2017 ANNUAL REPORT SMART TODAY SMART TOMORROW A DYNAMIC REAL ESTATE PORTFOLIO, MULTIPLE INTENSIFICATION OPPORTUNITIES AND MEASURED GROWTH HAVE CONTRIBUTED TO MAKING SMARTCENTRES ONE OF THE LARGEST PUBLIC DEVELOPMENT COMPANIES IN Vaughan North West CANADA. FROM this solid Self-storage POSITION, WE will continue TO grow stronger. StudioCentre To expand our growing portfolio of real estate Westside Mall (Toronto) assets, we’re undertaking a wide variety of new developments, from Residential residential communities to self-storage facilities to seniors’ residences. Front Cover: Lobby of the KPMG Tower, VMC, Vaughan, ON SMART TODAY VAUGHAN METROPOLITAN CENTRE DEVELOPMENT PwC-YMCA Tower Transit City Condos INITIATIVES RETAIL KPMG Tower SHOPPING We are continuing to develop one of North America’s fastest VMC growing urban centres with the construction of office, VMC Subway Station residential and retail facilities. Leaside SmartCentre Whitby North SmartCentre Laval Centre With an unparalleled PREMIUM mix of international Our roots are in retail, OUTLETS fashion name brands, and our shopping malls Premium Outlets are Penguin Pick-Up remain a significant expanding to meet the part of who we are as demand for exceptional a company. We’re proud retail experiences. to be an integral part Toronto Premium Outlets Expansion – of many communities Multi-level Parking and Pedestrian Bridge across Canada. Retirement Toronto Premium Outlets Montreal Premium Outlets SMART TOMORROW INTENSIFICATION OPPORTUNITIES Vaughan North West Self-storage Pointe-Claire Laval Centre StudioCentre StudioCentre (Toronto) VALUE CREATION Leveraging our real estate assets in select urban and PIPELINE HIGHLIGHTS To expand our growing suburban areas, we are portfolio of real estate Westside Mall (Toronto) developing projects that assets, we’re undertaking help maximize how the Vaughan Metropolitan Centre Pointe-Claire SmartCentre properties are used – a wide variety of new Premium Outlets (Toronto and Montreal) South Oakville Centre developments, from residential, commercial Westside Mall Vaughan North West SmartCentre Residential residential communities and retail. to self-storage facilities Vaughan (400 & 7) SmartCentre StudioCentre to seniors’ residences. Laval Centre Ottawa (Laurentian Place) SmartCentre LETTER FROM THE CEO DEAR FELLOW UNITHOLDERS 2017 marked yet another year of strong performance and opportunity creation for SmartCentres, and I’m pleased to share the details with you in this year’s annual report. Since its initial public offering in 2002, SmartCentres has enjoyed an average annual return of 10.1%, and has experienced above-average Net Asset Value (NAV) growth. Additionally, since the acquisition of the SmartCentres real estate development business in 2015, we have identified opportunities for intensification of more than 50 existing assets, with many more expected. I believe this ongoing success is based on a unique combination of key factors – namely, our national portfolio of 154 exceptionally well-located, open-format shopping centres; extensive list of development opportunities; in-house multidisciplinary team of 145 real estate development experts; diverse and innovative joint venture partnerships; and excellent financial strength and $4.9B EQUITY flexibility, with $4.9 billion equity capitalization, unencumbered assets of CAPITALIZation approximately $3.4 billion, and more than $646 million of available liquidity. The Canadian retail landscape continues to evolve as retailers adjust their $3.4B business models to account for the growth of e-commerce, urbanization, an unenCUMberED aging population and an increasingly ethnically diverse population. Over the ASSETS last three years, the closure of Target and Sears has caused some 30 million square feet of retail space to come back into the market. This, together with other store closures, has presented retailers with space options and has $646M caused inevitable pressure on rental renewal rates and new development OF AVAILABLE LIQUIDITY absorption in some markets. SmartCentres, principally Walmart-anchored, open-format centres, have 145 continued to perform well because of their excellent locations, relevant IN-HOUSE TEAM tenant mix and value orientation. In addition, our Premium Outlets locations OF REAL ESTATE in Toronto and Montreal, with their strong brand representation and DEVELOPMENT EXPERTS exceptional discount offers, continue to exceed market growth. Given these market dynamics for retail, the strategic direction for SmartCentres is looking to the future. Leveraging the experience of our internal 154 EXCEPTIONALLY WELL- development team, which has already shown its capability with more than LOCATED OPEN-FORMAT 50 million square feet of retail built over the last 20 years, we are now SHOPPING CENTRES considering the development potential of every one of our properties. 2 ... SMARTCENTRES REIT 2017 ANNUAL REPORT We have identified various residential properties (condominium, rental and single family), retirement homes, self-storage and office as appropriate uses for the land either adjacent to our centres or actually on site once redeveloped. Key to this strategy is that we have owned the land for a significant period, and therefore it is generally attractively priced. We also have income in place while the site is being redeveloped or expanded and our locations offer highly attractive opportunities for potential partners. The last two-and-a-half years since the SmartCentres acquisition have been spent building a pipeline of exceptional development opportunities, and we are now actively moving forward with the initial group of properties. Earlier this year, we chose to change our name from SmartREIT to SmartCentres REIT to further leverage the positive equity established by the SmartCentres brand as we move forward on these new development initiatives. With a healthy balance sheet, we have the financial flexibility to continue on our path of disciplined growth. This growth has translated into higher returns for our Unitholders, and for the fourth year in a row, we increased our distributions, going from $1.70 to $1.75 per Unit in October – another reflection of the continued confidence the Board and I have in our abilities for future growth and cash generation. As always, I thank our employees, business partners and our Trustees who provide us with the guidance to further develop our asset base profitably, positioning us for even greater future growth. But it is you, our Unitholders, 2.9% who I thank the most for your continued support of SmartCentres and INCreasE IN Annual belief in our philosophy of measured growth. Your commitment will help DISTRIBUTIONS us remain not only Smart Today, but Smart Tomorrow. Sincerely, Huw Thomas Chief Executive Officer SmartCentres REIT SMARTCENTRES REIT 2017 ANNUAL REPORT ... 3 LAVAL, QUEBEC LAVAL CENTRE Growth potential now underway Easily accessible by major roads and public transportation, and an ideal location for retail, office and residential uses, Laval Centre is the official downtown of the city of Laval. Currently under construction on the 48.5 acre Quartier St-Martin site is a mixed-use intensification project with a potential gross leasable area (GLA) of more than three million square feet – almost 20 times the size of the current GLA. A new BMO office building, retirement homes and rental apartments will soon be under construction with initial occupancies expected in 2019. 4 ... SMARTCENTRES REIT 2017 ANNUAL REPORT retail Portfolio STRENGTH SmartCentres is one of Canada’s premier REITs, possessing one of the country’s largest real estate portfolios, with assets totalling $9.4 billion. As of December 31, 2017, SmartCentres had over 34 million square feet of owned leasable area, with an occupancy rate of 98.3% including committed leases, comprising 3,100 tenants. Our core business is our open-format retail shopping centres, which are located across Canada. The Canadian retail landscape is markedly different from that of our United States neighbours. In Canada, it’s estimated there are 15 square feet of retail space per person, compared to 23 in the U.S., which has historically helped to drive higher rents. Big-box retail and open- format retail centres have been in Canada for just over 20 years, and are still very important to shoppers here. And whatever their level of income, Canadians tend to be more value-conscious, meaning that SmartCentres’ value-focused shopping centres are relevant to the majority of Canadians. In fact, SmartCentres is at a decided advantage because the majority of our shopping centres in Canada are anchored by Walmart stores, which, with the closure of Target and Sears, are now the only large-format discount stores, helping to drive high volumes of consumer traffic to our sites. Alongside our emerging suite of value-added services such as Penguin Pick-Up, free Wi-Fi, car charging stations, digital signage and mobile advertising support, more and more of our tenants are offering specialty services such as nail salons, gyms, restaurants and doctors’ offices. As a result, we’re not only offering popular shopping destinations, but vibrant community destinations as well. SmartCentres Home Office, Vaughan, ON SQ. YRS. 34M FT. 5.8 84% OF SHOPPING AVERAGE R near O IN CENTRE SPACE LEASE TERM urban MARKetS YRS. 98.3% 14.0 100% OCCUPANCY INCluding AVERAGE AGE of SITES CONTAIN COMMitteD LEASES OF PROPERTIES A GROCERY/PhaRMACY SMARTCENTRES REIT 2017 ANNUAL REPORT ... 5 MANY OPPORTUNITIES TODAY. MANY MORE TO COME. In 2017,