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First Capital Real Estate Investment Trust ANNUAL INFORMATION FORM ______

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First Capital Real Estate Investment Trust ANNUAL INFORMATION FORM ______ ________________________________________ First Capital Real Estate Investment Trust ANNUAL INFORMATION FORM ________________________________________ February 22, 2021 Table of Contents GLOSSARY ................................................................................................................................................. 3 BASIS OF PRESENTATION ....................................................................................................................... 7 CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS ........................................ 7 GENERAL AND INCORPORATION BY REFERENCE .............................................................................. 8 ORGANIZATIONAL STRUCTURE ............................................................................................................. 8 DESCRIPTION OF THE BUSINESS ........................................................................................................ 11 DEVELOPMENT OF THE BUSINESS ...................................................................................................... 11 INVESTMENT GUIDELINES AND OPERATING POLICIES OF THE TRUST ........................................ 14 DECLARATION OF TRUST AND DESCRIPTION OF TRUST UNITS .................................................... 17 THE PARTNERSHIP AND DESCRIPTION OF PARTNERSHIP UNITS .................................................. 25 UNITHOLDERS’ RIGHTS PLAN ............................................................................................................... 25 DESCRIPTION OF THE UNSECURED DEBENTURES .......................................................................... 31 RISK FACTORS ........................................................................................................................................ 32 DISTRIBUTION POLICY ........................................................................................................................... 43 STOCK EXCHANGE LISTINGS ............................................................................................................... 44 TRUSTEES, OFFICERS AND SENIOR MANAGEMENT......................................................................... 45 AUDIT COMMITTEE ................................................................................................................................. 48 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................... 50 ADDITIONAL INFORMATION ................................................................................................................... 50 TRANSFER AGENT, REGISTRAR AND INDENTURE TRUSTEE .......................................................... 50 EXPERTS .................................................................................................................................................. 50 APPENDIX A: PROPERTIES ................................................................................................................... A-1 APPENDIX B: AUDIT COMMITTEE CHARTER ...................................................................................... B-1 2 GLOSSARY “Acquired Issuer” has the meaning given to it under the heading “Investment Guidelines and Operating Policies – Investment Guidelines”. “Advance Notice Provision” has the meaning given to it under the heading “Declaration of Trust and Description of Trust Units – Nomination of Trustees”. “Affiliate” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions. “Aggregate Assets” means, as of any date, the total assets of the Trust, excluding goodwill and future income tax assets, determined on a consolidated basis and in accordance with GAAP, and giving effect to Proportionate Consolidation Adjustments as adjusted as and to the extent applicable, for any adjustments which correspond to those made in accordance with the Declaration of Trust (other than fair value adjustments reflecting an increase or decrease in the fair value of investment properties and the effect on future income taxes (also referred to as deferred income taxes) of such adjustment). “AIF” means this Annual Information Form. “Arrangement” means and refers to the arrangement pursuant to Section 182 of the OBCA set forth in the Plan of Arrangement as supplemented, modified or amended, and not to any particular article, section, or other portion of the Arrangement Agreement. “Arrangement Agreement” means the arrangement agreement dated October 18, 2019, among the Trust, the General Partner, FCR LP, Newco and the Company, pursuant to which such parties implemented the Arrangement. “Board” means the Board of Trustees of the Trust, as the same is constituted from time to time. “Business Day” means any day of the year, other than a Saturday, Sunday or any day on which Schedule I Canadian chartered banks are closed for business in Toronto, Ontario. “CCAA” has the meaning given to it under the heading “Trustees, Officers and Senior Management”. “Class A LP Unit” means a unit of interest in FCR LP designated as a Class A LP Unit and having the rights and attributes described in the FCR LP Agreement with respect thereto. “Closing” means the completion of the Arrangement pursuant to the Plan of Arrangement. “Closing Market Price” has the meaning given to it under the heading “Declaration of Trust and Description of Trust Units – Redemption Right”. “Common Shares” means common shares in the capital of the Company. “Company” means First Capital Realty Inc. “Computershare” means Computershare Trust Company of Canada. “DBRS” has the meaning given to it under the heading “Organizational Structure – Credit Ratings”. “Declaration of Trust” has the meaning given to it under the heading “Organizational Structure”. “Deferred Income Plan” means any trust governed by a RRSP, a RRIF, a DPSP, a RDSP, a TFSA or a RESP, each as defined in the Tax Act. “Distribution Date” means, in respect of a Distribution Period, a Business Day on or about the fifteenth (15th) day of the immediately following month or such date as may be determined from time to time by the Trustees. 3 “Distribution Period” means each calendar month from and including the first day thereof to and including the last day thereof whether or not such day is a Business Day. “DPSP” means a deferred profit-sharing plan. “Exchange and Support Agreement” means the exchange and support agreement among the Trust, FCR LP, the General Partner and each Person who from time to time becomes or is deemed to become a party thereto by reason of his, her or its registered ownership of Exchangeable LP Units, as the same may be amended, supplemented, or restated from time to time. “Exchangeable LP Unit” means a unit of interest in FCR LP designated as a Class B LP Unit and having the rights and attributes described in the FCR LP Agreement with respect thereto. “Exchangeable Securities” means any securities of any trust, limited partnership (including FCR LP) or corporation other than the Trust that are convertible or exchangeable directly for Trust Units without the payment of additional consideration therefor and, for greater certainty, includes the Exchangeable LP Units but does not include Trust Exchangeable Securities. “Excluded Shareholder” means a Shareholder (a) that is not a “taxable Canadian corporation” under the Tax Act; or (b) that would acquire Exchangeable LP Units as a “tax shelter investment” for the purposes of the Tax Act; or (c) an interest in which is a “tax shelter investment” for the purposes of the Tax Act. “FCR LP” means First Capital REIT Limited Partnership. “FCR LP Agreement” means the limited partnership agreement of FCR LP. “First Capital REIT”, the “Trust” or the “REIT” means First Capital Real Estate Investment Trust. “GAAP” means generally accepted accounting principles in Canada (including IFRS) as in effect from time to time and as adopted by the Trustees. “Governmental Entity” means (a) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission (including any securities commission or similar regulatory authority), board, bureau, ministry, agency or instrumentality, domestic or foreign, (b) any subdivision, agent or authority of any of the above, (c) any quasi-governmental body, professional body or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange. “IFRS” means International Financial Reporting Standards. “Independent Trustee” means, at any time, a Trustee who, in relation to the Trust, is “independent” for purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices. “Joint Venture Arrangements” means any real estate asset or operation in which the Trust participates where the Trust does not own 100% of the equity interests in the asset or operation. “Law” or “Laws” means, with respect to any Person, any and all applicable law (including statutory and common law), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, published administrative policy, or other similar requirement, whether domestic or foreign, enacted, adopted, incorporated by reference, promulgated or applied by a Governmental Entity, in each case having the force of law and that is binding upon or applicable to such Person or its business, undertaking, property
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