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December 2013 Based on Third Quarter 2013

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Page 1: CHP Investor PPT - Dec 13 - FINALs1.q4cdn.com/308575831/files/doc_presentations/CHP... · 2015-12-11 · deemed based on the Cushman & Wakefield implied cap rate of 6.16% as disclosed

December 2013

Based on Third Quarter 2013

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Forward Looking StatementsCertain statements contained in this document constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Choice Properties REIT’s (the “REIT”) future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs,capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as ‘‘may’’, ‘‘might’’, ‘‘will’’, ‘‘could’’, ‘‘should’’, ‘‘would’’, ‘‘occur’’, ‘‘expect’’, ‘‘plan’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘estimate’’, ‘‘predict’’, ‘‘potential’’, ‘‘continue’’, ‘‘likely’’, ‘‘schedule’’, or the negative thereof or other similar expressions concerning matters that are not historical facts. The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs, including that the Canadian economy will remain stable over the next 12 months, that inflation will remain relatively low, that interest rates will remain stable, that tax laws remain unchanged, that conditions within the real estate market, including competition for acquisitions, will be consistent with the current climate, that the Canadian capital markets will provide the REIT with access to equity and/or debt at reasonable rates when required and that Loblaw will continue its involvement with the REIT. Although the forward-looking statements contained in this document are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT’s control, that may cause the REIT’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or impliedby such forward-looking statements. These risks and uncertainties include, among other things, the factors discussed under ‘‘Enterprise Risks and Risk Management’’ section of on pages 10 to 28 of the Trust’s 2013 Third Quarter MD&A. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this document. Except as required by law, the REIT and Loblaw undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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About Choice Properties1

A growth-oriented public real estate entity

36 million sq. ft. portfolio provides a stable and sizeable base for growth

Access to future growth

11 million sq. ft. of remaining real estate held by Loblaw

Store development and site intensification on existing portfolio

Two intensification projects representing 95,000 square feet currently underway

Growth Pipeline

Retained Portfolio11 million sq. ft.Retained Portfolio11 million sq. ft.

Development3.6 million sq. ft.Development3.6 million sq. ft.

IPO Portfolio36 million sq. ft.IPO Portfolio36 million sq. ft.

3Note 1 - Reflect acquisitions completed subsequent to September 30, 2013

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Our Objectives

• Provide unitholders with stable, predictable and growing monthly cash

distributions

• Enhance value of property portfolio to maximize unitholder value

• Expand asset base while increasing AFFO per unit through accretive

acquisitions and site intensification

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Q3 2013 Financial Results

5

ActualAdjusted 

Forecast (1)

VarianceFavourable / 

(Unfavourable)Rental revenue 153,655$                          154,812$                          (1,157)$                            Straight‐line rent (8,109)                               (7,743)                               (366)                                  Property operating costs (37,387)                             (38,877)                             1,490                                Net Operating Income 108,159$                          108,192$                          (33)$                                  Net Income 73,626$                            29,661$                            43,965$                           

Funds from Operations 76,128$                            72,284$                            3,844$                              

Adjusted Funds from Operations 66,260$                            60,863$                            5,397$                              

AFFO per unit ‐ basic 0.184$                               0.172$                               0.012$                              AFFO per unit ‐ diluted 0.184$                               0.172$                               0.012$                              AFFO payout ratio 85.0% 90.9% 5.9%Distribution per unit 0.156416$                        0.156416$                        ‐$                                  Weighted average units outstanding ‐ basic 359,179,689                    353,997,871                    5,181,818                        Weighted average units outstanding ‐ diluted 359,286,244                    353,997,871                    5,288,373                        Number of units outstanding, end of quarter 359,997,871                    353,997,871                    6,000,000                        

(1) Adjusted to reflect the  fact that operations  commenced on July 5, 2013.

Quarter ended September 30, 2013

$000's , except per unit amounts(Unaudited)

Financials in-line with expectations• FFO and AFFO slightly ahead of forecast

Acquisitions• Added nearly 1 million square feet of GLA and incremental stabilized NOI of

approximately $11M

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Q3 2013 Operational Performance

6

Occupancy• Occupancy rate of 97.6% is virtually on-plan

Leasing activity• New leasing deals are proving to be accretive to the Trust’s tenant base

Acquisition and development programs• Subsequent Q3 2013, the Trust commenced its acquisition and

development programs

Q3 2013Leases signed (sq ft) 216,000                         

Renewals % 79%Weighted average base rent (per sq ft) 12.17$                           

‐1.3%

7.2%Excluding impact of rent reduction for one large‐format tenant

Compared to existing weighted average base rent (per sq ft)

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Acquisitions- Subsequent to September 30, 2013

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Location Banner Property Type GLAAcquisitions from Loblaw Highway 7, Porter's Lake, NS Atlantic Superstore Multi-tenant retail 54,300Main Street, Salisbury, NB Save Easy Multi-tenant retail 17,291Hurontario Street, Collingwood, ON Loblaws Stand-alone retail 57,795Yonge Street, Toronto, ON Loblaws Stand-alone retail 33,700Avenue Road, Toronto, ON no frills Stand-alone retail 13,299Bullock Drive, Markham, ON N/A Multi-tenant retail 12,102 Lakeshore Boulevard, Toronto, ON no frills Stand-alone retail 32,011 Highway 8, Stoney Creek, ON Fortinos Multi-tenant retail 92,546SE Marine Drive, Vancouver, BC Real Canadian Superstore Stand-alone retail and warehouse 621,177 934,221Third Party Acquisition London, ON N/A Multi-tenant retail 5,538

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Our Portfolio1

423Retail Properties423Retail Properties

9Warehouses9Warehouses

1Office1Office

36.2million sq. ft.36.2million sq. ft.

433 Properties

5

Note 1 - Reflect acquisitions completed subsequent to September 30, 2013

170ONTARIORETAIL

45ALBERTA

RETAIL

37

25

100QUEBECRETAIL15 11

9

83

SASKATCHEWANRETAIL

MANITOBARETAIL

PRINCE EDWARD ISLANDRETAIL

NEWFOUNDLAND & LABRADORRETAIL

NOVA SCOTIARETAIL

BRITISH COLUMBIA

RETAIL

SURREY, BCWAREHOUSE 1

CALGARY, AB

WAREHOUSE1

REGINA, SKWAREHOUSE1

CAMBRIDGE, ONWAREHOUSE 1

BRAMPTON, ONOFFICE 1 NEW BRUNSWICK

WAREHOUSE3LAVAL, QC

WAREHOUSE 1

ST. JOHN’S, NLWAREHOUSE1

NEW BRUNSWICKRETAIL

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Large, Diversified Portfolio1

433 Properties, 36.2 million sq. ft. of GLA

Located in large urban centres59%

From retail focused properties90%

Note 1 - Reflect acquisitions completed subsequent to September 30, 2013

NB, 3.8%

NS, 4.6%PE, 0.4%

NF, 1.7%

BC, 8.7%

AB, 12.8%

SK, 5.0% MB, 2.4%

43.2%

17.4%

Portfolio NOI by Province

Ontario

Quebec

West

Atlantic

Stand-Alone Stores, 54.6%

Office, 2.0%Warehouse,

7.7%

Retail Properties

without Loblaw Tenancy, 0.5%

Loblaw-Anchored Shopping

Centres, 35.2%

Portfolio NOI by Property Type

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Loblaw Companies Limited

Majority owner and major lender

Single largest tenant

88% of initial GLA

93% of initial NOI

Major partner in REIT growth

Strategic Alliance Agreement

Mutually beneficial business relationship

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About Loblaw

Canada’s largest food distributor

Leading provider of non-discretionary products and services – food, drug , gas, and financial

22 well-know banners covering discount and conventional formats

$13.5 billion market capitalization

Stable profitable revenue growth with $31 billion revenues / $2 billion EBITDA in 2012

Strong balance sheet and long history of investment grade credit ratings

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• Rights of First Offer (ROFO)– Choice has ROFO to purchase from Loblaw– Loblaw has ROFO to purchase from Choice

• New Shopping Centre (SC) Acquisitions– Choice has right of first opportunity to acquire SC presented by

Loblaw• Future SC development

– Choice has right to participate in future Loblaw’s SC development and redevelopment

• Site Intensification– Choice has right to intensify initial properties; upon substantial

completion Loblaw receives payment from Choice• Supermarket Properties

– Choice has right to purchase properties including supermarket properties from vendors other than Loblaw

– Loblaw has right of first offer to lease from Choice when supermarket use become available

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Ten-Year Strategic Alliance Agreement

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Loblaw Leases

10 to 18 year initial term

Series of five-year renewal options

Between 40-100 years depending on province

Contractual escalations built in

~1.5% average steady-state annual revenue growth after five years

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Growth Opportunities

Organic Development Acquisitions

Right of first offer to acquire additional Loblaw properties

Pipeline of ~11 million sq. ft. of GLA

Opportunity to acquire properties developed or acquired by Loblaw

Third-party acquisitionsFocus on high quality supermarket anchored properties

Intensification potential~3.6M sq. ft. of at-grade GLA expansion potential, including 95,000 square feet of intensification currently underway

Intensification payment paid to Loblaw only upon substantial completion

New development opportunities

In partnership with Loblaw or proven third-party

Contractual rent increases

14 years average remaining term to maturity for Loblaw leases

1.5% average effective annual rent escalation once steady state reached 5 years post closing

LeasingFocused marketing and merchandising for current vacancy and lease renewal

Property managementAnnualized capital ~$30M

~93% recoverable or directly paid by tenants

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Development ActivityBrown’s Line – 3730 Lake Shore Blvd. W. Etobicoke, ON

Existing No Frills

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Development ActivityFeista Mall – 102 Highway 8, Stoney Creek, ON

Legend:

Existing retail

Proposed sites for potential intensification

Proposed Food Store

ExistingFood Store

Existing Food Store

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Capital Structure

Issued $460 million of equity

George Weston Ltd. subscribed for

an additional $200 million of equity

Balance is held by Loblaw

($000’s)Unaudited

As at September 30, 2013

Transferor Notes $1,940,000

Debentures $600,000

Class C LP Units $925,000

Total Debt & Class C LP Units $3,465,000

Equity $3,592,878

Enterprise Value $7,057,878

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Capital Structure – Cont’d

Choice Properties’ current capital structure provides capacity for growth

$000's (Unaudited) Q3 2013Total assets 7,173,813$                     Debt to total assets  49.4%Debt service coverage  3.3xDebt to Earnings Before Interest, Taxes, Depreciation, and Amortization  7.7xIndebtedness ‐ weighted average term to maturity 7.8 yearsIndebtedness ‐ weighted average interest rate 3.85%Indebtedness ‐ % at fixed interest rates 100%

Note: Debt ratios and Indebtedness measures include Class C LP Units

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“BBB”Investment Grade Rating

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Conservative Balance Sheet and Investment Grade Rating

Debt Maturity & Class C LP Unit Redemption Dates1 ($ millions)

* Note: Class C LP units are redeemable by Loblaw beginning in 2027. REIT has the option to settle in cash or Class B LP units

3.3x debt service coverage ratioApprox. 50% Consolidated Debt and Class C LP Units to Aggregate Adjusted AssetsStaggered debt maturity profile100% unsecured debtUndrawn 5-year $500 million unsecured revolving credit facility

050

100150200250300350400

90

350300

200 200

300

200

300

400

200

300 300325

Transferor Notes Debentures Class C LP Units

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confidential 20

Compliance

1. Class C LP Units are equity and are treated as such in the revolver but are included in the calculation of leverage in the Debentures and Transferor Notes

2. Aggregate Assets are adjusted by using a capitalization smoothing factor of the 8 most recent quarters. Initially, 4 quarters of history will be deemed based on the Cushman & Wakefield implied cap rate of 6.16% as disclosed in the Prospectus

As at Q3 2013 Unsecured Debenture

TransferorNotes Compliance - Bonds

Leverage Test 1Cons. Indebtedness to Aggregate Assets

<= 65%

Incurrence49% 2

Debt Service Coverage TestConsolidated EBITDA to Debt Service

>= 1.50x

Maintenance3.3x

Equity Maintenance TestUnit holder equity -- --

Unencumbered Asset Value TestUnencumbered Assets to Unsecured Indebtedness

>= 1.50x

Maintenance2.8x

Secured Indebtedness TestCons. Secured Indebtedness to Aggregate Assets

<= 40%Incurrence

0%

Maximum Payout TestRestricted payments -- --

Choice Properties is compliant with the investment policies and operating guidelines set out in the Declaration of Trust, with the specified investment flow-through (SIFT) tax rules, and with the financial covenants in each of its debt agreements as shown below:

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Experienced Board Of TrusteesTrustees Position/Title Independent Committees Principal Occupation

Galen G. WestonOntario, Canada Chair No — Executive Chairman, Loblaw

Christie J.B. ClarkOntario, Canada Trustee Yes Governance, Compensation

and Nominating Committee Corporate Director

Graeme EadieOntario, Canada Trustee Yes Audit Committee

Senior Vice President, Head of Real Estate Investments for Canada Pension Plan Investment Board

Michelle FelmanConnecticut, United States

Trustee Yes Governance, Compensation and Nominating Committee Consultant, Vornado Realty Trust

Michael P. KittOntario, Canada Trustee Yes

Audit Committee Governance, Compensation and

Nominating Committee

Executive Vice President, Canada for Oxford Properties Group

Daniel F. SullivanOntario, Canada

LeadTrustee Yes

Governance, Compensation and Nominating Committee

(Chair)Corporate Director

Paul R. WeissOntario, Canada Trustee Yes Audit Committee (Chair) Corporate Director

Kerry D. AdamsOntario, Canada Trustee Yes

Audit Committee Governance, Compensation and

Nominating Committee

President, K. Adams and Associates Limited

John MorrisonOntario, Canada

Trustee, President and Chief Executive Officer No — President and Chief Executive Officer

of Choice Properties

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Chief Operating Officer

Management

President & CEOJohn Morrison

Chief Financial OfficerBart Munn CA

Jane Marshall

Over 30 years experience in Real EstateFormer President and CEO, Primaris REIT and President, Real Estate Management, Oxford Properties Group

Over 30 years experience in Real Estate

Former CFO, Calloway REIT and Vice President, CFO, Morguard

20 years experience as an executive in Loblaw’s Real Estate division

Former Executive Vice President Loblaw Properties & Business Strategy

18

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Summary

Solid Q3 2013 financial and operating results that are in line with plan

Acquisition and development programs have commenced

Large, diversified national commercial property portfolio

Future growth opportunities

Investment grade major tenant with highly valuable brands in a stable industry

Outstanding leasing profile

Strong balance sheet, investment grade ratings

Experienced, internal management team, strong Board of Trustees, continuity of operational resources

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