074% Series C Debentures bear interest at a face rate of 4.074% per annum and have a maturity date of January 21, Interest on the 4.074% Series C Debentures is payable in equal semi-annual instalments on January 21 and July 21 of each year, commencing on July 21, Costs related to the issuance of the 4.074% Series C Debentures totalled $1.4 million. The net proceeds of the offering were used for the repayment of existing indebtedness, including the outstanding indebtedness owing under our revolving credit facility, and for general trust purposes. The 4.074% Series C Debentures were and are currently rated BBB (low) with a Stable trend by DBRS. See Credit Ratings. On October 9, 2013, we completed a bought deal public offering of $125.0 million aggregate principal amount of Series B Debentures. The Series B Debentures bear interest at a rate of 3 Month CDOR plus 170 basis points and have a maturity date of January 9, Interest on the Series B Debentures is payable quarterly in arrears on January 9, April 9, July 9 and October 9 of each year. Costs related to the issuance of the Series B Debentures totalled $0.7 million. The net proceeds of the offering were used for the repayment of existing indebtedness and for general trust purposes. The Series B Debentures were and are currently rated BBB (low) with a Stable trend by DBRS. See Credit Ratings. On June 13, 2013, we completed a bought deal public offering of $175.0 million aggregate principal amount of 3.424% Series A Debentures. The 3.424% Series A Debentures bear interest at a face rate of 3.424% per annum and have a maturity date of June 13, Interest on the 3.424% Series A Debentures is payable in equal semi-annual instalments on June 13 and December 13 of each year. Costs related to the issuance of the 3.424% Series A Debentures totalled $1.6 million. The net proceeds of the offering were used to fund acquisitions and for general trust purposes, including the repayment of indebtedness incurred in connection with those acquisitions. The 3.424% Series A Debentures were and are currently rated BBB (low) with a Stable trend by DBRS. See Credit Ratings. On May 1, 2013, we completed a bought deal public offering of 6,353,750 REIT A Units at a price of $36.20 per unit for total gross proceeds of $230.0 million. The 6,353,750 REIT A Units included REIT A Units issued on closing as a result of the exercise by the underwriters of their over-allotment option. The net proceeds of this offering were used to fund acquisitions, and for general trust purposes, including the repayment of indebtedness incurred in connection with those acquisitions. On June 12, 2012, we completed a bought deal public offering of 10,392,550 REIT A Units at a price of $35.90 per unit for total gross proceeds of $373.1 million. The 10,392,550 REIT A Units included REIT A Units issued on closing as a result of the exercise by the underwriters of their over-allotment option. 14

18 The net proceeds of this offering were used to partially fund the acquisition of the Scotia Plaza complex and for general trust purposes. On March 28, 2012, we completed a bought deal public offering of 6,555,000 REIT A Units at a price of $35.35 per unit for total gross proceeds of $231.7 million. The 6,555,000 REIT A Units included REIT A Units issued on closing as a result of the exercise by the underwriters of their over-allotment option. The net proceeds of this offering were used to partially repay debt, to fund future acquisitions and for general trust purposes. On March 2, 2012, we issued 12,580,347 Units as consideration in connection with our acquisition of Whiterock REIT. Redemption of Debentures On December 31, 2012, we redeemed four series of our then-outstanding debentures, including one series of debentures we assumed in connection with our acquisition of Whiterock REIT. We redeemed 100% the then-outstanding principal amount of debentures of the following series: Series % convertible unsecured subordinated debentures of Dream Office REIT due March 31, 2015; 6.0% convertible unsecured subordinated debentures of Dream Office REIT due December 31, 2014; 6.5% convertible unsecured subordinated debentures of Dream Office REIT due June 30, 2014; and 7.0% Series G convertible unsecured subordinated debentures of Whiterock REIT due December 31, 2014 assumed by Dream Office REIT. The redemption price was determined in accordance with the provisions of the indentures and supplemental indentures relating to the debentures redeemed. The redemption price was paid in cash and was equal to the aggregate of (i) $1,000 for each $1,000 principal amount of debentures issued and outstanding on December 31, 2012, and (ii) all accrued and unpaid interest on the debentures to but excluding that date. We currently have six series of debentures outstanding, being the 3.424% Series A Debentures (which are non-convertible debentures), the Series B Debentures (which are floating rate, non-convertible debentures), the 4.074% Series C Debentures (which are non-convertible debentures), the 5.50% Series H Debentures (which are convertible debentures), the 5.95% Series K Debentures (which are nonconvertible debentures) and the 5.95% Series L Debentures (which are non-convertible debentures). For a description of these debentures, see Description of Debentures. The 5.50% Series H Debentures, the 5.95% Series K Debentures and the 5.95% Series L Debentures were assumed in connection with our acquisition of Whiterock REIT. Exchange of REIT B Units for REIT A Units On July 23, 2014, one of the holders of the LP B Units surrendered 2,936,023 LP B Units and received 2,936,023 REIT B Units. On July 24, 2014, 2,936,023 REIT B Units were exchanged for 2,936,023 REIT A Units. Normal Course Issuer Bid We renewed our normal course issuer bid, which commenced on June 20, 2014, and will remain in effect until the earlier of June 19, 2015, or the date on which we purchased the maximum number of REIT A Units permitted under the bid. Under the bid, we have the ability to purchase for cancellation up to a maximum of 10,298,296 REIT A Units (representing 10% of our public float of 102,982,963 REIT A 15

19 Units at the time of entering the bid through the facilities of the TSX). At December 31, 2014, 832,200 REIT A Units had been purchased under the bid and subsequently cancelled. Amendments to Declaration of Trust Effective May 8, 2014, we amended and restated our declaration of trust to change our name to Dream Office Real Estate Investment Trust. See Rebranding as Dream. Effective June 15, 2012, we amended and restated our declaration of trust to remove Dundee Corporation s board appointment rights and, instead, provide it with the entitlement to nominate (but not appoint) up to one less than a majority of trustees, provided that Dundee Corporation and its affiliates continue to beneficially own, in the aggregate, at least 2,000,000 REIT Units (including those issuable upon surrender or exchange of its LP Class B Units, Series 1). As Dundee Corporation no longer holds at least 2,000,000 REIT Units (including those issuable upon surrender or exchange of its LP Class B Units, Series 1), its nomination rights are no longer in effect. In addition, the definition of Independent Trustee was updated to align with the definition of independence for board purposes under securities laws. This replaced a prior definition of Independent Trustee that was implemented by way of an amendment to our declaration of trust dated March 31, Effective December 31, 2009, we amended and restated our declaration of trust to make certain changes in the way we hold our indirect interest in Telus Tower in Calgary. In addition, in preparation for our transition to International Financial Reporting Standards, we also amended the termination provisions of our declaration of trust to provide that Dream Office REIT will continue in full force and effect so long as any of our property is held by our trustees, unless Dream Office REIT is earlier terminated in accordance with our declaration of trust. At our annual meeting of unitholders held on May 7, 2008, unitholders approved a special resolution authorizing and approving certain amendments to the distribution payment provisions in our declaration of trust. These amendments, which were implemented forthwith after the meeting of unitholders, were reflected in an amended and restated declaration of trust of Dream Office REIT dated September 1, On December 31, 2007, we reorganized our structure in order to provide greater certainty that we would be able to satisfy the REIT Exception by January 1, 2008 for the purposes of the SIFT Rules. In connection with this reorganization of our structure, amendments were made to our declaration of trust and other documents effective December 31, Rebranding as Dream On May 8, 2014 we changed our name to Dream Office Real Estate Investment Trust from Dundee Real Estate Investment Trust. The name change was part of global re-branding that also involved Dream Unlimited Corp., Dream Hard Asset Alternatives Trust, Dream Industrial REIT and Dream Global REIT. This exciting change was implemented to bring more clarity to our story and align the efforts of all of the Dream entities around one core belief creating better communities to live, work and play in which will result in a better investment for our unitholders. This sums up what we do and why we do it, and we think it s a better articulation of who we are, which has been such an integral part of our culture, our work and our objectives since our beginning. RECENT DEVELOPMENTS Current Discussions Regarding Acquisitions and Dispositions Consistent with our past practices and in the normal course of business, we are engaged in discussions with respect to possible acquisitions of new properties and dispositions of existing properties in our portfolio. However, there can be no assurance that any of these discussions will result in a definitive agreement and, if they do, what the terms or timing of any acquisition or disposition would be. We expect 16

20 to continue current discussions and actively pursue other acquisition, investment and disposition opportunities. Objectives We are committed to: DESCRIPTION OF THE BUSINESS Strategy managing our business to provide growing cash flow and stable and sustainable returns through adapting our strategy and tactics to changes in the real estate industry and the economy; building and maintaining a diversified, growth-oriented portfolio of office properties in Canada, based on an established platform; providing predictable and sustainable cash distributions to unitholders and prudently managing distributions over time; and maintaining a REIT status that satisfies the REIT Exception under the SIFT Rules in order to provide certainty to unitholders with respect to taxation of distributions. With the sale of substantially all of our Industrial Portfolio in the fourth quarter of 2012, Dream Office REIT s core strategy is to invest in office properties in key markets across Canada, providing a solid platform for stable and growing cash flows. We are the largest pure play office REIT in Canada. The majority of our portfolio comprises central business district office properties concentrated in nine of Canada s top ten office markets. The execution of our strategy is continuously reviewed, including acquisitions and dispositions, our capital structure and our analysis of current economic conditions. Our executive team is seasoned, knowledgeable and highly motivated to continue to increase the value of our portfolio and provide stable, reliable and growing returns for our unitholders. In addition, Dream Office REIT is steadfast in maintaining its status as a REIT under the SIFT Rules. Dream Office REIT s methodology to execute its strategy and to meet its objectives includes: Investing in high-quality office properties Dream Office REIT has an established presence in key urban markets across Canada. Our portfolio comprises high-quality office properties that are well-located and attractively priced and produce consistent cash flow. When considering acquisition opportunities, we look for quality tenancies, strong occupancy, the appeal of the property to future tenants, how it complements our existing portfolio and how we can create additional value. Optimizing the performance, value and cash flow of our portfolio We manage our properties to optimize long-term cash flow and value. With a fully internalized property manager, we offer a strong team of highly experienced real estate professionals who are focused on achieving more from our assets. Occupancy rates across our portfolio have remained steady and strong for a number of years and have been consistently above the national average. We view this as compelling evidence of the appeal of our properties and our ability to meet and exceed tenant expectations. Dream Office REIT has a proven ability to identify and execute value-add opportunities. Diversifying our portfolio to mitigate risk Since the credit crisis in 2009, we have carefully repositioned our portfolio through a significant number of accretive, high quality, acquisitions. In addition to expanding and diversifying our geographic footprint across the country, the acquisitions have served to enhance the stability of our business, diversifying and 17