Annual information form
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CT REAL ESTATE INVESTMENT TRUST 2025 Annual Information Form February 17, 2026
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CT REAL ESTATE INVESTMENT TRUST TABLE OF CONTENTS 1. Corporate Structure 1 1.1 Overview 1 1.2 Intercorporate Relationships 1 2. Description of the Business 3 2.1 Overview and Strategy 3 2.2 Description of Key Tenant 3 2.3 Economic Dependence on CTC 4 2.4 Competitive Conditions 5 2.5 Financing of the Business 5 2.6 Employees 5 2.7 Intangible Properties 5 2.8 Environmental, Social and Governance 5 3. Property Portfolio 7 3.1 Overview of the Property Portfolio 7 3.2 Description of the Property Portfolio 8 3.3 Property Type Breakdown 8 3.4 Geographic Breakdown of the Portfolio 9 3.5 Occupancy and Leasing 10 3.6 Top 10 Third-Party Tenants 11 4. General Development of the Business 12 4.1 Acquisitions, Dispositions, Intensifications and Developments 12 4.2 Development Activities 14 4.3 Financings 15 4.4 Corporate Developments 17 5. Risk Factors 17 5.1 Enterprise Risk Management Framework 17 5.2 Key Risks 18 5.2.1 External Economic Environment Risk Factors 18 5.2.2 Key Business Relationship Risk Factors 20 5.2.3 Financial Risk Factors 24 5.2.4 Legal and Regulatory Compliance Risk Factors 30 5.2.5 Operations Risk Factors 32 6. Declaration of Trust and Description of the Units 38 6.1 General 38 6.2 Authorized Capital and Outstanding Securities 40 7. The Partnership and Partnership Units 42 7.1 General 42 7.2 Partnership Units 43 7.3 Additional LP Units 45 7.4 Voting 46 7.5 Operation 46
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7.6 Duties and Responsibilities of the General Partner 46 7.7 Distributions 46 7.8 Allocation of Partnership Net Income 47 7.9 Transfer of LP Units 47 7.10 Amendments to the Limited Partnership Agreement 47 8. Investme nt Guidelines and Operating Policies 48 8.1 Inve stment Guidelines 48 8.2 Operating Policies 50 9. Indebted ness and Class C LP Units 52 9.1 Capital Structure Strategy 52 9.2 Debentures 52 9.3 Bank Credit Facility 54 9.4 CTC Credit Facility 54 9.5 Mortgages Payable 54 9.6 Class C LP Units 55 10. Arrangements with CTC 55 10.1 Acquisition Agreement 55 10.2 Indemnity Agreement 55 10.3 Exchange Agreement 55 10.4 Commercial Agreements with CTC 57 11. Distribu tions 59 1 1.1 Distribution Policy 59 11.2 Distribution History 59 11.3 Distribution Reinvestment Plan 60 12. Credit Ratings 60 13. Market for Securities 60 14. T rustees and Officers 61 14.1 Committees of the Board of Trustees 62 14.2 Independent Trustee Matters 63 14.3 Executive Officers of the REIT 63 15. Conflicts of Interest 64 16. Promote r 64 17. Interes ts of Management and Others in Material Transactions 64 18. Material Contracts 65 19. Interests of Experts 65 20. T ransfer Agent, Registrar and Indenture Trustee 65 21. Legal Proceeding s and Regulatory Actions 66 22. Additional Information 66 23. Forward -Looking Information 66 GLOSSAR Y OF TERMS 69 SCHEDULE A – Audit Committee Mandate I SCHEDULE B – List of Properties X
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2 025 Annual Information Form Page 1 ANNUAL INFORMATION FORM CT REAL ESTATE INVESTMENT TRUST® In this Annual Information Form (“AIF”), the terms “CT REIT” and the “REIT” refer to CT Real Estate Investment Trust and its Subsidiaries, including CT REIT Limited Pa rtnership (the “Partnership”), on a consolidated basis, unless the context otherwise requires. Other terms that are capitalized in this AIF are as defined in the Glossary of Terms. Certain brands mentioned in this AIF are the trade names, trademarks and service marks of Canadian Tire Corporation, Limited, CT Real Estate Investment Trust and other organizations or used under license and are the property of their respective owners. Solely for co nvenience, certain trademarks referred to herein may appear without the ® or ™ symbol. Unless otherwise specified herein, the information in this AIF is presented as at December 31, 2025 and all dollar amounts are expressed in Canadian dollars. Rounded numbers are used in this AIF and, as such, totals may not add to 100 percent. Occupancy and other leasing key performance measures in this AIF have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before December 31, 2025, and vacancies as at December 31, 2025. Certain portions of this AIF reference the REIT’s management’s discussion and analysis (“MD&A”) and consolidated financial statements for the year ended December 31, 2025, which are available on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca, and which are incorporated by reference. This AIF contains statements that are forward-looking and may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities legisl ation. Actual results or events may differ from those forecasted and from statements regard ing the REIT’s future growth, results of operations, performance and business prospects and opportunities made in this AIF because of t he risks and uncertainties associated with, among other things, the REIT’s busi ness and the general economic environment. CT REIT cannot provide any assurance that any forecasted financial or operational performance, plans or objectives will actually be achieved or, if achieved, will result in an in crease in the price of the Units. See section 23 entitled “Forward-Looking Information” for a more detailed discussion of the REIT’s use of forward-looking statements. 1. CORPORATE STRUCTURE 1.1 Overview CT REIT is an unincorporated, closed-end real estate investment trust established on July 15, 2013 pursuant to a declaration of trust as amended and restated as of Oct ober 22, 2013 and as further amended and restated as of April 5, 2020 and as may be further amended from time to time (“Declaration of Trust”). CT REIT commenced operations on October 23, 2013. The principal, registered and head office of CT REIT is located at 2180 Yonge Street, Toronto, Ontario, M4S 2B9. The REIT was formed to own income-producing commercial properties located primarily in Canada. In connection with CT REIT's Initial Public Offering in 2013, it indirectly acquired through the Partnership a portfolio of 256 properties across Canada, consisting of 255 Retail Properties and one Industrial Property, from CTC. As at December 31, 2025, the REIT owned 372 Re tail Properties, five Industrial Properties and one Development Property. The REIT's Units are listed on the TSX and are traded under the symbol “CRT.UN”. 1.2 Intercorporate Relationships As at Decem ber 31, 2025, CTC held, indirectly, a 68.1% effective interest in t he REIT through ownership of 33,989,508 Units and all of the issued and outstanding Class B LP Units, whic h are economically equivalent to and exchangeable for Units. CTC also owned all of the Class C LP Units.
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2 025 Annual Information Form Page 2 The following diagram illustrates the organizational structure of CT REIT including its principal Subsidiaries and its controlling unitholder, the jurisdiction of incorporation or formation of each respecti ve entity, and the percentages of voting and non-voting securities owned by the REIT and CTC as at December 31, 2025. STRUCTURE 1 As at December 31, 2025, CTC’s effective interest in the REIT was 68.1% consisting of 33,989,508 of the issued and outstanding Units and 128,046,329 Class B LP Units, being all of the issued and outstanding Class B LP Units. 2 Each Class B LP Unit is accompanied by one Special Voting Unit which provides the holder thereof with a right to vote on matter s respecting the REIT equal to the number of Units that may be obtained upon the exchange of the Class B LP Unit to which each Special Voting Unit is attached. 3 See section 6.2 entitled “Authorized Capital and Outstanding Securities” and section 7.2 entitled “Partnership Units – Class C LP Units” for a description of the Class C LP Units. 4 See section 7.2 entitled “Partnership Units – Class A LP Units” for a description of the Class A LP Units and section 7.2 entit led “Partnership Units – Class D LP Units” for a description of the Class D LP Units. 5 While registered title to the Properties is held through various wholly-owned nominee subsidiaries of the Partnership, the Part nership directly or indirectly holds 100% of the beneficial interest in the Properties, save and except for Canada Square wherein the Partnership indirectly owns an undivided 50% beneficial interest. 6 A wholly-owned Subsidiary of the Partnership performs property management functions in respect of certain Properties.
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2025 Annual Information Form Page 3 2. DESCRIPTION OF THE BUSINESS 2.1 Overview and Strategy CT REIT owns, manages and develops income-producing commercial properties located in all ten provinces and in two territories across Canada. The REIT's geographica lly diversified portfolio is comprised of stand-alone Properties (typically occupied by a Canadian Tire stor e), multi-tenanted Properties (typically anchored by a Canadian Tire store), Industrial Properties and Developm ent Properties (including Canada Square). CT REIT is primarily focused on triple-net, long-term leases to invest ment grade tenants. With triple-net leases, the tenant is responsible for paying many of the expenses, including real estate taxes, building insurance, and maintenance costs. The principal objective of the REIT, as a real estate inve stment trust investing primarily in net lease single-tenant retail assets, is to create unitholder value over the long- term by generating reliable, durable and growing monthly cash distributions on a tax-efficient basis. To achi eve this objective, management is focused on expanding the REIT’s asset base in service of increasing both its Adjusted Funds From Operations (“AFFO”) per unit and its net asset value per unit. Future growth is expected to continue to be achieved from a number of sources including: 1. the portfolio of Canadian Tire leases, which gene rally contain contractual rent escalations of approximately 1.5% per year, on average, over the re mainder of their current term, and have a weighted average remaining lease term of 7.5 years; 2. contractual arrangements with CTC whereby CT REIT has a ROFO on all CTC properties which meet the REIT’s investment criteria and through preferential right s, subject to certain exceptions, to participate in the development of, and to acquire, certain new retail and industrial properties; and 3. its relationship with CTC, which CT REIT will contin ue to leverage in order to obtain insights into potential real estate acquisitions and development opportunities in markets across Canada. CT REIT is committed to managing its business with the highest level of integrity, ethics, and transparency, striving toward a more climate resilient, socially res ponsible and well-governed business. This commitment is embedded in the REIT’s strategic plan as a distinct pillar, creating sustai nable outcomes for our stakeholders, focused on addressing certain priority environmental, social and governance (“ESG”) topics, and approved by the REIT’s Board of Trustees. For more information on the REIT’s ESG journey and progress, see section 2.8 entitled “Environmental, Social and Governance”. 2.2 Description of Key Tenant CTC is the REIT’s most significant tenant, with Canadian Tire stores (including Gas Bars) and CTC Industrial Properties representing approximately 87.9% of the RE IT’s annualized base minimum rent, or approximately 90.7% of the REIT’s annualized base minimum rent if all CTC Banner stores are included. In addition to CT REIT, CTC’s principal Subsidiaries incl ude Canadian Tire Real Estate Limited (“CTREL”), FGL Sports Ltd. (“SportChek”), Mark’s Work Wearhouse Ltd. (“Mark’s”) and Canadian Tire Bank. Other than CT REIT, CTC wholly-owns its principal Subsidiaries. CTC’s issued and outstanding Common Shares and Clas s A Non-Voting Shares are listed on the TSX and are traded under the symbols “CTC” and “CTC.A”, respectively. CTC operates through three reportable segments – the Retail segment, the Financial Services segment, and the CT REIT segment. The Retail Segment The Retail segment, which includes Canadian Tire, SportChek, Mark's, PartSource, Party City and Petroleum, is a network of more than 1,400 stores and more than 275 gas bars across Canada. The retail businesses offer
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2025 Annual Information Form Page 4 customers a breadth of differentiated and innovative products and services through convenient in-store and online shopping experiences. CTC's loyalty program, Triangl e Rewards, connects CTC’s Canadian retail banners, driving customer engagement through the collection and r edemption of rewards, as well as personalized offers. Canadian Tire is one of the country's most recognized general merchandise retailers, easily identified by the Canadian Tire name and trademark. As at December 31, 2025, there were 502 operating Cana dian Tire stores across Canada, located in all ten provinces and in two territories. The stores are operated by Canadian Tire Associate Dealers (“Dealers”), who are independent third parties that own the fi xtures, equipment and inventory of t he stores they operate, employ the store staff, and are responsible for stor e operating expenses. CTC’s relationship with each Dealer is governed by an individual Dealer contract pursuant to which the Dealer agrees to operate the retail business under the Canadian Tire name and to use best efforts to manage their store at its maximum capacity and efficiency. Individual Dealer contracts are in a standard form, each of which generally expires on December 31, 2039. Each Dealer agrees to comply with prescribed policies, ma rketing plans and operating standards, which among other things, include purchasing merchandise primarily from CTC, while maintaining the decision-making behind customizing their assortments to m eet the demands of the communities in which they operate, and offering merchandise for sale to consumers at prices not exceeding those set by CTC. Of the 502 operating Canadian Tire stores, 337 are locat ed on properties leased to CTC by the REIT, 34 are located on properties owned by CTC and the remaining 131 are located on properties leased to either CTC or individual Dealers by third parties. The Financial Services Segment The Financial Services segment comprises of the financial services businesses carried on by the subsidiaries of CTFS Holdings Limited, namely Canadian Tire Bank and CTFS Bermuda Ltd., a Bermuda reinsurance company, which provides financial and other ancillary products and services, including issuing credit cards. Key Tenant's Credit Ratings CTC and its debt securities have been rated by DBRS Limited (“Morningstar DBRS”), S&P Global Ratings (“S&P”), and Moody’s Investors Service (“Moody’s”) as follows: Morningstar DBRS S&P Moody’s Rating Trend Rating Outlook Rating Outlook Issuer (long-term) BBB Stable BBB Stable — — Medium-term notes (long-term) BBB Stable BBB — — — Issuer (short-term) — — A-2 — P-2 — * S&P assigns both long-term and short-term issuer ratings to CTC (for both local and foreign currencies), whereas Moody’s assigns a short-term rating solely to CTC’s U.S. commercial paper program. Further information about CTC is available through its public filings available on SEDAR+ at www.sedarplus.ca and at www.corp.canadiantire.ca. 2.3 Economic Dependence on CTC CTC is the REIT’s most significant tenant and will be fo r the foreseeable future, with Canadian Tire stores (including Gas Bars) and CTC Industrial Properties repres enting, as at December 31, 2025, approximately 87.9% of the REIT’s annualized base minimum rent, or approxim ately 90.7% of the REIT’s annualized base minimum rent if all Other CTC Banner stores are also included. Pursuant to the terms of the Canadian Tire store leas es acquired from CTC and entered into between CTREL, CTC and the Partnership, and in some circumstances a nom inee subsidiary corporation of the Partnership, the obligations of CTREL are guaranteed by CTC. CTC does no t typically guarantee Canadian Tire store leases acquired from third parties and does not guarantee any Other CTC Ba nner store leases, which, as at December 31, 2025, accounted for approximately 2.9% of the REIT’s annualized base minimum rent and 2.2% of the Properties’ gross leasable area (“GLA”). The CTC Industrial Properties accounted for approximately 8.6% of
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2025 Annual Information Form Page 5 the REIT’s annualized base minimum rent and 13.8% of the Properties’ GLA. As none of these leases are material in size, the REIT is not dependent upon any one lease. 2.4 Competitive Conditions CT REIT competes with other owne rs, investors, developers and operator s of properties for the purchase of desirable real estate properties to lease or develop, a nd for stable investment grade te nants. Competition for real estate assets is primarily based on financial and other resources as well as operating flexibility. To compete for tenants, real estate entities typically differentiate themselves by location, age and condition of building, operational efficiency and the ability of the owner to provide adequate mainte nance at competitive costs. While certain competitors may have greater financial and other resources and/or greater operating flexibility than the REIT, it has the advantage of having and maintaining an es tablished relationship with its most significant anchor tenant, CTC. The REIT also relies on its sites, which are generally well-located with favourable retailing attributes, and on its strong balance sheet in order to compete in the Canadian real estate sector. For more detailed information, see section 5.2.1 entitled “External Economic Environment Risk Factors”. 2.5 Financing of the Business CT REIT funds its growth and development through a comb ination of sources, including cash from operations, credit facilities, debt and equity issuances to the public and/or CTC, as appropriate, and proceeds from property dispositions. Further information on the REIT's financial performance may be found in the REIT's consolidated financial statements for the year ended December 31, 2025 and 2025 MD&A. 2.6 Employees As at December 31, 2025, CT REIT had 67 employees. The majority of its employees are located in the REIT's head office in Toronto, Ontario, with the remaining employees located at various regional offices across Canada. 2.7 Intangible Properties The REIT entered into a License Agreement with CTC fo r the right to use the trademarks associated with the REIT, the CANADIAN TIRE word trademark and the various CANADIAN TIRE design trademarks on a non- exclusive, royalty free basis until t he License Agreement is terminated. CTC has established procedures to protect the trademarks which are material to the businesses carried on by it and the REIT, including the trademark Canadian Tire®, the design marks asso ciated with that trademark and trad emarks associated with the REIT, including Canadian Tire Real Estate Investment Trust®, CT Real Estate Investment Trust®, Canadian Tire REIT® and CT REIT®. CTC owns a number of domain names, including ctreit.com. The domain name is used by CT REIT in connection with the REIT’s online presence. The registrations fo r CTC’s trademarks and domain names, including those pertaining to CT REIT, are renewable. Procedures are in place to facilitate timely renewals. 2.8 Environmental, Social and Governance ESG Strategy The ESG pillar of CT REIT’s strategy focuses on cr eating sustainable outcomes for stakeholders by striving toward a more climate resilient, socially responsible , and well-governed business. This pillar reflects our commitment to adapting the REIT’s business to a changing climate while working to minimize its environmental impact, supporting its employees, tenants, and the communities in which it operates, and maintaining policies and processes that manage its business risks and opportunities. Our strategy is informed by the following nine priority ESG topics identified as most impactful to the REIT’s business and relevant to the REIT’s stakeholders:
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2025 Annual Information Form Page 6 CT REIT's ESG Topics Environmental Social Governance Climate Change Community Impact Corporate Governance & Risk Management Operational Efficiency Diversity, Inclusion & Belonging Business Ethics Sustainable Building Design Talent & Culture Privacy & Data Security ESG Reporting In 2025, the REIT published its annual ESG report for 2024 which provides stakeholders with an overview of the REIT's approach to ESG and ESG-related initiatives, progress, priorities, and challenges. The 2024 ESG report is segmented into three pillars - environmental, social and governance - and addresses CT REIT's nine priority ESG topics. The 2024 ESG report and other related informatio n is available on the REIT's website at https://www.ctreit.com/English/environmental-social-governance/default.aspx#, which is not incorporated by reference herein. Information regarding the REIT's corporate governance practices is also set out in the REIT's Management Information Circular dated March 9, 2025 which is available at https://www.ctreit.com/English/investors/financial-reporting/annual-disclosures/default.aspx and on SEDAR+ at www.sedarplus.ca, and is incorporated by reference herein. ESG Governance The Board of Trustees oversees the REIT’s ESG strategy and risk management practices, including the REIT’s management of climate- and sustainability-related risks and opportunities. The Board has delegated oversight of some aspects of its ESG strategy to the Governance, Compensation and Nominating Committee (the “GCN Committee”), and oversight of some ESG-related public disclosure, including any future mandatory climate-related disclosure, and tra cking progress towards any publicly disclosed targets, goals and/or commitments, to the GCN Committee or Audit Committee, as applicable. The Investment Committee is accountable for considering and assessing the potential ESG-related risks (including climate- or sustainability- related impacts) to CT REIT’s investment activiti es and overseeing the REIT ’s environmental management program. In 2020, the REIT established a cross-functional Sustainability Committee, comprised of executives from CT REIT and CTC, to oversee the REIT’s sustainability strategy implementation and provide guidance on sustainability initiatives that benefit both CTC and the REIT. In Q1 2025, the mandate and membership of the Sustainability Committee, which is now a joint Envi ronmental Sustainability Committee of CT REIT and CTC, was updated to include members from multiple REIT and CTC functional groups. The Environmental Sustainability Committee supports collaboration and alignment between REIT and CTC on environmental sustainability and climate-related matters for Properties owned by the REIT and occupied by CTC. The REIT continued to engage and collaborate with CTC on sustainability initiatives in 2025 through seve ral channels, including the Environmental Sustainability Committee. In addition, in 2023, the REIT adopted a Sustainable Inve stment Corporate Policy and Checklist which requires management to conduct a sustainability review for substant ially all future acquisitions, new developments, store expansions, and redevelopments. The sustainability review includes, but is not limited to, consideration of environmental impacts, climate risks, design and buildi ng features, construction practices and sustainable operations. The REIT's management of its risks, including with respec t to ESG matters, is supported by its policy framework. The REIT has in place policies and operating directives to address issues of importance to its stakeholders, including with respect to environmental, enterprise risk management, ethical conduct, health and safety, privacy, cybersecurity, and other matters. Each such policy sets out accountabilities for managing compliance as well as
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2025 Annual Information Form Page 7 escalation and other procedures. The REIT’s Environm ental Compliance Board Policy addresses the effective and safe management of the REIT’s business activities in accordance with environmental laws to manage the environmental impact of its business activities. The Environmental Compliance Board Policy is supported by a corporate operating directive that se ts out minimum operational level expe ctations. See section 5.2.4 entitled “Legal and Regulatory Compliance Risk Factors – Environmental Matters”. In addition to the REIT's Environmental Compliance Board Policy, the Declaration of Trust specifically prescribes an environmental due diligence process for all acquisitions. See section 8.2 ent itled “Operating Policies” for more information on this process. For more information on the REIT's Enterprise Risk Management Framework, see section 5.1 entitled “Risk Factors - Enterprise Risk Management Framework”. Ethical Conduct To encourage and promote a culture of ethical business conduct, the Board has approved an Ethical Business Conduct Board Policy pursuant to which the REIT has established its Code of Conduct (the “Code”). The Code addresses the ethical business standards and expectations of its trustees, officers and all of the REIT’s employees and independent contractors with respect to compliance with laws and their commitment to integrity, honesty and respect when dealing with each other, business partners and communities. Each trustee, officer and employee of the REIT must annually acknowledge and confirm that they have read and understood the Code and are responsible for complying with the Code. Each memb er of the REIT's senior management is accountable for supporting and endorsing compliance with the Code and ensuring that violations are reported in a manner consistent with the requirements of the Code. Compliance with the Code is monitored, investigated wh ere appropriate, and reported in accordance with internal directives. A copy of the Code may be obtained, without charge, by contacti ng CT Real Estate Investment Trust, 2180 Yonge Street, Toronto, Ontario M4S 2B9, Attention: Corporate Secretary. The Code is also available online on SEDAR+ at www.sedarplus.ca and on the REIT’s websit e at www.ctreit.com, which is not incorporated by reference herein. 3. Property Portfolio 3.1 Overview of the Property Portfolio As at December 31, 2025, CT REIT owned, indirectly through the Partnership, a portfolio of 378 properties, including 13 properties situated on ground leases. The portfolio primarily consists of net lease assets and is made up of 372 Retail Properties, five Industrial Properties and one Development Property (collectively, the “Properties” and each, a “Property”). The Properties are located in each of the provinces and in two territories across Canada. Together, the Retail Properties and Industrial Properties contain approximately 31.7 m illion square feet of GLA, excluding Properties Under Development. The Retail Properties are made up of 289 single-tenant Properties (263 of which are Canadian Tire single-tenant Properties and 26 of which are other single-tenant Properties), 74 multi- tenant Properties anchored by a Canadian Tire store and nine multi-tenant Properties not anchored by a Canadian Tire store. The 337 Canadian Tire stores leas ed to CTC by the REIT range in size from 12,000 square feet of GLA to 198,000 square feet of GLA. As at De cember 31, 2025, CTC represented 92.1% of total GLA and 90.7% of annualized base minimum rent. The following chart outlines the REIT’s Property portfolio by tenant type as at December 31, 2025.
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2 025 Annual Information Form Page 8 Tenant Type Canadian Tire store single-tenant properties 263 Other single-tenant properties 26 Multi-tenant properties anchored by a Canadian Tire store 74 Multi-tenant properties not anchored by a Canadian Tire store 9 Industrial Properties 5 Total operating Properties 377 Development Properties 1 Total Properties 378 Gas Bars at Retail Properties 113 The following chart outlines the GLA, occupancy and annualized base minimum rent of the REIT’s Property portfolio, excluding Properties Under Development, by tenant type as at December 31, 2025. Tenant Type GLA GLA % Occupied GLA Occupancy Rate Annualized Base Minimum Rent % Retail Properties 27,151,821 85.6 % 26,982,329 99.4 % 91.1 % Industrial Properties 4,557,632 14.4 % 4,557,632 100.0 % 8.9 % Total 31,709,453 100 % 31,539,961 99.5 % 100.0 % 3.2 Description of the Property Portfolio The Prop erties are well located within their respective markets and the portfolio has st able characteristics, which include high occupancy, staggered lease maturities and strong retailing attributes, including high traffic locations, visibility, frontage, signage and parking. The Properties are generally located in commercial areas and are often co-located with, or located in close proximity to, superma rkets and other large-scale retailers, which serve to attract high volumes of customers. Schedule B attached to this AIF highlights certain information regarding the Properties as at December 31, 2025. 3.3 Property Type Breakdown The annualized base minimum rent for the Properties, excluding Properties Under Development, is divided among single-tenant properties (61.3%), multi-tenant properties anchored by a Canadian Tire store and containing one or more Other CTC Banner stores and/or third-party tenants (27.5%), five Industrial Properties (8.9%) and multi-tenant Properties not anchored by a Canadian Tire store (2.3%). The following charts illustrate the composition of these Properties, excluding Properties Under Development, measured by annualized base minimum rent and total GLA as at December 31, 2025.
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2 025 Annual Information Form Page 9 3.4 Geographic Breakdown of the Portfolio The following charts illustrate t he geographic distribut ion of the Properties, ex cluding Properties Under Development, measured by annualized base minimum rent and total GLA, as at December 31, 2025. 1 Excluding Development Property and Properties Under Development. 2 Occupancy and other leasing key performance measures have been prepared on a committed basis, which includes the impact of lease agreements contracted on or before December 31, 2025, and vacancies as at the end of the reporting period. 3 Including the territories. The Properties are geographically diversified between ur ban, medium and small markets across Canada, with 66.5% of the annualized base minimum rent being from Pr operties located in urban markets, often in close proximity to major retail areas and co mmercial arteries with high visibilit y. The following charts provide a breakdown of the Properties, excluding Properties Under Development, by urban, medium and small markets, measured by annualized base minimum rent and total GLA as at December 31, 2025. Properties by Property Type (% of Total GLA) Properties by Property Type (% of Total Annualized Based Minimum Rent) Properties by Region 1 2 (% of Total Annualized Based Minimum Rent) Properties by Region 1 2 (% of Total GLA)
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2025 Annual Information Form Page 10 1 Urban markets have a population of greater than 100,000. 2 Medium markets have a population between 20,000 and 100,000. 3 Small markets have a population of less than 20,000. Approximately 43.5% of annualized base minimum rent is generated from Properties located in and around the following six largest urban markets: Vancouver, Edmonton, Calgary, Toronto, Ottawa and Montreal. The following chart represents these six largest urban markets as a percentage of total annualized base minimum rent as at December 31, 2025, excluding Properties Under Development. Six Largest Urban Markets Percentage of Total Annualized Base Minimum Rent Vancouver 2.9 % Edmonton 4.4 % Calgary 4.2 % Toronto 17.8 % Ottawa 3.5 % Montreal 10.7 % Percentage of Total Annualized Base Minimum Rent 43.5 % 3.5 Occupancy and Leasing CTC is the REIT’s most significant tenant. As at December 31, 2025, CTC, together with Other CTC Banners, had leased 29.2 million square feet of GLA, with approximately 85.1% attributabl e to retail and 14.9% attributable to CTC Industrial Properties. The weighted average term of the retail leases with CTC, including Canadian Tire stores and Other CTC Banners, was 6.8 years, excluding the exercise of any renewals. The weighted average term of the Canadian Tire store leases was 6.9 years, excluding the exercise of any renewals. The weighted average lease term for the CTC Industrial Properties was 13.7 years, excluding the exercise of any renewals. The weighted average lease term of all tenants in the REIT’s portfolio, excluding Properties Under Development, was 7.2 years, excluding the exercise of any renewals. The following graph sets out, as at December 31, 2025, the REIT’s lease maturity profile from 2026 to 2044 (assuming tenants do not exercise renewal options or te rmination rights, if any) as a percentage of total annualized base minimum rent and GLA as of the time of the lease expiry. Properties by Geographic Location 1 2 3 (% of Total Annualized Based Minimum Rent) Properties by Geographic Location 1 2 3 (% of Total GLA)
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2025 Annual Information Form Page 11 1 Excludes Properties Under Development. Total base minimum rent excludes future contractual escalations. Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before December 31, 2025, and vacancies as at the end of the reporting period. Excludes any lease renewal options and termination rights, if any. 3.6 Top 10 Third-Party Tenants As at December 31, 2025, CT REIT’s 10 largest t enants, excluding all CTC Banners, as measured by the percentage of total annualized base minimum rent, were as follows: Rank Tenant Name Percentage of Total Annualized Base Minimum Rent 1 1. Loblaws/No Frills/Shoppers Drug Mart 0.66 % 2. Save-On-Foods/Buy-Low Foods 0.59 % 3. Winners/Marshalls/HomeSense 0.56 % 4. Bank of Montreal 0.44 % 5. Sobeys/FreshCo/Farm Boy 0.39 % 6. Canadian Imperial Bank of Commerce 0.39 % 7. Landmark Cinemas 0.37 % 8. Dollarama 0.34 % 9. Tim Horton's/Burger King/Popeyes/Firehouse Subs 0.32 % 10. Sleep Country 0.31 % TOTAL 4.37 % 1 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before December 31, 2025, and vacancies as at the end of the reporting period. Lease Expiry by % of Annualized Minimum Rent and GLA¹
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2 025 Annual Information Form Page 12 4. GENERAL DEVELOPMENT OF THE BUSINESS 4.1 Acquisitions, Dispositions, In tensifications and Developments As at December 31, 2025, CT REIT had invested a total of $2.96 b illion in acquisitions, developments, redevelopments, intensifications, and ongoing development s since the commencement of its operations in 2013. These investments include 141 acquisitions, and the completion of 22 developments, nine redevelopments and 122 intensifications. The REIT disposed of five properties during the same period. The following is a summary of the REIT's investments and di sp ositions in the last three years (January 1, 2023 to December 31, 2025). 2023 In Q1 2023, CT REIT completed the development, on an exis ting Property, of a commercial retail unit space for third-party tenants adjacent to the Canadian Tire store in Moose Jaw (Saskatchewan). The total cost of the development, including any transaction costs, together with investments made in ongoing developments, was approximately $11 million. In Q2 2023, CT REIT completed the acquisition of development lands adjoining an existing Canadian Tire store in Fergus (Ontario), the development of a stand-alone Canadian Tire stor e in Sherbrooke (Quebec), and the intensification of three existing Canadian Tire st ores in Chambly (Quebec), Casselman (Ontario) and Drummondville (Quebec). The total cost of the acquisiti on, development and three intensifications, including any transaction costs, together with investments made in ongoing developments, was approximately $51 million. In Q3 2023, CT REIT completed the development of a st and-alone Canadian Tire store in Toronto (Ontario) and the intensification of an existing Cana dian Tire store in Summerside (Prince Edward Island). The total cost of the development and the intensification, in cluding any transaction costs, togethe r with investments made in ongoing developments, was approximately $51 million. In Q4 2023, CT REIT entered into an assignment of an existing ground lease with a third party for the development of a new Canadian Tire store in Kingston (O ntario), completed the development of a net zero distribution centre in Calgary (Alberta) leased to CTC, the intensification of four existing Canadian Tire stores in Napanee (Ontario), Sydney (Nova Scotia), Bedford (Nova Scotia) and Inve rmere (British Columbia), and the development of a freestanding pad at an existing Propert y in Hamilton (Ontario). The total cost of the development and the five intensifications, including any tr ansaction costs, together with investments made in ongoing developments, was approximately $38 million. 2024 In Q1 2024, CT REIT made investments in ongoing developments of approximately $2 million. In Q2 2024, CT REIT completed the intensification of an existing Canadian Tire store in Granby (Quebec). The total cost of the intensification, including any transaction costs, toget her with investments made in ongoing developments, was approximately $11 m illion. CT REIT also disposed of a Canadian Tire store in Chilliwack (British Columbia) for approximately $19 million. In Q3 2024, CT REIT completed the acquisition, from a third party, of a Canadian Tire store, with a Mark’s store, in Nanaimo (British Columbia). The total cost of the acquisition, including any transaction costs, together with investments made in ongoing developments, was approximately $52 million. In Q4 2024, CT REIT completed acquisitions, from CTC, of a stand-alone Canadian Tire store in Winnipeg (Manitoba) and a multi-tenant property anchored by a C anadian Tire store, with a Mark’s store and a Dollarama store, in Mont-Tremblant (Quebec). The REIT also completed the intensifications of two existing Canadian Tire stores in Kirkland (Quebec) and in Martensville (Sas katchewan). The total cost of the acquisitions and intensifications, including any transa ction costs, together with investm ents made in ongoing developments, was
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2025 Annual Information Form Page 13 approximately $111 million. CT REIT also disposed of a stand-alone building (The Brick) in Orillia (Ontario) for approximately $4 million. 2025 In Q1 2025, CT REIT entered into a ground lease with a third party to facilitate the development of a new Canadian Tire store in Kelowna (British Columbia). CT REIT made investments in ongoing developments of approximately $5 million. In Q2 2025, CT REIT completed the intensification of an existing Canadian Tire store in Peterborough (Ontario) and the development of a Canadian Tire store in Kingston (O ntario). The total cost of the intensification and the development, including any transaction costs, together with investments made in ongoing developments was approximately $54 million. In Q3 2025, CT REIT completed the acquisition, from a third party, of a Canadian Tire anchored property in Calgary (Alberta) as well as the completion of the r edevelopment of an enclosed shopping centre in Winkler (Manitoba). The total cost of the acquisition and the redevelopment, including any transaction costs, together with investments made in ongoing developments, was approximately $66 million. In Q4 2025, 2025, CT REIT completed the acquisition, from a third party, of the freehold interest of an existing REIT leasehold property and a commercial retail unit building which includes a Mark's store, in Fort Saskatchewan (Alberta), the development of a new Canadian Tire store in Kelowna (British Columbia) and the re- development of a former Canadian Tire store in Lloy dminster (Alberta). The REIT also completed the intensifications of five existing Canadian Tire stores in Victoria (British Columbia), Winnipeg (Manitoba), Brampton (Ontario), Fergus (Ontario) and Donnacona (Quebec) and the intensification an existing Property with a Dollarama pad in Fort Frances (Ontario). The total co st of the acquisition, development, re-development and intensifications, including any transa ction costs, together with investm ents made in ongoing developments, was approximately $110 million. Canada Square The REIT owns a 50% co-ownership interest in Canada S quare. Its co-owner, who is acting as development and property manager for the project (“CSQ Manager”), submitted a development application to the City of Toronto for the redevelopment of the Canada Square site in De cember 2020. In December 2022, the CSQ Manager submitted an updated development application representing a revised master plan scheme for the site that incorporated feedback from an extensive stakeholder engagement process. In Q2 2025, the co-owners entered into a binding lease with CTC to occupy space in two of the existing office buildings at Canada Square. CTC will lease approximately 550,000 square feet of GLA for a 21- year term. As part of these lease arrangements, the co- owners will significantly refurbish the CTC leased buildings (the “Office Retrofit”). The co-owners also intend to unlock the full redevelopment potential of the Canada Squa re property by continuing to work towards advancing the revised master plan. For more information on Canada Square and its redevelopment, see section 4.6 entitled “Development Activities” in the REITs 2025 MD&A. The following table outlines the status of investments made by the REIT over the last three years (January 1, 2023 to December 31, 2025). Financial Date Properties Added Prov. Investment Type at Date of Transaction CT Store 1 Mark's Sport Chek CTP 2 CT Store Exp. 1 Other TOTAL GLA Q1 2023 Moose Jaw SK Development x 39,462 Q2 2023 Fergus ON Adjoining Land — Sherbrooke East QC Development x 100,754 Chambly QC Intensification x 18,270 Casselman ON Intensification x 22,974 Drummondville QC Intensification x 44,722 Q3 2023 Summerside PEI Intensification x 28,486 Toronto (Islington/401)3 ON Development x 129,808
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2025 Annual Information Form Page 14 Financial Date Properties Added Prov. Investment Type at Date of Transaction CT Store 1 Mark's Sport Chek CTP 2 CT Store Exp. 1 Other TOTAL GLA Q4 2023 Napanee ON Intensification x 26,645 Sydney NS Intensification x 39,824 Bedford4 NS Intensification x — Kingston3 ON Acquisition — Invermere BC Intensification x 33,015 Calgary (Dufferin DC)5 AB Development x 351,883 Hamilton (Upper James) ON Intensification x 2,850 Q2 2024 Granby QC Intensification x 27,103 Chilliwack BC Disposition x (64,539) Q3 2024 Nanaimo BC Acquisition x x 140,729 Q4 2024 Kirkland QC Intensification x 66,500 Martensville SK Intensification x 26,645 Orillia (The Brick) ON Disposition x (25,808) Mont-Tremblant QC Acquisition x x x 128,070 Winnipeg (Regent) MB Acquisition x 101,178 Q1 2025 Kelowna3 BC Acquisition — Q2 2025 Peterborough ON Intensification x 31,950 Kingston3 ON Development x 110,308 Q3 2025 Calgary (Northpointe) AB Acquisition x x 196,460 Winkler (Southland Mall) MB Re-development x x 153,986 Q4 2025 Victoria (View Royal) BC Intensification x 12,270 Fort Saskatchewan AB Acquisition x x x 19,764 Kelowna3 BC Development x 172,059 Brampton (McLaughlin) ON Intensification x 32,383 Fergus ON Intensification x 25,915 Winnipeg (Regent) MB Intensification x 33,173 Donnaconna QC Intensification x 30,382 Lloydminster AB Re-development x 64,443 Fort Frances ON Intensification x 10,000 TOTAL 2,131,664 1 CT Store means a Canadian Tire store. 2 Land lease of a portion of owned property for a single purpose building. GLA not included in total. 3 Ground lease. 4 Expansion of a CT Store within existing building. 5 Industrial facility occupied by CTC. 4.2 Development Activities As at December 31, 2025, the REIT had the following Properties Under Development:
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2 025 Annual Information Form Page 15 Property 1 Investment Type Committed to Lease Not Committed to Lease Total Anticipated Date of Completion Penticton, BC 2 Intensification 54,000 0 54,000 Q2 2026 Burlington North, ON 2 Intensification 29,000 0 29,000 Q2 2026 Valleyfield, QC 2 Intensification 35,000 0 35,000 Q2 2026 Saskatoon East, SK 2, 3 Intensification 51,000 0 51,000 Q4 2026 Port Hawkesbury, NS 2 Intensification 13,000 0 13,000 Q2 2027 Barrhaven, ON 2 Intensification 8,000 0 8,000 Q2 2027 Collingwood, ON 2 Intensification 30,000 0 30,000 Q2 2027 Dryden, ON 2 Intensification 43,000 0 43,000 Q4 2028 Fenelon Falls, ON 2 Intensification 26,000 0 26,000 Q4 2028 Toronto (Canada Square), ON - Office Retrofit 3, 4 Redevelopment 310,000 30,000 340,000 Q4 2028 Toronto (Canada Square), ON - Future Phases 3, 5 Development TBD TBD TBD TBD Total 599,000 30,000 629,000 1 Properties Under Development under 5,000 square feet that are not anticipated to be completed within the next 12 months have not been included. The previously disclosed Fort St. John, BC intensification has been removed as the project is no longer proceeding. 2 Intensification of an existing income-producing property. 3 Ground lease. 4 Redevelopment property. GLA shown is at the REIT’s 50% share. 5 Development property. Potential building area and investment costs to be determined ("TBD"). 4.3 Financings CT REIT supports its growth and development through a co mbination of financing sources. A brief description of the REIT’s base shelf prospectuses, debt and equity of ferings, redemptions and repayments of debentures, and credit facilities for the last three years (January 1, 2023 to December 31, 2025) is provided below. See section 2.5 entitled “Financing of the Business”. CT REIT is a “well-known seasoned issuer” as defined in National Instrument 44-102 – Shelf Distributions (NI 44- 102) a s it is eligible to file a WKSI base shelf prospectus prepared in accordance with subsections 9B.2(3) and (4) of NI 44-10 2, since it satisfies the conditions under subsection 9B.2(1) thereof. Base Shelf Prospectuses On May 25, 2023, CT REIT filed with the Canadian secu rities regulatory authorities a short-form base shelf prospectus (the “2023 Base Shelf Prospectus”) under which it may have issued debt and equity securities, including the sale of Units by CTC, for a period of 25 months from the date of the 2023 Base Shelf Prospectus. On June 10, 2025, CT REIT filed with the Canadian secu rities regulatory authorities a short-form base shelf prospectus (the “2025 Base Shelf Prospectus”) under which it may issue debt and equity securities, including the sale of Units by CTC, for a period of 25 months from the date of the 2025 Base Shelf Prospectus. At-the-Market (“ATM”) Equity Offerings On May 25, 2023, CT REIT established an ATM equity program under the 2023 Base Shelf Prospectus, enabling the issuance of up to $100 million in Units at the REIT's discretion. No Units were issued under this program. On May 10, 2025, CT REIT established an ATM equity program under the 2025 Base Shelf Prospectus, enabling the issuance of up to $100 million in Units at the REIT's discretion. As of February 17, 2026, no Units have been issued under this program.
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2025 Annual Information Form Page 16 Debenture Offerings 2023 On November 14, 2023, CT REIT announced an offering of $250 million 5.828% Series I Senior Unsecured Debentures (“Series I Debentures”). On November 17, 2023, CT REIT issued the Series I Debentures, having a maturity date of June 14, 2028. 2025 On May 21, 2025, CT REIT announced an offering of $200 million 4.292% Series J Senior Unsecured Debentures (“Series J Debentures”). On June 9, 20 25, CT REIT issued the Series J De bentures, having a maturity date of June 9, 2030. See section 9.2 entitled “Debentures” for further information. Repayment of Debentures 2025 On June 9, 2025, the Series B Debentures were repaid at a price of $1,000 per $1,000 principal amount. See section 9.2 entitled “Debentures” for further information. Bank Credit Facility The REIT, through the Partnership, ha s a committed senior unsecured revolv ing credit facility provided by a syndicate of lenders in the amount of $300 million maturi ng in September 2030 (the “B ank Credit Facility”). The Bank Credit Facility bears inte rest at a rate based on a stipulated bank prime rate or Canadian Overnight Repo Rate Average (“CORRA”) rate plus a margin. A facility fee is charged on the Ba nk Credit Facility. Letters of credit are issued under the Bank Credit Facility for a fee. As at December 31, 2025, the REIT had no draws outstanding under the Bank Credit Facility. As at February 17, 2026, the REIT had no draws outstanding under the Bank Credit Facility. CTC Credit Facility The REIT, through the Partnership, has an uncommitted, unsecured revolving credit facility in the amount of $300 million with CTC (the “CTC Credit Facility”). The CTC Credit Facility bears interest at a rate based on a stipulated bank prime rate or CORRA rate plus a margin. On Dece mber 31, 2025, the term of the CTC Credit Facility was automatically renewed for one year. As at December 31, 2025, the REIT had $195.8 million in principal outstanding under the CTC Credit Facility. As at February 17, 2026, the REIT had $174.7 million in principal outstanding under the CTC Credit Facility. Canada Square Mortgage In connection with its one-half interest in the Canada Square property, the REIT had a one-half interest in a related Canada Square mortgage which was discharged on March 9, 2023.
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2025 Annual Information Form Page 17 4.4 Corporate Developments Election of New Trustees and Chair of the Board Appointment On May 9, 2023, Pauline Alimchandani, Chief Financial Of ficer, Great Canadian Entertainment, was elected as a new Trustee of CT REIT at its annual meeting of Voting Unitholders (the “2023 Meeting”). The REIT's then Chair of the Board of Trustees, David Laidley, did not stand for re-election at the 2023 Meeting. Following the re-election of John O'Bryan as a Trustee of CT REIT at the 2023 Meeting, Mr. O'Bryan was appointed as the new Chair of the Board by the Trustees. On May 6, 2025, Mr. Thomas J. (TJ) Flood, Executive Vice-President and Chief Operating Officer, CTC, was elected as a new Trustee of CT REIT at its annual meet ing of Voting Unitholders. Mr. Gregory Craig did not then stand for re-election as a Trustee of CT REIT in connect ion with his retirement as Executive Vice-President and Chief Financial Officer, CTC. 5. RISK FACTORS 5.1 Enterprise Risk Management Framework The REIT faces a variety of significant and diverse risks, many of which are inherent in the business conducted by the REIT and the tenants of its Properties. The effective governance and management of risk within the REIT is a key priority for the Board and senior management and, to this end, the REIT has adopted an Enterprise Risk Management Framework (“ERM Framework”) for the purpose s of identifying, assessing, monitoring, managing, and reporting the REIT’s key risks and emerging risk exposures. See section 5.2 entitled “Key Risks”. The ERM Framework is designed to provide an integr ated approach to the management of risks, through a disciplined manner that: • safeguards the REIT’s brand and reputation; • supports the achievement of the REIT’s stra tegic objectives, including financial goals; • preserves and enhances unitholder value; and • supports business planning and operations by providing a cross-functional perspective to risk management integrated with strategic planning and reporting processes. The foundation of the REIT’s ERM Framework is a gover nance approach that includes a comprehensive set of policies that, together with the REIT’s Declaration of Tr ust, require the identification, assessment, monitoring, management, and reporting of all key risks on a timely bas is. The key elements of risk governance are the Board and Chief Executive Officer, supported by the Audit Committee, senior management and the three lines of defense operating model (which includes (i) business and support functions, (ii) oversight functions and (iii) internal audit). Clearly defined roles and responsibilities, co upled with timely monitoring and reporting, assist in supporting a strong risk culture and effective governance of risk. Fundamental to risk governance at the REIT is the ov ersight by the Audit Committee and senior management of all key risks and emerging risks faced by the REIT. Mem bers of senior management a ssist the Chief Executive Officer in discharging responsibilities with respect to managing strategies in alignment with the REIT’s risk appetite, recommending various risk-relat ed policies for the Board’s approval and evaluating the effectiveness of controls the REIT has in place to manage risk and suppo rt the REIT’s strategy. The REIT monitors its risk exposures to assess that its business activities ar e operating within approved limits or guidelines and risk appetite. Exceptions, if any, are reported to the Chief Fi nancial Officer, the Chief Executive Officer, the Audit Committee and/or the Board, as appropriate. In connection with the REIT's developing ESG strategy, plans and practices, see below and section 2.8 entitled “Environmental, Social and Governance” for specific discussions of related risks.
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2 025 Annual Information Form Page 18 5.2 Key Risks A key element of the ERM Framework is the identificat ion and assessment of the RE IT’s key risks which are included, along with emerging risks and other risks asso ciated with the REIT's business and operations, in the REIT's risk universe. The risk universe categorizes the REIT's risks into the following main categories: strategic, financial, operational, and ESG. A key risk is defined as one that, alone or in combination with other interrelated risks, could have a material adverse effect on the REIT’s reputation, financial position, and/or ability to achieve its strategic objectives. Emerging risks are defined as risks that may develop into having a significant impact on the REIT, or that already exist but have a high degree of uncertainty and are difficult to quantify. Management has developed plans to manage each of the key risks, which are reviewed regularly by senior management and reported to the Audit Committee and t he Board. Senior management has comp leted its formal review of the REIT’s key risks (included in the risk factors set out below), which have been presented to and recommended by the Audit Committee and approved by the Board. The risk factors described below should be read in conj unction with the REIT’s 2025 MD&A and its consolidated financial statements and related notes for the financial year ended December 31, 2025. The following discussion of risk factors is not exhaustive but is designed to highlight the risks inherent in the REIT’s business. Other risks and uncertainties that the REIT does not presently consider to be material, or of which the REIT is not presently aware, may become important factors that affect the REIT’s future financial condition, operations and strategic objectives. 5.2.1 External Economic Environment Risk Factors Current and Future Economic Environment Continued concerns and uncertainty over whether the economy will be adversely affected by inflation, deflation or stagflation, and the systemic impact of unemployment, vo latile energy costs, geopolitical issues, changes to applicable duties, tariffs and trade laws and policies and related economic tensions between governments, supply chain issues, health events and the availability and cost of cr edit may contribute to increased market volatility and weakened business and consumer confi dence, and increasing levels of thes e and other risk factors, such as those exhibited in the REIT's current business envi ronment, can intensify their impact. Such economic uncertainties and market challenges, which may result from a continued or exacerbated general economic slowdown experienced by Canada as a whole, by the local economies where the Properties are located or where the REIT's tenants conduct busine ss, or by the real estate industry in par ticular, and their effects could materially and adversely affect the REIT’s ability to generate rev enues, thereby reducing its operating cash flow and earnings. A difficult operating environment could also have a material adverse effect on the ability of the REIT to maintain occupancy rates at the Properties, which could harm the REIT’s financial condition. Under such economic conditions, the REIT’s tenants may be unable to meet their rental payments and other obligations due to the REIT leading to vacancies, which could have a ma terial adverse effect on the REIT’s financial position and reputation. In respect of the REIT’s real estate investments, the REIT is also subject to the risk that if the real estate market ceases to attract the same level of capital investment in the future that it attracts at the time of its investments, or the number of investors seeking to acquire properties de creases, the value of the REIT’s investments may not appreciate or may depreciate. Accordingly, the REIT’s operations and financial condition could be materially and adversely affected to the extent that an economic slowdown or downturn occurs, is prolonged or becomes more severe. Certain significant expenditures of the REIT generally do not change in response to economic or other conditions, including but not limited to: (i) debt service; (ii) pro perty taxes; and (iii) operating and maintenance costs. The REIT’s exposure to relatively fixed expenditures, together with its variable revenue, may result, under certain market conditions, in reduced earnings and could have a material adverse effect on the REIT’s financial condition. Although inflation has not materially impacted the REIT’s results of operations in the recent past, prolonged periods of higher inflation could have a more pronounced negative impact on any variable rate debt the REIT is subject to or incurs in the future and on its results of operations. Similarly, during periods of high inflation, annual
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2025 Annual Information Form Page 19 allowable rent increases as provided for in the REIT’s leases may be less than the rate of inflation on a continual basis. Even though net leases reduce the REIT’s exposure to rising property expenses due to inflation, substantial inflationary pressures a nd increased costs may have an advers e impact on the REIT’s tenants if increases in their operating expenses exceed increases in revenue. This may adversely affect the tenants’ ability to pay rent, which could negatively affect the REIT’s financial condition. Economic Stability of Local Markets Some of the Properties are located in regions where t he economy is dominated by a small number of industries with only a few major participants. The economic stability an d development of these local markets would be negatively affected if such major industry participants failed to maintain a significant presence in such markets. An economic downturn in these markets may adversely affe ct revenues derived by tenant s of the REIT from their businesses and their ability to pay rent to the REIT in accordance with their leases. An enduring economic decline in a local market may affect the ability of the REIT in such affected market to: (i) lease space in its Properties; (ii) renew existing leases at current rates; (iii) derive income from such Properties; and (iv) finance or re-finance such Properties, each of which could adversely impact the RE IT’s financial condition and results of operations and decrease the amount of cash available for distribution to Unitholders. Geographic and Industry Concentrations The Properties are all situated in Canada, the majority of which are located in Ontario, Quebec and Western Canada. Currently, on a committed basis, the Properties within Ontario contribute 41.4% of annualized base minimum rent (39.2% of the Properties’ GLA), in Q uebec contribute 20.8% of annualized base minimum rent (23.7% of the Properties’ GLA), and in Western C anada contribute 30.5% of annualized base minimum rent (28.4% of the Properties’ GLA). As a result, the REIT’s performance, the market value of the Properties and the income generated by the REIT are particularly sensitiv e to changes in the economic condition and regulatory environment of Ontario, Quebec and Western Canada. Adve rse changes in the economic condition or regulatory environment of Ontario, Quebec and Western Canada ma y have a material adverse effect on the REIT’s business, cash flows, financial cond ition and results of operations and it s ability to make distributions to Unitholders. As a result of these concentrations, local economic and i ndustry conditions, changes in federal, provincial or municipal governmental rules and regulations, acts of natur e, health events, and other factors in Ontario, Quebec and Western Canada could result in a decrease in consumer demand for the products and services offered by the REIT’s tenants operating in Ontario, Quebec and Wester n Canada, which would have an adverse effect on the REIT’s tenants’ revenues, costs and results of ope rations, thereby adversely affect ing their ability to meet their obligations to the REIT. Because CTC represents a signific ant portion of the REIT’s portfolio, a downturn in the retail industry may have a material adverse effect on the REIT. As the REIT continues to acquire and/or develop properties, its portfolio may become more concentrated by tenant, industry or geographic area. Such decreased diversity in the REIT’s portfolio could cause it to be more sensitive to the bankruptcy or insolvency of fewer tenants, to changes in consumer trends of a particular industry and to a general economic downturn in a particular geographic area. Changes in Retail Shopping Behaviours and Habits of Consumers Shifting consumer preferences toward e-commerce and omni-channel retail continue to change the role of physical outlets in the purchase of goods and services, including those offered by the REIT’s tenants, and may result in tenants’ decisions to rationalize property portfolios or shift the mix of properties within their portfolios to remain competitive. Either of the foregoing may decrea se the demand for physical space or create a requirement for different physical space by retail tenants, including industrial/fulfillment options to service the e-commerce channel. The failure of the REIT to adapt to changes in the retail landscape, including finding new tenants to replace any lost income stream from existing tenants that reduce the amount of physical space they rent from the REIT, or to adapt to the shifting mix of properties wi thin tenants’ portfolios could adversely affect the REIT’s financial performance.
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2025 Annual Information Form Page 20 Competitive Environment The REIT competes with other owners , investors, developers and operators of properties in seeking tenants and for the purchase and development of desirable real estate properties. Increased competition to lease properties could adversely impact the REIT’s ability to find suitabl e tenants at attractive rental rates and may negatively impact the financial performance of the REIT. Some of t he properties of the REIT’s competitors may be newer or better located than the Properties. Certain of these comp etitors may have greater fi nancial and other resources and greater operating flexibility than the REIT. An increase in the availability of funds for investment or an increase in interest in real estate property investments may increa se the competition for real estate property investments, thereby increasing purchase prices and reducing yield. As such, the REIT may not complete suitable property acquisitions or developments on advantageous terms, if at all, due to such competition for such properties with others engaged in real estate investment activities or a lack of properties for sale on terms deemed acceptable to the REIT. The REIT’s inability to successfully acquire or develop new properties may af fect its ability to achieve anticipated return on investment or realize its investm ent strategy, which could have an adverse effect on its results of operations and financial condition. See also section 5.2.2 entitled “Key Business Relationship Risk Factors – Competitive Tenant Restrictions Under the Lease”. Real Property Ownership and Tenant Risks There is no assurance that the opera tions of the REIT will be profitable or that cash from operations will be available to make distributions to Unitholders. Real es tate, like many other types of long-term investments, experiences significant fluctuation in value and, as a result, specific market conditions (including increasing interest rates) may result in temporary or permanent reductions in the value of the Properties. The marketability and value of the Properties will depend on many factors, in cluding but not limited to those set out elsewhere in this section 5. Asset Class Diversification The REIT’s investments are not widely diversified by asset class. A substantial number of the REIT’s investments are focused in retail properties, namely Canadian Tire stores, or retail related investments in CTC supply chain assets. A lack of asset class diversification increases risk because retail properties are subject to their own set of risks, such as vacancies, changes in retail trends and formats, technology and population shifts. 5.2.2 Key Business Re lationship Risk Factors Significant Ownership by CTC As at December 31, 2025, CTC held a 68.1% effective in terest in the REIT on a diluted basis through ownership of 33,989,508 Units and all of the is sued and outstanding Class B LP Units, where each Class B LP Unit is economically equivalent to and exchangeable for a Unit and is attached to a Special Voting Unit of the REIT, providing the holder thereof with one vote in the REIT. CTC also holds all of the non-voting Class C LP Units which, in certain limited circumstances, entitle the holder thereof to voting ri ghts in the REIT pursuant to Special Voting Units issuable by the REIT to holders of Class C LP Units in such circumstances. As a Voting Unitholder, CTC does not have a duty to act in the best interest of t he REIT. In situations where the interest of CTC and the REIT are in conflict, CTC may utilize its ownership interest in and contractual rights with the REIT to further CTC’s own interest which may not be the same as the REIT’s interests in all cases. The Partnership has issued Class C LP Units, which are designed to provide CTC with an interest in the Partnership that entitles CTC to cumulati ve distributions in priority to distri butions to holders of the Class A LP Units, Class B LP Units and the GP Unit, subject to certain exceptions. The Class C LP Units rank pari passu with the Class D LP Units issued to the RE IT. The weighted average distribution rate on the Class C LP Units as at December 31, 2025 was 4.9% per annum. The Declaration of Trust also provides that for so long as CTC directly or indirectly holds a majority of the Voting Units, the REIT may not undertake, without the prior writt en consent of CTC (in its sole and absolute discretion): (i) any material acquisition, disposition or developmen t; (ii) subject to the CT Re-Financing Obligations, any financings (debt or equity), re-financings or similar transactions; (iii) any direct or indirect granting of security over
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2 025 Annual Information Form Page 21 any assets of the REIT or any related entity; or (iv) t he replacement of the Chief Executive Officer of the REIT (collectively, the “CTC Consent Rights”). Pursuant to the Exchange Agreement, each Class B LP Unit is exchan geable at the option of the holder for one Unit of the REIT (subject to customary anti-dilution adjustments). If CTC exchanges some or all of its Class B LP Units for Units and subsequently sells such Units in t he public market, the market price of the Units may decrease. Moreover, the perception in the public market t hat these sales will occur could also reduce the market price of the Units. There can be no assurance that the credit ratings assigned to CT C will re main in effect for any given period of time or that the ratings will not be lowered, withdrawn or revised by Morningstar DBRS, S&P or Moody’s at any time. Any such lowering, withdrawal or revision of CTC's credit ratings could impact the REIT's own credit ratings. See section 5.2.3 entitled “Financial Risk Factors – The REIT's Credit Ratings”. The likelihood that CTC’s creditors will receive payments owing to them will depend on CTC’s financial health and creditworthiness. As discussed above, the REIT’s revenues are dependent on the ability of CTC to meet its rent obligations under the Canadian Tire Leases. If CTC were to default on or cease to satisfy its payment obligations, it would have a material adverse effect on the REIT’s financial condition or results of operations and its ability to make distributions to Unitholders. Business of the REIT’s Key Tenant As CTC is the REIT’s most significant tenant, the RE IT’s financial performance and condition are substantially dependent on CTC’s financial perform ance, operating results and CTC’s co ntinued ability to satisfy its rent obligations and comply with its obligations pursuant to the commercial arrangements between the REIT and CTC. The future financial performance and operating results of CTC are subject to inherent risks, uncertainties, and other factors. Some of CTC's business and operational risks include risks with respect to strategic agility, franchise operations, brand and reputation, geopolitical conditions, talent, macroeconomic conditions, technology infrastructure, emerging and disruptive technology, cyber security, data and privacy, third parties, supply chain, responsible sourcing, loyalty program, competitive envir onment, customer trends, seasonality, legal, climate change, ESG and business disruptions. Some of the CTC's financial risks include risks with respect to credit, liquidity, market, commodity price, and insurance. Many of these risks are beyond CTC’s control and their effects can be difficult to predict. The foregoing list of important risk factors is not exhaustive and other factors could also adversely affect CTC’s results which, consequently, could materially and adversely affect the financial performance of the REIT and its ability to make distributions to Unitholders. Tenant Concentration The Properties generate income through rent payments made by tenants, and particularly rent payments made by CTC as the REIT’s most significant tenant. The REIT’s cash flows and financial position could be materially and adversely affected if its tenants (particula rly CTC) were unable to meet their obligations under their leases or if a significant amount of available space in the Properties was not able to be leased on economically favourable terms. In addition, restrictive cove nants, which may be registered on title, and the terms of the Canadian Tire Leases may narrow the field of potential t enants at a Property and could contribute to difficulties in leasing space to new tenants. In the event of default by a tenant, the REIT may experience delays or limitations in enforcing its rights as lessor and incur substantial costs in protecting its investment. Furthermore, at any time, a tenant may seek the protection of bankruptcy, insolvency or similar la ws which could result in the rejection and termination of the lease of the tenant and thereby cause a reduction in the REIT’s cash fl ows, financial condition or results of operations and its ability to make distributions to Unitholders. The REIT’s Industrial Properties represent approximat ely 8.9% of annualized base minimum rent. In the event that the leases for the Industrial Properties are not renewed following the initial term, or any subsequent extension term, the size, location and nature of the Industrial Propert ies may limit the extent to which, or the terms upon which, the REIT is able to re-lease the Industrial Properties to another party. No assurance can be given that the REIT will be able to re-lease space vacated by a tenant at an Industrial Property on favourable terms, if at all. The REIT’s inability to re-lease space vacated by a tenant at an Industrial Property on similar terms, or at all, could
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2025 Annual Information Form Page 22 cause a reduction in the REIT’s cash flows, financial condition or results of operat ions and its ability to make distributions to Unitholders. CTC has guaranteed all of its leases except Canadian Ti re store leases acquired fr om third parties and leases with Other CTC Banner stores. The REIT’s revenues are dependent on the ability of CTC to meet its rent obligations and the REIT’s ability to collect rent from CTC. If CTC were to fail to renew its tenancies (including the CTC Office lease), default on or cease to satisfy its payment obligations, it would have a material adverse effect on the REIT’s financial condition, results of operations and its ability to make distributions to Unitholders. Reliance on Key Personnel The management and governance of the REIT depends on the services of certain key personnel, including certain executive officers and the Trustees. The REIT seeks to manage talent risk through its organizational design, employee recruitment programs, succession planning, compensation structures, ongoing training, professional development programs, diversity, inclusion and belonging programs, change management, Code of Conduct and performance management. The REIT also conti nues to adopt strategies to attract and retain talent, to support areas of the business where labour shortages and high competition for talent are prevalent. The REIT relies on CTC to supply certain necessary Se rvices to operate the REIT, including in respect of the internal audit function. See section 10.4 entitled “Commercial Agreements with CTC – Services Agreement” for a description of the Services. Failure to receive these Services, or the requirement to replace the service provider in a short period of time, could have a material adverse effect on the REIT. External pressures and/or ineffective human resource pr actices, including overlooking diversity, inclusion and belonging programs, could negat ively impact the REIT’s ability to attrac t and retain top talent who have the expertise to support the achievement of the REIT’s strategic objectives. Lease Renewals and Rental Increases Expiries of leases for the Properties including those of si gnificant tenants will occur from time to time over the short and long-term. No assurance can be provided that the REIT will be able to renew any or a ll of the leases upon their expiration, or re -lease space without an interruption in the r ental revenue from those Properties, at or above its current rental rates, or without having to offer substantial rent abat ements, tenant improvement allowances, early termination rights, below -market renewal options or without re strictive covenants. The difficulty, delay and cost of renewing or failure to renew leases, re-lease space or achieve rental rate increases may materially and adversely impact the REIT's financial co ndition and results of operations and decrease the amount of cash available for distribution. Competition with CTC and Other Potential Conflicts of Interest The Non-Competition and Non-Solicitation Agreement does not prevent CTC from owning, acquiring, constructing, developing or redeveloping its own stores and properties, provided that if more than 20% of the GLA of the property is rented to non-CTC Banner tenants, CTC must offer the RE IT the opportunity to participate. Accordingly, CTC could compete with the REIT for Canadi an Tire stores upon expiry of Canadian Tire store leases and for other tenants generally and for the purc hase, development and operation of desirable commercial properties. The vast majority of properties acquired or developed by CTC to date contain less than 20% of the GLA leased to non-CTC Banner tenants. While CTC is required, in certain circumstances and subject to the terms and conditions of the ROFO Agreement and the Developm ent Agreement, to provide the REIT with certain opportunities, including rights to acquire or participate in the development of properti es, those circumstances are not comprehensive. In addition, there can be no assurance that the REIT will be able to access such opportunities or that CTC will exercise it s consent rights over acquisitions and finan cings to allow the RE IT to access such opportunities. As a result, CTC may compete with the RE IT in seeking tenants for, and in the development and operation of, properties. See secti on 10.4 entitled “Commercial Agreements with CTC – Non-Competition and Non-Solicitation Agreement” for more information on the Non-Competition and Non-Solicitation Agreement. CTC’s continuing businesses may lead to other conflic ts of interest between CTC and the REIT. The REIT may not be able to resolve any such conflicts and, even if it does, the resolution may be less favourable to the REIT
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2025 Annual Information Form Page 23 than if it were dealing with a party that was not a holder of a significant interest in the REIT. The agreements that the REIT has entered into with CTC may be amended upon agreement between the parties, subject to applicable law and approval of the Independent Trustees. Because of CT C’s significant holdings in the REIT, the REIT may not have the leverage to negotiate any required amendment s to these agreements on terms as favourable to the REIT as those the REIT could secure with a party that was not a significant Voting Unitholder. Under the Canadian Tire Leases acquired from CTC, the REIT has granted alteration and expansion rights in favour of CTC that have priority over the REIT’s develop ment rights to the extent of any conflict between such rights. As a result, the REIT may not be able to develop its Properties in a way that maximizes the value or is most favourable to the REIT, which could materially and adverse ly affect the REIT’s cash flows, operating results, financial condition and ability to make distributions to Unitholders. Sale and Other Disposition Restrictions under the Canadian Tire Leases Pursuant to the Canadian Tire Leases acquired from CTC, the REIT granted CTC a ROFO and a ROFR. The Lease ROFO provides that if the REIT wishes to sell, enter into a lease or otherwise dispose of a Property, all or part of which is leased or was leased to CTC, then the REIT shall first provide an offer to CTC setting out the price and material terms and conditions of the proposed dispositio n or lease. The existence of such rights and the time period provided to CTC to exercise such rights may impair the marketability and value of the Properties owned by the REIT and its ability to attract tenants other than CTC. In addition to the Lease ROFO, the Lease ROFR provides that if the REIT has received a bona fide offer from a Competitor to purchase, lease or otherwise acquire a Property, all or part of which is leased or was leased to CTC, the REIT shall provide such offer to CTC and CTC shall have the right to match such offer. In the event that the REIT desires to sell a Property , the existence of the Lease ROFO and, in certain circumstances, the Lease ROFR as well as restrictions on use under the Canadian Tire Leases in favour of CTC could limit the number of purchasers of such Property, make it more difficult to sell such Property and/or decrease the potential purchase price that could be obtained for such Property, which, in turn, could have a material adverse effect on the REIT. Inhibitions of Take-Over Bids Pursuant to the ROFO Agreement, the REIT has granted CT C a right of first refusal on a Change of Control (a “Change of Control ROFR”). The Change of Control ROFR provides that if a Competitor acquires more than 50% of the Units, on a fully-diluted basis, at a time when t he Properties leased by CTC represent at least 50% of the GLA of all Properties, then CTC will have the right to acqu ire such Properties leased by it at fair market value (which may be less than the Properties’ carrying value), which may have a material adverse effect on Unitholders, including any acquirer of the REIT. Both the Change of C ontrol ROFR, CTC’s significant effective interest in the REIT and certain restrictions set out in the Declarati on of Trust may effectively preclude or substantially discourage transactions involving a Change of Control of t he REIT, including transactions in which an investor, as a holder of the Units, might otherwise receive a premium for its Units over the then-current market price. See also section 10.4 entitled “Commercial Agreements with CTC – ROFO Agreement”. Competitive Tenant Restrictions Under the Lease The REIT is subject to significant restrictions with resp ect to tenants in retail businesses that are competitive to those of the existing CTC business for a period ending on the later of: (i) 10 years after the term of such leases; and (ii) when CTC ceases to hold, directly or indirectly, a majority of the Voting Units. The REIT is not able to enter into leases with such prospective tenants without the consent of CTC, which may be withheld in CTC’s absolute discretion. The REIT may be limi ted in achieving higher rents or longer-term leases with tenants other than CTC due to these restrictions. The REIT may also be limited in achieving higher rents or longer-term leases with tenants other than CTC due to the operation of the ROFO to lease in favour of CTC. As well, the Lease ROFO and Lease ROFR in favour of CTC over the sale, lease or other disposition of the Properties may impede the ability of the REIT to dispose of its Properties or affect the price that the REIT may attain thereof, particularly if CTC has not renewed or otherwise terminated the Canadian Tire Lease in respect of such Property. In any case, these restrictions may result in the inability of the REIT to access otherwise viable commercial lease opportunities
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2 025 Annual Information Form Page 24 and have a material adverse effect on the REIT’s business, cash flows, financial condit ion, results of operations and ability to make distributions to Unitholders. Indemnities Acqui sition agreements, including the Acquisition Agreement, that the REIT has entered into with CTC contain representations and warranties typi cal of those contained in acquisition agreements negotiated between sophisticated purchasers and vendors acting at arm’s length, certain of which are qualified as to knowledge and materiality and subject to reasonable exceptions, rela ting to CTC (as vendor), the Partnership, the Initial Properties and properties subsequently acquired. There can be no assuranc e that the REIT will be fully protected in the event of a breach of such re presentations and wa rranties or that CTC will be in a position to satisfy a successful claim by the REIT in the event any such breach occurs. In additi on, there are certain indemnities with respect to environmental issues provided to the REIT by CTC pursuant to Canadian Tire Leases acquired from CTC. For more information, see section 5.2.5 entitled “Operations Risk Factors – Environmental Matters”. Acquisition of Future Properties from CTC The REIT’ s ability to expand its asset base and increase its AFFO per unit through acquisitions from CTC is affected by the REIT’s ability to leverage its relationship with CTC to access opportunities to acquire additional properties that satisfy the REIT’s investment criteria, all in accordance with the ROFO Agreement and the Development Agreement. There can be no assurance that the REIT will be able to access such opportunities and acquire additional properties or do so on acceptable te rms to the REIT. In addition, there can be no assurance that the ROFO granted to the REIT by CTC to acquire CTC’s interest in certain properties will be exercised or that CTC will elect to dispose of interests in its properties. T he inability of the REIT to ex pand its asset base by virtue of its relationship with CTC or pursuant to the ROFO ma y have a material adverse effect on the REIT’s business, cash flows, financial condition and results of operations and its ability to make distributions to Unitholders. 5.2.3 Financial Risk Factors Interes t Rate Risk The REIT requires access to financial resources to exec ute its investment and growth strategy. When entering into or extending financing agreements, the REIT depends on its ability to agree on terms that will not impair the REIT’s desired AFFO and that do not restrict its ability to make distributions to Unitholders. In addition to the Bank Credit Facility and the CTC Credit Facility, the REIT ma y enter into future financing agreements that include variable interest rates. An increase in interest rates could result in an increase in the costs incurre d by the REIT to service debt or make distributions on, or refinance, the Class C LP Units, impacting the REIT’s future ability to pay distributions to Unitholders, which could materially and adversely affect the trading pric e of the Units. For further details on the classification of distributions on Class C LP Units as net interest and other financing charges, refer to section 5.1, “Net Interest and Other Financing Charges,” of the REIT’s 2025 MD&A. Interest Rate Hedging Risk - The REIT may use interest rate hedges to manage interest rate risk and to provide more certainty regarding income available for distribution to Unitholders, subject to the investment guidelines in the Declaration of Trust and the REIT’s financial risk management policies. Where interest rate hedges are used, there is a risk that the hedges will not adequately protec t the REIT against exposure to adverse fluctuations in interest rates or will not protect the REIT to the ext ent predicted. In addition, if hedging is ineffective, the associated costs of entering interest rate hedges ma y outweigh the benefits or intended protection against fluctuating interest rates. Inadequate or inappropriate hed ging may have a material adverse effect on the REIT’s financial condition, results of operations and ability to make distributions to Unitholders. In addition, to the extent that the REIT fails to ad equately manage interest rate risk through hedges or other mechanisms, its financial results, and its ability to pay distributions to Unitholders and interest payments under the Credit Facilities, the Debentures and future financings may be materially and adversely affected.
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2025 Annual Information Form Page 25 Access to Capital and Liquidity The real estate industry is highly capital intensive. The REIT requires access to capital to fund operating expenses, maintain its Properties, refinance its Indebtednes s and Class C LP Units, if necessary, as well as to fund its growth strategy and certain capital expenditures from time to time. Although the REIT has the Bank Credit Facility, which is committed to September 2030, there is no assurance that the REIT will have access to other capital on terms favourable to the REIT for future proper ty acquisitions, de velopment activities, refinancing its Indebtedness and Class C LP Units, financing or refinanci ng of properties, funding operating expenses, capital expenditures or other purposes. Further, in certain circumstances, the REIT may not be able to borrow funds due to limitations set forth in the Declaration of Trust which, in certain circumstances, includes obtaining CTC’s prior written consent for such borrowing. Failure by the REIT to access required capital could have a material adverse effect on the REIT’s ability to acquire or develop properties, financial condition, results of operations and ability to make distributions to Unitholders, and/ or may require the REIT to dispose of one or more investments that have not yet realized their maximum return or on terms not favourable to the REIT. The REIT’s growth depends on external sources of capital, which are outsi de of its control and affect its ability to seize strategic opportunities, satisfy debt obligations and ma ke distributions to Unitholders. The REIT relies partly on third-party sources to fund its capita l needs. The REIT’s access to third-party sources of capital depends, in part, on: • general market conditions; • the market’s perception of the REIT's growth potential; • the REIT’s current debt levels; • the REIT’s current and expected future earnings; • the REIT’s current and expected cash flows and cash distributions; and • the market price per Unit. There is a risk that the debt capital markets may not re finance maturing fixed rate or floating rate debt on terms and conditions acceptable to the REIT or on any terms at a ll. There is also a risk that the equity capital markets may not be receptive to a Unit offering issue from the REIT with financial terms acceptable to the REIT. An investment in real estate is relatively illiquid. Such illiquidity will tend to limit the REIT’s ability to vary its portfolio promptly in response to changing economic or inve stment conditions. In adverse economic conditions, it may be difficult to dispose of certain types of real estate . The costs of holding real estate are considerable and during adverse economic conditions, the REIT may be faced with ongoing expenditures and a declining prospect of incoming revenues. In such circumstances, it may be nec essary for the REIT to dispose of Properties at lower prices in order to generate sufficient cash for operations and for making distributions to Unitholders. Liquidity risk is the risk that the REIT cannot meet a dem and for cash or fund its obligations as they come due, including without limitation, general and administrative ex penses, capital expenditures, as well as funding tenant incentive costs and making distributions to Unitholders. Although a portion of the cash flows generated by the Properties is devoted to servicing outstanding debt, ther e can be no assurance that the REIT will continue to generate sufficient cash flows from operations to meet interest payments and principal repayment obligations upon an applicable maturity date. If the REIT is unable to meet interest payments or principal repayment obligations, it could be required to renegotiate such paym ents, borrow on its Credit Facilities, issue additional equity or debt or obtain other financing. The failure of the REIT to make or renegotiate interest or principal payments, borrow on its Credit Facilities, issue additional equity or debt or obtain other financing could materially adversely affect the REIT’s financial condition and results of operations and decrease or eliminate the amount of cash available for distribution to Unitholders.
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2025 Annual Information Form Page 26 Unit Price Risk The REIT is exposed to Unit price risk as a result of the issuance of Units, Cl ass B LP Units, which are economically equivalent to and exchangeable for Units, and unit-based compensation. The Class B LP Units and unit-based compensation liabilities are recorded at their fair value based on market trading prices. When the Unit price rises, unit-based compensation expense negatively im pacts net income and new Unit or Class B LP Unit issuances increase in value and are less dilutive. When the Unit price declines, unit-based compensation expense positively impacts net income and new Unit or Class B LP Unit issuances decrease in value and are more dilutive. One of the factors that may influence the market price of the Units is the annual yield on the Units. An increase in market interest rates may lead purchasers of Units to demand a higher annual yield, which accordingly could adversely affect the market price of the Units. In addition, the market price of the Units may be affected by changes in general market conditions, fluctuations in the markets for equity securities and numerous other factors beyond the control of the REIT. The market price of the Units will generally be influenced by the Unit distribution (a s a percentage of the price of the Units) relative to market interest rates. An increa se in market interest rates may lead prospective purchasers of Units to expect a higher distribution rate. However, higher market interest rates would likely increase the REIT's borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of the Units to decrease. The trading volume and market price of the Units ma y fluctuate significantly and be adversely impacted in response to a number of factors, including, but not limited to: • actual or anticipated variations in the REIT’s opera ting results, earnings, or liquidity, or those of the REIT's competitors; • the REIT’s failure to meet, or the lowering of, its earnings estimates, or those of any securities analysts; • increases in market interest rates, which may l ead investors to demand a higher yield for the Units and would result in increased interest expense on the REIT’s debt; • changes in the REIT’s distribution policy; • publication of research reports about the REIT, its com petitors, its tenants, or the real estate investment trust industry; • changes in market valuations of similar companies; • speculation in the press or investment community; • adverse market reaction to the amount of maturi ng debt in the near or medium term and the REIT’s ability to refinance such debt and the terms thereof; • adverse market reaction to any additional Indebte dness the REIT incurs or equity or equity-related securities it issues in the future; • changes in the REIT’s credit ratings; • actual or perceived conflicts of interest; • changes in key management personnel; • the financial condition, liquidity, results of oper ations, and prospects of the REIT’s tenants; • failure to maintain the REIT’s qualificat ion as a real estate investment trust; • disruptive actions by activist Unitholders; • changes to the REIT's property valuation proces s and related impact on the value of its Properties; • the realization of any of the other risk factors presented in this AIF or in subsequent annual information forms that the REIT files with the securities regulators; and • health events and the enactment of related restrict ive measures, which may have a material adverse impact on the REIT's operations or tenants. Degree of Leverage The REIT’s degree of leverage could have important consequences to Unitholders, including but not limited to: (i) making the REIT more vulnerable to a downturn in business or the economy in general; (ii) a larger portion of the REIT’s cash flows being dedicated to the payment of principal and interest on Indebtedness, thereby reducing the total amount of funds available for distributions to Un itholders; and (iii) the REIT’s ability to obtain additional
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2 025 Annual Information Form Page 27 financing in the future for working capital, capital expenditures, acquisitions, development or other general trust purposes. Under the Declaration of Trust, the REIT’s total Indebtedness plus the aggregate par value of the Class C LP Units shall not exceed 60% of Gross Book Value (or 65% of Gross Book Value including convertible Indebtedness). The ratio of Indebtedness of the REIT plus the aggregate par value of the Class C LP Units to Gross Book Value was approximately 39.8% as at De cember 31, 2025. Under the Trust Indenture and Bank Credit Facility, the REIT’s total Indebtedness plus the aggregate par value of the Class C LP Units shall not exceed 60% of Aggregate Adjusted Assets (or 65% of Aggregate Adjusted Assets including convertible Indebtedness). In addition, the REIT’s Credit Facilities limit its ability to incur additional Indebtedness. Redemptions of Class C LP Units The Class C LP Units are subject to redemption rights, in cluding those of the Unitholder. Pursuant to the Limited Partnership Agreement, the Class C LP Units may be redeemed upon payment of an amount equal to $1,000 per Class C LP Unit, together with all accrued and unpaid distributions up to but excluding the date fixed for redemption. Alternatively, the Partnership may elect, from time to time, to settle any such redemption payment, in whole or in part, with Class B LP Units which are economically equivalent to and exchangeable for Units, and the interests of Unitholders may be diluted thereby. The numbe r of Class B LP Units to be issued on the applicable redemption date will be determined bas ed on the 20-day volume-weighted aver age price of the Units as of the end of the trading day prior to redemption. In addition, the Partnership’s ability to incur debt or issue equity in order to finance the redemption of Class C LP Units for cash is subject to CTC’s prior written consent (in its sole and absolute discretion). See section 7.2 entitled “Partnersh ip Units – Class C LP Units” for more information on the Class C LP Units. Financing Risks As at Dece mber 31, 2025, the REIT had outstanding debt under its Credit Facilities, the Debentures and a mortgage payable plus the aggregate par value of the Cla ss C LP Units of approximately $3.1 billion. Although a portion of the cash flow generated by the Properties is devoted to servicing such debt and the distributions on the Class C LP Units, there can be no assurance that the REIT will continue to generate sufficient cash flow from operations to meet, as applicable, required distributions, interest payments, principal repayments and redemption amounts upon an applicable maturity date or redemption date. If the REIT is unable to meet distribution, interest, principal payments or redemption amounts, it could be requir ed to seek renegotiation of such payments or obtain additional equity, debt or other financing. The REIT’s ability to undertake a financing (equity or debt), re-financing or similar transaction or any direct or indirect granting of security over any assets of the REIT or any related entity is restricted under the Declaration of Trust and requires the prior written consent of CTC. The failure of the REIT to make or renegotiate interest, principal payments, or redemption amounts, or obtain additional equity, debt or other financing could materially adversely affect the RE IT’s financial condition and results of operations and decrease or eliminate the amount of cash available for distribution to Unitholders. The REIT is subject to the risks associated with debt financing, including the risk that any outstanding Indebtedness will not be able to be refinanced or that the terms of such refinancing will not be as favourable as the terms of existing Indebtedness, which may reduce AFFO. Similarly, the REIT is subject to financing risk on the reset or redemption of Class C LP Units at the expiry of the applicable Current Fixed Rate Period that may be on less favourable terms than on the existing Class C LP Unit s. To the extent that rate s rise, the REIT’s operating results and financial condition could be materially a nd adversely affected and decrease the amount of cash available for distribution to Unitholders. No Class C LP Units with variable distribution rates currently exist. The REIT’s Debentures also contain covenants that require it to maintain certain financial ratios on a consolidated basis. If the REIT does not maintain su ch ratios, its ability to make distri butions to Unitholders may be limited or suspended. These covenants may restrict the REIT’s ability to expand or fully pursue its business strategies. The breach of any of these covenants coul d result in a default under the REIT’s Indebtedness, which could result in the acceleration of the maturity of such Indebtedness and potentially other Indebtedness. If any of the REIT’s Indebtedness is accelerated prior to maturity, it may not be able to repay such Indebtedness or refinance such Indebtedness on favorable terms, or at all. The agreements governing some of the REIT’s Indebtedness contain restrictions and covenants, including financial covenants, that limit or will limit the REIT’s ability to operate its business. These restrictions may
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2025 Annual Information Form Page 28 adversely affect the REIT’s operating and financial flex ibility and may limit the REIT’s ability to respond to changes in its business or competitive environment, all of which may materially and adversely affect the REIT. The REIT’s failure to comply with certain of its debt co venants could result in defaul ts (including cross defaults) that accelerate the payment under such debt and limit the distributions pai d to the REIT’s Unitholders, which would likely have a material adverse effect on the REIT’s financial condition and results of operations. In addition, these defaults could impair its access to debt and equity markets. Nature of Investment The Units represent a fractional interest in the REIT and do not represent a direct investment in the REIT’s assets and should not be viewed by investors as direct securities of the REIT’s assets. A Unitholder of the REIT does not hold a share of a body corporate. Unit holders do not have statutory rights norm ally associated with ownership of shares of a corporation including, for example, the right to bring ‘‘oppression” or ‘‘derivative” actions. The rights of Unitholders are primarily derived from the Declaration of Trust. There is no statute governing the affairs of the REIT equivalent to the Business Corporations Act (Ontario) or the CBCA which sets out certain statutory rights and entitlements of shareholders of corporations in va rious circumstances. As well, the REIT may not be a recognized entity under certain existing insolvency legislation such as the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding Up and Restructuring Act (Canada), and thus (i) the treatment of Unitholders upon an insolvency of the REIT would be dependent on the provisions of the Declaration of Trust as a contractual right to Unitholders and ( ii) in the event of a restructuring, a holder of Debentures may be in a different position than a holder of indebtedness of a corporation. Return on Investment and Cash Distributions are Not Guaranteed There can be no assurance regarding the amount of income to be generated by the Properties. The ability of the REIT to make cash distributions, and the actual amount distributed, is entirely dependent on the operations and assets of the REIT, and is subject to various factors, including financial performance, Credit Facilities and other Indebtedness (including in respect of the Debentures), fluct uations in working capital, the sustainability of income derived from the tenants of the Properties and any capital expenditure requirements and approval of the Board. Cash available to the REIT to fund distributions may be limited from time to time because of such items as principal repayments, tenant allowances, leasing commi ssions, capital expenditures and redemptions of Class C LP Units, if any. The REIT may be required to use part of its debt capacity or to reduce distributions in order to accommodate such items. The Units are equity securities of the REIT and are not traditional fixed income securities. Unlike fixed income securities, there is no obli gation of the REIT to distri bute to Unitholders any fixed amount and there is no promise to return the initial purchase price of a Unit on a certain date in the future, and reductions in, or suspensions of, cash distributions may oc cur at any time that would reduce the yield of a Unit. The market value of the Units will deteriorate if the REIT is unable to meet its distribution and AFFO targets, and that deterioration may be significant. In addition, any changes in the value of the Properties may impact Unitholder value as the Units may trade at a premium or a discount to values implied by Property valuations. Moreover, the composition of cash distributions for tax purposes may change over time and may affect the after- tax return for investors. Therefore, the rate of return over a defined period for a Unitholder may not be comparable to the rate of return on a fixed income security that provides a ‘‘return on capital” over the same period. Dilution The number of Units (including Class B LP Units, issuable by the Partnersh ip, which are exchangeable for Units on a one-for-one basis) that the REIT is authorized to issue is unlimited. The issuance of additional Units or Class B LP Units (including pursuant to any employee incent ive compensation plan, if applicable) may dilute the interests of Unitholders. Credit Risk The REIT is exposed to credit risk resulting from the pos sibility that counterparties could default on their financial obligations to the REIT. Exposure to credit risk relates to rent receivables, cash and cash equivalents, short-term investments, security deposits, derivatives and notes re ceivable. Credit risk exposure has generally increased due to macroeconomic conditions. Factors such as econ omic downturns, rising unemployment rates, and market
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2025 Annual Information Form Page 29 uncertainties can adversely impact the financial health of tenants and their abilit y to meet their financial obligations to the REIT. Although the REIT takes reason able efforts to mitigate thes e risks, if the REIT’s counterparties default, it could have a material adverse effect on the REIT’s financial condition, results of operations and ability to make distributi ons to Unitholders. Credit risk also ar ises from the possibility that tenants may experience financial difficulty and be unable to fulfill their lease commitments. A provision for credit losses is taken for all anticipated collection risks. The REIT's Credit Ratings The REIT manages its operations to maintain investment gr ade status with a capital structure consistent with the REIT’s current credit profile, but there can be no assurance that the REIT will be able to maintain its current credit rating or ratings, as applicable from time to time. The REIT’s credit ratings could change based upon, among other things, changes in CTC's credit ratings, its hist orical and projected business profile, financial condition, liquidity, results of operations, and prospects. These rati ngs are subject to ongoing evaluation by credit rating agencies and the REIT cannot provide any assurance that its ratings will not be changed or withdrawn by a credit rating agency. If any of the credit rating agencies downgrade the REIT’s credit rating, or if any credit rating agency indicates that it has placed the REIT’s rating on “credit watch” with negative implications, or otherwise indicates that its trend or outlook for the REIT’s rating is negative, it could have a material adverse effect on the REIT’s net financing costs and availability of capital, which could in turn have a material adverse effect on the REIT and on its ability to satisfy debt service obligations (including those under the Credit Facilities, Debentures or other similar debt securities that the REIT issues) and to pay distri butions on the Units. Furthermore, any such action could negatively impact the market price of the Debentures. Debt Service Obligations The REIT’s Indebtedness (including any increases thereo f) could have significant adv erse consequences on its business and operations, including the following: • it may increase the REIT’s vulnerability to changes in economic conditions (including increases in interest rates) and limit the REIT’s flexibility in planning for, or reacting to, changes in the REIT’s business and/or industry; • the REIT may be required to dedicate a substantial po rtion of its cash flow from operations to payments on its debt, thereby reducing funds available for ope rations, real estate investments and other business opportunities that may arise in the future; • the REIT’s ability to obtain any additional financing it may need in the future for working capital, debt refinancing, capital expenditures, real estate in vestments, development or other general corporate purposes, may be limited; • the REIT may be at a disadvantag e compared to its competitors with comparatively less Indebtedness or debt with less restrictive terms; • to the extent the REIT seeks to hedge exposure rela ting to its Indebtedness, it may be unable to fully hedge such exposure, or such hedges may be ineffective or expire, leaving the REIT exposed to potentially volatile interest or currency exchange rates; • any default on the REIT's secured Indebtedness may lead to foreclosures, creating taxable income that could hinder the REIT's ability to meet its distribution requirements imposed by tax laws; • the REIT may be unable to satisfy its debt service requirements or refinance its Indebtedness or obtain additional financing as needed or on favorable terms; and • the REIT’s ability to pay distributions in cash on its Units may be limited. The REIT’s ability to generate sufficient cash flow determines whether the REIT will be able to (i) meet its existing or potential future debt service obligations; (ii) refinance its existing or potentia l future Indebtedness; and (iii) fund its operations, working capital, acquisitions, capital ex penditures, pay distributions, and other important business uses. As discussed elsewhere in this AIF, the REIT’s future cash flow is subject to many factors beyond its control and the REIT cannot assure that its business will generate sufficient cash flow from operations, or that future sources of cash will be available to the REIT on favorable terms, to meet all of its debt service obligations and fund its other important business uses or liquidity needs. As a result, the REIT may be forced to take other actions to meet those obligations, such as selling Properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material advers e effect on the REIT. In addition, despite the REIT’s
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2 025 Annual Information Form Page 30 substantial outstanding Indebtedness (including the Class C LP Units) and the restrictions in the agreements governing its Indebtedness, the REIT may incur significantly more Indebtedness in the future, which would exacerbate the risks discussed above. 5.2.4 Legal and Regulatory Compliance Risk Factors T ax-Related Risk Factors Mutual Fund Trust Status – The Tax Act contains restrictions on investments and income which must be complied with by closed-end trusts. Generally, in order to qualify as a ‘‘closed-end” mutual fund trust, the REIT must restrict its activities to the making of passive investments (such as the ownership of real property that is capital property) and must satisfy all of the following conditions: • at all times, at least 80% of the REIT’s assets must consist of shares (or rights to acquire shares), cash, bond s, debentures, mortgages, notes or other simila r obligations, marketable securities or Canadian real estate; • not less than 95% of the REIT’s income (computed without regard to any distributions) for each taxation yea r must be derived from, or from the disposition of, investments described above; • not more than 10% of the REIT’s assets at any time may consist of shares, bonds or securi ties of any one corp oration or debtor; • the REIT must not be maintained primarily for non-residents (i.e. less than 50% of its Units may be owned by non-residents); and • all Units must be listed on a designated stock exchange in Canada and comply with minimum distrib ution requirements. Manag ement of the REIT ensures that t he REIT satisfies the conditions to qualify as a closed-end mutual fund trust by complying with the restrictions in the Tax Ac t as they are interpreted and applied by the CRA. No assurance can be given that the REIT will be able to comply with these restrictions at all times. If the REIT were not to qualify as a mutual fund trust for purposes of the Tax Act, the consequences could be material and adverse. There can be no assurance that the Ca nadian federal income tax laws respecting closed-end mutual fund trusts, or the ways in which these rules are interpreted and applied by the CRA, will not be change d in a manner which adversely affects the REIT and/or its Unitholders. Under current tax law, a trust may lose its status under the Tax Act as a closed-end mutual fund trust if it can reasonably be considered that the trust was establishe d or is maintained primarily for the benefit of Non- Residents, except in limited circumstances. Accordingly, the Declaration of Trust provides that Non-Residents may not be the beneficial owners of more than 49% of the Unit s (determined on a basic or a fully-diluted basis). The Trustees will also have various powers that can be used for the purpose of monitoring and controlling the extent of Non-Resident ownership of the Units. The restriction on the issuance of Units by the REIT to Non-Residents may adversely affect the REIT’s ability to raise financing for future acquisitions or operations. In addition, the Non-Resident ownership restriction could adversely impact the liquidity of the Units and the market price at which Units can be sold. Real Estate Investment Trust Status – Certain conditions mu st be met for a real estate investment trust to retain its real estate investment trust status and to be exem pt (the “REIT Exception”) from the rules applicable to specified investment flow-through (“SIFT”) trusts under Canadian tax laws (“SIFT Rules”). Unless the REIT Exception applies to the REIT, the SIFT Rules may have an adverse impact on the taxation of the REIT and on the taxation of distributions to Unitholders. Management believes that the REIT presently meets the requirements of the REIT Exception; however, there can be no assuranc e that the REIT will be able to qualify for the REIT Exception such that the REIT and the Unitholders will not be subject to the SIFT Rules in future years. Should the REIT cease to qualify under t he REIT Exception for a taxation year, the REIT would be subject to the SIFT Rules which could have a materially adverse impact on the level of cash distributions declared by the REIT and the taxation of such distributions to Unitholders. In particular, non-deductible distribution amounts could be taxable to the REIT (with the result that the amount of cash available fo r distribution by the REIT would be reduced which could negatively impact the value of a Un it and would also be included in the income of
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2025 Annual Information Form Page 31 Unitholders for purposes of the Tax Ac t as taxable dividends). The REIT Exception is applied on a taxation year basis. Accordingly, even if the REIT does not qualify for the REIT Exception in a particular taxation year, it may be able to do so in a subsequent taxation year. In the event that the SIFT Rules apply to the REIT, the impact to Unitholders will depend on the status of the Unitholder and, in part, on the amount of income dist ributed which would not be deductible by the REIT in computing its income in a particular year and what portions of the REIT’s distributions constitute ‘‘non-portfolio earnings’’, other income and returns of capital. Tax Basis of the Properties – Certain Properties were and continue to be acquired by the Partnership on a tax deferred basis, such that the tax cost of these Properties was less than t heir fair market value. If one or more of such Properties are disposed of in the future, the gain realized by the Partnership for tax purposes will be in excess of that which it would have realiz ed if it had acquired the Properties at a tax cost equal to their fair market values. For the purpose of claiming capital cost allowa nce, the undepreciated capital cost of such Properties acquired by the Partnership from CTC was equal to t he amounts jointly elected by the Partnership and CTC on the tax-deferred acquisition of such Properties. The undepr eciated capital cost of such Properties was less than the fair market value of such Properties. As a result, t he capital cost allowance that the Partnership may claim in respect of such Properties is less than it would have been if such Properties had been acquired with a tax cost basis equal to their fair values. Change in Law – There can be no assurance that income tax laws applicable to the REIT, including the treatment of real estate investment trusts and closed-end mutu al fund trusts under the Tax Act, will not be changed (or the interpretation or application of those laws, including st atements, decisions or positio ns by applicable courts or regulators) in a manner which adversely affects the RE IT or the Unitholders. Any such changes could have a negative effect on the value of the Units. Regulatory Risks The REIT is subject to laws and regulations governing the REIT’s ownership and leasing of real property, securities, employment standards, environmental matters , taxes and other matters. It is possible that future changes in applicable federal, provincial, territorial, stat e, municipal, local or common laws or regulations or changes in their enforcement or regulatory interpreta tion could result in changes in the legal requirements affecting the REIT (including with retroactive effect). Any changes in the laws to which the REIT is subject could materially adversely affect its rights and title to the Properties. Financial Reporting and Other Public Company Requirements The REIT is subject to reporting and other obligations un der applicable Canadian securities laws and rules of the stock exchange on which the Units are listed, including National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators. These reporting and other obligations place significant demands on the REIT’s management, administrative, operational, and accounting resources, including those provided pursuant to the Servic es Agreement. The REIT is partially reliant on CTC, pursuant to the Services Agreement, for certain internal cont rol functions. Effective internal controls over financial reporting, particularly those related to revenue recogni tion, are necessary for the REIT to produce reliable financial reports and to maintain its qualification as a r eal estate investment trust and are important in helping to prevent financial fraud. Any failure of the REIT, or its servic e provider, to maintain effective internal controls could cause the REIT to fail to meet its reporting obligations or result in material misstatements in its consolidated financial statements. If the REIT cannot provide reliable fina ncial reports or prevent frau d, not only could its real estate investment trust qualification be jeopardized, but al so its access to capital could be impaired, and it could be exposed to civil litigation or investigations by regulat ory authorities. Further, the REIT’s reputation, financial condition and operating results could be materially harmed which could also cause investors to lose confidence in the REIT’s reported financial information, which could result in a reduction in the trading price of the Units. The REIT’s internal controls over financial reporting, di sclosure controls and procedures and its operating internal controls may not prevent or detect financial misstatement s or loss of assets because of inherent limitations, including the possibility of human error, the circumvention or overriding of cont rols, or fraud. An internal control system, no matter how well-designed, implemented or audited, can provide only reasonable, not absolute, assurance with respect to financial statement and disclos ure accuracy and safeguarding of assets, and that the control system’s objectives will be met.
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2025 Annual Information Form Page 32 Litigation Risks In the normal course of the REIT’s operations, whether directly or indirectly, it may become involved in, named as a party to or be the subject of, various legal proceedings , including regulatory proceedings, tax proceedings and legal actions relating to personal injuries, property damag e, property taxes, land ri ghts, the environment and contract disputes. The outcome with respect to outstandi ng, pending or future proceedings cannot be predicted with certainty and may be determined in a manner adverse to the REIT and may result in the REIT’s incurrence of significant legal fees and/or require the REIT to pay si gnificant fines, judgments or settlements, which, to the extent uninsured or in excess of insured limits, or not subject to indemnification, could have a material adverse effect on the REIT’s assets, liabilities, business, financ ial condition and results of operations. Even if the REIT prevails in any such legal proceeding, the proceedings could be costly which could have a material adverse effect on the REIT’s cash flows, financial condition or results of operations and its ability to make distributions to Unitholders. Unitholder Liability The Declaration of Trust provides that no Unitholder w ill be subject to any liability w hatsoever to any person in connection with the holding of a Unit. In addition, legi slation has been enacted in the province of Ontario and certain other provinces and territories of Canada that is intended to provide Unitholders in those provinces and territories with limited liability. However, there remains a risk that a Unitholder could be held personally liable for the obligations of the REIT to the extent that claims are not satisfied out of the assets of the REIT. 5.2.5 Operations Risk Factors Property Development, Redevelopment and Renovation Risks To the extent that the REIT engages in development, redevelopment or major renovation activities with respect to certain Properties (including Canada Square), it is subject to certain risks, including: (i) the availability and pricing of financing on satisfactory terms or at all; (ii) the av ailability and timely receipt of zoning, occupancy and other government and regulatory approvals; (iii) changes in zoni ng and land use laws; (iv) the ability to achieve an acceptable level of occupancy upon completion (including at the CTC Office); (v) the pot ential that the REIT may fail to recover expenses already incurred if it abandon s development or redevelopment opportunities after commencing to explore them; (vi) the potential that the REIT may expend funds on and devote management time to projects which it does not comple te; (vii) construction, development, or redevelopment costs of a project, including certain financial or other obligations to CTC under the Development Agreement or the REIT’s intention to employ sustainability measures in the development and redevelopment of its Properties, may exceed original estimates and/or require increased capital expenditures as compared to the same activities performed without consideration of environmental or sustainability measures , possibly making such projects less profitable than originally estimated, or unprofitable; (viii) the time requi red to complete the construction or redevelopment of a project or to lease the completed project may be greater than originally anticipated, thereby adversely affecting the REIT’s cash flow and liquidity; (ix) the cost and time ly completion of construction (including risks beyond the REIT’s control, such as weather, natural disasters, health events, labour conditions, material shortages or supply chain disruptions); (x) contra ctor and subcontractor disputes, strikes, l abour disputes or supply disruptions; (xi) occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and (xii) the availability and pricing of financing to fund the REIT’s development or redevelopment activities on favourable terms, or at all. As the Canadian Tire Leases cover the entirety of each Property owned by the REIT where CTC is the sole tenant of such Property and, given the long-term nature of the Canadian Tire Leases, the REIT may not be able to capitalize on redevelopment or intensification opportuniti es at some of its Properties, given certain consent and priority rights of CTC. See section 10 entitled “Arrangements With CTC”. The above risks could result in substantial unanticipat ed delays or expenses and, under certain circumstances, could prevent the initiation of develop ment or redevelopment activities or the completion of development or redevelopment activities once undertaken. In addition, development or redevelopment projects entail risks that such investments may not perform in accordance with ex pectations and can carry an increased risk of litigation (and its attendant risks) with contractors, subcontractor s, suppliers, partners and others. Any of these risks could
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2 025 Annual Information Form Page 33 have an adverse effect on the REIT’s reputation, financial condition, results of operations, cash flow, the trading price of the Units, distributions to Unitholders and ability to satisfy the REIT’s principal and interest obligations. Environmental Matters As an owner of real property in Canada, the REIT is, or may be, subject to various Canadian federal, provincial, territorial and municipal laws relating to environmental matters, including government initiatives aimed at countering climate change through, for example, reducing Greenhouse Gas (GHG) emissions. Such laws provide, or may provide in the future, that the REIT, its officers and Trustees could be, or become, liable for environmental harm, damage or costs, including with respect to the rele ase of hazardous, toxic or other regulated substances into the environment, and the removal or other remediation of hazardous, toxic or other regulated substances that may be present at or under its Properties or at bu ildings located on the Properties. Further, liability may be incurred by the REIT with respect to the release or migrat ion of such substances from or to the Properties. These laws often impose liability regardless of whether the property owner knew of, or was responsible for, the presence of such substances. Additional liability may be incurred by the REIT with respect to the improper use, handling, management, disposal or storage of such substances or the release or migration of such substances from the Properties to the environment, including to properties owned by third parties, or with respect to the exposure of persons to such substances. The costs of investigation, removal and other remediation of such substances or Properties, if any, may be substantial and could materially adversely affect the REIT’s financial condition and results of operations. The presence of contamination or the failure to remediate contamination may also materially adversely affect the REIT’s ability to sell such Property , realize the full value of such Property, insure such Property, or borrow using such Property as collateral secu rity, and could potentially result in significant claims against the REIT by public or private parties. The Properties may contain contamination, hazardous, toxic, or other regulated substances and/or other residual pollution and environmental risks. Some of the Properties ha ve, or have had, tenants that would or currently use, hazardous, toxic, or other regulated substances. In addi tion, automotive service centres, retail gas bars and propane tank centres are currently, or have been, located at many of the Properties. Subject to the terms of its leases, the REIT might bear the risk of cost-intensive investigation, assess ment, removal or other remediation of such contamination, hazardous, toxic or other regulated substances or other residual pollution. The discovery of any such contamination or residual pollution on the Prop erties and/or in the buildings at the Properties, particularly in connection with the lease or sale of Properties or borrowing using the real estate as security, could trigger claims for rent reductions or termination of l eases for cause, for damages and other breach of warranty claims, against the REIT. The remediation of any contamination and the related additional measures the REIT would have to undertake, such as ongoing risk management measures, could have a materially adverse effect on the REIT and could involve considerable additional costs. The REIT will also be exposed to the risk that recourse against the polluter or the previous owner of the Properties might not be possible. Moreover, the existence or even the mere suspicion of the existence of ground contamination, hazardous, toxic or other regulated substances or other residual pollution or the use of a Property for an environment ally sensitive business (such as the sale of gasoline and related products) can materially adversely affect the value of a Property and the REIT’s ability to lease, finance, or sell such Property. The REIT’s operating policies require the REIT to obtain or be entitled to rely on a recent (dated no earlier than 24 months prior to receipt by the REIT), Phase I environ mental site assessment cond ucted by an independent and experienced environmental consultant prior to acquiring a property and, where further environmental investigation is recommended in a Phase I, either have such further environmental site asse ssment conducted, or, have a second independent and experienced environmental consult ant further evaluate such property. Although such environmental site assessments would provide the REIT with some level of assurance about the condition of such properties, the REIT may become subject to liabilit y for undetected contaminati on or other environmental conditions at its Properties against which it cannot insure, or against which the REIT may elect not to insure, which could negatively impact the REIT. The risk of relying on a Phase I environmental site assessment that is not current is that such assessment may not disclose more recent areas or events of concern. Canadian Tire Leases acquired from CTC include an i ndemnity by CTC in favour of the REIT for any environmental issues caused by the tenant, its Dealers, sublessees, licensees, servants, agents, employees,
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2025 Annual Information Form Page 34 suppliers and invitees or by any person permitted to be on the premises by the tenant or any person for whom the tenant is in law responsible and existing prior to the sa le of a Property by CTC to the Partnership (subject to environmental site condition reports, if any), and for any failure by CTC or any other person for whom CTC is responsible (or regarding a Property under the care and cont rol of CTC pursuant to its lease) to comply with environmental laws. The REIT may not be able to successf ully enforce an indemnity contained in such Canadian Tire Leases against CTC or such indemnity may not be sufficient to fully indemnify the REIT from, or may not apply to certain, third-party claims or remediation costs that the REIT otherwise undertakes. In order to mitigate exposure to environmental liability, the REIT, among other things, maintains an environmental insurance policy which provides some coverage for subst antially all of its Propertie s. However, the policy is subject to interpretation, exclusions and limitations and may not fully compensate the REIT for any environmental liability. The REIT may not desire to renew the environ mental insurance policy in place upon expiration or a replacement policy may not be available at a reasonable cost, if at all. Fa ilure to appropriately manage the risks associated with environmental factors could impact the REIT’s ability to achieve strategic aspirations, meet stakeholder and regulators’ expectations and negatively impact its reputation. Climate Change Climate change continues to garner attention from govern ments, regulators and the public due to the significant impact greenhouse gas (“GHG”) emissions and other acti vities are having on the planet. CT REIT and its Properties are exposed to both physical and transition climate-related risks. Physical risks include more frequent and severe natural disasters and weather events such as extreme temperatures, flooding, windstorms, extreme rain, storm su rges, hurricanes, wildfires and snow/ice events. Such events could interrupt the REIT’s and its tenants’ oper ations and activities, damage Properties, and diminish traffic. Physical risks may also have indirect effects on the REIT’s business by increasing the cost of (or making unavailable) property insurance on terms the REIT finds acceptable, as well as increasing the cost of renovations, energy, water and other services at its Properties. Transition risks are associated with the transition to a net-zero economy, and include potential changes to energy availability and cost, impacts of sustainability perform ance on building valuations and rent, and increasingly stringent regulations and government initiatives ai med at combating climate change and reducing GHG emissions. Such risks could impose constraints on the REIT’s operationa l flexibility or cause the REIT to incur financial costs, including compliance costs. Complianc e with stricter laws and other related regulatory requirements, the discovery of previously unknown issues, an increase in costs related to addressing known conditions, or an increase in litigation risk, may have a material adverse effect on the REIT's business, cash flows, financial condition, results of operations, and ability to distribute funds to Unitholders. In addition, a perceived lack of action on climate change could alienate stakeholders w ho continue to be conscious of this issue, leading to a decline in stakeholder trust, and a negative impact to reputation and Unit price. Although the REIT cannot predict with certainty the rate at which climate change is occurring and the effects of climate change on its Properties and operations, the REIT ’s financial position and results from operations could be adversely affected by the materialization of any of the climate-related risks identified herein. Cyber and Technology Risk The REIT relies on CTC’s information technology (IT) systems in many areas of its operations. CTC’s information systems are subject to the increasing frequency and sophistication of global cyber threats, including ransomware attacks. The methods used to obtain unauthorized access, disable or degr ade service or sabotage systems are constantly evolving. Should a cyber attack be successful, and a breach of sensitive information occur or its systems and services be disrupted, the REIT’s financial position, brand, and/or ability to achieve its strategic objectives may be negatively affected. The REIT acce sses CTC’s enterprise-wide policies and programs to address capabilities, performance, security, and availability including resiliency and disaster recovery for systems, infrastructure, and data, to comply with information security standards and for the active monitoring, management, and enhancement of its ability to mitigate cyber risk.
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2025 Annual Information Form Page 35 The REIT requires segregation and protection of its info rmation, including security over tenant lease details, employee information, financial records and operationa l data (“Confidential Information”). Some of this Confidential Information is held and managed by third-party service providers, including CTC. Any failure in data security or any system vulnerability (i nternal or external) could result in harm to the reputation or competitive position of the REIT. To redu ce the level of vulnerabilit y, the REIT has implemented (and has worked with its service providers, including CTC, to implement) security measures, including monitoring and testing, maintenance of protective systems and contingency plans, to prot ect and to prevent unauthorized access of Confidential Information and to reduce the likelihood of disruptions to its IT systems. Despite these measures, all of the REIT’s and its service providers’ information systems, including back-up systems, are vulnerable to damage, interruption, disability or failures due to a variet y of reasons, including physical t heft, fire, power loss, computer and telecommunication failures or other catastrophic events, as well as from internal and external security breaches, denial of service attacks, viruses, worms and other known or unknown disruptive events. The REIT or its third- party service providers may be unable to anticipate, timely identify or appropriately respond to one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers, cy ber terrorists and others may attempt to breach the REIT’s security measures or those of the REIT's third-party service providers’ information systems. As cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat t he REIT’s security measures or those of its third-party service providers. Moreover, employee error or malfeasance, faulty passwo rd management or other irregularities may result in a breach of the REIT’s or its third-party service provider s’ security measures, which could result in a breach of Confidential Information. As the REIT is substantially dependent on CTC for the prov ision of IT services, if CTC does not allocate and effectively manage the resources necessary to build and sust ain a reliable IT infrastructure or fails to timely identify or appropriately respond to cybersecurity incidents, or if its information syst ems are damaged, destroyed, shut down, interrupted or cease to function properly, the REIT’s business could be disrupted and the REIT could, among other things, be subject to: (i) significant disruption involving the REIT’s or its third-party provider’s IT networks and related systems disrupting the proper functi oning of such networks and systems; (ii) misstated financial reports, violations of loan covenants and/or mi ssed reporting deadlines; (iii) the inability to properly monitor its compliance with the rules and regulations r egarding its qualification as a REIT; (iv) unauthorized access to, and destruction, loss, the ft, misappropriation or rele ase of proprietary, confidential, sensitive or otherwise valuable information of the RE IT or others, which others could use to compete against the REIT or for disruptive, destructive or otherwise harmful purposes and outcomes; (v) damage to the REIT’s reputation among its customers and investors generally; (vi) the loss of or failure to attract new tenants; (vii) the loss of revenue; (viii) the loss or unauthorized access to Confidential Info rmation or other assets; (ix) the loss of or damage to trade secrets; (x) damage to its reputati on; (xi) litigation; (xii) regulatory enforcement ac tions; (xiii) violation of privacy, security or other laws and regulations; and (xiv) remediation costs. The costs of maintaining adequate protection against data security threats, based on considerations of their evolution, increasing sophistication, pervasiveness and frequency and/or government-mandated standards or obligations regarding protective efforts, could be material to the REIT’s financial position or results of operations in a particular period or over various periods. There can be no assurance that the REIT or its service provider’s security efforts and meas ures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Business Continuity and Disaster Recovery Future natural and man-made disasters, health crises, dev elopment site work stoppages, prolonged IT failure, terrorist activity, power failures, or other national or in ternational catastrophes, potential disasters, crises or business interruptions may materially adversely affe ct the REIT’s operations and Properties and, more specifically, may cause the REIT to experience reduced rental revenue (including from increased vacancy), incur clean-up costs or otherwise incur costs in connection with such events. Any of these events may have a material adverse effect on the REIT’s reputation, business, cash flows, financial condition and results of operations and its ability to make distributions to Unit holders. Ineffective cont ingency planning, bus iness interruptions, crises or potential disasters could adversely affe ct the reputation, operations and finan cial performance of the REIT. While the REIT has insurance, either directly or indirectly thr ough certain of its tenants, to co ver a substantial portion of
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2 025 Annual Information Form Page 36 the cost of physical damage and business interruption, such insurance includes customary deductible amounts and certain exposures may not be covered by insurance. Talent Management Failure by the REIT to effectively attract and retain talented and experienced employees and to establish adequate succession planning, compens ation structures, and retention st rategies, including professional development, change management, code of conduct, and performance management, could result in a lack of requisite knowledge, skill and experience. In addition, failure by the REIT to build a diverse and inclusive workplace, in part through diversity and inclusion prog rams that provide equal opportunities and advocate for diversity and inclusion, could limit the REIT's ability to attract and retain talented and experienced employees. These failures could erode the REIT’s competitive position or result in increased costs and competition for, or high turn-over of, employees. Any of the foregoing could negatively affect the REIT’s ability to operate its business and execute its strategies, which in turn could adversely affect its reputation, operations or financial performance. Third-Party Service Providers and Joint Venture Partnerships The REIT currently relies on third-party service providers or joint venture partners to provide the REIT with certain services or to complete certain projects. This approach involves risks not otherwise pr esent for the REIT if such services were performed by the REIT or if investments we re made directly by the REIT. It is possible that third- party service providers and the REIT’s joint venture par tners may have diverging or inconsistent economic or business interests or goals than the REIT at any time and th ey may take actions contrary to the REIT’s requests, policies or objectives. These diverging interests could, among other things, expose the REIT to liabilities in excess of its proportionate share of those liabilities. Other ri sks of joint venture investments could include im passes on decisions. As a joint venture partner, the REIT may not be in a position to exercise sole decision-making aut hority relating to the property, joint venture, or its investment partner. In addition, there is the potential that the REIT’s inve stment partner may become bankrupt. The partition rights of each owner in a jointly owned property could reduce the value of each portion of the divided property. The lack of an effective process for developing joint vent ure arrangements or for contract tendering, drafting, review, approval and monitoring may pose risks for the REIT. The REIT may not be able to negotiate contracts with terms, services levels and rates that are optimal fo r the REIT. In addition, joint venture partners may fail to fund their share of capital, may not comply with the terms of any governing agreements or may incur reputational damage which could negatively impact the REIT. Inefficient, ineffective or incomplete service-provider management/partnership strategies, policies and procedur es could impact the REIT’s reputation, operations and/or financial performance. Property Management and Leasing While the vast majority of existing Canadian Tire store leases are triple-net, there can be no assurances that other leases assumed or entered into will be on similar terms or that the Canadian Tire store leases, if and when renewed, will be on the same or similar terms. Certain significant expenditures, incl uding, as applicable, property taxes (including higher property tax reassessments), ground rent, maintenance costs, capital repairs, debt service payments, insurance costs and related charges, must be made throughout the period of ownership of real property, regardless of whether the property is producing sufficient income to pay such expenses. Maintaining a rental property in accordance with market standards c an entail significant costs, which the REIT may not be able to recover from its tenants. As a result, the REIT will bear the economic cost of such operating costs and/or taxes which may adversely impact the REIT’s financial condition and results from operations and decrease the amount of cash available for distribution to Unitholders. In a ddition, the timing and amount of capital expenditures may indirectly affect the amount of cash available for distribution to Unitholders. Distributions may be reduced, or even eliminated, at times when the REIT deems it necessary to make significant capital or other expenditures. If the actual cost of maintaining or upgrading a Property exceeds the REIT’s estimates, or if hidden defects are discovered during maintenance or upgrading which are not covered by insurance or contractual warranties, or if the REIT is not permitted to increase rents due to legal or other constraints, the REIT will incur additional and
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2025 Annual Information Form Page 37 unexpected costs. If competing propertie s of a similar type are built in an area where one of the Properties is located, or similar properties located in the vicinity of one of the Properties are subs tantially refurbished, the net operating income derived from, and the value of, the Proper ty could be reduced. Any failure by the REIT to undertake appropriate maintenance and refurbishment work in response to the factors described above could adversely affect the rental income that the REIT earns from such Prope rties. Any such event could have a material adverse effect on the REIT’s cash flows, financ ial condition, results of operations and ability to make distributions to Unitholders. Ground Leases As certain of the Properties are located on leased land, the REIT and such Properties may be exposed to risks associated with such ground leases. The conditions of each ground lease, such as its term and the payment obligations, are a key parameter that co uld adversely impact the REIT’s business, cash flows, financial condition, operating results, and ability to make cash distributions on the Units. A typical ground lease requires the REIT to pay rent for the use of the land and pay all costs and ex penses associated with building improvements. The REIT may be subject to amendments to the terms and conditions of a ground lease, for example, with respect to payment terms or periodic rent rate resets. Unfavourabl e changes to the terms of a ground lease may limit the REIT’s ability to dispose of the property subject to such ground lease, and may decrease, or require the REIT to write down all or part of, the asset value of such property, which could have a material adverse effect on the REIT’s financial condition. Certain of the ground leases also include restrictive covenants preventing the taking of certain actions, such as financing or refinancing of properties subject to the ground lease or restrict the use or the transferability of the interests in such properties. A term ination of a ground lease, including in circumstances of event of default or material breach of the terms, could result in a loss of the property subject to such ground lease, together with all improvements thereon, which could have a material adverse effect on the REIT’s financial condition. Reliance on the Partnership The REIT is dependent on the business of the Partnership. The cash distri butions made to Unitholders are dependent on the ability of the Partnership to make distribu tions in respect of the limited partnership units of the Partnership. The ability of the Partnership to make distributions or make other payments or advances to the REIT depends on the Partnership’s results of operations and may be restricted by, among other things, applicable tax and other laws and regulations and may be subject to c ontractual restrictions cont ained in any instruments governing the Indebtedness of the Partner ship, any priority distribution co ntained in the Limited Partnership Agreement and any other agreements governing the Pa rtnership. If the Partnership is unable to make distributions or other payments or advances to the REIT, such failure could have a material adverse effect on the REIT’s financial condition, results of operations and ability to make distributions to Unitholders. General Insured and Uninsured Risks The REIT carries, directly or indirectly, general liability, umbrella liability and/or excess liability insurance with limits which are typically obtained for similar real estate por tfolios and otherwise acceptable to the Board. For property risks, the REIT carries, directly or indirectly, ‘‘All Risks” property insurance, which includes but is not limited to, fire, flood, earthquake and loss of rental income insura nce (with a 12 month indemnity period). The REIT also carries, directly or indirectly, boiler and machinery insura nce covering certain losses and expenses resulting from the accidental breakdown of boilers, pressure vessels, HVAC systems, mechanical and electrical equipment. There are, however, certain types of risks (generally of a catastrophic nature, such as from war, nuclear accident or pandemic) which are uninsurable under most insurance policies. Furthermore, ther e are other risks that the REIT has determined are not economically viable to insure against. The REIT’s leases typically require that its tenants maintain insurance of the types and in the amounts that are usual and customary for similar types of commercial prope rty. Under certain circumstances, however, the REIT may permit certain tenants to self-insure certain risks. Depending on the location of t he property or nature of its use, losses of a catastrophic nature, such as thos e caused by earthquakes or floods, may be covered by insurance policies that are held by the REIT’s tenants with limitations, such as large deductibles or co-payments that a tenant may not be able to meet. In addition, fact ors such as inflation, changes in building codes and ordinances, environmental and sustainability consideratio ns and others may make any insurance proceeds the
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2025 Annual Information Form Page 38 REIT receives insufficient to fully repair, restore or re place a property if it is damaged or destroyed. In the event the REIT experiences a substantial or comprehensive loss of any of its Properties, it may not be able to rebuild such Property to its existing specifications without significant capital expenditures, which may exceed any amounts received under insurance policies. The loss of the REIT’s capital investment in, or anticipated future returns from, its Properties due to material uninsured losses could materially and adversely affect the REIT. Certain catastrophic events, including earthquake, windstorm and flood risks, can make obtaining and maintaining property insurance more difficult and expensive. The REIT currently has insurance for these risks, subject to certain policy limits and deductibles. The REIT does not have coverage for property damage, business interruption costs, and liabilities related to pandemics or infectious diseases. The REIT bears all losses that are not adequately covered by insurance, as well as any insurance deductibles. Although the REIT believes that its insurance programs are adequate, and it expects to regularly assess the adequacy of its coverage, assurance cannot be provided that the REIT will not incur losses in excess of insurance coverage or that insurance can be obtained in the future at acceptable levels and reasonable cost. Should an uninsured or underinsured loss occur, the REIT could lose its investment in, and anticipated profits and cash flows from, one or more of its Properties, but would continue to be obligated to repay any mortgage indebtedness on such Properties which would likely adversely impact the REIT's financial condition and results of operation and decrease the amount of cash available for distribution to Unitholders. 6. DECLARATION OF TRUST AND DESCRIPTION OF THE UNITS 6.1 General CT REIT is an unincorporated, closed-end real estate in vestment trust established pursuant to the Declaration of Trust under, and governed by, the laws of Ontario. Although the REIT qualifies as a “mutual fund trust” as defined in the Tax Act, the REIT is not a “mutual fund” as defin ed by applicable securities legislation. The following summary does not purport to be complete with respect to t he attributes of the Units and certain provisions of the Declaration of Trust. The following summary is qualified by reference to the terms of the Declaration of Trust, which has been filed with the Canadian securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca and on the REIT’s website at www.ctreit.com. Meetings of Voting Unitholders The Declaration of Trust provides that meetings of Voting Unitholders will be called and held annually for the election of Trustees, the appointment of auditors for the ensuing year, the presentation of the consolidated financial statements of the REIT for the immediately preceding fiscal year, and the transaction of such other business as the Trustees may determine or as may be properly brought before the meeting. A meeting of Voting Unitholders may be convened by the Trustees at any time and for any purpose and must be convened, except in certain circumstances, if requisitioned by the holders of not less than 5% of the Voting Units then outstanding by a written requisition. Voting Unitholders may attend and vote at all meetings of Voting Unitholders either in person for an in-person meeting, virtually by electronic means fo r a virtual meeting or hybrid (virtual and in-person) meeting, or by proxy and a proxyholder need not be a Voting Unitholder. Two or more persons present in person or represented by proxy and representing in total at leas t 10% of the votes attached to all outst anding Voting Units will constitute a quorum for the transaction of business at all meetings.
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2 025 Annual Information Form Page 39 Amendments to the Declaration of Trust and Voting on Other Extraordinary Matters The Declaration of Trust, except where specifically provided otherwise, may be amended only with the approval of a majority of the votes cast by the Voting Unitholders at a meeting called for that purpose or the written approval of the Voting Unitholders holding a majority of the outstanding Voting Units. Notwithstanding the foregoing, certain amendments and certain extraordinary matters will require the ap proval of at least two-thirds of the votes cast by the Voting Unitholders at a meeting of Vo ting Unitholders called for that purpose or the written approval of Voting Unitholders holding more than two-thirds of the outstanding Voting Units, including: (i) any amendments to the amendment provision s of the Declaration of Trust; (ii) any increase or decrease to the maxim um or minimum size of the Board; (iii) an exchange, reclassificati on or cancellation of all or part of the Units or Special Voting Units; (iv) the change or removal of the rights, privileges, rest rictions o r conditions attached to the Units or Special Voting Units, including, without limitation, a. the removal or change of rights to distributions; b. the removal of or change to conversion privilege s, re demption privileges, options, voting, transfer or pre-e mptive rights; or c. the reduction or removal of a distribution preference or liquidation preference; (v) the creation of new rights or privileges attaching to certain of the Un its or Special Voting Units; (vi) any change to the existing constraints on the issue, transfer or ownership of the Units or Special Voting Units, except as provided in the Declaration of Trust; (vii) the sale of the REIT’s Property as an entirety or su bstantially as an entirety (other than as part of an internal reorganization approved by the Trustees); (viii) the combination, amalgamation or arrangement of t he REIT or any of its Subsidiaries with any other entity that i s not the REIT or a Subs idiary of the REIT (other than as part of an internal reorganization as approved by the Trustees); (ix) a material change to the Limited Partnership Agreement; and (x) certain amendments to the investment guideline s and operating policies of the REIT. Notwithstanding the foregoing, the Declaration of Trust provides that CTC shall hold its CTC Consent Rights for so long as it directly or indirectly holds a majority of the Voting Units. In no event will the Trustees amend the De claration of Trust if such amendment would amend Voting Unitholders’ voting rights, cause the REIT to fail to qualify as a “mutual fund trust”, “real estate investment trust” or “unit trust” under the Tax Act or cause the REIT or a Subsidiary of the REIT to be subject to tax under paragraph 122(1)(b), subsection 197(2) or Part XII.2 of the Tax Act. Take-Over Bids The Declaration of Trust contains provisions to the effect that if a take-over bid is made for Units and not less than 90% of the Units (including Units is suable on the exchange of any exchangeable securities, including Class B LP Units, but excluding Units held at the date of the take-over bid by or on beha lf of the offeror or associates or Affiliates of the offeror or those acting jointly or in concert with them) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Units held by holder s who did not accept the take-over bid on the terms on which the offeror acquired Units from holders who accepted the take-over bid.
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2025 Annual Information Form Page 40 Information and Reports Prior to each meeting of Voting Unitholders, the Trustees will make available to the Voting Unitholders (along with notice of the meeting) information similar to that r equired to be provided to shareholders of a corporation governed by the CBCA and as required by applicable securities laws and stock exchange requirements. Rights of Unitholders The Declaration of Trust establishes and governs the ri ghts of the Unitholders and the attributes of the Units. Many of the provisions of the CBCA respecting the governance and management of a corporation are incorporated in the Declaration of Trust. However, Unit holders do not have statutory rights of shareholders of a corporation incorporated under the CBCA including, for exam ple, the right to bring “o ppression” or “derivative” actions or to exercise “dissent rights”. The Declaration of Trust also includes provisions modeled after comparable provisions of the CBCA dealing with the calling and hold ing of meetings of Voting Unitholders and Trustees, the procedures at such meetings and the right of the Voting Unitholders to participate in the decision-making process where certain fundamental actions are proposed to be undertaken. 6.2 Authorized Capital and Outstanding Securities CT REIT is authorized to issue an unlimited number of Unit s and Special Voting Units. As at December 31, 2025, the REIT had a total of 110,042,367 Units outstanding and 128,046,329 Special Voting Units outstanding. In addition, Preferred Units may from time to time be cr eated and issued in one or more classes (each of which may be made up of unlimited series) without requiri ng Voting Unitholder approval. Before the issuance of Preferred Units of a series, the Trustees must execut e an amendment to the Declaration of Trust containing a description of such series, including the designations, right s, privileges, restrictions and conditions determined by the Trustees, and the class of Preferred Units of which such series is a part. As at February 17, 2026, the REIT had no Preferred Units outstanding. Units Each Unit is transferable and repres ents an equal, undivided beneficial interest in the REIT and any distributions from the REIT, whether of net income, net realized c apital gains or other amounts and, in the event of the termination or winding-up of the REIT, in the net assets of the REIT remaining after satisfaction of all liabilities. All Units rank among themselves equally and ratably without disc rimination, preference or priority. Each Unit entitles the holder thereof to receive notice of, to attend and to one vote at all meetings of Voting Unitholders or in respect of any written resolution of Voting Unitholders. Unitholders are entitled to receive distributions from the REIT (whether of net income, net realized capital gains or other amounts) if, as and when declared by the Truste es. Upon the termination or winding-up of the REIT, Unitholders will participat e equally with respect to t he distribution of the remaini ng assets of the REIT after payment of all liabilities and subject to the rights of Preferred Unitholders, if any. Such distribution may be made in cash, as a distribution in kind, or both, all as the Trus tees in their sole discretion may determine. Units have no associated conversion or retraction rights . No person is entitled, as a matter of right, to any pre-emptive right to subscribe for or acquire any Unit, except for CTC as se t out in the Exchange Agreement, or as otherwise agreed to by the REIT pursuant to a binding written agreement. Special Voting Units Special Voting Units are only issued in tandem with Cla ss B LP Units or, in limited circumstances, to holders of Class C LP Units, and are not transferabl e separately from the Class B LP Unit s or the Class C LP Units, as the case may be, to which they relate. Upon any valid transfer of Class B LP Units or Class C LP Units, as the case may be, such Special Voting Units will automatically be transferred to the transferee of the Class B LP Units or the Class C LP Units, as the case may be. As Class B LP Units are exchanged for Units or redeemed or purchased for cancellation by the Partnership, the corresponding Special Voting Units will be cancelled for no consideration.
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2025 Annual Information Form Page 41 Each Special Voting Unit entitles the holder thereof to rece ive notice of, to attend, and to one vote at all meetings of Voting Unitholders or in respect of any resolution in wr iting of Voting Unitholders. Except for the right to attend and vote at meetings of Voting Unitholders or in respec t of written resolutions of Voting Unitholders, Special Voting Units do not confer upon the hol ders thereof any other rights. A Spec ial Voting Unit does not entitle its holder to any economic interest in the REIT, or to any interest or share in the REIT, any of its distributions (whether of net income, net realized capital gains or other amounts) or in any of its net assets in the event of the termination or winding-up of the REIT. Preferred Units The Trustees may fix, from time to time and before such issue, the number of Preferred Units which is to comprise each class and series and the designati on, rights, privileges, restrictions and conditions attaching to each class and series of Preferred Units including any voting rights, the rate or amount of distributions (which may be cumulative or non-cumulative and variable or fixed) or the method of calculating di stributions, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion or exchange, if any, any rights on the liquidation, dissolution or winding-up of the REIT, and any sinking fund or other provisions. The Preferred Units of each class and series will, with respect to the payment of distributions (other than distributions paid solely through the di stribution of additional Units) and the di stribution of assets of the REIT or return of capital in the event of liqui dation, dissolution or winding-up of the REIT, whether voluntary or involuntary, or any other return of capital or distribution of assets of the REIT among the Unitholders for the purpose of winding-up its affairs, be entitl ed to preference over the units of the RE IT ranking by their terms junior to the Preferred Units. The Preferred Units of any series may also be given other preferences over the units of the REIT ranking by their terms junior to the Preferred Units, so long as such preferences are not inconsistent with the Declaration of Trust. Issuance of Units Subject to the pre-emptive rights of CTC contained in the Exchange Ag reement and the CTC Consent Rights under the Declaration of Trust, Units or rights to acquire Units or other securities may be created, issued and sold at such times, to such persons, for such consideration and on such terms and conditions as the Trustees determine, including pursuant to a rights plan, distribut ion reinvestment plan, purchase plan or any incentive option or other compensation plan. Units are issued only when fully paid in money, property or past services, and they are not subject to future calls or assessments, pr ovided that Units may be issued and sold on an installment basis and the REIT may take security over any such Units so issued. Where the Trustees determine that the REIT does not have available cash in an amount sufficient to pay the full amount of any dist ribution, the payment may, at the option of the Trustees, include or consist entirely of the issuance of additional Units having a fair market value determined by the Trustees equal to the differen ce between the amount of the distribution and the amount of cash that has been determined by the Trustees to be available for the payment of such distribution. These additional Units will be issued pursuant to applicable exem ptions under applicable securities laws, discretionary exemptions granted by applicable securities regulatory authorities or a prospectus or similar filing. The Declaration of Trust also provides that, subject to cert ain limitations and regulatory requirements, immediately after any pro rata distribution of additional Units to all Unitholders, the numbe r of outstanding Units will automatically be consolidated such that each Unitholder will hold after the consolidation the same number of Units as the Unitholder held before the distribution of such additi onal Units. In such circumstances, each such interest in Units prior to the distribution of additional Units will be deemed to represent the same number of Units after the distribution of such additional Units and the consolidati on. If tax is required to be withheld from a Unitholder’s share of the distribution, the consolidation will not result in such Unitholder holding the same number of Units. The Trustees may refuse to allow the issuance of or to register the transfer of Units where such issuance or transfer would, in their opinion, adversely affect the tr eatment of the REIT under applicable Canadian tax laws or their qualification to carry on any relevant business. Purchase of Units The REIT may, from time to time, purchase all or a porti on of the issued and outstanding Units for cancellation, in accordance with applicable securities laws and stock exchange rules.
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2 025 Annual Information Form Page 42 On No vember 27, 2024, CT REIT, after filing a Notice of Intention to Make a Normal Course Issuer Bid (“Notice of Intention”), received approval from the TSX to purchase up to 1,875,000 Units during the 12-month period commencing on November 29, 2024, and ending on November 28, 2025 by way of a NCIB (the “2024-2025 NCIB”). On November 27, 2024, the TSX also approved an automatic securities purchase plan (“2024-2025 ASPP”), which allowed the REIT’s designated broker to periodically purchase Units during the REIT’s blackout periods, subject to pre-defined parameters in accordance with the rules of the TSX and applicable securities laws, in connection with the 2024-2025 NCIB. During the years ended December 31, 2024 and December 31, 2025, CT REIT did not make any purchases of Units under the 2024-2025 NCIB. CT REIT may also purchase Units through private agreem ents if it receives an issuer bid exemption order permitting it to make such purchases. Any purchases of Units made by way of private agreements may be at a discount to the prevailing market price as provided in the relevant issuer bid exemption order. Decisions regarding the timing of future purchases of Units will be based on market conditions, Unit price and other factors. Limitations on Non-Resident Ownership of Units In order for the REIT to maintain its status as a “mutual fund trust” under the Tax Act, it must not be established or maintained primarily for the benefit of Non-Resident s. Accordingly, at no time may Non-Residents be the beneficial owners of more than 49% of t he Units on either a basic or diluted basis and the REIT has informed its transfer agent and registrar of this rest riction. The Trustees may require a registered holder of Units to provide them with a declaration as to the jurisdictions in which beneficial owners of Units registered in such holder’s name are resident and as to whether such beneficial owner is Non-Resident (and, in the case of a partnership, whether the partnership is Non-Resident). If the Trustees becom e aware, as a result of such declarations or other investigations, that the beneficial owners of more than 49% of the Units on eith er a basic or diluted basis are, or may be, Non-Residents or that such a situation is imminent, the Trustees may make a public announcement thereof and will not accept a subscription for Units from, or issue or register a transfer of Units to, a person unless the person provides a declaration in form and content satisfactory to the Trustees that the person is not a Non- Resident and does not hold such Units for the benefit of Non-Residents. Notwithstanding the foregoing, if the Trustees determine that more than 49% of the Units on either a basic or diluted basis are held by Non-Residents, the Trustees may send or cause to be sent a notice to su ch Non-Resident Unitholders chosen in inverse order to the order of acquisition or registrati on or in such other manner as the Trustees may consider equitable and practicable, requiring them to sell their Units or a porti on thereof within a specifi ed period of not more than 30 days. If the Unitholders receiving such notice have not sold the specified number of Units or provided the Trustees with satisfactory evidence that they are not Non-Residents within such period, the Trustees may on behalf of such persons sell or cause to be sold such Units and, in the interim, will suspend the voting and distribution rights attached to such Un its. Upon such sale, t he affected holders will cease to be holders of the relevant Units and their rights will be limited to receiving the net proceeds of sale upon surrender of the certificates, if any, representing such Units. Notwithstanding the foregoing, the Trustees may determine not to take any of the actions described above if the Trustees have been advised by legal counsel that the failure to take any of such actions would not adversely im pact the status of the REIT as a mut ual fund trust for purposes of the Tax Act or, alternatively, may take such other action or actions as may be necessary to maintain the status of the REIT as a mutual fund trust for purposes of the Tax Act. 7. THE PARTNERSHIP AND PARTNERSHIP UNITS 7.1 General The Partne rship is a limited partnership formed under the laws of the Province of Ontario and is governed by the amended and restated limited partnership agreement dat ed October 23, 2013, as amended by agreement dated December 12, 2013, among CT REIT GP Corp. (the “Gen eral Partner”), CT REIT, CTREL, Canadian Tire Holdings I Limited Partnership and Canadian Tire Hold ings II Limited Partnership and as further amended by agreement dated June 9, 2015, among t he General Partner, CT REIT, CTREL, Canadian Tire Holdings II Limited Partnership, Canadian Tire Holdings III Limited Partnersh ip, and Canadian Tire Holdings IV Limited Partnership and as may be further amended from time to time (the “Limited Partnership Agreement”). The Partnership
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2025 Annual Information Form Page 43 beneficially owns, directly or indirectly, all of the Proper ties. The General Partner is the general partner of the Partnership. The General Partner is a corporation incorporat ed under the laws of the Province of Ontario, and is wholly-owned by CT REIT. The majority of the directors of the board of the General Pa rtner are not Trustees of the REIT. The following summary does not purport to be comp lete with respect to the attributes of the Limited Partnership Agreement. The following summary is qualified by reference to the terms of the Limited Partnership Agreement, which has been filed with the Canadian securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca. 7.2 Partnership Units The Partnership has outstanding Class A LP Units, all of which are held by the REIT, Class B LP Units, all of which are held by CTC, Class C LP Unit s, all of which are held by CTC, and Class D LP Units, all of which are held by the REIT. The General Partner has a GP Interest in the Partnership via the GP Unit. Class A LP Units The Class A LP Units are designed to represent the REIT’s equity interest in the Partnership. The number of Class A LP Units is intended to be equal to the number of issued and outstanding Units. Each Class A LP Unit entitles the holder thereof to one vote at all meetings of the limited partners of the Partnership. As at December 31, 2025, 110,042,367 Class A LP Units were outstanding. Class B LP Units The Class B LP Units are, in all material respects, econom ically equivalent to the Units on a per unit basis. The Class B LP Units are exchangeable on a one-for-one basis fo r Units at any time at t he option of their holder, unless the exchange would jeopardize the REIT’s status as a “mutual fund trust” or “real estate investment trust” under the Tax Act or cause or create significant risk t hat the REIT would be caused to be subject to tax under paragraph 122(1)(b) of the Tax Act and subject to satisfaction of conditions set out therein. As at December 31, 2025, 128,046,329 Class B LP Units were outstanding. Class C LP Units The Class C LP Units are designed to provide CTC with an interest in the Partnership as holders of the Class C LP Units are entitled, on a pari passu basis with the holde rs of Class D LP Units, to a cumulative, preferential monthly distribution in priority to distributions made to holders of the Class A LP Units, Class B LP Units and the GP Unit, subject to certain exceptions. The Class C LP Units have been issued in series and provide holders of Class C LP Units with a fixed, cumulative, preferenti al cash distribution, if, as and when declared by the board of directors of the General Partner, during the current fi xed rate period for each applicable series of Class C LP Units (the “Current Fixed Rate Period”), payable monthly at an annual distribution rate for each series as set out in the table below.
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2025 Annual Information Form Page 44 Series of Class C LP Units Initial Subscription Price ($000) Annual distribution rate during Current Fixed Rate Period Expiry of Current Fixed Rate Period % of Total Class C LP Units Series 3 $200,000 4.38% May 31, 2030 (4.4 years) 13.78% Series 4 $200,000 5.43% May 31, 2029 (3.4 years) 13.78% Series 5 $200,000 4.50% May 31, 2028 (2.4 years) 13.78% Series 6 $200,000 5.00% May 31, 2031 (5.4 years) 13.78% Series 7 $200,000 5.00% May 31, 2034 (8.4 years) 13.78% Series 8 $200,000 5.00% May 31, 2035 (9.4 years) 13.78% Series 9 $200,000 5.00% May 31, 2038 (12.4 years) 13.78% Series 16 $16,550 4.38% May 31, 2030 (4.4 years) 1.14% Series 17 $18,500 4.38% May 31, 2030 (4.4 years) 1.27% Series 18 $4,900 4.38% May 31, 2030 (4.4 years) 0.34% Series 19 $11,600 4.38% May 31, 2030 (4.4 years) 0.79% Total / Weighted Average 1 $1,451,550 4.88% 6.5 years 100.00% 1 As at December 31, 2025. Prior to the completion of the Current Fixed Rate Peri od for each series, holders of the applicable series of Class C LP Units may elect either a fixed rate or floating rate option for a further five-year period thereafter, provided that a holder of Class C LP Units may not elect a floating rate option if such election would result in the REIT exceeding the limit on floating rate instruments set out in the Declaration of Trust. In all cases, the Class C LP Units provide holders with cu mulative, preferential cash distributions, if, as and when declared by the board of directors of the General Partner; provided that, for greater certainty, the amount of any such distribution shall be determined in accordance with the terms of each series of Class C LP Units. On the expiry of the Current Fixed Rate Period for each series, upon at least 120 days’ prior written notice, the Partnership may redeem or a holder may require the Part nership to redeem, in whole or in part, the then outstanding Class C LP Units of that series, upon payment for each Class C LP Units so redeemed of an amount equal to the par value in cash per Class C LP Unit together with all accrued and unpaid distributions thereon (whether or not declared) up to but excluding the date fixed for redemption. The Partnership is required to make an offer to the hol ders of Class C LP Units to redeem for cash all of the outstanding Class C LP Units within 30 days following a Change of Control of the RE IT. In such circumstances, the cash redemption price will be an amount equal to the par value of the applicable Class C LP Units. In the event that the Partnership has not paid all applicable ac crued and payable distributions on a series of Class C LP Units for 24 months in the aggregate, whether or not consecutive and whether or not such distributions shall have been declared by the board of direct ors of the General Partner, the holders of such Class C LP Units will be issued 100 Special Voting Units for each such Class C LP Un it held. Immediately following the payment in full of all applicable accrued and payable distributions on such Class C LP Units, all of the corresponding Special Voting Units issued to such holder of Class C LP Units will be cancelled for no consideration. So long as any of the Class C LP Units are outstanding, the Partnership will not at any time without, but may at any time with, the approval of the holders of a majority of the Class C LP Units of the Partnership: (i) pay any distribution on the Class A LP Units, the Class B LP Un its or GP Units of the Part nership unless distributions payable on the Class C LP Units have been paid in full (subject to certain exceptions); (ii) offer to accept the withdrawal of the Class A LP Units or the Class B LP Units; or (iii) issue Additional LP Units ranking ahead of the Class C LP Units.
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2 025 Annual Information Form Page 45 Rate Reset The ann ual distribution rate for the Series 3, 16, 17, 18 and 19 Class C LP Units was reset by the Partnership for another five-year term effective June 1, 2025. As at February 17, 2026, 1,451,550 Class C LP Units were outstanding. Class D LP Units The Cl ass D LP Units are designed to provide the REIT with an interest in the Partnership, as holders of the Class D LP Units are entitled, on a pari passu basis with holder s of the Class C LP Units, to a cumulative, preferential semi-annual distribution in priority to distributions made to holders of the Class A LP Units, Class B LP Units and the GP Unit, subject to certain exceptions. The REIT will principally rely on distributions and other payments from the Partnership on the Class D LP Units held by the REIT to provide sufficient funds to make interest and principal payments on its Debentures. The Class D LP Units are issued in series and provide hol ders of Class D LP Units with a fixed, cumulative, preferentia l cash distribution payable semi-annually, in arrears, if, as and when declared by the board of directors of the General Partner for the initial period, provided that, for greater certainty, the amount of any such distribution shall be determined in ac cordance with the terms of each series of Class D LP Units. The following table sets forth, among other things, the Class D LP Units outstanding as at December 31, 2025, the issuance date, the semi-annual payment dates and the respective redemption dates for each series of Class D LP Units. Series of Class D LP Units Related Debt Instrument Initial Subscription Price ($000) Issuance Date Annual Distribution Rate of the Related Debt Instrument Semi-Annual Payment Dates Redemption (based on maturity date of Related Debt Instrument) Series 4 Series D Debentures $200,000 May 31, 2016 3.289% June 1, December 1 June 1, 2026 Series 5 Series E Debentures $175,000 June 16, 2017 3.469% June 16, December 16 June 16, 2027 Series 6 Series F Debentures $200,000 February 7, 2018 3.865% June 7, December 7 December 7, 2027 Series 7 Series G Debentures $150,000 January 6, 2021 2.371% January 6, July 6 January 6, 2031 Series 8 Series H Debentures $250,000 February 3, 2022 3.029% February 5, August 5 February 5, 2029 Series 9 Series I Debentures $250,000 November 17, 2023 5.828% June 14, December 14 June 14, 2028 Series 10 Series J Debentur es $200,000 June 9, 2025 4.292% June 9, December 9 June 9, 2030 Total/Weighted Avg.1 $1,425,000 3.840% 1 As at December 31, 2025. So long as any of the Class D LP Units are outstanding, the Partnership will not at any time without, but may at any time with, the approval of the holders of a majority of the Class D LP Units: (i ) pay any distribution on the Class A LP Units, the Class B LP Units or GP Units of the Partnership unless distributions payable on the Class D LP Units have been paid in full (subject to certain exceptions); (ii) offer to accept t he withdrawal of the Class A LP Units or the Class B LP Units; or (iii) issue Additional LP Units ranking ahead of the Class D LP Units. 7.3 Additional LP Units The Partne rship may fix, from time to time and before such issue, the number of Additional LP Units which are to comprise each class and series and the designation, rights, privileges, restrictions and conditions attaching to each class and series of Additional LP Units including any voting rights, the rate or amount of distributions (which may be cumulative or non-cumulative and variable or fixed) or the method of calculating distributions, the dates of payment thereof, the terms and condit ions of redemption, purchase and co nversion, if any, any rights on the liquidation, dissolution or winding-up of the Partnership, and any sinking fund or other provisions.
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2025 Annual Information Form Page 46 The Additional LP Units of each class and series may, with respect to the payment of distributions and the distribution of assets of the Partnership or return of capital in the event of liquidation, dissolution or winding up of the Partnership, whether voluntary or invo luntary, or any other return of capi tal or distribution of assets of the Partnership among its partners for the purpo se of winding up its affairs, rank in priority to both the Class A LP Units and Class B LP Units equally or any other limited partnership units, but will not rank in priority to the Class C LP Units or Class D LP Units, or any other limited partner ship units ranking pari passu with or in priority to the Class C LP Units or Class D LP Units without prior approval of the holders of a majority of the holders of such limited partnership units. 7.4 Voting Except as required by law or the Limited Partnership Ag reement, and in certain specified circumstances in which the rights of holders of Class B LP Un its, Class C LP Units, or Class D LP Units are particularly affected, the holders of Class B LP Units, Class C LP Units and Class D LP Units are not ent itled to vote at any meeting of the holders of units of the Partnership. 7.5 Operation The business and affairs of the Partnership are managed and controlled by the General Partner which is bound by the investment guidelines and operating policies applicabl e to the REIT and set out in the Declaration of Trust. See section 8 entitled “Investment Gu idelines and Operating Policies”. The Limited Partners are not entitled to take part in the management or control of the business or affairs of the Partnership. Subject to certain exceptions, the Partnership reimburses the General Partner for all direct costs and expenses incurred by the General Partner in the performance of its duties as the general partner of the Partnership. The majority of the directors of the board of the General Partner are not Trustees of the REIT. 7.6 Duties and Responsibilities of the General Partner Subject to applicable restrictions under the Declarati on of Trust and the Partnership Agreement, the General Partner manages and controls the operations and affairs of the Partnership and makes all decisions regarding the business and activities of the Partnership. 7.7 Distributions The Partnership distributes to the General Partner and to t he holders of its Class A LP Units, Class B LP Units, Class C LP Units and Class D LP Units their respective portions of distributable cash as set out below. Distributions are made forthwith after the General Pa rtner has determined the distributable cash of the Partnership and the amount of all co sts and expenses incurred by it in t he performance of its duties under the Limited Partnership Agreement as general partner (the “Reimbursement Distribution Amount”), which determination shall be made no later than the 10th day of each calendar month. Distributable cash represents, in general, all of the Partnership’s cash on h and that is derived from any source (other than certain amounts received in connection with the subscription for additional interests in the Partnership or funds borrowed) and that is determined by the General Partner not to be required in connection with the business of the Partnership. The distri butable cash of the Partnership is distributed in the following order and priority: (i) the Reimbursement Distribution Amount to the General Partner; (ii) an amount to the holder of Class A LP Units sufficient to allow the REIT to pay its expense s (including, without limitation, any fees or commissions payable to agents or underwriters in conne ction with the sale of securities by the REIT, listing fees of applicable stock exchanges and fees of the REIT’s auditors) on a timely basis (the “Class A LP Preferred Distribution”); (iii) on a pari passu basis, (a) an amount to the holders of Class C LP Units, on the relevant date, sufficient to satisfy the priority cumulative distribution thereon (the “Class C LP Preferred Distribution”), and (b) an amount to the holders of Class D LP Units, on the rele vant date, sufficient to satisfy the pr iority cumulative distribution thereon (the “Class D LP Preferred Distribution”); (iv) an amount to the General Partner equal to 0.001% of the balance of the distributable cash of the Partne rship; and (v) an amount equal to the remaining balance of the distributable cash of the Partnership to t he holders of Class A LP Units and Class B LP Units in accordance with their pro rata
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2025 Annual Information Form Page 47 entitlements as holders of Class A LP Units and Class B LP Units. Holders of Class B LP Units will be entitled to receive distributions on each such unit equal to the amount of the distribution declared by the REIT on each Unit. See also section 11 entitled “Distributions”. 7.8 Allocation of Partnership Net Income The net income of the Partnership, determined in accordance with the provisions of the Tax Act, is allocated at the end of each fiscal year in the following manner: (i) first, to the holders of Class A LP Units in an am ount equal to its Class A LP Preferred Distribution; (ii) second, on a pari passu basis, to the holders of each Series of Class C LP Units and each Series of Class D LP Units in an amount equal to its Class C LP Preferred Distribution or Class D LP Preferred Distribution applicable to such Series of Class C LP Units or Class D LP Units; (iii) third, to the General Partner in an amount equal to the aggregate of: (a) the Reimbursement Distribution Amount, and (b) the distributions paid on the GP Unit; and (iv) the balance, among the holders of Class A LP Units and Class B LP Units based on their proportionate share of distributions received or receivable for such fiscal year. 7.9 Transfer of LP Units The transfer of Class A LP Units, Class B LP Units, Class C LP Units and Class D LP Units is subject to a number of restrictions, including: (i) the Clas s A LP Units, Class B LP Units, Class C LP Units and Class D LP Units may not be transferred to a transferee who is a Non-Resident; ( ii) no fractional Class A LP Units, Class B LP Units, Class C LP Units or Class D LP Units will be transferable; (iii) no trans fer of Class B LP Units or Class C LP Units will be accepted by the General Partner if such transfer would cause the Partnership to be liable for tax under subsection 197(2) of the Tax Act; and (iv) no transfer of Cl ass A LP Units, Class B LP Units, Class C LP Units or Class D LP Units will be accepted by the General Part ner unless a transfer form, duly completed and signed by the registered holder of such Class A LP Units, Class B LP Units, Class C LP Units, or Class D LP Units, as applicable, has been remitted to the registrar and transfer agent of the Partnership. In addition to the above restrictions, th e Limited Partnership Agreement also provides that no holder of Class B LP Units will be permitted to transfer such Class B LP Un its, other than for Units in accordance with the terms of the Exchange Agreement or the Limited Partnership Agreem ent, unless: (i) the transfer is to an Affiliate of the holder; (ii) such transfer would not require the transferee to make an offer to Unitholders to acquire Units on the same terms and conditions under applicable securities laws if such Class B LP Unit s, and all other outstanding Class B LP Units, were converted into Units at the then-current exchange ratio in effect under the Exchange Agreement immediately prior to such transfer; or (iii) the offeror acquiring such Class B LP Units makes a contemporaneous identical offer for the Units (in terms of price, timing, proportion of securities sought to be acquired and conditions) and acquires such Class B LP Un its along with a proportionate number of Units actually tendered to such identical offer. Certain rights affecting CT C, as the initial holder of the Class B LP Units, are specific to CTC and are not transferable to a transferee of the Class B LP Units, other than an Affiliate of CTC. In addition to the above restrictions, th e Limited Partnership Agreement also provides that no holder of Class C LP Units or Class D LP Units is permitted to transfer such Class C LP Units or Cl ass D LP Units without the consent of the board of directors of the General Partner, unless such transfer is to an Affiliate of the holder. 7.10 Amendments to the Limi ted Partnership Agreement The Limited Partnership Agreement may be amended with the prior consent of the holders of at least two-thirds of the Class A LP Units voted on the amendment at a duly constituted meeting of holders of Class A LP Units or by a written resolution of partners holding at least two-thirds of the Class A LP Units entitled to vote at a duly constituted meeting of holders of Class A LP Units, except for certain amendments which require unanimous approval of holders of limited partnership units, includ ing: (i) changing the liability of any limited partner; (ii) changing the right of a limited partner to vote at any meeting of holders of Class A LP Units; and (iii) changing
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2 025 Annual Information Form Page 48 the Partnership from a limited partnership to a general par tnership. The General Partner may also make certain limited amendments to the Limited Partnership Agreement without the approval or consent of the Limited Partners provided that: (i) the amendment does not adversely affect the rights and obligations of the General Partner, as a general partner; and (ii) the amendment does not adversely af fect the rights and obligations of any other holders of limited partnership units or any class of limited partner differently than any other class of limited partner. The Declaration of Trust also provides that the REIT will not agree to or approve any material change to the Limited Partnership Agreement without t he approval of at least two-thirds of the votes cast at a meeting of the Voting Unitholders of the REIT called for such purpose (or by written resolution in lieu thereof); provided that, for greater certainty, the creation and issuance of one or more new classes and/ or series of Additional LP Units shall not constitute a material change to the Limited Partnership Agreement. 8. INVESTMENT GUIDELINES AND OPERATING POLICIES 8.1 Investment Guidelines The De claration of Trust provides certain restrictions on investments that may be made by the REIT. The assets of the REIT may be invested, directly or indirectly, only in accordance with the following restrictions: (i) the REIT will focus its activities primarily on the a cquisition, holding, developing, maintaining, improving, leasing, managing or otherwise dealing with income producing real property exclusively in Canada and the United States which is primarily commercial or retail in nature and assets ancillary thereto necessary for the operation of such real estate and such other activiti es as are consistent with the other investment guidelines of the REIT; (ii) notwithstanding anything else contai ne d in the Declaration of Trust, the REIT shall not make or hold an y inve stment, take any action or omit to take any action or permit a Subsidiary to make or hold an y inve stment or take any action or omit to take any action that would result in: (a) the REIT not qualifying as a “mutual fund trust” or a “unit trust” both within the meaning of the Tax Act; (b) Units not qualifying as qualified inve stments for Registered Plans; (c) the REIT not qualifying as a “real estate investment trust” within the meaning of the Tax Act if, as a consequence of the REIT not so qualifying, the REIT or any of its Subsidiaries would be liable to pay a tax imposed under either paragraph 122(1)(b) or subsection 197(2) of the Tax Act; or (d) the REIT being liable to pay a tax under Part XII.2 of the Tax Act; (iii) the REIT may, directly or indirectly, make such i nvestments, do all such things and carry out all such activities as are necessary or desirable in connection wi th the conduct of its activities provided they are no t otherwise sp ecifically prohibited by the Declaration of Trust; (iv) unless otherwise specifically pr ohibite d by the Declaration of Trust, the REIT may invest in freehold, leasehold, or other interests in property (real, personal, moveable or immovable); (v) the REIT will not invest in any interest in a single real property if, after giving effect to the proposed investment, the cost to the REIT of such investment (net of the amount of deb t incurred or assumed in connection with such investment) will exceed 20% of Gross Book Value at the time the investment is made; (vi) the REIT may make its investments and conduct its ac tivitie s, directly or indirectly, through an investment in one or more persons on such terms as the Trustees may from time to time determine, including by wa y of joint ventu res, partnerships (general or limited) and limited liability companies;
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2025 Annual Information Form Page 49 (vii) except for temporary investments held in cash, de posits with a Canadian chartered bank or trust company registered under the laws of a province or territory of Canada, deposits with a savings institution, trust company, credit union or similar financial institution that is organized or chartered under the laws of a state or of the United States, short-term government debt secu rities or money market instruments maturing prior to one year from the date of issue and except as permitted pursuant to these investment guidelines and operating policies of the REIT, the REIT may not hold se curities of a person other than to the extent such securities would constitute an investment in real property (as determined by the Trustees) and provided further that, notwithstanding anything contained in the De claration of Trust to the contrary, but in all events subject to paragraph (ii) above, the REIT may hold secu rities of a person: (a) acquired in connection with the carrying on, directly or indirectly, of the REIT’s activities or the holding of its assets; or (b) which focuses its activities primarily on the activities described in paragraph (i) above, prov ided in the case of any proposed investment or acquisition which would result in the beneficial ownership of more than 20% of the outstanding securities of an issuer (the “Acquired Issuer”), the invest ment is made for the purpose of subsequently effecting the merger or combination of the business and assets of the REIT and the Acquired Issuer or for otherwise ensuring t hat the REIT will control the busi ness and operations of the Acquired Issuer; (viii) the REIT will not invest in rights to or interests in mineral or other nat ural resources, in cluding oil or gas, except as incidental to an investment in real property; (ix) the REIT will not invest in oper ating businesses unless such investment is incidental to a transaction (a) where revenue will be derived, directly or indirectly, principally from real property, or (b) which principally involves the ownership, maintenance, improvement, leas ing or management, directly or indirectly, of real property (in each case as determined by the Trustees); (x) the REIT may invest in a joint venture arrangement only if: (a) the arrangement is one pursuant to which the REIT holds an interest in real property jointly or in common with others (“joint venturers”) either direct ly or through the ownership of securities of a corporation or other entity (a “joint venture entity”) as co-owners and not as partners; (b) the REIT’s interest in the joint venture arrangemen t is not subject to any restriction on transfer other than a ROFO or ROFR, if any, in favour of the joint venturers; (c) the REIT has a ROFO or ROFR to buy the interests of the other joint venturers; and (d) the joint venture arrangement provides an appropriate buy-sell mechanism to enable a joint venturer to purchase the other joint venturers’ interests or to sell its interest; provided that, notwithstanding the foregoing, the REIT may from time to time enter into any joint venture arrangement which does not comply with any of subparag raphs (b) through (d) above if the Trustees determine that the investment is desirable for t he REIT and is otherwise in compliance with the investment restrictions and the operating policies established in accordance with the Declaration of Trust and in effect at such time; (xi) the REIT shall not acquire interests in general part nerships or limited partnerships provided that the REIT may invest in a general partnership or limited partnership if: (a) the general partnership or limited partnership is formed and operated solely for the purpose of acquiring, owning, maintaining, improving, deve loping, leasing or managing a particular real property or real properties or an interest therein; (b) the REIT’s interest in the limited partnership is not subject to any restriction on transfer other than a ROFO or ROFR, if any, in favour of any other partner or any affiliate thereof; (c) the REIT has a ROFO or ROFR to buy the interests of the other partners; and
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2 025 Annual Information Form Page 50 (d) the REIT has received a legal opinion to the effect th at the investment: (A) would not disqualify the REIT as a “mutual fund trust” within the meaning of the Tax Act, and (B) would not result in the REIT losing any status under the Tax Act that is otherwise beneficial to the REIT and its Unitholders; provided that, notwithstanding the foregoing, the REIT may fro m time to time enter into any limited partnership arrangement which does not comply with either of subparagraphs (b) or (c) a bove if the Trustees determine that the investment is desirable for the REIT and otherwise complies with the investment restrictions and operating policies established in accordance with the Declaration of Trust and in effect at such time; (xii) subject to subclause (vi) of the REIT’s operating poli cies described below, the REIT will not invest in ra w land for devel opment, except: (a) for existing properties with additional development or properties adjacen t to existin g properties of the REIT for the purpose of the renovation or expansion of existing properties, or (b) the development of new properties which will be capital property of the REIT, provided that the aggregate value of the investments of the REIT in raw land, excluding raw land under devel opment, after giving ef fect to the proposed investment, will not exceed 10% of the Gross Book Value; (xiii) the REIT may invest in mortgages and mortgage bonds (including participating or convertible mortgages ) and simil ar instruments where: (a) the real property which is security therefor is in come producing real property which otherwise meets the other in vestment guidelines of the REIT; and (b) the aggregate book value of the investments of the REIT in mortgages, after giving ef fect to the proposed investment, will not exceed 15% of the Gross Book Value; and (xiv) the REIT may invest an amount (which, in the case of an amou nt invested to acquire real property, is th e purcha se price less the amount of any debt incurred or assumed in connection with such investment) up to 15% of Gross Book Value of the REIT in invest ments which do not comply with one or more of paragraphs (i) and (vii). 8.2 Operating Policies The De claration of Trust provides that the operations and affairs of the REIT will be conducted in accordance with the following policies: (i) the REIT shall not purchase, sell, market or trade in curren cy or interest rate futures contracts otherwise than for hedging purposes where, for this purpose, t he term “hedging” has the meaning given by National Instrument 81-102 – Mutual Funds adopted by the Canadian Securities Administrators, as replaced or amended from time to time and, in all events, subj ect to paragraph (ii) of the investment guidelines described above; (ii) (a) any written instrument creating an obligation which i s or includes the granting by the REIT of a mortgage, and (b) to the extent the Trustees determine to be practicable and consistent with their fiducia ry duties to act i n the best interest of the Unitholders, any written instrum ent which is, in the judgment of the Trustees, a material obligation, shall contain a provision, or be subject to an acknowledgement to the effect, that the obligation being created is not personally binding upon, and that resort must not be had to, nor wi ll recou rse or satisfaction be sought from, by lawsuit or otherwise the private property of any of the Truste es, Unithol ders, annuitants or beneficiaries under a plan of which a Unitholder acts as a trustee or carrier, or of ficers, employees or agents of the REIT, but that only property of the REIT or a sp ecific portion thereof is bound; the REIT, however, is not required, but must use all reasonable efforts, to comply with this requirement in respect of obligations assumed by the REIT upon the acquisition of real property; (iii) the REIT shall not incur or assume an y Indebtedness if, after giving effect to the incurring or assumption of the Indebtedness, the total Indebtedness of the REIT plus the aggregate pa r value of the Class C LP Units woul d be more than 60% of Gross Book Value (or 65% of Gross Book Value including convertible Indebtedness);
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2 025 Annual Information Form Page 51 (iv) at no time shall the REIT incur Indebtedness plu s the aggregate par value of the Class C LP Units aggregatin g more than 20% of Gross Book Value (excludi ng debt with an original maturity of one year or more falling due in the next 12 months or variable rate debt for which the REIT has entered into intere st rate swap ag reements to fix the interest rate for a one year period or more) at floating interest or distribution rates; and at no time shall the REIT have Indebted ness more than 20% of Gross Book Value (excluding debt with an original maturity of one year or more falling due in the next 12 months) having maturities of less than on e year; (v) the REIT may engage in construction or develo pment of real property that is capital property to the REIT to maintain its real properties in good repair or to impr ove the income-producing potential of properties in which the REIT has an interest; (vi) the REIT may not engage in construction or development of new properties unless such new properties will be capital pro perties of the REIT on completion and the aggregate value of the inve stments of the REIT in such properties under development (which shall be incl usive of any investments in raw land as provided under sub clause (l) of the REIT’s inve stment guidelines in the Declaration of Trust), after giving effect to the proposed investment in the construction or development, shall not exceed 15% of Gross Book Value; (vii) title to each real property shall be held by and regi ste red in the name of the REIT, the Trustees or a person wholly owned, directly or indirectly, by the REIT or jointly owned, directly or indirectly, by the REIT, with joint venturers or by any other persons in such manner as the Trustees consider appropriate, taking into account advice of legal counsel; provided that, where land t enure will not provide fee simple title, the REIT, the Trustees or a corporation or other entity wholly owned, directly or indirectly, by the REIT or jointly owne d, dire ctly or indirectly, by the REIT or such person as the Trustees consider appropriate shall hold a ground lease as appropriate under the land tenure system in the relevant jurisdiction; (viii) the REIT shall not directly or indirectly guarant ee any Indebtedness or liabilities of any person unless such guarantee: (a) is given in connection with or incidental to an investment that is otherwise permitted by the REIT’s investment guidelines, (b) has been approved by the Trustees; and (c) (A) would not disqualify the REIT as a “mutual fund trust” within the meaning of the Tax Act, and (B) would not result in the REIT losing any other status under the Tax Act that is otherwise beneficial to the REIT and its Unitholders; (ix) the REIT shall directly or indirectly obtain and mainta in at all times property insurance coverage in respec t of potential li abilities of the REIT and the accidental loss of value of the assets of the REIT from risks, in amount s, with such insurers, and on such terms as the Trustees consider appropriate, taking into accoun t all rele vant factors, including the practice of owners of comparable properties; (x) the REIT shall have obtained an appraisal of each real prop erty that it intends to acquire and an engineering survey with respect to the physical co ndition thereof, in each case, by an independent and experienced consultant, unless the requirement for such an appraisal or engineering survey is waived by the Indepe ndent Trustees; and (xi) the REIT shall, in each case by an independent and expe rienced environmental consultant, either: (a) obtain a Phase I environmental site assessment, or (b) be entitled to rely on a Phase I environmental site assessment dated no earlier than 24 months prior to receipt by the REIT, of each real property to be acquired by it and, if the Phase I environmental site assessment report recommend s that a further envi ronmental investigation be conducted, the REIT shall either: (A) have conducted such furthe r envi ronmental investigation or (B) have a second i ndependent and experienced environmental consulta nt, who did not participate in the preparation of the Phas e I environmental site assessment further evaluate such real property to be acquired using the following specific risk criteria to evaluate any identifi ed signifi cant risk using the following criteria: (w) foreseeable likelihood of material adverse effects due to off- site migration of contaminants; (x) foreseeable likelihood of material adverse effects due to on-site hum an exp osure to contaminants; (y) foreseeable likelihood of regulatory intervention; and (z) material detrimental impact on ability to sell, lease or finance the property to assess the potential implications to the REIT of the Phase I environmental site assessm ent findings; and, if such second co nsultant recommends that furthe r envi ronmental investigations be conducted, have conducted such further environmental investigations.
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2025 Annual Information Form Page 52 Notwithstanding the foregoing, the Declaration of Trust provides that CTC shall hold its CTC Consent Rights for so long as it directly or indirectly holds a majority of the Voting Units. As at December 31, 2025, the REIT was in compliance with its Investment Guidelines and Operating Policies. 9. INDEBTEDNESS AND CLASS C LP UNITS 9.1 Capital Structure Strategy The Declaration of Trust provides that the REIT will not incur or assume any Indebtedness if, after giving effect to the incurring or assumption of the Indebtedness, the tota l Indebtedness of the REIT plus the aggregate par value of the Class C LP Units would be more than 60% of Gro ss Book Value (or 65% of Gross Book Value including convertible Indebtedness). The Trust Indenture provides that the REIT will not incur or assume any Indebtedness if, after giving effect to the incurrence or assumption of the Indebtedness, the total Indebtedness of the REIT plus the aggregate par value of the Class C LP Units would be more than 60% of Aggregate Adjusted Assets (or 65% of Aggregate Adjusted Assets including convertible I ndebtedness). As at December 31, 2025, the REIT’s Indebtedness plus the aggregate par value of the Class C LP Units to Gross Book Value ratio was 39.8% and the REIT’s Indebtedness plus the aggregate par value of the Class C LP Units to Aggregate Adjusted Assets ratio was 41.2%. The weighted average distribution rate on the Class C LP Units as at December 31, 2025 was 4.9% per annum. As at February 17, 2026, the REIT’s Indebtedness plus the aggregate par value of the Class C LP Units to Gross Book Value ratio was 39.5% and the REIT’s Indebtedness plus the aggregate par value of the Class C LP Units to Aggregate Adjusted Assets ratio was 42.1%. 9.2 Debentures The following summaries do not purport to be complete with respect to the attributes of the Debentures and are qualified by reference to the terms of the Trust Inde nture and Supplemental Indentures, which have been filed with Canadian securities regulatory authorities and are available on SEDAR+ at www.sedarplus.ca. General The Debentures are direct senior unsecured obligations of the Trust and rank equally and rateably with one another and with all other Debt Securities and unsubord inated and unsecured Indebtedness of the Trust, subject to certain exceptions and except to the extent prescribed by law. The aggregate principal amount of each series that may be issued under an applicable S upplemental Indenture to the Trust I ndenture is unlimited. Each series was issued in $1,000 denominations for a purchase pric e of $1,000 for each $1,000 principal amount of the respective debentures. The rating for the Debentures was conf irmed at “BBB” by Morningstar DBRS on June 27, 2025. See section 12 entitled “Credit Ratings”. The following table sets out the Debentures outstanding as at December 31, 2025, their date of issuance, issue price, principal amount, interest rate, interest paymen t dates, first interest payment date, redemption date and maturity date.
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2025 Annual Information Form Page 53 Series Issue Date Principal Amount (per $1,000) Interest Rate Interest Payment Dates First Payment of Interest Due Redemption Par Call Date Debt Instrument Maturity Series D Debentures May 31, 2016 $200,000 3.289% June 1, December 1 December 1, 2016 March 1, 2026 June 1, 2026 Series E Debentures June 16, 2017 $175,000 3.469% June 16, December 16 December 16, 2017 March 16, 2027 June 16, 2027 Series F Debentures February 7, 2018 $200,000 3.865% June 7, December 7 June 7, 2018 September 7, 2027 December 7, 2027 Series G Debentures January 6, 2021 $150,000 2.371% January 6, July 6 July 6, 2021 October 6, 2030 January 6, 2031 Series H Debentures February 3, 2022 $250,000 3.029% February 5, August 5 August 5, 2022 December 5, 2028 February 5, 2029 Series I Debentures November 17, 2023 $250,000 5.828% June 14, December 14 June 14, 2024 May 14, 2028 June 14, 2028 Series J Debentures June 9, 2025 $200,000 4.292% June 9, December 9 December 9, 2025 May 9, 2030 June 9, 2030 Total/Weighted Average1 $1,425,000 3.840% 1 As at December 31, 2025. Redemption The REIT may, at its option, redeem any series of the Debentures, in whole or in part, at any time prior to the Redemption Par Call Date noted in the table above, on payment of a redemption price equal to the greater of: (i) the applicable Canada Yield Price (as defined in the applicable Supplemental Indenture); and (ii) par, together in each case with accrued and unpaid interest to the date fix ed for redemption (less any taxes required by law to be deducted or withheld). The REIT may, at its option, redeem any series of the Debentures, in whole or in part, at any time on or after the Redemption Par Call Date noted in the table above, on payment of a redemption price equal to 100% of the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption (less any taxes required by law to be deducted or withheld). Covenants Each of the Supplemental Indentures contains covenants substantially similar to the following: • Debt Service Coverage Ratio – The REIT will maintain at all times a ratio of Consolidated EBITDA to Debt Service of not less than 1.50 to 1.00. • Restrictions on Additional Indebtedness – The REIT will not incur, or permi t any Subsidiary to incur, any Indebtedness, other than Permitted Indebtedness, unless certain ratios are met. • Maintenance of Unencumbered Aggregate Adjusted Assets – The REIT will maintain at all times a ratio of Unencumbered Aggregate Adjusted Assets (excluding construction assets and other non-income producing assets) to Consolidated Unsecured I ndebtedness (excluding Subordinated Indebtedness) of not less than 1.50:1.00. • Restrictions on cons olidations and mergers – Neither the REIT nor any Subsidiary may consolidate with, amalgamate or merge with or into or sell, assign, transf er or lease all or substantially all of its properties and assets (other than pursuant to an internal reorganization of the REIT pursuant to a conversion to an open-end trust or otherwise) unless certain conditions are met.
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2 025 Annual Information Form Page 54 Repurchase upon Change of Control Triggering Event If a Change of Control Triggering Event (as defined in the Tr ust Indenture) occurs with respect to any series of debentures, unless the REIT has exercised its optional right to redeem all of the debentures of that series as described above under “Redemption”, the REIT is required to make an offer to repurchase all or, at the option of the holder of that series of debentures, any part (equal to $1,000 or an integr al multiple thereof) of each holder’s debentures of that series pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the applicable Supplemental Indenture. In the Change of Control Offe r, the REIT will be required to offer payment in cash equal to 101% of the aggregate outstanding principal amount of the debentures of that series to be repurchased together with accrued and unpaid interest on such debentures to the date of repurchase. Within 30 days following any Change of Control Triggeri ng Event, the REIT will be required to give written notice to holders of the applicable series of debentures describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the debentures of the applicable series on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given. The REIT must comply with the requ irements of applicable securities laws and regulations in connection with the repurchase of the debentures of the par ticular series as a result of a Change of Control Triggering Event. To the extent that the provisions of any such applicable securities laws and regulations conflict with the Change of Control provisions, the REIT is requi red to comply with such laws and regulations and will not be deemed to have breached its obligations to repurchase such series of debentures by virtue of such conflict. The REIT is not required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes such an offer substantially in the manner, at the times and in compliance with the requirements for a Change of Control Offer (and for at least the same pur chase price payable in cash) and such third party purchases all debentures of such series properly tendered and not withdrawn under its offer. As at February 17, 2026, the principal amount outstanding under the Debentures was $1,425 million. 9.3 Bank Credit Facility The REI T, through the Partnership, has a committed senior unsecured revolving credit facility for an amount of up to $300 million for general business purposes, including pro perty acquisitions, development, capital expenditures and the refinancing of other Indebtedness of the Partnership and its Subsid iaries, which expires in September 2030. The REIT can access this credit on same-day notice. The Bank Credit Facility bears interest at a rate based on a stipulated bank prime rate or CORRA rate plus a margin. A stand-by fee is charged on the Bank Credit Facility. From time to time letters of credit are issued under the Bank Credit Facility for a fee. As at December 31, 2025, the REIT had no draws outstanding under the Bank Credit Facility. As at February 17, 2026, the REIT had no draws outstanding under the Bank Credit Facility. 9.4 CTC Credit Facility The REIT , through the Partnership, has an uncommitted, unsec ured revolving credit facility provided by CTC in the amount of up to $300 million, renewable annually. On December 31, 2025, the term of the CTC Credit Facility was automatically renewed for one year. The REIT can access this credit on same-day notice. The CTC Credit Facility bears interest at a rate based on a stipulated bank prime rate or CORRA rate plus a margin. As at December 31, 2025,the REIT had $195.8 million in principal outstanding under the CTC Credit Facility. As at February 17, 2026, the REIT had $174.7 million in principal outstanding under the CTC Credit Facility. 9.5 Mortgages Payable In con nection with the acquisition of certain properties , the Partnership may assume existing mortgages secured by such properties.
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2025 Annual Information Form Page 55 As at December 31, 2025, a mortgage payable secured by a Property was approximately $8.1 million with an interest rate of 3.24% and a term to maturity of approximately 0.2 years. 9.6 Class C LP Units The Class C LP Units issued to CTC have been issued in se ries and have a fixed, cumulative, preferential cash distribution, if, as and when declared by the board of dire ctors of the General Partne r, during the Current Fixed Rate Period for each applicable series of Class C LP Units, payable monthly at an annual distribution rate for each series as set out in the table in section 7.2 entitled “Partnership Units – Class C LP Units”. As at December 31, 2025, there was approximately $1, 452 million outstanding in Class C LP Units. For further information on Class C LP Units. See section 7.2 entitled “Partnership Units – Class C LP Units”. 10. ARRANGEMENTS WITH CTC 10.1 Acquisition Agreement The REIT indirectly acquired intere sts in the Initial Properties pursuant to the Acquisition Agreement. The Acquisition Agreement contains representations and wa rranties typical of those contained in acquisition agreements negotiated between sophistica ted purchasers and vendors acting at arm’s length, certain of which are qualified as to knowledge and materiality and subject to reasonable exceptions, relating to CTC (as vendor) and the Initial Properties. Certain simi lar representations and warranties ar e contained in purchase agreements the Partnership has entered into with CTC subsequent to the Initial Public Offering, though each such agreement was negotiated in the context of the specific acquisit ion being undertaken and no assurances can be given that any such agreement will contain terms as favourable as the Acquisition Agreement. 10.2 Indemnity Agreement Under the Indemnity Agreement, CTC indemnified the REIT for any breach of the representations and warranties in the Acquisition Agreement. The maximum liability of CT C under such indemnity is limited to the amount of the net proceeds received from the Initial Public Offeri ng and no claim under the indemnity may be made until the aggregate losses exceed $1 million and the threshold dollar am ount for each claim to be included for purposes of a breach of representation claim is $50,000. 10.3 Exchange Agreement Under the Exchange Agreement, the REIT has agreed wi th the Partnership and the holders of the Class B LP Units and Class C LP Units, as applicable, to, am ong other things, issue Units upon the exchange of Class B LP Units in accordance with their terms or upon the election of a holder of Class B LP Units to receive distributions on Class B LP Units in the form of Unit s on a basis equivalent to the rights of Unitholders participating in the DRIP, and to issue Special Voting Unit s to holders of Class C LP Units in certain limited circumstances. Upon an exchange, the corresponding number of Special Voting Units is cancelled. A holder of a Class B LP Unit has the right to initiate t he exchange procedure pursuant to the “exchange right” at any time as long as each of the following conditions has been satisfied: (i) the exchange would not cause the REIT to cease to qualify as, or cause a significant risk to the REIT’s status as, a “mutual fund trust” or “real estate investment trust” under the Tax Act or cause or create a significant risk that would cause the REIT to be subject to tax under paragraph 122(1)(b) of the Tax Act; (ii) the REIT is legally entitled to issue the Units in connection with the exercise of the exchange right; and (iii) the person receiving the Units upon the exercise of th e exchange right complies with all applicable securities laws and stock exchange requirements at the time of the exchange.
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2025 Annual Information Form Page 56 The Exchange Agreement also provides for the right of the REIT to require the holders of all but not less than all of the Class B LP Units to exchange their Class B LP Units for Units if: (i) the total number of Units for which all outstanding Clas s B LP Units are exchangeable is less than 1% of the number of Class B LP Units issued on the date of the Initial Public Offering; or (ii) there occurs or is about to occur any amalgamation, merger, arrangement, take-over bid, material transfer or sale of Units or rights or other securities of the REIT or interests therein or thereto, or sale of all or substantially all of the assets of the REIT, or similar transaction involving the REIT or a Subsidiary of the REIT or any proposal to do any of the foregoing (other than in connection with a transaction involving one or more of such entities pursuant to which all of the assets of such entity or entities are transferred to the REIT or another wholly-owned direct or indirect Subsidiary of the REIT) and the Board determines that it is not reasonably practicable to substantially replicate the terms and conditions of the Class B LP Units in connection with such transaction and that the exchange of all but not less than all of the outstanding Class B LP Units is necessary to enable the completion of such transaction in accordance with its terms, provided, however, that in the case of a take-over bid, not less than two-thirds of the Units (calculated on a fully diluted, converted and exchanged basis) have been validly deposited and tendered under such take-over bid and not withdrawn at the expiry of such take-over bid. The Exchange Agreement also provides for the automatic exchange of Class B LP Units for Units in the event of a liquidation, dissolution or winding-up of the REIT. Pre-Emptive Rights In the event that the REIT or the Partnership decides to issue equity securities of the REIT or the Partnership or securities convertible into or exchangeable for equity secu rities of the REIT or the Partnership or an option or other right to acquire any such securities other than to an Affiliate thereof (“Issued Securities”), the Exchange Agreement provides CTC (for so long as it owns at leas t a 10% effective interest in the REIT (on a fully-diluted basis)), with pre-emptive rights to purchase Units, Cla ss B LP Units or Issued Securities, to maintain CTC’s effective pro rata ownership interest (on a fully-diluted ba sis). The pre-emptive rights do not apply to the issuance of Issued Securities in certain circumstances. Registration Rights The Exchange Agreement also provides CTC (on behalf of it self and its Subsidiaries t hat hold Class B LP Units) with the right (the “Piggy-Back Regi stration Right”) to require the REIT to include Units held by such securityholders, including Units issuable upon exchange of Clas s B LP Units, in any future offering undertaken by the REIT by way of prospectus that it may file with applicable Canadian securities regulatory authorities (a “Piggy- Back Distribution”). The REIT is required to use reaso nable commercial efforts to cause to be included in the Piggy-Back Distribution all of the Units that CTC requests to be sold, pr ovided that if the Piggy-Back Distribution involves an underwriting and the lead underwriter determines that the total number of Units to be included in such Piggy-Back Distribution should be limited for certain prescribed reason s, the Units to be included in the Piggy- Back Distribution will be first allocated to the REIT. In addition, the Exchange Agreement provides CTC (on behal f of itself and its Subsidiaries that hold Class B LP Units) with the right (the “Demand Registration Ri ght”) to require the REIT to use reasonable commercial efforts to file one or more prospectuses with applicable Canadian securities regulatory authorities, qualifying Units held by such securityholders, including Units issuable upon t he exchange of Class B LP Units, for distribution (a “Demand Distribution”). The REIT may distribute Units in connection with a Demand Dist ribution provided that if the Demand Distribution involves an u nderwriting and the lead underwriter dete rmines that the total number of Units to be included in such Demand Distribution should be limited for certain prescribed reasons, the Units to be included in the Demand Distribution will be first allocated to the selling securityholders. Each of the Piggy-Back Registration Right and the Demand Registration Right are exercisable at any time provided that CTC owns at least a 10% effective interest in the REIT (on a fully-diluted basis) at the time of exercise.
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2 025 Annual Information Form Page 57 Tag/Drag Rights The Exchange Agreement also provides that if CTC owns at least a 10% effective interest in the REIT (on a fully- diluted basis), and CTC so requests, the REIT will cause a purchaser (other than the RE IT or an Affiliate of the REIT or a third-party vendor of properties in exchange for securities of the Partnership) of securities of the Partnership owned by the REIT (or any permitted assignee) to purchase a pro rata portion of the securities of the Partnership held by CTC, other than Class C LP Units, on substantially the same terms and subject to the same conditions as are applicable to the purchase by the purchase r of securities of the Partnership held by the REIT. If CTC or any permitted assignee holds in the aggregate less than a 10% effective interest in the REIT (on a fully- diluted basis), the REIT will be entitled, in connection with the direct or indirect sale of all of its securities of the Partnership, to require CTC or any perm itted assignee to sell its securities in the Partnership on the same terms and subject to the same conditions as are applicable to the RE IT’s direct or indirect sale of all other interests in the Partnership, and upon the REIT making such re quest and completing such sale, CTC or any permitted assignee will have no further interest in the Partnership. Assignment The Exchange Agreement is not assignable by CTC without the REIT’s prior written consent other than to one or more Affiliates of CTC, provided that such entity remains an Affiliate of CTC. 10.4 Commercial Agreements with CTC CT REIT, the Partnership and CTC are parties to the following commercial agreements which govern the relationships among such parties: Services Agreement, Property Management Agreement, ROFO Agreement, Development Agreement and Non-Competition and Non-Solicitation Agreement, which agreements are material contracts for the REIT and are qualified in their entirety by reference to all of the provisions of such agreement. Services Agreement Pursuant to the Services Agreement, which is automa tically renewable for one-year terms unless otherwise terminated in accordance with its terms, CTC provid es the REIT with certain administrative, information technology, internal audit and other support services (colle ctively, the “Services”). The Services are provided to the REIT on a cost-recovery basis only, pursuant to which the REIT reimburses CTC for all costs and expenses incurred by CTC in connection with providing the Services . In 2025, the REIT paid a fee based on the actual cost of the Services provided. The Services Agreement was renewed for 2026 and the REIT will again pay a fee based on the actual cost of the Services provided thereunder. Property Management Agreement The Partne rship and CTC, through CTREL, entered into the Property Management Agreement pursuant to which CTC provides the Partnership with certain limited serv ices related to property management (the “Property Management Services”). The Property Management Services are provided to the Partnership on a cost-recovery basis only, pursuant to which the Partnership reimbur ses CTC for all costs and expenses incurred by CTC in connection with providing the Property Management Services. The Property Management Agreement is automatically renewable for one-year te rms unless otherwise terminated in accordance with its terms. The Property Management Agreement was renewed for 2026 an d the REIT will again pay a fee based on the actual cost of the Property Management Services provided thereunder. ROFO Agreement CT REIT, the Partnership and CTC entered into the RO FO Agreement on October 23, 2013, pursuant to which CTC has provided the REIT with a ROFO to acquire any interest of CTC in the properties it owns which meet the REIT’s investment criteria, prior to the disposition of any such property to third parties, on terms no less favourable to the REIT than those offered by or to such third party. The ROFO in favour of CT REIT expires on the later of: (i) the tenth anniversary of the date of the agreement; and (ii) such time as CTC ceases to hold, directly or indirectly, a majority of the Voting Units.
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2025 Annual Information Form Page 58 The REIT has provided CTC with a ROFO to lease space at its properties when such leasable space is acquired or becomes available. This ROFO in favour of CTC expi res when CTC ceases to hold, directly or indirectly, a majority of the Voting Units. The ROFO provides that if the REIT at any time desires to lease or receives and desires to accept an offer to lease a property, it will provi de CTC with written notice together with a formal offer to lease such space. The REIT has also provided CTC with a ROFR in the event of a Change of Control. The Change of Control ROFR provides that if a Competitor acquires more than 50% of the Units, on a fully-diluted basis, at a time when the properties of the REIT leased by CTC represent at least 50% of the GLA of all of t he properties of the REIT, then CTC has the right to acquire all propert ies then leased by it at the then fair market value. The Change of Control ROFR expires when the assets of the REIT leased by CTC represent less than 50% of the GLA of the assets of the REIT. Development Agreement CT REIT, the Partnership, CTC and CTREL entered into the Development Agreement on October 22, 2013, for a term expiring on the later of: (i) the tenth anniversary of the date of the agreement; and (ii) such time when CTC ceases to hold, directly or indirectly, a majority of the Voting Units. Pursuant to the Development Agreement, the REIT has certain rights to participate in development projects, purchase development projects, provide mezzanine financing for new development projects and acquire shopping centres. The Development Agreement is renewable by the parties thereto on mutually acceptable terms and, in the event of termination, shall continue with full force and effect in respect of any development projects undertaken prior to such termination. All decisions by the REIT in respect of the development, acquisition or financing of a property under the Development Agreement are approved by the Independent Trustees who are unaffiliated with CTC. Non-Competition and Non-Solicitation Agreement CT REIT, the Partnership and CTC entered into the Non-Competition and Non-Solicitation Agreement on October 23, 2013, for a term expiring on the later of: (i) the tent h anniversary of the date of the agreement; and (ii) such time that CTC ceases to hold, directly or indirectly, a majority of the Voti ng Units. Pursuant to the terms of the Non-Competition and Non-Solicitation Agreement, without prior written approval of a majority of the REIT’s Independent Trustees, CTC is not permitted, directly or indirectly, to: (i) create another real estate investment trust or publicly traded real estate business with investment crit eria similar to that of the REIT; (ii) materially engage (contractually or otherwise) with another real estate invest ment trust or publicly traded real estate business with investment criteria similar to that of the REIT, except in the normal course of business to lease or acquire property for its own use; or (iii) acquire or develop properties, ot her than properties required by CTC to operate its retail business, which meet the REIT’s investment criteria. Ho wever, CTC is permitted to create another real estate investment trust or publicly traded real estate business with in vestment criteria similar to that of the REIT if CTC: (i) acquires a business that owns a material amount of r eal estate that CTC wishes to sell; and (ii) after offering such real estate to the REIT, if the REIT does not elec t to purchase such properties pursuant to the ROFO Agreement, and provided that CTC has first given its consen t to the REIT to acquire such properties. Throughout the term of the Non-Competition and Non-Solicitation Agr eement, CTC is not permitted to directly or indirectly solicit an existing tenant of the REIT to move to a non- REIT property; provided that CTC may seek alternative premises for a CTC Banner tenant of the REIT if: (i) CTC has first provided the REIT with an opportunity to accommodate its requirements for such tenant and (ii) such tenant is continuing to meet its obligations to the REIT under its lease. The Non-Competit ion and Non-Solicitation Agreement also provides that for as long as the Services Agreement and Property Management Agreement remain in effect, and for a period of one year thereafter, CTC will not be permitted to solicit any employ ee of the REIT and the REIT will not be permitted to solicit any employee of CTC. The preceding summary is qualified by reference to the terms of the Services Agreement, Property Management Agreement, ROFO Agreement, Development Agreement and Non-Competition and Non-Solicitation Agreement, which have been filed with the Canadian securities re gulatory authorities and are available on SEDAR+ at www.sedarplus.ca.
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2 025 Annual Information Form Page 59 11. DISTRIBUTIONS 11.1 Distribution Policy The REIT has adopted a distribution policy, as permitted under the Declaration of Trust, pursuant to which it makes monthly cash distributions to Unitholders and, through the Partnersh ip, holders of Class B LP Units. Pursuant to the Declaration of Trust, the Trustees hav e full discretion respecting the timing and amounts of distributions, including in respect of: (i) amounts act ually distributed; and (ii) the adoption, amendment or revocation of any distribution policy. See section 5.2.3 entitled “Financial Risk Factors – Return on Investment and Cash Distributions are Not Guaranteed”. Unitholders of re cord as at the close of business on the last business day of the month preceding a date of distribution will have an entitlement, on and after that day, to receive distributions in respect of that month on such date of distribution. A partner, where permitted by the terms of the Partnersh ip Units, may choo se to be loaned an amount from the Partnership equal to all or a portion (the “Selected Am ount”) of the distribution desc ribed above, net of any applicable withholdings, and to have the distribution of t he Selected Amount made to it on the first Business Day following the end of the Fiscal Year in which such dist ribution would otherwise have been made. Each such loan made in a Fiscal Year will not bear interest and will be due and payable in full on or before the first Business Day following the end of the Fiscal Year during which the loan was made. 11.2 Distribution History Year Effective date 1 Monthly distribution per unit % increase Annualized distribution per unit Annualized distribution increase per unit 2025 July $0.07903 2.5% $0.948 $0.023 2024 July $0.07710 3.0% $0.925 $0.027 2023 July $0.07485 3.5% $0.898 $0.030 2022 July $0.07232 3.4% $0.868 $0.029 2021 July $0.06994 4.5% $0.839 $0.036 2020 January / September $0.065 / $0.066 4.0 % / 2.0 % $0.787 / $0.803 $0.030 / $0.016 2019 January $0.06310 4.0% $0.757 $0.029 2018 January $0.06067 4.0% $0.728 $0.028 2017 January $0.05833 2.9% $0.700 $0.020 2016 January $0.05667 2.6% $0.680 $0.017 1 Month upon which the payment of the monthly distribution increase became effective. The General Partner, on behalf of each partner, declares and authorizes the Partnership to make monthly cash distributions to holders of Class A LP Units and to holder s of Class B LP Units by reference to the monthly cash distributions payable by the REIT to Unitholders. The distributions paid on each Unit have been equivalent to what has been paid in respect of each Class A LP Unit and Class B LP Unit. The REIT has made distributions to Unitholders at least equal to t he amount of taxable income of the REIT as is necessary to ensure that the REIT is not liable for ordina ry income taxes on such income. To the extent that the REIT realizes taxable income which is in excess of the monthly distributions paid or made payable to Unitholders during the taxation year, the REIT may make an additional distribution (which may be sa tisfied by the issuance of Units) to Unitholders of record on December 31 to ensure that the REIT will not be liable for ordinary income taxes on such income.
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2 025 Annual Information Form Page 60 11.3 Distribution Reinvestment Plan CT REIT has adopted a distribution reinve stment plan (“DRIP”). Eligible Unitholders who elect to have all or a portion of the cash distributions of the REIT automatically reinvested in additional Units (at price per Unit calculated by reference to the five-day volume-weigh ted average for the Units on the TSX) receive a further distribution of Units equal to 3% of each distribution that was reinvested by t hem. CTC is eligible to participate in the DRIP with respect to those Units in the same manner as all other eligible Unitholders. CTC does not currently participate in the DRIP. In addition, a holder of Class B LP Units has the right to elect to reinve st all or a portion of distributions payable on its Class B LP Units on the same economic terms as parti cipants in the DRIP. A holder of Class B LP Units may reinvest such distributions in Class B LP Units, Units or a combination thereof. Holders of Class B LP Units did not elect to reinvest any portion of the distributions paid during the period ended December 31, 2025. The REIT initially reserved 17,562,086 additional Units with the TSX to accommodate the issue of Units under the DRIP. The reserve balance at December 31, 2025 was 8,508,190 Units. 12. CREDIT RATINGS Morni ngstar DBRS provides credit ratings for commerci al entities and their debt securities. A credit rating generally provides an indication of the risk that the borrower will not fulfill it s full obligations in a timely manner with respect to both interest and principal commitments. Rating categories range from highest credit quality (generally ‘‘AAA’’) to default in payment (generally ‘‘D’’). CT REIT's credit rating(s) are related to and currently equivalent to those of CTC, as CTC holds a significant ownership position in CT REIT and CTC is CT REIT's most significant tenant. On June 27, 2025, Morningstar DBRS confirmed CT REIT’s issuer ratin g and the rating of the Debentures at “BBB” with a “Stable” trend. CTC’s issuer and medium-term notes rating wa s also confirmed at “BBB” with a “Stable” trend on June 24, 2025. A long-term credit rating of ‘‘BBB” by Morningstar DBRS is within the fourth highest of 10 categories and is assigned to debt that is considered to be of adequate credit quality, where the capacity for the payment of financial obligations is considered acceptable but the issuing entity may be vulnerable to future events. A credit rating of “BBB (low)” or higher is an investment grade rating. All rating categories other than “AAA” and “D” also contain subcategories “(high)” or “(low)” which indicate relative standing within such category. The absence of either a “(high)” or “(low)” de signation indicates the rating is in the middle of the category. The assignment of a “Positive”, “Stable” or “Negative” trend modifier provides guidance in respect of Morningstar DBRS’ opinion regarding the outlook for the rating in question. The rating trend indicates the direction in which Morningstar DBRS considers the rating is headed should present tendencies continue. There is no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, withdrawn or revised by Morningstar DBRS if, in its judgment, circumstances so warrant. A rating is not a recommendation to buy, sell or hold any securities of the REIT, in as much as such ratings do not comment as to market price or suitability for a particular investor. The REIT has paid customary rating fees to Morningstar DB RS in conn ection with the above-mentioned rating(s). The REIT did not make any payments to Morningstar DBRS in respect of any other service provided to the REIT by Morningstar DBRS. 13. MARKET FOR SECURITIES CT REIT’s Units are listed and posted for trading on t he TSX under the trading symbol “CRT.UN”. The following table sets forth the high and low trading prices and trading volumes for the outstanding Units on the TSX for the period indicated:
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2025 Annual Information Form Page 61 Date High ($) Low ($) Volume Traded January 2025 $ 14.61 $ 13.89 3,302,234 February 2025 $ 15.00 $ 13.85 3,326,390 March 2025 $ 14.98 $ 14.25 3,200,517 April 2025 $ 14.96 $ 13.42 3,825,304 May 2025 $ 15.97 $ 14.75 2,777,892 June 2025 $ 16.48 $ 15.70 2,978,769 July 2025 $ 16.07 $ 15.37 3,409,071 August 2025 $ 16.45 $ 15.26 2,819,968 September 2025 $ 16.62 $ 15.94 4,114,143 October 2025 $ 16.83 $ 16.06 2,888,248 November 2025 $ 16.47 $ 15.66 3,190,323 December 2025 $ 16.37 $ 15.70 3,766,631 Source: Bloomberg 14. TRUSTEES AND OFFICERS Board of Trustees The Declaration of Trust provides that the Board s hall consist of a minimum of seven and a maximum of nine Trustees, a majority of whom (including the Chai r) shall be independent under Canadian securities law and Canadian residents. CT REIT currently has eight Trustees. Members of the Board of Trustees The names, provinces and country of residence, year firs t elected or appointed as Trustee, and present principal occupations of the Trustees of the REIT as at February 17, 2026 are as follows: Name, Province and Country of Residence Year First Elected/Appointed as a Trustee 1 Present Principal Occupation 2 Pauline Alimchandani Ontario, Canada 2023 Chief Financial Officer, Great Canadian Entertainment Heather Briant Ontario, Canada 2018 Corporate Director TJ Flood Ontario, Canada 2025 Executive Vice-President and Chief Operating Officer, CTC Anna Martini Quebec, Canada 2013 Chief Executive Officer, Psycho Bunny Inc. John O’Bryan Ontario, Canada 2013 Corporate Director Dean McCann Ontario, Canada 2013 Corporate Director Kevin Salsberg Ontario, Canada 2022 President and Chief Executive Officer, CT REIT Kelly Smith Ontario, Canada 2020 Corporate Director 1 Each Trustee of the REIT holds office until the next annual meeting of Voting Unitholders or until his or her successor is elected or appointed unless his or her office is earlier vacated in accordance with the Declaration of Trust. 2 Each Trustee of the REIT has held the principal occupation indicated opposite his or her name during the past five years except: i. Ms. Alimchandani, who served as Chief Fi nancial Officer of Northland Power Inc. from April 2020 to March 2024 and as Executive Vice-President and Chief Financial Officer of Dream Unlimited Corp. prior to April 2020; ii. Mr. Flood, who served as Executive Vice-President and President, Canadian Tire Retail prior to March 2025; iii. Ms. Martini, who served as Executive Vice-President a nd Chief Financial Officer of Groupe CH until January 2023; and iv. Mr. Salsberg, who served as President and Chief Operating Officer to CT REIT prior to May 2022.
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2 025 Annual Information Form Page 62 14.1 Committees of the Board of Trustees As at December 31, 2025, the Board had three committees: the Audit Committee, the Governance, Compensation and Nominating Committee and the Investment Committee. The current members of these Committees are as follows: Audit Committee Governance, Compensation and Nominating Committee Investment Committee Anna Martini (Chair) Heather Briant (Chair) Kelly Smith (Chair) Pauline Alimchandani Pauline Alimchandani Heather Briant Kelly Smith Anna Martini Dean McCann John O'Bryan John O'Bryan Audit Committee The Audit Committee Mandate is attached hereto as Schedule A. As noted above, the Audit Committee is comprised of Anna Martini, Pauline Alimchandani and Kelly Smith. The education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is described below: Member Experience Anna Martini, Chair Ms. Martini is a Chartered Professional Accountant a nd the Chief Executive Officer of Psycho Bunny Inc., a men's apparel retail brand operating stores in the United States, Canada, Japan and Latin America. She served as Executive Vice-President and Chief Financial Officer of Groupe CH, which operates Club de Hockey Canadien Inc., Bell Centre-Place Bell, Spectra and evenko from 2017 to 2023. Previously, she was the President of Groupe Dynamite Inc., a specialty apparel global retailer, from 2004 to January 2017. From 1985 to 2004, Ms . Martini worked at Deloitte LLP (Canada) including as a partner in audit and advisory services from 1996 to 2004. She served as Chair of the Board of the Retail Council of Canada from 2014 to 2016 and as a board member and Treasurer from 2007 to 2014. Ms. Martini is a past Chair of the Board of the McGill University Health Centre Foundation, a director and member of the audit committee for Transcontinental Inc. and a past Chair of Ivanhoe Cambridge Inc.'s audit committee. Her pr evious experience also includes serving as a director of Velan Inc. from 2008 to 2013, where she also chaired the Audit Committee. Pauline Alimchandani Ms. Alimchandani is a Chartered Professional Accountant, a Chartered Financial Analyst charterh older and the Chief Financial Officer of Great Canadian Entertainment, Canada's leading gaming and hospitality company, with a robust portfolio comprising 25 distinct gaming, entertainment and hospitality properties located across Canada. Gr eat Canadian Entertainment is owned by funds managed within the private equity group at Apollo Global Management (NYSE: APO). She previously served as Chief Financial Officer of Northland Po wer Inc. (TSX: NPI) and as Executive Vice- President and Chief Financial Officer of Dream Unlimited Corp. Prior to that, she was the Vice- President, Corporate Strategy at Dream and Vice -President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was active in both the Audit and Assurance, and Consulting and Deals practices at PricewaterhouseCoopers LLP. Kelly Smith Ms. Smith is an independent member of the Investment Committee for BRE F und GP Inc., part of BMO’s Merchant Banking Group, a director of St arlight U.S. Residential Fund and a trustee of Northview Residential REIT. Ms. Smith was Chief Ex ecutive Officer of Strathallen Capital Corp. in 2018 and 2019 and, prior to that, she held the role of President – Canada at Peaceable Street Capital, a United States based s pecialty finance platform operating in both Canada and the United States. Each m ember of the Audit Committee is financially literate within the meaning of such definition as set out in National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”). Each member of the Audit Committee is also independent pursuant to NI 52-110. The Audit Committee has a process for approval of servic es to be provided by its current auditors. The process requires that an annual client services plan be provid ed to and approved by the Audit Committee prior to commencement of services by the auditors. Any additi onal audit or non-audit services required by management will be permitted provided that management is satisfied the auditors are the preferred supplier for such services,
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2 025 Annual Information Form Page 63 the proposed terms of engagement for the services are app roved by the Chair of the Audit Committee (or by the Audit Committee if the fees for such services exceed $ 100,000 or the services are of a sensitive or unusual nature), and the Chair of the Audit Committee advises the A udit Committee of any such pre-approved services at its next meeting. The auditors are also responsible for ensuring that all services provided comply with professional independence standards, and for disclosing to the Audit Committee all relationships between the auditors and the REIT and its related entities that may reasonably be thought to bear on the auditors’ independence and the total fees charged by the auditors for audit and non-audit services during the past year. 14.2 Independent Trustee Matters The following matters require the approval of a ma jority of the Independent Trustees who are Independent Trustees in accordance with the Declaration of Trust: (i) an acquisition of a property or an investment in a property, or the provision of any financing, development or leasing services in respect of a property in which CTC or an Affiliate of CTC or any Related Party of the REIT has any direct or indirect interest, (ii) a material change to any agreement with CTC or an Affiliate of CTC or a Related Party of the REIT or any approval, consent, waiver or other decision of Trustees thereunder, or any renewal, extension or termination thereof or any increase in any fees (including any transaction fees) or distributions pay able thereunder, (iii) the entering into of, or the waiver, exercise or enforcement of any rights or remedies under, any agreement entered into by the REIT, or the making, directly or indirectly, of any co-investment, in each case, with: (a) CTC (other than provided for in the terms of the Class C LP Units), (b) any Trustee, (c) any entity directly or indirectly controlled by any Trustee or in which any Trustee holds a significant interest, or (d) any entity for wh ich any Trustee acts as a director or in other similar capacity, (iv) the refinancing, increase or renewal of any Indebtedness owed by or to, or the redemption of the Class C LP Units by: (a) CTC, (b) any Trustee, (c) any entit y directly or indirectly controlled by any Trustee or in which any Trustee holds a significant interest, or (d) any ent ity for which any Trustee acts as a director or in other similar capacity; or (v) decisions relating to any claims by or against one or more parties to any agreement with CTC or an Affiliate of CTC or any Related Party of the REIT. 14.3 Executive Officers of the REIT The REIT is managed and operated by an experienced internal senior executive team which includes the REIT’s President and Chief Executive Officer, Chief Financial Officer and Senior Vice-President, Real Estate. The names, province and country of residence and present principal occupations of the executive officers (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) of the REIT as at February 17, 2026 are as follows: Name, Province and Country of Residence Present Principal Occupation Kevin Salsberg, Ontario, Canada President and Chief Executive Officer1 Lesley Gibson, Ontario, Canada Chief Financial Officer Jodi Shpigel, Ontario, Canada Senior Vice-President, Real Estate2 1 Mr. Salsberg served as President and Chief Operating Officer of CT REIT from November 2019 to May 2022, and served as Senior Vice-President, Real Estate of CT REIT from June 2016 to November 2019. 2 Ms. Shpigel served as Chief Operating Officer of Almega Co. from September 2021 to April 2022, and served as Senior Vice-President, Development of First Capital REIT from September 2015 to February 2021. Ownership, Control and Direction of Securities by Trustees and Executive Officers As at December 31, 2025, all Trustees and executive offi cers of the REIT as a group beneficially owned, directly or indirectly, or exercised control or direction over 173,990 Units of the REIT (re presenting approximately 0.16% of the issued and outstanding Units of the REIT on a non-diluted basis).
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2025 Annual Information Form Page 64 15. CONFLICTS OF INTEREST The Declaration of Trust contains “c onflict of interest” provisions to protect Unitholders without creating undue limitations on the REIT. The Declaration of Trust contains pr ovisions that require each Trustee to disclose to the REIT any interest in a material contract or transaction or proposed material contract or transaction with the REIT (including a contract or transaction involving the making or disposition of any investment in real property or a joint venture agreement) or the fact that such person is a director or officer of, or otherwise has a material interest in, any person who is a party to a material contract or transaction or proposed ma terial contract or transaction with the REIT. A Trustee who has made disclosure to the foregoi ng effect is not entitled to vote on any resolution to approve the contract or transac tion unless the contract or transaction is one relating to: (i) his or her direct remuneration as a Trustee, officer, employee or agent of t he REIT; or (ii) the indemnity of himself or herself as a Trustee or the purchase or maintenance of liability insurance. TJ Flood, a Trustee of the REIT and senior executive offi cer of CTC is required to disclose the nature and extent of his interests in, and is not entitled to vote on any resolu tion to approve, any material contract or transaction or any proposed material contract or transaction between the REIT and CTC or any of its Affiliates or any other entity in which he has an interest (unless the contract or trans action relates to their remuneration or an indemnity under the provisions of the Declaration of Trust on liability insurance). 16. PROMOTER CTC took the initiative in founding and organizing CT REIT and is considered a promoter of the REIT in accordance with applicable securities legislation. As at December 31, 2025, CTC held, indirectly, a 68.1% effective interest in the REIT on a diluted basis through ownership of 33,989,508 Units and all of the Class B LP Units, where each Class B LP Unit is attached to a Special Voting Unit of the REIT, providing the holder thereof to one vote in the REIT. CTC also holds all of the non- voting Class C LP Units which, in certain limited circumstances, entitle the holder thereof to voting rights in the REIT pursuant to Special Voting Units issuable by the REIT in such circumstances. CTC is the REIT’s most significant tenant and has ente red into various commercial agreements with CTC. See section 2.2 entitled “Description of Key Tenant” and section 10.4 entitled “Commercial Agreements with CTC”. 17. INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS As at December 31, 2025, CTC held a 68.1% effective interest in the REIT through ownership of 33,989,508 Units and all of the issued and outstanding Class B LP Units. Each Class B LP Unit is exchangeable at the option of the holder for one Unit of the REIT (subject to certain anti- dilution adjustments), is accompanied by one Special Voting Unit of the REIT (which provides for the same voting rights in the REIT as a Unit) and receives distributions of cash from the Partnership equal to the distributions made by the REIT on a Unit. In addition, CTC holds all of the outstanding Class C LP Units of the Partnership. It is the REIT’s policy to conduct all transactions with related parties on market terms and conditions. Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) provides a number of circumstances in which a trans action between an issuer and a Related Party may be subject to valuation and minority approval requirements. An exemption from such requirements is available when the fair market value of the transact ion does not exceed 25% of the market ca pitalization of the issuer. CT REIT has been granted exemptive relief from the requirements of MI 61-101 that, subject to certain conditions, permits it to be exempt from the minority approval and valuation re quirements for transactions that would have a value of less than 25% of CT REIT's market capitalization if Cla ss B LP Units held by CTC, including its Subsidiaries, are included in the calculation of CT REIT 's market capitalization. As a resu lt, the 25% threshold, above which the minority approval and valuation requ irements would apply, is increased to include the approximately 53.8%
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2025 Annual Information Form Page 65 indirect exchangeable equity interest in CT REIT held by CTC, including its Subsidiaries, in the form of Class B LP Units. 18. MATERIAL CONTRACTS The following are the only material agreements of the RE IT (other than certain agreements entered into in the ordinary course of business): (a) the Declaration of Trust; (b) the Development Agreement; (c) the Exchange Agreement; (d) the Indemnity Agreement; (e) the Limited Partnership Agreement; (f) the Non-Competition and Non-Solicitation Agreement; (g) the Property Management Agreement; (h) the ROFO Agreement; (i) the Services Agreement; and (j) the Trust Indenture as supplem ented by the Supplemental Indentures. Copies of the foregoing documents have been filed with the Canadian securities regulatory authorities and are available on SEDAR+ at www.sedarplus.ca. 19. INTERESTS OF EXPERTS Deloitte LLP is the auditor of the REIT and is indepen dent of the REIT within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario. Auditor’s Fees The table below shows the fees to Deloitte LLP for se rvices rendered for fiscal years ended December 31, 2024 and December 31, 2025, respectively. Auditor’s Fees 2024 (ended December 31, 2024) 2025 (ended December 31, 2025) Audit fees 1 $735,950 $851,000 Audit-related fees 2 $10,023 $8,979 Tax fees $0 $0 All other fees 3 $76,400 $79,000 Total $822,373 $938,979 1 These fees relate to annual audit and interim review services, security filings and translation services provided for financial statements, MD&A and interim reports. 2 These fees relate to Canadian Public Accountability Board (CPAB) participation. 3 These fees relate to Deloitte's limited assurance engagements over certain information contained in the REIT's ESG Reports.
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2 025 Annual Information Form Page 66 20. TRANSFER AGENT, REGISTRAR, AND INDENTURE TRUSTEE The tran sfer agent and registrar for the Units is Computershare Trust Company of Canada at its principal office in Toronto, Ontario. The Indenture Trustee for the Debentures is BNY Trust Company of Canada. 21. LEGAL PROCEEDINGS AND REGULATORY ACTIONS CT REIT can be exposed to various litigation and claims that arise from time to time in the normal course of business. During 2025 neither the REIT nor its Properties we re subject of, or were a party to, any material legal proceedings. During 2025: (i) there have been no penalties or sanctions imposed against the REIT by a court relating to securities legislation or by a securiti es regulatory authority; (ii) there ha ve been no other penalties or sanctions imposed by a court or regulatory body against the REIT that would likely be considered important to a reasonable investor in making an investment de cision; and (iii) the REIT has not entered into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority. 22. ADDITIONAL INFORMATION Additional informatio n, including Trustees’ and officers’ remuneration, principal holders of the REIT’s securities and securities authorized for issuance under equity compen sation plans, where applicable, is contained in the REIT’s management information circular prepared in connection with the annual meeting of Voting Unitholders of CT REIT that was held on May 6, 2025, which is available on SEDAR+ at www.sedarplus.ca. Other information relating to the REIT, including additional financial inform ation contained in the REIT’s consolidated financial statements for the financial year ended December 31, 2025 and 2025 MD&A, may be obtained on SEDAR+ at www.sedarplus.ca and on the REIT’s website at www.ctreit.com. 23. FORWARD-LOOKING INFORMATION This AIF, and the documents incorporated by reference herein, contain statements and other information that constitute “forward-looking information” or “forward-l ooking statements” under applic able securities legislation (collectively, “forward-looking statements”) that reflect management’s current expectations relating to matters such as future financial performance and operating results of CT REIT. Forward-looking statements are provided for the purposes of providing information about CT REIT’s future outlook and anticipated events or results. All statements, other than statements of historical fact, in this AIF that address activities, events or developments that CT REIT or a third party expects or ant icipates will or may occur in the future, including the REIT’s future growth, financial condition, financial needs, results of operations, performance, business strategy, business prospects and opportunities and the assumptions underlying any of the foregoing, are forward-looking statements. Often, but not always, forward-looking statements can be identified by t he use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “believe”, “estimate”, “plan”, “can”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue”, “ongoing”, “might” or “project” or the negative of these terms or variations of them or similar terminology, or other similar expressions concerning matters that are not historical facts. These forward-looking statements reflect management’s current beliefs and are based on information currently available to CT REIT and on other factors and assumptions about fu ture events and financial trends CT REIT believes are reasonable, including, without limitation, the timing and extent of further changes to interest rates; that tax laws will remain unchanged; that the REIT will continue to manage its liquidity and debt covenants; that conditions within the real estate market, including competition for acquisitions, will normalize; that Canadian capital markets will provide CT REIT with access to equity and/or debt at reasonable rates when required; that the redevelopment and related activities with respect to Canada Square will proceed as planned; and that CTC will continue its involvement with the REIT on the basis described herein. Actual results and developments may differ materially from results and developments discussed in the forward-lo oking statements as they are subject to a number of significant risks and uncertainties, including those discussed in section 5 ent itled “Risk Factors” of this AIF and
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2025 Annual Information Form Page 67 elsewhere in this AIF and also in section 12.0 entitled “Enterprise Risk Management” of CT REIT’s 2025 MD&A. Certain of these risk factors and uncert ainties are beyond the REIT’s control. Consequently, all of the forward- looking statements made in this AIF are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that actual results or developments will be realized or, even if substantially realized, that they will have the expect ed consequences to, or ef fects on, the REIT. These forward-looking statements are made as of the date of th is AIF and CT REIT assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise. Specific forward-looking statements contained in this AI F include, but are not limited to, statements with respect to: Section 2 – Description of the Business • the intention of the REIT to pay reliable, durable and growing distributions on page 3; • the REIT’s ability to expand its asset base in service of increasing both its AFFO per unit and its net asset value per unit on page 3; • the ability of the REIT to execut e its growth strategies on page 3; • the ability of the REIT to participate with CTC in t he development or intensificat ion of the Properties on page 3; • the access of the REIT to available source s of debt and/or equity financing on page 5; Section 4 – General Development of the Business • the REIT’s development activities on page 15; • the access of the REIT to available sources of debt and/or equity financing on pages 15-16; Section 9 - Indebtedness and Class C LP Units • the expected weighted average distribution rate on the Class C LP Units on page 52; and Section 11 – Distributions • the intention of the REIT to pay distributions on page 59. Forward-looking statements necessarily involve known an d unknown risks and uncertainties, many of which are beyond the REIT’s control, that may cause CT REIT’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially fr om those expressed or implied by such forward-looking statements. These risks and uncertainties include: • uncertainty relating to the economy and economic conditions, including the rate of inflation and deflation and the availability and cost of credit; • uncertainty regarding the REIT’s ability to obtain debt or equity financing on reasonable terms or at all; • changes in laws and regulatory regimes affecting the REIT, including changes in the tax treatment of the REIT and the ability of the REIT to qualify as a “mut ual fund trust”, as defined in the Tax Act, and as a “real estate investment trust”, as defined in the SIFT Rules. • the economic stability of local region s in which the Properties are located; • the geographic concentration of the Properties in Ontario, Quebec and Western Canada; • the lack of diversity in the asset class of the REIT’s investments, particularly retail properties; • the dependence of the REIT on CTC to meet its lease obligations; • increases to the REIT’s capital expenditu re commitments and fixed cost requirements; • the significant ownership stake by CTC in the REIT; • the reliance on CTC for the provision of serv ices under the Services Agreement and Property Management Agreement; • uncertainties relating to outsourced business ac tivities, property management and development, environmental liabilities, and business disruption; • the REIT’s ability to expa nd its asset base through acquisitions from CTC; • the REIT’s ability to develop or in tensify its Properties, including changes in timing to obtain municipal and other approvals, development cost s, and other factors that could im pair the REIT’s development or intensification projects; and • the future financial performance and operat ing results of the REIT’s key tenant, CTC.
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2 025 Annual Information Form Page 68 CT REIT cautions that the foregoing lists of risks, uncertainties, factors and assumptions are not exhaustive and other factors could also materially and adversely affect its results. Investors and other readers are urged to consider the foregoing risks, uncertai nties, factors and assumptions carefu lly in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forw ard-looking statements. For more information on the risks, uncertainties, factors and assumptions that could cause CT REIT’s actual results to differ from current expectations, please also refer to CT REIT’s public filings available on SEDAR+ at www.sedarplus.ca and by a link at www.ctreit.com. Forward-looking statements do not take into account the ef fect that transa ctions or non-recurring or other special items announced or occurring after the statements are made can have on CT REIT’s business. For example, they do not include the effect of any dispositions, acquisiti ons, asset write-downs or other charges announced or occurring after such statements are made. CT REIT does not undertake to update or revise any forward-looking statements, whether written or oral, t hat may be made from time to time by it or on its behalf, to reflect new or subsequent information, events or circumstances or otherwise, except as required by applicable securities laws.
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2 025 Annual Information Form Page 69 GLOSSARY OF TERMS “2025 MD&A ” means CT REIT's management discussion & anal ysis for the fiscal year ended December 31, 2025, which is incorporated by reference herein. “Acquisition Agreement” means the agreement of purchase and sale among CTREL, the Partnership and CTC entered into on October 22, 2013 pursuant to which the RE IT indirectly acquired the Initial Properties and CTC provided, among other things, certain representations and warranties and indemnities in respect of the Initial Properties to the REIT and the Partnership. “Additional LP Units” means limited partnership units of the Partnership that may be created in the future, and “Additional LP Unit” means any one of them. “Affiliates” has the meaning given to that term in National Instrument 45-106 – Prospectus Exemptions. “AFFO” is a non-GAAP financial measure and has the meaning given to that term in Real Property Association of Canada’s published guidance titled “REALPAC Funds From Operations & Adjusted Funds From Operations for IFRS” (the “REALPAC Guidance on FFO & AFFO”). It is calculated as FFO subject to certain adjustments to remove the impact of recognizing property rental revenues on a straight-line basis, the deduction of a reserve for normalized maintenance capital expenditures and the deduction of direct leasing costs not related to development projects. See section 10.1 entitled “Non-GAAP Financial Measures” of the REIT’s 2025 MD&A for more information. “Aggregate Adjusted Assets ” as at any date means the Aggregate Asse ts as at the relevant Calculation Reference Date, provided that the component amount ther eof that would otherwise comprise the amount shown on the REIT’s balance sheet as “investment properties” (or its equivalent) shall be instead calculated as the amount obtained by applying the Capitalization Factor as at such Calculation Reference Date to determine the fair value of the REIT’s assets that would comprise “inves tment properties” as at such date, using the valuation methodology described by the REIT in its then most recent ly published annual or interim financial statements or MD&A, applied consistently in accordance with past practice. “Aggregate Assets” as at any date means the total assets of the REIT, excluding goodwill and future income tax assets, determined on a consolidated basis and in accordan ce with GAAP, and giving effect to the Proportionate Consolidation Adjustments and to the extent applicable, adjusted for any adj ustments which correspond to those made in accordance with the definition of Consolidated EBITDA (other than fair value adjustments reflecting an increase or decrease in the fair value of investment properties). “AIF” has the meaning given to that term on page 1 of this AIF. “Annual Fixed Distribution Rate ” means with respect to a series of Class C LP Units, the annual fixed distribution rate applicable to a Subsequent Fixed Rate Period equal to the five-year Government of Canada bond yield determined by the Partnership on the thirtieth day prior to the beginning of the applicable Subsequent Fixed Rate Period plus the Spread. “Atlantic Canada” means the provinces of New Brunswick, Newfoundland and Labrador, Nova Scotia and Prince Edward Island. “Bank Credit Facility ” means the senior unsecured revolving credit facility in the amount of $300 million made available to the Partnership on October 23, 2013 by a syndicate of lenders, as amended and/or extended from time to time. “Board” means the Board of Trustees of the REIT. “Calculation Reference Date” means, with respect to any date, the last day of the most recently completed fiscal quarter of the REIT, unless otherwise noted.
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2025 Annual Information Form Page 70 “Canada Square ” means the Development Property, which includes the existing CTC Office, located at 2180, 2190, 2200 and 2210 Yonge Street, Toronto, Ontario. References to Canada Square in this AIF means CT REIT’s one-half interest in Canada Square, unless the context otherwise requires. “Canadian Tire Leases ” means, collectively, the Canadian Tire st ore leases, Gas Bar Leases and the lease agreements between the Partnership and CTC for the CTC Industrial Properties. “Capitalization Factor” means, as at the relevant Calculation Reference Date, the amount determined as the simple average of the weighted average capitalization ra tes published by the REIT in reference to the calculation of the fair value of its assets in the REIT’s annual or interim financial statements or MD&A published for each of the eight most recently completed fiscal quarters (includi ng the fiscal quarter in which the relevant Calculation Reference Date occurs). “CBCA” means the Canada Business Corporations Act, as amended from time to time. “Change of Control” means the acquisition by a person, or group of persons acting jointly or in concert, directly or indirectly, other than CTC or any of its Subsidiaries , of more than 50% of the aggregate voting rights attached to the Units and Special Voting Units of the REIT (taking into account: (i) full dilution from the exchange of all then- outstanding Class B LP Units into Units of the REIT; and (ii) in respect of any other securities that are convertible or exchangeable into Units of the REIT, only dilution resu lting from the conversion or exercise of such other convertible or exchangeable securities held by such person or group of persons). “Change of Control Offer ” has the meaning given to that term under section 9.2 entitled “Debentures – Repurchase upon Change of Control Triggering Event” of this AIF. “Change of Control ROFR ” has the meaning given to that term und er section 5.2.2 entitled “Key Business Relationship Risk Factors - Inhibitions of Take-Over Bids” of this AIF. “Class A LP Preferred Distribution” has the meaning given to that term under section 7.7 entitled “Distributions” of this AIF . “Class A LP Units ” means, collectively, the Class A limited partne rship units of the Partnership, and “Class A LP Unit” means any one of them. “Class B LP Units” means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them. “Class C LP Preferred Distribution” has the meaning given to that term under section 7.7 entitled “Distributions” of this AIF. “Class C LP Units” means, collectively, the Class C limited partner ship units of the Partnership, and “Class C LP Unit” means any one of them. “Class C Market Spread” means the sum of: (i) 0.05%; and (ii) the Debt Market Spread. “Class D LP Preferred Distribution” has the meaning given to that term under section 7.7 entitled “Distributions” of this AIF. “Class D LP Units ” means, collectively, the Cl ass D limited partnership units of the Partnership, and “Class D LP Unit” means any one of them. “Competitor” means a person who carries on business, or any person who controls or is controlled by such person, in one or more of the following categories : hardware, automotive, sporting goods, apparel and housewares.
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2025 Annual Information Form Page 71 “Confidential Information ” has the meaning given to that term under section 5.2.5 entitled "Cyber and Technology Risk” of this AIF. “Consolidated EBITDA ” means Consolidated Net Income increased by the sum of, without duplication: (i) Consolidated Interest Expense; (ii) depreciation and amortization expense; and (iii) Consolidated Income Tax Expense (other than income taxes, either positive or negative, attributable to unusual or non-recurring gains or losses or other non-cash gains or losses as adjusted for in calculating Consolidated Net Income). “Consolidated Income Tax Expense” means the income tax expense of the REIT, determined on a consolidated basis and in accordance with GAAP and including Proportionate Consolidation Adjustments. “Consolidated Indebtedness” as at any date means the consolidated Indebtedness of the REIT as at such date determined on a consolidated basis in accordance wi th GAAP and including Proportionate Consolidation Adjustments. “Consolidated Interest Expense” means the aggregate amount of interest expense of the REIT, adjusted in all cases for Proportionate Consolidation Adjustments in respect of Consolidated Indebtedness, capital lease obligations, the original issue discount (or, as applicable, premium) of any Consolidated Indebtedness issued at a price less than (or, as applicable, more than) the face amount thereof paid, accrued or scheduled to be paid or accrued during such period and, to the extent inte rest has been capitalized on projects that are under development or held for future development during the perio d, the amount of interest so capitalized (including Proportionate Consolidation Adjustments), all as determined on a consoli dated basis in accordance with GAAP; provided that: (i) notwithstanding its presentation under GAAP all interest expense in respect of convertible debenture Indebtedness and Subordinated Indebtedness will be in cluded at the face rate of interest thereon and, for the purpose of calculations made in respect of the Debt Securities, distributions paid on the Class C LP Units will be included; and (ii) for the avoidance of doubt, distri butions in respect of the Class B LP Units will not be included in determining Consolidated Interest Expense. “Consolidated Net Income” for any period means the net income (loss) of the REIT for such period determined on a consolidated basis in accordance with GAAP, excluding: (i ) any gain or loss attributable to the sale or other disposition of any asset or liability of the REIT, other than the sale or disposition of income properties held for resale; (ii) any non-cash changes in fair value gains or losses of the REIT, determined on a consolidated basis in accordance with GAAP; (iii) other no n-recurring items; (iv) any Proportionate Consoli dation Adjustments; and including or excluding, as applicable, the related tax impact of items (i) to (iii). “Consolidated Unsecured Indebtedness” means the Consolidated Indebtedness of the REIT at any date that is not secured in any manner by any lien as at such date, determined in accordance with GAAP and including Proportionate Consolidation Adjustments. “CRA” means the Canada Revenue Agency. “Credit Facilities” means the Bank Credit Facility and CTC Credit Facility. “CTC” means Canadian Tire Corporation, Limited together with its Subsidia ries (excluding the REIT and the REIT’s Subsidiaries), or, as the context requires, any of them. “CTC Banners ” means CTC names or trademarks, including C anadian Tire, Mark’s, SportChek, PartSource, Party City, Pro Hockey Life and, for the purposes of this AIF, also includes Canadian Tire Bank and Petroleum; “CTC Banner” means any one of them. “CTC Consent Rights ” has the meaning given to that term unde r section 5.2.2 entitled “Key Business Relationship Risk Factors – Significant Ownership by CTC ” of this AIF. “CTC Credit Facility ” means the uncommitted, unsecured revolving credit facility in the amount of $300 million made available to the Partnership on December 6, 2019 by CTC, as amended and/or extended from time to time. “CTC Office” means offices occupied by CTC head office and located at Canada Square.
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2 025 Annual Information Form Page 72 “CT P” means Petroleum. “CTREL” means Canadian Tire Real Estate Limited, a wholly-owned Subsidiary of CTC. “CT Re-Financing” means a debt, equity or similar financing, the proceeds of which are used to fund amounts due upon the redemption of Class C LP Units on the expiry of any Current Fixed Rate Period, Subsequent Fixed Rate Period or Subsequent Floating Rate Period and/or upon the maturity of any debt owed by the REIT to CTC. “CT Re-Financing Obligations ” means: (i) if CTC withholds its consent to a CT Re-Financing, the proceeds of which is to fund amounts due upon a redemption of Class C LP Units proposed by the REIT, then the REIT may: (a) accept an offer from CTC to provide debt financing to the REIT in an aggregate amount necessary to fund such redemption and at the then prevailing market terms (with the interest rate on such debt calculated with reference to the Debt Market Spread) and redeem such Class C LP Units with the proceeds of such debt financing; or (b) elect, at its sole option, that the Annual Fixed Distribution Rate for the next Subseque nt Fixed Rate Pe riod or the floating distribution rate for each month during the next Subsequent Floating Rate Period, as applicable, shall be calculated by replacing the Spread with the “Class C Market Spread”, all in accordance with the terms of the Class C LP Units; and (ii) if CTC withholds its consent to a CT Re-Financing, the proce eds of whi ch is to re-finance maturing debt issued by the REIT to CTC, then CTC shall accept Class C LP Units and/or provide debt to the REIT in an aggreg ate amount necessary to fund the re-fi nancing of such maturing debt, to be allocated between Class C LP Units and debt at the disc retion of CTC, in each case, on the then prevailing market terms (with the distribution rate on such Class C LP Units calculated with reference to the Class C Market Spread and the interest rate on such debt calculated with reference to the Debt Market Spread, as applicable). “CT REIT” and the “REIT” has the meaning given to that term on page 1 of this AIF. “Current Fixed Rate Period ” has the meaning given to that term under section 7.2 entitled “Partnership Units – Class C LP Units” of this AIF. “Dealers” has the meaning given to that term under section 2.2 entitled “Description of the Business – Description of Key Tenant” of this AIF. “Debentures” means, collectively, Series D Debentures, Seri es E Debentures, Series F Debentures, Series G Debentures, Series H Debentures, Series I Debentures and Series J Debentures. “Debt Market Spread” means the arithmetic mean, expressed as a percentage, of the difference between: (i) the expected yield to maturity for publicly issued unsecured subordinated debentures issued by the REIT with a five- year term to maturity if issued on the date of such determination; and (ii) the five-year Government of Canada bond yield on the date of such determination, as determ ined, in both cases, by three Schedule I Bank-owned investment dealers (if there are thr ee Schedule I Bank-owned investment de alers); provided that the first such dealer shall be appointed by the Partnership, the seco nd such dealer shall be appointed by the holder of the greatest principal amount of the applicable Series of Cla ss C LP Units, and the third such dealer shall be jointly appointed by the first and second dealer. “Debt Securities” means the senior unsecured debt securities of the REIT issued and certified from time to time pursuant to the Trust Indenture, as supplemented from ti me to time, either in bearer form, registered form or registered as to principal only and includes Global Debt Securities and Registered Debt Securities. “Debt Service” means, for any period, the sum of (without duplication): (i) Consolidated Interest Expense for such period; and (ii) all regularly scheduled principal payments made with respect to Consolidated Indebtedness during such period (other than any balloon, bullet or similar principal payable at maturity or which repays such Indebtedness in full). “Declaration of Trust” has the meaning given to that term under section 1.1 entitled “Overview” of this AIF. “De mand Distribution ” has the meaning given to that term under section 10.3 entitled “Exchange Agreement – Registration Rights” of this AIF.
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2025 Annual Information Form Page 73 “Demand Registration Right ” has the meaning given to that term under section 10.3 entitled “Exchange Agreement – Registration Rights” of this AIF. “Development Agreement” means the development agreement among t he REIT, the Partnership, CTREL and CTC entered into on October 23, 2013, as further describ ed under section 10.4 entitled “Commercial Agreements with CTC – Development Agreement” of this AIF. “Development Properties ” means those Properties where the entir ety of the Property is being developed or redeveloped. “DRIP” means the distribution reinvestment plan of the REIT. “Eighth Supplemental Indenture ” means the indenture supplemental to the Trust Indenture dated February 3, 2022 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series H Debentures. “ERM Framework” has the meaning given to that term under se ction 5.1 entitled “Enterprise Risk Management Framework” of this AIF. "ESG" means environmental, social and governance. “Exchange Agreement” means the exchange agreement among the REIT, the Partnership, CTC, Canadian Tire Holdings I Limited Partnership and Canadian Tire Holdin gs II Limited Partnership entered into on October 22, 2013, as further described under section 10.3 entitled “Exchange Agreement” of this AIF. “FFO” is a non-GAAP financial measure and has the meaning given to it in the REALPAC Guidance on FFO & AFFO. It is calculated as net income in accordance with IFRS Accounting Standards, adjusted by removing the impact of: (i) fair value adjustments on investment proper ties; (ii) other fair value adjustments; (iii) gains and losses on the sale of investment properties; (iv) intern al leasing expenses; (v) lease principal payments on right- of-use assets; and (vi) deferred income taxes. “Fifth Supplemental Indenture” means the indenture supplemental to the Trust Indenture dated June 16, 2017 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series E Debentures. “Financial Services segment” includes the financial services businesses carried on by the subsidiaries of CTFS Holdings Limited, namely Canadian Tire Bank and CTFS Bermuda Ltd. “Fourth Supplemental Indenture” means the indenture supplemental to the Trust Indenture dated May 31, 2016 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series D Debentures. “GAAP” means generally accepted accounting principles in Canada (which for Canadian reporting issuers is IFRS Accounting Standards) as in effect from time to time and as adopted by the REIT from time to time for the purposes of its public financial reporting. “Gas Bar” means any gas bar located on a Property operated by Petroleum, and “Gas Bars” means any two or more of them. “Gas Bar Leases” means the lease agreements entered into between the Partnership and CTC for Gas Bars. “General Partner” has the meaning given to that term under section 7.1 entitled “General” of this AIF. “GLA” has the meaning given to that term under section 3.1 entitled “Overview of the Property Portfolio” of this AIF.
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2 025 Annual Information Form Page 74 “Global Debt Securities ” means Debt Securities represented in t he form of fully registered Global Debt Securities held by, or on behalf of, Canadian Depository for Securities (CDS). “GP Interest” means the General Partner’s general partner interest in the Partnership. “GP Unit” means a unit representing the GP Interest. “Gross Book Value” means at any time the total assets of the REIT as shown in its then most recent consolidated balance sheet. “IFRS Accounting Standards ” means IFRS® Accounting Standards as issued by the International Accounting Standards Board. “Indebtedness” of any person means (without duplication): (i) any obligation of such person for borrowed money (including, for greater certainty, the full principal amount of convertible debt, notwithstanding its presentation under generally accepted accounting principles); (ii) any obligation of such person incurred in connection with the acquisition of property, assets or businesses; (iii) any obli gation of such person issu ed or assumed as the deferred purchase price of property; (iv) any capital lease obligation of such person; and (v) any obligations of the type referred to in clauses (i) through (iv) of another person, the payment of which such person has guaranteed or for which such person is responsible or liable; provided that: (a) for the purpose of clauses (i) through (v) (except in respect of convertible debt, as described above), an obligation will constitute Indebtedness of a person only to the extent that it would appear as a liability on the cons olidated balance sheet of such person in accordance with generally accepted accounting principles; (b) obligations re ferred to in clauses (i) through (iii) exclude trade accounts payable, distributions payable to holders of the Units, accrued liabilit ies arising in the ordinary course of business which are not overdue or which are being co ntested in good faith, deferred revenues, intangible liabilities, deferred income taxes, def erred financing costs, tenant deposits and indebtedness with respect to the unpaid balance of instalment receipts, where such indebte dness is presented as a current liability on the balance sheet; and (c) Units, Class A LP Units, Class B LP Unit s, Class C LP Units, Class D LP Units and exchangeable securities do not constitute Indebtedness. “Indemnity Agreement” means the indemnity agreement among CTC, the REIT and the Partnership entered into on October 23, 2013 pursuant to which CTC indemnified the REIT for any breach of the representations and warranties in the Acquisition Agreement, as further de scribed under section 10.2 ent itled “Indemnity Agreement” of this AIF. “Indenture Trustee” means BNY Trust Company of Canada or its successor or successors for the time being as trustee under the Trust Indenture. “Independent Trustee ” means a Trustee who is “independent” pursuant to National Instrument 58-101 – Corporate Governance Guidelines, and where in reference to a member of the Audit Committee, a Trustee who is also “independent” pursuant to National Instrument 52-110 – Audit Committees. “Industrial Properties” means distribution facilities, warehouses and buildings for light manufacturing of a size and configuration that may accommodate a broad range of tenants, and “Ind ustrial Property” means any one of them. “Initial Properties” means the portfolio of 256 properties, consisting of 255 retail properties across Canada and one Industrial Property that CT REIT indirectly acquired through the Partnership from CTC on October 23, 2013 in connection with the Initial Public Offering. “Initial Public Offering” means the distribution to the public of Units pursuant to the REIT’s final prospectus dated October 10, 2013, which closed on October 23, 2013. “Intensification” means Properties undergoing the construction of additional buildings and/or modifications to existing buildings, which may result in an increase in GLA to a Property.
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2025 Annual Information Form Page 75 “Issued Securities” has the meaning given to that term under section 10.3 entitled “Exchange Agreement – Pre- Emptive Rights” of this AIF, and “Issued Security” means any one of them. “Lease ROFO” means the right of first offer granted by the REIT to CTC until the end of the lease term (including any exercised extension) with CTC whic h provides that if the REIT wishes to sell or otherwise dispose of a property or any interest therein, that was acquired from CTC or all or part of which is leased by CTC pursuant to a Canadian Tire Lease, the REIT shall first provide an offe r to CTC setting out the price and material terms and conditions of the proposed sale or other disposition. CTC will have up to 30 days to either: (i) notify the REIT of its acceptance, in the form of an executed non-binding letter of intent; or (ii) provid e the REIT with a minimum reserve price, which must be equal to or less than the RE IT’s offer price, below which price the REIT will be unable to complete the proposed transaction. “Lease ROFR ” means the right of first refusal granted by t he REIT to CTC, until the end of the lease term (including any exercised extension) with CTC which provid es that if the REIT receives a bona fide offer from a Competitor to purchase or otherwise acquire one or more prop erties or any interest therein, all or part of which is leased or was leased to CTC pursuant to a Canadian Tire Lease, the REIT shall provide such offer to CTC and CTC shall have 10 business days to agree to match such offer by notice to the REIT. “License Agreement ” means the trademark license agreement am ong the REIT, the Partnership and CTC entered into on October 23, 2013. “Limited Partners ” means CT REIT, CTREL, Canadian Tire Holdings II Limited Partnership, Canadian Tire Holdings III Limited Partnership and Canadian Tire Hold ings IV Limited Partnership, and “Limited Partner” means any one of them. “Limited Partnership Agreement” has the meaning given to that term under section 7.1 entitled “General” of this AIF. “Mark’s” refers to the retail and commercial wholesale businesses carried on by Mark’s Work Wearhouse Ltd. under the Mark’s, L’Équipeur, Mark’s WorkPro, L’Equipeur Pro, Mark's Commerical and L’Equipeur Commercial names and trademarks. “Morningstar DBRS” means DBRS Limited. “NCIB” means a normal course issuer bid within the m eaning of applicable Canadian securities laws and TSX rules. “Ninth Supplemental Indenture” means the indenture supplemental to the Trust Indenture dated November 17, 2023 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series I Debentures. “Non-Competition and Non-Solicitation Agreement ” means the non-competition and non-solicitation agreement among CT REIT, the Partnership and CTC enter ed into on October 23, 2013, as further described under section 10.4 entitled “Commercial Agreements with CTC – Non-Competition and Non-Solicitation Agreement” of this AIF. “Non-Residents” means: (i) non-residents of Canada; (ii) part nerships that are not Canadian partnerships; or (iii) a combination of non-residents and such partnerships (all within the meaning of the Tax Act). “Other CTC Banners” means CTC Banners excluding any Canadian Tire stores, and “Other CTC Banner” means any one of the Other CTC Banners. “Partnership” means CT REIT Limited Partnership, a limited partnership existing under the Limited Partnership Act (Ontario). “Partnership Units” means partnership units in the capital of t he Partnership, and “Partnership Unit” means any one of them.
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2 025 Annual Information Form Page 76 “Party City ” refers to the party supply business that operates under the Party City name and trademarks in Canada. “Permitted Indebtedness” means: (i) Indebtedness of: (a) the REIT owed to any of its Subsidia ries; and (b) any Subsidiary of the REIT owed to the REIT and/or another of the REIT’s Subsidiaries (each of the entities in (a) and (b) being for this purpose a “rel ated entity”), provided, however, that the provisions of this subsection (i) will no longer be applicable, (A) upo n the sub sequent transfer or other disposition of such Indebtedness to any person that is not a related entity, to the amount that was so transferred or otherwise disposed of to such other person; or (B) in the case of Indebtedne ss of the REIT owed to any of its Subsidiaries, upon the subsequent issuance or disposition of common shares, units or equi valent equity securities (including, without limitation, by consolidation or merger) of such Subsidia ry which results in such Subsidi ary ceasing to be a Subsidiary of t he REIT (and thereby for this purpose a “third party”), to the amount of such Indebtedness equal to the product obtained by multiplying the amount of such Indebtedne ss by the p ercentage of common shares, units or equivalent equity securities of the third party owned imme diately after su ch issuance or disposition of such common shares , units or equivalent equity securities by persons other than the REIT or one of its Subsidiaries, and, in each case, such amount of such Indebtedness will be deemed for the purpose of the calculation of the Indebtedness Percentage (as defined in the Supplemental Indentures) to have been incurred at the time of such transfer, issuance or disposition; and (ii) Indebtedness of the REIT or any of its Subsidiaries which is incurred or the proceeds of which are used to rene w, extend, repay, redeem, purchase, refinance or refund (each a “refinancing”) any Indebtedness of the REIT or any of its Subsidiaries outstanding as of the date hereof or permitted to be incurred hereunder, provid ed, however , that: (a) the Indebtedness wh ich is incurred will not exceed the aggregate principal amount of all Indebtedness which is so refinanced at such time, plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness which is so refinanced or the amount of any premium reasonably determined by the REIT or the relevant Subsidiary as necessary to accompli sh such refinan cing by means of a tender offer or privately negot iated agreement, plus the expenses of the REIT and the relevant Subsidiary incurred in connection with such refinancing; and (b) the Indebtedness which is incurred, the proceeds of which are used to refinance any of the Debentures or Indebtedness of the REIT or an y of its Subsidi aries which ranks equally and rateably with the Debe ntures or Indebtedness of the REIT or any of its Subsidi aries which is subordinate in right of payment to the Debentures, will only be permitted if, in the case of any refinancing of the Debentures or Indebtedness of the REIT or any of its Subsidiaries which ranks equally and rateably with the Debentures, the Indebtedness which is incurred is made equal and rateable to the Debentures , or subo rdinated to the Debentures and, in the case of any refinancing of the Indebtedness of the REIT or an y of its Subsi diaries which is subordinate to the Debentures, the Indebtedness which is incurred is made subordin ate to the Debe ntures at least to the same extent as is such Indebtedness which is being refinanced. “Petrol eum ” refers to the retail petroleum business carried on under the Canadian Tire Gas+ name and trademarks, in addition to the Petro-Canada and other branded gas stations owned by CTC. “Piggy-Back Distribution” has the meaning given to that term under section 10.3 entitled “Exchange Agreement – Regi stration Rights” of this AIF. “Piggy-Back Registration Right ” has the meaning given to that term under section 10.3 entitled “Exchange Agreement – Registration Rights” of this AIF. “Preferred Units ” means preferred units of the REIT that may be created in the future, and “Preferred Unit” means any one of them. “Properties” has the meaning given to that term under section 3.1 entitled “Overview of the Property Portfolio” of this AIF, and “Property” means any one of them. “Properties Under Development” means a Development Property or any portion of a Property with existing GLA undergoing the construction of additional buildings and/or substantial modifications.
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2025 Annual Information Form Page 77 “Property Management Agreement” means the property management agreement among the Partnership, CTC and CTREL entered into on October 23, 2013, as amend ed and restated as at Augu st 8, 2023, as further described under section 10.4 entitled “Commercial Agreements with CTC – Property Management Agreement” of this AIF. “Property Management Services ” has the meaning given to that term under section 10.4 entitled “Commercial Agreements with CTC – Property Management Agreement” of this AIF. “Proportionate Consolidation Adjustments” means accounting adjustments to reflect assets, liabilities, equity, revenues and expenses on a proportionate basis in place of the REIT’s use of equity accounting in accordance with GAAP with respect to real estate investments or interests in which the REIT participates. “Registered Debt Securities ” means Debt Securities which are registered as to principal and interest, and include, as the context requires, Global Debt Securities. “Registered Plans ” means, collectively, trusts governed by regi stered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit s haring plans, tax-free savings accounts and registered education savings plans. “Reimbursement Distribution Amount ” has the meaning given to that term under section 7.7 entitled “Distributions” of this AIF. “REIT Exception ” has the meaning given to that term under section 5.2.4 entitled “Legal and Regulatory Compliance Risk Factors – Tax-Related Risk Factors – Real Estate Investment Trust Status” of this AIF. “Related Party” means, with respect to any person, a person who is a “related party” as that term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as amended from time to time. “Retail Properties” means retail properties leased to CTC, Other CTC Banners and third-party retail tenants. “Retail segment” refers to CTC’s reportable Retail segment. “ROFO” means right of first offer. “ROFO Agreement” means the right of first offer agreement am ong the REIT, the Partnership and CTC entered into on October 23, 2013, as described under section 10.4 entitled “Commercial Agreements with CTC” of this AIF. “ROFR” means right of first refusal. “S&P” means S&P Global Ratings, a business unit of S&P Global Canada Corp. “Second Supplemental Indenture” means the indenture supplemental to the Trust Indenture dated June 9, 2015 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series B Debentures. “SEDAR+” means the System for Electronic Data Analysis and Retrieval+ at www.sedarplus.ca. “Selected Amount” has the meaning given to that term under section 11.1 entitled “Distribution Policy” of this AIF. “Series B Debentures” refers to $200 million 3.527% Series B Seni or Unsecured Debentures having a maturity date of June 9, 2025. “Series D Debentures” refers to $200 million 3.289% Series D Senior Unsecured Debentures having a maturity date of June 1, 2026.
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2 025 Annual Information Form Page 78 “Series E Debentures” refers to $175 million 3.469% Series E Seni or Unsecured Debentures having a maturity date of June 16, 2027. “Series F Debentures” refers to $200 million 3.865% Series F Senior Unsecured Debentures having a maturity date of December 7, 2027. “Series G Debentures” refers to $150 million 2.371% Series G Senior Unsecured Debentures having a maturity date of January 6, 2031. “Series H Debentures ” refers to $250 million 3.029% Series H Senior Unsecured Debentures having a maturity date of February 5, 2029. “Series I Debentures ” refers to $250 million 5.828% Series I Senior Unsecured Debentures having a maturity date of June 14, 2028. “Series J Debentures ” refers to $200 million 4.292% Series J Senior Unsecured Debentures having a maturity date of June 9, 2030. “Services” has the meaning given to that term under sect ion 10.4 entitled “Commercial Agreements with CTC – Services Agreement” of this AIF. “Services Agreement” means the services agreement among the REIT, the Partnership and CTC entered into on October 23, 2013, as amended and restated as at August 8, 2023, pursuant to which CTC or certain of its Subsidiaries provide the Services, as further described under section 10.4 entitled “Commercial Agreements with CTC – Services Agreement” of this AIF. “Seven th Supplemental Indenture ” means the indenture supplemental to the Trust Indenture dated January 6, 2021 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series G Debentures. “SIFT” has the meaning given to that term under section 5.2.4 entitled “Legal and Regulatory Compliance Risk Factors – Tax-Related Risk Factors – Real Estate Investment Trust Status” of this AIF. “SIFT Rules ” has the meaning given to that term under sect ion 5.2.4 entitled “Legal and Regulatory Compliance Risk Factors – Tax-Related Risk Factors – Real Estate Investment Trust Status” of this AIF. “Sixth Supplemental Indenture ” means the indenture supplemental to the Trust Indenture dated February 7, 2018 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series F Debentures. “Special Voting Units” means special voting units of the REIT issued in tandem with the issuance of Class B LP Units and, in certain limited circumstances, in connection with the Class C LP Units, and “Special Voting Unit” means any one of them. “SportChek” refers to the retail businesses carried on by FGL Sports Ltd. under the S portChek, Sports Experts, Atmosphere, Sports Rousseau, Hockey Experts and L'Entrepot du Hockey names and trademarks, unless the context requires otherwise. “Spread” means the amount equal to the five-year Government of Canada bond yield plus 200 basis points. “Subordinated Indebtedness ” means Indebtedness of the REIT (or it s successor): (i) that is expressly subordinate in right of payment to the Debt Securities and the obligations of the REIT and its Subsidiaries under its revolving credit facilities; and (ii) in connection with the issuance of which each Specified Rating Agency (as defined in the Trust Indenture) confirms in writing that its rating, if any, for the Debt Securities upon the issuance of the Indebtedness will be at least equal to the rating acco rded to the Debt Securities immediately prior to the issuance of the Indebtedness.
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2 025 Annual Information Form Page 79 “Subsequent Fixed Rate Period” means with respect to a series of the Class C LP Units, any five-year fixed rate period beginning immediately following the completion of t he Current Fixed Rate Period for each series and each five-year fixed rate period thereafter. “Subsequent Floating Rate Period ” means with respect to a series of the Class C LP Units, any five-year floating rate period beginning immediately following the completion of the Current Fixed Rate Period for each series and each five-year floating rate period thereafter. “Subsidiary” has the meaning given to that term in National Instrument 45-106 – Prospectus Exemptions, and “Subsidiaries” means any two or more of them. “Supple mental Indentures ” means an indenture supplemental to the Trust Indenture pursuant to which, among other things, a series of Debt Securities may be issued in accordance with the terms of the Trust Indenture, and includes, collectively, the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Su pplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and the Tenth Supplemental Indenture. “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder. “Tenth Supplemental Indenture” means the indenture supplemental to the Trust Indenture dated June 9, 2025 and filed with Canadian securities regulatory authorities in connection with the REIT’s issuance of the Series J Debentures. "Trust" means CT Real Estate Investment Trust and any successor of CT Real Estate Investment Trust; “T rust Indenture ” means the trust indenture dated June 9, 2015 bet ween CT Real Estate Investment Trust and BNY Trust Company of Canada, as supplemented by the Supplemental Indentures. “Trustees” means the trustees from time to time of the REIT, and “Trustee” means any one of them. “TSX” means the Toronto Stock Exchange. “Unencumbered Aggregate Adjusted Assets ” as at any date means the Aggregate Assets as at the relevant Calculation Reference Date (excluding any amount rela ting to assets that are encumbered), provided that the component amount thereof that would otherwise comprise the amount shown on a balance sheet as “investment properties” (or its equivalent) shall be instead calculated as the amount obtained by applying the Capitalization Factor as at such Calculation Reference Date to determine the fair value of the REIT’s assets that would comprise “investment properties” (excluding assets that are encumbered) using the valuation methodology described by the REIT in its then most recently published annual or interim financial statements or MD&A, applied consistently in accordance with past practice. “Unitholders” means holders of Units, and “Unitholder” means any one of them. “Units” means trust units in the capital of the REIT, other than Special Voting Units, and “Unit” means any one of them. “Voting Unitholders” means holders of Voting Units, and “Voting Unitholder” means any one of them. “V oting Units ” means the Units and the Special Voting Units, and “Voting Unit” means any one of them. “Western Canada ” means the provinces of British Columbia, Alberta, Saskatchewan and Manitoba, and the Northwest Territories and Yukon Territory.
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2 025 Annual Information Form Page I SCHEDULE A CT REAL ESTATE INVESTMENT TRUST AUDIT COMMITTEE MANDATE November 5, 2024 1. Purpose of the Committee The Boa rd of Trustees (the “Board”) of CT Real Esta te Investment Trust (“CT REIT” or the “REIT”) has establi shed the Audit Committee (the “Committee”) to assist the Board in fulfilling its oversight responsibilities with respect to: (i) the integrity of the financial statements of the REIT and related public disclosures; (ii) compliance with legal, regulatory and other requirements relating to the REIT's financial stat ements and pu blic disclosures; (iii) management's responsibility for assessing and reporting on the effectiveness of internal control over financial reporting and disclosure controls and procedures; (iv) the qualifications, independence, appointment and performance of the external auditors; (v) the performance of enterprise risk management and internal audit services (“IAS”) provided by Canadian Tire Corporation, Limited (“CTC”) pursuant to the amended and restated services agreement between CT REIT, CT REIT Limited Partnership and CTC dated August 8, 2023 as ma y be furthe r amended from time to time; (vi ) environmental, social and governance (“ESG”) related public disclosure, internal controls, procedures, and compliance. ESG-related matters include but are not limited to sustainability and climate-related risks, opportunities, metrics, and targets; and (vii ) such other matters as delegated by the Board. 2. Responsibilities of the Committee The Committee shall perform the functions customar ily performed by audit committees and any other function s delegated by the Board. These will include the following: (a) Financial Reporting Review and discuss with management and the external auditors: (i) major issues regarding the appropriateness of the REIT's accounting policies, principles, and financial statement presentation and disclosures and any significant changes; (ii) key estimates, judgments and reserves, including key changes and variations; (iii) the effect of regulatory and accounting developments on financial statement presentation and reporting; (iv) the annual and interim financial statements, ha ving regard for whether such statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”); (v) the annual and interim Management’s Discussion and Analysis (“MD&A”);
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2025 Annual Information Form Page II (vi) earnings press releases; (vii) whether taken together, the financial statement s and MD&A constitute a fair presentation of the REIT’s financial position and performance and if appropriate, recommend the financial statements, MD&A and earnings press release to the Board for approval; and (viii) the external auditors’ report on the annual finan cial statements and their review of the interim financial statements, as well as any issues raised and management’s responses. (b) Other Financial Information (i) review any other news releases and investor presentations containing previously undisclosed material financial information or forward-looking financial information, and report thereon to the Board. Where Board or Audit Committee review is im practical prior to release, authority to review and approve such news releases may be exercise d by the Chair of the Audit Committee and the Chair of the Board, acting together; (ii) review any material financial information, in cluding financial statements contained in any prospectus or other offering or publicly filed disclosure documents and report thereon to the Board; and (iii) review the Annual Information Form of the RE IT, and, if appropriate, recommend to the Board for approval. (c) Oversight of Internal Control over Financial Reporting and Disclosure Controls and Procedures (i) review regular reports from management, CT C's finance department and IAS, and the external auditors, in order to be satisfied that the REIT has designed and maintains an effective system of internal controls over financial reporting (“ICF R”) that provides reaso nable assurance over the reliability of financial reporting, with such reports to include any indication of fraud and any corresponding corrective activity undertaken; (ii) review regular reports from management, CT C's finance department and IAS, and the external auditors, in order to be satisfied that the REIT has designed and maintains an effective system of disclosure controls and procedures (“DC&P”) that provides reasonable assurance that information required to be disclosed by the REIT is recorded, processed, summarized and reported appropriately; (iii) review and discuss with the Chief Executive Of ficer and the Chief Financial Officer the process for the certifications to be provid ed in the REIT’s public disclosure documents and the basis for the Chief Executive Officer and Chief Financial Officer’s conclusions; and (iv) annually assess that adequate procedures are in place for the review of the disclosure of financial information extracted or derived from the REIT's financial statements to ensure that such information is fairly presented. (d) Other Financial Matters (i) prior to the declaration of any distributions, ga in reasonable assurance that there are not reasonable grounds for believing that the REIT is or, after t he payment of such distributions, would be unable to pay its liabilities as they become due, and that t he realizable value of the REIT's assets would thereby be less than the aggregate of its liabilities and its stated capital of all classes, and confirm to the Board that it has gained such assurance before such distributions are declared; and (ii) gain reasonable assurance that the REIT is able to repurchase, redeem or otherwise acquire or distribute securities and confirm to the Board that it has gained such assurance before such repurchase, redemption, acquisition or distribution is completed.
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2025 Annual Information Form Page III (e) Oversight of Risk Management Enterprise Risk (i) oversee the REIT’s enterprise risk management processes for identifying, assessing, managing and, where required, reporting on key and emerging risk exposures; (ii) review and recommend to the Board for approval the REIT’s Enterprise Risk Management Policy, including the Enterprise Risk Management Framework, Risk Appetite Statements and key risks; Key Risks (iii) review enterprise risk management reports and discuss with the Chief Financial Officer and other management all key enterprise risk exposures includi ng emerging risks (with the exception of risks for which the Investment Committee and Gove rnance, Compensation and Nominating Committee (“GCN Committee”) have been delegated responsib ility by the Board) and the steps management has taken to monitor, control and manage those exposures; (iv) at least quarterly, report to the Board on t he key risk exposures and any major issues arising from the management of these risks; Financial and Credit Risk (v) review and discuss the REITs significant financ ial and credit risk exposures and the steps that management has taken to monitor, control and report such risks; Cyber and Information Security Risk (vi) review and discuss the REIT's cyber, information security and data protection risk exposures and the steps that management has taken to monitor, control and report such risks; Other Risk Reports (vii) review and discuss the REIT’s legal risk ex posures and the steps that management has taken to monitor, control and report such risks; (viii) review other reports from management in connection with any other risk related matters or policies, oversight of which has been delegated to the Committee; Changes to Risk Policies (ix) review and recommend to the Board for appro val proposed changes to all risk-related Board policies, oversight of which has been delegated to the Committee, including the Financial Risk Management Board Policy and the Legal Risk Management Board Policy; Ethical Business Conduct (x) review regular reporting from management pursuant to the Ethical Business Conduct Policy (including with respect to the Code of Conduc t), including an annual review of the process for monitoring compliance with and communication of the Code of Conduct to the REIT’s employees and trustees and gain reasonable assurance that such process is operating effectively; (xi) review and recommend to the Board for approval proposed changes to the Ethical Business Conduct Policy and Code of Conduct;
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2025 Annual Information Form Page IV (xii) consider, and if appropriate, grant waivers of co mpliance with respect to the Code of Conduct for the benefit of any senior executive at the level of Senior Vice-President and above; (xiii) periodically monitor the REIT’s procedures for (A) the confidential receipt, retention and treatment of complaints received by the REIT with respect to t he REIT’s accounting, internal accounting controls, or auditing matters, and (B) the confidential, anonym ous submission by employees of the REIT of concerns regarding questionable accounting or auditing matters, and require that all such matters be reported to the Committee together with a description of the resolution of the complaints or concerns; and Insurance (xiv) review the adequacy of insurance coverages maintained by the REIT and approve new insurance coverage and renewals thereof, as applicable. (f) Legal Matters, including Tax and Litigation (i) quarterly review with management any litigation ma tters, claims or other contingencies, including tax assessments, that could have a material effect upon the financial position or operating results of the REIT, and the manner in which these matters have been disclosed in the financial statements; (ii) discuss with the General Counsel any issues wi th the REIT’s compliance with laws and regulations having a material impact on the REIT’s financial statements and financial condition; (iii) review with management inquiries received fr om regulators or governmental agencies or published reports that raise issues regar ding the REIT’s financial statem ents, continuous disclosure or accounting policies; (iv) review with management the status of materi al tax matters for the REIT and its subsidiaries; (v) receive an annual confirmation from the General Co unsel with respect to the filing of all material corporate and securities filings required to be made by the REIT and its subsidiaries; and (vi) receive an annual confirmation from the Chief Fi nancial Officer (A) with respect to the filing of material income and sales tax returns by the REIT and its subsidiaries and the payment of amounts owing in a timely manner and (B) that withheld employee source deductions have been remitted in a timely manner by the REIT and its subsidiaries. (g) ESG Matters (i) review regular reporting from management on the REIT's progress towards achieving publicly disclosed ESG-related targets, goals and commitments; (ii) review and recommend to the Board for approv al ESG-related public disclosure, including, but not limited to, the REIT's annual ESG report and any other ESG-related targets, goals and commitments; (iii) monitor controls and procedures relating to ES G-related public disclosure, including for setting and monitoring progress against any targets set by the REIT, by receiving reports from management and IAS; (iv) monitor emerging trends and regulatory matters with respect to environmental sustainability, including the REIT's performance against relevant external indices and benchmarks, and the REIT's compliance with applicable ESG regulations; and
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2025 Annual Information Form Page V (v) oversee and manage ESG-related risks, including ma nagement's progress in identifying, assessing, prioritizing, monitoring and otherwise managi ng sustainability and climate-related risks and opportunities. (h) External Auditors (i) recommend to the Board the nomination of the external auditors; (ii) approve the terms of engagement of the external auditors and, subject to the approval of the unitholders authorizing the Board to do so, reco mmend to the Board for approval the remuneration to be paid by the REIT to the external auditors with respect to the conduct of the annual audit; (iii) if necessary, recommend the removal by the uni tholders of the current external auditors and replacement with new external auditors; (iv) conduct a comprehensive review of the perfor mance of the external auditors annually, or more frequently as required, based on the assessment process approved by the Committee; (v) receive a letter annually from the external audito rs with respect to their independence, such letter to include disclosure of all engagements (and fees related thereto) for non-audit services by the REIT; (vi) establish and maintain a policy with respect to the hiring of partners, employees and former partners and employees of the current and former external auditors; (vii) review material written communications between the external auditors and management (including management representation letters); (viii) as required, review the timing and the process for implementing the rotation of the lead audit partner and any other audit engagement team partner and confirm their selection; (ix) review and, if appropriate, approve the external auditors’ audit plan, including the scope of the audit, the areas of special emphasis to be addressed in the audit, the extent to which the external audit can be coordinated with IAS’ activities and the materiality levels which the external auditors propose to employ; (x) meet regularly with the external auditors in the absence of management to discuss any restrictions that may have been placed on the scope and extent of the audit examinations by the external auditors or the reporting of their findings to the Committee; (xi) establish effective communication processes wi th management and the external auditors to assist the Committee to monitor objectively the quality and effectiveness of the relationship among the external auditors, management and the Committee; (xii) oversee the work of the external auditors, including the resolution of disagreements between management and the external auditors with respect to financial reporting through direct reporting by the external auditors to the Committee; and (xiii) receive, at least annually, an oral and/or writt en report from the external auditors describing their internal quality assurance policies and procedures as well as any material issues raised in the most recent internal quality assuranc e reviews, quality reviews conducted by the Canadian Public Accountability Board, or any inquiry or investig ation conducted by gove rnment or regulatory authorities.
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2025 Annual Information Form Page VI (i) Internal Audit Services (i) review and approve the mandate, reporting rela tionship and resources of IAS to determine its independence and that it has sufficient resources and qualified personnel to carry out its mandate; (ii) confirm with the head of IAS that he or she is aware of his or her obligation to report directly to the Committee on matters affecting the Committee's duties , irrespective of his or her other reporting relationships; (iii) review and approve the annual plan of IAS, includi ng the planned scope of its activities, objectives, budget and resources to meet those objectives; (iv) review IAS’ reports with respect to those cont rols that mitigate strategi c, financial, operational and ESG risks and any other matters appropriate to the Committee's duties and, where appropriate, review the adequacy and appropriateness of managem ent's response, including the implementation thereof; and (v) meet regularly with the head of IAS in the abs ence of management and the external auditors to understand, inter alia , any restrictions that may have been pl aced on them or other difficulties encountered in the course of their work including inst ructions on the scope of their work and access to requested information and the level of co- operation received from management during the performance of their work. (j) Other Key Responsibilities (i) receive regular updates from the Chief Financial Officer with respect to securityholder engagement activities and key investor trends and developments; (ii) overseeing and approving plans, if any, for Board and unitholder engagement; (iii) review annually the discreti onary expenses of the Chair of the Board and the Chief Executive Officer for the purpose of gaining assurance as to the app ropriateness of such expenses and the presence of any unusual items; (iv) review with CTC, as the REIT's service provi de, the adequacy of services provided by CTC in those business areas or functions supporting the REIT 's financial reporting and disclosure obligations, enterprise risk management program, legislative an d regulatory compliance and other areas which fall within this Mandate or are otherwise delegated to the Committee by the Board; (v) periodically review and, where appropriate, recommend to the Board the approval changes to other policies of which oversight has been delegated to the Committee, including the Financial Reporting Board Policy; (vi) after consultation with the Chief Financial Officer and the external auditors, gain reasonable assurance, at least annually, of the quality and su fficiency of the REIT's accounting and financial personnel and other resources, including consultants and systems; (vii) review, in advance, the appointment of the REIT's Chief Financial Officer; (viii) in consultation with management and the external auditors, schedule continuing education opportunities related to the Committee's responsibilities; (ix) annually review and approve a report of the Co mmittee's activities for inclusion in the REIT's management information circular; and (x) perform such other responsibilities and duties t hat are delegated by the Board to the Committee.
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2025 Annual Information Form Page VII 3. Pre-Approval of Non-Audit Services The Committee has established the following procedures with respect to non-audit services: (a) Management shall bring to the attention of the Committee Chair all requests for non-audit services to be performed by the external auditors for the REIT and its subsidiaries before such work is commenced. The Committee Chair is authorized to approve all such r equests, but if any such service exceeds or is expected to exceed $100,000 in fees, or the service is of a sensitive or unusual nature, the Committee Chair shall consult with the Committee before approvin g the service. In addition to consulting with the Committee, if any such service exceeds or is expect ed to exceed $100,000 in fees, the Committee Chair shall also consult with the Chair of the CTC's Audit Committee before approving such service. The Committee Chair has the res ponsibility to inform the Committee of a ll pre-approved servic es at its next meeting. (b) The Committee Chair shall approve all engagements for accounting and tax advice proposed to be provided by an audit firm other than the external auditors before work under such engagements is commenced, provided however, if the services under any such engagements exceed or are expected to exceed $30,000 in fees, or the engagement is of a sensitive or unusual nature, the Committee Chair shall consult with the Committee before approving the engagement. The Committee Chair has the responsibility to inform the Committee of all pre-approved engagements at its next meeting. 4. Composition of the Committee (a) The Committee shall be comprised of at least three trustees, a majority of whom shall be residents of Canada, and each of whom shall be an independent trustee as provided under the applicable requirements of the securities regulatory authoriti es as adopted or amended and in force from time to time. Trustees who are employees of the REIT may not serve as members of the Committee. (b) One of the Committee members shall be designat ed by the GCN Committee as the Committee Chair. 5. Member Qualifications All members of the Committee shall be financially literate which requires that all Committee members have the ability to read and understand a set of financ ial statements that pres ent a breadth and level of complexity of accounting issues that are generally comp arable to the breadth and complexity of the issues that can reasonably be expected to be raised by the REIT's financial statements. 6. Member Appointment, Removal and Vacancy Committee members shall be appointed annually by the Board on the recommendation of the GCN Committee and from time to time thereafter to fill vacancies on the Committee. A Committee member may be removed or replaced at any time at the discretion of the Board. If a vacancy exists on the Committee, the remaining members may exercise all powers so long as a quorum remains in office. 7. Operating Procedures (a) The Committee shall meet four times annually and as many additional times as necessary to carry out its duties effectively. Unscheduled Committee meetings shall be held at the call of the Committee Chair, any Committee member or the external auditors by giving the requisite notice in acco rdance with the REIT’s amended and restated declaration of trust dated Oct ober 22, 2013, as further amended and restated as of April 5, 2020, and as may be further amended or restat ed from time to time. A majority of the members of the Committee shall form a quorum. (b) The powers of the Committee may be exercised at a meeting at which a quorum of the Committee is present in person or by telephone or other electronic means or by a resolution signed by all members entitled to vote on that resolution at a meeting of the Committee. Each Committee member (including the Committee Chair) is entitled to one vote in Committee proceedings and decisions of the Committee will be
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2025 Annual Information Form Page VIII made by an affirmative vote of the majority. For gr eater certainty, the Committee Chair does not have a second or casting vote. (c) The Committee Chair and the Chief Financial Office r shall develop the agenda for all meetings of the Committee as well as an annual work plan that are res ponsive to the Committee’s responsibilities as set out in this Mandate as well as the Committee's area s of focus, all in consultation with Committee members, management and the external auditors, as appropriate. (d) Unless the Committee otherwise specifies, the Corpor ate Secretary (or his or her designate) shall act as secretary of the meetings of the Committee, and minutes shall be kept for each Committee meeting. (e) The Committee Chair shall conduct all meetings of the Committee at which he or she is present. In the absence of the Committee Chair, the Committee members shall appoint an acting Chair for the applicable meeting(s). (f) At each regularly scheduled meeting of the Co mmittee, the members of the Committee shall meet in camera with the external auditors; with IAS, with management, and with the Committee members only. (g) The Committee Chair may invite any officer or em ployee of the REIT or any other person to attend any Committee meetings to participate in the discussi on and review of the matters considered by the Committee. (h) A copy of the minutes of each meeting of t he Committee shall be made available to each trustee. 8. Reporting to the Board The deliberations, decisions and recommendations of t he Committee, including with respect to the most significant matters discussed by the Committee, shall be reported to the Board at the Board’s next regular meeting. 9. Evaluation and Assessment of this Mandate, the Committee and its Compliance with this Mandate (a) At least every three years, t he Committee shall review and assess t he appropriateness of this Mandate taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock ex changes with whom the REIT has a reporting relationship and, if appropriate, recommend changes to the Mandate to the Board for its approval, except for minor technical amendments to this Mandate, authority for which is delegated to the Corporate Secretary, who will report any such amendments to the Committee and the Board at their next regular meetings. (b) The performance of the Committee shall be evaluated at least every two years in accordance with the evaluation process developed and approved by the GC N Committee, and the results of such evaluation shall be reviewed by the Committee. (c) The Committee shall develop and recommend to the GCN Committee a position description for the Committee Chair. At least every three years, t he Committee shall review and update as necessary the Committee Chair’s position description and recommend any changes thereto to the GCN Committee for its approval. 10. Advisors The Committee shall have the authority to retain, at the expense of the REIT, outside counsel and other advisors as it deems necessary.
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2025 Annual Information Form Page IX 11. Responsibilities Nothing in this Mandate is intended to expand applic able standards of liability under statutory regulatory requirements for the Trustees or the members of the Committee nor to assign to the Committee the Board’s responsibility regarding the REIT’s compliance with applicable laws or regulations. It is not the duty of the REIT to plan or conduct audits, or to determine that the REIT’s financial statements are complete and accurate and are in accordance with IFRS. Such matters are the responsibility of management and the external auditors, as applicable. Members of the Committee are entitled to rely, in good faith, absent knowledge to the contrary, upon: (i) the integrity of the persons and organizations from whom they receive information; and (ii) the accuracy and completeness of the information provided. “Good faith reliance” means that the Committee member has considered the relevant issues, questioned the information provided and assumptions used, and assessed whether the analysis provided by management and/or an expert is reasonable.
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2 025 Annual Information Form Page X SCHEDULE B List of Prope rties Summary (in square feet) Canadian Tire Stores Canadian Tire Office 1 Other CTC Banners Other 2 Canadian Tire Industrial Properties Total Single-Tenant Properties 18,474,003 - - 216,304 - 18,690,307 Properties Anchored by a Canadian Tire Store with Additional Third- Party Tenants 5,676,316 - 484,637 1,522,745 - 7,683,698 Properties with Third- Party Tenants not Anchored by a Canadian Tire Store 29,173 3 - 195,517 553,126 - 777,816 Industrial Properties - - - 200,915 4,356,717 4,557,632 Total 24,179,492 - 680,154 2,493,090 4,356,717 31,709,453 1 Property has been transferred to Properties Under Development. 2 Includes third-party tenant GLA and vacant GLA. 3 Represents a Canadian Tire automotive service centre that is part of a Property with other third-party tenants. Single -Tenant Properties Property Year Built Year Last Renov ated 3 Canadian Tire GLA (Sq. ft.) Third-Party GLA (Sq. Ft.) Year of Expiry of Lease British Columbia 2000 Columbia Avenue, Castlegar 1995 2015 67,585 - 2027 11628 8th Street, Dawson Creek 2000 2014 56,586 - 2031 21 Station St, Duncan 1960 N/A - 7,088 2029 1791 9th Avenue, Fernie 2006 2010 51,049 - 2030 480 Sarah Road, Invermere 2012 2023 61,685 - 2033 1441 Hillside Drive, Kamloops 1982 2015 61,042 - 2030 944 8th Street, Kamloops 1 1982 2013 24,338 - 2029 2479 Highway 97 North, Kelowna 2 2025 2025 172,059 - 2044 6312 200th Street, Langley 1991 2012 88,266 - 2027 22410 Lougheed Hwy, Maple Ridge 1910 N/A - 7,766 2034 2761 Forksdale Avenue, Merritt 2004 2017 44,575 - 2028 32545 London Avenue, Mission 2003 2019 40,621 - 2028 960 Railway Street, Penticton 1997 2015 64,092 - 2035 5008 Domano Boulevard, Prince George 1 2003 2019 96,197 - 2027 570 Newman Road, Quesnel 1999 2017 30,365 - 2029 4380 Sunshine Coast Highway, Sechelt 2002 2011 37,082 - 2031 3221 Highway 16, Smithers 2000 2016 38,835 - 2028 1851 Mamquam Road, Squamish 2001 2025 35,099 - 2031 5100 Yellowhead Highway, Terrace 1997 2010 64,164 - 2027 8238 Highway 3B, Trail 2005 2017 49,121 - 2029 855 Langford Parkway, Victoria 1998 2012 67,687 - 2032 British Columbia Sub-Total 1,150,448 14,854
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2 025 Annual Information Form Page XI Alberta 202 Veteran's Blvd NE, Airdrie 2007 2012 104,275 - 2038 2913 48th Avenue, Athabasca 2008 2017 43,456 - 2027 98 Banff Avenue, Banff 2 1990-1999 N/A - 13,507 2026 404 Cassils Road W, Brooks 2007 2021 45,977 - 2027 40 Hunterhorn Drive NE, Calgary 2019 2019 - 47,073 2033 5200 Richmond Road SW, Calgary 1 1978 2010 72,996 - 2030 250 Shawville Way SE, Calgary 1 1997 2023 89,129 - 2033 16-6601 48th Avenue, Camrose 1982 2025 65,198 - 2027 1110 Gateway Avenue, Canmore 2011 2024 50,000 - 2031 5201 Power Centre Blvd, Drayton Valley 2005 2022 46,263 - 2028 100 650 South Railway Avenue E, Drumheller 1999 2012 31,183 - 2034 6150 28 Avenue NW, Edmonton 1992 N/A - 8,053 2026 9903 82 Avenue NW, Edmonton 1950-1959 N/A - 6,038 2026 3924 118 Avenue NW, Edmonton 1950-1959 N/A - 6,601 #N/A 9603 162 Avenue, Edmonton 2002 2010 64,786 - 2027 2110 101 Street NW, Edmonton 2 2015 2023 198,027 - 2035 9909 178 Street, Edmonton 1998 2009 94,106 - 2029 6014 Currents Drive NW, Edmonton 2 2010 2015 99,550 - 2029 11839 Kingsway Avenue NW, Edmonton 1 1999 2022 77,022 - 2027 5919 - 2nd Avenue, Edson 1 2014 N/A 39,481 - 2031 11702-101 Avenue, Grande Prairie 2019 2019 150,774 - 2034 9933 100 Avenue, Grande Prairie 1980-1989 N/A - 13,358 2026 1 Gateway Boulevard, High Level 2012 N/A 28,676 - 2030 868 Carmichael Lane, Hinton 1996 2023 36,016 - 2030 5402 Discovery Way, Leduc 2006 2017 115,587 - 2033 4104 80th Avenue, Lloydminster 2022 2022 132,989 - 2042 1971 Strachan Road SE, Medicine Hat 2008 2024 115,949 - 2033 606 2 St SE, Medicine Hat 1956 N/A - 10,415 2031 600-6900 46th Street, Olds 2007 2015 67,535 - 2031 2510 Gaetz Avenue, Red Deer 1992 2022 84,755 - 2029 5440 46th Street, Rocky Mountain House 2005 2017 47,247 - 2027 3000 Emerald Drive, Sherwood Park 2019 2019 122,065 - 2034 101-1500 Main Street SW, Slave Lake 2005 2021 45,995 - 2031 38 Mcleod Avenue, Spruce Grove 1992 2025 95,909 - 2027 40 Bellerose Drive, St. Albert 1 1995 2012 101,034 - 2027 6607 50th Avenue, Stettler 2009 N/A 28,783 - 2037 109 Pine Road, Strathmore 2004 2017 39,721 - 2030 200-62 Thevenaz Industrial Trail, Sylvan Lake 2011 2025 59,143 - 2027 6623 Highway 16A W, Vegreville 2008 2017 52,734 - 2030 2801 13th Avenue, Wainwright 2007 2015 45,804 - 2030
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2025 Annual Information Form Page XII 3851 56 Street, Wetaskiwin 2006 2015 53,639 - 2034 Alberta Sub-Total 2,545,804 105,045 Saskatchewan 200 King Street, Estevan 1999 2010 38,931 - 2033 2302 8th Avenue, Humboldt 2009 N/A 28,677 - 2033 300 Stonegate Road, Melfort 2010 N/A 28,622 - 2031 11802 Railway Ave E, North Battleford 1979 2012 38,223 - 2034 655 Albert Street, Regina 1 1996 2012 100,480 - 2032 2325 Prince of Wales Drive, Regina 2006 2014 98,583 - 2032 1731 Preston Avenue N, Saskatoon 2 2002 2015 88,587 - 2030 1240 Sims Avenue, Weyburn 2004 2022 39,659 - 2032 Saskatchewan Sub-Total 461,762 - Manitoba 170 Provincial Trunk, Flin Flon 2003 2013 38,620 - 2027 2445 Saskatchewan Avenue W, Portage La Prairie 1999 2010 38,162 - 2028 131 PTH 12 N, Steinbach 1995 2010 58,537 - 2031 1188 Pembina Hwy, Winnipeg 1955 N/A - 5,326 2029 3615 Portage Avenue, Winnipeg 2001 2024 72,051 - 2028 1519 Regent Avenue W, Winnipeg 1986 2009 134,351 - 2044 Manitoba Sub-Total 341,721 5,326 Northwest Territories 328 Old Airport Road, Yellowknife 2001 2024 65,054 - 2027 Western Canada Sub-Total 4,564,789 125,225 Ontario 400 Main Street S, Alexandria 1984 2013 17,368 - 2029 605 John Street, Aylmer 1999 2015 30,376 - 2031 380 Sandwich Street S, Amherstburg 1995 2022 44,261 - 2029 341 Hastings Street N, Bancroft 1994 2010 48,779 - 2029 101 Bell Boulevard, Belleville 1 1977 2018 86,756 - 2031 2000 Green Road, Bowmanville 2011 2022 125,981 - 2038 450 Muskoka Road, Bracebridge 1992 2014 51,344 - 2032 2850 Queen Street E, Brampton 2000 2019 91,394 - 2034 10 Great Lakes Drive, Brampton 1999 2022 100,395 - 2033 10031 McLaughlin Road, Brampton 1 2004 2025 96,660 - 2039 2360 Parkedale Avenue, Brockville 1995 2019 70,380 - 2033 2070 Appleby Line, Burlington 1999 2012 63,899 - 2039 65 Pinebush Road, Cambridge 2007 2025 129,914 - 2033 130 Grand Road, Campbellford 1998 2013 28,410 - 2041 485 McNeeley Avenue, Carleton Place 1999 2010 48,417 - 2031 95 LaFleche Boulevard, Casselman 2001 2023 65,440 - 2036 3595 Highway 144, Chelmsford 1 1993 2021 70,816 - 2029 201 Highway 11 W, Cochrane 1 2008 2021 35,113 - 2031 201 9th Street E, Cornwall 1 1996 2020 88,522 - 2029
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2025 Annual Information Form Page XIII 33277A Highway 17 W, Deep River 1 2008 N/A 36,497 - 2031 1002 Broad Street, Dunnville 1 2003 2011 38,876 - 2031 50 Hillside Drive S, Elliot Lake 1 1978 2011 20,561 - 2029 1608 The Queensway, Etobicoke 1 2002 2011 100,621 - 2033 175 Vetiver Drive, Etobicoke 2 2023 N/A 125,468 - 2043 100 Thames Road E, Exeter 1999 2016 30,623 - 2032 160 Lindsay Street, Fenelon Falls 1992 2012 18,864 - 2028 240 Garrison Road, Fort Erie 1997 2010 36,781 - 2028 703-705 King Street East, Gananoque 1 2000 2024 28,930 - 2030 35430 Huron Road, Goderich 1 1997 2022 53,877 - 2041 128 Courthouse Square, Goderich 1967 N/A - 6,052 2029 127 Stone Road W, Guelph 2 2001 2012 84,228 - 2030 10 Woodlawn Road, Guelph 1 1996 2020 52,847 - 2034 304 Main Street E, Hamilton 1 1956 2013 18,598 - 2029 5206 Highway 69 N, Hanmer 1 2006 2010 52,982 - 2029 896 10th Street, Hanover 1 1998 2016 43,317 - 2031 1525 Cameron St., Hawkesbury 1994 2025 65,848 - 2030 1330 Front Street, Hearst 1 2008 N/A 36,497 - 2031 77 King William Street, Huntsville 1992 2019 71,314 - 2033 1455 Innisfil Beach Road, Innisfil 1 2016 2024 48,618 - 2031 8181 Campeau Drive, Kanata 1996 2012 119,023 - 2039 311 Ryan's Well Drive, Kemptville 2011 2014 67,696 - 2032 1229 Highway 17 E, Kenora 1 2005 2021 59,471 - 2036 24270 Woodbine Avenue, Keswick 1 1997 2011 59,125 - 2029 811 Durham Street, Kincardine 2000 2020 59,583 - 2032 151 Bath Road, Kingston 2 2025 2025 110,308 - 2044 2560 Princess Street, Kingston 1 1990 2018 119,791 - 2034 1040 Division Street, Kingston 2008 2022 77,762 - 2037 377 Kent Street W, Lindsay 1 1981 2023 104,362 - 2028 1875 Hyde Park Road, London 1 2006 2009 97,710 - 2036 3 Peninsula Road, Marathon 1999 2017 31,934 - 2031 86 Main St N, Markham 1954 N/A - 6,477 2029 7650 Markham Road, Markham 1 2003 2019 88,897 - 2028 9303 Highway 93 S, Midland 1 1996 2022 111,095 - 2032 1210 Steeles Avenue E, Milton 2004 2012 89,581 - 2035 92 Water Street, Minden 1 2012 2012 28,833 - 2034 3050 Mavis Road, Mississauga 1 2001 2016 91,525 - 2030 5970 Mavis Road, Mississauga 1 2000 2023 99,333 - 2033 12329 County Road 2, Morrisburg 2001 2010 30,974 - 2029 101 Mount Forest Drive, Mount Forest 2019 2019 33,609 - 2034 476 Centre Street North, Napanee ¹ 1978 2023 62,596 - 2035 1820 Merivale Road, Nepean 1998 2014 107,222 - 2032 2501 Greenbank Road, Nepean 1 2000 2013 84,679 - 2038 997431 Highway 11, New Liskeard 1997 2018 51,564 - 2031 1100 Kerr Street, Oakville 1 2009 2024 99,074 - 2030 2510 Hyde Park Gate, Oakville 2 1999 2019 88,386 - 2031 99 First Street, Orangeville 1997 2013 69,910 - 2041 3910 Innes Road, Orleans 2008 2018 119,753 - 2038 1333 Wilson Road N, Oshawa 1 1981 2014 88,650 - 2034
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2025 Annual Information Form Page XIV 330 Coventry Road, Ottawa 2000 2011 95,571 - 2031 2010 Ogilvie Road, Ottawa 1 1982 2023 75,146 - 2032 1104 Pembroke Street E, Pembroke 2003 2010 91,157 - 2028 1050 Chemong Road, Peterborough 1 2003 2025 92,059 - 2036 1735 Pickering Parkway, Pickering 1 1999 2013 89,858 - 2028 13321 Loyalist Parkway, Picton 1986 2018 34,850 - 2033 14325 Simcoe Street, Port Perry 2004 2010 45,152 - 2031 140 Prescott Centre Drive, Prescott 2002 2012 37,731 - 2030 9040 County Road 17, Rockland 1 2004 2023 51,829 - 2028 10 Ferrara Drive, Smiths Falls 1 1995 2020 56,712 - 2032 431 Louth Street, St. Catharines 2000 2021 89,347 - 2029 25 - 1063 Talbot Street, St. Thomas 1 2002 2018 76,774 - 2031 1093 Ontario Street, Stratford 1 1974 2012 97,908 - 2029 24614 Adelaide Road, Strathroy 2005 2022 67,834 - 2033 12011 Highway 17 E, Sturgeon Falls 2000 2015 36,384 - 2029 8081 Dufferin Street, Thornhill 2002 2016 70,301 - 2031 1195 Arthur St W, Thunder Bay 2019 2019 - 3,516 2029 939 Fort William Road, Thunder Bay 1 2001 2024 97,595 - 2032 37 Mill Street, Tilbury 1976 2012 11,904 - 2026 2199 Riverside Drive, Timmins 1 2007 2023 97,532 - 2029 289 Dundas Street East, Trenton 1 1995 2012 69,799 - 2036 327 Toronto Street S, Uxbridge 1 1995 2011 56,875 - 2027 3200 Rutherford Road, Vaughan 1 2001 2016 92,602 - 2030 74 McNaughton Avenue, Wallaceburg 2001 2016 30,963 - 2030 3 King St S, Waterloo 1914 N/A - 8,187 2034 400 Weber Street N, Waterloo 1 1997 2013 99,394 - 2030 158 Primeway Drive, Welland 2008 2022 186,838 - 2044 155 Consumers Drive, Whitby 1998 2023 72,095 - 2030 4100 Garden Street, Whitby 1 2000 2022 84,156 - 2034 8505 Tecumseh Road E, Windsor 1 1998 2015 94,432 - 2029 4150 Walker Road, Windsor 2004 2021 90,452 - 2029 3850 #7 Highway, Woodbridge 1997 2021 109,630 - 2030 465 Norwich Avenue, Woodstock 1 2003 2021 90,051 - 2029 Ontario Sub-Total 6,904,949 24,232 Quebec 50 Avenue St. Luc, Alma 1974 2021 47,245 - 2031 281 Route 111 Est, Amos 1 2018 N/A 48,793 - 2033 650 Rue de Parfondeval, Baie-Comeau 2006 2015 47,284 - 2031 705 Rue Clemenceau, Beauport 1998 2019 89,841 - 2038 500 Boulevard de la Seigneurie, Blainville 2001 2019 64,911 - 2029 1055 Boulevard de Montarville, Boucherville 1995 2023 92,802 - 2034 170 Avenue Lépine, Buckingham 2006 2020 85,638 - 2030 3400 Boulevard Fréchette, Chambly 2014 2023 69,592 - 2035 140 Boulevard d'Anjou, Châteauguay 2000 2016 85,548 - 2031 1257 Boulevard Talbot, Chicoutimi 1971 2022 77,877 - 2031 145 Rue de Salaberry, Cowansville 2006 2014 64,928 - 2040 65 Route 132, Delson 1996 2024 81,530 - 2031 1751 Boulevard Vézina, Dolbeau-Mistassini 2008 2024 45,951 - 2029
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2025 Annual Information Form Page XV 223 Route 138, Donnacona 2000 2025 61,737 - 2043 715 Boulevard St-Joseph, Drummondville 1 1997 2023 153,444 - 2035 355 Boulevard de la Carrière, Gatineau 1 1996 2024 100,724 - 2030 4909 Boulevard Taschereau, Greenfield Park 1 1974 2014 94,703 - 2032 2290 Boulevard René-Lévesque, Jonquière 2000 2023 64,566 - 2031 16821 Route Transcanadienne, Kirkland 1 1995 2024 167,259 - 2036 2300 Rue Bagot, La Baie 2005 2016 39,540 - 2031 91 21e Rue E, La Sarre 1 1982 2016 38,847 - 2031 3642 Rue Laval, Lac-Mégantic 2000 2011 27,868 - 2029 500 Autoroute Chomedey, Laval 1998 2023 70,027 - 2030 1450 Boulevard Le Corbusier, Laval 1 2000 2023 99,349 - 2030 544 Boulevard Curé-Labelle, Laval 2001 2014 64,744 - 2029 100 Route du Président-Kennedy, Lévis 2001 2011 76,780 - 2031 600 Boulevard de la Concorde, Lévis 2006 2019 88,964 - 2033 2211 Boulevard Roland-Therrien, Longueuil 1997 2021 91,376 - 2029 2135 Rue Sherbrooke, Magog 1 2000 2023 75,271 - 2033 250 Boulevard Desjardins, Maniwaki 1984 2017 27,131 - 2032 145 Rue Piuze, Matane 1 2013 2013 53,297 - 2034 1675 Boulevard Albiny-Paquette, Mont-Laurier 2010 2024 36,913 - 2030 488 Avenue Saint-David, Montmagny 1997 2022 41,829 - 2030 845 Rue de Saint Jovite, Mont-Tremblant 1904 N/A - 5,197 2029 2221 Angrignon Boulevard, Montréal 1999 2019 88,382 - 2030 2225 Boulevard Crémazie, Montréal 1 2001 2020 90,705 - 2032 9050 Boulevard De l'Acadie, Montréal 2004 2015 89,287 - 2030 7555 Boulevard Maurice-Duplessis, Montréal 2001 2022 54,184 - 2031 7200 Boulevard Sainte-Anne-de-Bellevue, Montréal 2001 2025 73,044 - 2031 7355 Rue Sherbrooke Quest, Montréal 1950-1959 N/A - 5,460 2026 1554 Ave Van Horne, Outremont 1975 N/A - 9,003 2034 49 Boulevard Gérard-D.-Lévesque, Paspébiac 1999 2013 31,334 - 2031 4500 Rue Armand-Viau, Québec City 1 1997 2019 88,372 - 2031 5500 Boulevard des Gradins, Québec City 2002 2022 88,065 - 2033 630 Wilfrid-Hamel Boulevard, Québec City ¹ 1974 2011 125,127 - 2035 1056 Boulevard Olivier-Vien, Roberval 1989 2010 24,692 - 2031 10 Boulevard Bouthillier, Rosemère 2001 2019 103,463 - 2030 245 Boulevard Rideau, Rouyn-Noranda 1 2006 2020 77,543 - 2034 900 Boulevard Claude-Jutras, Saint-Bruno-de- Montarville 2000 2024 91,016 - 2030 500 107e Rue, Saint-Georges 1997 2019 58,867 - 2030 3525-3535 Boul. Laframboise, Saint-Hyacinthe 1 N/A N/A - - 2033 5930 Rue Martineau, Saint-Hyacinthe 1996 2025 92,062 - 2030 170 Rue Richelieu, Saint-Jean-sur-Richelieu 1962 N/A - 10,367 2026 991 Boulevard du Séminaire N, Saint-Jean-sur- Richelieu 2000 N/A - 9,208 2034 855 Boulevard du Seminaire N, Saint-Jean-sur- Richelieu 2000 2015 103,766 - 2028 500 Victoria Ave, Saint-Lambert 1960 N/A - 7,400 2034 1485 Avenue Victoria, Saint-Lambert 1980-1989 N/A - 3,805 2026 6565 Rue Jean-Talon E, Saint-Léonard 1 1976 2020 77,253 - 2032 980 Boulevard Vachon N, Sainte-Marie 1 2001 2024 37,749 - 2031
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2025 Annual Information Form Page XVI 1770 Boulevard Monseigneur-Langlois, Sallaberry-de-Valleyfield 1 1998 2015 97,021 - 2041 402 Boulevard Laure, Sept-Îles 1999 2022 65,500 - 2031 4100 Josaphat-Rancourt Boulevard, Sherbrooke 2005 2020 97,522 - 2029 12e Avenue Nord, Sherbrooke 2023 N/A 100,754 - 2043 280 Boulevard Fiset, Sorel 1999 2016 72,705 - 2030 1250 Boulevard Moody, Terrebonne 1 1997 2023 99,388 - 2032 4785 Boulevard Laurier, Terrebonne 2010 2022 73,821 - 2035 70 Boulevard Frontenac E, Thetford Mines 2005 2015 57,636 - 2034 3525 Boulevard des Forges, Trois-Rivières 1 1999 2025 98,931 - 2031 1806 3rd Avenue, Val-d'Or 1 2010 2019 116,142 - 2030 4854 Rue Sherbrooke Ouest, Westmount 1950-1959 N/A - 3,764 2026 Quebec Sub-Total 4,650,640 54,204 New Brunswick 384 Val D'amour Road, Atholville 1994 2019 66,000 - 2031 520 St. Peter Avenue, Bathurst 1 1977 2010 51,807 - 2029 500 Regis Street, Dieppe 1 1978 2025 64,814 - 2030 590 Victoria Street, Edmundston 1996 2017 36,027 - 2029 75 Two Nations Crossing, Fredericton 2008 2016 81,740 - 2033 383 Madawaska Road, Grand Falls 2001 2013 39,857 - 2032 2491 King George Highway, Miramichi 1993 2015 82,412 - 2033 345 Miramichi Road, Oromocto 2 2006 2015 53,775 - 2030 525 Pinewood Road, Riverview 2010 2010 23,460 - 2029 160 Hampton Road, Rothesay 1 2001 2025 38,837 - 2031 400 Westmorland Road, Saint John 1997 2024 76,476 - 2029 885 Fairville Boulevard, Saint John 1 2010 2023 58,691 - 2029 250 King Street, St. Stephen 2003 2011 38,068 - 2032 450 Rue Du Moulin, Tracadie Sheila 1998 2015 68,160 - 2029 388 Connell Street, Woodstock 1 2001 2012 39,870 - 2029 New Brunswick Sub-Total 819,994 - Nova Scotia 152 South Albion Street, Amherst 1 1996 2011 48,852 - 2028 150 Damascus Road, Bedford 2010 2023 84,749 - 2036 1-6 New Pine Grove Road, Cookville 1 2005 2015 68,031 - 2031 30 Lamont Terrace, Dartmouth 1991 2015 62,565 - 2027 112 Warwick Street, Digby 2000 2021 30,931 - 2030 730 Central Avenue, Greenwood 2006 2013 53,775 - 2032 6429 Quinpool Road, Halifax 1980-1989 N/A - 4,642 2026 5527 Spring Garden Road, Halifax 1980-1989 N/A - 8,001 2026 796 Sackville Drive, Lower Sackville 2003 2015 52,510 - 2036 699 Westville Road, New Glasgow 1981 2024 80,403 - 2031 9212 Commercial Street, New Minas 1997 2012 56,096 - 2031 625 Reeves Street, Port Hawkesbury 1998 1998 27,449 - 2035 49 Spar Road, Sydney 2005 2023 99,603 - 2034 5130 St. Margarets Bay Road, Tantallon 2009 2009 37,208 - 2027 90 Robie Street, Truro 1995 2015 62,312 - 2031 120 Starrs Road, Yarmouth 2002 2020 77,371 - 2030
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2025 Annual Information Form Page XVII Nova Scotia Sub-Total 841,855 12,643 Prince Edward Island 474 Granville Street, Summerside 1999 2023 79,368 - 2035 20 Babineau Avenue, Charlottetown 2014 2022 123,322 - 2034 Prince Edward Island Sub-Total 202,690 - Newfoundland 95 Columbus Drive, Carbonear 2000 2013 38,420 - 2030 27 Manitoba Drive, Clarenville 2001 2011 32,517 - 2030 4 Murphy's Square, Corner Brook 1 2002 2021 74,486 - 2028 1 Cohen Drive, Grand Falls Windsor 2019 2019 71,677 - 2034 26 Merchant Drive, Mount Pearl 1 2002 2013 87,909 - 2028 40 Hebron Way, St. John's 2014 2014 93,028 - 2029 50 Kelsey Drive, St. John's 2005 2018 59,743 - 2028 54 Prince Rupert Drive, Stephenville 2001 2013 31,306 - 2030 Newfoundland Sub-Total 489,086 - Atlantic Canada Sub-Total 2,353,625 12,643 Total Single-Tenant Properties 18,474,003 216,304 1 Property includes a Gas Bar under a separate ground lease. Each of the Gas Bars located on the Properties occupies approximately 30,000 to 40,000 square feet of land. The lease expiry of a Gas Bar Lease is typically identical to the lease expiry of the Canadian Tire store located on this property. 2 Property is held by a ground lease. 3 Year Last Renovated accounts for expansion, replacement, new, and remerchandised projects. Properties Anchored by a Canadian Tire Store with Additional Third-Party Tenants Property Year Built Year Last Renovated 1 Canadian Tire GLA (Sq. ft.) Other CTC Banner GLA (Sq. Ft.) Other GLA 2 (Sq. Ft.) Major Third- Party Tenant(s) 3 % Annualized Base Minimum Rent- Third-Party Tenant(s) 4 Property Occupancy % Year of Expiry of Canadian Tire Lease British Columbia 9716 Old Fort Road, Fort St. John 5 2020 2020 128,221 17,762 - 0% 100% 2035 1655 Leckie Road, Kelowna 1997 2009 94,822 - 2,695 9% 100% 2029 4750 Rutherford Road, Nanaimo 1 2013 2024 122,708 18,021 - 0% 100% 2028
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2025 Annual Information Form Page XVIII Property Year Built Year Last Renovated 1 Canadian Tire GLA (Sq. ft.) Other CTC Banner GLA (Sq. Ft.) Other GLA 2 (Sq. Ft.) Major Third- Party Tenant(s) 3 % Annualized Base Minimum Rent- Third-Party Tenant(s) 4 Property Occupancy % Year of Expiry of Canadian Tire Lease 5717 Main Street, Oliver 5 2011 N/A 23,188 6,035 41,435 Buy-Low Foods, Desert Country Liquor Store 64% 100% 2031 2830 Bentall Street, Vancouver 2008 2012 116,011 - 65,201 Boston Pizza, PetSmart, Save-on- Foods 38% 100% 2028 8277 Ontario Street, Vancouver 5 2012 2019 107,163 41,581 66,915 Best Buy, Winners 33% 100% 2028 1517 Admirals Road, Victoria 2002 2025 55,553 - 6,393 13% 100% 2037 British Columbia Sub-Total 647,666 83,399 182,639 Alberta 388 Country Hills Blvd NE, Calgary 7 1999 2016 72,053 - 124,407 Landmark Cinemas, ATB Financial, Boston Pizza, Ginger Beef Bistro House, Wendy's, Value Buds, CIBC 71% 97% 2029 6703 51 Street, Cold Lake 1993 2008 56,312 - 4,254 15% 100% 2027 9510 86th Avenue, Fort Saskatchewan 5 2003 2025 51,860 9,086 10,678 23% 100% 2030 1204 - 5th Street SE, High River 5 2015 N/A 44,158 9,984 8,320 13% 96% 2030 2720 Fairway Road S, Lethbridge 2000 2022 106,761 - 2,700 7% 100% 2035 7713 100 Avenue, Peace River 5 1999 2014 28,182 6,000 - 0% 100% 2027 169 Ordze Avenue, Sherwood Park 6 1990 2016 84,704 - 5,000 Bank of Montreal 10% 100% 2027 3929 49th Avenue, St. Paul 2009 2015 44,856 - 9,964 Sobey's Liquor 36% 100% 2029 4721 51st Street, Whitecourt 5 2002 2013 58,937 5,084 - 0% 100% 2027 Alberta Sub-Total 547,823 30,154 165,323
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2025 Annual Information Form Page XIX Saskatchewan 230 Centennial Drive North, Martensville 5 2015 2024 75,256 8,293 15,327 Dollarama 18% 100% 2040 400 Thatcher Drive East, Moose Jaw 2022 N/A 95,986 - 39,485 Winners, Dollarama 41% 100% 2042 1811 22nd Avenue NE, Swift Current 5 2007 2016 56,864 22,319 3,150 7% 100% 2032 277 Broadway Street E, Yorkton 2013 2024 94,005 - 170,531 Save-on- Foods, Shoppers Drug Mart, Value Village, Winners 89% 93% 2026 Saskatchewan Sub-Total 322,111 30,612 228,493 Manitoba 1041 Manitoba Avenue, Selkirk 5 1996 2015 59,084 22,626 - 3% 100% 2029 777 Norquay Drive, Winkler 5,6 1998 2018 57,904 14,575 144,418 Shoppers Drug Mart, Winners 61% 86% 2033 1711 Kenaston Boulevard, Winnipeg 2000 2012 98,897 - 3,966 8% 100% 2028 Manitoba Sub-Total 215,885 37,201 148,384 Yukon 18 Chilkoot Way, Whitehorse 5 2007 2016 89,293 13,983 - 0% 100% 2033 Western Canada Sub-Total 1,822,778 195,349 724,839
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2025 Annual Information Form Page XX Nova Scotia 133 Church Street, Antigonish 5 1989 2017 50,416 20,229 122,202 Canada Post, Lawtons Drugs, Dollarama 70% 89% 2032 130 Reserve Street, Glace Bay 1977 2012 20,419 - 1,870 28% 100% 2028 Nova Scotia Sub-Total 70,835 20,229 124,072 Ontario 110 Young Street, Alliston 1997 2015 66,532 - 2,451 10% 100% 2028 1060 Wilson Street W, Ancaster 2000 2016 68,951 - - 5% 100% 2029 75 Mapleview Drive W, Barrie 6 2000 2014 108,619 - 7,061 The Beer Store 10% 100% 2028 20215 Chatham Street N, Blenheim 1999 2016 30,300 - 1,010 15% 100% 2031 430 Holland Street W, Bradford 6 2004 2024 59,942 10,000 5,140 6% 100% 2029 30 Lynden Road, Brantford 6 2000 2022 105,362 - - 4% 100% 2028 55 Mountain Rd, Collingwood 5,6 2004 2018 69,720 28,103 109,899 Freshco, Pet Valu, Winners, HomeSense 55% 100% 2034 75 Dundas Street, Cambridge 1985 2012 46,131 - 55,235 Sobeys 60% 100% 2032 1125 Elgin Street W, Cobourg 5,6 2000 2025 76,371 14,000 - 4% 100% 2031 409 Government Street, Dryden 5 1997 2013 35,845 5,101 - 0% 100% 2032 801 Centre Street, Espanola 1994 2010 48,724 - 1,650 13% 100% 2026 325 Arthur Street S, Elmira 2017 N/A 34,749 - 2,495 17% 100% 2032 300 Maidstone Avenue W, Essex 2004 2015 47,033 - 2,200 12% 100% 2029
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2025 Annual Information Form Page XXI 950 Tower Street S, Fergus 1997 2025 62,728 - 2,412 7% 100% 2034 1000 Kings Highway, Fort Frances 2004 2024 55,737 - 10,000 Dollarama 24% 100% 2031 2160 Rymal Road East, Hamilton 6 2016 2023 60,827 - - 8% 100% 2031 751-777 Upper James Street, Hamilton 6 1968 2022 88,983 - 39,991 Metro 38% 100% 2033 385 Fairway Road S., Kitchener 1990 2012 66,982 - 59,651 Farm Boy, Urgent Care 55% 100% 2031 262 Erie Street S, Leamington 1977 2014 54,224 - 2,880 15% 100% 2031 500 Mitchell Road S, Listowel 5 1998 2018 44,910 5,274 - 6% 100% 2029 1975 Dundas Street E, London 6 1995 2012 98,457 - - 4% 100% 2031 1125 Wellington Road, London 5,6 1995 2020 92,009 13,066 - 0% 100% 2030 1156 Dundas Street E, Mississauga 5,6 1999 2023 98,024 15,029 - 4% 100% 2031 2135 Robertson Road, Nepean 6 1973 2013 68,429 - - 5% 100% 2029 17750 Yonge Street, Newmarket 6 1996 2011 115,431 - - Royal Bank of Canada 14% 100% 2032 7190 Morrison Street, Niagara Falls 5 1995 2020 132,955 23,625 67,648 Dollarama, Staples 43% 95% 2035 970 McKeown Avenue, North Bay 1994 2023 112,961 - 3,093 6% 100% 2029 400 Dundas Street E, Oakville 6 2001 2021 89,715 - - 5% 100% 2029 441 Gibb Street, Oshawa 5 1999 2024 87,532 12,130 - 0% 100% 2029 1605 16th Street E, Owen Sound 5,6 1997 2019 77,457 12,189 - 0% 100% 2028 5116 Highway 21, Port Elgin 6 2012 N/A 28,347 - - 10% 100% 2037
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2025 Annual Information Form Page XXII 1050 O'Brien Road, Renfrew 6 2004 2024 40,618 - - 8% 100% 2031 1029 Brodie Drive, Severn 1998 2020 125,364 28,273 139,753 Dollarama, No Frills, Shoppers Drug Mart 49% 93% 2035 1485 Lasalle Boulevard, Sudbury 2016 N/A 113,029 - 33,413 LCBO, Pat & Mario's, The Beer Store 68% 100% 2031 1025 Lakeshore Boulevard E, Toronto 5 2007 2018 106,371 12,117 66,268 Farm Boy, Fika Herbal Goods, LCBO, Shoppers Drug Mart, TD Canada Trust, Leslieville Kids Dental Centre 46% 100% 2033 1019 Sheppard Avenue E, Toronto 5,6 2004 2022 150,892 - 4,775 TD Canada Trust 8% 100% 2034 4630 Sheppard Avenue E, Toronto 5,6 2004 2023 99,581 10,093 - 0% 100% 2034 75 - 45th Street South, Wasaga Beach 2007 2011 54,081 - 1,918 10% 100% 2033 11 Clappison Avenue, Waterdown 5,6 2007 2016 71,424 21,746 - 0% 100% 2030 656 Erb Street W, Waterloo 6 2007 2011 57,580 - - 9% 100% 2037 Ontario Sub-Total 3,052,927 210,746 618,943 Quebec 70 Rue Simonds N, Granby 5 1995 2024 126,368 10,322 9,868 Renaud Bray 6% 100% 2040 1233 Autoroute Duplessis, L'Ancienne-Lorette 2003 2022 88,961 - - 4% 100% 2030 3500 Boulevard Du Tricentenaire, Montréal 6 2008 2021 78,464 - - 7% 100% 2030 228 Route 117, Mont-Tremblant 5 2023 2023 102,248 15,798 10,024 Dollarama 7% 100% 2044
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2025 Annual Information Form Page XXIII 115 Boulevard Brien, Repentigny 5,6 1996 2015 110,370 7,907 8,592 Royal Bank of Canada 10% 100% 2031 1555 Rue Trudel, Shawinigan 6 1999 2019 99,900 - 10,448 12% 100% 2031 40 Boulevard Norbert Morin, Sainte-Agathe-des- Monts 5 1987 2017 49,500 12,047 15,959 19% 93% 2032 50 de la Cite des Jeunes Boulevard, Vaudreuil 5 2000 2024 73,965 12,239 - 0% 100% 2029 Quebec Sub-Total 729,776 58,313 54,891 Total 5,676,316 484,637 1,522,745 1 Year Last Renovated accounts for expansion, replacement, new, and remerchandised projects. 2 Includes third-party tenant GLA and vacant GLA. 3 Tenants with a minimum threshold of annualized base minimum rent. 4 Annualized base minimum rent effective December 31, 2025. 5 Property includes CTC Banner(s) other than Canadian Tire. 6 Property includes a Gas Bar under a separate ground lease. Each of the Gas Bars located on the properties occupies approximately 30,000 to 40,000 square feet of land. The lease expiry of a Gas Bar Lease is typically identical to the lease expiry of the Canadian Tire store located on this property. 7 Property includes a third-party gas bar under a separate land lease that occupies approximately 4,000 square feet of land.
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2025 Annual Information Form Page XXIV Properties with Third-Party Tenants not Anchored by a Canadian Tire Store Property Year Built Year Last Renovated 1 Other CTC Banner GLA (Sq. Ft.) Other GLA 2 (Sq. Ft.) Major Third- Party Tenant(s) 3 % Annualized Base Rent- Third-Party Tenant(s) 4 % Occupied (including Other CTC Banner(s) store) 5 British Columbia 9600 93 Avenue, Fort St John 5,7 1980 N/A 24,400 173,637 Dollarama, Montana's, Staples, Winners 90% 85% Alberta 6703 48th Avenue, Camrose 5 2014 N/A 23,014 5,090 22% 100% 4215 70th Avenue, Lloydminster 2014 N/A - 64,443 No Frills, The Brick, Skechers 100% 100% 3214 Dunmore Road SE, Medicine Hat 5 2014 N/A 34,304 33,458 Bank of Montreal, Goodlife Fitness 51% 100% Alberta Sub-Total 57,318 102,991 Northwest Territories 307-311 Old Airport Road, Yellowknife ¹ N/A N/A 12,500 2,895 Tim Horton's 43% 100% Nova Scotia 220 Chain Lake Drive, Halifax N/A N/A - 141,860 Walmart 100% 100% Ontario 366 Bunting Rd, St. Catharines N/A N/A 52,552 91,720 Goodlife Fitness, Mandarin 55% 95% 1066 Barrydowne Road, Sudbury 5,6 N/A N/A 48,487 34,835 Urban Air Adventure Park 43% 100% Ontario Sub-Total 101,039 126,555 Saskatchewan 205 Hamilton Road, Yorkton 5 2014 N/A 29,433 5,188 0% 85% Total 224,690 553,126 1 Year Last Renovated accounts for expansion, replacement, new, and remerchandised projects. 2 Includes third-party tenant GLA and vacant GLA. 3 Tenants with a threshold of annualized base minimum rent. 4 Annualized base minimum rent effective December 31, 2025. 5 Property includes CTC Banner(s) other than Canadian Tire. 6 Property includes a Gas Bar under a separate ground lease that occupies approximately 30,000 to 40,000 square feet of land. 7 Property includes a third-party gas bar under a separate ground lease that occupies approximately 20,000 square feet of land.
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2025 Annual Information Form Page XXV Industrial Properties Property Site Area (acres) Ceiling Clearance (Ft.) Number of Shipping/ Receiving Doors Year Built Year Last Renovated CTC GLA (Sq. Ft.) Other GLA 1 (Sq. Ft.) Major Third- Party Tenant(s) 2 % Occupied Year of Expiry of Lease Alberta 11 Dufferin Place SE, Calgary 8 28 20 2004 N/A - 200,915 Sleep Country 100% 2031 25 Dufferin Place SE & 5500 Dufferin Boulevard SE, Calgary 26 24-40 131 2000 2018 624,669 - 100% 2044 5500 Dufferin Blvd. SE, Calgary 19 40 68 2023 N/A 351,883 - 100% 2043 Ontario 8400 Healey Road, Town of Caledon 181 40 244 2016 N/A 1,400,000 - 100% 2036 Quebec 50 Rue Dupont, Coteau-du-Lac 167 40 208 2008 N/A 1,980,165 - 100% 2040 Total Industrial Properties 4,356,717 200,915 1 Includes third-party tenant GLA and vacant GLA. 2 Tenants with a minimum threshold of annualized base minimum rent.
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2025 Annual Information Form Page XXVI Development Properties Property Year Purchased Type Acres Total GLA (Sq. Ft.) Ontario Toronto (Canada Square), ON - Office Retrofit 1 2 2014 Redevelopment 340,000 1 Ground lease. 2 Redevelopment property. GLA shown is at the REIT's 50% share.