Tax Matters

As described in the Circular, unitholders that participate in the arrangement are expected to realize taxable income as a result of the arrangement and non-residents are expected to be subject to withholding tax in respect of the arrangement.

The Circular provides important information on certain income tax considerations for unitholders. Tax matters are complicated, and the income tax consequences of the arrangement to each unitholder will depend on their particular circumstances.

Unitholders are urged to consult their own tax advisors to determine the particular tax consequences to them.

The aggregate consideration of $13.55 to be received by unitholders (other than the Retained Interest Holders in respect of their Retained Units) will include a Special Distribution (as described in the Circular). All or a portion of the Special Distribution will be treated as Ordinary Income (as described in the Circular) to a unitholder. Management of the REIT currently estimates that the amount of Ordinary Income that will be paid by the REIT to unitholders pursuant to the Special Distribution will be approximately $2.85 to $3.30, in respect of each unit.

There may be different tax treatment (including in certain instances, withholding tax) for unitholders that participate in the arrangement as compared to the tax treatment to holders that dispose of their units on the TSX, or otherwise, prior to the arrangement. Certain unitholders, including holders that are non-residents of Canada, may want to consider disposing of their units on the TSX, with a settlement date that is prior to the closing of the arrangement, and should consult their own tax and investment advisors regarding this decision.