4SEP201504095476 - Tax Interpretations · LETTER TO NPR UNITHOLDERS Dear Fellow Unitholder: ......

4SEP201504095476

3SEP201501314213 3SEP201501313317

3SEP201501320571 3SEP201501314888

3SEP201501315853 3SEP201501314707

SELECTION OF PROPERTIES TO BE ACQUIRED FROM TRUE NORTH APARTMENTREAL ESTATE INVESTMENT TRUST

444 Victoria Road N, Guelph, Ontario 294 Chandler Drive, Kitchener, Ontario

1 Rosemount Drive, Toronto, Ontario 740-758 Kipps Lane, London, Ontario

190 Nonquon Road, Oshawa, Ontario 590 & 600 Columbia Boulevard W, Lethbridge,Alberta

YOUR VOTE IS IMPORTANT. VOTE YOUR BLUE PROXY IN FAVOUR OF THE CONTEMPLATED TRANSACTIONS.If you have any questions or need assistance completing your BLUE form of proxy or voting instruction form, please call

Kingsdale Shareholder Services toll-free 1.877.657.5859 or 416.867.2272 outside of North America or [email protected].

LETTER TO NPR UNITHOLDERS

Dear Fellow Unitholder:

Northern Property Real Estate Investment Trust (‘‘NPR’’ or the ‘‘REIT’’) has entered into a series oftransactions that will position NPR to continue to deliver profitable growth to unitholders, with reduced risk, byacquiring approximately 14,000 multi-family suites, principally in Central and Eastern Canada. This furthers theREIT’s strategy since its initial public offering of expanding its platform into new markets with growth potential.By seizing this unique opportunity to acquire sizeable multi-family portfolios and developing a strategicrelationship with one of the largest private Canadian multi-family real estate investors, NPR will enable growth,diversify geographically thereby reducing portfolio risk from high exposure to resource oriented markets, andsignificantly enhance its ability to continue delivering sustainable and growing distributions to unitholders. Postclosing, NPR will be renamed Northview Apartment REIT (‘‘Northview’’).

Northview will enjoy a substantially greater range of opportunities for organic and external growth. Thisnatural evolution should better position Northview for continued strong financial performance, increaseunitholder liquidity and provide greater stability as a truly national Canadian REIT.

Transaction Overview

As more particularly described in the accompanying management information circular, NPR has reached anagreement to add approximately 14,000 multi-family residential suites through a series of transactions with TrueNorth Apartment Real Estate Investment Trust (‘‘True North’’), affiliates of Starlight Investments Ltd.(‘‘Starlight’’) and affiliates of the Public Sector Pension Investment Board (‘‘PSP’’). NPR will acquire all ofTrue North’s assets and property pursuant to a plan of arrangement under the Business Corporations Act(Alberta) (the ‘‘Arrangement’’). In exchange, each unitholder of True North (‘‘True North OrdinaryUnitholder’’) will receive 0.3908 trust units of NPR (‘‘NPR Ordinary Units’’) for each True North Ordinary Unitthey hold. On closing, former True North Ordinary Unitholders will own approximately 25.0% of Northview on afully-diluted basis.

As part of these transactions, NPR has also agreed to acquire certain additional properties from a jointventure between affiliates of Starlight and PSP, as well as from affiliates of Starlight directly, in consideration foran aggregate purchase price of $535 million to be paid by a combination of $316 million in cash, $49 million ofassumed mortgages, the issuance to the vendors of approximately 5.1 million NPR Ordinary Units, and theissuance to the vendors of approximately 2.3 million Class B limited partnership units (the ‘‘PortfolioAcquisition’’ and, together with the Arrangement, the ‘‘Contemplated Transactions’’).

Transaction Rationale: Continue to Deliver Profitable Growth to Unitholders and Reduce Risk

NPR has a long and successful track record of delivering strong investment returns to unitholders. This hasbeen achieved through proactive management to maximize financial performance and through the successfulimplementation of its strategy over the years to broaden its geographic footprint into new markets asopportunities have arisen. The Contemplated Transactions are consistent with that successful strategy.

From NPR’s inception in May 2002, NPR focused on northern markets with attractive fundamentals andwhere it had an existing presence and enjoyed strong market positions. In order to reduce its concentration riskand take advantage of growth opportunities elsewhere, during 2003/2004 the REIT began expandinggeographically by acquiring properties in Eastern Canada (Newfoundland and Labrador), followed later byexpansions into select secondary markets in British Columbia, Alberta, Saskatchewan and Quebec. While thisstrategy delivered strong results, the opportunity for further portfolio growth through acquisitions anddevelopments in these regions has become limited due to NPR’s high market penetration. In addition, a numberof these markets are located in areas with a high degree of economic dependency on resource orientedindustries, such as oil and gas.

Without further geographic expansion, NPR will be challenged to reduce the inherent risks associated withportfolio concentration, particularly as they relate to markets that are heavily exposed to oil, gas or othercommodities. These risks include considerable volatility in portfolio occupancy and rental rates. In addition,

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opportunities for creating value and delivering Funds from Operations (‘‘FFO’’) per unit growth would belimited primarily to NPR’s existing footprint.

The transactions with True North, Starlight and affiliates of PSP enable NPR to diversify and expand itsportfolio by approximately 14,000 multi-family suites in attractive markets, all at once. Achieving a similarcritical mass of suites in new markets on an asset-by-asset basis could take many years to achieve, particularlygiven the challenges associated with acquiring properties in Canada’s highly fragmented multi-family market.The opportunity to diversify and expand through an acquisition of a portfolio of this size and quality exists today.By acting on this opportunity, NPR can create additional value and deliver growth for unitholders that is limitedunder its existing platform.

As part of the Board and management’s ongoing review of NPR’s strategy, they have carefully reviewed anumber of opportunities for geographic expansion through sizeable potential multi-family acquisitions in recentyears. Following an extensive review and thorough due diligence process, NPR’s Board and Management haveconcluded that the portfolios being acquired in the Contemplated Transactions are by far the most attractiveopportunity for NPR.

Benefits to NPR Unitholders: New Growth Markets, Excellent Properties, Strong Strategic Partners andReduced Risk

The Contemplated Transactions accelerate NPR’s market expansion strategy and provide a number of othercompelling benefits to NPR unitholders:

• Expanded field of opportunity — With a significantly expanded portfolio in new markets characterized byexpanding populations, growing economies, high occupancy levels and rising rents, Northview will have agreatly enhanced ability to increase profitability and cash distributions over time. Management willdeploy its expertise, as it does in NPR’s existing portfolio, to maximize property performance andgenerate growth in same-door net operating income through its proven renovation and repositioningprograms. With a substantially larger operating platform in many high growth markets, Northview willactively look to expand its development program, building new, contemporary multi-family complexes inselect markets in Central and Eastern Canada, as NPR already does successfully in Western andNorthern Canada.

• High-quality multi-family portfolios — Before entering into these transactions, NPR’s managementconducted a rigorous and comprehensive review of the properties to be acquired. NPR’s executivemanagement team personally visited more than 80% of the properties, and an extensive due diligenceprocess was undertaken by NPR in accordance with its investment policies, including a review of thirdparty-prepared structural and environmental reports, independent appraisals and detailed reviews ofhistorical financial data and budgets for each property.

The existing owners have invested approximately $120 million to renovate and improve the propertiessince 2012, greatly improving their physical appearance, attractiveness to tenants and enhancing theirphysical and structural attributes. The quality of the properties is underscored by the current occupancyrate of approximately 96.3%. Unitholders are encouraged to view more information about the propertyportfolios at www.NorthviewREIT.com.

• Portfolio diversification — Upon completion of the transactions, Northview’s portfolio will be diversifiedacross more than 60 Canadian markets located in eight provinces and two territories, proportionatelyreducing NPR’s overall relative exposure to resource oriented markets and the impact that the volatilityof occupancy and rental rates in those markets may have on Northview’s financial performance.

• Financial strength — These acquisitions provide a near-term opportunity to grow FFO per unit as theportfolios are integrated. Further, management believes a more diversified portfolio should contribute toenhanced stability in financial results, and should allow Northview’s unit price to better reflect itsfinancial performance over time. Northview will continue to have a low target FFO payout ratio of under70% as NPR does today, with the potential to increase distributions as FFO per unit grows.

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Northview will internalize the property asset management functions of the acquired portfolios over thenext 12-36 months. A Transitional Service Agreement with Starlight will provide Northview with the assetmanagement continuity to facilitate a systematic, orderly transition of these functions during that period.

To complete these transactions, NPR is adopting a temporarily increased leverage position with a plan toreduce leverage over the medium term. NPR has traditionally maintained a more conservative leveragelevel, reflecting the nature of the properties it owns and the inherent operational volatility of its smaller,secondary markets. With these transactions, Northview will own a significantly larger and morediversified portfolio that management believes can support higher leverage. While the initially increasedleverage is manageable, Northview fully intends to reduce its overall consolidated leverage via a variety offocused strategies including organic growth, the selective sale of non-core assets, as well as potentiallyaccessing capital markets at an appropriate time in the future. Management does not believe it will needto access capital markets in the near term.

• Near-term prospects for growth — Near-term opportunities for growth in the portfolios to be acquiredinclude synergies from the internalization of property management, continued execution of high-endrenovation and sub-metering programs, increasing rents on tenant turnover, approved above guidelineincreases for rent in properties that have completed significant capital improvements and occupancyimprovements in certain regions where current occupancy is below market vacancy rates.

• New strategic partner and potential acquisition pipeline — Northview will benefit from a uniquerelationship with a new strategic partner. Mr. Daniel Drimmer, principal of Starlight, through affiliatedentities will own approximately $174 million in Class B limited partnership units and units of Northviewrepresenting an effective interest of 14.5% in Northview, and will join the Northview Board.

Mr. Drimmer is a proven real estate investor who has considerable experience and expertise in sourcingacquisitions in Canada and upgrading multi-family properties and is making a long-term commitment toNorthview as a result of a shared belief in Northview’s vision and potential. The fact that Mr. Drimmerwill hold a significant equity position in Northview demonstrates his conviction as to Northview’sprospects and aligns his interests with those of other unitholders of the REIT. Management believes thatthe relationship with Mr. Drimmer and Starlight will provide the opportunity to access and considerfurther residential acquisition opportunities. Following these transactions, Mr. Drimmer throughaffiliates will continue to hold interests in approximately 12,000 multi-family suites in Canada that couldbe considered as part of future transactions.

• Strengthened management team — NPR’s experienced management team will be also bolstered by theaddition of Mr. Leslie Veiner, President and Chief Executive Officer of True North since 2012, as ChiefOperating Officer of Northview. In addition to strengthening an incumbent management team with aproven track record of value creation, Mr. Veiner’s addition will support the integration of the TrueNorth and institutional portfolio properties.

After careful consideration, NPR’s experienced Board of Trustees has unanimously determined that theContemplated Transactions are in the best interests of NPR and will be voting their respective units IN FAVOURof these transactions.

The Board’s recommendation has been supported by two fairness opinions that the consideration to be paidpursuant to the Contemplated Transactions is fair from a financial point of view to NPR Unitholders fromScotiabank, NPR’s financial advisor, and Salman Partners, NPR’s independent financial advisor.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDSTHAT UNITHOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS APPROVING THE

CONTEMPLATED TRANSACTIONS.

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Additional Transaction Details

In the aggregate, the Contemplated Transactions will result in up to approximately 21.6 millionNPR Ordinary Units being issued (including NPR Ordinary Units issuable on exchange of Class B limitedpartnership units of subsidiary partnerships of NPR issued pursuant to the Contemplated Transactions).

To be effective, the issuance of the NPR Ordinary Units and the special voting units of NPR accompanyingthe NPR Class B limited partnership units pursuant to the Contemplated Transactions must be approved by anordinary resolution (the ‘‘Transaction Resolution’’) passed by not less than 50% of the votes cast on theTransaction Resolution by the voting units of NPR present in person or by proxy at the Meeting.

Unitholders are also encouraged to review the property portfolio and other transaction documents atwww.NorthviewREIT.com.

Your Vote is Important.

You have the opportunity to position your REIT to deliver sustainable and growing value.

You are invited to attend a special meeting of unitholders of NPR to be held on Wednesday October 14,2015 at 11:00 a.m. (Mountain Daylight Time) at the Calgary Marriott Downtown, 110 9th Avenue SE, Calgary,Alberta (the ‘‘Meeting’’). Please carefully read the contents of this letter and circular and then vote your BLUEproxy IN FAVOUR of the Plan of Arrangement, well in advance of the proxy voting deadline of 11:00 a.m.(Mountain Daylight Time)/1:00 p.m. (Eastern Daylight Time) on Friday October 9, 2015 or 48 hours priorto any adjournment or postponement of the Meeting. If you require further information or assistancecompleting and submitting your proxy, please contact NPR’s proxy solicitation agent, Kingsdale ShareholderServices, by calling toll-free 1.877.657.5859 or 416.867.2272 outside of North America or by email [email protected].

Subject to obtaining all required approvals and satisfying all required conditions, the ContemplatedTransactions are expected to close on or about October 31, 2015.

DATED at Calgary, Alberta this 4th day of September, 2015.

BY ORDER OF THE BOARD OF TRUSTEES

(signed) Douglas H. MitchellDouglas H. Mitchell, CM, AOE, QCChairman

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9APR200603071026

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

FOR A SPECIAL MEETING TO BE HELD ON WEDNESDAYOCTOBER 14, 2015

of

NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST

with respect to the proposed transactions

involving, among others,

TRUE NORTH APARTMENT REAL ESTATE INVESTMENT TRUST

and

STARLIGHT INVESTMENTS LTD.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDSTHAT UNITHOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS APPROVING

THE CONTEMPLATED TRANSACTIONS

YOUR VOTE IS IMPORTANT. VOTE YOUR BLUE PROXY IN FAVOUR OF THE CONTEMPLATEDTRANSACTIONS BY 11:00 AM (MDT)/1:00 PM (EDT) ON FRIDAY, OCTOBER 9, 2015. If you have anyquestions about the information contained in this document or require assistance submitting your vote, pleasecontact your professional advisor or Kingsdale Shareholder Services, our proxy solicitation agent, by callingtoll-free 1.877.657.5859 or 416.867.2272 outside North America or by email [email protected].

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VOTING INSTRUCTIONS

NPR UNITHOLDERS CAN SUPPORT NPR BY VOTING IN FAVOUR OF THE CONTEMPLATEDTRANSACTIONS

TO BE COUNTED BLUE PROXIES MUST BE RECEIVED NO LATER THAN 11:00 A.M. (MOUNTAINDAYLIGHT TIME)/1:00 P.M. (EASTERN DAYLIGHT TIME) ON FRIDAY, OCTOBER 9, 2015

In order to ensure that your BLUE proxy is received in time for the Meeting to be held on Wednesday,October 14, 2015, we recommend that you vote in the following ways as soon as possible.

Registered NPR Voting Unitholders or Canadian non-objecting beneficial owner (‘‘NOBO’’)

If you are a registered NPR Voting Unitholder or a Canadian NOBO unitholder:

• IN PERSON: A registered unitholder can attend the Meeting and register with the transfer agent,Computershare, upon your arrival. Do not fill out and return your BLUE form of proxy if you intend tovote in person at the Meeting.

• INTERNET: Go to www.investorvote.com and enter the 15-digit control number printed on the BLUEform of proxy or voting instruction form and follow the instructions on the screen.

• TELEPHONE: For registered unitholders, call 1.866.732.8683 (toll-free in North America) and followthe instructions. For Canadian NOBO unitholders, call 1.866.734.8683 and follow the instructions. Youwill need your 15-digit control number. Follow the interactive voice recording instructions to submityour vote.

• FAX: Complete, sign and date your BLUE form of proxy or voting instruction form and send it by fax to1.866.249.7775 (toll-free in North America) or 416.263.9524 (outside North America).

• MAIL: Enter voting instructions, sign the BLUE form of proxy or voting instruction form and send yourcompleted BLUE form of proxy or voting instruction form to Computershare.

Non-Registered NPR Unitholders

If you are a Non-Registered NPR Unitholder (other than a Canadian NOBO and if your NPR Units areheld in an account in the name of a nominee), vote by following the instructions below.

Canadian objecting beneficial owner (‘‘OBO’’), US NOBO, or US OBO:

• INTERNET: Go to www.proxyvote.com, enter the 16-digit control number printed on the BLUE votinginstruction form and follow the instructions on the screen.

• TELEPHONE: Call the toll-free number printed on your BLUE voting instruction form and follow theinstructions. You will need your 16-digit control number.

• MAIL: Complete and mail the BLUE voting instruction form to Broadridge to ensure that your vote isreceived before the deadline.

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TABLE OF CONTENTS

Page

Letter to NPR Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

Voting Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

Notice of Special Meeting of Unitholders of Northern Property Real Estate Investment Trust . . . . . . . ix

Management Information Circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Questions and Answers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

The Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

The Contemplated Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Benefits of the Contemplated Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Conditions to the Contemplated Transactions Becoming Effective . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Information Concerning Northview (the Renamed NPR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

NPR Ordinary Units and Market Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Non-GAAP and Additional GAAP Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Authorized Capital, Voting Securities and Principal Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Particulars of Matters to be Acted Upon at the Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Approval of NPR Ordinary Units in connection with the Contemplated Transactions . . . . . . . . . . . . 20

Transaction Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Summary of the Material Elements of the Contemplated Transactions . . . . . . . . . . . . . . . . . . . . . . 20

The Contemplated Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Recommendations of the NPR Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Rationale for and Benefits of the Contemplated Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Scotiabank Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Salman Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Competition Law Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Certain Canadian Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Summary of the Material Transaction Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Compliance with Significant Acquisitions and Significant Probable Acquisitions Rules . . . . . . . . . 77

Setting the Number of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Other Matters to be Acted Upon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Information Concerning NPR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

Information Concerning True North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Information Concerning the Institutional Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

Information Concerning Northview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

vii

Page

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

Interest of Related Insiders in Material Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

Interest of Insiders in Matters to be Acted Upon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

Approval of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

Consent of Scotia Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

Consent of Salman Partners Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

SCHEDULE ‘‘A’’ — FORM OF RESOLUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

SCHEDULE ‘‘B’’ — FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

SCHEDULE ‘‘C’’ — GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

SCHEDULE ‘‘D’’ — SCOTIABANK FAIRNESS OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

SCHEDULE ‘‘E’’ — SALMAN FAIRNESS OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

SCHEDULE ‘‘F’’ — POST-CLOSING ORGANIZATIONAL CHART . . . . . . . . . . . . . . . . . . . . . . . . F-1

viii

NOTICE OF SPECIAL MEETING OF UNITHOLDERS OFNORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST

The Special Meeting (the ‘‘Meeting’’) of the holders of ordinary trust units and special voting units(‘‘NPR Voting Unitholders’’) of Northern Property Real Estate Investment Trust (‘‘NPR’’) will be held onWednesday, October 14, 2015 at the Calgary Marriott Downtown Hotel, 110 9th Avenue SE, Calgary, Alberta at11:00 a.m. (Mountain Daylight Time) to:

1. consider and, if deemed fit, approve an ordinary resolution to issue up to 21,636,506 trust units of NPR(‘‘NPR Ordinary Units’’) (which includes NPR Ordinary Units issuable on exchange of exchangeablelimited partnership units of subsidiary partnerships of NPR issued pursuant to the transactionsdescribed in the information circular and the special voting units of NPR attached thereto) inconnection with the acquisition of: (i) all of the assets and properties of True North Apartment RealEstate Investment Trust; and (ii) certain multi-family real estate assets from a joint venture of affiliatesof Starlight Investments Ltd. and Public Sector Pension Investment Board, as well as from affiliates ofStarlight Investments Ltd. itself, all as more fully described in the Circular;

2. set the number of trustees of NPR at nine; and

3. transact such other business as may properly be brought before the Meeting or any adjournmentthereof.

Only NPR Voting Unitholders of record at the close of business on September 4, 2015 are entitled to vote atthe Meeting or any adjournment or postponement.

Your vote is important to us, regardless of the number of units you hold. You should vote by following theinstructions in the BLUE Voting Instruction Form or Proxy which accompanies this notice.

If you are a registered NPR Voting Unitholder and are unable to attend the Meeting in person, you arerequested to date and sign the enclosed BLUE proxy and return it in the envelope provided so that it is receivedby NPR’s transfer agent, Computershare Trust Company of Canada, at 100 University Avenue, 8th Floor,Toronto, Ontario M5J 2Y1, no later than 11:00 a.m. Mountain Daylight Time)/1:00 p.m. (Eastern DaylightTime) on Friday, October 9, 2015.

If you are a non-registered NPR Voting Unitholder and receive materials concerning the Meeting throughyour broker or other intermediary, please complete and return the materials in accordance with the instructionsprovided to you by your broker or intermediary.

If you have any questions or need assistance to vote, please contact Kingsdale, NPR’s proxy solicitationagent in connection with the Meeting, toll-free in North America at 1.877.657.5859 or 416.867.2272 outside ofNorth America or by email at [email protected].

DATED this 4th day of September, 2015.

BY ORDER OF THE TRUSTEES


ix

MANAGEMENT INFORMATION CIRCULAR

Capitalized words and terms used in this Circular but not otherwise defined have the meanings set forth inthe glossary attached as Schedule ‘‘C’’ to this Circular.

This Circular is dated September 4, 2015. Unless otherwise stated, information in this Circular is as ofSeptember 4, 2015.

QUESTIONS AND ANSWERS

The following are some questions that you, as an NPR Voting Unitholder, may have relating to the Meetingand the answers to those questions. These questions and answers do not provide all the information relating tothe Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the moredetailed information contained elsewhere in this Circular. NPR Voting Unitholders are urged to read thisCircular in its entirety before making a decision related to your NPR Units.

Q: When and where is the Meeting?

A: The Meeting will be held at the Calgary Marriott Downtown Hotel, 110 9th Avenue SE, Calgary, Alberta at11:00 a.m. (Mountain Daylight Time) on Wednesday, October 14, 2015.

Q: What is this document?

A: This Circular is being sent to you in connection with the Meeting. This Circular provides information aboutthe business of the Meeting, the Contemplated Transactions, True North and the Institutional Portfolio.

Q: Who is voting at the Meeting?

A: NPR Voting Unitholders will vote together as one class. As of the close of business on the record date(September 4, 2015), there are 31,694,190 NPR Ordinary Units and 67,796 NPR Special Voting Unitsissued and outstanding and eligible to vote for the purposes of the Meeting.

Q: What am I voting on?

A: At the Meeting, NPR Voting Unitholders will be asked to pass the Transaction Resolution approving theissuance of up to 21,636,506 NPR Units (including NPR Ordinary Units issuable on exchange of Class BLP Units issued pursuant to the Contemplated Transactions) in connection with: (i) NPR acquiring all ofthe assets and properties of True North; and (ii) NPR acquiring the Institutional Portfolio.

Pursuant to the Contemplated Transactions, NPR will add a total of 8,908 multi-family suites in Ontario,Quebec, New Brunswick, Nova Scotia and Alberta by acquiring all of True North’s right, title and interest inits properties. As consideration, each True North Ordinary Unitholder will receive 0.3908 NPR OrdinaryUnits for each True North Ordinary Unit they hold.

NPR will also acquire the Institutional Portfolio, comprised of 4,650 multi-family suites, for an aggregatepurchase price of $535 million, to be paid by a combination of $316 million cash, $49 million of assumedmortgages, the issuance to the Vendors of approximately 5.1 million NPR Ordinary Units valued at $23.03per NPR Ordinary Unit, and the issuance to the Vendors of approximately 2.3 million Class B LP Units tobe directly or indirectly wholly owned and controlled by NPR, valued at $23.03 per Class B LP Unit.

If the Transaction Resolution is approved, upon completion of the Contemplated Transactions, NPR willown all of the assets of True North. Former True North Ordinary Unitholders, excluding Daniel Drimmerand his affiliates, will own approximately 14.9% of Northview; the Vendors of the Institutional Portfolio,excluding Daniel Drimmer and his affiliates, will own approximately 9.8% of Northview; and DanielDrimmer through affiliates will own 14.5% of Northview, each immediately following the Closing. The fulltext of the Transaction Resolution is set out in Schedule ‘‘A’’ to this Circular.



1

There is another ancillary matter to be considered at the Meeting, namely setting the authorized number ofTrustees at nine.

NPR will proceed with the Contemplated Transactions if approval of the Trustee Resolution is not obtained.

Q: What are the potential benefits of the Contemplated Transactions?

A: NPR considers that the main benefits of the Contemplated Transactions are that they diversify NPR’sportfolio geographically, thereby reducing its exposure to resource oriented markets and contribute to thepotential for profitable growth and increasing distributions through:

• Expanded field of opportunity: With a significantly enhanced portfolio in new markets characterized byexpanding populations, growing economies, high occupancy levels and rising rents, Northview will have agreatly enhanced ability to increase profitability and cash distributions over time.

• High quality multi-family portfolios: NPR conducted a rigorous and comprehensive review of theportfolios to be acquired, including property visits and third party appraisals, and detailed reviews ofhistorical financial data and budgets for each property. Since 2012, $120 million has been invested torenovate and improve these properties, and they currently enjoy a 96.3% occupancy rate.

• Portfolio diversification: Upon completion of the transactions, Northview’s portfolio will be diversifiedacross more than 60 Canadian markets located in eight provinces and two territories, proportionatelyreducing NPR’s overall relative exposure to resource oriented markets and the impact that the volatilityof occupancy and rental rates in those markets may have on Northview’s financial performance.

• Financial strength: These acquisitions provide a near-term opportunity to grow FFO per unit and willdiversify Northview’s portfolio. Further, management believes a more diversified portfolio shouldcontribute to enhanced stability in financial results, and should allow Northview’s unit price to betterreflect its financial performance over time. Northview will continue to have a low target FFO payout ratioof approximately 70% as NPR does today, with the potential to increase distributions as FFO perunit grows.

• Near-term prospects for growth: Near-term opportunities for growth in the portfolios to be acquiredinclude synergies from the internalization of property management, continued execution of high-endrenovation and sub-metering programs, increasing rents on tenant turnover, approved above guidelineincreases for rent in properties that have completed significant capital improvements and occupancyimprovements in certain regions where current occupancy is below market vacancy rates.

• New strategic partner and potential acquisition pipeline: Following the transactions, Northview willbenefit from a unique relationship with a new strategic partner. Mr. Daniel Drimmer, the principal ofStarlight, will own through affiliated entities approximately 14.5% in Northview and will join theNorthview Board. Mr. Drimmer and Starlight are proven real estate investors. Management believes thatthe relationship with Mr. Drimmer and Starlight will provide the opportunity to access and considerfurther multi-family acquisition opportunities. Following these transactions, Mr. Drimmer throughaffiliates will still hold interests in approximately 12,000 multi-family suites in Canada that could beconsidered as part of future transactions.

• Strengthened management team: NPR’s experienced management team will be also bolstered by theaddition of Mr. Leslie Veiner, President and Chief Executive Officer of True North since 2012, as ChiefOperating Officer of Northview. In addition to strengthening an incumbent management team with aproven track record of value creation, Mr. Veiner’s addition will support the integration of the TrueNorth and institutional portfolio properties.



2

Q: Does the NPR Board support the Contemplated Transactions?

A: Yes.

After considering a number of factors as described in the Circular, including fairness opinions provided byScotiabank and Salman, the NPR Board unanimously concluded that the Contemplated Transactions are inthe best interests of NPR, and recommends that NPR Voting Unitholders vote IN FAVOUR of theTransaction Resolution.

Q: Has NPR received fairness opinions in connection with the Contemplated Transactions?

A: Yes. Scotiabank and Salman each provided separate fairness opinions, dated August 9, 2015, that, basedupon and subject to the assumptions, limitations and qualifications set forth in their respective fairnessopinions, the consideration to be paid pursuant to the Contemplated Transactions is fair, from a financialpoint of view, to NPR Unitholders. The full text of the fairness opinions can be found at Schedules ‘‘D’’and ‘‘E’’ to this Circular.

Q: Are any NPR Voting Unitholders voting IN FAVOUR of the Contemplated Transactions?

A: Each of the trustees and officers of NPR intends to vote any NPR Units he or she holds IN FAVOUR of theTransaction Resolution. Collectively, the trustees and officers of NPR hold approximately 0.5% of theNPR Units.

Q: What is the approval level required to pass the necessary resolutions?

A: Each resolution to be considered at the Meeting must be passed by at least 50% of the votes cast on suchresolution by the NPR Voting Unitholders present in person or represented by proxy at the Meeting.

Q: When do I have to vote my NPR Units by?

A: Proxies must be received no later than 11:00 a.m. (Mountain Daylight Time)/1:00 p.m. (Eastern DaylightTime) on Friday, October 9, 2015 or, in the event that the Meeting is adjourned or postponed, not less than48 hours (excluding Saturdays, Sundays and holidays) prior to such adjourned or postponed meeting. Thetime limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or herdiscretion without notice.

The voting process is different depending on whether you are a registered or non-registeredunitholder. See the accompanying BLUE Voting Instruction Form or Proxy.

You are a registered unitholder if your name appears on your unit certificate.

You are a non-registered unitholder if your bank, trust company, securities broker, trustee or otherfinancial institution holds your NPR Ordinary Units (your nominee). This means the NPR OrdinaryUnits are registered in your nominee’s name and you are the beneficial unitholder.

Be sure to follow the appropriate voting procedure carefully.

Q: How can I vote if I am a Registered Unitholder or a Canadian NOBO (Non-Objecting BeneficialOwner) Unitholder?

A: Registered Unitholders and Canadian NOBO Unitholders can vote in one of the following ways:

In Person . . . . . . . . . If you are a Registered Unitholder, you can attend the Meeting and register withthe transfer agent, Computershare, upon your arrival. Do not fill out and returnyour BLUE Proxy if you intend to vote in person at the Meeting.



3

Internet . . . . . . . . . . Go to www.investorvote.com. Enter the 15-digit control number printed on theBLUE Proxy or voting instruction form and follow the instructions on screen.

Phone . . . . . . . . . . . For Registered Unitholders call 1.866.732.8683 (toll-free in North America) andfollow the instructions.

For Canadian NOBO Unitholders call 1.866.734.8683 and follow theinstructions.

You will need to enter your 15-digit control number. Follow the interactive voicerecording instructions to submit your vote.

Fax . . . . . . . . . . . . . 1.866.249.7775 (toll-free in North America) or 416.263.9524 (outside NorthAmerica)

Mail . . . . . . . . . . . . Enter voting instructions, sign the BLUE Proxy or voting instruction form andsend your completed BLUE Proxy or voting instruction form to:

Computershare Trust Company of CanadaAttention: Proxy Department100 University Avenue, 8th FloorToronto, Ontario M5J 2Y1

Questions? . . . . . . . . Call Kingsdale Shareholder Services at 1.877.657.5859 (toll-free within NorthAmerica) or 416.867.2272 (collect call outside North America) or [email protected].

Q: Am I a Non-Registered (or beneficial) NPR Unitholder?

A: You are a ‘‘Non-Registered NPR Unitholder’’ if your NPR Units are held in an account in the name of anominee (i.e., a bank, trust company, securities broker or other financial institution).

Q: How can a Non-Registered (other than a Canadian NOBO) Unitholder vote?

If you are a Canadian OBO, US NOBO or US OBO, you are requested to complete and return the BLUEVoting Instruction Form to Broadridge by mail. Alternatively, you can call the toll-free telephone numberprinted on your BLUE Voting Instruction Form or access Broadridge’s dedicated voting website atwww.proxyvote.com and enter your 16-digit control number to deliver your voting instructions.

If your NPR Units are not registered in your name but are held in the name of a nominee, your nominee isrequired to seek your instructions as to how to vote your NPR Units. Your nominee will have provided youwith a package of information, including the Circular and either a BLUE Voting Instruction Form or, lesstypically, a signed BLUE Proxy. Carefully follow the instructions accompanying the BLUE VotingInstruction Form or BLUE Proxy.

Q: When will the Contemplated Transactions become effective?

A: Subject to obtaining Court approval and satisfaction or waiver of all other conditions specified in theAmended and Restated Arrangement Agreement and Conditional Purchase Agreements, if NPR VotingUnitholders approve the Transaction Resolution and the True North Unitholder Approval is obtained, it isanticipated that the Contemplated Transactions will be completed on or about October 31, 2015.



4

Q: Are there risks I should consider in deciding whether to vote IN FAVOUR of the NPR Resolutions?

A: Yes. There are a number of risks you should consider in connection with the Contemplated Transactions,which are described in this Circular under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Risk Factors’’.

Q: Is the completion of the Contemplated Transactions subject to any other conditions?

A: Yes. In addition to the approval of the Transaction Resolution by NPR Voting Unitholders, completion ofthe Contemplated Transactions requires True North Unitholder Approval, the approval of the Plan ofArrangement by the Court, the approval of the Exchange, the required Competition Act Approvals, and theother conditions specified in the Amended and Restated Arrangement Agreement (including thesatisfaction or waiver of the closing conditions of the Portfolio Acquisition) and in the Conditional PurchaseAgreements.

Q: Who is soliciting my proxy?

A: Management of NPR is soliciting your proxy with respect to matters to be considered at the Meeting.Solicitation of proxies will be done primarily by mail, supplemented by telephone or other means of contact,and all of the costs associated with such solicitations will be paid by NPR. NPR has retained Kingsdale toact as a proxy solicitation agent in connection with the Meeting. If you have any questions, please contactKingsdale toll-free in North America at 1.877.657.5859 or 416.867.2272 outside North America or by emailat [email protected].

Q: Who votes my NPR Units and how will they be voted if I return a BLUE Proxy or a BLUE VotingInstruction Form?

A: By properly completing and returning a BLUE Proxy or BLUE Voting Instruction Form, you areauthorizing the person(s) named in the Proxy or Voting Instruction Form to attend the Meeting and voteyour NPR Units.

The NPR Units represented by your BLUE Proxy or BLUE Voting Instruction Form must be voted inaccordance with your instructions. If you properly complete and return your BLUE Proxy or BLUE VotingInstruction Form but do not specify how you wish the votes cast, your NPR Units will be voted as yourproxyholder sees fit. Unless contrary instructions are provided, NPR Units represented by proxies receivedby management will be voted IN FAVOUR of the NPR Resolutions.

Q: Can I revoke a Proxy or Voting Instruction Form?

A: Yes. If you are a registered holder of NPR Units and have given a Proxy, you may revoke it as to any matteron which a vote has not already been cast pursuant to the authority conferred by such Proxy by aninstrument in writing executed by you or by your attorney duly authorized in writing or, if the holder is acorporation, by an officer or attorney thereof duly authorized, and deposited either at the registered officeof NPR at any time up to and including the last Business Day preceding the day of the Meeting or anyadjournment or postponement thereof or with the Chair of the Meeting on the day of the Meeting or anyadjournment or postponement thereof.

If you have given a Voting Instruction Form, please contact your nominee for assistance regarding revokingyour vote.

Q: What if I have other questions?

A: NPR Voting Unitholders who have additional questions about the Meeting, including the procedures forvoting, can contact Kingsdale toll-free in North America at 1.877.657.5859 or 416.867.2272 outside NorthAmerica or by email at [email protected].



5

SUMMARY

The following is a summary of the principal features of the Meeting and the Contemplated Transactions.This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere inthis Circular.

The Meeting

The Meeting will be held on Wednesday, October 14, 2015 at the Calgary Marriott Downtown Hotel, 1109th Avenue SE, Calgary, Alberta at 11:00 a.m. (Mountain Daylight Time). The record date set by NPR fordetermining NPR Voting Unitholders entitled to receive notice of and vote at the Meeting is September 4, 2015.

At the Meeting, NPR Voting Unitholders will be asked to pass the Transaction Resolution. The full text ofthe Transaction Resolution is set out in Schedule ‘‘A’’ to this Circular.

NPR Voting Unitholders will also be asked to approve the Trustee Resolution, setting the number ofTrustees at nine. NPR will proceed with the Contemplated Transactions if approval of the Trustee Resolution isnot obtained.

The Contemplated Transactions

The Arrangement

Pursuant to the Amended and Restated Arrangement Agreement, NPR will add a total of 8,908 multi-family suites in Ontario, Quebec, New Brunswick, Nova Scotia and Alberta by acquiring all of True North’s right,title and interest in and to all of True North’s property in exchange for NPR Ordinary Units. As consideration,each True North Ordinary Unitholder will receive 0.3908 NPR Ordinary Units for each of their True NorthOrdinary Units issued and outstanding.

The Institutional Portfolio Acquisition

Pursuant to the Amended and Restated Arrangement Agreement and the Conditional PurchaseAgreements, subsidiary partnerships of NPR will acquire the Institutional Portfolio for $535 million at a‘‘going-in’’ capitalization rate of 5.5%. The Institutional Portfolio comprises 33 properties with a total of4,650 multi-family suites located in Ontario, New Brunswick and Nova Scotia. The purchase price for theInstitutional Portfolio will be satisfied by a combination of $316 million in cash, approximately $49 million ofassumed mortgages, the issuance to the Vendors of approximately 5.1 million NPR Ordinary Units valued at a$23.03 per NPR Ordinary Unit, and the issuance to the Vendors of approximately 2.3 million of Class BLP Units valued at $23.03 per Class B LP Unit. NPR has obtained a fully-committed $350 million bridge facilityfrom an affiliate of Scotiabank and the Canadian Imperial Bank of Commerce to fund the cash portion of theInstitutional Portfolio purchase price, and intends to replace this financing with long-term mortgages on theInstitutional Portfolio properties over time.

Total NPR Ordinary Units Issuable

Based on the number of True North Ordinary Units, True North Class B LP Units and True NorthDebentures outstanding on September 4, 2015, up to 21,636,506 NPR Units are issuable in connection with theContemplated Transactions (including NPR Ordinary Units issuable on exchange of Class B LP Units issuedpursuant to the Contemplated Transactions and the NPR Special Voting Units attached thereto) representingapproximately 40.6% of the issued and outstanding NPR Ordinary Units as of the Effective Date.



6

Benefits of the Contemplated Transactions

NPR considers that the main benefits of the Contemplated Transactions are that they diversify NPR’sportfolio geographically, thereby reducing its exposure to resource oriented markets and contribute to thepotential for profitable growth and increasing distributions.

• Expanded field of opportunity: With a significantly enhanced portfolio in new markets characterized byexpanding populations, growing economies, high occupancy levels and rising rents, Northview will have agreatly improved ability to increase profitability and cash distributions over time. Management willdeploy its expertise, as it does in NPR’s existing portfolio, to maximize property performance andgenerate growth in same-door net operating income through its proven renovation and repositioningprograms. With a substantially larger operating platform in many high growth markets, Northview willactively look to expand its development program, building new, contemporary multi-family complexes inselect markets in Central and Eastern Canada, as NPR already does successfully in Western andNorthern Canada.

• High quality multi-family portfolios: NPR conducted a rigorous and comprehensive review of theportfolios to be acquired, including property visits and third party appraisals, and detailed reviews ofhistorical financial data and budgets for each property. Since 2012, $120 million has been invested torenovate and improve these properties, and they currently enjoy a 96.3% occupancy rate.

• Portfolio diversification: Upon completion of the transactions, Northview’s portfolio will be diversifiedacross more than 60 Canadian markets located in eight provinces and two territories, proportionatelyreducing NPR’s overall relative exposure to resource oriented markets and the impact that the volatilityof occupancy and rental rates in those markets may have on Northview’s financial performance.

• Financial strength: These acquisitions provide a near-term opportunity to grow FFO per unit as theportfolios are integrated. Opportunities for FFO growth in the portfolios to be acquired can be achievedthrough property management internalization, rent increases obtained as a result of capital investments,and occupancy improvements. Further, management believes a more diversified portfolio shouldcontribute to enhanced stability in financial results, and should allow Northview’s unit price to betterreflect its financial performance over time. Northview will continue to have a low target FFO payout ratioof approximately 70% as NPR does today, with the potential to increase distributions as FFO perunit grows.

• Near-term prospects for growth: Near-term opportunities for growth in the portfolios to be acquiredinclude synergies from the internalization of property management, continued execution of high-endrenovation and sub-metering programs, increasing rents on tenant turnover, approved above guidelineincreases for rent in properties that have completed significant capital improvements and occupancyimprovements in certain regions where current occupancy is below market vacancy rates.

• New strategic partner and potential acquisition pipeline: Following the transactions, Northview willbenefit from a unique relationship with a new strategic partner. Mr. Daniel Drimmer, principal ofStarlight, will own through affiliated entities approximately 14.5% in Northview and will join theNorthview Board. Mr. Drimmer and his affiliates are proven real estate investors. Management believesthat the relationship with Mr. Drimmer and Starlight will provide the opportunity to access further multi-family acquisition opportunities. Following these transactions, Daniel Drimmer through affiliates will stillhold interests in approximately 12,000 multi-family suites that could be considered as part of futuretransactions.



7

Conditions to the Contemplated Transactions Becoming Effective

The completion of the Contemplated Transactions is subject to the satisfaction or waiver of a number ofclosing conditions by the parties to the Amended and Restated Arrangement Agreement and ConditionalPurchase Agreements, respectively, including:

• approval from the Exchange for the issuance of up to 21,636,506 NPR Units (including NPR OrdinaryUnits issuable on exchange of Class B LP Units issued pursuant to the Contemplated Transactions andthe NPR Special Voting Units attached thereto) representing approximately 40.6% of the issued andoutstanding NPR Ordinary Units as of the Effective Date;

• approval of the Transaction Resolution by NPR Voting Unitholders at the Meeting;

• receipt of True North Unitholder Approval;

• receipt of the necessary Competition Act approval, consisting of an ARC or No-Action Letter;

• compliance by the parties with all covenants and agreements in the Amended and Restated ArrangementAgreement and Conditional Purchase Agreements respectively; and

• issuance by the Court of the Final Order.

Information Concerning Northview (the Renamed NPR)

In order to reflect the new national character of the asset portfolio and the focus on a new growth initiativein connection with the Contemplated Transactions, NPR will be changing its name upon completion of theContemplated Transactions to ‘‘Northview Apartment Real Estate Investment Trust’’.

Corporate Structure/Relationships

Following completion of the Contemplated Transactions, Northview will continue to own all of NPR’sexisting assets, and will own all of the assets and properties of True North as well as the Institutional Portfolio.

Management and Operations

Following the completion of the Contemplated Transactions, Todd Cook will continue to act as Presidentand Chief Executive Officer of Northview, and Leslie Veiner (currently the President and Chief ExecutiveOfficer of True North) will be joining as Chief Operating Officer of Northview. In addition, the NorthviewBoard of Trustees will consist of nine members, namely seven of the eight current members of the NPR Board(Douglas Mitchell, Todd Cook, Kevin Grayston, Dennis Hoffman, Christine McGinley, Terrance McKibbon andScott Thon) and two nominees proposed by Starlight pursuant to the Amended and Restated ExchangeAgreement (Daniel Drimmer and Graham Rosenberg as an independent trustee of Northview). DouglasMitchell will serve as Chairman of the Northview Board of Trustees.

Northview will internalize of the property asset management functions of the Acquired Portfolios over thenext 12-36 months. The Transitional Service Agreement with Starlight will provide Northview with the assetmanagement continuity to facilitate a systematic, orderly transition of these functions during this period.

Northview will have a portfolio comprising more than 24,000 multi-family suites located across eightprovinces and two territories. The weighted average occupancy of the combined portfolios as at June 30, 2015was 93.4%.



8

4SEP201515493115

Northview Portfolio

NSNB

NL

QCON

MBSKABBC

YUNT

NU

Multi-family Residential Suites

AB

3,795

BC

2,975NL

1,728

NT

1,329

NU

1,096

QC

2,285

SK

429

ON

8,235NS

1,288

NB

1,163

Total Multi-family

ResidentialSuites

24,323

CommercialSq. Ft.

1.2M

NPR

True North

Institutional Portfolio



9

4SEP201515492885

3SEP201501492985

Northview Multi-family Portfolio — Pro Forma NOI by Region(1)

SK5%

QC1%

NS6%

AB11%

NB4%

ON57%

NB10%

NS7%

SK2%

NL6%QC

6%NS3%

NT8%

NB3%

BC9%

NU13%

AB19%

ON30%

ON83%

QC22%

AB29%

NU25%

BC16%

NT14%

NL11%

Residential

Suites

Occupancy

10,765

89.9%

NPR True North Institutional Portfolio Northview

96.3% 95.9% 93.4%

8,908 4,650 24,323

Note:

(1) NOI for Q2 2015 with respect to NPR and True North, and management’s estimates for the Institutional Portfolio on an annualizedbasis.

The properties in the two portfolios being acquired are predominantly located in large and medium sizedcities.

Northview Multi-family Portfolio — Pro Forma NOI by City Size(1)


Large12%

Large59%

Large65%

Large34%Medium

24%Medium

32%

Medium27%

Medium27%

Small64%

Small9%

Small8%

Small39%

Note:

(1) NOI for Q2 2015 with respect to NPR and True North, and management’s estimates for the Institutional Portfolio on an annualizedbasis; size of city is based on population, where: small=30,000 or less, medium=30,001 — 100,000, and large=100,001 or greater.



10

4SEP201522114639

Distributions

NPR has a long and successful track record of increasing its distributions to NPR Ordinary Unitholders andmaintaining a low FFO payout ratio over its history. NPR has raised its distribution eight times over the past13 years, delivering total growth of 41.7% at a compound annual growth rate of 2.7%. Northview will continue tohave a target sustainable FFO payout ratio of under 70%, which is consistent with its current payout ratio today,with the potential to increase distributions as FFO per unit grows over time.

NPR Historical Distributions & FFO Payout Ratio

$1.15 $1.18$1.25

$1.31$1.38

$1.48 $1.48 $1.48$1.53 $1.53 $1.53

$1.58$1.63

2002 2003 2004 2005 2006 2007 2008 2009

Annual Distribution

2010 2011 2012(1) 2013 2014

FFO Payout Ratio

90.9%80.3%

77.7% 81.3% 79.5% 77.2%69.8%

67.3% 70.0% 65.3% 68.1% 69.3% 67.1%

Note:

(1) Excludes special distribution of $0.56 per unit



11

Condensed Pro Forma Consolidated Financial Statements

See Schedule ‘‘B’’ to this Circular for the unaudited condensed pro forma consolidated financial statementsof Northview.

Selected Unaudited Condensed Pro Forma Consolidated Financial Information

The following is a summary of certain unaudited condensed pro forma consolidated financial informationfor Northview as at June 30, 2015, assuming the Contemplated Transactions had been completed on such date.This summary should be read in conjunction with, and is qualified in its entirety by, the unaudited condensedpro forma consolidated financial statements of Northview attached as Schedule ‘‘B’’ hereto.

Pro Forma Financial Highlights

Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35 millionTotal Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.1 billionCurrent Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 838 millionLong Term Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.2 billionRetained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.1 billion

Financial Impact

Enterprise Value(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.0 billionMarket Capitalization(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.2 billionExpected FFO per Unit(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2.38 – $2.43Expected FFO Payout Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~70%Distributions per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.63Debt to Gross Book Value(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.3%Adjusted Debt to Gross Book Value(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 57.8%

Notes:

(1) Based on an NPR Ordinary Unit closing price of $23.03 on August 7, 2015, the last trading date prior to the announcementof the Contemplated Transactions.

(2) FFO per unit is consistent with management’s 2015 expectations for NPR.

(3) Includes True North Debentures.

(4) Excludes True North Debentures and pro forma fair value of debt adjustments.



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4SEP201515564838

Changes to Consolidated Capitalization

The following table and chart state the number and percentage of securities of Northview that will beoutstanding on a fully diluted basis after giving effect to the Contemplated Transactions.

Outstanding Northview Securities

NPR Ordinary Units issued and outstanding as at September 4, 2015 . . . . . . . . . . . . . . . . . . . . 31,694,190Class B LP Units issued and outstanding as at September 4, 2015 . . . . . . . . . . . . . . . . . . . . . . 67,796NPR Ordinary Units issued to former True North Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 7,778,984NPR Ordinary Units issued to former holders of True North Class B LP Units . . . . . . . . . . . . . 5,480,023NPR Ordinary Units issued to the PSP Investments entities . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,115,196NPR Ordinary Units issued to Daniel Drimmer through affiliated entities in connection with

Portfolio Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,295,926NPR Ordinary Units that may be issued in connection with conversion of True North

Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 966,386NPR Ordinary Units reserved for issuance pursuant to unit awards granted under the

NPR Unit Award Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,343NPR Ordinary Units reserved for issuance pursuant to awards granted under the NPR Long

Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,865Maximum number of NPR Ordinary Units (fully-diluted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,483,709

Pro Forma Ownership of Northview

60.8%14.9%

14.5%

9.8%Former NPR Unitholders

PSP Investments entities

Daniel Drimmer through affiliated entities(through units and Class B LP Units)

Former True North Unitholders (excluding DanielDrimmer related entities)

NPR Ordinary Units and Market Price

The NPR Ordinary Units are listed on the Exchange. The closing price of the NPR Ordinary Units on theExchange on August 7, 2015, the last trading date prior to the announcement of the Contemplated Transactions,was $23.03, and as at September 4, 2015 was $20.43.

Risk Factors

In evaluating the issuance of NPR Ordinary Units and the other matters relating to the ContemplatedTransactions, NPR Voting Unitholders should carefully consider, in addition to the other information containedin this Circular, the risks and uncertainties described under ‘‘Risk Factors’’ on pages 43 — 46 herein beforedeciding to vote IN FAVOUR of the issuance of NPR Ordinary Units. Some of the potential risks of notproceeding with the Contemplated Transactions, including the following:

• without further geographic expansion, NPR will be challenged to reduce the inherent risks associatedwith the high market penetration of its existing portfolio in secondary Canadian centres with smaller



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populations, particularly as it relates to markets that are heavily exposed to resource industries, includingconstraints on future expansion and volatility in portfolio occupancy and rental rates in these markets;

• the opportunity to acquire a portfolio of approximately 14,000 multi-family suites in attractive Canadianmarkets, in one transaction, is unprecedented and failure to act on the Contemplated Transactions nowmay result in the opportunity to acquire a portfolio of similar size and quality being unavailable at alater date;

• pursuing acquisitions and geographic expansion of NPR’s portfolio on a property-by-property basis couldtake many years to achieve, particularly given the challenges associated with acquiring properties inCanada’s highly fragmented multi-family market;

• without further diversification of its geographic markets, the market price of NPR Ordinary Units mayremain overly correlated to oil and gas prices, which may result in the market price of NPR OrdinaryUnits underperforming its peers during periods of declining oil and gas prices despite strong financialresults and operational performance; and

• if the Contemplated Transactions are not completed, NPR may have to pay True North the TerminationFee of $10.5 million or the Expense Reimbursement Fee of $2.0 million in certain circumstances specifiedin the Amended and Restated Arrangement Agreement.

Additional risks associated with NPR completing the Contemplated Transactions include:

• the Contemplated Transactions are subject to the satisfaction or waiver of several conditions;

• the consideration under the Contemplated Transactions is based upon a fixed exchange ratio, which mayresult in NPR effectively paying more than anticipated if the NPR Ordinary Unit price increases abovethe trading price of $23.03 on August 7, 2015;

• although NPR has done substantial due diligence, it has not verified the reliability of all of theinformation regarding True North and the Institutional Portfolio included in, or which may have beenomitted from, this Circular;

• completion of the Contemplated Transactions could adversely affect the market price ofNPR Ordinary Units;

• the integration of NPR with True North and the Institutional Portfolio may not occur as planned;

• NPR may not realize the benefits of NPR’s newly acquired properties; and

• as a consequence of the Contemplated Transactions, NPR will be subject to additional capitalrequirements associated with the expanded operations and expanded portfolio of properties.

While this Circular has described the risks and uncertainties that management of NPR believes to bematerial to NPR’s business, and therefore material to the value of the NPR Ordinary Units, it is possible thatother risks and uncertainties affecting NPR’s business will arise or become material in the future.



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FORWARD-LOOKING INFORMATION

This Circular may contain forward-looking information within the meaning of applicable Canadiansecurities laws relating to NPR, True North and the Institutional Portfolio. All information included in thisCircular other than statements of historical fact, is forward-looking information. When used in this Circular,words ‘‘would’’, ‘‘could’’, ‘‘objective’’, ‘‘may’’, ‘‘will’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘believe’’, ‘‘should’’, ‘‘plans’’or ‘‘continue’’ or other similar expressions identify forward-looking information. The forward-lookinginformation included in this Circular relates to, among other things, the timing of completion of theContemplated Transactions; the planned synergies of NPR and True North; the business plan for NPR followingcompletion of the Contemplated Transactions; the benefits of the Contemplated Transactions; the costsassociated with implementing the Contemplated Transactions; the renaming of NPR; NPR significantlyenhancing its ability to continue delivering sustainable and growing distribution to NPR Unitholders; NPR’sgreater range of opportunities for organic and external growth; NPR’s continued strong financial performancefollowing the Contemplated Transactions; diversifying NPR’s portfolio; contributing to enhanced stability infinancial results; the trustees and management of Northview; access to capital; greater Northview unitholderliquidity; and the tax treatment for the Contemplated Transaction.

This Circular reflects the NPR’s current beliefs and is based on information currently available to seniormanagement. Forward-looking information is provided for the purpose of presenting information about seniormanagement’s current expectations and plans relating to the future and readers are cautioned that suchstatements may not be appropriate for other purposes. This information is not a guarantee of futureperformance and is based on NPR’s estimates and assumptions, which include, but are not limited toassumptions that all necessary approvals for completion of the Contemplated Transactions will be obtained; thegeneral economy, interest rates and real estate conditions are each stable, and that there will be no materialchanges in applicable government regulations or tax laws, assumptions regarding occupancy rates at NPR, TrueNorth or the Institutional Portfolio’s properties, completion of development projects, future growth, results ofoperations, performance, prospects and opportunities.

The forward-looking information is subject to a variety of known and unknown risks and uncertainties,which could cause actual events, results and performance of NPR to differ materially from the forward-lookinginformation. These risks and uncertainties include, among other things, risks related to: receipt of all necessaryapprovals to complete the Contemplated Transactions; NPR may fail to realize the anticipated benefits of theContemplated Transactions; the dilutive effect on NPR Unitholders arising from the Contemplated Transactionsmay impact NPR Ordinary Unit value; the Amended and Restated Arrangement Agreement, ConditionalPurchase Agreements and other related agreements may be terminated by the parties thereto; the ability ofNPR to develop and operate the business post-completion of the Contemplated Transactions may be impaired;real property ownership; availability of cash flow; concentration of tenants; capital requirements; developmentand construction risks; reliance on key personnel; restrictions on redemption rights for holders of NPR OrdinaryUnits; interest rate risk; credit risk; liquidity risk; general uninsured losses; environmental risk; debt financing;utility cost risk; NPR Unitholder liability; potential conflicts of interest; dilution; property tax; and income taxrelated risks. NPR cautions that this list of factors is not exhaustive. Although the forward-looking informationcontained in this Circular is based on what NPR believes are reasonable assumptions, there can be no assurancethat actual results will be consistent with this forward-looking information. The forward-looking information isprovided only as of the date of such information, and NPR, except as required by applicable law, assumes noobligation to update or revise this information to reflect new information or the occurrence of future events orcircumstances.



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NON-GAAP AND ADDITIONAL GAAP MEASURES

Certain measures contained in this news release do not have any standardized meaning as prescribed byIFRS and, therefore, are not considered GAAP measures. These measures are provided to enhance the reader’soverall understanding of financial conditions. They are included to provide investors and management with analternative method for assessing operating results in a manner that is focused on the performance of operationsand to provide a more consistent basis for comparison between periods. These measures include widely acceptedmeasures of performance for Canadian REIT; however, the measures are not defined by IFRS. In addition,these measures are subject to the interpretation of definitions by the preparers of financial statements and maynot be applied consistently between real estate entities. Please refer to page 23 of NPR’s second quarter 2015management’s discussion & analysis, incorporated in this Circular by reference for definitions of non-GAAPmeasures and additional GAAP measures, including NOI, FFO, debt to gross book value, debt service coverageand interest coverage.

CURRENCY

All currency references in this Circular are in Canadian dollars unless otherwise indicated.

PROXIES

Solicitation of Proxies

This Circular is furnished in connection with the solicitation by and on behalf of management of NPR ofproxies to be used at the Meeting. NPR has engaged Kingsdale as proxy solicitation agent for the Meeting. Thesolicitation of proxies will be done primarily by mail, supplemented by telephone or other means of contact, andall of the costs associated with such solicitations will be paid by NPR in addition to certain out-of-pocketexpenses. If you have any questions about the Meeting, please contact Kingsdale toll-free in North America at1.877.657.5859 or 416.867.2272 outside North America or by email at [email protected], in connection with the Meeting, NPR may form a soliciting dealer group, comprised of dealermembers of the Investment Industry Regulatory Organization of Canada and participating organizations of thestock exchanges in Canada to solicit proxy votes in favour of the Meeting in exchange for fees that NPRconsiders to be reasonable for arrangements of this nature.

NPR Unitholders are encouraged to review the Circular before voting.

The voting process is different depending on whether you are a registered or non-registered unitholder.

You are a registered unitholder if your name appears on your unit certificate.

You are a non-registered unitholder if your bank, trust company, securities broker, trustee or other financialinstitution holds your NPR Ordinary Units (your nominee). This means the NPR Ordinary Units areregistered in your nominee’s name and you are the beneficial unitholder.

Be sure to follow the appropriate voting procedure carefully.

Registered Unitholders and Canadian NOBO Unitholders can vote in one of the following ways:

In Person . . . . . . . . . . . . . . . If you are a Registered Unitholder, you can attend the Meeting and registerwith the transfer agent, Computershare, upon your arrival. Do not fill outand return your BLUE Proxy if you intend to vote in person at the Meeting.

Internet . . . . . . . . . . . . . . . . Go to www.investorvote.com. Enter the 15-digit control number printed onthe BLUE Proxy or voting instruction form and follow the instructions onscreen.



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Phone . . . . . . . . . . . . . . . . . For Registered Unitholders call 1.866.732.8683 (toll-free in North America)and follow the instructions.

For Canadian NOBO Unitholders call 1.866.734.8683 and follow theinstructions.

You will need to enter your 15-digit control number. Follow the interactivevoice recording instructions to submit your vote.

Fax . . . . . . . . . . . . . . . . . . . 1.866.249.7775 (toll-free in North America) or 416.263.9524 (outside NorthAmerica).

Mail . . . . . . . . . . . . . . . . . . Enter voting instructions, sign the BLUE Proxy or voting instruction formand send your completed BLUE Proxy or voting instruction form to:

Computershare Trust Company of CanadaAttention: Proxy Department100 University Avenue, 8th FloorToronto, Ontario M5J 2Y1

Questions? . . . . . . . . . . . . . . Call Kingsdale Shareholder Services at 1.877.657.5859 (toll-free within NorthAmerica) or 416.867.2272 (collect call outside North America) or [email protected]

Non-Registered NPR Unitholders (other than Canadian NOBOs) can vote in one of the following ways:

Phone . . . . . . . . . . . . . . . . . Call the toll-free number printed on your BLUE voting instruction form andfollow the instructions. You will need your 16-digit control number.

Internet . . . . . . . . . . . . . . . . Go to www.proxyvote.com. Enter the 16-digit control number printed on theBLUE voting instruction form and follow the instructions on screen.

Mail . . . . . . . . . . . . . . . . . . Complete and mail the BLUE voting instruction form to Broadridge toensure that your vote is received before the deadline.

Appointment and Revocation of Proxies

A BLUE Proxy is enclosed with this Circular. If you are a registered NPR Voting Unitholder and you do notintend to be present in person at the Meeting, you must submit your BLUE Proxy in accordance with theinstructions below.

Registered Holders of NPR Units

A BLUE Proxy is enclosed and, if you are a registered NPR Voting Unitholder and it is not your intention tobe present in person at the Meeting, you are asked to complete and return the BLUE Proxy in the envelopeprovided. The BLUE Proxy must be executed by the NPR Voting Unitholder or the attorney of suchNPR Voting Unitholder, duly authorized in writing. Proxies to be used at the Meeting must be deposited withthe NPR’s transfer agent, Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, no laterthan 11:00 a.m. (Mountain Daylight Time)/1:00 p.m. (Eastern Daylight Time) on Friday, October 9, 2015.

The persons designated in the enclosed BLUE Proxy are Trustees and/or senior officers of NPR. EachNPR Voting Unitholder has the right to appoint a person or entity (who need not be a NPR Voting Unitholder) toattend and act on his or her behalf at the Meeting or any adjournment or adjournments thereof other than theperson specified in the enclosed BLUE Proxy. Such right may be exercised by striking out the names of thespecified persons and inserting the name of the NPR Voting Unitholder’s nominee in the space provided or bycompleting another appropriate BLUE Proxy and, in either case, delivering the BLUE Proxy to Computershareno later than 11:00 a.m. (Mountain Daylight Time)/1:00 p.m. (Eastern Daylight Time) on Friday, October 9, 2015.



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A NPR Voting Unitholder executing the enclosed BLUE Proxy may revoke it at any time before it has beenexercised. A NPR Voting Unitholder may revoke a BLUE Proxy by depositing an instrument in writing to thateffect with NPR at the registered office of NPR, 110, 6131 – 6 Street SE, Calgary, Alberta T2H 1L9, at any timeup to and including the last Business Day preceding the day of the Meeting at which the Proxy is to be used, orany adjournment or adjournments thereof, or with the Chair of the Meeting prior to its exercise on the day ofthe Meeting or any adjournment or adjournments thereof.

Proxy Instructions

Exercise of Discretion by Proxy Holder

The NPR Units represented by any BLUE Proxy received by management of NPR will be voted or withheldfrom voting by the persons named in such Proxy in accordance with the instructions of the registeredNPR Voting Unitholder, appointing them on any ballot that may be called for, and where a choice with respectto any matter to be acted upon has been specified in the BLUE Proxy, the NPR Units represented by such Proxywill be voted or withheld from voting in accordance with such specification. In the absence of any suchspecifications or instruction, the persons whose names appear on the BLUE Proxy, if named as proxies, will voteIN FAVOUR of all of the matters set out in the Notice of Meeting.

The enclosed BLUE Proxy confers discretionary authority upon the persons named therein with respect tomatters not specifically mentioned in the Notice of Meeting accompanying this Circular but which may properlycome before the Meeting or any adjournment or adjournments thereof and with respect to amendments to orvariations of matters identified in the Notice of Meeting. As at the date hereof, management of NPR knows ofno such amendments, variations or other matters to come before the Meeting, other than the matters referred toin the Notice of Meeting. If any further or other business is properly brought before the Meeting, it is intendedthat the persons appointed as proxy holder will vote on such other business in such manner as such persons thenconsider to be proper.

Non-Registered NPR Unitholders

Only registered NPR Voting Unitholders or duly appointed proxy holders are permitted to vote at theMeeting. Non-Registered NPR Unitholders are not registered NPR Voting Unitholders in respect of NPR Unitswhich are held on their behalf but which are registered either: (i) in the name of the Intermediary; or (ii) in thename of a clearing agency of which the Intermediary is a participant. If NPR Units are listed in an accountstatement provided to a NPR Unitholder by a broker, then in almost all cases those NPR Units will not beregistered in the name on the records of NPR. Such NPR Units will more likely be registered under the name ofthe NPR Unitholder’s broker or an agent of that broker. In Canada, the vast majority of such NPR Units areregistered under the name of CDS & Co. (the registration name for The Canadian Depository for SecuritiesLimited, which acts as nominee for many Canadian brokerage firms). Non-Registered NPR Unitholders shouldensure that instructions respecting the voting of their NPR Units are communicated to the appropriate person.

Non-Registered NPR Unitholders who have not objected to their Intermediary disclosing certain ownershipinformation about themselves to NPR are referred to as NOBOs. Those Non-Registered NPR Unitholders whohave objected to their Intermediary disclosing ownership information about themselves to NPR are referred toas OBOs.

NPR will be delivering proxy-related materials to NOBOs of NPR Units indirectly with the assistance ofComputershare. Certain Non-Registered NPR Unitholders may receive proxy-related materials directly fromNPR. These securityholder materials are being sent to registered and Non-Registered owners of the securities. Ifyou are a Non-Registered owner, and the issuer or its agent has sent these materials directly to you, your nameand address and information about your holdings of securities have been obtained in accordance with applicablesecurities regulatory requirements from the Intermediary holding on your behalf. By choosing to send thesematerials to you directly, the issuer (and not the Intermediary holding on your behalf) has assumed



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responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Pleasereturn your voting instructions as specified in the request for voting instructions.

NPR intends to pay Intermediaries to deliver proxy-related materials to OBOs of NPR Units.

NPR will deliver the Meeting Materials indirectly through Intermediaries to all of the Non-RegisteredNPR Unitholders. The Intermediaries (or their service companies) are responsible for forwarding the MeetingMaterials to each Non-Registered NPR Unitholder. Generally, Non-Registered NPR Unitholders (other thanCanadian NOBOs) will either:

(a) be given a BLUE Proxy that has already been signed by the Intermediary (typically by facsimile,stamped signature), which is restricted as to the number of securities beneficially owned by theNon-Registered NPR Unitholder, but which is otherwise incomplete. Because the Intermediary hasalready signed the BLUE Proxy, this Proxy is not required to be signed by the Non-RegisteredNPR Unitholder when submitting the BLUE Proxy. In this case, the Non-Registered NPR Unitholderwho wishes to submit a BLUE Proxy should otherwise properly complete the Proxy and deposit it withthe Computershare, as provided above; or

(b) more typically, be given a proxy authorization form which the Intermediary must follow.

In either case, the purpose of this procedure is to permit Non-Registered NPR Unitholders to direct thevoting of NPR Units which they beneficially own. If you are a Canadian OBO, US NOBO or US OBO, you arerequested to complete and return the BLUE Voting Instruction Form to Broadridge by mail. Alternatively you cancall the toll-free telephone number printed on your BLUE Voting Instruction Form or access Broadridge’sdedicated voting website at www.proxyvote.com and enter your 16-digit control number to deliver your votinginstructions.

NPR may utilize the Broadridge QuickVote� service to assist Non-Registered NPR Unitholders that areUS NOBOs with voting their NPR Units over the telephone. Kingsdale may contact US NOBOs of NPR Unitsto assist in conveniently voting their NPR Units directly over the phone. If you have any questions about theMeeting, please contact Kingsdale toll-free in North America at 1.877.657.5859 or 416.867.2272 outside NorthAmerica or by email at [email protected].

AUTHORIZED CAPITAL, VOTING SECURITIES AND PRINCIPAL HOLDERS

The authorized capital of NPR consists of an unlimited number of NPR Ordinary Units of which31,694,190 NPR Ordinary Units are issued and outstanding. In addition, there are 67,796 NPR Class B LP Unitsissued and outstanding. Each NPR Class B LP Unit is exchangeable for (and economically equivalent to) anNPR Ordinary Unit, and is accompanied by a NPR Special Voting Unit, of which 67,796 NPR Special VotingUnits are issued and outstanding. Holders of NPR Ordinary Units and NPR Special Voting Units are entitled toone vote in respect of each matter to be voted upon at the Meeting for each NPR Unit registered in their nameas at the close of business on September 4, 2015, which is referred to as the record date for the Meeting.

To the best of the knowledge of the Trustees and officers of NPR, no person or company beneficially owns,or controls or directs, directly or indirectly, more than 10% of the voting rights attached to any class of votingsecurities of NPR except as set out below.

Name of NPR Voting Unitholder Number of NPR Units Percentage of NPR Units

Mondrian Investment Partners Limited . . . . . . . . . . . . . . . . . . . . 3,406,927 10.73%BlackRock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,384,475 10.66%



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PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Approval of NPR Ordinary Units in connection with the Contemplated Transactions

At the Meeting, NPR Voting Unitholders will be asked to pass the Transaction Resolution approving theissuance of up to 21,636,506 NPR Units (including NPR Ordinary Units issuable on exchange of Class BLP Units issued pursuant to the Contemplated Transactions and the NPR Special Voting Units attached thereto)(representing approximately 40.6% of the issued and outstanding NPR Ordinary Units as of the Effective Date)in connection with: (i) NPR acquiring all of the assets and properties of True North; and (ii) NPR acquiring theInstitutional Portfolio.

Transaction Resolution

The Contemplated Transactions are also subject to the approval of the Exchange. In order for theContemplated Transactions to proceed, the Transaction Resolution must be approved by a vote of 50% of theNPR Units voted at the Meeting, as required by the Exchange since the number of NPR Ordinary Units to beissued and issuable are in excess of 25% of the number of NPR Units. The proposed text of the TransactionResolution is set out on Schedule ‘‘A’’ hereto.

Summary of the Material Elements of the Contemplated Transactions

The Amended and Restated Arrangement Agreement

Pursuant to the Amended and Restated Arrangement Agreement, NPR will acquire all of True North’sright, title and interest in and to all of True North’s property, including a total of 8,908 multi-family suites inOntario, Quebec, New Brunswick, Nova Scotia and Alberta. Pursuant to the terms of the Amended andRestated Arrangement Agreement, each True North Ordinary Unitholder will receive NPR Ordinary Units asconsideration for each of their True North Ordinary Units. Each holder of True North Class B LP Units that hasvalidly completed and submitted a letter of transmittal and election form will, pursuant to such election, receiveeither 0.3908 NPR Ordinary Units or Redeemable Units which will each be redeemable for 0.3908 NPROrdinary Units for each of their True North Class B LP Units. The Amended and Restated ArrangementAgreement has been structured such that True North Ordinary Unitholders who are resident in Canada forpurposes of the Tax Act and who hold their True North Ordinary Units as capital property who receive NPROrdinary Units will receive their NPR Ordinary Units on a tax-deferred ‘‘roll over’’ basis for Canadian incometax purposes.

See ‘‘Particulars of Matters to be Acted Upon at the Meeting — The Contemplated Transactions — Summary ofthe Material Transaction Agreements — Amended and Restated Arrangement Agreement’’.

The Institutional Portfolio Acquisition

As part of the Amended and Restated Arrangement Agreement and pursuant to the Conditional PurchaseAgreements, subsidiary partnerships of NPR will acquire the Institutional Portfolio for $535 million at a going-incapitalization rate of 5.5%. The Institutional Portfolio comprises 33 properties with a total of 4,650 multi-familysuites located in Ontario, New Brunswick and Nova Scotia. The purchase price for the Institutional Portfolio willbe satisfied by a combination of $316 million in cash, approximately $49 million of assumed mortgages, theissuance to the Vendors of approximately 5.1 million NPR Ordinary Units valued at a $23.03 per NPR OrdinaryUnit, and the issuance to the Vendors of approximately 2.3 million of Class B LP Units valued at $23.03 perClass B LP Unit. NPR has obtained a fully-committed $350 million bridge facility from an affiliate of Scotiabankand the Canadian Imperial Bank of Commerce to fund the cash portion of the Institutional Portfolio purchaseprice, and intends to replace this financing with long-term mortgages on the Institutional Portfolio propertiesover time.

See ‘‘Particulars of Matters to be Acted Upon at the Meeting — The Contemplated Transactions — Summary ofthe Material Transaction Agreements — Conditional Purchase Agreements’’.



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The Contemplated Transactions

Background to the Contemplated Transactions

The Transaction Agreements are the result of arm’s length negotiations between NPR and the other partiesthereto, including True North and the Vendors of the Institutional Portfolio, which were conducted principallyfrom March to August, 2015. The following is a summary of the events, discussions, meetings and negotiationsthat led to the execution of the Amended and Restated Arrangement Agreement and the Conditional PurchaseAgreements.

NPR is primarily a multi-family REIT providing rental accommodations in Canadian secondary markets.Traditionally, NPR focused on smaller communities where capitalization rates were higher and competition wassomewhat constrained. Over time NPR has become the largest residential landlord in the Northwest Territories,Nunavut and Newfoundland and Labrador, and it has an increasing presence in Alberta, British Columbia,Saskatchewan and Quebec.

While NPR’s strategy has delivered strong results to date, the opportunity for further portfolio growththrough acquisitions in its existing geographic markets has become limited given NPR’s high penetration of thesemarkets and the comparatively small population of these regions. In addition, a number of these markets arelocated in areas with a high degree of economic dependency on resource oriented industries, such as oil and gas.Volatility in portfolio occupancy and rental notes has been higher in these regions and over time the marketprice for NPR’s Ordinary Units became correlated to oil prices rather than financial performance.

Without further geographic expansion, NPR believed it would be challenged to reduce the potential risksassociated with its current portfolio concentration, including constrained opportunities for growth, as well asvolatility in portfolio occupancy and rental rates in resource-dependent markets. Accordingly, over the recentyears NPR considered a number of strategic growth alternatives, including the acquisition of multi-familyportfolios or other real estate entities in the multi-family space located outside of NPR’s current geographicmarkets.

As part of NPR’s ongoing assessment of such strategic growth opportunities, over the last two weeks ofFebruary 2015, an intermediary met with principals of both NPR and Starlight, some of whom were principals ofTrue North, to discuss the potential for a combination transaction among NPR and True North.

At a meeting of the NPR Board on March 11, 2015, management of NPR discussed the possibility of apotential transaction with True North and Starlight, and the NPR Board authorized management to beginpreliminary discussions.

On March 25, 2015, principals of NPR and Starlight, on its behalf and on behalf of True North, firstdiscussed the possibility of entering into a transaction. Subsequent meetings between the principals and theirlead advisors were held to discuss possible structuring alternatives and review financial and strategic componentsof a potential transaction. Following this initial interaction, NPR commenced an in-depth review of publicinformation regarding True North and its properties.

Scotiabank began working with NPR as financial advisor with respect to the Contemplated Transactions inMarch 2015, and was formally engaged on August 9, 2015.

In connection with NPR’s engagement of Scotiabank, the NPR Board conducted a review of Scotiabank’squalifications to act as a financial advisor and whether Scotiabank was subject to any conflicts of interest thatwould affect its ability to provide meaningful financial advice to the NPR Board. Scotiabank disclosed to NPRits existing business relationships with True North, Starlight and their related entities, including havingpreviously provided credit facilities and having acted as a syndicate member in previous True North publicofferings. As a result of these dealings, in addition to the success fee that would be payable to Scotiabank fromits engagement as NPR’s financial advisor and the fact that an affiliate of Scotiabank was proposed to be one ofthe providers of the NPR Bridge Facility in connection with the Contemplated Transactions, the NPR Boardconcluded that Scotiabank was sufficiently free from conflicts of interest to provide useful financial advice,



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provided that the NPR Board engage an independent financial advisor to provide a second fairness opinion,with such financial advisor not to be compensated with a success fee. As a result, on June 23, 2015, theNPR Board engaged Salman as independent financial advisor.

Throughout April 2015, principals of NPR, Starlight and True North, along with their respective financialadvisors, continued to engage in discussions regarding the parameters of a potential transaction. During thesediscussions, the possibility of NPR concurrently acquiring the Institutional Portfolio was raised.

At a meeting of the NPR Board on April 30, 2015, management of NPR presented the results of itspreliminary discussions with Starlight and True North and was authorized to execute a ConfidentialityAgreement.

On May 5, 2015, NPR, True North, Starlight and D.D. Acquisitions Partnership, an affiliate of DanielDrimmer and partial owner of the Starlight Portfolio, entered into a Confidentiality Agreement in order tofacilitate further discussions and due diligence. The Confidentiality Agreement contemplated, among otherthings, an exclusivity period of 45 days to provide time for both sides to conduct full due diligence and negotiatethe terms of the Contemplated Transactions.

On May 6, 2015, the NPR Board held a formal meeting to further consider the Contemplated Transactions.Management of NPR provided an overview of the additional discussions held to date, and Scotiabank provided apresentation regarding True North, Starlight and the Contemplated Transactions. The NPR Board authorizedNPR’s management to begin conducting due diligence with respect to the Contemplated Transactions, includingengaging legal counsel to begin drafting documentation in connection with the Contemplated Transactions.

Formal due diligence began the week of May 11, 2015 and included property tours as well as financial,operational and preliminary legal analyses. In connection with its due diligence regarding the InstitutionalPortfolio, NPR requested that the Vendors deliver building condition assessments, independent Appraisals, andenvironmental site reconnaissance for each of the properties comprised in the Institutional Portfolio, which wereall completed between February and June, 2015.

The property tours were held over three weeks, from May 11 to May 29, 2015, encompassing 92% of theInstitutional Portfolio and 82% of the True North Properties. The property tours included visits to Mississauga,Hamilton, Toronto, Ajax, Oshawa, Peterborough, Lindsay, Cambridge, Guelph, Kitchener, London, Sarnia,Halifax, Dartmouth, Shediac, Moncton and Dieppe. Properties were viewed by Todd Cook, NPR’s President andChief Executive Officer, the NPR operations, acquisitions and development team, and representatives fromScotiabank. The tours incorporated walk-throughs of the properties, including parking facilities, common areas,a selection of suites, boiler rooms and laundry rooms.

Financial analyses were conducted from May 11 to late July 2015. The analyses consisted of reviewingfinancial statements and operating statements for each applicable property, as well as reviewing capital budgets.NPR’s management created and tested various independent models of the combined operations expected toresult from the Contemplated Transactions. In addition, due diligence was conducted from a tax perspectiveregarding SIFT qualification, income tax, and land transfer taxes.

On June 4, 2015, the NPR Board held a formal meeting to consider the Contemplated Transactions. At thismeeting, management provided the NPR Board with an overview of the Contemplated Transactions, includingthe status of the real estate due diligence conducted by NPR with respect to the properties proposed to beacquired pursuant to the Contemplated Transactions. Management also provided an overview of the strategicrationale for the Contemplated Transactions and a summary of the preliminary analysis of the key financialmetrics for the Contemplated Transactions. Management also outlined the key terms that were expected to ariseduring negotiation of the Contemplated Transactions. After discussion, the NPR Board authorized NPR’smanagement to continue negotiating the terms of the Contemplated Transactions.



22

Following this meeting of the NPR Board, management of NPR instructed BLG, legal counsel to NPR, tocommence negotiating the Transaction Agreements and to initiate a detailed legal due diligence review of TrueNorth and the Institutional Portfolio.

On June 23, 2015, the NPR Board’s GC&N Committee met to consider matters relating to theContemplated Transactions. At the outset of the meeting, the GC&N Committee reviewed the composition ofits members and confirmed the independence of Kevin Grayston, Dennis Patterson, and Scott Thon. DouglasMitchell, formerly a member of the GC&N Committee, resigned from his position on such committee at thistime. BLG then provided a report to the GC&N Committee with respect to the independence requirements andbest practices for boards of publicly listed entities and a discussion ensued regarding the independence of thetwo Nominees proposed by Starlight for appointment to the NPR Board on closing of the ContemplatedTransactions. The GC&N Committee considered the results of a background check conducted on the proposedNominees for appointment to the NPR Board, and made a recommendation to the NPR Board with respect tothe appointment of those Nominees. In addition, the GC&N Committee considered and maderecommendations for the NPR Board with respect to changing the number of trustees on the NPR Board inorder to give effect to the Contemplated Transactions. The GC&N Committee also considered the proposedongoing agreements with Starlight that would take effect following the closing of the ContemplatedTransactions, specifically the Transitional Service Agreement and the Amended and Restated ExchangeAgreement, and the fact that these agreements would be considered related party transactions for NPR goingforward. A summary of the terms of each of these agreements was presented to the GC&N Committee. TheGC&N Committee also considered whether an independent financial advisor should be engaged with respect tothe Contemplated Transactions. The GC&N Committee considered proposals from Salman and anotherindependent investment bank. After the review of the proposals, the GC&N Committee recommended to theNPR Board that Salman should be engaged as an independent financial advisor. Scotiabank also provided areport to the GC&N Committee with respect to the potential impact on NPR’s financial metrics of theContemplated Transactions.

On June 24, 2015, as negotiations were proceeding but would not be completed within the exclusivity periodcontemplated in the original Confidentiality Agreement, NPR, True North, Starlight and D.D. AcquisitionsPartnership amended the Confidentiality Agreement to extend the exclusivity period to July 31, 2015 to providetime for both sides to conduct further due diligence and negotiate the terms of the Contemplated Transactions.

On July 3, 2015, the NPR Board again met to consider the status of the Contemplated Transactions.Management of NPR provided the NPR Board with a summary of the current status of negotiations.Management of NPR and BLG provided the NPR Board with a summary of the results of the due diligenceconducted to date, as well as the material terms of the current drafts of each of the Transaction Agreements. Itwas noted that pricing of the Contemplated Transaction remained outstanding. Management of NPR alsoprovided a summary of the proposed terms of the bridge financing necessary to fund the consideration beingpaid as part of the Contemplated Transactions. After receiving and considering a proposal to act as independentfinancial advisor from Salman, the NPR Board, based on the recommendation of the GC&N Committee,confirmed the engagement of Scotiabank, as financial advisor, and Salman, as independent financial advisor.Each of Scotiabank and Salman provided a presentation to the NPR Board of their analysis of the financialmetrics and strategic considerations of the Contemplated Transactions. BLG then provided a presentation to theNPR Board on the duties of the trustees of the NPR Board, both in general and specifically in connection withthe Contemplated Transactions. The NPR Board discussed and considered the two proposed Nominees ofStarlight for appointment to the NPR Board, noting that one of the Nominees being contemplated would beconsidered independent pursuant to Canadian securities laws. The GC&N Committee then made itsrecommendations to the NPR Board to change the number of trustees and recommended that the Nominees beappointed to the NPR Board if the Contemplated Transactions were completed.

On July 29, 2015, as negotiations were proceeding but would not be completed within the exclusivitycontemplated in the Confidentiality Agreement, NPR, True North, Starlight and D.D. Acquisitions Partnership



23

further amended the Confidentiality Agreement to extend the exclusivity period to August 17, 2015 to providetime for both sides to continue due diligence and negotiate the terms of the Contemplated Transactions.

On August 6, 2015, the NPR Board met and received an update from management of NPR with respect tothe status of the Contemplated Transactions. Scotiabank provided the NPR Board with an overview of thefinancial metrics of the Contemplated Transactions in light of the comparative unit prices of NPR and TrueNorth. The NPR Board concluded that given the then current depressed market price of the NPR OrdinaryUnits, the Contemplated Transactions would result in an exchange ratio that would be unacceptable to NPR.Accordingly, the Contemplated Transactions were delayed pending a favourable change in the financial metrics.Management of NPR confirmed they would continue to monitor and review the financial metrics of theContemplated Transactions.

Subsequently on August 6, 2015, NPR announced the financial results from its second quarter of 2015 in apress release. The financial results included a record FFO, being an increase of 4.9% over NPR’s FFO from itssecond quarter in 2014.

On August 7, 2015, the first day of trading after the release of NPR’s second quarter financial results for2015, the market price of NPR Ordinary Units materially increased in response to NPR’s positive results. NPRdetermined that, given the important strategic considerations and the increase in NPR’s unit price, the financialmetrics of the Contemplated Transactions would now be viable, as the exchange ratio for the ContemplatedTransactions had improved from NPR’s perspective.

On August 9, 2015, the NPR Board met and received an update from management of NPR with respect tothe status of the Contemplated Transactions. Management of NPR provided the NPR Board with an overview ofthe Contemplated Transactions, including with respect to pro forma financial information, cash forecast, taxstructuring and the proposed terms of the NPR Bridge Facility. BLG provided the NPR Board with a report withrespect to the changes in the Transaction Agreements from the previous drafts provided at the July 3, 2015meeting. Management of NPR and BLG also provided the NPR Board with an update on the results of the duediligence conducted in connection with the Contemplated Transactions. Deloitte LLP, NPR’s auditors, provideda presentation to the NPR Board regarding the tax treatment of the Contemplated Transactions and regardingthe tax treatment of NPR following the completion of the Contemplated Transactions. Management of NPRprovided an update to the NPR Board with respect to the proposed new employees that would join NPR as aresult of the Contemplated Transactions. Management of NPR also provided a presentation to the NPR Boardwith respect to the proposed timing of the announcement of the Contemplated Transactions and the stepsrequired and the proposed timeline for completing the Contemplated Transactions. Scotiabank and Salman alsoprovided an update on the financial metrics and strategic considerations of the Contemplated Transactions tothe NPR Board. The NPR Board then received oral fairness opinions from each of Scotiabank and Salman, whoalso discussed the strategic positioning of the Contemplated Transactions. After considerable deliberation, theNPR Board unanimously concluded that the Contemplated Transactions are in the best interests of NPR,authorized the execution and delivery of the Arrangement Agreement and determined to recommend thatNPR Voting Unitholders vote in favour of the NPR Resolutions.

On August 10, 2015, the True North Board approved the transactions contemplated by the ArrangementAgreement.

The Arrangement Agreement and the Conditional Purchase Agreements were executed on August 10,2015, and a joint press release of NPR and True North was issued on the morning of August 10, 2015 announcingthe Contemplated Transactions.

Subsequently, the NPR Board received the written fairness opinion from its financial advisor, Scotiabank,and a fairness opinion from its independent financial advisor, Salman, each confirming the oral opinion ofScotiabank and Salman, respectively, that, as of August 9, 2015, the consideration to be paid pursuant to theContemplated Transactions is fair, from a financial point of view, to NPR Unitholders.

On August 20, 2015, the Arrangement Agreement was amended to become the Amended and RestatedArrangement Agreement in order to make certain technical changes to the steps involved in the Plan ofArrangement and other ancillary changes.



24

Recommendations of the NPR Board

After consultations with its legal, tax and financial advisors, the NPR Board has determined that theContemplated Transactions are in the best interests of NPR.

The NPR Board unanimously recommends that NPR Voting Unitholders voteIN FAVOUR of the approval of the NPR Resolutions.

In the absence of instructions to the contrary, the persons named in the BLUE Proxy will vote IN FAVOUR ofthe approval of the NPR Resolutions.

In reaching its conclusion and making its determination, the NPR Board considered a range of factors,including the following reasons and considerations:

(a) the following benefits of the Contemplated Transactions:

(1) with a significantly enhanced portfolio in new markets characterized by expanding populations,growing economies, high occupancy levels and rising rents, NPR will have a greatly improvedability to increase profitability and cash distributions over time;

(2) enhanced access to capital and greater unitholder liquidity;

(3) upon completion of the Contemplated Transactions, NPR’s portfolio will be diversified acrossmore than 60 Canadian markets located in eight provinces and two territories, proportionatelyreducing NPR’s overall exposure to resource oriented markets and balancing out the volatility inoccupancy and rental rates in those markets;

(4) NPR’s experienced management team will be bolstered by the addition of Mr. Leslie Veiner,President and Chief Executive Officer of True North since 2012, as Chief Operating Officer of thenew Northview. In addition, Mr. Veiner will support the integration of True North’s properties;

(5) NPR will benefit from a unique relationship with a new strategic partner. Mr. Daniel Drimmer,the principal of Starlight, through affiliated entities will own approximately $174 million Class BLP Units and NPR Ordinary Units representing an interest of 14.5% in Northview and will jointhe Northview Board. Mr. Drimmer has considerable experience and expertise in sourcingacquisitions of multi-family properties in Canada. The relationship with Starlight will provideNorthview with the opportunity to access and consider further multi-family acquisitionopportunities. Following the Contemplated Transactions, Mr. Drimmer through affiliates will stillhold interests in approximately 12,000 multi-family suites in Canada that could be considered aspart of future transactions;

(6) True North and the Vendors have invested approximately $120 million to renovate and improvethe True North Properties and Institutional Portfolio since 2012, greatly improving their physicalappearance, attractiveness to tenants and enhancing their physical and structural attributes. Thequality of the properties is underscored by the current occupancy rate of approximately 96.3%;

(7) these acquisitions provide a near-term opportunity to grow FFO per unit as the portfolios areintegrated. Further, a more diversified portfolio should contribute to enhanced stability infinancial results, and should allow Northview’s unit price to better reflect its financial performanceover time. Northview will continue to have a low target FFO payout ratio of approximately 70%,which is consistent with NPR’s current payout ratio, with the potential to increase distributions asFFO per unit grows; and

(8) near-term opportunities for growth in the portfolios to be acquired include synergies from theinternalization of property management, continued execution of high-end renovation and



25

sub-metering programs, increasing rents on tenant turnover, approved above guideline increasesfor rent in properties that have completed significant capital improvements and occupancyimprovements in certain regions where current occupancy is below market vacancy rates.

(b) the proposed terms of the Transaction Agreements;

(c) reports from management of NPR;

(d) NPR’s due diligence on True North, the assets of True North and the Institutional Portfolio;

(e) the advice of NPR’s financial, legal and tax advisors;

(f) the Scotiabank Fairness Opinion and the Salman Fairness Opinion that the consideration to be paidpursuant to the Contemplated Transactions is fair, from a financial point of view, to NPR Unitholders;

(g) the trustees’ personal knowledge of NPR and its business;

(h) the financial terms of recent multi-family portfolio sales in Central Canada;

(i) internal financial projections for, and the future business prospects of, True North and the InstitutionalPortfolio;

(j) BLG’s review of the substantive terms and conditions of the proposed Transaction Agreements to beentered into by NPR and True North, including deal protections;

(k) the completion of the Contemplated Transactions not being subject to unreasonable or extraordinaryconditions under the terms of the Transaction Agreements;

(l) the trustees and executive officers of True North, and certain of their affiliates and associates, enteringinto the True North Lock-up Agreements in support of the Contemplated Transactions;

(m) the issuance of NPR Ordinary Units (including NPR Ordinary Units issuable on exchange of Class BLP Units) under the Contemplated Transactions must be approved by a majority vote of NPR’sUnitholders at the Meeting; and

(n) a presentation by management of NPR on the tax treatment of the Contemplated Transactions.

The NPR Board also considered the potential risks of not proceeding with the Contemplated Transactions,including the following:

(a) without further geographic expansion, NPR will be challenged to reduce the inherent risks associatedwith the high market penetration of its portfolio in secondary Canadian population centers, particularlyas it relates to markets that are heavily exposed to resource industries, including constraints on futuregrowth and volatility in portfolio occupancy and rental rates in these markets;

(b) the opportunity to acquire a portfolio of approximately 14,000 multi-family suites in attractiveCanadian markets, in one transaction, is unprecedented and failure to act on the ContemplatedTransactions now may result in the opportunity to acquire a portfolio of similar size and quality beingunavailable at a later date;

(c) pursuing acquisitions and geographic expansion of NPR’s portfolio on a property-by-property basiscould take many years to achieve, particularly given the challenges associated with acquiring propertiesin Canada’s highly fragmented multi-family market;

(d) without further diversification of its geographic markets, the market price of NPR Ordinary Units mayremain overly correlated to the oil and gas market, which may result in the market price ofNPR Ordinary Units underperforming its peers despite strong financial results and operationalperformance;



26

(e) if the Contemplated Transactions are not completed, NPR may have to pay True North theTermination Fee of $10.5 million or the Expense Reimbursement Fee of $2.0 million in circumstancesspecified in the Amended and Restated Arrangement Agreement.

The NPR Board also considered potential risks relating to completion of the Contemplated Transactions,including the following:

(a) dilution to existing NPR Unitholders;

(b) impact of the Contemplated Transactions on FFO, net asset value and leverage, inlcuding debt to grossbook value;

(c) transaction costs;

(d) potential integration challenges;

(e) the investment of executive management time towards the Contemplated Transactions, which maydelay or prevent NPR from pursuing business opportunities that may arise pending completion of theContemplated Transactions;

(f) the risks and costs to NPR if the Contemplated Transactions are not completed;

(g) the risks involved in the business of True North;

(h) taxes associated with the Contemplated Transactions; and

(i) capital needs of NPR.

The foregoing discussion of the information and factors considered by the NPR Board is not intended to beexhaustive, but includes the material factors considered by the NPR Board. In view of the variety of factorsconsidered in connection with evaluation of the Contemplated Transactions, the NPR Board did not find itpracticable to, and did not, quantify or otherwise assign relative weights to the specific factors considered inreaching their recommendation. In addition, individual members of the NPR Board may have given differingweights to different factors.

Rationale for and Benefits of the Contemplated Transactions

Portfolio Diversification

From NPR’s inception in May 2002, NPR focused on northern markets with attractive fundamentals, whereNPR had an existing presence and enjoyed strong market positions. In order to reduce its concentration risk andtake advantage of growth opportunities elsewhere, during 2003/2004 the REIT began expanding geographicallyby acquiring properties in Newfoundland and Labrador, followed later by expansions into select secondarymarkets in British Columbia, Alberta, Saskatchewan and Quebec. While this strategy has delivered strong resultsto date, the opportunity for further portfolio growth through acquisitions in these markets has becomeconstrained given NPR’s substantial market penetration in many of its markets, as well as the modestpopulations of and economic growth in many of these regions.



27

4SEP201504094499

NPR Locations and Population

Note:

(1) Size of city is based on population, where: small = 30,000 or less, medium = 30,001 � 100,000, and large = 100,001 or greater.

City population based on 2011 census figures

Source: Statistics Canada



28

Selected NPR Market Penetration

Province/ Owned Market % Market % of CanadaRegion/City Territory Suites Suites Penetration Population Population

NorthYellowknife . . . . . . . . . . . . . . . . . . NT 1,070 1,630 65.6% 19,234 0.1%Fort Nelson . . . . . . . . . . . . . . . . . . BC 284 510 55.7% 3,902 0.0%Iqaluit . . . . . . . . . . . . . . . . . . . . . . NU 914 2,045 44.7% 6,699 0.0%Dawson Creek . . . . . . . . . . . . . . . . BC 379 908 41.7% 11,583 0.0%Lloydminster . . . . . . . . . . . . . . . . . AB 687 2,262 30.4% 30,798 0.1%Fort McMurray . . . . . . . . . . . . . . . AB 867 2,945(1) 29.4% 61,374 0.2%Grande Prairie . . . . . . . . . . . . . . . . AB 828 3,183 26.0% 55,032 0.2%Fort St. John . . . . . . . . . . . . . . . . . BC 401 1,659 24.2% 26,380 0.1%Prince George . . . . . . . . . . . . . . . . BC 201 3,216 6.3% 71,974 0.2%

North Total . . . . . . . . . . . . . . . . . 5,631 18,358 30.7% 286,976 0.8%Other

Gander . . . . . . . . . . . . . . . . . . . . . NF 215 587 36.6% 11,054 0.0%St. John’s . . . . . . . . . . . . . . . . . . . . NF 1,328 3,642 36.5% 106,172 0.3%Nanaimo . . . . . . . . . . . . . . . . . . . . BC 627 3,549 17.7% 98,021 0.3%Abbotsford . . . . . . . . . . . . . . . . . . . BC 369 3,936 9.4% 133,497 0.4%Campbell River and Courtenay . . . . BC 212 2,874 7.4% 55,285 0.2%Sept-lles . . . . . . . . . . . . . . . . . . . . . QC 161 2,428 6.6% 25,686 0.1%Saskatoon . . . . . . . . . . . . . . . . . . . SK 240 12,969 1.9% 222,189 0.6%Regina . . . . . . . . . . . . . . . . . . . . . . SK 189 11,832 1.6% 193,100 0.5%

Other Total . . . . . . . . . . . . . . . . . 3,341 41,817 8.0% 845,004 2.4%

NPR’s Major Markets . . . . . . . . . . . . 8,972 60,175 14.9% 1,131,980 3.2%Canada . . . . . . . . . . . . . . . . . . . . . . . 10,765 1,961,877 0.5% 35,749,600 100.0%

Note:

(1) Wood Buffalo (region where Fort McMurray is situated)

NPR suites owned as at June 2015; Market suites and Canada population as at April 2015; City populations based on 2011census figures.

Source: CMHC Rental Market Report; CMHC Northern Housing Report; Statistics Canada



29

4SEP201504093637

By contrast the markets in which the True North Properties and the Institutional Portfolio are located havecomparatively greater opportunities for growth, given True North’s and the Vendors’ lower market penetrationand the sizeable and expanding populations, diversified and growing economies, high occupancy levels and risingrents in these regions.

Acquisition Portfolio Locations and Population

Note:

(1) Size of city is based on population, where: small=30,000 or less, medium = 31,001 � 100,000, and large = 100,001 or greater

Source: Statistics Canada

City population based on 2011 census figures



30

Selected Acquisition Portfolio Market Penetration

Owned Market % Market % of CanadaRegion/City Suites Suites Penetration Population Population

GTAToronto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 484 308,212 0.2% 5,101,400 14.3%Hamilton . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394 42,431 0.9% 642,200 1.8%Oshawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 11,269 3.5% 321,200 0.9%

Southwestern OntarioGuelph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349 6,538 5.3% 128,700 0.4%Brantford . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 4,567 0.7% 111,800 0.3%London . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,275 42,330 3.0% 422,000 1.2%Sarnia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402 5,548 7.2% 75,600 0.2%Cambridge-Waterloo . . . . . . . . . . . . . . . . . . . . 1,890 23,506 8.0% 421,400 1.2%St. Catharine’s-Niagara . . . . . . . . . . . . . . . . . . 243 11,078 2.2% 343,100 1.0%

Eastern OntarioBrockville . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344 2,061 16.7% 39,600 0.1%Kingston . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 13,092 0.3% 138,300 0.4%Peterborough . . . . . . . . . . . . . . . . . . . . . . . . . 766 5,865 13.1% 104,300 0.3%

Montreal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,124 534,005 0.4% 3,352,500 9.4%New Brunswick

Fredericton . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 7,392 0.4% 80,100 0.2%Moncton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 849 11,277 7.5% 123,700 0.3%Saint John . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 8,435 0.4% 105,500 0.3%

Halifax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,288 43,985 2.9% 348,400 1.0%

Acquisition Portfolio Major Markets . . . . . . . . . . 10,941 1,081,591 1.0% 11,859,800 33.2%Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,558 1,961,877 0.7% 35,749,600 100.0%

Sources: Statistics Canada (as at July 2015), CMHC Rental Market reports (as at October 2014), Conference Board



31

4SEP201504102120

3SEP201508564090

Selected Population Growth Forecast

-100

0

100

200

300

400

500 472

171

301.4%

171.0%

170.8%

111.5%

111.3%

8 4 2 2 (1)1.6%(1) 0.2% 0.7%(1) 1.0% (0.3)%

$30,000

1.0%To

ront

o

Mon

trea

l

Kitc

hene

r

Hal

ifax

Lon

don

Abb

otsf

ord

St. J

ohn’

s

Mon

cton

Gra

nde

Prai

rie

St C

at-N

iaga

ra

Fort

McM

urra

y

Nun

avut

NW

T

2015 – 2019thousands

Acquisition Market NPR Market1.9% CAGR

Note:

(1) Grande Prairie and Wood Buffalo (region where Fort McMurray is situated) is based on a census division population forecastfrom the Alberta Treasury Board and Finance

Source: Conference Board Metropolitan Outlook; Conference Board Territorial Outlook; Alberta Treasury Board and FinancePopulation Projection

GDP Growth Forecast

($5,000)

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

$45,000

Toro

nto

Mon

trea

l

Kitc

hene

r

Hal

ifax

Lon

don

St. J

ohn'

s

NW

T

St C

at.-

Nia

gara

Mon

cton

Abb

otsf

ord

Nun

avut

2.3%$2,492

2.0%$1,606

1.8%$1,568

2.1%$1,158

6.0%$986

1.4%$783

2.6%$686

2.6%$652

(1.3)%($113)

2.9% CAGR$38,547

2.3%$16,213

2015 – 2019thousands

Acquisitions Market NPR Market

Note:

Real GDP at market prices (2007 dollars)

Source: Conference Board Metropolitan Outlook; Conference Board Territorial Outlook



32

3SEP201508401251

4SEP201522094611

Acquisition Portfolio Rental Rate Performance

2.85%

2.44%2.30%

1.44% 1.42% 1.40%

0.64%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

GTA

Alb

erta

Sout

hwes

tern

Ont

ario

Eas

tern

Ont

ario

Que

bec

Nov

a Sc

otia

New

Bru

nsw

ick

Increase in Average Monthly Rents2015 YTD

Note:

Unaudited non-GAAP measure

NPR’s unit price has shown consistently high correlation to oil prices rather than financial performance andfundamentals.

NPR Unit Price Correlation to Oil

40

50

60

70

80

90

100

110

120

Aug

-13

Dec

-13

Apr

-14

Aug

-14

Dec

-14

Apr

-15

Aug

-15

WTI Crude Oil (C$) Northern Property

Correlation: 91%



33

3SEP201508564244

A number of NPR’s existing markets are located in areas with a high degree of economic dependency onresource oriented industries, such as the oil and gas sector. The volatility in occupancy and rental rates in thesemarkets is considerably higher than in other Canadian markets. This has resulted in the market price ofNPR Ordinary Units becoming overly correlated to oil and gas prices.

Upon completion of the Contemplated Transactions, however, Northview’s portfolio will be diversifiedacross more than 60 Canadian markets located in eight provinces and two territories, proportionately reducingNorthview’s overall exposure to resource oriented markets and balancing out the volatility in occupancy, whichtends to periodically fall to much lower levels, and rental rates in NPR’s current markets.

Market Vacancy Volatility

7.35%

2.50%

1.87%

0.94% 0.86% 0.85% 0.73% 0.46%

7.05%(1)

7.00%

8.00%

6.00%

5.00%

4.00%

3.00%

2.00%

1.00%

0.00%

Gra

nde

Prai

rie

Fort

McM

urra

y

Yel

low

knif

e

St. J

ohn’

s

Lon

don

Kitc

hene

r /

Wat

erlo

o

Hal

ifax

Toro

nto

Mon

trea

l

Annualized Standard Deviationthousands

Acquisitions Market NPR Market

(1) Wood Buffalo (region where Fort McMurray is situated)

Source: CMHC Rental Market Statistics

Expanded Field of Opportunity

With a significantly enhanced portfolio of approximately 14,000 additional multi-family suites beingacquired in the Contemplated Transactions, which are principally located in new markets characterized bysizeable and expanding populations, diversified and expanding economies, high occupancy levels and risingrents, Northview expects to have an improved ability to increase profitability and cash distributions over time.

Management will deploy its expertise, as it does in NPR’s existing portfolio, to maximize propertyperformance and generate growth in same-door net operating income through its proven renovation andrepositioning programs.

In addition, with a substantially larger operating platform in many higher growth markets with largerpopulations, Northview will actively look to expand its development program, building new, contemporary multi-



34

family complexes in select markets in Central and Eastern Canada, as NPR already does successfully in Westernand Northern Canada.

High Quality Multi-Family Portfolios with Opportunities to Increase Rents

The Contemplated Transactions enable NPR to expand its portfolio by approximately 14,000 high qualitymulti-family suites in a single transaction, which is unprecedented in the Canadian multi-family market.Achieving a similar critical mass of suites in new markets on an asset-by-asset basis could take many years toachieve, particularly given the challenges associated with acquiring properties in Canada’s highly fragmentedmulti-family market. Failure to act on the Contemplated Transactions would likely result in the opportunity toacquire a portfolio of this size and quality being unavailable at a later date.

Before entering into these transactions, NPR’s management conducted a rigorous and comprehensivereview of the properties to be acquired. NPR’s executive management team personally visited 92% of theInstitutional Portfolio and 80% of the True North Properties, and an extensive due diligence process wasundertaken by NPR in accordance with its investment policies, including a review of third party-preparedstructural and environmental reports, independent appraisals and detailed reviews of historical financial dataand budgets for each property.

True North and the Vendors have invested approximately $120 million to renovate and improve the TrueNorth Properties and the Institutional Portfolio since 2012, greatly improving their physical appearance,attractiveness to tenants and enhancing their physical and structural attributes. The quality of the properties isunderscored by the current occupancy rate of approximately 96.3%.

Near-term opportunities for growth in the portfolios to be acquired include synergies from continuedexecution of high-end renovation and sub-metering program, move to market rents on tenant turnover, aboveguideline increases for rent in properties that have had significant capital improvements completed andoccupancy improvements in certain regions where current occupancy is below market vacancy rates.

Current monthly rents on the portfolios to be acquired are on average $32, or appoximately 3.8%, belowcurrent market rents. Management believes these rents can be moved to market rents on turnover with thecompletion of normal levels of renovations.

The significant capital that has been invested in the True North properties and Institutional Portfolio inOntario have enabled True North and Starlight’s management to submit applications to the Ontario Landlordand Tenant Board to increase rents in a number of the properties by more than the approved AGI, which hasbeen set at 2.0% for 2016. Applications for AGI for 2016 have been approved on 682 suites for an averageincrease of 4.0%. Applications have also been approved for 2017 on 151 suites for an average increase of 3.4%.AGI applications have been filed and are outstanding for 2,173 suites in 2016 and 1,041 suites in 2017 foraverage increases of 4.1% and 3.9%. AGI applications will remain an important strategy for Northview to bringin-place rents closer to prevailing market levels and to enhance financial performance in Ontario.



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True North and Starlight have also identified additional renovation opportunities among the True NorthProperties and the Institutional Portfolio that could increase rents. To date $13 million has been spent on686 suites in 17 buildings, of which 180 suites were renovated in 2014 and 98 suites have been renovated to datein 2015.

High-End Renovation Program

# of Total Suites %Properties Suites Completed Suites Remaining

Renovations in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . 17 2,146 686 32.0% 1,460Potential Renovations . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 294 — — 294

20 2,440 686 28.1% 1,754

These renovations involved extensive upgrades to many of the properties’ common areas and high endin-suite improvements, including:

• Envelope coating

• New glass balconies

• Elevator modernization

• Replacement of windows/doors

• Lobby/corridor renovations

• Entrance and landscaping upgrades

• Energy savings projects

• Fresh paint

• Complete floor replacement or staining

• Complete bathroom/kitchen renovations

• Bathroom: new tiles, tub, vanity, countertop

• Kitchen: new ceramic floor, wood cabinets, back splash, countertops, stainless steel appliances

The continued execution of the high-end renovation program in selected properties provides opportunitiesfor significant rent increases generating returns on equity from 15-19% on the additional capital invested.

True North InstitutionalProperties Portfolio

Average renovation cost per suite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,000 $20,000Average increase in monthly rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 300 $ 250Average return on investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19% 15%

In addition, Starlight has begun implementing a sub-metering program among the True North Propertiesand the Institutional Portfolio. Sub-metering provides individual electric meters for each suite, allowing tenantsto pay their electricity bills directly. This reduces utility costs to the landlord. For the True North Properties andthe Institutional Portfolio, there is a potential monthly savings of $40 per suite on average.



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Sub-Metering Program

# of Total Suites %Properties Suites Enrolled Suites Remaining

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 3,456 1,005 29.1% 2,451Potential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 2,770 — — 2,770

57 6,226 1,005 16.1% 5,221

Financial Strength

The Contemplated Transactions provide an opportunity to grow FFO per unit as the portfolios areintegrated. Further, NPR’s management believes a more diversified portfolio should contribute to enhancedstability in financial results, and should allow Northview’s unit price to better reflect its financial performanceover time. Northview will continue to have a low target FFO payout ratio of under 70%, which is consistent withNPR’s payout ratio today, with the potential to increase distributions as FFO per unit grows.

To complete the Contemplated Transactions, NPR is taking advantage of its current modest leverage ratioand will temporarily incur greater leverage. NPR has traditionally maintained a more conservative leveragelevel, reflecting the nature of the properties it owns and the inherent operational volatility of its smaller,secondary markets. With the Contemplated Transactions, however, Northview will own a significantly larger andmore diversified portfolio that management believes can support higher leverage. While this initially increasedleverage is within manageable levels, Northview fully intends to reduce its overall consolidated leverage via avariety of focused strategies, including organic growth, the selective sale of non-core assets, as well as potentiallyaccessing capital markets at an appropriate time in the future. However, management does not believe it willneed to access capital markets in the near term.

New Strategic Partner and Potential Acquisition Pipeline

Northview will benefit from a unique relationship with a new strategic partner. Upon closing of theContemplated Transactions, Daniel Drimmer, the principal of Starlight, through affiliated entities will ownapproximately $174 million in Class B LP Units, Redeemable Units and NPR Ordinary Units representing aninterest of 14.5% in Northview and will join the Northview Board of Trustees. Mr. Drimmer has considerableexperience and expertise in sourcing acquisitions in Canada and growing public REIT vehicles. He hascompleted over $9.0 billion of acquisition and financing transactions in the real estate sector over the past20 years. In the past ten years, over 90% of all Canadian multi-family transactions involving 1,500 suites or morehave involved Mr. Drimmer.

Mr. Drimmer and Starlight are proven real estate investors who are making long-term commitments toNorthview as a result of a shared belief in Northview’s vision and potential. The fact that Mr. Drimmer will holda significant equity position in Northview demonstrates his conviction regarding Northview’s prospects andaligns his interests with those of the current NPR Unitholders.

Management believes that the relationship with Mr. Drimmer and Starlight will provide the opportunity toaccess and consider further residential property acquisition opportunities. The Institutional Portfolio is anexample of the type of opportunity available through this relationship. Following these transactions,Mr. Drimmer through affiliates will still hold interests in approximately 12,000 multi-family suites in Canada thatcould be considered as part of future transactions.



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Summary of Assets Sold by Privately Held Drimmer Related Entities to Drimmer Sponsored REITs

Entity Year Suites $(Millions)

True North Apartment REIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 2,824 $ 2862013 1,570 $ 1532012 2,076 $ 139

Sub-Total 6,470 $ 578

TransGlobe Apartment REIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 10,626 $1,0172010(IPO) 8,200 $ 734

Sub-Total 18,826 $1,751

Total 25,296 $2,329

Strengthened Management Team

NPR’s experienced management team will be bolstered by the addition of Mr. Leslie Veiner, President andChief Executive Officer of True North since 2012, as Chief Operating Officer of Northview. In addition tostrengthening NPR’s incumbent management team with a proven track record of value creation, Mr. Veiner’saddition will support the integration of the True North Properties and Institutional Portfolio properties.

Northview will internalize the property asset management functions of the Acquired Portfolios over thenext 12-36 months. The Transitional Service Agreement with Starlight will provide Northview with the assetmanagement continuity to facilitate a systematic, orderly transition of these functions during this period.

Scotiabank Fairness Opinion

Pursuant to the Scotiabank Engagement, Scotiabank was engaged by NPR as its financial advisor, and wasrequested by the NPR Board to provide an opinion as to the fairness or inadequacy of the consideration beingpaid by NPR pursuant to the Contemplated Transactions, from a financial point of view, to NPR Unitholders. Ata meeting held on August 9, 2015, Scotiabank provided the NPR Board with an oral opinion, subsequentlyconfirmed in writing, to the effect that, based upon and subject to the assumptions, limitations and qualificationscontained therein, and as of August 9, 2015, the consideration being paid by NPR pursuant to the ContemplatedTransactions is fair, from a financial point of view, to NPR Unitholders.

The full text of the Scotiabank Fairness Opinion, which sets forth, among other things, the assumptionsmade, information reviewed, matters considered, and limitations and qualifications on the review undertaken inconnection with the opinion, is attached to this Circular as Schedule ‘‘D’’ and should be read in its entirety. TheScotiabank Fairness Opinion is not intended to be and does not constitute a recommendation to anyNPR Voting Unitholder as to how to vote or act at the Meeting. The Scotiabank Fairness Opinion was only oneof a number of factors taken into consideration by the NPR Board in considering the ContemplatedTransactions and should not be viewed as determinative of the views of the NPR Board with respect to theContemplated Transactions.

The Scotiabank Fairness Opinion was rendered on the basis of securities markets, economic, financial andgeneral business conditions prevailing as at August 9, 2015 and the conditions, prospects, financial andotherwise, of NPR, True North and the Institutional Portfolio and their respective Subsidiaries and affiliates, asapplicable, as they are reflected in the information and documents reviewed by Scotiabank and as they werepresented to Scotiabank. Subsequent developments may affect the Scotiabank Fairness Opinion. Scotiabank hasdisclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting theScotiabank Fairness Opinion which may come or be brought to the attention of Scotiabank after the date of theScotiabank Fairness Opinion. In the event that there is any material change in any fact or matter affecting theScotiabank Fairness Opinion after the date of the Scotiabank Fairness Opinion, Scotiabank reserves the right tochange, modify or withdraw the Scotiabank Fairness Opinion.



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The Scotiabank Fairness Opinion is addressed to the NPR Board and is for the sole use and benefit of theNPR Board and may not be relied upon by any other person, and may not be referred to, summarized,circulated, publicized or reproduced or disclosed to or used or relied upon by any party without the expresswritten consent of Scotiabank. The Scotiabank Fairness Opinion is not to be construed as a recommendation toany NPR Unitholder to accept or reject the Contemplated Transactions.

Scotiabank is entitled to a fee for the provision of its financial advisory services to NPR under theScotiabank Engagement, including fees that are contingent upon the completion of the ContemplatedTransactions. NPR has also agreed to reimburse Scotiabank for its reasonable out-of-pocket expenses and toindemnify Scotiabank in respect of certain liabilities that might arise out of its engagement.

In addition, an affiliate of Scotiabank is one of the providers of the NPR Bridge Facility that NPR intendsto utilize to fund the cash portion of the Portfolio Acquisition.

Salman Fairness Opinion

Pursuant to Salman Engagement, Salman has provided the NPR Board with an opinion as to the fairness ofthe consideration being paid by NPR pursuant to the Contemplated Transactions. At a meeting held onAugust 9, 2015, Salman provided the NPR Board with an oral opinion, subsequently confirmed in writing, to theeffect that, based upon and subject to the assumptions, limitations and qualifications contained therein, and asof August 9, 2015, the consideration to be paid pursuant to the Contemplated Transactions is fair, from afinancial point of view, to NPR Unitholders.

The full text of the Salman Fairness Opinion, which sets forth, among other things, the assumptions made,information reviewed, matters considered, and limitations and qualifications on the review undertaken inconnection with the opinion, is attached to this Circular as Schedule ‘‘E’’. The Salman Fairness Opinion is notintended to be and does not constitute a recommendation to any NPR Voting Unitholder as to how to vote oract at the Meeting. The Salman Fairness Opinion was only one of a number of factors taken into considerationby the NPR Board in considering the Contemplated Transactions and should not be viewed as determinative ofthe views of the NPR Board with respect to the Contemplated Transactions.

The Salman Fairness Opinion was rendered on the basis of securities markets, economic, financial andgeneral business conditions and circumstances prevailing as at August 9, 2015 and the conditions, prospects,financial and otherwise, of NPR, True North and the Institutional Portfolio, and their respective Subsidiariesand affiliates, as applicable, as they are reflected in the information and documents reviewed by Salman and asthey were presented to Salman. Subsequent developments may affect the Salman Fairness Opinion. Salman hasdisclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting theSalman Fairness Opinion which may come or be brought to the attention of Salman after the date of the SalmanFairness Opinion. In the event that there is any material change in any fact or matter affecting the SalmanFairness Opinion after the date hereof, Salman reserves the right to change, modify or withdraw the SalmanFairness Opinion. The preparation of a fairness opinion is a complex process and is not necessarily capable ofbeing partially analyzed or summarized. Salman believes that its analyses must be considered as a whole and thatselecting portions of the analyses or the factors considered by it, without considering all factors and analysestogether, may create a misleading view of the process underlying the Salman Fairness Opinion. The SalmanFairness Opinion should be read in its entirety, the full text of which is attached to this Circular as Schedule ‘‘E’’.

The Salman Fairness Opinion is addressed to the NPR Board and is for the sole use and benefit of theNPR Board and may not be relied upon by any other person, and may not be referred to, summarized,circulated, publicized or reproduced or disclosed to or used or relied upon by any party without the expresswritten consent of Salman. The Salman Fairness Opinion is not to be construed as a recommendation to anyNPR Unitholder to accept or reject the Contemplated Transactions.

Salman is entitled to a fee for the preparation and delivery of the Salman Fairness Opinion to theNPR Board. The fees to be received by Salman in respect of the Salman Fairness Opinion are not contingent oneither the conclusion of the Salman Fairness Opinion or on the completion of the Contemplated Transactions, or



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any alternative transaction. NPR has also agreed to reimburse Salman for its reasonable out-of-pocket expensesand to indemnify Salman in respect of certain liabilities that might arise out of its engagement.

Competition Law Matters

The Contemplated Transaction is conditional upon the receipt of certain regulatory approvals or decisions,including under the Competition Act.

The Contemplated Transaction is a Notifiable Transaction under the Competition Act because it is anacquisition of the assets of an operating business or the acquisition of the units of a trust that carries on anoperating business in Canada and exceeds the pre-merger notification thresholds in Part IX of the CompetitionAct. Subject to certain exceptions, including the issuance of a waiver of compliance with the notificationrequirements of the Competition Act pursuant to paragraph 113(c) thereof or the issuance of an ARC pursuantto subsection 102, the parties to a Notifiable Transaction cannot complete the transaction until they havesubmitted the information prescribed pursuant to Subsection 114(1) of the Competition Act to theCommissioner and the applicable waiting period has expired or been terminated by the Commissioner. Thewaiting period is 30 calendar days after the day on which the parties to the transaction submit the prescribedinformation, provided that, before the expiry of this period, the Commissioner has not notified the parties thathe requires additional information that is relevant to the Commissioner’s assessment of the transaction pursuantto Subsection 114(2) of the Competition Act, referred to as a Supplementary Information Request. In the eventthat the Commissioner provides the parties with a Supplementary Information Request, the parties cannotcomplete the transaction until 30 calendar days after compliance with such Supplementary Information Request,provided that there is no order in effect prohibiting completion at the relevant time. Alternatively, or in additionto filing the prescribed information, a party to a Notifiable Transaction may apply to the Commissioner for anARC, which may be issued by the Commissioner and precludes him from challenging the transaction based onthe information provided, or a ‘‘No-Action’’ Letter, which may be issued by the Commissioner if he does not, atthat time, intend to challenge the transaction by making an application under Section 92 of the Competition Act.The Commissioner may challenge a transaction either before the transaction is completed or within one yearafter it was substantially completed (unless an ARC is issued) if he is of the view that the transaction will lead toa substantial lessening or prevention of competition in a relevant market in Canada.

Pursuant to the terms of the Amended and Restated Arrangement Agreement, the Parties filed with theCommissioner of Competition on August 12, 2015, a request for an ARC, pursuant to subsection 102(1) of theCompetition Act, or, in the alternative, a request for a ‘‘No-Action’’ Letter and a waiver of compliance with thenotification requirements of the Competition Act, pursuant to paragraph 113(c) of the Competition Act.

Certain Canadian Federal Income Tax Considerations

The following is, as of the date hereof, a summary of the material Canadian federal income taxconsiderations, as of the date hereof, generally applicable under the Tax Act to certain NPR Voting Unitholdersin connection with the Contemplated Transactions. This summary is applicable to an NPR Voting Unitholderwho, for purposes of the Tax Act and at all relevant times, is or is deemed to be resident in Canada, deals atarm’s length and is not affiliated with NPR and their respective affiliates and holds NPR Ordinary Units or NPRClass B LP Units, as the case may be, as capital property. Generally, NPR Ordinary Units will be considered tobe capital property to a holder provided that the holder does not hold such units in the course of carrying on abusiness of buying and selling securities and has not acquired them in one or more transactions considered to bean adventure or concern in the nature of trade. Certain NPR Unitholders whose NPR Ordinary Units might nototherwise qualify as capital property may be entitled to have them treated as capital property by making anirrevocable election under subsection 39(4) of the Tax Act. This election would not apply to NPR Class BLP Units. NPR Voting Unitholders who do not hold their NPR Ordinary Units or NPR Class B LP Units ascapital property should consult their own tax advisors regarding their particular circumstances.

This summary does not apply to an NPR Unitholder that: (i) is a ‘‘financial institution’’ subject to themark-to-market rules; (ii) is a ‘‘specified financial institution’’; (iii) is a partnership; (iv) has an interest in which



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would be a ‘‘tax shelter investment’’; (v) has elected to determine its ‘‘Canadian tax results’’ in a foreign currencypursuant to the ‘‘functional currency’’ reporting rules; (vi) enters into a ‘‘derivative forward agreement’’ withrespect to its NPR Ordinary Units; or (vii) at any material time, holds NPR Ordinary Units acquired upon theexercise of rights to acquire such NPR Ordinary Units in respect of, in the course of, or by virtue of employmentwith NPR or any corporation or mutual fund trust not dealing at arm’s length with NPR, all within the meaningof the Tax Act. Any such NPR Unitholder should consult its own tax advisor. Furthermore, this summary doesnot address the deductibility of interest by an NPR Unitholder who borrowed funds in connection with theacquisition of NPR Ordinary Units.

This summary is based on the current provisions of the Tax Act, all specific proposals to amend the Tax Actpublicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and the currentadministrative policies and assessing practices of the CRA published in writing by it. Except for the TaxProposals, this summary does not take into account or anticipate any changes in law, whether by legislative,governmental or judicial decision or action, or changes in the CRA’s administrative policies and assessingpractices, nor does it take into account provincial, territorial or foreign tax legislation or considerations, whichmay differ significantly from those discussed herein. This summary assumes that the Tax Proposals will beenacted as currently proposed, but no assurances can be given that this will be the case. Furthermore, noassurances can be given that the CRA will not change its administrative policies and assessing practices.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal ortax advice to any particular NPR Voting Unitholder. This summary is not exhaustive of all Canadian federalincome tax considerations. Consequently, NPR Voting Unitholders are urged to consult their own tax advisors todetermine the particular tax effects to them, if any, of the Contemplated Transactions under Canadian federal,provincial, territorial or local tax laws and under foreign tax laws, having regard to their own particularcircumstances.

Deemed Year-End of NPR

The current taxation year of NPR will be deemed to end on the Effective Date, thereby giving rise to a shorttaxation year for NPR. If NPR determines that its undistributed taxable income for this short taxation yearexceeds prior distributions made to NPR Unitholders in that period, NPR will pay or make payable a specialdistribution to NPR Unitholders prior to the deemed year end to ensure that NPR will not be liable for taxunder Part I of the Tax Act for this short taxation year.

Since the current taxation year of NPR will be deemed to end on the Effective Date, NPR Unitholders withtaxation years ending before December 31, 2015 may be required to report income from NPR earlier than theywould otherwise have been required.

NPR is seeking approval of the CRA to change the fiscal and taxation year end of certain NPR Subsidiaries(which includes NPR LP) in order to ensure that substantially all of the income and net taxable capital gainsearned by such Subsidiaries up to and including the Effective Date will be allocated to NPR Unitholders and toholders of NPR Class B LP Units in accordance with the limited partnership agreement governing NPR LP. Thissummary assumes that the CRA Approval will be obtained, but no assurance can be given in this regard.

Mutual Fund Trust Status

This summary assumes that at all material times True North and NPR qualified and will continue to qualifyas ‘‘mutual fund trusts’’ for the purposes of the Tax Act. If either True North or NPR were not to so qualify, theincome tax considerations described herein would, in some respects, be materially and adversely different. Thissummary also assumes that the implementation of the Arrangement will occur as described in this Circular.Management believes that True North and NPR qualify as mutual fund trusts and that NPR will continue toqualify as a mutual fund trust following the Effective Time.



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SIFT Rules and the REIT Exception

The SIFT Rules effectively tax certain income of a publicly-traded trust or partnership that is distributed toits investors on the same basis as would have applied had the income been earned through a taxable corporationand distributed by way of dividend to its shareholders. These rules apply to ‘‘SIFT trusts’’, ‘‘SIFT partnerships’’(each as defined in the Tax Act) and their investors.

Where the SIFT Rules apply, distributions of a SIFT trust’s ‘‘non-portfolio earnings’’ are not deductible incomputing the SIFT trust’s net income. Non-portfolio earnings generally are defined as income attributable to abusiness carried on by the SIFT trust in Canada or to income (other than certain dividends) from, and capitalgains from the disposition of, ‘‘non-portfolio properties’’ (as defined in the Tax Act). The SIFT trust is itselfliable to pay an income tax on an amount equal to the amount of such non-deductible distributions (grossed upfor taxes) at a rate that is substantially equivalent to the combined federal and provincial general tax rateapplicable to taxable Canadian corporations. Such non-deductible distributions paid to a holder of units of theSIFT trust generally are deemed to be taxable dividends received by the holder of such units from a taxableCanadian corporation. Such deemed dividends will qualify as ‘‘eligible dividends’’ for purposes of the enhancedgross-up and dividend tax credit available under the Tax Act to individuals resident in Canada and for purposesof computing a Canadian resident corporation’s ‘‘general rate income pool’’ or ‘‘low rate income pool’’, as thecase may be (each as defined in the Tax Act). In general, distributions paid as returns of capital will not besubject to the SIFT Rules.

NPR will not be considered to be a SIFT trust in respect of a particular taxation year and, accordingly, willnot be subject to the SIFT Rules in that year, if it qualifies as a ‘‘real estate investment trust’’, as defined in theTax Act, throughout the year (referred to as the ‘‘REIT Exception’’). The REIT Exception is comprised of anumber of technical tests and the determination as to whether NPR qualifies for the REIT Exception in anyparticular taxation year can only be made with certainty at the end of that taxation year.

Based on a review of NPR’s assets and revenues, including the assets to be acquired by NPR as aconsequence of the Contemplated Transactions and the revenues expected to be derived therefrom,management expects that NPR will satisfy the tests to qualify for the REIT Exception for its taxation year thatwill be deemed to end as a result of the consummation of the Contemplated Transactions and for its taxationyear that will be deemed to begin immediately after such year-end, in each case both under the REIT Exception.In addition, management of NPR intends to conduct the affairs of NPR so that NPR will continue to qualify forthe REIT Exception at all future times. However, there can be no assurance that NPR will qualify for the REITException for its current taxation year or any future year.

Acquisition of True North Assets by NPR pursuant to the Plan of Arrangement

Provided that True North and NPR file an election under section 132.2 of the Tax Act in the manner andtime prescribed, the transfer of True North assets to NPR under the Plan of Arrangement will be part of a‘‘qualifying exchange’’, as defined in section 132.2 of the Tax Act. True North and NPR have indicated theirmutual intention that the amount of taxable gains on such transfer will be reduced to the greatest degreepossible and it is currently the view of management that True North should not realize any net income (includingtaxable capital gains) as a result of such transfer. Accordingly, NPR will generally be deemed under section 132.2of the Tax Act to acquire True North’s assets at a cost that is expected to be materially lower than the fair marketvalue of the True North assets so acquired.

The cost of the assets held by True North’s Subsidiaries which will be indirectly acquired by NPR under thePlan of Arrangement will generally not be affected by the Contemplated Transactions for purposes of theTax Act. Accordingly, the cost of such assets and other assets acquired as part of the Contemplated Transactionsis also expected to be materially lower than the fair market value of such assets.



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Additional Consequences of the Contemplated Transactions

Provided True North and NPR file the election under section 132.2 of the Tax Act as described above, theContemplated Transactions will constitute a ‘‘qualifying exchange’’ for purposes of the Tax Act and accordingly,among other things,

(a) NPR will have a deemed taxation year end on the Effective Date;

(b) unrealized losses in property held by NPR will be deemed to have been realized prior to such deemedyear-end, and unrealized gains may be treated as having been realized if NPR elects to file theappropriate designation with CRA; and

(c) any loss carryforwards of NPR in respect of taxation years beginning before the Effective Date will notbe deductible in computing taxable income for taxation years beginning on or after the Effective Date.

It is not expected that any of these additional consequences will have a material effect on NPR orNPR Unitholders.

Risk Factors

In evaluating the Contemplated Transactions, NPR Voting Unitholders should carefully consider thefollowing risk factors relating to the Contemplated Transactions. The following risk factors are not a definitivelist of all risk factors associated with the Contemplated Transactions. Additional risks and uncertainties,including those currently unknown or considered immaterial by NPR, may also adversely affect NPR VotingUnitholders, and/or the combined businesses of True North, the Institutional Portfolio and NPR following theContemplated Transactions. In addition to the risk factors relating to the Contemplated Transactions set outbelow, NPR Voting Unitholders should also carefully consider the risk factors associated with the business ofTrue North included in this Circular, as well as the risk factors included in the True North Annual InformationForm and annual and quarterly management’s discussion and analysis and other documents incorporated byreference herein.

There are potential risks associated with not proceeding with the Contemplated Transactions, includingthe following:

Infrequent Opportunities to Acquire a Large Portfolio of Multi-Family Properties in a Single Transaction

The opportunity to acquire a portfolio of approximately 14,000 multi-family suites in attractive Canadianmarkets, in a single transaction, is unprecedented. Pursuing acquisitions in new markets on aproperty-by-property basis could take many years to achieve, particularly given the challenges associated withacquiring multi-family properties in Canada’s highly fragmented multi-family market. Accordingly, failure to acton the Contemplated Transactions now may result in the opportunity to acquire a portfolio of similar size andquality being unavailable at a later date.

Without further geographic expansion, NPR will be challenged to sustain growth due to high market penetration inexisting regions

Without further geographic expansion, NPR will be challenged to offset the inherent risks associated withthe high market penetration of its existing portfolio in secondary Canadian centres with smaller populations,particularly as it relates to markets that are heavily exposed to resource industries, including constraints onfuture growth and volatility in portfolio occupancy and rental rates in these markets.

Market Price of NPR Ordinary Units may Remain Correlated to Oil & Gas Prices

Without further diversification of its geographic markets, some of which are heavily reliant on the oil andgas industry, the market price of NPR Ordinary Units may remain overly correlated to oil and gas prices. Thismay result in the market price of NPR Ordinary Units underperforming its peers during periods of declining oiland gas prices.



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Fees, Costs and Expenses of the Contemplated Transaction Not Recoverable

NPR has incurred and will continue to incur costs in connection with the Contemplated Transactions. Thesefees, costs and expenses include, without limitation, legal fees, financial advisor fees, depositary fees and printingand mailing costs, which will be payable whether or not the Contemplated Transactions are completed.

If the Contemplated Transactions are not completed, NPR may incur a termination fee or be required toreimburse expenses

If the Contemplated Transactions are not completed, NPR may have to pay True North, in circumstancesspecified in the Amended and Restated Arrangement Agreement, the Termination Fee of $10.5 million, oreither party may be required to pay the other, in certain circumstances specified in the Amended and RestatedExchange Agreement, the Expense Reimbursement Fee of $2.0 million for the non-terminating party’sout-of-pocket costs and expenses incurred in connection with the Contemplated Transactions. Any payment ofsuch fees may adversely affect the trading price of NPR Ordinary Units and NPR’s financial resultsand operations.

Additional potential risks may arise if NPR proceeds with the Contemplated Transactions, includingthe following:

The Contemplated Transactions are subject to the satisfaction or waiver of several conditions

The Contemplated Transactions are conditional upon, among other things, True North UnitholderApproval, NPR Unitholder Approval and True North and/or NPR having obtained certain other approvals(including those of the Court, the Exchange and the necessary Competition Act Approvals). There is nocertainty, nor can NPR provide any assurance, that these conditions will be satisfied or, if satisfied, when theywill be satisfied. A substantial delay in obtaining satisfactory approvals or the imposition of unfavourable termsor conditions in any required approvals could have an adverse effect on NPR’s business, financial condition orresults of operations. In addition, if for any reason the conditions to the Contemplated Transactions are notsatisfied or waived and the Contemplated Transactions are not completed or if the Contemplated Transactions isotherwise terminated, the market price of NPR Ordinary Units may be adversely affected.

If the Contemplated Transactions are not completed and NPR decides to seek another acquisition, therecan be no assurance that it will be able to find an asset or target company for acquisition at an equivalent ormore attractive price than the total Consideration to be paid pursuant to the Contemplated Transactions.

Certain costs relating to the Contemplated Transactions, such as legal, accounting and financial advisorfees, must be paid by NPR, even if the Contemplated Transactions are not completed.

The consideration under the Contemplated Transactions represents a fixed exchange ratio

True North Unitholders and the Vendors will receive fixed consideration under the ContemplatedTransactions, rather than consideration with a fixed market value. Because the number of NPR Ordinary Unitsto be received in respect of each True North Ordinary Unit and the NPR Ordinary Units and Class B LP Unitsto be received by the Vendors as consideration for the Institutional Portfolio under the ContemplatedTransactions will not be adjusted to reflect any change in the market value of the NPR Ordinary Units, themarket value of the securities of NPR received under the Contemplated Transactions may vary significantly fromthe market value at the dates referenced in this Circular. If the market price of the NPR Ordinary Unitsincreases or decreases, the value of the consideration that True North Unitholders and the Vendors receivepursuant to the Contemplated Transactions will correspondingly increase or decrease.

There can be no assurance that the market price of the NPR Ordinary Units on the Effective Date will notbe lower than the market price of such NPR Ordinary Units on the date of the Meeting. In addition, the numberof NPR Ordinary Units and Class B LP Units being issued in connection with the Contemplated Transactionswill not change despite increases or decreases in the market price of the True North Ordinary Units. Many of the



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factors that affect the market price of the NPR Ordinary Units and the True North Ordinary Units are beyondthe control of NPR and True North, respectively.

NPR has not verified the reliability of the information regarding True North and the Institutional Portfolioincluded in, or which may have been omitted from, this Circular

Unless otherwise indicated, all historical information regarding True North and the Institutional Portfoliocontained in this Circular, including all financial information and all pro forma financial information reflectingthe pro forma effects of the acquisition of True North and the Institutional Portfolio by NPR, has been derivedfrom True North’s publicly disclosed information or provided by True North or the Vendors. Although NPR hasno reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission inTrue North’s publicly disclosed information or the information provided by True North or the Vendors, includingthe information about or relating to True North and the Institutional Portfolio contained in this Circular, couldresult in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affectNPR’s operational and development plans and NPR’s results of operations and financial condition.

Completion of the Contemplated Transactions could adversely affect the market price of NPR Ordinary Units

Market reaction to the Contemplated Transactions is unpredictable and could have an adverse effect on thefuture trading price of NPR Ordinary Units.

After completion of the Contemplated Transactions, a significant number of additional NPR OrdinaryUnits will be available for trading in the public market and a significant number of additional NPR OrdinaryUnits will be issuable upon the exchange of Class B LP Units. This increase in the number of issued and issuableNPR Ordinary Units may lead to sales of such NPR Ordinary Units or the perception that such sales may occur,either of which may adversely affect the market for, and the market price of, the NPR Ordinary Units.Moreover, any former True North Unitholder holding a significant percentage of True North Ordinary Units orthe Vendors may hold a significant percentage of NPR Ordinary Units (on a fully diluted basis) after theContemplated Transactions. The potential that such former True North Unitholder or one of the Vendors maysell its NPR Ordinary Units in the public market (commonly referred to as ‘‘market overhang’’), as well as anyactual sales of such units in the public market, could adversely affect the market price of theNPR Ordinary Units.

The integration of NPR with True North and the Institutional Portfolio may not occur as planned

The Amended and Restated Arrangement Agreement and the Conditional Purchase Agreements havebeen entered into with the expectation that the successful completion of the Contemplated Transactions willresult in increased revenue for NPR. This expectation is partly based on presumed synergies from consolidationof the properties owned by NPR, True North and the Vendors. These anticipated benefits will depend in part onwhether the operations, systems, management and cultures of each of True North, NPR and Starlight can beintegrated in an efficient and effective manner and whether the expected bases or sources of synergies do in factproduce the benefits anticipated. Most operational and strategic decisions, and certain staffing decisions, withrespect to the combined company post-acquisition will continue to be reviewed by NPR and may not have beenfully identified. These decisions and the integration of NPR and True North, as well as the InstitutionalPortfolio, will present challenges to management, including the integration of systems and personnel of the twoentities, and special risks, including possible unanticipated liabilities, significant one-time write-offs orrestructuring charges, unanticipated costs and the loss of key employees. There can be no assurance that therewill be operational or other synergies realized by NPR, or that the integration of NPR’s and True North’soperations, systems, management and cultures, and the addition of the Institutional Portfolio, will be timely oreffectively accomplished, or ultimately will be successful in increasing earnings and reducing costs.



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Northview may not realize the development opportunities of its newly acquired properties

As part of NPR’s strategy, NPR will continue NPR’s efforts to develop new properties and will have anexpanded portfolio of such properties as a result of NPR’s acquisition of True North and the InstitutionalPortfolio. A number of risks and uncertainties are associated with the development of these types of properties,including political, legal, litigation, regulatory, construction, labour, environmental, operating, technical andtechnological risks, uncertainties relating to capital and other costs and financing risks.

NPR may be subject to additional capital requirements and operating risks associated with NPR’s expandedoperations and NPR’s expanded portfolio of properties.

As a consequence of the Contemplated Transactions, NPR will be subject to additional capital requirementsassociated with the expanded operations and expanded portfolio of properties.

NPR must generate sufficient internal cash flows and/or be able to utilize available financing sources tofinance NPR’s growth and sustain capital requirements. Following the Contemplated Transactions, a decrease inthe amount of, or a change in the timing of, the production outlook will directly affect the amount and timing ofNPR’s cash flow from operations. If NPR does not achieve the revenue from properties it has projected, NPRcould be required to raise significant additional capital through the capital markets and/or incur significantborrowings to meet NPR’s capital requirements. These financing requirements could adversely affect NPR’sability to access the capital markets in the future to meet any external financing requirements NPR might have.

Northview may incur additional tax following the completion of the Contemplated Transactions

NPR currently qualifies as a mutual fund trust and a REIT for Canadian federal income tax purposes. NPRexpects to distribute all of its taxable income to NPR Voting Unitholders annually and therefore generally not tobe subject to Canadian federal income tax. In order to maintain NPR’s current status as a mutual fund trust anda REIT, NPR is required to comply with specific restrictions regarding its activities and investments. If NPRwere to cease to qualify as a mutual fund trust or a REIT for Canadian federal income tax purposes, theconsequences could be material and adverse. In addition, Northview may be subject to additional federal orprovincial tax implications or a reassessment following the completion of the Contemplated Transactions.

No assurance can be given that the provisions of the Tax Act regarding mutual fund trusts and REITs willnot be changed in a manner that adversely affects NPR and the NPR Voting Unitholders. Further, no assurancecan be given that any Governmental Entity will accept NPR’s anticipated tax consequences as a result of theContemplated Transactions.

Other Risks

Additional risks and uncertainties related to NPR’s business and operations are set out in the NPR AnnualInformation Form under the heading ‘‘Risks Related to NPR’s Business’’, as well as in NPR’s most recentquarterly and annual management’s discussion and analysis, which risks and uncertainties are incorporatedherein by reference.

Summary of the Material Transaction Agreements

The Amended and Restated Arrangement Agreement provides the terms of the Contemplated Transactionspursuant to which NPR will acquire all of True North’s right, title and interest in and to all of True North’sproperty and includes an outline of the plan to acquire the Institutional Portfolio from the Vendors.

The Amended and Restated Arrangement Agreement also contemplates that certain other agreements willbe entered into by NPR, True North, the Vendors and their respective affiliates that will govern certain aspectsof the Contemplated Transactions and NPR’s business going forward, including:

(i) the Amended and Restated Exchange Agreement;

(ii) the Transitional Service Agreement;



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(iii) the Conditional Purchase Agreements;

(iv) the True North Lock-Up Agreements; and

(v) the NPR Lock-Up Agreements.

A summary description of each of the Transaction Agreements is set out below. This summary descriptionof the Transaction Agreements discloses all terms material to the NPR Voting Unitholders but is not complete,and with respect to each such agreement to which NPR or one of its affiliates is a party, is qualified by referenceto the provisions of the agreement, which has been filed under NPR’s profile on SEDAR at www.sedar.com andmay also be obtained, free of charge, by NPR Unitholders upon request from the Corporate Secretary of NPR at110, 6131 – 6th Street SE Calgary, Alberta, T2H 1L9.

Amended and Restated Arrangement Agreement

The Amended and Restated Arrangement Agreement is the agreement that governs the terms of theContemplated Transactions.

At the Effective Time of the Amended and Restated Arrangement Agreement, and upon the terms andsubject to the conditions of the Amended and Restated Arrangement Agreement and in accordance with thePlan of Arrangement and the Conditional Purchase Agreements, among other things, NPR will acquire: (i) all ofTrue North’s right, interest and title to True North’s property; and (ii) the Institutional Portfolio (as described inthe Starlight Conditional Purchase Agreement and the IMH Conditional Purchase Agreement below).

Pursuant to the terms of a Plan of Arrangement, each True North Ordinary Unitholder will receive0.3908 NPR Ordinary Units as consideration for each of their True North Ordinary Units. The Amended andRestated Arrangement Agreement has been structured such that True North Ordinary Unitholders who areresident in Canada for purposes of the Tax Act and who hold their True North Ordinary Units as capitalproperty who receive NPR Ordinary Units will receive their NPR Ordinary Units on a tax-deferred ‘‘roll over’’basis for Canadian income tax purposes.

The Amended and Restated Arrangement Agreement involves a number of steps which will occursequentially. In summary, these steps will result in, among other things:

• the articles of True North GP will be amended to create a new class of redeemable and retractablepreferred shares;

• True North will subscribe for ten preferred shares of True North GP for consideration of $100;

• each of the True North Declaration of Trust and the NPR Declaration of Trust being amended to theextent necessary to facilitate the Contemplated Transactions and the implementation of the steps andtransactions described in the Plan of Arrangement;

• True North paying out, as a special distribution on the True North Ordinary Units, the amount, if any,that is determined by it prior to the Effective Time to be equal to its bona fide best estimate of theamount, if any, of its taxable income for its taxation year that will be deemed to end as a result of the Planof Arrangement (taking into account any prior distributions during such period);

• NPR paying out, as a special distribution on the NPR Ordinary Units, the amount, if any, that isdetermined by it prior to the Effective Time to be equal to its bona fide best estimate of the amount, ifany, of its taxable income for its taxation year that will be deemed to end as a result of the Plan ofArrangement (taking into account any prior distributions during such period);

• each of the Dissenting Units being transferred to True North (free and clear of all Encumbrances) inconsideration for a debt claim against True North for the amount determined under Article 4 of the Planof Arrangement and the Dissenting Unitholders ceasing to be the holders of such True North OrdinaryUnits and to have any rights as holders of such True North Ordinary Units, other than the right to be paid



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fair value for such True North Ordinary Units, as determined under Article 4 of the Plan of Arrangement,and thereafter such True North Units being cancelled;

• pursuant to and in accordance with the True North Debenture Supplemental Indenture, the True NorthDebentures and the True North Debenture Indenture being amended and supplemented to modify theapplicable conversion price specified therein;

• the limited partnership agreement of each of the True North Partnerships being amended to create theRedeemable Units;

• the holders of True North Partnerships Class B Units exchanging each of their True North PartnershipsClass B Units, as applicable, for either (i) consideration consisting solely of 0.3908 NPR Ordinary Unitsfor each True North Partnerships Class B Units (rounded down to the nearest whole number); or(ii) consideration consisting solely of Redeemable Units of the applicable True North Partnership on aone-for-one basis in accordance with subsection 97(2) of the Tax Act such that the exchange will beeffected on an income tax-deferred basis; depending upon the election or deemed election by such holderand provided, however, that a holder of True North Partnerships Class B Units that is a person in theUnited States shall only be able to receive NPR Ordinary Units rather than Redeemable Units inexchange for their True North Partnerships Class B Units;

• pursuant to and in accordance with the definition of ‘‘qualifying exchange’’ in Section 132.2 of theTax Act, True North selling, transferring, conveying, assigning and delivering to NPR, and NPR acquiringfrom True North, all of the right, title and interest of True North in and to all of its property, free andclear of all Encumbrances other than True North Permitted Encumbrances, in exchange for a certainnumber of NPR Ordinary Units and the assumption by NPR of certain obligations and other liabilities;

• True North Special Voting Units being redeemed in accordance with the True North Declaration of Trust;and at the same time as this step, NPR issuing NPR Special Voting Units to holders of True NorthPartnerships Class B Units in accordance with the NPR Declaration of Trust;

• pursuant to and in accordance with the definition of ‘‘qualifying exchange’’ in Section 132.2 of theTax Act, True North redeeming, retracting and immediately cancelling all of the outstanding True NorthOrdinary Units in exchange for 0.3908 NPR Ordinary Units for each True North Ordinary Unit (roundeddown to the nearest whole number);

• the following, and all unvested outstanding unexercised rights and interests therein granted to any personbefore the Effective Time, being cancelled for no consideration: (i) the True North Deferred Unit Planand all True North Deferred Units; (ii) the True North DRIP; (iii) the True North RUR Plan and all TrueNorth RURs; and (iv) the True North Unit Option Plan and all True North Unit Options;

• certain steps relating to the implementation of the transactions contemplated by the ConditionalPurchase Agreements being undertaken, with the result that the Institutional Portfolio is acquired byNPR; and

• True North being formally dissolved.

The Amended and Restated Arrangement Agreement is available under NPR’s profile on SEDAR atwww.sedar.com and may also be obtained, free of charge, by NPR Voting Unitholders upon request from theCorporate Secretary of NPR at 110, 6131 – 6th Street SE Calgary, Alberta T2H 1L9.

The following summary of certain material provisions of the Amended and Restated ArrangementAgreement is not comprehensive, and is qualified in its entirety by reference to the full text of the Amended andRestated Arrangement Agreement.



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Conditions

Mutual Conditions Precedent

The obligations of NPR and True North to complete the Arrangement are subject to the fulfillment of eachof the following conditions precedent on or before the Outside Date or the Effective Time, as applicable, each ofwhich may only be waived with the mutual consent of NPR and True North:

• the Interim Order and the Final Order shall each have been obtained on terms substantially consistentwith the Amended and Restated Arrangement Agreement, and shall not have been set aside or modifiedin a manner unacceptable to True North or NPR, acting reasonably, on appeal or otherwise;

• the Arrangement Resolution shall have been approved and adopted by the True North Unitholders at theTrue North Meeting in accordance with the Interim Order;

• the NPR Unitholder Approval shall have been obtained by NPR at the Meeting;

• the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement, includingthe Plan of Arrangement, shall be in form and substance satisfactory to NPR and True North, each actingreasonably;

• no Governmental Entity shall have enacted, issued, promulgated, made any order or enforced or enteredany Law (whether temporary, preliminary or permanent) that enjoins or otherwise prohibitsconsummation of, or dissolves, the Contemplated Transactions;

• the Competition Act Approvals shall have been obtained on terms satisfactory to each of NPR and TrueNorth, acting reasonably;

• NPR shall have delivered evidence acceptable to True North, acting reasonably, that the Exchange hasconditionally approved (subject only to customary conditions) (i) the listing on the Exchange of sufficientNPR Ordinary Units issuable or to be made issuable pursuant to the Amended and RestatedArrangement Agreement; and (ii) the supplemental listing on the Exchange of the True NorthDebentures to be assumed by NPR pursuant to the Amended and Restated Arrangement Agreement;

• True North shall have delivered evidence acceptable to NPR, acting reasonably, that the Exchange hasconditionally approved (subject only to customary conditions) the Contemplated Transactions;

• NPR and True North shall have executed such instruments, and the True North Debenture Trustee shallhave received such opinions, as contemplated and required by the True North Debenture Indenture, inorder to provide for the assumption, as of the Effective Time, by NPR of all of the obligations of TrueNorth under the True North Debenture Indenture in respect of the True North Debentures, such that, asof the Effective Time, the True North Debentures become valid and binding obligations of NPR entitlingthe holders thereof, as against NPR, to all of the rights of holders of True North Debentures under theTrue North Debenture Indenture; and

• Dissent Rights in respect of the Amended and Restated Arrangement Agreement shall not have beenvalidly exercised (and not withdrawn) as of the Effective Date by holders of greater than 5% of theoutstanding True North Ordinary Units.

The foregoing conditions are for the mutual benefit of NPR and True North and may be asserted by NPRor True North regardless of the circumstances and may be waived by NPR or True North (with respect to suchparty only) in their sole discretion, in whole or in part, at any time and from time to time without prejudice toany other rights which NPR or True North may have.



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Additional Conditions Precedent to the Obligations of NPR

The obligations of NPR to complete the Contemplated Transactions shall also be subject to the fulfillmentof each of the following conditions precedent (each of which is for the exclusive benefit of NPR and may bewaived by NPR at any time):

• all covenants of True North under the Amended and Restated Arrangement Agreement to be performedon or before the Outside Date or the Effective Time, as applicable, shall have been duly performed byTrue North in all material respects;

• all representations and warranties of True North set out in the Amended and Restated ArrangementAgreement shall be true and correct in all material respects as of the Effective Time as though made onand as of the Effective Time (subject to certain exceptions);

• there shall not be pending or threatened in writing any suit, action or proceeding by any GovernmentalEntity (other than a suit, action or proceeding that is considered by NPR, acting reasonably and in goodfaith, to be frivolous or vexatious) that is reasonably likely to result in a:

(i) restriction or prohibition of the consummation of the Contemplated Transactions or a personobtaining from True North or NPR any material damages directly or indirectly in connection withthe Contemplated Transactions;

(ii) prohibition or material limit on the ownership by NPR of the True North Partnership, TrueNorth GP or any material portion of True North’s business; or

(iii) Material Adverse Effect in respect of True North;

• since the date of the Amended and Restated Arrangement Agreement, there shall not have occurred aMaterial Adverse Effect in respect of True North;

• the conditions to closing the Portfolio Acquisitions contemplated by the Conditional PurchaseAgreements shall have been satisfied or waived and the parties to the Conditional Purchase Agreementsare ready, willing and irrevocably committed to close the acquisition of the Institutional Portfoliopursuant to the Conditional Purchase Agreements, subject only to completion of the Arrangement;

• Starlight will have provided notice of receipt of the Incentive Fee;

• True North and Starlight shall have terminated the True North Asset Management Agreement inaccordance with its terms;

• the Transitional Service Agreement shall have been executed and delivered by Starlight;

• all holders of True North Unit Options shall have executed and delivered to NPR notices confirming suchholders’ consent to the cancellation of their True North Unit Options;

• Starlight has provided notice of receipt of the Initial Pipeline Fee;

• The IP Transfer Agreement shall have been executed and delivered by Starlight, such agreement to beheld in escrow pending confirmation of completion of the Contemplated Transactions; and

• the Amended and Restated Exchange Agreement shall have been executed and delivered by all partiesthereto who are required to execute such agreement.



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Additional Conditions Precedent to the Obligations of True North

The obligation of True North to complete the Contemplated Transactions shall also be subject to thefulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of True Northand may be waived by True North at any time):

• all covenants of NPR under the Amended and Restated Arrangement Agreement to be performed on orbefore the Outside Date or the Effective Time, as applicable, shall have been duly performed by NPR inall material respects;

• all representations and warranties of NPR set out in the Amended and Restated ArrangementAgreement shall be true and correct in all material respects as of the Effective Time as though made onand as of the Effective Time (subject to certain exceptions);

• there shall not be pending or threatened in writing any suit, action or proceeding by any GovernmentalEntity (other than a suit, action or proceeding that is considered by True North, acting reasonably and ingood faith, to be frivolous or vexatious) that is reasonably likely to result in a:

(i) restriction or prohibition of the consummation of the Contemplated Transactions or a personobtaining from True North or NPR any material damages directly or indirectly in connection withthe Contemplated Transactions;

(ii) prohibition or material limit on the ownership by NPR of the True North Partnership, TrueNorth GP or any material portion of True North’s business; or

(iii) Material Adverse Effect in respect of NPR;

• since the date of the Amended and Restated Arrangement Agreement, there shall not have occurred aMaterial Adverse Effect in respect of NPR;

• NPR shall have delivered a certificate addressed to True North confirming that the conditions to closingof the Portfolio Acquisitions contemplated by the Conditional Purchase Agreements have been satisfiedor waived and the parties to the Conditional Purchase Agreements are ready, willing and irrevocablycommitted to close the acquisition of the Institutional Portfolio pursuant to the Conditional PurchaseAgreements, subject only to the completion of the Arrangement;

• Starlight will have provided notice of receipt of the Incentive Fee;

• True North and Starlight shall have terminated the True North Asset Management Agreement and inaccordance with its terms;

• the Transitional Service Agreement shall have been executed and delivered by NPR;

• Starlight will have provided notice of receipt of the Initial Pipeline Fee;

• the IP Transfer Agreement shall have been executed and delivered by NPR, such agreement to be held inescrow pending confirmation of completion of the Contemplated Transactions;

• the Amended and Restated Exchange Agreement shall have been executed and delivered by all of theparties thereto who are required to execute such agreement; and

• NPR shall have provided funding to permit True North to settle all the termination obligations of itssenior officers and employees in the amount of the Termination Amount.

Representations and Warranties

The Amended and Restated Arrangement Agreement contains a number of customary representations andwarranties of NPR and True North relating to, among other things: legal status; valid authorization; no violation



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of constating documents, contracts or laws; capitalization; and the validity, binding nature of and enforceabilityof, the Amended and Restated Arrangement Agreement. The representations and warranties also addressvarious matters relating to the business, operations and properties of each of the parties, including: reportingissuer status under Canadian securities laws; public filings; financial statements; absence of undisclosedliabilities; absence of any Material Adverse Effect, as applicable; regulatory approvals and consents; insurance;ownership of assets; environmental; expropriation; and accuracy of information in its data room.

Covenants

Covenants of True North Regarding the Conduct of Activities and Business

True North covenants and agrees that it shall, and shall cause each of its Subsidiaries to:

• conduct its and their respective activities and businesses in the ordinary course of business, and comply inall material respects with applicable Laws, and to use its and their commercially reasonable efforts topreserve intact its and their present business organization and goodwill, to preserve intact its and theirrespective properties and assets, in good standing, to keep available the services of its and their respectiveofficers and employees as a group and to maintain satisfactory relationships with tenants, suppliers,employees, Governmental Entities and others having business relationships with them;

• not issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge,dispose of or encumber any True North Units, securities, or any warrants, calls, conversion or exchange orother exercise privileges or rights of any kind to acquire any True North Units, other securities of TrueNorth or any securities of the True North Subsidiaries;

• not sell, pledge, dispose of, mortgage, licence, lease or encumber or agree to sell, pledge, dispose of,mortgage, licence, lease or encumber or otherwise transfer any of the True North Properties or anyinterest in any of the True North Properties or any of its other assets which have a value greater than$5 million in the aggregate, other than the True North Permitted Encumbrances or in connection withany re-financing in the ordinary course of business of any of the True North Properties or other assets(so long as the principal amount of any indebtedness related thereto is not materially increased thereby);

• not amend or propose to amend the True North Declaration of Trust or any partnership agreement,declaration of trust, articles, by-laws or other constating documents of a True North Subsidiary or theterms of any securities of True North or any True North Subsidiary;

• not enter into, or, waive, release, grant, transfer, exercise, modify, supplement or amend in a materialmanner any existing contractual rights under, any True North Material Contract;

• not split, combine or reclassify any outstanding True North Units, other securities of True North, anysecurities of any True North Subsidiary nor redeem purchase of offer to purchase any True North Units,any other securities of True North or any securities of any True North Subsidiary;

• other than Permitted True North Distributions and any interest and principal payments required to bemade on the True North Debentures, not declare, set aside or pay any distribution (whether in cash,securities or property or any combination thereof) or other payment in respect of any True North Units,other securities of True North or any securities of any True North Subsidiary except, in the case of any ofthe True North Subsidiaries wholly-owned by True North, for distributions payable to True North oranother True North Subsidiary wholly-owned by True North;

• not reorganize, amalgamate or merge True North or any True North Subsidiary with any other person noradopt a plan of liquidation or resolutions providing for the liquidation or dissolution of True North or anyTrue North Subsidiary;



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• not acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any person, orcomplete any investment either by purchase of shares or securities, contributions of capital (other than towholly-owned Subsidiaries), property transfer or purchase of any other property or assets of anyother person;

• not incur, create, assume or otherwise become liable for any indebtedness for borrowed money or anyother material liability or obligation or issue any debt securities, except for the borrowing of workingcapital in the ordinary course of business, any re-financing in the ordinary course of business of any of theTrue North Properties or other assets (so long as the principal amount of any indebtedness relatedthereto is not materially increased thereby) or guaranteeing, endorsing or otherwise as anaccommodation becoming responsible for, the obligations of any other person or make any loansor advances;

• not enter into any employment or consulting agreement (other than in the ordinary course of business)and not increase the compensation or benefits payable or to become payable to its trustees or officers(whether from True North or any True North Subsidiary), enter into or modify any employment,severance, change of control or similar agreements or arrangements with, or grant any bonuses, salaryincreases, severance or termination pay to, any trustee or officer of True North or any True NorthSubsidiary; or hire, appoint or terminate other than with just cause, the employment of any trustees orofficers of True North or any True North Subsidiary, and in the case of employees and directors who arenot trustees or officers of True North, not take any action, grant or make any promise with respect tobonuses, salary increases, severance, termination pay, change of control, retention (other than pursuantto an established retention pool) or completion agreements or with respect to any increase of benefitspayable in effect on the date of the Amended and Restated Arrangement Agreement;

• not establish, adopt, enter into or amend any bonus, profit sharing, thrift, incentive, compensation, stockoption, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment,termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement forthe benefit or welfare of any trustees, directors, officers, current or former employees of True North orTrue North Subsidiaries or waive any performance or vesting criteria or accelerate vesting, exercisabilityor funding under and such plan, agreement, trust, fund, policy or arrangement, other than pursuant to thewritten terms thereof except as contemplated by the Amended and Restated Arrangement Agreement;

• not enter into or renew any Contract or other binding obligation of True North or the True NorthSubsidiaries (i) containing (A) any limitation or restriction on the ability of True North or any True NorthSubsidiary or, following completion of the Contemplated Transactions, the ability of NPR or the NPRSubsidiaries, to engage in any type of activity or business, (B) any limitation or restriction on the mannerin which, or the localities in which, all or any portion of the business of True North or the True NorthSubsidiaries or, following consummation of the Contemplated Transactions, all or any portion of thebusiness of NPR or the NPR Subsidiaries, is or would be conducted, or (C) any limit or restriction on theability of True North or any Subsidiary or, following completion of the Contemplated Transactions, theability of NPR or the NPR Subsidiaries, to solicit customers or employees; or (ii) that would reasonablybe expected to materially delay or prevent the consummation of the Contemplated Transactions;

• not enter into or renew any Contract or other binding obligation of True North or the True NorthSubsidiaries that (i) is not in the ordinary course of business; or (ii) is not terminable within 60 days of theEffective Date without payment by True North or the True North Subsidiaries that involves or wouldreasonably be expected to involve payments in excess of $1 million in the aggregate over the term of theContract, except for leases of premises in any of the True North Properties in the ordinary course;

• use its and their commercially reasonable efforts to cause its and their current insurance (or re-insurance)policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unlesssimultaneously with such termination, cancellation or lapse, replacement policies underwritten by



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insurance or re-insurance companies of nationally recognized standing providing coverage equal to orgreater than the coverage under the cancelled, terminated or lapsed policies for substantially similarpremiums are in full force and effect;

• use its and their commercially reasonable efforts to remove any Encumbrances (other than True NorthPermitted Encumbrances) on the True North Properties such that, to the extent possible at the EffectiveTime, other than True North Permitted Encumbrances, there are no Encumbrances on the True NorthProperties;

• other than in emergency, or life and safety circumstance, not incur any capital expenditures or enter intoany agreement obligating True North or any True North Subsidiary to provide for future capitalexpenditures, in excess of the amounts set out in the True North 2015 Capital Expenditure Budget;

• use commercially reasonable efforts to duly and timely file all Tax Returns required to be filed by it on orafter the date of the Amended and Restated Arrangement Agreement and all such Tax Returns will betrue, complete and correct in all respects;

• timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by itto the extent due and payable;

• not make or rescind any material express or deemed election relating to Taxes;

• not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent toany extension or waiver of any limitation period with respect to Taxes;

• not settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation,audit or controversy (including relating to Taxes);

• not amend any Tax Return or change any of its methods of reporting income, deductions or accountingfor income Tax purposes from those employed in the preparation of its income Tax Return for thetaxation year ended December 31, 2013 and each subsequent taxation year, except as may be required byapplicable Laws;

• not enter into any Swaps or other similar financial instruments or like transactions;

• duly and timely file all material forms, reports, schedules, statements and other documents required to befiled pursuant to Applicable Securities Laws; and

• furnish promptly to NPR or NPR’s legal counsel any requests from any Governmental Entity for anyinformation in respect of the business, operations, financial condition or assets of True North or anymaterial third party complaint, investigation or hearing (or investigations indicating the same may becontemplated) to the extent that it relates to or could affect True North or True North’s assets, except forsuch requests that would not, individually or in the aggregate, reasonably be considered material to TrueNorth and the True North Subsidiaries taken as a whole or prevent, materially delay or materially impedethe ability of True North to consummate the Contemplated Transactions.

• without limiting the generality of the foregoing, vote or cause to be voted all shares and other securitiesheld by True North or any True North Subsidiary and use its and their commercially reasonable efforts tocause all nominees of True North or any True North Subsidiary on the board of directors or anymanagement committee or other committee of any True North Subsidiary to vote, in a manner consistentwith all of the foregoing subsections, including voting against, or causing such persons to vote against, anyresolution to approve any act, agreement or transaction prohibited by any of the foregoingsubsections; and

• not announce an intention, enter into any formal or informal agreement, or otherwise make acommitment to do any of the things prohibited by any of the foregoing subsections.



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Covenants of True North Relating to the Contemplated Transactions

True North shall, and shall cause its Subsidiaries to, perform all obligations required to be performed byTrue North or any of its Subsidiaries under the Amended and Restated Arrangement Agreement, co-operatewith NPR in connection therewith, and do all such other acts and things as may be necessary or reasonablydesirable in order to consummate and make effective the Contemplated Transaction and, without limiting thegenerality of the foregoing, True North shall and, where applicable, shall cause its Subsidiaries to:

• use its and their commercially reasonable efforts to obtain all Competition Act Approvals asexpeditiously as possible;

• defend all lawsuits or other legal, regulatory or other proceedings against True North challenging oraffecting the Amended and Restated Arrangement Agreement or the consummation of theContemplated Transaction;

• provide such assistance as may be reasonably requested by NPR for the purposes of obtaining theNPR Unitholder Approval at the Meeting;

• not take any action which would render, or which reasonably may be expected to render, anyrepresentation or warranty made by True North in the Amended and Restated Arrangement Agreementuntrue in any material respect;

• not take any action or fail to take any action that is intended to or would reasonably be expected toindividually or in the aggregate, prevent, materially delay or materially impede the ability of True Northto consummate the Contemplated Transactions;

• provide NPR with prompt written notice of:

(i) any material change (or any condition, event, circumstance or development involving a prospectivechange) in the activities, business, assets, operations, capitalization, condition (financial orotherwise), share or debt ownership, results of operations, cash flows, properties, licenses, permits(including Authorizations), rights, or privileges, whether contractual or otherwise, or liabilities(including any contingent liabilities that may arise through outstanding, pending or threatenedlitigation or otherwise), of True North or any True North Subsidiary;

(ii) any material change in the factual basis for any representation or warranty where such a change is ormay be of such a nature as to render any such representation or warranty misleading or untrue;

(iii) any material fact in respect of True North which arises and which would have been required to bestated herein had the fact arisen on or prior to the date of the Amended and Restated ArrangementAgreement; and

(iv) any material change to the good standing of the Existing True North Mortgages and related securityor the True North Credit Facility and related security,

which, when considered individually or in the aggregate, would constitute a Material Adverse Effect inrespect of True North;

• other than in connection with discussions with securities regulatory authorities pertaining to obtainingagreed upon exemptive relief under the Applicable Securities Laws, not initiate any material discussions,negotiations or filings with any Governmental Entity with respect to the Contemplated Transactionswithout the prior consent of NPR, such consent not to be unreasonably withheld, and further agrees toprovide NPR with prompt notice (to the extent permitted by Law) of any material governmental or thirdparty complaints, investigations or hearings or communication (whether oral or written) indicating thatthe same may be contemplated, including a copy of any written communication;



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• use commercially reasonable efforts to enforce any confidentiality agreement or standstill agreements orprovisions it has with any person other than NPR and not waive, relieve any person of or amend any suchagreements or provisions in any way, provided that, for the avoidance of doubt, any automatic releasefrom any standstill agreement or provisions of any such agreement in accordance with its terms shall notconstitute a breach;

• promptly advise NPR of the number of True North Ordinary Units for which True North receives noticesof dissent or written objections to the Amended and Restated Arrangement Agreement and provideNPR with copies of such notices and written objections;

• use its commercially reasonable efforts to obtain all third party consents, waivers, permits, exemptions,orders, approvals, agreements, amendments and modifications necessary to consummate theContemplated Transactions;

• use its commercially reasonable efforts to obtain approval of the CRA to change the fiscal year end ofeach Canadian True North Subsidiary that is a partnership to coincide with the Effective Date and toobtain an extension of time to file stub period Tax Returns;

• take such reasonable steps as are necessary to effect such amendments to the True North Declaration ofTrust as are necessary to give effect to the Contemplated Transactions;

• use its commercially reasonable efforts to obtain and assist NPR in taking all steps necessary to executeand deliver the True North Debenture Supplemental Indenture and to make effective the succession ofNPR as successor to True North pursuant to the True North Debenture Indenture;

• use its commercially reasonable efforts to obtain the resignations of the trustees, directors and officers ofTrue North and the True North Subsidiaries, together with mutual releases from such persons in favour ofTrue North and NPR in form and substance satisfactory to NPR, acting reasonably, all of the foregoing totake effect at the Effective Time; and

• use its commercially reasonable efforts to satisfy all conditions precedent in the Amended and RestatedArrangement Agreement.

Covenants of NPR Regarding Conduct of Activities and Business

NPR covenants and agrees that it shall, and shall cause each of its Subsidiaries to:

• conduct its and their respective activities and businesses in the ordinary course of business, and comply inall material respects with applicable Laws, and to use its and their commercially reasonable efforts topreserve intact its and their present business organization and goodwill, to preserve intact its and theirrespective properties and assets, in good standing, to keep available the services of its and their respectiveofficers and employees as a group and to maintain satisfactory relationships with NPR Tenants, suppliers,employees, Governmental Entities and others having business relationships with them;

• not issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge,dispose of or encumber any NPR Units, securities, or any warrants, calls, conversion or exchange or otherexercise privileges or rights of any kind to acquire any NPR Units, other securities of NPR or anysecurities of the NPR Subsidiaries;

• not sell, pledge, dispose of, mortgage, licence, lease or encumber or agree to sell, pledge, dispose of,mortgage, licence, lease or encumber or otherwise transfer any of the NPR Properties or any interest inany of the NPR Properties or any of its other assets which have a value greater than $5 million in theaggregate, other than the NPR Permitted Encumbrances or in connection with any re-financing of any ofthe NPR Properties or other assets (so long as the principal amount of any indebtedness related theretois not materially increased thereby);



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• other than as contemplated by the Amended and Restated Arrangement Agreement, not amend orpropose to amend the NPR Declaration of Trust or any partnership agreement, declaration of trust,articles, by-laws or other constating documents of a NPR Subsidiary or the terms of any securities of NPRor any NPR Subsidiary;

• not enter into, or, waive, release, grant, transfer, exercise, modify, supplement or amend in a materialmanner any existing contractual rights under, any NPR Material Contracts;

• not split, combine or reclassify any outstanding NPR Units, other securities of NPR or any securities ofany NPR Subsidiary nor redeem, purchase or offer to purchase any NPR Units, any other securities ofNPR or any securities of any NPR Subsidiary;

• other than Permitted NPR Distributions, not declare, set aside or pay any distribution (whether in cash,securities or property or any combination thereof) or other payment in respect of any NPR Units, othersecurities of NPR or any securities of any NPR Subsidiary except, in the case of any of the NPRSubsidiaries wholly-owned by NPR, for distributions payable to NPR or another NPR Subsidiary wholly-owned by NPR;

• not reorganize, amalgamate or merge NPR or any NPR Subsidiary with any other person nor adopt aplan of liquidation or resolutions providing for the liquidation or dissolution of NPR or anyNPR Subsidiary;

• not acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any person, orcomplete any investment either by purchase of shares or securities, contributions of capital (other than towholly-owned Subsidiaries), property transfer or purchase of any property or assets of any other person;

• not incur, create, assume or otherwise become liable for any indebtedness for borrowed money or anyother material liability or obligation or issue any debt securities, except for the borrowing of workingcapital in the ordinary course of business, any re-financing of any of the NPR Properties or other assets(so long as the principal amount of any indebtedness related thereto is not materially increased thereby)or guaranteeing, endorsing or otherwise as an accommodation becoming responsible for, the obligationsof any other person or make any loans or advances;

• not enter into any employment or consulting agreement (other than in the ordinary course of business)and not increase the compensation or benefits payable or to become payable to its trustees or officers(whether from NPR or any NPR Subsidiary), enter into or modify any employment, severance, change ofcontrol or similar agreements or arrangements with, or grant any bonuses, salary increases, severance ortermination pay to, any trustee or officer of NPR or any NPR Subsidiary or hire, appoint or terminateother than with just cause, the employment of any trustees or officers of NPR or any NPR Subsidiary, andin the case of employees and directors who are not trustees or officers of NPR, not take any action, grantor make any promise with respect to bonuses, salary increases, severance, termination pay, change ofcontrol, retention or completion agreements or with respect to any increase of benefits payable in effecton the date of the Amended and Restated Arrangement Agreement;

• not establish, adopt, enter into or amend any bonus, profit sharing, thrift, incentive, compensation, stockoption, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment,termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement forthe benefit or welfare of any trustees, directors, officers, current or former employees of NPR or NPRSubsidiaries or waive any performance or vesting criteria or accelerate vesting, exercisability or fundingunder and such plan, agreement, trust, fund, policy or arrangement, other than pursuant to the writtenterms thereof;

• not enter into or renew any Contract or other binding obligation of NPR or the NPR Subsidiaries(i) containing (A) any limitation or restriction on the ability of NPR or any NPR Subsidiary or, following



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completion of the Contemplated Transactions, the ability of NPR or the NPR Subsidiaries, to engage inany type of activity or business, (B) any limitation or restriction on the manner in which, or the localitiesin which, all or any portion of the business of NPR or the NPR Subsidiaries or, following consummationof the Contemplated Transactions, all or any portion of the business of NPR or the NPR Subsidiaries, isor would be conducted, or (C) any limit or restriction on the ability of NPR or any Subsidiary or,following completion of the Contemplated Transactions, the ability of NPR or the NPR Subsidiaries, tosolicit customers or employees; or (ii) that would reasonably be expected to materially delay or preventthe consummation of the Contemplated Transactions;

• not enter into or renew any Contract or other binding obligation of NPR or the NPR Subsidiaries that(i) is not in the ordinary course of business; or (ii) is not terminable within 60 days of the Effective Datewithout payment by NPR or the NPR Subsidiaries that involves or would reasonably be expected toinvolve payments in excess of $1 million in the aggregate over the term of the Contract, except for leasesof premises in any of the NPR Properties in the ordinary course;

• use its and their commercially reasonable efforts to cause its and their current insurance (or re-insurance)policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unlesssimultaneously with such termination, cancellation or lapse, replacement policies underwritten byinsurance or reinsurance companies of nationally recognized standing providing coverage equal to orgreater than the coverage under the cancelled, terminated or lapsed policies for substantially similarpremiums are in full force and effect;

• other than in emergency, or life and safety circumstance, not incur any capital expenditures or enter intoany agreement obligating NPR or any NPR Subsidiary to provide for future capital expenditures, inexcess of the amounts set out in the NPR 2015 Capital Expenditure Budget;

• use commercially reasonable efforts to duly and timely file all Tax Returns required to be filed by it on orafter the date of the Amended and Restated Arrangement Agreement and all such Tax Returns will betrue, complete and correct in all respects;

• timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by itto the extent due and payable;

• not make or rescind any material express or deemed election relating to Taxes;

• not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent toany extension or waiver of any limitation period with respect to Taxes;

• not settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation,audit or controversy (including relating to Taxes);

• not amend any Tax Return or change any of its methods of reporting income, deductions or accountingfor income Tax purposes from those employed in the preparation of its income Tax Return for thetaxation year ended December 31, 2013 and each subsequent taxation year, except as may be required byapplicable Laws;

• not enter into any Swaps or other similar financial instruments or like transactions;

• duly and timely file all material forms, reports, schedules, statements and other documents required to befiled pursuant to Applicable Securities Laws;

• furnish promptly to True North or True North’s legal counsel any requests from any Governmental Entityfor any information in respect of the business, operations, financial condition or assets of NPR or anymaterial third party complaint, investigation or hearing (or investigations indicating the same may becontemplated) to the extent that it relates to or could affect NPR or NPR’s assets, except for suchrequests that would not, individually or in the aggregate, reasonably be considered material to NPR and



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the NPR Subsidiaries taken as a whole or prevent, materially delay or materially impede the ability ofNPR to consummate the Contemplated Transactions;

• without limiting the generality of the foregoing, vote or cause to be voted all shares and other securitiesheld by NPR or any NPR Subsidiary, and use its and their commercially reasonable efforts to cause allnominees of NPR or any NPR Subsidiary on the board of directors or any management committee orother committee of any NPR Subsidiary to vote, in a manner consistent with all of the foregoingsubsections, including voting against, or causing such persons to vote against, any resolution to approveany act, agreement or transaction prohibited by any of the foregoing subsections; and

• not announce an intention, enter into any formal or informal agreement, or otherwise make acommitment to do any of the things prohibited by any of the foregoing subsections.

Covenants of NPR Relating to the Contemplated Transactions

NPR shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by NPR orany of its Subsidiaries under the Amended and Restated Arrangement Agreement, co-operate with True Northin connection therewith, and do all such other acts and things as may be necessary or desirable in order toconsummate and make effective the Contemplated Transactions and, without limiting the generality of theforegoing, NPR shall and, where applicable, shall cause its Subsidiaries to:

• use its and their commercially reasonable efforts to obtain all Competition Act Approvals asexpeditiously as possible;

• defend all lawsuits or other legal, regulatory or other proceedings against NPR challenging or affectingthe Amended and Restated Arrangement Agreement or the consummation of the ContemplatedTransactions;

• provide such assistance as may be reasonably requested by True North for the purposes of obtaining theTrue North Unitholder Approval at the True North Meeting;

• not take any action which would render, or which reasonably may be expected to render, anyrepresentation or warranty made by NPR in the Amended and Restated Arrangement Agreement untruein any material respect;

• not take any action or fail to take any action that is intended to or would reasonably be expected toindividually or in the aggregate, prevent, materially delay or materially impede the ability of NPR toconsummate the Contemplated Transactions;

• provide True North with prompt written notice of:

(i) any material change (or any condition, event, circumstance or development involving a prospectivechange) in the activities, business, assets, operations, capitalization, condition (financial orotherwise), share or debt ownership, results of operations, cash flows, properties, licenses, permits(including Authorizations), rights, or privileges, whether contractual or otherwise, or liabilities(including any contingent liabilities that may arise through outstanding, pending or threatenedlitigation or otherwise), of NPR or any NPR Subsidiary;

(ii) any material change in the factual basis for any representation or warranty where such a change is ormay be of such a nature as to render any such representation or warranty misleading or untrue;

(iii) any material fact in respect of NPR which arises and which would have been required to be statedherein had the fact arisen on or prior to the date of the Amended and Restated ArrangementAgreement; and



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(iv) any material change to the good standing of Existing NPR Mortgages and related security or theNPR Credit Facility and related security,

which, when considered either individually or in the aggregate, would constitute a Material AdverseEffect in respect of NPR;

• other than in connection with discussions with securities authorities pertaining to obtaining agreed uponexemptive relief under the Applicable Securities Laws, not initiate any material discussions, negotiationsor filings with any Governmental Entity with respect to the Contemplated Transactions without the priorconsent of True North, such consent not to be unreasonably withheld, and further agrees to provide TrueNorth with prompt notice (to the extent permitted by Law) of any material governmental or third partycomplaints, investigations or hearings or communication (whether oral or written) indicating that thesame may be contemplated, including a copy of any written communication;

• use commercially reasonable efforts to enforce any confidentiality agreement or standstill agreements orprovisions it has with any person other than True North and not waive, relieve any person of or amendany such agreements or provisions in any way, provided that, for the avoidance of doubt, any automaticrelease from any standstill agreement or provisions of any such agreement in accordance with its termsshall not constitute a breach;


• use its commercially reasonable efforts to obtain approval of the CRA to change the fiscal year end ofeach NPR Subsidiary that is a partnership to coincide with the Effective Date and to obtain an extensionof time to file stub period Tax Returns;

• (i) use its commercially reasonable efforts to obtain and assist True North in taking all steps necessary toexecute and deliver the True North Debenture Supplemental Indenture and to make effective thesuccession of NPR as successor to True North pursuant to the True North Debenture Indenture;(ii) make application to list the NPR Ordinary Units issuable pursuant to the Amended and RestatedArrangement Agreement (including pursuant to the terms of the True North Debentures to be assumedby NPR pursuant to the Amended and Restated Arrangement Agreement) on the Exchange, and makeapplication for the supplemental listing on the Exchange of the True North Debentures to be assumed byNPR pursuant to the Amended and Restated Arrangement Agreement; and (iii) use its commerciallyreasonable efforts to obtain approval for the listing of such NPR Ordinary Units on the Exchange and thesupplemental listing of such assumed True North Debentures on the Exchange;

• take such reasonable steps as are necessary to effect such amendments to the NPR Declaration of Trustas are necessary to give effect to the Contemplated Transactions;

• use its commercially reasonable efforts to obtain the resignations of those specified trustees of NPR,together with mutual releases from such persons in favour of NPR in form and substance satisfactory toTrue North, acting reasonably, all of the foregoing to take effect at the Effective Time;

• present, as applicable, offers of employment on equivalent terms that will be binding upon acceptance orletters confirming continuation of employment to certain employees of Starlight and True North; and

• use commercially reasonable efforts to satisfy all conditions precedent in the Amended and RestatedArrangement Agreement.



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Covenants of Starlight Relating to the Contemplated Transactions

Starlight shall, and shall cause its affiliates to, cooperate with NPR in connection with the ContemplatedTransactions and do all other acts and things as may be necessary or reasonably desirable to give effect to theContemplated Transactions, including:

• use its reasonable commercial efforts to assist NPR and True North to obtain all Competition ActApprovals as expeditiously as possible;

• defend all lawsuits or other legal, regulatory or other proceedings against Starlight, its associates oraffiliates challenging or affecting the Amended and Restated Arrangement Agreement or theconsummation of the Contemplated Transactions;

• provide such assistance as may be reasonably requested by NPR for the purposes of obtainingNPR Unitholder Approval at the Meeting;

• not take any action or fail to take any action which would render, or which may reasonably be expected torender, any representation or warranty made by True North in the Amended and Restated ArrangementAgreement untrue in any material respect;

• not take any action or fail to take any action that is intended to, or would reasonably be expected to,individually or in the aggregate, prevent, materially delay or materially impede the ability of True Northto consummate the Contemplated Transactions;

• not initiate any material discussions, negotiations or filings with any Governmental Entity with respect tothe Contemplated Transactions without the prior consent of NPR, such consent not to be unreasonablywithheld, and further agrees to provide NPR with prompt notice (to the extent permitted by Law) of anymaterial governmental or third party complaints, investigations or hearings or communication (whetheroral or written) indicating that the same may be contemplated with respect to the ContemplatedTransactions, including a copy of any written communication;


• with regard to the NPR Bridge Facility, use its commercially reasonable efforts to assist (i) NPR and itslenders’ due diligence investigations; (ii) with implementation, including with regard to security; and(iii) use its commercially reasonable efforts to satisfy all conditions precedent in the Amended andRestated Arrangement Agreement; and

• pursuant to the IP Transfer Agreement, transfer all intellectual property to NPR.

Non-Solicitation

The Amended and Restated Arrangement Agreement contains certain ‘‘non-solicitation’’ provisionspursuant to which True North and NPR have mutually agreed that each will not, directly or indirectly, throughany officer, director, employee, advisor, representative, agent or otherwise, and shall not permit or authorize anysuch person to do so on its behalf:

• solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copiesof, access to, or disclosure of, any confidential information, properties, facilities, books or records of aparty or any Subsidiary or entering into any form of agreement, arrangement or understanding) anyinquiry, proposal, expression of interest or offer that constitutes or may reasonably be expected toconstitute or lead to, an Acquisition Proposal;



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• enter into or otherwise engage or participate in any discussions or negotiations with any person regardingany inquiry, proposal, expression of interest or offer that constitutes or may reasonably be expected toconstitute or lead to an Acquisition Proposal;

• in the case of True North, make a True North Change in Recommendation other than following theoccurrence of any Material Adverse Effect in respect of NPR, and in the case of NPR, make a NPRChange in Recommendation, other than following the occurrence of any Material Adverse Effect inrespect of True North;

• approve, accept, endorse or recommend, or publicly propose to accept, approve, endorse or recommend,or take no position or remain neutral with respect to, any Acquisition Proposal; or

• accept or enter into or publicly propose to accept or enter into, any agreement, understanding orarrangements in respect of an Acquisition Proposal.

In addition, each of NPR and True North shall, and shall cause its Subsidiaries and direct itsRepresentatives to, immediately cease and terminate, and cause to be terminated, any solicitation,encouragement, discussion, negotiation, or other activities commenced prior to the date of the Amended andRestated Arrangement Agreement with any person (other than another party hereto) with respect to anyinquiry, proposal, expression of interest or offer that constitutes, or may reasonably be expected to constitute orlead to, an Acquisition Proposal, and in connection therewith, each will:

• immediately discontinue access to and disclosure of all information, including any data room and anyconfidential information, properties, facilities, books and records of such party or of any of itsSubsidiaries; and

• within two Business Days, request, and exercise all rights it has to require the return or destruction of allcopies of any confidential information regarding such party or any of its Subsidiaries provided to anyperson, and the destruction of all material including or incorporating or otherwise reflecting suchconfidential information regarding such party or any of its Subsidiaries, using its commercially reasonableefforts to ensure that such requests are fully complied with in accordance with the terms of such rights orentitlements.

Right to Match

NPR and True North have agreed to not approve, accept, endorse, recommend or enter into anyagreement, understanding or arrangement in respect of a Superior Proposal unless:

• the Receiving Party has complied with, among other things, its non-solicitation covenants;

• the Receiving Party has delivered to the other party a Superior Proposal Notice;

• the Receiving Party has provided the other party a copy of the proposed definitive agreement for theSuperior Proposal and all supporting materials, including any financing documents supplied to theReceiving Party in connection therewith;

• the Matching Period has elapsed from the date that is the later of the date on which the other partyreceived the Superior Proposal Notice and the date on which such other party received all of thematerials set forth in the Amended and Restated Arrangement Agreement;

• during any Matching Period, such other party has had the opportunity (but not the obligation), inaccordance with the Amended and Restated Arrangement Agreement, to offer to amend the Amendedand Restated Arrangement Agreement and the Arrangement in order for such Acquisition Proposal tocease to be a Superior Proposal;



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• after the Matching Period, the Receiving Party’s board of trustees has determined in good faith, afterconsultation with its outside legal counsel and financial advisors, that such Acquisition Proposalcontinues to constitute a Superior Proposal (if applicable, compared to the terms of the Amended andRestated Arrangement Agreement as proposed to be amended); and

• prior to or concurrently with entering into such definitive agreement for the Superior Proposal theReceiving Party terminates the Amended and Restated Arrangement Agreement and pays theTermination Fee.

During the Matching Period, or such longer period as the Receiving Party may approve in writing forsuch purpose:

• the Receiving Party’s board of trustees shall review any offer made by the other party to amend the termsof the Amended and Restated Arrangement Agreement and the Arrangement in good faith in order todetermine whether such proposal would, upon acceptance, result in the Acquisition Proposal previouslyconstituting a Superior Proposal ceasing to be a Superior Proposal; and

• the Receiving Party shall negotiate in good faith with the other party to make such amendments to theterms of the Amended and Restated Arrangement Agreement and the Arrangement as would enable theother party to proceed with the transactions contemplated by the Amended and Restated ArrangementAgreement on such amended terms. If the Receiving Party’s board of trustees determines that suchAcquisition Proposal would cease to be a Superior Proposal, the Receiving Party shall promptly so advisethe other party and the parties shall amend the Amended and Restated Arrangement Agreement toreflect such offer made by the other party, and shall take and cause to be taken all such actions as arenecessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, ormodification of, the consideration (or value of such consideration) to be received by the Receiving Party’sunitholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal, and theother party shall be afforded a new three Business Day Matching Period from the later of the date on which suchother party received the Superior Proposal Notice and the date on which such other party received all of thematerials set forth in the Amended and Restated Arrangement Agreement with respect to the new SuperiorProposal from the Receiving Party.

The Receiving Party’s board of trustees shall promptly reaffirm the True North Board Recommendation orthe NPR Board Recommendation, as the case may be, by press release after any Acquisition Proposal which isnot determined to be a Superior Proposal is publicly announced or the Receiving Party’s board of trusteesdetermines that a proposed amendment to the terms of the Amended and Restated Arrangement Agreement ascontemplated under the Amended and Restated Arrangement Agreement would result in an AcquisitionProposal no longer being a Superior Proposal.

If the Receiving Party provides a Superior Proposal Notice to the other party on a date that is less than tenBusiness Days before the True North Unitholder Meeting or the Meeting, as the case may be, the other partywill be entitled to require the Receiving Party to adjourn or postpone such True North Unitholder Meeting orthe Meeting, as the case may be, in accordance with the terms of the Amended and Restated ArrangementAgreement to a date specified by the other party that is not more than ten days after the scheduled date of theTrue North Unitholder Meeting or the Meeting, as the case may be, provided that (i) in no event shall suchadjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date;and (ii) the Meeting shall always be held prior to the True North Unitholder Meeting.



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Termination

The Amended and Restated Arrangement Agreement may be terminated in certain circumstances. Iftermination occurs, the Termination Fee could become payable depending on the manner in which the Amendedand Restated Arrangement Agreement is terminated.

The circumstances under which the Amended and Restated Arrangement Agreement may be terminatedprior to the Effective Time are as follows:

• by mutual written agreement of True North and NPR; or

• by either True North or NPR, if:

• the Effective Time shall not have occurred on or before the Outside Date, except that the right toterminate the Amended and Restated Arrangement Agreement shall not be available to any partywhose failure to fulfill any of its obligations or breach of any of its representations and warranties hasbeen the principal cause of, or resulted in, the Outside Date Expiry;

• after the date of the Amended and Restated Arrangement Agreement, there shall be enacted or madeany applicable law that makes consummation of the Amended and Restated Arrangement Agreementillegal or otherwise prohibited or enjoins True North or NPR from consummating the Amended andRestated Arrangement Agreement and such applicable law or enjoinment shall have become final andnon-appealable;

• True North Failed Resolution; or

• NPR Failed Resolution.

• by NPR, if:

• the True North Board (or any committee thereof) (i) fails to recommend or withdraws, amends,modifies or qualifies, in a manner adverse to NPR, the True North Board Recommendation, or fails toreaffirm the True North Board Recommendation within five Business Days after having beenrequested in writing by NPR to do so; or (ii) accepts, approves, endorses or recommends, or publiclyproposes to accept, approve, endorse or recommend any Acquisition Proposal;

• prior to obtaining NPR Unitholder Approval, the NPR Board authorizes NPR to enter into anagreement with respect to a Superior Proposal, provided that concurrently with such termination, NPRpays the Termination Fee;

• any of the mutual conditions precedent or conditions precedent to the obligations of NPR under theAmended and Restated Arrangement Agreement, is incapable of being satisfied by the Outside Date;provided that NPR is not then in breach of the Amended and Restated Arrangement Agreement so asto cause any of the mutual conditions or the conditions precedent to True North’s obligations not tobe satisfied;

• if there occurs a True North Breach;

• True North is in breach or in default of any of its obligations or covenants regarding non-solicitation,notification of Acquisition Proposals, responding to Acquisition Proposals and Superior Proposals orright to match;

• the True North Unitholder Meeting has not occurred on or before the True North MeetingDate Expiry;

• True North provides NPR with a Superior Proposal Notice; or

• there shall occur after the date of the Amended and Restated Arrangement Agreement any MaterialAdverse Effect in respect of True North.



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• by True North, if:

• the NPR Board (or any committee thereof) (i) fails to recommend or withdraws, amends, modifies orqualifies, in a manner adverse to True North, the NPR Board Recommendation, or fails to reaffirm theNPR Board Recommendation within five Business Days after having been requested in writing by TrueNorth to do so; or (ii) accepts, approves, endorses or recommends, or publicly proposes to accept,approve, endorse or recommend any Acquisition Proposal;

• prior to obtaining True North Unitholder Approval, the True North Board authorizes True North toenter into an agreement with respect to a Superior Proposal, provided that concurrently with suchtermination, True North pays the Termination Fee;

• any of the mutual conditions precedent or conditions precedent to the obligations of True North underthe Amended and Restated Arrangement Agreement is incapable of being satisfied by the OutsideDate; provided that True North is not then in breach of the Amended and Restated ArrangementAgreement so as to cause any of the mutual conditions or the conditions precedent to NPR’sobligations not to be satisfied;

• if there occurs an NPR Breach;

• NPR is in breach or in default of any of its obligations or covenants regarding non-solicitation,notification of Acquisition Proposals, responding to Acquisition Proposals and Superior Proposals orright to match;

• the Meeting has not occurred on or before the NPR Meeting Date Expiry;

• NPR provides True North with a Superior Proposal Notice; or

• there shall occur after the date of the Amended and Restated Arrangement Agreement any MaterialAdverse Effect in respect of NPR.

Termination Fee Event

NPR shall be entitled to the Termination Fee upon the occurrence of any of the following events which shallbe paid by True North:

• the Amended and Restated Arrangement Agreement is terminated by NPR pursuant to a True NorthChange in Recommendation or Superior Proposal Notice;

• the Amended and Restated Arrangement Agreement is terminated by True North pursuant to enteringinto a Superior Proposal; or

• the Amended and Restated Arrangement Agreement is terminated by NPR following a True NorthBreach of solicitation covenants or True North Meeting Date Expiry or by True North or NPR followingthe Outside Date Expiry or the True North Failed Resolution, but only if prior to such termination anAcquisition Proposal shall have been made to True North, or an Acquisition Proposal with respect toTrue North is publicly announced or any person (other than NPR) shall have publicly announced theintention to make an Acquisition Proposal with respect to True North, and if within 12 months followingthe date of such termination (i) an Acquisition Proposal is consummated by True North; or (ii) TrueNorth or one of its Subsidiaries enters into a definitive agreement in respect of, or the True North Boardapproves or recommends, an Acquisition Proposal and at any time thereafter such Acquisition Proposalis consummated.

True North shall be entitled to the Termination Fee upon the occurrence of any of the following eventswhich shall be paid by NPR:

• the Amended and Restated Arrangement Agreement is terminated by True North pursuant to a NPRChange in Recommendation or Superior Proposal Notice;



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• the Amended and Restated Arrangement Agreement is terminated by NPR pursuant to entering into aSuperior Proposal; or

• the Amended and Restated Arrangement Agreement is terminated by True North following aNPR Breach of solicitation covenants or NPR Meeting Date Expiry or by True North or NPR followingthe Outside Date Expiry or the NPR Failed Resolution, but only if prior to such termination anAcquisition Proposal shall have been made to NPR, or an Acquisition Proposal with respect to NPR ispublicly announced or any person (other than True North) shall have publicly announced the intention tomake an Acquisition Proposal with respect to NPR, and if within 12 months following the date of suchtermination (i) an Acquisition Proposal is consummated by NPR; or (ii) NPR or one of its Subsidiariesenters into a definitive agreement in respect of, or the NPR Board approves or recommends, anAcquisition Proposal and at any time thereafter such Acquisition Proposal is consummated.

Expense Reimbursement

Unless the Termination Fee is paid, either of NPR or True North may be entitled to the ExpenseReimbursement in certain circumstances.

True North shall be entitled to the Expense Reimbursement if the Amended and Restated ArrangementAgreement is terminated by True North where (i) NPR is in breach of any of its representations or warranties orany covenant (other than with respect to non-solicitation, notification of Acquisition Proposals, responding toAcquisition Proposals and Superior Proposals or right to match); or (ii) in the case of an NPR Meeting DateExpiry, subject to certain exceptions.

NPR shall be entitled to the Expense Reimbursement if the Amended and Restated ArrangementAgreement is terminated by NPR where (i) True North is in breach of any of its representations or warranties orany covenant (other than with respect to non-solicitation, notification of Acquisition Proposals, responding toAcquisition Proposals and Superior Proposals or right to match); or (ii) in the case of a True North MeetingDate Expiry, subject to certain exceptions.

Convertible Securities of True North

NPR and True North agreed to use their commercially reasonable efforts in good faith to prepare, executeand obtain all reasonable approvals required in connection with the True North Debenture SupplementalIndenture, and such other instruments as contemplated and required by the True North Debenture Indenture,on or prior to the Effective Date in order to provide for the assumption by NPR of all of the obligations of TrueNorth under the True North Debenture Indenture, such that at the Effective Time the True North Debenturesbecome valid and binding obligations of NPR entitling the holders thereof, as against NPR, to all of the rights ofholders of True North Debentures under the True North Debenture Indenture, as supplemented and amendedby the True North Debenture Supplemental Indenture.

True North has agreed that the True North Board shall not accelerate the vesting of any True North UnitOptions in connection with the Contemplated Transactions. All True North Unit Options remaining outstandingat the Effective Time (whether vested or unvested) shall be cancelled.

Other than pursuant to the terms of the True North RUR Plan, True North has agreed that the True NorthBoard shall not accelerate the vesting of any True North RURs in connection with the ContemplatedTransactions. All True North RURs remaining outstanding at the Effective Time (whether vested or unvested)shall be cancelled.

Other than pursuant to the terms of the True North Deferred Unit Plan, True North has agreed that theTrue North Board shall not accelerate the vesting of any True North Deferred Units in connection with theContemplated Transactions. All True North Deferred Units remaining outstanding at the Effective Time(whether vested or unvested) shall be cancelled.



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Amended and Restated Exchange Agreement

In connection with the Contemplated Transactions and concurrent with Closing, NPR, NPR LP, NPR GP,certain partnerships and general partners to be created as, directly or indirectly, wholly-owned Subsidiaries ofNPR for the acquisition of the Institutional Portfolio, True North, the True North Partnerships, Starlight(on behalf of itself and its affiliates) and the holders of True North Class B LP Units intend to enter into theAmended and Restated Exchange Agreement which will govern the mechanics for, among other things, theexchange of units of the True North Partnerships for NPR Ordinary Units.

In addition, the Amended and Restated Exchange Agreement provides for terms governing theNPR Ordinary Units and Class B LP Units held by Starlight and its affiliates. Such terms include pre-emptiverights, nomination rights, tag-along and drag-along rights, voting requirements and standstill restrictions.

The Amended and Restated Exchange Agreement is available under NPR’s profile on SEDAR atwww.sedar.com and may also be obtained, free of charge, by NPR Voting Unitholders upon request from theCorporate Secretary of NPR at 110, 6131 – 6th Street SE Calgary, Alberta T2H 1L9.

The following summary of certain material provisions of the Amended and Restated Exchange Agreementis not comprehensive, and is qualified in its entirety by reference to the full text of the Amended and RestatedExchange Agreement.

Procedure for Exchange

The Amended and Restated Exchange Agreement establishes the procedure for the exchange of Class BLP Units formerly held by holders of True North Class B LP Units for NPR Ordinary Units. Each holder ofClass B LP Units formerly held by holders of True North Class B LP Units has the right to redeem their Class BLP Units formerly held by holders of True North Class B LP Units at any time, subject to certain limitations setout in the NPR Declaration of Trust. The redemption price for a Class B LP Unit formerly held by holders ofTrue North Class B LP Units will be equal to the current market price of an NPR Ordinary Unit on the lastBusiness Day prior to the date of redemption multiplied by 0.3908. Subject to certain exceptions, the redemptionprice will be paid by NPR issuing NPR Ordinary Units of an equivalent value to the redemption price. In orderto fund the redemption price, NPR will subscribe for a number of Class A LP Units having a value equal to theredemption price. Upon redemption of the Class B LP Units formerly held by holders of True NorthClass B LP Units, the applicable NPR Special Voting Units will be automatically cancelled for no consideration.

Pre-Emptive Rights

For as long as Starlight satisfies the Market Significance Test as calculated on the last Business Day of themonth prior to, and at the time such right is being asserted, Starlight is seeking to exercise its pre-emptive rightsand provided Starlight is otherwise in compliance with its other obligations under the Amended and RestatedExchange Agreement, NPR will not issue or cause to be issued any Participating Interests unless it permitsStarlight to participate in such issuance on a pro rata basis. Certain issuances and transactions are not subject tothis pre-emptive right granted to Starlight, including to any issues of Participating Interests or to the grant of anyoption or other right for the purchase of or subscription for any Participating Interests:

(i) pursuant to any plan from time to time in effect relating to reinvestment by holders of NPR OrdinaryUnits of distributions of NPR in NPR Ordinary Units, including any ‘‘bonus’’ entitlements;

(ii) pursuant to any plan from time to time in effect relating to reinvestment by holders of Class B LP Unitsof distributions of a Partnership in Class B LP Units or NPR Ordinary Units, including any ‘‘bonus’’entitlements;

(iii) in connection with any security based compensation arrangement;

(iv) that are NPR Ordinary Unit distributions in lieu of cash distributions;



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(v) as full or partial consideration for the acquisition of real property by NPR, a Partnership or anySubsidiary of NPR or a Partnership from Starlight or an affiliate thereof;

(vi) pursuant to the NPR Unitholder Rights Plan;

(vii) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the termsof a security in respect of which Starlight did not exercise, failed to exercise, or waived, its pre-emptiverights or in respect of which such pre-emptive rights did not apply; or

(viii) to NPR, a Partnership or any Subsidiary of NPR or a Partnership or an affiliate of any of them.

Tag Along and Drag Along Rights

For as long as Starlight meets the Market Significance Test, calculated on the last Business Day of themonth prior to, and at the time such right is being asserted, and provided Starlight is otherwise in compliancewith its obligations under the Amended and Restated Exchange Agreement, upon a third party making abona fide offer to purchase any securities of a Partnership held directly or indirectly by NPR that NPR is willingand able to accept, NPR shall obtain an offer from the third party a bonafide offer addressed to Starlight topurchase a portion of the securities of such Partnership held by Starlight in the same proportion as the thirdparty’s offer to acquire NPR’s securities of such Partnership. The offer to Starlight must contain terms andconditions at least as favourable to Starlight as those in the offer to NPR; provided that the offer to Starlightmay be conditional on the closing of the purchase of NPR’s securities of the Partnership.

NPR is also granted a drag along right which states that if NPR receives a bona fide offer from a third partyto acquire all of NPR’s securities of a Partnership, that it wishes to accept, then Starlight shall be obligated, uponNPR’s request, to sell all of Starlight’s securities of such Partnership to the third party on substantially the sameterms and conditions as contained in the third party’s offer for NPR’s securities of the Partnership.

Nomination Rights

For as long as Starlight meets the Market Significance Test, calculated on the last Business Day of themonth prior to, and at the time such right is being asserted, and provided Starlight is otherwise in compliancewith its obligations under the Amended and Restated Exchange Agreement, Starlight is entitled to designate twoindividual Nominees for election as trustees of NPR. The designation of such individuals is subject to theprovisions of the NPR Declaration of Trust and applicable Law. Starlight has agreed that at least one of theNominees must be ‘‘independent’’ (as that term is defined in National Instrument 52-110 Audit Committees), asdetermined by NPR. NPR will agree to use its reasonable commercial efforts to replace a Starlight Nominee inthe event that a Starlight Nominee ceases to be a Trustee for any reason.

Lock-up Obligations

For a period commencing on the Closing Date and ending on the Lock-Up Date and provided NPR is incompliance with its obligations under the Amended and Restated Exchange Agreement, Starlight has agreed notto, and to cause its affiliates not to, directly or indirectly, without the prior written authorization of NPR, option,sell, transfer, or otherwise convey or enter into any forward sale, repurchase agreement or other monetizationtransaction with respect to any Starlight Securities, or any right or interest therein (legal or equitable), to anyperson or group or agree to do any of the foregoing. Nothing prevents Starlight from (i) exercising the right topledge, encumber or grant a security interest in any Starlight Securities to a financial institution or bona fidelender that agrees to be bound by the Amended and Restated Exchange Agreement; (ii) transferring anyStarlight Securities to an affiliate of Starlight that agrees to be bound by the Amended and Restated ExchangeAgreement; or (iii) tendering or agreeing to tender Starlight Securities to a takeover bid or businesscombination involving the NPR.



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Voting Obligations

For a period commencing on the date of the Amended and Restated Arrangement Agreement and endingon the later of the date that is: (i) the Lock-Up Date; and (ii) the end of a continuous 60 day period duringwhich both of the Nominees are no longer Trustees, Starlight shall:

(a) be present in person or represented by proxy (in respect of all NPR Units and Special Voting Units) atall meetings of NPR Voting Unitholders for the purpose of determining the presence of a quorum atsuch meetings;

(b) and either:

(i) vote all NPR Units and Special Voting Units held by Starlight, and cause all NPR Units andSpecial Voting Units held by its affiliates to be voted, in accordance with NPR’srecommendation; or

(ii) abstain from voting, all NPR Units and Special Voting Units held by Starlight, and cause allNPR Units and Special Voting Units held by its respective affiliates to abstain from voting,

at any meeting of NPR Unitholders in connection with a NPR Unitholder vote on:

(iii) any advance notice policy proposed by NPR that is substantially similar to NPR’s advance noticepolicy in the NPR Declaration of Trust as at the date of the Amended and Restated ExchangeAgreement; or

(iv) any unitholders’ rights plan or other similar agreement proposed by NPR that is substantiallysimilar to the NPR Unitholders’ Rights Plan as at the date of the Amended and RestatedExchange Agreement and is not inconsistent with any of the provisions of the Amended andRestated Exchange Agreement; and

(c) not exercise any votes attached to any NPR Units and Special Voting Units held by Starlight, and causeall NPR Units and Special Voting Units held by its affiliates not to be exercised, at each meeting ofNPR Unitholders at which Trustees are elected:

(i) against the persons nominated by NPR for election as Trustees at such meeting, or against anypersons formerly nominated by NPR for election as Trustees at the immediately preceding annualgeneral meeting of NPR Unitholders;

(ii) to withhold from voting with respect to the persons nominated by NPR for election as Trustees atsuch meeting; or

(iii) to vote for any persons who are nominated for election as Trustees at such meeting by a personother than NPR, except for the Nominees,

provided that:

(iv) the Nominees shall have been nominated for election as Trustees by NPR,

(but, for greater certainty, Starlight and its affiliates may abstain from voting in respect of any personsnominated by NPR for election as Trustees at such meeting).

Standstill Obligations

Subject to certain exceptions as outlined in the Amended and Restated Exchange Agreement, for a periodcommencing on the date of the Amended and Restated Exchange Agreement and ending on the later of: (i) theLock-Up Date; and (ii) the end of a 60 day continuous period during which both of the Nominees were notTrustees, and provided that NPR is in compliance with its obligations under the Amended and Restated



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Exchange Agreement, Starlight has agreed that it shall not, and shall cause its affiliates not to, directly orindirectly, without the prior written authorization of NPR:

(a) acquire or agree to acquire or make any proposal or offer to acquire, directly or indirectly, anysecurities or property of NPR, other than pursuant to an Exchange on the terms set out in theAmended and Restated Exchange Agreement, pursuant to Starlight’s pre-emptive rights or inconsideration for properties acquired by NPR or its Subsidiaries;

(b) propose or offer to enter into, directly or indirectly, any amalgamation, plan of arrangement, merger orbusiness combination involving NPR or its Subsidiaries or affiliates;

(c) assist, advise or encourage or act jointly or in concert with, any other person to acquire or agree toacquire any securities or property of NPR or its Subsidiaries or affiliates, excluding propertydivestments by NPR or its Subsidiaries in the ordinary course of business or the issuance of NPR Units,Special Voting Units or Class B LP Units in consideration for properties acquired by NPR or itsSubsidiaries in the ordinary course of business;

(d) solicit proxies from NPR Voting Unitholders or the securityholders of NPR’s Subsidiaries or affiliates,seek to influence any person with respect to the voting of any voting securities of NPR or itsSubsidiaries or affiliates, or form, join or in any way participate in a proxy group to vote or seek toinfluence any person with respect to the voting of any voting securities of NPR or its Subsidiariesor affiliates;

(e) seek to control or influence the management, the board or the policies of NPR other than as permittedunder the Amended and Restated Exchange Agreement through the Nominees;

(f) enter into any discussions, negotiation, arrangement or agreement with any other person relating toany of the foregoing; or

(g) make any public disclosure with respect to the foregoing matters except as may be required byapplicable Law or Governmental Entity.

Transitional Service Agreement

At the Effective Time of the Amended and Restated Arrangement Agreement, NPR and certain of itsaffiliates will enter into a Transitional Service Agreement under which Starlight, as an independent contractor,will provide NPR with an asset management operating platform for a transitional period following the EffectiveTime for the Service Properties. The Service Properties will include New Sourced Properties. NPR shall have theright, but not the obligation, to include as Service Properties any Added Properties.

The Transitional Service Agreement is available under NPR’s profile on SEDAR at www.sedar.com andmay also be obtained, free of charge, by NPR Voting Unitholders upon request from the Corporate Secretary ofNPR at 110, 6131 – 6th Street SE Calgary, Alberta T2H 1L9.

The following summary of certain material provisions of the Transitional Service Agreement is notcomprehensive, and is qualified in its entirety by reference to the full text of the Transitional Service Agreement.

Services to be Provided

With respect to the Service Properties, Starlight will provide, on a non-exclusive basis, an asset managementoperating platform, through the sharing of office space, equipment and supplies, information technology servicesincluding, without limitation, hardware and software consulting and support, information systems support,management and property level support, and network and intranet connectivity and electronic file storage



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systems and the support services of certain personnel in connection with certain services, including, amongother things:

• assisting in the appointment and supervision of property manager(s) acceptable to NPR for each of theService Properties;

• advising in connection with capital improvements and repairs as may be required for the ServiceProperties;

• advising in respect of property expansions, capital projects and development projects;

• assisting in retention of property managers, appraisers, environmental specialists, maintenance personnel,engineers and other service providers generally required in the acquisition and management of multi-unitresidential properties;

• reporting on the financial condition of the Service Properties;

• assisting with human resources management services including benefits, policy review and carriage ofemployment related matters;

• advising with respect to risk management policies, and insurance claims and litigation matters; and

• assisting in sourcing and identifying potential multi-unit residential properties for acquisition purposes.

Term

The Transitional Service Agreement will consist of a Primary Term with two options, in favour of NPR, toextend for a Renewal Term, subject to the condition that NPR must provide notice to Starlight to exercise itsoption to extend at least 12 months prior to expiration of the Primary Term or any applicable Renewal Term,otherwise the Transitional Service Agreement will terminate at the end of the then current term.

The Transitional Service Agreement shall cease to apply to a Service Property on the date such ServiceProperty ceases to be owned by NPR. However, the annual service fees will be payable for 12 months from thedate that the sixth and each subsequent Service Property ceases to be owned by NPR. A change of control ofNPR (being one person or entity gaining control over greater than 50% of the NPR Units or the voting units ofa Subsidiary of NPR, or the sale of all or substantially all of the assets of NPR or a Subsidiary of NPR) does notqualify as a disposition of a property.

Fees and Expenses

Starlight will be paid an annual service fee, on a monthly basis, equal to 0.125% of the sum of (i) the agreedupon allocated values (as mutually agreed by both parties, acting reasonably) of the Service Properties for thoseproperties acquired from True North and its affiliates in connection with the Contemplated Transactions; (ii) thethird party appraised values of the Institutional Portfolio; (iii) the purchase price of New Sourced Properties;(iv) the third party appraised values of the Added Properties; and (v) the cost of any capital expendituresincurred in respect of the Service Properties subsequent to the Closing Date of the Contemplated Transactions.

In addition, pipeline fees will be payable to Starlight, based on the aggregate purchase price paid by NPR orits affiliates for the acquisition of New Sourced Properties in each calendar year equal to: (i) 1% of the purchaseprice on the first $100 million of New Sourced Properties acquired; (ii) 0.75% of the purchase price on the next$100 million of New Sourced Properties; and (iii) 0.50% of the purchase price of New Sourced Propertiesacquired over $200 million; provided that no pipeline fee will be payable for properties that are wholly owned byStarlight or its affiliates or a publicly listed entity. Starlight will be paid the Initial Pipeline Fee on completion ofthe Contemplated Transactions. Given the value of the Institutional Portfolio, the Initial Pipeline Fee representsa below average cost associated with serving such assets.



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Subject to receipt of any applicable regulatory approvals, Starlight has the option to be paid the pipeline feein Class B LP Units.

NPR will reimburse Starlight for its third party services and out of pocket expenses incurred in connectionwith the services provided under the Transitional Service Agreement.

Termination

The Transition Service Agreement will terminate automatically upon the end of either the Primary Term ora Renewal Term (if not duly renewed), or when NPR and its affiliates hold no interest in the Service Properties.

NPR may effect Early Termination, only with respect to Service Properties located in Nova Scotia andNew Brunswick, with an effective termination date at any time after two years from the commencement of theTransitional Service Agreement. In this scenario, NPR must provide notice of Early Termination at least12 months prior to the effective Early Termination date. In the event of such Early Termination, NPR mustreimburse Starlight for reasonable costs incurred by Starlight, including costs related to severance, terminationof rental space and third party contacts not assumed, arising from the termination of the Transitional ServiceAgreement with respect to such Nova Scotia and New Brunswick Service Properties as well as any accruedservice fee or pipeline fee.

NPR may also terminate the Transitional Service Agreement if Daniel Drimmer or his affiliates no longercontrol Starlight and Daniel Drimmer no longer remains an active member of the management teamof Starlight.

Starlight may terminate the Transitional Service Agreement at any time by providing 90 days’ prior writtennotice to NPR.

Conditional Purchase Agreements

At the Effective Time of the Amended and Restated Arrangement Agreement, NPR has agreed toindirectly purchase, acquire and assume the Vendors’ rights, title and interest in the Institutional Portfolio fromthe Vendors and their affiliates all pursuant to the terms of the Conditional Purchase Agreements. The generalterms of the IMH Conditional Purchase Agreement and the Starlight Conditional Purchase Agreement aresubstantially the same.

The Conditional Purchase Agreements are available under NPR’s profile on SEDAR at www.sedar.comand may also be obtained, free of charge, by NPR Voting Unitholders upon request from the CorporateSecretary of NPR at 110, 6131 – 6th Street SE Calgary, Alberta T2H 1L9.

The following summary of certain material provisions of the Conditional Purchase Agreements is notcomprehensive, and is qualified in its entirety by reference to the full text of the Conditional PurchaseAgreements.


Pursuant to the Conditional Purchase Agreements, NPR LP shall indirectly acquire and assume theInstitutional Portfolio, on an ‘‘as is, where is’’ basis, subject to certain encumbrances and mortgages.



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Price

The purchase price for the Institutional Portfolio shall be satisfied by NPR as follows:

• the purchase of the IMH Portfolio pursuant to the IMH Conditional Purchase Agreement with anaggregate purchase price of approximately $429.8 million:

• by payment of a deposit in the amount of $10;

• by the issuance on closing of NPR Ordinary Units to be credited at $23.03, for a total of $117.8 millionto be credited against the purchase price for the account of PSPIB-RE Partners Inc.;

• by the issuance on closing of Class B LP Units for the purposes of holding beneficial title to theInstitutional Portfolio, each with each Class B LP Unit to be credited at $23.03, for a total of$32.6 million to be credited against the purchase price for the account of Mustang-Starlight LP andD.D. Acquisitions Ltd.;

• by the assumption by NPR LP or its designated transferee or designated transferees of the AssumedDebt in the amount, in principal and accrued interest of approximately $32.2 million; and

• by payment by wire on Closing by NPR LP to the Vendors, or as the Vendors direct in writing, of thebalance of the purchase price, as adjusted.

• the purchase of the Starlight Portfolio pursuant to the Starlight Conditional Purchase Agreement with anaggregate purchase price of approximately $105.3 million:

• by payment of a deposit in the amount of $10;

• by the issuance on closing of Class B LP Units for the purposes of holding beneficial title to theInstitutional Portfolio, each with each Class B LP Unit to be credited at $23.03, for a total of$20.2 million to be credited against the purchase price;

• by the assumption by NPR LP or its designated transferee or designated transferees of the AssumedDebt in the amount, in principal and accrued interest of approximately $16.3 million; and

• by payment by wire on Closing by NPR LP to Starlight, or as Starlight directs in writing, of the balanceof the purchase price, as adjusted.

Representations and Warranties

The Conditional Purchase Agreements contain a number of customary representations and warranties ofNPR LP and the Vendors relating to, among other things: the valid issuance of units, ownership of theInstitutional Portfolio free and clear of Encumbrances, corporate status, capacity, corporate authorization,absence of indebtedness, and binding nature of and enforceability of, the Conditional Purchase Agreements.

Conditions

Conditions for the Vendors

The obligation of the Vendors to complete the Portfolio Acquisition shall be subject to fulfilment of each ofthe following conditions on or before the Closing Date or such earlier date or time as may be herein specified:

• with respect to the IMH Conditional Purchase Agreement, NPR LP shall have satisfied all of theconditions in favour of Starlight required to close the transaction contemplated by the StarlightConditional Purchase Agreement;

• with respect to the Starlight Conditional Purchase Agreement, NPR LP shall have satisfied all of theconditions in favour of the Vendors required to close the transaction contemplated by the IMHConditional Purchase Agreement;



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• NPR LP shall have delivered a certificate addressed to the Vendors certifying that all conditions of allparties to the Amended and Restated Arrangement Agreement have been satisfied or waived and thatsuch transaction shall be closing concurrently with the Portfolio Acquisition;

• payment or satisfaction by NPR LP of the applicable aggregate purchase price on closing and, by theClosing Date, fulfillment of all of the other terms, covenants and conditions of the Amended andRestated Arrangement Agreement to be complied with or performed by NPR LP, in all material respects;

• on Closing, the representations or warranties of NPR LP shall be true and accurate in all materialrespects as if made as of the Closing Date provided that, for greater certainty, it is confirmed that if anysuch representation or warranty is stated to be made only with reference to a specified date or time, itshall not be required to be true and accurate on the Closing Date except with reference to such dateand time;

• by the Closing Date, (i) the Commissioner shall have issued an advance ruling certificate underSection 102 of the Competition Act in respect of the Portfolio Acquisition or (ii) the applicable waitingperiod relating to pre-merger notification under Part IX of the Competition Act shall have expired andthe Commissioner shall have indicated, to the satisfaction of the Vendors, acting reasonably, that theCommissioner does not intend to oppose the Portfolio Acquisition, or any part of the PortfolioAcquisition, and shall not have made or threatened to make application under Part VIII of theCompetition Act in respect of the Portfolio Acquisition or any part of the Portfolio Acquisition; and

• the closing deliveries required to be delivered by NPR LP shall have been delivered to the Vendors,including confirmation that the NPR Ordinary Units shall be listed and posted for trading on theExchange following Closing, subject to customary conditions and a legal opinion of NPR’s solicitorsconfirming that the NPR Ordinary Units shall not be subject to any statutory hold periods underapplicable Canadian securities legislation, subject to customary qualifications.

Conditions for NPR LP

The obligation of NPR LP to complete the Portfolio Acquisition shall be subject to fulfilment of each of thefollowing conditions on or before the Closing Date or such earlier date or time as may be herein specified:

• with respect to the IMH Conditional Purchase Agreement, Starlight shall have satisfied all of theconditions in favour of NPR LP required to close the transaction contemplated by the StarlightConditional Purchase Agreement;

• with respect to the Starlight Conditional Purchase Agreement, the Vendors shall have satisfied all of theconditions in favour of NPR LP required to close the transaction contemplated by the IMH ConditionalPurchase Agreement;

• all conditions to the Amended and Restated Arrangement Agreement shall have been satisfied or waivedby all parties thereto;

• on or before the Closing Date, the Exchange shall have approved the completion of the PortfolioAcquisition;

• all of the terms, covenants and conditions of the Conditional Purchase Agreements to be complied withor performed by the Vendors shall have been complied with or performed, in all material respects;

• the representations or warranties of the Vendors shall be true and accurate in all material respects as ifmade as of the Closing Date provided that, for greater certainty, it is confirmed that if any suchrepresentation or warranty is stated to be made only with reference to a specified date or time, it shall notbe required to be true and accurate on the Closing Date except with reference to such date and time;

• by the Closing Date, (i) the Commissioner shall have issued an advance ruling certificate underSection 102 of the Competition Act in respect of the Conditional Purchase Agreements; or (ii) the



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applicable waiting period relating to pre-merger notification under Part IX of the Competition Act shallhave expired and the Commissioner shall have indicated, to the satisfaction of NPR, acting reasonably,that the Commissioner does not intend to oppose the Portfolio Acquisition, or any part of the PortfolioAcquisition, and shall not have made or threatened to make application under Part VIII of theCompetition Act in respect of the Portfolio Acquisition or any part of the Portfolio Acquisition; and

• the closing deliveries required to be delivered by the Vendors shall have been delivered to NPR.

Termination

If any Unsatisfied Condition results, the applicable Conditional Purchase Agreement shall, upon writtennotice by the party having the benefit of the Unsatisfied Condition to the other party (but subject to the otherprovisions of the Conditional Purchase Agreement), be terminated, null and void and of no further force oreffect, and the parties shall be released from all of their liabilities and obligations under the ConditionalPurchase Agreement except in respect of obligations which, according to the applicable Conditional PurchaseAgreement, expressly survive termination.

True North Lock-Up Agreements

Each of the True North Locked-Up Unitholders have entered into the True North Lock-Up Agreementswith NPR. The True North Lock-Up Agreements set forth, among other things, the terms and conditions uponwhich each True North Locked-Up Unitholder has agreed to vote all of the True North Units currently owned orcontrolled by such True North Locked-Up Unitholder in favour of the Contemplated Transactions at the TrueNorth Meeting. The True North Locked-Up Unitholders hold, collectively, approximately 41.9% of the TrueNorth Units.

The True North Lock-Up Agreements are available in full under NPR’s profile on SEDAR(www.sedar.com). The summary of certain material provisions of the True North Lock-Up Agreementscontained in this Circular is not comprehensive, and is qualified in its entirety by reference to the full text of theTrue North Lock-Up Agreements.

The following is a summary of the principal terms of the True North Lock-Up Agreements.

Each True North Locked-Up Unitholder has agreed that it will, among other things:

• not directly or indirectly, solicit, encourage, enter into any discussions regarding, or enter into anyAcquisition Proposal;

• immediately cease and terminate any solicitation, encouragement, discussion, negotiation or otheractivities commenced prior to the date of the True North Lock-Up Agreements regarding an AcquisitionProposal;

• promptly notify NPR of any offer, proposal, expression of interest, or request for discussions ornegotiations regarding an Acquisition Proposal;

• vote, or cause to be voted, all of its True North Units, along with any other securities of True Northacquired by the True North Locked-Up Unitholder, directly or indirectly, in favour of the ContemplatedTransactions and any other matter necessary for the consummation of the Amended and RestatedArrangement Agreement and the transactions contemplated by the Amended and Restated ArrangementAgreement (that is not inconsistent with the terms of the Amended and Restated ArrangementAgreement) at the Meeting and shall deliver proxies to such effect;

• vote, or cause to be voted, all of its True North Units, along with any other securities of True Northacquired by the True North Locked-Up Unitholder directly or indirectly against: (i) any mergeragreement or merger, consolidation, combination, sale or transfer of a material amount of assets,amalgamation, plan of arrangement, reorganization, recapitalization, dissolution, liquidation or winding



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up of or by True North or any other Acquisition Proposal (other than the Contemplated Transactions);(ii) any amendment of the True North Declaration of Trust (other than as contemplated in the Amendedand Restated Arrangement Agreement or the Plan of Arrangement) or change in any manner to thevoting rights of the holders of True North Units; (iii) any extraordinary distribution or recapitalization byTrue North or any of its Subsidiaries or change in the capital structure of True North or any of itsSubsidiaries (other than pursuant to or as permitted by the Amended and Restated ArrangementAgreement); or (iv) any action, agreement, transaction or proposal that would, to the knowledge of suchTrue North Locked-Up Unitholder, result in a breach of any representation, warranty, covenant,agreement or other obligation of True North or any of its Subsidiaries in the Amended and RestatedArrangement Agreement or otherwise materially delay or interfere with the consummation of theAmended and Restated Arrangement Agreement;

• not directly or indirectly transfer, enter into any agreement, understanding or arrangement with respectto a transfer, or grant any proxies with respect to, its True North Units other than pursuant to theAmended and Restated Arrangement Agreement;

• not to, and cause its associates not to, take any action of any kind reasonably expected to delay orinterfere with the successful completion of the Arrangement;

• use all commercially reasonable efforts to assist True North and NPR to successfully complete theContemplated Transactions; and

• waive its right to dissent with respect to the Amended and Restated Arrangement Agreement and anyresolution relating to the approval of the Amended and Restated Arrangement Agreement.

Unless extended by mutual agreement, each True North Lock-Up Agreement shall automatically terminateupon the earliest of:

• the Effective Time; and

• the termination of the Amended and Restated Arrangement Agreement in accordance with its terms.

NPR Lock-Up Agreements

Each of the NPR Locked-Up Unitholders have entered into the NPR Lock-Up Agreements with TrueNorth. The NPR Lock-Up Agreements set forth, among other things, the terms and conditions upon which eachNPR Locked-Up Unitholder has agreed to vote all of the NPR Units currently owned or controlled by suchNPR Locked-Up Unitholder in favour of the NPR Resolutions at the Meeting. The NPR Locked-UpUnitholders hold, collectively, approximately 0.5% of the NPR Units.

The NPR Lock-Up Agreements are available in full under NPR’s profile on SEDAR (www.sedar.com). Thesummary of certain material provisions of the NPR Lock-Up Agreements contained in this Circular is notcomprehensive, and is qualified in its entirety by reference to the full text of the NPR Lock-Up Agreements.

The following is a summary of the principal terms of the NPR Lock-Up Agreements.

Each NPR Locked-Up Unitholder has agreed that it will, among other things:

• not directly or indirectly, solicit, encourage, enter into any discussions regarding, or enter into anyAcquisition Proposal;

• immediately cease and terminate any solicitation, encouragement, discussion, negotiation or otheractivities commenced prior to the date of the NPR Lock-Up Agreements regarding an AcquisitionProposal;

• promptly notify True North of any offer, proposal, expression of interest, or request for discussions ornegotiations regarding an Acquisition Proposal;



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• vote, or cause to be voted, all of its NPR Units along with any other securities of NPR acquired by theNPR Locked-Up Unitholder, directly or indirectly, in favour of the Contemplated Transactions and anyother matter necessary for the consummation of the Amended and Restated Arrangement Agreementand the transactions contemplated by the Amended and Restated Arrangement Agreement (that is notinconsistent with the terms of the Amended and Restated Arrangement Agreement) at the Meeting andshall deliver proxies to such effect;

• vote, or cause to be voted, all of its NPR Units, along with any other securities of NPR acquired by theNPR Locked-Up Unitholder, directly or indirectly, against: (i) any merger agreement or merger,consolidation, combination, sale or transfer of a material amount of assets, amalgamation, plan ofarrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by NPR or anyother Acquisition Proposal (other than the Amended and Restated Arrangement Agreement); (ii) anyamendment of the NPR Declaration of Trust (other than as contemplated in the Amended and RestatedArrangement Agreement or the Plan of Arrangement) or change in any manner to the voting rights ofthe holders of NPR Units; (iii) any extraordinary distribution or recapitalization by NPR or any of itsSubsidiaries or change in the capital structure of NPR or any of its Subsidiaries (other than pursuant toor as permitted by the Amended and Restated Arrangement Agreement); or (iv) any action, agreement,transaction or proposal that would, to the knowledge of such NPR Locked-Up Unitholder, result in abreach of any representation, warranty, covenant, agreement or other obligation of NPR or any of itsSubsidiaries in the Amended and Restated Arrangement Agreement or otherwise materially delay orinterfere with the consummation of the Amended and Restated Arrangement Agreement;

• not directly or indirectly transfer, enter into any agreement, understanding or arrangement with respectto a transfer, or grant any proxies with respect to, its NPR Units other than pursuant to the Amended andRestated Arrangement Agreement;

• not to, and cause its associates not to, take any action of any kind reasonably expected to delay orinterfere with the successful completion of the Contemplated Transactions;

• use all commercially reasonable efforts to assist NPR and True North to successfully complete theContemplated Transactions; and

• waive its right to dissent with respect to the Amended and Restated Arrangement Agreement and anyresolution relating to the approval of the Amended and Restated Arrangement Agreement.

Unless extended by mutual agreement, each NPR Lock-Up Agreement shall automatically terminate uponthe earliest of:

• the Effective Time; and

• the termination of the Amended and Restated Arrangement Agreement in accordance with its terms.

Compliance with Significant Acquisitions and Significant Probable Acquisitions Rules

Securities regulation in Canada requires the inclusion of financial statements or other information about aproposed acquisition, if the inclusion of the financial statements is necessary for full, true and plain disclosure ofall the material facts.

The Contemplated Transactions constitute a significant proposed acquisition for NPR. In respect of theContemplated Transactions, NPR satisfies securities regulation requirements by providing in this Circular:

(a) audited annual carve-out financial statements of the Institutional Portfolio properties for the yearsended December 31, 2013 and 2014 (and reflecting the purchase of the eight recently acquiredproperties that were acquired by the Vendors on July 30, 2013, December 9, 2013, May 29, 2014,May 30, 2014 and June 16, 2014);



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(b) unaudited interim carve-out financial statements for the Institutional Portfolio properties for the threeand six months ended June 30, 2015;

(c) audited annual financial statements of True North properties for the years ended December 31, 2013and 2014;

(d) unaudited interim financial statements for the True North properties for the three and six monthsended June 30, 2015 (and reflecting the purchase of two recently acquired properties that wereacquired by True North on June 1, 2015);

(e) unaudited pro forma financial statements for Northview for the periods ended December 31, 2014 andJune 30, 2015;

(f) the disclosure about the Contemplated Transactions set out under the heading ‘‘Particulars of Matters tobe Acted Upon at the Meeting — The Contemplated Transactions’’, and

(g) the summary of the appraisal summary reports (as described under the heading ‘‘Particulars of Mattersto be Acted Upon at the Meeting — Information Concerning the Institutional Portfolio’’).

In the view of management of NPR, the financial statements that would have been required in a businessacquisition report for the Contemplated Transactions are not required to be included in this Circular to containfull, true and plain disclosure of NPR and the securities being distributed for the following reasons: (a) neithermanagement of NPR nor the NPR Board will have obtained or reviewed complete financial statements relatingto the Contemplated Transactions in order to come to the decision to recommend (in the case of management)or approve (in the case of the NPR Board) the Contemplated Transactions; (b) the information described underthe headings and the financial statements described above and the information disclosed in the appraisal reportsrepresents the key information that management and the NPR Board have relied upon to make their decisionand as a result, should be sufficient information for a potential investor to make an investment decisionregarding the Contemplated Transactions; and (c) in the view of management of NPR, investors in public realestate investment trusts have become accustomed to receiving the type of information set out above to evaluatesimilar transactions.

In addition, NPR has applied to the applicable securities regulatory authorities for exemptive relief topermit the business acquisition report for the Contemplated Transactions, when filed, to include the financialstatements described above in lieu of those that would be otherwise required to be included in a businessacquisition report.

Setting the Number of Trustees

The size of the NPR Board is currently set at eight Trustees. In connection with the ContemplatedTransactions and pursuant to its obligations as set out in the Amended and Restated Exchange Agreement, theNPR Board believes it is in the best interests of NPR to set the number of Trustees at nine. At the Meeting,NPR Voting Unitholders will be asked to pass the Trustee Resolution.

The NPR Board recommends that NPR Voting Unitholders vote IN FAVOUR of the approval of theTrustee Resolution.

In the absence of instructions to the contrary, individuals named in the BLUE Proxy will vote IN FAVOURof the Trustee Resolution.

NPR will proceed with the Contemplated Transactions if approval of the Trustee Resolution is not obtained.

Other Matters to be Acted Upon

Management of NPR knows of no matters to come before the Meeting other than the matters referred to inthe enclosed Notice of Meeting. However, if any other matters properly come before either the Meeting, theBLUE Proxy will be voted on such matters in the best judgment of the person or persons voting suchBLUE Proxy.



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INFORMATION CONCERNING NPR

NPR is an unincorporated, open-ended real estate investment trust created pursuant to the NPRDeclaration of Trust under the laws of the Province of Alberta. NPR is primarily a multi-family REIT providingrental accommodations across Canada. It is the largest residential landlord in the Northwest Territories,Nunavut and Newfoundland and Labrador, and it has an increasing presence in Alberta, British Columbia,Saskatchewan and Quebec. NPR’s registered office is located at 110, 6131 – 6th Street SE, Calgary, AlbertaT2H 1L9.

Documents Incorporated By Reference

The following documents, filed with the securities commissions or similar authority in each of the provincesand territories of Canada and available on SEDAR at www.sedar.com, are specifically incorporated by referenceand form an integral part of this Circular:

• NPR Annual Information Form;

• NPR’s audited consolidated annual financial statements (including notes thereto), consisting of theconsolidated statements of financial position as at December 31, 2014, December 31, 2013 and January 1,2013 and the consolidated statements of net and comprehensive income, the consolidated statements ofchanges in trust unit holder equity, and the consolidated statements of cash flows for the years endedDecember 31, 2014 and December 31, 2013, together with the independent auditor’s report thereon,dated March 11, 2015;

• NPR’s unaudited condensed consolidated financial statements and notes, for the three and six monthsended June 30, 2015 and 2014;

• NPR’s management’s discussion and analysis for the years ended December 31, 2014 and 2013;

• NPR’s management’s discussion and analysis for the three and six months ended June 30, 2015 and 2014;

• NPR’s management information circular dated March 20, 2015 in connection with NPR’s annual generaland special meeting of NPR Unitholders held on May 6, 2015; and

• NPR’s material change report dated August 20, 2015 describing the Contemplated Transactions.

Information has been incorporated by reference in this Circular from documents filed with securitiescommissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may beobtained on request without charge from the Corporate Secretary of NPR at 110, 6131 – 6th Street SE, Calgary,Alberta T2H 1L9 and are also available electronically at www.sedar.com.

Any document of the type referred to in section 11.1 of Form 44-101F1 — Short Form Prospectus, if filed byNPR after the date of this Circular and prior to the completion of the Contemplated Transactions, shall bedeemed to be incorporated by reference in this Circular.

Any statement contained in this Circular or in a document incorporated or deemed to be incorporated byreference herein will be deemed to be modified or superseded for the purposes of this Circular to the extent thata statement contained herein, or in any other subsequently filed document that also is or is deemed to beincorporated by reference herein, modifies or supersedes such statement. Any statement so modified orsuperseded will not be deemed, except as so modified or superseded, to constitute a part of this Circular. Themodifying or superseding statement need not state that it has modified or superseded a prior statement orinclude any other information set forth in the document that it modifies or supersedes. The making of such amodifying or superseding statement will not be deemed an admission for any purpose that the modified orsuperseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or anomission to state a material fact that is required to be stated or that is necessary to make a statement notmisleading in light of the circumstances in which it was made.



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Prior Sales

The following is a summary of all of the NPR Ordinary Units that have been issued in the twelve monthsprior to the date of this Circular:

Total Ordinary Price perDate Issuance Type Units Issued Ordinary Unit

September 11, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTIP Award Issue 280 $29.20January 7, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTIP Award Issue 17,038 $23.29January 26, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTIP Award Issue 2,992 $24.67

The following is a summary of all of the securities convertible into NPR Ordinary Units that have beenissued in the twelve months prior to the date of this Circular:

Total Ordinary Price perDate Issuance Type Units Granted Ordinary Unit

June 2, 2015 . . . . . . . . . . . . . . . . . . . . . Performance Unit Award Plan Grant 68,343 $24.72

Trading Price and Volumes

On September 4, 2015, there were a total of 31,694,190 NPR Ordinary Units issued and outstanding. TheNPR Ordinary Units are listed and posted for trading on the Exchange under the symbol ‘‘NPR.UN’’. Thefollowing table sets forth the reported price ranges and aggregate volume traded of the NPR Ordinary Units onthe Exchange for the 12 month period preceding the date of this Circular.

High LowMonth ($) ($) Volume

September 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.60 27.94 1,129,781October 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.04 27.25 919,253November 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.28 26.02 845,713December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.04 23.29 2,141,996January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.48 23.10 1,756,593February 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.93 24.32 1,132,202March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.00 23.25 1,642,195April 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.90 23.55 941,959May 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.86 23.92 834,768June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.48 21.49 935,681July 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.46 21.00 870,815August 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.20 19.01 1,854,918September 1 – 4, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.88 20.21 121,854

Auditors, Transfer Agents and Registrar

NPR’s auditors are Deloitte LLP, Chartered Professional Accountants, Chartered Accountants, Calgary,Alberta.

The transfer agent and registrar for the NPR Ordinary Units is Computershare at its principal office inCalgary, Alberta.

Risk Factors

An investment in the NPR Ordinary Units and other securities of NPR is subject to certain risks. Investorsshould carefully consider the risk factors described under the heading ‘‘Risk Factors’’ in the NPR Annual



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Information Form for the year ended December 31, 2014, which is incorporated by reference in this Circular, aswell as the risk factors set forth elsewhere in this Circular.

INFORMATION CONCERNING TRUE NORTH

True North is an unincorporated, open-ended real estate investment trust established under, and governedby, the laws of the Province of Ontario pursuant to the True North Declaration of Trust. The principal,registered and head office of True North is located at 1801 – 3300 Bloor Street West, West Tower, Toronto,Ontario, M8X 2X2. Information concerning True North has been provided to NPR by True North.

True North was established to own multi-suite residential rental properties across Canada, theUnited States and such other jurisdictions where opportunities may arise, subject to the terms set out in the TrueNorth Declaration of Trust. True North owns a portfolio of 83 residential properties comprising 8,908 multi-family suites located in the Provinces of Ontario, Quebec, Alberta, Nova Scotia and New Brunswick. As ofSeptember 4, 2015, True North had 19,207,436 True North Ordinary Units issued and outstanding,14,022,577 True North Special Voting Units outstanding and $23 million principal amount of True NorthDebentures.

Documents Incorporated By Reference

The following documents of True North, which have been filed with the securities commissions or similarregulatory authorities in each of the provinces and territories of Canada, are specifically incorporated byreference into, and form an integral part of, this Circular:

• True North Annual Information Form;

• True North’s audited consolidated annual financial statements (including notes thereto), consisting of theconsolidated statements of financial position as at December 31, 2014 and December 31, 2013 and theconsolidated statements of income and comprehensive income, the consolidated statements of changes inunitholders’ equity, and the consolidated statements of cash flows for the years ended December 31, 2014and December 31, 2013, together with the independent auditor’s report thereon;

• management’s discussion and analysis for the year ended December 31, 2014 and 2013;

• True North’s unaudited condensed consolidated financial statements and notes, for the three andsix months ended June 30, 2015 and 2014;

• management’s discussion and analysis for the three and six months ended June 30, 2015 and 2014;

• the management proxy circular dated May 11, 2015 in connection with True North’s annual general andspecial meeting of True North Unitholders held on June 22, 2015;

• the business acquisition report filed July 29, 2014, relating to the acquisition of a portfolio of 29 multi-suite residential properties located in Ontario and Alberta; and

• the material change report filed August 20, 2015 describing the Contemplated Transactions.

Information has been incorporated by reference in this Circular from documents filed with securitiescommissions or similar authorities in each of the provinces and territories of Canada. Copies of the documentsincorporated herein by reference may be obtained on request without charge from the Secretary of True Northat 1801 – 3300 Bloor Street West, West Tower, Toronto, Ontario, M8X 2X2, telephone 416.234.8444, and arealso available electronically at www.sedar.com.

Any document of the type referred to in section 11.1 of Form 44-101F1, if filed by True North after the dateof this Circular and prior to completion of the Contemplated Transactions, shall be deemed to be incorporatedby reference into this Circular.



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Any statement contained in a document incorporated or deemed to be incorporated by reference hereinshall be deemed to be modified or superseded, for purposes of this Circular, to the extent that a statementcontained herein or in any other subsequently filed document that also is or is deemed to be incorporated byreference herein modifies or supersedes such statement. The modifying or superseding statement need not statethat it has modified or superseded a prior statement or include any other information set forth in the documentthat it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed anadmission for any purposes that the modified or superseded statement, when made, constituted amisrepresentation, an untrue statement of a material fact or an omission to state a material fact that is requiredto be stated or that is necessary to make a statement not misleading in light of the circumstances in which it wasmade. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form toconstitute part of this Circular.

Prior Sales of Unlisted Securities

In connection with the acquisition of two properties located at 150 and 160 Market Street, Hamilton,Ontario on June 1, 2015, two Subsidiaries of True North, TN4 LP and True North LP, issued to the vendor anaggregate of 460,978 True North Class B LP Units at a price of $9.00 per Class B LP Unit and accompanyingTrue North Special Voting Units.

In connection with the True North RUR Plan, an aggregate of 75,950 True North RURs were granted onFebruary 24, 2015, each at a price of $8.36.

In connection with the True North Deferred Unit Plan 5,605 and 5,805 True North Deferred Units wereacquired on March 31, 2015 and June 30, 2015, at a price of $8.36 and $8.07, respectively.

Prior Sales

The following table sets forth the date, number and prices at which True North has issued True NorthOrdinary Units for the 12 month period ended September 4, 2015:

Price perTotal Ordinary Ordinary

Date Issuance Type Units Issued Unit

September 15, 2014 . . . . . . . . . . . . . . . Issuance under True North DRIP 17,419 $8.47September 30, 2014 . . . . . . . . . . . . . . . Issuance under True North Non-Executive 4,567 $8.38

Trustee Issuance PlanOctober 15, 2014 . . . . . . . . . . . . . . . . Issuance under True North DRIP 18,324 $7.98November 17, 2014 . . . . . . . . . . . . . . . Issuance under True North DRIP 26,224 $8.02December 15, 2014 . . . . . . . . . . . . . . . Issuance under True North DRIP 29,081 $7.33December 31, 2014 . . . . . . . . . . . . . . . Issuance under True North Non-Executive 5,193 $7.79

Trustee Issuance PlanJanuary 15, 2015 . . . . . . . . . . . . . . . . . Issuance under True North DRIP 28,337 $7.60February 17, 2015 . . . . . . . . . . . . . . . . Issuance under True North DRIP 27,701 $8.12March 10, 2015 . . . . . . . . . . . . . . . . . . Exercise of True North Unit Options 4,167 $2.00March 16, 2015 . . . . . . . . . . . . . . . . . . Issuance under True North DRIP 28,529 $7.87March 31, 2015 . . . . . . . . . . . . . . . . . . Issuance under True North Non-Executive 1,545 $8.36

Trustee Issuance PlanApril 10, 2015 . . . . . . . . . . . . . . . . . . . Exercise of True North Unit Options 37,917 $2.00April 15, 2015 . . . . . . . . . . . . . . . . . . . Issuance under True North DRIP 27,576 $8.18May 15, 2015 . . . . . . . . . . . . . . . . . . . Issuance under True North DRIP 29,343 $7.86June 15, 2015 . . . . . . . . . . . . . . . . . . . Issuance under True North DRIP 30,437 $7.65June 30, 2015 . . . . . . . . . . . . . . . . . . . Issuance under True North Non-Executive 2,333 $8.07

Trustee Issuance PlanJuly 15, 2015 . . . . . . . . . . . . . . . . . . . Issuance under True North DRIP 25,133 $7.64August 17, 2015 . . . . . . . . . . . . . . . . . Issuance under True North DRIP 24,732 $7.79



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Trading Prices And Volumes

True North Ordinary Units

The True North Ordinary Units are listed for trading on the Exchange under the trading symbol ‘‘TN.UN’’.The table below sets out the reported high and low trading price and the aggregate volume of trading of the TrueNorth Ordinary Units on the Exchange for the 12 month period ended September 4, 2015. The closing price ofthe True North Ordinary Units on the Exchange on September 4, 2015 was $7.86.


September 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.93 8.24 668,717October 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.47 8.06 666,763November 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.31 7.96 554,575December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.09 7.37 896,998January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.17 7.58 556,497February 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.53 7.99 601,130March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.49 7.94 478,502April 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.50 8.11 349,920May 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.29 7.95 427,652June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.22 7.77 457,250July 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15 7.57 474,528August 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.47 7.52 1,567,096September 1 – 4, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.99 7.84 38,525

Source: TSX InfoSuite�

True North Debentures

The outstanding True North Debentures are listed on the Exchange and commenced trading under thesymbol ‘‘TN.DB’’ on June 16, 2014. The following table sets forth, for the periods indicated, the reported highand low prices and the aggregate volume of trading of the True North Debentures on the Exchange for the12 month period ended September 4, 2015. The closing price of the True North Debentures on the Exchange onSeptember 4, 2015 was $101.25.


September 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.00 102.80 1,274,000October 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.50 103.00 330,000November 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.00 102.00 344,000December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.51 100.00 165,000January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.50 101.00 146,000February 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.25 102.00 135,000March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.76 100.97 509,000April 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.01 101.00 430,000May 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.00 101.52 382,000June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.50 101.00 556,000July 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.75 101.80 173,000August 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.01 100.99 293,000September 1 – 4, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.25 101.00 103,000

Source: TSX InfoSuite�



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Auditors, Transfer Agent And Registrar

The auditors of True North are KPMG LLP, Toronto, Ontario.

The registrar and transfer agent for the True North Ordinary Units is TMX Equity Transfer Services at itsprincipal office in Toronto, Ontario.

INFORMATION CONCERNING THE INSTITUTIONAL PORTFOLIO

The following is a summary of information concerning the Institutional Portfolio. Information concerningthe Institutional Portfolio has been provided to NPR by the Vendors.

As part of the Contemplated Transactions, pursuant to the Conditional Purchase Agreements, subsidiarypartnerships of NPR will acquire the Institutional Portfolio for $535 million at a ‘‘going-in’’ capitalization rate of5.5%. The Institutional Portfolio is comprised of 33 properties with a total of 4,650 multi-family suites located inOntario, New Brunswick and Nova Scotia. The aggregate purchase price for the Institutional Portfolio will besatisfied by a combination of $316 million in cash, $49 million of assumed mortgages, the issuance to theVendors of approximately 5.1 million NPR Ordinary Units valued at a $23.03 per NPR Ordinary Unit, and theissuance to the Vendors of approximately 2.3 million of Class B LP Units valued at $23.03 per Class B LP Unit.NPR has obtained a fully-committed $350 million bridge facility from an affiliate of Scotiabank and theCanadian Imperial Bank of Commerce to fund the cash portion of the Institutional Portfolio purchase price, andintends to replace this financing with long-term mortgages on the Institutional Portfolio properties over time.



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The following table highlights certain information about the Institutional Portfolio, including occupancylevels and average monthly rent per multi-family suite, which is set out as of May, 2015.

Number AverageProperty City of Suites Occupancy Monthly Rent

59 Concession St . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cambridge 131 100.0% $1,04739 Willow Rd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guelph 80 100.0% $ 887351 Eramosa Rd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guelph 55 100.0% $ 901111-187 Brybeck Cres . . . . . . . . . . . . . . . . . . . . . . . . . . Kitchener 282 91.1% $ 892Traynor & Vanier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kitchener 279 99.6% $ 864545, 547 & 565 Belmont Ave . . . . . . . . . . . . . . . . . . . . . Kitchener 279 87.5% $1,091100-170 Old Carriage Dr . . . . . . . . . . . . . . . . . . . . . . . . Kitchener 216 97.2% $1,0916, 16, 32 & 88 Brybeck Cres . . . . . . . . . . . . . . . . . . . . . Kitchener 98 93.9% $ 859297 & 301 Base Line Rd . . . . . . . . . . . . . . . . . . . . . . . . London 331 96.1% $ 764165 Ontario St . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . St. Catharines 157 91.7% $ 79753 First Ave . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Orangeville 29 96.6% $1,023124 Park Rd N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oshawa 65 96.9% $1,169100 Dundas St . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississauga 169 97.6% $1,160120 Dundas St . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississauga 155 92.3% $1,22860 Exeter Rd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ajax 96 99.0% $1,30419 Rosemount Dr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Toronto 71 100.0% $1,076252 King St E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bowmanville 52 100.0% $1,0681-4 Balmoral Pl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brockville 158 98.7% $ 857Beaverbrook & Varley . . . . . . . . . . . . . . . . . . . . . . . . . . Kanata 196 100.0% $1,31953 Adelaide St W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lindsay 76 100.0% $1,1141001 Talwood Dr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peterborough 124 94.4% $ 991700 Parkhill Pl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peterborough 128 99.2% $ 9871200 Talwood Dr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peterborough 115 89.6% $ 9731189 Talwood Crt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peterborough 103 100.0% $1,12036, 60, 65 & 81 Primrose St . . . . . . . . . . . . . . . . . . . . . . Dartmouth 242 91.3% $ 64815, 25 & 35 Leaman Dr . . . . . . . . . . . . . . . . . . . . . . . . . Dartmouth 161 99.4% $ 654Nivens, Middle & Farrell . . . . . . . . . . . . . . . . . . . . . . . . Dartmouth 107 95.3% $ 650175 Albro Lake Rd . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dartmouth 50 98.0% $ 667378, 380, 404 & 406 Gauvin Rd . . . . . . . . . . . . . . . . . . . Dieppe 109 96.3% $ 750100 Rue du Marche . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dieppe 69 98.6% $ 898Essex, Caissie, Pascal, Rachel and Main . . . . . . . . . . . . . Moncton 273 96.0% $ 735112 & 114 Murphy Ave . . . . . . . . . . . . . . . . . . . . . . . . . Moncton 102 96.1% $ 786Elmwood and Drummond . . . . . . . . . . . . . . . . . . . . . . . Moncton 92 97.8% $ 720

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,650 95.9% $ 927

Description of Properties

Ontario

59 Concession Street, Cambridge, Ontario

59 Concession Street is a high rise residential apartment building situated near the intersection ofConcession Street and Highway 24 in the city of Cambridge. It is located in close proximity to publictransportation, Cambridge Arts Theatre, Centennial Park, shopping and banks. The 15 storey building has twoelevators, is situated on approximately 2.5 acres of land and contains a total of 131 suites consisting of one andtwo bedroom suites. The building includes laundry facilities, swimming pool, on-site video surveillance and



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provides 45 surface and 127 indoor parking spaces. It was constructed in 1974, is built of concrete block andcast-in-place concrete foundations.

39 Willow Road, Guelph, Ontario

39 Willow Road is a mid rise residential apartment building situated near Highway 6 between SilvercreekParkway and Edinburgh Road in the city of Guelph. It is located in close proximity to Guelph Transit’s busroutes, Willow West Mall and St. Joseph’s Hospital. The seven storey building has two elevators, is situated onapproximately two acres of land and contains a total of 80 suites consisting of one and two bedroom suites. Thebuilding includes laundry facilities, storage lockers and provides 100 surface parking spaces. It was constructedin 1970 and is built of cast-in-place concrete slab with a concrete support structure (beams and columns). Thebuilding’s exterior consists of brick veneer with prefinished corrugated metal siding along the upper floors.

351 Eramosa Road, Guelph, Ontario

351 Eramosa is a seven storey residential building with 55 units, consisting of two bachelor, 25 one bedroomand 28 two bedroom units, and is located near the intersection of Stevenson Street North and Eramosa Road inthe City of Guelph. The property’s location provides convenient access to neighbourhood schools, parks, andconveniently located by Guelph General Hospital. Features of the property also include beautiful glassbalconies, elevators, outdoor parking, and laundry facilities.

6-187 Brybeck Crescent, Kitchener, Ontario

6-187 Brybeck Crescent is a residential apartment building complex comprised of a total of seven low andtwo mid rise buildings situated near the intersection of Ottawa Street and Westmount Road in the city ofKitchener. The buildings are in close proximity to public transportation, local retail establishments, the GzowskiCommunity Centre, Highland Road Plaza, St. John Elementary School and several community parks. All37 buildings include laundry facilities, provide surface parking spaces and were constructed in 1969, except for187 Brybeck Crescent, which was constructed in 1979.

6 Brybeck Crescent is a three storey walk-up building situated on 0.7 acres of land and contains a total of23 suites consisting of one, two and three bedroom suites. The building includes 27 surface parking spaces.

16 Brybeck Crescent is a three storey walk-up building situated on 0.7 acres of land and contains a total of23 suites consisting of one, two and three bedroom suites. The building includes 29 surface parking spaces.

32 Brybeck Crescent is a three storey walk-up building situated on 0.9 acres of land and contains a total of26 suites consisting of bachelor, one and two bedroom suites. The building includes 30 surface parking spaces.

88 Brybeck Crescent is a three storey walk-up building situated on 0.9 acres of land and contains a total of26 suites consisting of bachelor, one and two bedroom suites. The building includes 30 surface parking spaces.

111 Brybeck Crescent is a three storey walk-up building situated on 0.8 acres of land and contains a total of18 suites consisting of one and two bedroom suites. The building includes 24 surface parking spaces.

144 Brybeck Crescent is a three storey walk-up building situated on approximately 1.2 acres of land andcontains a total 36 suites consisting of one and two bedroom suites. The building includes 55 surfaceparking spaces.

145 Brybeck Crescent is a three storey walk-up building situated on 1.6 acres of land and contains a total of48 one and two bedroom suites. The building includes 59 surface parking spaces.

180 Brybeck Crescent is a six storey building with one elevator situated on 2.5 acres of land and contains atotal of 96 suites consisting of one and two bedroom suites. The building includes 103 surface parking spaces.



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187 Brybeck Crescent is a six storey building with two elevators situated on approximately 2.1 acres of landand contains a total of 84 suites consisting of one and two bedroom suites and includes 74 surfaceparking spaces. The building was constructed of concrete block foundation walls.

301 & 341 Traynor Avenue and 551 & 553 Vanier Drive, Kitchener, Ontario

301 & 341 Traynor Avenue and 551 & 553 Vanier Drive are comprised of four low rise residentialapartment buildings situated near the intersection of Vanier Drive and Siebert Avenue in the city of Kitchener.The buildings are located in close proximity to Highway 8 and Wilson Park. The three storey buildings aresituated on approximately 7.18 acres of land and contain a total of 279 suites consisting of bachelor, one, two andthree bedroom suites. The buildings include laundry facilities and provide 209 underground parking spaces. Thebuildings were constructed in 1970 and are built of cast-in-place concrete foundations.

301 Traynor Avenue contains a total of 70 suites consisting of one, two and three bedroom suites.341 Traynor Avenue contains a total of 70 suites consisting of one, two and three bedroom suites. 551 VanierDrive contains a total of 70 suites consisting of bachelor, one, two and three bedroom suites. 553 Vanier Drivecontains a total of 69 suites consisting of bachelor, one, two and three bedroom suites.

545-565 Belmont Avenue, Kitchener, Ontario

Belmont Heights is comprised of two high rise residential apartment buildings and a low rise townhousecomplex situated near the intersection of Belmont Avenue and King Street in the city of Kitchener. BelmontHeights is located in close proximity to the Grand River Transit system and local retail establishments includingKitchener-Waterloo Hospital, McLaren Arena and Kitchener Mount Hope Cemetery. The neighbourhoodaround the complex is primarily residential. Both high rise buildings have two fully modernized elevators. Thehigh rise buildings also have a two storey common area connecting them, incorporating a recreation room, alibrary, a weight room, a whirlpool/sauna, a banquet room and games room. Belmont Heights also benefits froma courtyard with picnic area and gas barbeque, storage lockers and on-site laundry. The three properties aresituated on a combined 7.15 acres of land.

545 Belmont Avenue is an 11 storey residential apartment building and contains a total of 114 suitesconsisting of one and two bedroom suites. It was constructed in 1982 and is built of cast-in-place concretefoundation slab and walls, load bearing concrete block walls and a brick veneer.

547 Belmont Avenue is an 11 storey residential apartment building and contains a total of 111 suitesconsisting of one and two bedroom suites. It was constructed in 1983 and is built of cast-in-place concretefoundation slab and walls, load bearing concrete block walls and a brick veneer.

565 Belmont Avenue is a townhouse complex and contains a total of 54 three bedroom suites. It wasconstructed in 1975 and is built of a cast-in-place concrete foundation with conventional wood frame platforms.

100-170 Old Carriage Drive, Kitchener, Ontario

The Carriage Complex consists of two low rise and one high rise residential apartment buildings situatednear Homer Watson Boulevard and Highway 401 in the city of Kitchener. The Carriage Complex is located inclose proximity to the Grand River Transit system, Fairview Mall and Conestoga College. The neighbourhoodaround the property is primarily residential. The buildings include laundry facilities and offer individual heatcontrols in each suite. The buildings are built of cast-in-place concrete slab (no basement), load bearing concretemasonry walls and brick veneer masonry on all elevations.

100 Old Carriage is a three storey walk-up building. The building contains a total of 54 suites consisting ofone and two bedroom suites and provides 68 surface parking spaces.

120 Old Carriage is a nine storey building. The building contains a total of 108 suites consisting of one andtwo bedroom suites and provides 136 surface parking spaces.



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170 Old Carriage Drive is a three storey walk-up building. The building contains a total of 54 suitesconsisting of one and two bedroom suites and provides 61 surface parking spaces.

All three properties were constructed between 1986 and 1989 and are situated on approximately 7.6 acres ofland, including approximately 2.82 acres of raw land, which is currently subject to an application for severance.

297 & 301 Base Line Road, London, Ontario

297/301 Base Line is located north of Commissioners Road West and west of Beachwood Avenue in theCity of London, within a primarily residential neighbourhood. The property is located in the CMHC LondonZone 5 – Southwest. The site is located in proximity to retail and community amenities and good access totransportation linkages. 297 Base Line is a ten storey building that was built in 1972 and has 158 units. 301 BaseLine is an 11 storey building that was built in 1973 and has 173 units. Both properties are situated onapproximately 5.82 acres of land and share approximately 318 surface parking spots. This property also offerslaundry and an outdoor swimming pool with security cameras located throughout the property.

165 Ontario Street, St. Catharines, Ontario

165 Ontario Street is a high rise apartment building located at the intersection of Ontario Street and4th Avenue South. The building is located near parks (e.g. Montebello Park and Martindale Pond), a YMCA,Fairview Mall, Centennial Gardens, and St. Catharines Hospital. The nine storey building has two elevators, issituated on approximately 1.0 acres of land and contains a total of 157 suites, consisting of bachelor, one, twoand three bedroom suites. The building includes laundry facilities and storage lockers, and provides 89 indoorparking spots.

53 First Avenue, Orangeville, Ontario

53 First Avenue is a low rise residential apartment building situated near the intersection of Highway 10and Highway 9 in the city of Orangeville. It is located in close proximity to public transportation, Highway 410,parks and shopping plazas. The surrounding neighbourhood is primarily residential. The three storey walk-upbuilding is situated on approximately 0.7 acres of land contains a total of 29 suites consisting of one, two andthree bedroom suites. The building includes laundry facilities and provides 30 surface parking spaces. It wasconstructed in 1990 and is built of a cast-in-place reinforced concrete foundation with a wood framedsuperstructure supported by pre-engineered floor joists. The exterior wall system has been finished with abrick veneer.

124 Park Road North, Oshawa, Ontario

124 Park Road North is a high rise residential apartment building situated near the intersection of ParkRoad North and Bond Street in the city of Oshawa. It is located in close proximity to public transportation,Kinsmen Valleyview Park, the Oshawa Golf Club and the Oshawa Centre. The eight storey building has twoelevators, is situated on approximately 1.2 acres of land and contains a total of 65 suites consisting of one, twoand three bedroom suites. The building includes laundry facilities, a spacious lobby and a games room. 124 ParkRoad North provides 18 indoor parking spaces as well as 32 outdoor parking spaces. It was constructed in 1964and is built of concrete with brick.

100 Dundas Street E, Mississauga, Ontario

100 Dundas is a 13 storey residential building with 169 units on 2.26 acres of land. This property is centrallylocated in the City of Mississauga (near Hurontario/Dundas intersection), only minutes away from the popularSquare One Shopping Centre. The property’s location provides convenient access to neighbourhood schools andparks, and is just minutes from Highway 401, the Queen Elizabeth Way (QEW) and Highway 403. Features ofthe property also include an in-ground pool, glass balconies, indoor and outdoor parking, and secured entrances



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with cameras. Built in 1968, this property offers 49 surface parking spots, 126 underground parking spots and14 visitor parking spots. This property shares an outdoor swimming pool with 120 Dundas.

120 Dundas Street E, Mississauga, Ontario

120 Dundas is a 12 storey residential building with 155 units on approximately 2.1 acres of land centrallylocated in the City of Mississauga (near Hurontario/Dundas intersection). The property includes access to thepublic transit, nearby parks, amenities, schools, and shopping centres. The property also offers laundry facilities,secured entrances with cameras and parking. This property was built approximately in 1968 and has 81 surfaceparking spots. This property shares an outdoor swimming pool with 100 Dundas.

60 Exeter Road, Toronto, Ontario

60 Exeter Road is a high rise residential apartment building situated near the intersection of Highway 401and Harwood Avenue South in the city of Ajax. It is located in close proximity to Highway 401, publictransportation, the Ajax/Pickering Health Centre and several public parks. The property is surrounded by anumber of high rise and low rise apartment buildings. The 16 storey building has two elevators, is situated onapproximately 2.0 acres of land and contains a total of 96 suites consisting of one, two and three bedroom suites.The building includes laundry facilities, an on-site security guard, lockers and provides 65 surface and 40 indoorparking spaces. It was constructed in 1967, is built of cast-in-place concrete foundation walls and footings.

19 Rosemount Drive, Toronto, Ontario

19 Rosemount Drive is a mid rise residential apartment building situated near the intersection ofRosemount Drive and Eglinton Avenue East in the city of Toronto. It is located in close proximity to publictransit, the Scarborough LRT line, power centres along Eglinton Avenue. The area consists mainly of high riseand mid rise apartment buildings. The seven storey building has two elevators, is situated on approximately1.2 acres of land and contains a total of 71 suites consisting of one and two bedroom suites. The buildingincludes laundry facilities, storage rooms and provides 52 surface and 23 indoor parking spaces. It wasconstructed in 1965, is built of cast in place concrete slab floors with a brick exterior veneer.

252 King Street East, Bowmanville, Ontario

252 King Street East is a mid rise residential apartment building situated near the intersection of KingStreet East and Mill Street in the city of Bowmanville. It is located in close proximity to public transportation,Newcastle Memorial Park, shopping and Highway 401. The six storey building has one elevator, is situated onapproximately 1.7 acres of land and contains a total of 52 suites consisting of bachelor, one, two and threebedroom suites. The building includes laundry facilities and provides 59 surface parking spaces. It wasconstructed in 1965.

1-4 Balmoral Place, Brockville, Ontario

1-4 Balmoral is a four building mid rise apartment complex located in Brockville Ontario. The site contains158 units ranging from spacious one to three bedroom units and contains surface parking, a social room andonsite laundry facilities for tenants. This property is located in a quiet area at the end of a cul de sac at theintersection of Ferguson Drive and Central Avenue West. It is within close proximity of the Brockville ShoppingCentre, schools, community services and offers easy access to Highway 401.

1-120 Beaverbrook Lane and 5-80 Varley Lane, Kanata, Ontario

1-120 Beaverbrook Lane and 5-80 Varley Lane are townhouse complexes situated near the intersection ofBeaverbrook Road and Teron Road in the city of Ottawa. The complexes are located in close proximity to publictransportation, parks, and the Trans Canada highway. The two storey buildings are situated on approximately20.8 acres of land in aggregate and contain a total of 196 suites consisting of two and three bedroom suites. The



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buildings include privacy fences and separate laundry and furnaces, and provide 289 parking spaces in total.1-120 Beaverbrook Lane was constructed in 1965 and 5-80 Varley Lane was constructed in 1972, and each arebuilt of cast-in-place concrete foundations, conventional wood framed superstructures.

53 Adelaide Street North, Lindsay, Ontario

53 Adelaide Street is a 76 unit mid rise apartment located in Lindsay Ontario. The site is located in a quietresidential neighbourhood, in the Kawartha Lakes Region surrounded by Scugog River and close proximity toworld class golf clubs. The building offers access to a wide range of retail amenities including restaurants andpublic transportation and is predominantly tenanted by seniors. Site services include onsite laundry, a socialroom and satellite TV ready units. This property is located at the intersection of Bond Street West and AdelaideStreet North, and is within walking distance to the Ross Memorial Hospital. Built in approximately 1974, thisproperty offers 84 surface parking spots.

1001 Talwood Drive, Peterborough, Ontario

1001 Talwood is a 124 unit high rise apartment located in close proximity Clonsilla Avenue and TheParkway in Peterborough. The property is in close proximity to a wide range of amenities including retail stores,schools, and public transportation. The site contains underground and surface parking, social rooms and laundryfacilities. At this property, tenants are able to enjoy the surrounding green space and have easy access toHighway 7. This property is also a short drive from the Kawartha Golf and Country Club.

700 Parkhill Place, Peterborough, Ontario

700 Parkhill Place is a ten building complex containing 128 townhouse apartments. The site is located innorthern Peterborough in a well-established and desirable residential neighbourhood near the intersection ofParkhill Road West and Medical Drive, with access to nature trails, green space and parks. The property is inclose proximity to a wide range of amenities including retail stores, schools and public transportation and is onlyminutes to Highway 7 and Highway 115. The units include in-suite laundry, spacious back yards, on site staff andsurface parking for tenants. This property is walking distance of the Reservoir Park and was built in the late1970s and offers approximately 185 surface parking spots. This property is also a short drive from the KawarthaGolf and Country Club.

1200 Talwood Drive, Peterborough, Ontario

1200 Talwood is a 115 unit high rise apartment located in close proximity Clonsilla Avenue and TheParkway in Peterborough. The property is in close proximity to a wide range of amenities including retail stores,schools, and public transportation. The site contains underground and surface parking, social rooms, and on-sitelaundry. At this property, tenants are able to enjoy the surrounding green space and have easy access to Highway7. This property is also a short drive from the Kawartha Golf and Country Club.

1189 Talwood Court, Peterborough, Ontario

1189 Talwood is a 103 unit high rise apartment located in close proximity Clonsilla Avenue and TheParkway in Peterborough, and is mostly tenanted by seniors. The property is in close proximity to a wide range ofamenities including retail stores, schools, and public transportation. The site contains underground and surfaceparking, social rooms, and on-site laundry. At this property, tenants are able to enjoy the surrounding greenspace and have easy access to Highway 7. This property is also a short drive from the Kawartha Golf andCountry Club.



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Nova Scotia

36, 60, 65, & 81 Primrose Street, Dartmouth, Nova Scotia

36, 60, 65 & 81 Primrose Street is a complex of three mid rise residential apartment buildings and one lowrise residential apartment building situated near the intersection of Primrose Street and Pinecrest Drive in thecity of Dartmouth, built in 1969/1970. The neighbourhood immediately surrounding the properties consists of amix of single family residential dwellings and other rental properties. The buildings are within close proximity toretail and the Murray MacKay Bridge linking Dartmouth to Halifax and the Halifax business district. 60, 65 &81 Primrose Street are four storey buildings, each containing one elevator, while 36 Primrose Street is a threestorey walk-up building.

36 Primrose Street is situated on approximately 1.4 acres of land and contains a total of 50 suites consistingof one and two bedroom suites. The building includes laundry facilities, and provides 40 surface parking spaces.

60 Primrose Street is situated on approximately 1.7 acres of land and contains a total of 50 suites consistingof bachelor, one and two bedroom suites. The building includes laundry facilities, and provides 36 surface and12 indoor parking spaces.

65 Primrose Street is situated on approximately 0.5 acres of land and contains a total of 60 suites consistingof bachelor, one and two bedroom suites. The building includes laundry facilities and provides 31 surface and20 indoor parking spaces.

81 Primrose Street is situated on approximately 1.0 acres of land and contains a total of 82 suites consistingof one and two bedroom suites. The building includes laundry facilities, and provides 42 surface and 24 indoorparking spaces.

15, 25, 35 Leaman Drive, Dartmouth, Nova Scotia

15, 25 & 35 Leaman Drive is complex of three mid rise residential apartment buildings situated at theintersection of Leaman Drive and Jackson Road in the city of Dartmouth. The buildings are located in closeproximity to public transportation, Albro Lake, parks, the Brighton Golf and Country Club, and the MurrayMacKay Bridge linking Dartmouth to Halifax and the Halifax business district. 15, 25 & 35 Leaman Drive arefour storey buildings, each with one elevator.

15 Leaman Drive is situated on approximately 1.95 acres of land and contains a total of 55 suites consistingof bachelor, one and two bedroom suites. The building includes laundry facilities, storage lockers and provides18 indoor and 38 surface parking spaces. It was constructed in 1970 and is built using a concrete foundation andtimber frame.

25 Leaman Drive is situated on approximately 1.4 acres of land and contains a total of 53 suites consistingof bachelor, one and two bedroom suites. The building includes laundry facilities, and provides 20 surface and24 indoor parking spaces. It was constructed in 1968, and is built of cast-in-place foundation walls and woodframed superstructure.

35 Leaman Drive is situated on approximately 1.2 acres of land and contains a total of 53 suites consistingof bachelor, one and two bedroom suites. The building includes laundry facilities, and provides 45 surface and24 indoor parking spaces. It was constructed in 1968, is built of cast-in-place foundation walls and a wood framedsuperstructure.

6, 10-12, 14, 16 Nivens Avenue, 15 Middle Street & 77 Farrell Street, Dartmouth, Nova Scotia

6, 10-12, 14, 16 Nivens Avenue, 15 Middle Street and 77 Farrell Street is a collection of eight low riseproperties situated near the intersection of Windmill Road and Farrell Street. The neighbourhood immediatelysurrounding the properties consists of a mix of single family residential dwellings and other rental properties.The sites are within close proximity to retail and the Murray MacKay Bridge linking Dartmouth to Halifax and



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all the amenities of the Halifax business district. The three storey walk-up buildings are situated onapproximately 2.4 acres of land and contain a total of 107 suites consisting of bachelor, one and two bedroomsuites. The buildings include laundry facilities and provide 95 parking spaces. The buildings were constructed in1970, are built of cast-in-place concrete foundations, wood framed superstructures with a brick veneer exterior.

175 Albro Lake Road, Dartmouth, Nova Scotia

175 Albro Lake Road is a mid rise residential apartment building situated near the intersection of PrimroseStreet and Pinecrest Drive in the city of Dartmouth. The neighbourhood immediately surrounding the buildingconsists of a mix of single family residential dwellings and other rental properties. The building is within closeproximity to retail and the Murray MacKay Bridge linking Dartmouth to Halifax and the Halifax businessdistrict. The four storey building contains one elevator, is situated on approximately 1.5 acres of land andcontains a total of 50 suites consisting of bachelor, one and two bedroom suites. The building includes laundryfacilities, and provides 38 surface parking spaces. It was constructed in 1968, is built of cast-in-place foundationwalls, wood framed superstructure.

New Brunswick

378 & 380 Gauvin Road, Dieppe, New Brunswick

378 & 380 Gauvin Road are 2 four storey low rise residential buildings located on the south side of GauvinRoad. The properties are within walking distance of retail stores, Transit and allow for easy access to Trans-Canada Highway 2 and Highway 15, as well as Champlain Street. The property has the following amenitieslaundry, fitness centre, party room, barbecue area, outdoor sitting area, gazebo, and public washroom.378 Gauvin was constructed in 2002 and has 55 units, whereas 380 Gauvin was constructed in 2003 and has54 units. Both buildings share approximately 150 surface parking spots as well as a great outdoor gazebo area forthe tenants.

100 Rue du Marche, Dieppe, New Brunswick

100 Rue du Marche is a low-rise residential building located in the growing Moncton suburb of Dieppe,directly across the street from the popular Farmers Market and surrounded by many newly built rental andcondominium buildings. The property has 69 units and is located in the CMHC Zone 6 — city of Dieppe. Thisbuilding is in close proximity of retail stores, transit, Trans-Canada Highway 2 and Highway 15. Constructed in2008, this building has four storeys and has approximately 100 parking spots for tenants. At this property,residents have access to laundry, party room, fitness centre, barbecue area and outdoor sitting area.

Essex, Caissie, Pascal, Rachel, Moncton, New Brunswick (341 & 343 Rue Pascal Poirier, 651 Elmwood Drive,442 A,B & E Main Street, 77 & 85 Caissie Avenue, 66 & 68 Essex, 404 & 406 Gauvin, 8 Rachel)

Essex is located in Moncton within close proximity to the major arterial route Mountain Road, and theremaining assets are located throughout the quaint seaside town of Shediac that is a popular summerdestination.

341 & 343 Rue Pascal Poirier are 2 two storey buildings with 12 units each built in 2008. Both properties aresituated on 1.2 acres of land and have access to surface parking.

651 Elmwood is a two storey building with 16 units that was built in 2005. This property is situated onapproximately 0.71 acres of land with approximately 20 surface parking spots.

442B & 442C Main are 2 two storey buildings with eight units each. 442B Main was built in 2005, and 442CMain was built in 2004. 442A Main is a four storey building with 32 units that was built in 1992. These buildingsare situated on 1.7 acres of land and have access to surface parking.



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77 Caissie is a three storey walk-up building built in 1998 that has 24 units and is situated on approximately0.82 acres of land. 85 Caissie is a four storey walk-up building built in 1989 that has 32 units and is situated onapproximately 0.78 acres of land.

66 & 68 Essex are two four storey buildings. 66 Essex was built in 2004 and has 54 units. 68 Essex was builtin 2003 and has 55 units. Both buildings are situated on approximately 2.4 acres of land.

406 Gauvin is a two storey walk-up building built in 2005 that has 12 units and is situated on approximatelyone acre of land with approximately 20 surface parking spots.

8 Rachel is a two storey walk-up with eight units built in 2002 situated on approximately .051 acres of land.Residents at this property have access to 15 surface parking spots.

112 and 114 Murphy Avenue, Moncton, New Brunswick

112 & 114 Murphy are two low rise residential buildings located on the west side of Murphy Avenue, northof Beechwood Avenue with excellent access to TransCanada Highway 2 and Highway 15. The property has102 units which consists of 12 bachelors, 33 one bedroom, 27 two bedroom, and 30 three bedroom. 112 Murphyis a three storey building, and 114 Murphy is a one storey building and share approximately 80 surface parkingspots. Tenants at this property have access to laundry, guest suite, media room, study area, lockers, sitting areas,chapel, library, and public washroom.

Elmwood and Drummond (483, 507, 523, 686 Elmwood Drive and 25 Drummond Street), Moncton

Elmwood and Drummond is comprised of four low rise residential buildings located in north east Monctonwith easy access to TransCanada Highway 2 and Highway 15, public transit and the University of Moncton. Theproperty has a total 92 units.

483 Elmwood is a two storey building built in 1987 with 12 units and is situated on approximately 0.51 acresof land.

507 Elmwood is a two storey building built in 1989 with 20 units and is situated on approximately 0.78 acresof land.

523 Elmwood is a two storey building built in 1989 with eight units and is situated on approximately0.37 acres of land.

686 Elmwood is a two storey building built in 1990 (with an expansion in 1999) with 24 units and is situatedon approximately 1.2 acres of land.



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Distribution of Institutional Portfolio by Bedroom Type

As of the date hereof, approximately 66% of the multi-family suites in the Institutional Portfolio have atleast two bedrooms. The Institutional Portfolio is diversified, in terms of bedroom type (based on number ofsuites), as follows:

Bachelor (151)

3 Bedrooms+ (573)

2 Bedrooms (2,524)

1 Bedroom (1,402)30%

54%

12%3%

Distribution of Institutional Portfolio by Monthly Rent

The distribution of the properties comprising the Institutional Portfolio by average monthly rent paid permulti-family suite is as follows:

< $700 (656)

$701 - $800 (848)

$801 - $900 (960)

$901 - $1,000 (671)

$1,101 - $1,200 (520)

$1,201+ (585)

$1,001 - $1,100 (410)

14.1%

18.2%

20.7%14.4%

8.8%

11.2%12.6%

Baseline Property Condition Assessments of Institutional Portfolio

Baseline property condition assessments were prepared by Pinchin Ltd. on behalf of the Vendors, for thepurpose of enabling NPR to evaluate, with respect to each building comprising the Institutional Portfolio, thecondition and structural integrity of each such building and the respective major building operating componentsand systems, identifying and costing-out deficiencies that are the subject of any work orders or likely work ordersand/or deferred maintenance items. Each building has been measured on a standard consistent with its marketsegment and current rent level. Each of the building condition audits was completed on the basis of work whichis required to be completed immediately, within approximately five years, and work which is recommended to beperformed during the subsequent ten years in order to maintain appropriate building conditions. These buildingcondition reports estimate that a minimal amount of capital improvement work is required to be carried outimmediately. To the extent the required work is not completed prior to Closing, Northview will complete suchwork identified in the reports as immediately required, after Closing. Northview, as part of its annual assetreview program, will monitor the appropriate level of capital expenditures to ensure that Northview’s propertiesremain competitive. Each of the baseline property condition assessments has an effective date of May 29, 2015,except 165 Ontario St. (May 12, 2015), 15 Leaman Drive and 81 Jackson Rd (March 5, 2015), 25 Leaman



94

Dr (June 1, 2015), 35 Leaman Dr (June 2, 2015), 81 Primrose St (June 1, 2015), 36 Primrose St (June 1, 2015),60 Primrose St (June 2, 2015), 65 Primrose (June 2, 2015), 175 Albro Lake Rd (June 1, 2015), 77 FarrellDr (June 1, 2015), and Nivens & Middle (June 2, 2015).

Environmental Assessments of Institutional Portfolio

Each of the properties comprising the Institutional Portfolio has been the subject of a recent environmentalsite assessment and asbestos assessment. These assessments were completed on behalf of Pinchin Ltd. forthe Vendors.

Phase I environmental site assessments have been completed at all properties of the Institutional Portfolioby Pinchin Ltd. The environmental assessments were conducted between January 2010 and April 24, 2015. Thepurpose of the Phase I environmental site assessments was to assess whether evidence of potential or actualenvironmental contamination exists at each of the properties comprising the Institutional Portfolio. The phase Ienvironmental site assessments were prepared in accordance with general accordance with industry practices forsuch assessments. Intrusive sampling and analysis were not part of the Phase I environmental site assessments.Pinchin Ltd., together with the applicable Vendor, then considered the findings and categorized and identifiedthe identified risks based on criteria developed by the Vendors and Pinchin Ltd. The resulting analysis focusedon identifying any potential subsurface impacts at the respective sites. Where necessary, Phase II environmentalsite assessments were recommended. With the exception of one property (where annual groundwatermonitoring and sampling was recommended to resolve residual groundwater impacts from an undergroundstorage tank containing heating oil), nothing was identified that was likely to result in potential subsurfaceimpacts at the respective sites.

Separate from the phase I environmental site assessments, the Vendors also conducted asbestos assessmentson each of the properties comprising the Institutional Portfolio. The asbestos assessments were prepared ingeneral accordance with industry practices for such assessments. Pinchin Ltd., together with the applicableVendor, then considered the findings and categorized and identified the risks based on criteria developed by theVendors and Pinchin Ltd. The resulting analysis focused on the identification of the presence of asbestos at therespective sites.

Where the presence of asbestos was confirmed based on the asbestos assessments, Pinchin Ltd. provided arecommendation as to whether any remedial action would be required at the respective site.

Pinchin Ltd. was subsequently engaged to conduct environmental site reconnaissance on each of theproperties comprising the Institutional Portfolio to determine if any changes had occurred at the site orsurrounding land uses since the date of preparation of the most recent phase I environmental site assessmentreport or, if applicable, phase II environmental site assessment report. The reconnaissance was completed foreach property effective May 29, 2015 with the exception of 36, 60, 65 and 81 Primrose St., 15, 25 and 35 LeamanRd., and Nivens, Middle & Farrell, all of which were effective June 2, 2015. The environmental sitereconnaissance letters prepared by Pinchin Ltd. state in the aggregate that the Institutional Portfolio hadundergone typical apartment unit renovations due to tenant turnover, but that no major renovations or changeshad taken place since the last assessment report by Pinchin Ltd. Further, the letters state that surrounding landuses were consistent with those reported in the prior reports, consisting of residential and commercial land uses.

NPR is not aware of any non-compliance with environmental laws at any of the Institutional Portfolioproperties that NPR believes would have a material adverse effect on Northview. NPR is not aware of anypending or threatened investigations or actions by environmental regulatory authorities in connection with anyof the Institutional Portfolio properties that would materially adversely affect NPR or the values of theInstitutional Portfolio properties, taken as a whole, as determined by Pinchin Ltd. Northview will implementpolicies and procedures to assess, manage and monitor environmental conditions at the Institutional Portfolioproperties, and to manage exposure to potential liability.



95

Independent Appraisals of the Institutional Portfolio

Independent Appraisals for the Institutional Portfolio properties were prepared in conformity with theCanadian Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Institute of Canada.The Appraisal Institute of Canada has adopted a definition of market value, which is ‘‘the most probable pricewhich a property should bring in a competitive and open market under all conditions requisite to a fair sale, thebuyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by unduestimulus’’.

According to the Appraisal Institute of Canada, implicit in the definition of market value is theconsummation of a sale as of a specified date and the passing of title from seller to buyer under conditionswhereby: (i) buyer and seller are typically motivated; (ii) both parties are well informed or well-advised, andacting in what they consider their best interests; (iii) a reasonable time is allowed for exposure in the openmarket; and (iv) the price represents the normal consideration for the property sold, unaffected by special orcreative financing or sales concessions granted by anyone associated with the sale.

Based on the independent Appraisals, the Institutional Portfolio has an aggregate estimated appraisedvalue of approximately $535 million.

Caution should be exercised in the evaluation and use of appraisal results, such as the independentAppraisals. An appraisal is an estimate of market value. It is not a precise measure of value but is based on asubjective comparison of related activity taking place in the real estate market. The independent Appraisals arebased on various assumptions of future expectations and some of the assumptions may not materialize or maydiffer materially from actual experience in the future.

A publicly traded REIT will not necessarily trade at values determined solely by reference to the underlyingvalue of its real estate assets. Accordingly, the NPR Ordinary Units may not increase in proportion to, or maytrade at a premium or a discount to, values implied by the independent Appraisals.

Assumed Mortgages

The following table summarizes the expected outstanding principal amount, as at September 1, 2015, of themortgages secured by the Institutional Portfolio to be assumed by NPR upon completion of the PortfolioAcquisition, the effective interest rate applicable to such mortgages and the maturity date of such mortgages.

Property Balance Maturity Date Interest Rate

545, 547, 565 Belmont Avenue . . . . . . . . . . . . . . . . . . . . . . . . . . $13.9 million 01/07/2021 3.97%1189 Talwood Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.6 million 01/05/2023 3.57%700 Parkhill Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7.7 million 05/12/2021 2.50%112, 114 Murphy Avenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.2 million 01/03/2022 2.50%545, 547, 565 Belmont Avenue . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.2 million 01/07/2016 4.03%124 Park Road North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.2 million 01/06/2021 2.50%6, 16 Brybeck Crescent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.0 million 01/05/2020 2.59%351 Eramosa Road . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.5 million 01/03/2022 2.50%32, 88 Brybeck Crescent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.8 million 01/02/2022 2.50%32, 88 Brybeck Crescent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.4 million 01/02/2022 2.50%

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $48.5 million



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INFORMATION CONCERNING NORTHVIEW

In order to reflect the new national character of the asset portfolio and the focus on a new growth initiativefor NPR, NPR will be changing its name upon completion of the Contemplated Transactions to ‘‘NorthviewApartment Real Estate Investment Trust’’.

Following the Contemplated Transactions, in addition to the current properties and Subsidiaries owned byNPR, all of True North’s properties and Subsidiaries will be the property of Northview. In addition, Northviewwill, indirectly through newly created limited partnerships, own the Institutional Portfolio.

An organizational chart setting out the various relationships between Northview and its Subsidiaries is setout on Schedule ‘‘F’’.

Northview will have a portfolio comprising more than 24,000 multi-family suites located across eightprovinces and two territories. The weighted average occupancy of the combined portfolio as at June 30, 2015was 93.4%.

Northview Portfolio

NSNB

NL

QCON

MBSKABBC

YUNT

NU

Multi-family Residential Suites

AB

3,795

BC

2,975NL

1,728

NT

1,329

NU

1,096

QC

2,285

SK

429

ON

8,235NS

1,288

NB

1,163

Total Multi-family

ResidentialSuites

24,323

CommercialSq. Ft.

1.2M

NPR

True North




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4SEP201515492885

3SEP201501492985

Northview Multi-family Portfolio — Pro Forma NOI by Region(1)

SK5%

QC1%

NS6%

AB11%

NB4%

ON57%

NB10%

NS7%

SK2%

NL6%QC

6%NS3%

NT8%

NB3%

BC9%

NU13%

AB19%

ON30%

ON83%

QC22%

AB29%

NU25%

BC16%

NT14%

NL11%

Residential

Suites

Occupancy

10,765

89.9%


96.3% 95.9% 93.4%

8,908 4,650 24,323

Note:

(1) NOI for Q2 2015 with respect to NPR and True North, and management’s estimates for the Institutional Portfolio on an annualizedbasis.

Northview Multi-family Portfolio — Pro Forma NOI by City Size(1)


Large12%

Large59%

Large65%

Large34%Medium

24%Medium

32%

Medium27%

Medium27%

Small64%

Small9%

Small8%

Small39%

Note:

(1) NOI for Q2 2015 with respect to NPR and True North, and management’s estimates for the Institutional Portfolio on an annualizedbasis; size of city is based on population, where: small=30,000 or less, medium=30,001 — 100,000, and large=100,001 or greater.



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4SEP201522114639

Distributions

NPR has a long and successful track record of increasing its distributions to NPR Ordinary Unitholders andmaintaining a low FFO payout ratio over its history. NPR has raised its distribution eight times over the past13 years, delivering total growth of 41.7% at a compound annual growth rate of 2.7%. Northview will continue tohave a target sustainable FFO payout ratio of under 70%, which is consistent with its current payout ratio today,with the potential to increase distributions as FFO per unit grows over time.

NPR Historical Distributions & FFO Payout Ratio

$1.15 $1.18$1.25

$1.31$1.38

$1.48 $1.48 $1.48$1.53 $1.53 $1.53

$1.58$1.63

2002 2003 2004 2005 2006 2007 2008 2009

Annual Distribution

2010 2011 2012(1) 2013 2014

FFO Payout Ratio

90.9%80.3%

77.7% 81.3% 79.5% 77.2%69.8%

67.3% 70.0% 65.3% 68.1% 69.3% 67.1%

Note:

(1) Excludes special distribution of $0.56 per unit

The properties in the two portfolios being acquired are predominantly located in large and mediumsized cities.

Trustees, Officers and Personnel

Following the completion of the Contemplated Transactions, Todd Cook will act as President and ChiefExecutive Officer of Northview, and Leslie Veiner (who is currently the President and Chief Executive Officer ofTrue North) will act as Chief Operating Officer of Northview. In addition, the Northview Board will consist ofnine members, namely seven of the eight current members of the NPR Board (Douglas Mitchell, Todd Cook,Kevin Grayston, Dennis Hoffman, Christine McGinley, Terrance McKibbon and Scott Thon) and two nomineesproposed by Starlight pursuant to the Amended and Restated Exchange Agreement (Daniel Drimmer andGraham Rosenberg). Douglas Mitchell will serve as Chairman of the Northview Board.

The operations personnel of Northview are expected to consist of personnel from each of the two entitiesand will be assessed further following the completion of the Contemplated Transactions and a review of theacquired assets. Northview will internalize of the property asset management functions of the AcquiredPortfolios over the next 12-36 months. The Transitional Service Agreement with Starlight will provide Northviewwith the asset management continuity to facilitate a systematic, orderly transition of these functions duringthis period.



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4SEP201515564838

Property Portfolio

Northview will own 24,323 multi-family multi-family suites, 419 execusuites and hotel rooms and 1.2 millionsquare feet of commercial space located across eight provinces and two territories. The pro forma occupancylevel of the multi-family portfolio is 93.4% compared to NPR’s occupancy of 89.9% as of June 30, 2015.Northview expects that approximately 50% of its NOI will be generated in Central and Eastern Canada,approximately 30% in Western Canada and approximately 20% in Northern Canada.

Authorized Capital

The authorized capital of Northview will remain unchanged from NPR’s authorized capital following theContemplated Transactions, namely an unlimited number of trust units and special voting units. The issuedNPR Units will increase as a result of the issuance of NPR Ordinary Units and Class B LP Units pursuant to theContemplated Transactions.

Changes to Consolidated Capitalization

The following table states the number and percentage of securities of Northview proposed to beoutstanding on a fully-diluted basis after giving effect to the Contemplated Transactions.

Outstanding Northview Securities

NPR Ordinary Units issued and outstanding as at September 4, 2015 . . . . . . . . . . . . . . . . . . . . 31,694,190Class B LP Units issued and outstanding as at September 4, 2015 . . . . . . . . . . . . . . . . . . . . . . 67,796NPR Ordinary Units issued to former True North Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 7,778,984NPR Ordinary Units issued to former holders of True North Class B LP Units . . . . . . . . . . . . . 5,480,023NPR Ordinary Units issued to the PSP Investments entities . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,115,196NPR Ordinary Units issued to Daniel Drimmer through affiliated entities in connection with

Portfolio Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,295,926NPR Ordinary Units that may be issued in connection with conversion of True North

Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 966,386NPR Ordinary Units reserved for issuance pursuant to unit awards granted under the

NPR Unit Award Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,343NPR Ordinary Units reserved for issuance pursuant to awards granted under the NPR Long

Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,865

Maximum number of NPR Ordinary Units (fully-diluted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,483,709

Pro Forma Ownership of Northview

60.8%14.9%

14.5%

9.8%Former NPR Unitholders

PSP Investments entities

Daniel Drimmer through affiliated entities(through units and Class B LP Units)

Former True North Unitholders (excluding DanielDrimmer related entities)

In addition, Northview will have assumed True North’s obligations with respect to the True NorthDebentures.



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Selected Unaudited Condensed Pro Forma Consolidated Financial Information

The following summary of unaudited condensed pro forma consolidated financial information forNorthview is as at June 30, 2015, as though the Contemplated Transactions had been completed on that date. Itshould be read in conjunction with, and is qualified in its entirety by, the unaudited condensed pro formaconsolidated financial statements of Northview attached as Schedule ‘‘B’’ hereto.

The summary unaudited pro forma consolidated financial information is not intended to be indicative of theresults that would actually have occurred, or the results expected in future periods, had the events reflectedherein occurred on the dates indicated. Actual amounts recorded upon consummation of the ContemplatedTransactions will differ from the pro forma information presented below. No attempt has been made to calculateor estimate potential synergies between NPR and True North. The unaudited pro forma consolidated financialstatement information set forth below is extracted from and should be read in conjunction with the unauditedpro forma consolidated financial statements and the accompanying notes included in Schedule ‘‘B’’to this Circular.

Pro Forma Financial Highlights

Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35 millionTotal Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.1 billionCurrent Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 838 millionLong Term Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.2 billionRetained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.1 billion

Financial Impact

Enterprise Value(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.0 billionMarket Capitalization(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.2 billionExpected FFO per Unit(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.38 – $2.43Expected FFO Payout Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~70%Distributions per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.63Debt to Gross Book Value(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.3%Adjusted Debt to Gross Book Value(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 57.8%

Notes:

(1) Based on an NPR Ordinary Unit closing price of $23.03 on August 7, 2015, the last trading date prior to theannouncement of the Contemplated Transactions.

(2) FFO per unit is consistent with management’s 2015 expectations for NPR.(3) Includes True North Debentures.(4) Excludes True North Debentures and pro forma fair value of debt adjustments.

Debt Strategy

General

Northview will seek to maintain a combination of short, medium and long-term debt maturities that areappropriate for the overall debt level of its portfolio, taking into account availability of financing and marketconditions, and the financial characteristics of each property. The future debt strategy will be to continue toobtain secured mortgage financing on a fixed rate basis, using available CMHC insurance where appropriate.The preference is to have staggered debt maturities to mitigate interest rate risk and limit re-financing exposurein any particular period. Northview also intends to enter into long-term mortgages at fixed rates when borrowingconditions are favourable.

Management estimates that the aggregate indebtedness to be assumed or incurred by Northview at Closingwill be approximately $1.8 billion, including the $23 million aggregate principal amount of True North



101

Debentures and a pro forma mark-to-market increase of approximately $23 million on certain mortgages to beassumed. The NPR Declaration of Trust permits a maximum debt to gross book value of 70%. The pro formadebt to gross book value ratio to be 59.3%. Excluding the pro forma mark-to-market adjustments and theaggregate principal amount of True North Debentures, management of NPR estimates the pro forma debt togross book value ratio is estimated to be 57.8%. Management of NPR intends to reduce overall leverage via avariety of strategies including organic growth and the select sale of non-core assets. Northview intends tomaintain a debt to gross book value ratio within a range of 50 – 60%.

Northview’s coverage ratios are expected to remain among the strongest in the Canadian multi-familysector. Pro forma interest coverage ratio is expected to be 2.9 and the debt to EBITDA is expected to be 10.0 x,one of the best in the Canadian public multi-family REIT sector.

The weighted average maturity and the weighted average effective interest rate, of all indebtedness to beassumed or incurred by Northview at Closing are expected to be approximately 4.8 years and 3.2%, respectively.Given the sensitivity to refinancing debt at maturity, Northview intends, when appropriate, to arrange forCMHC financing up to six months in advance of the maturity of outstanding indebtedness, for a nominaladditional cost, to lock-in interest rates on future indebtedness. Northview may also, from time to time, enterinto instruments to hedge the amount of interest to be paid by Northview on future debt and to reduce itsexposure to refinancing risks, provided that Northview confirms that such hedging will not affect Northview’sstatus as a ‘‘real estate investment trust’’ for purposes of the SIFT Rules.

Debt Composition

Debt Maturities

The existing mortgages payable are characterized by a staggered maturity profile. The mortgages consist ofconventional mortgages and CMHC mortgages. Northview has the option to use CMHC insurance throughwhich Northview can normally obtain lower interest rate spreads on its property financing as compared to otherconventional mortgage financing alternatives. CMHC, an agency of the Federal Government of Canada,provides mortgage insurance that protects lenders against the risk of borrower default. As a result of thisgovernment backing, management believes that financing availability to CMHC insured borrowers has beenmore consistent throughout market cycles, including during the recent credit crisis. Additionally, managementbelieves that renewal risk is mitigated through CMHC insurance because once insurance is obtained on amortgage, the insurance is transferable and follows the mortgage for the complete amortization period, which istypically between 25 and 40 years. With the insurance being transferable between approved lenders, it lowers theoverall risk of Northview not being able to refinance an asset on maturity. Furthermore, as noted above, it ispossible to lock in the interest rate for a CMHC insured mortgage up to six months prior to the funding date of amortgage for a nominal additional cost.



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The following table outlines Northview’s debt maturities over each of the ten calendar years followingClosing and thereafter (assuming such debt is not renewed at maturity).

Debt Composition

$188

$243

$98

$196$212

$112

$288

$56

$174

$75

$172

2015(remainder

of theyear)

2016 2017 2018 2019 2020 2021 2022 2023 2024 Thereafter$0

$100

$200

$300

$400

$500

$ in millions

Mortgages Credit Facilities Convertible Debentures

Operating Credit Facilities

Upon Closing, Northview will have four operating facilities with a total capacity of $485.0 million.Management will embark on a capital structure review post-closing.

(a) Currently, NPR has a Syndicated Credit Line with three Canadian chartered banks of up to$75.0 million for the purposes of funding future acquisitions, developments and operating expenses.NPR also has a Swing Line which is included in the Syndicated Credit Line and is utilized for overdraftprotection on NPR’s chequing account. The Syndicated Credit Line bears interest at prime plus 0.75%or bankers’ acceptance plus 2.00% and has a maturity of May 12, 2016.

(b) NPR also has an Acquisition Line with a Canadian chartered bank of up to $15.0 million for thepurposes of funding future acquisitions and operating expenses, bearing interest at prime plus 0.75%or bankers’ acceptance plus 2.00% with a maturity of July 23, 2016.

(c) True North has an operating credit facility with a Canadian chartered bank, which allows it to borrowup to $45.0 million and expires on October 1, 2015 and is in the process of being renewed. Theoperating facility bears interest on cash advances at 225 basis points per annum over the floatingbankers’ acceptance rate, or 125 basis points over prime rate.

(d) Two Canadian chartered banks have provided a commitment to provide, at Closing:

(i) a senior secured non-revolving term loan facility, in the amount of $325.0 million, to be used tofinance the acquisition of the Institutional Portfolio, providing a bridge to the refinancing of the



103

individual properties, and will bear interest at a rate equal to bankers acceptance plus 195 basispoints or prime plus 70 basis points, with an expiry date two years from closing. The facility issecured by the 33 properties in the Institutional Portfolio; and

(ii) a senior secured non-revolving equity bridge facility, in the amount of $25.0 million, to be used toprovide additional liquidity, if necessary, post-closing and will bear interest at a rate equal tobankers acceptance plus 250 basis points or prime plus 125 basis points, with an expiry six monthsfrom closing with a six month extension subject to lender approval. The facility is secured by the33 properties in the Institutional Portfolio.

Convertible Debentures

On June 16, 2014, the True North completed a public offering of $23.0 million principal amount ofconvertible unsecured subordinated debentures (including the exercise of an overallotment option for$3.0 million June 19, 2014) at par. All of the obligations of True North relating to the True North DebentureSupplemental Indenture will be assumed by Northview.

The debentures bear interest at 5.75% per annum, payable semi-annually in arrears and mature on June 30,2019. Each $1.0 million (actual dollars) principal amount of debentures is convertible at the option of the holderat any time prior to the close of business on the earlier of the June 30, 2019 and the business day immediatelypreceding the date fixed by Northview for redemption (if applicable), into approximately 966,000 NPR OrdinaryUnits, representing a conversion price of $23.80 per Unit. The debentures commenced trading on the Exchangeunder the symbol ‘‘TN.DB’’ on June 16, 2014.

On and after June 30, 2017, but prior to June 30, 2018, the debentures are redeemable, in whole or in part,at par plus accrued and unpaid interest, at the sole option of Northview, on not more than 60 days and not lessthan 30 days prior notice, provided that the market price of a NPR Ordinary Unit, calculated with reference tothe date on which notice of redemption is given, is not less than 125% of the conversion price.

On and after June 30, 2018, but prior to June 30, 2019, the debentures are redeemable, in whole or in part,at par plus accrued and unpaid interest, at the sole option of Northview on not more than 60 days and not lessthan 30 days prior notice.

Northview may, at its sole option, subject to certain restrictions, elect to satisfy its obligation to pay all orany portion of the principal amount on the debentures, by delivering to debenture holders on the redemptiondate that number of NPR Ordinary Units obtained by dividing the principal amount redeemed by 95% of thecurrent market price of the NPR Ordinary Units on the redemption date.

Northview Principal Unitholders

Following completion of the Contemplated Transactions, the current NPR Voting Unitholders and theformer True North Unitholders will hold approximately 60.8% and 25.0%, respectively, of the Northview Units.

To the knowledge of the Trustees and officers of NPR, following completion of the ContemplatedTransactions, no person or company will beneficially own, directly or indirectly, or exercise control or directionover, voting securities of Northview carrying more than 10% of the voting rights attached to voting securities ofNorthview except as disclosed below.

Number of Percentage ofNorthview Units and Northview Units and

Name of Northview Voting Unitholder Class B LP Units Class B LP Units

Daniel Drimmer through affiliated entities . . . . . . . . . . . . . . . . . 7,564,687 14.5%



104

LEGAL MATTERS

Certain legal matters in connection with the Contemplated Transactions will be reviewed for NPR by BLG.

Certain legal matters in connection with the Contemplated Transactions will be reviewed for True North byCassels Brock & Blackwell LLP.

Certain legal matters in connection with the Contemplated Transactions will be reviewed for the Vendors byBloom Lanys Professional Corporation and by Davies Ward Phillips & Vineberg LLP on behalf of PSPInvestments.

EXPERTS

Deloitte LLP are the auditors for NPR. Deloitte LLP issued their report on the annual financial statementsof NPR for the year ended December 31, 2014, incorporated by reference in this Circular, and for the annualfinancial statements of the Institutional Portfolio included in Schedule ‘‘B’’ to this Circular. Deloitte LLP,Chartered Professional Accountants, Chartered Accountants is independent of NPR within the meaning of theRules of Professional Conduct of the Chartered Professional Accountants of Alberta. Deloitte LLP, CharteredProfessional Accountants, Licensed Public Accountants is independent of the Vendors within the meaning of theRules of Professional Conduct of the Chartered Professional Accountants of Ontario.

KPMG LLP are the auditors for True North. KPMG LLP issued their report on the annual financialstatements of True North for the year ended December 31, 2014, incorporated by reference in this Circular.KPMG LLP has confirmed that they are independent of True North within the meaning of the Rules ofProfessional Conduct of the Chartered Professional Accountants of Ontario.

Scotiabank acted as financial advisor to NPR and Salman acted as independent financial advisor to NPR.As of the date hereof, the partners and associates of each of Scotiabank and Salman, respectively, beneficiallyown, directly or indirectly, less than 1% of the securities of NPR and True North and their associatesand affiliates.

INTEREST OF RELATED INSIDERS IN MATERIAL TRANSACTIONS

Except as otherwise described in this Circular none of the Trustees or executive officers nor any person whobeneficially owns, or controls or directs, directly or indirectly, NPR Units carrying more than 10% of the votingrights attached to all outstanding NPR Units nor any associate or affiliate of any of the foregoing persons, hasany material interest, direct or indirect, in any proposed transaction which has or will materially affect NPR.

INTEREST OF INSIDERS IN MATTERS TO BE ACTED UPON

Except as otherwise described in this Circular none of the Trustees or senior officers of NPR, nor anyperson who has held such a position since the beginning of the last completed financial year of NPR, nor anyassociate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way ofbeneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

ADDITIONAL INFORMATION

Additional information relating to NPR is available on the internet on the SEDAR operated by theCanadian Securities Administrators and CDS Inc., a Subsidiary of the Canadian Depository for SecuritiesLimited, at www.sedar.com. Financial information is provided in NPR’s comparative financial statements andmanagement’s discussion and analysis for its most recently completed financial year. Unitholders may alsorequest copies of NPR’s comparative financial statements and management’s discussion and analysis from theCorporate Secretary at Suite 101, 6131 6th St. E, Calgary, Alberta, T2H 1L9, facsimile No. 403.531.0727, email:[email protected].



105

APPROVAL OF TRUSTEES

The contents and the mailing of this Circular to NPR Voting Unitholders have been approved by theNPR Board.

DATED at Calgary, Alberta this 4th day of September, 2015.

On behalf of the Trustees ofNORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST




106

CONSENT OF SCOTIA CAPITAL INC.

To the Board of Trustees of Northern Property Real Estate Investment Trust (‘‘NPR’’):

We refer to the written opinion of our firm dated August 9, 2015 (the ‘‘Fairness Opinion’’), which weprepared for the Board of Trustees of NPR in connection with the transaction involving NPR and True North,among others, described in the management information circular of NPR dated September 4, 2015(the ‘‘Circular’’).

We consent to the inclusion of the Fairness Opinion and a summary thereof in the Circular and to the use ofour firm name in the Circular.

In providing our consent, we do not intend or permit that any person other than the Board of Trustees ofNPR shall rely on the Fairness Opinion which remains subject to the analyses, assumptions, limitations andqualifications contained therein.

(signed) Scotia Capital Inc.Scotia Capital Inc.Calgary, AlbertaSeptember 4, 2015



107

CONSENT OF SALMAN PARTNERS INC.

To the Board of Trustees of Northern Property Real Estate Investment Trust (‘‘NPR’’):

We refer to the written opinion of our firm dated August 9, 2015 (the ‘‘Fairness Opinion’’), which weprepared for the Board of Trustees of NPR in connection with the transaction involving NPR and True North,among others, described in the management information circular of NPR dated September 4, 2015(the ‘‘Circular’’).

We consent to the inclusion of the Fairness Opinion and a summary thereof in the Circular and to the use ofour firm name in the Circular.

In providing our consent, we do not intend or permit that any person other than the Board of Trustees ofNPR shall rely on the Fairness Opinion which remains subject to the analyses, assumptions, limitations andqualifications contained therein.

(signed) Salman Partners Inc.Salman Partners Inc.Vancouver, British ColumbiaSeptember 4, 2015



108

SCHEDULE ‘‘A’’

Transaction Resolution

BE IT RESOLVED THAT:

1. Pursuant to the terms of the plan of arrangement (as the arrangement may be, or may have been, modifiedor amended in accordance with its terms) (the ‘‘Arrangement’’) under Section 191 of the BusinessCorporations Act (Alberta) involving Northern Property Real Estate Investment Trust (‘‘NPR’’) and TrueNorth Apartment Real Estate Investment Trust (‘‘True North’’), as set forth in the arrangement agreement(the ‘‘Amended and Restated Arrangement Agreement’’) among NPR, True North, Blue-Starlight LP, TrueNorth Limited Partnership, Rocky (2013) Limited Partnership, TN4 Limited Partnership, TN5 LimitedPartnership, TN6 Limited Partnership, True North General Partner Corp., Starlight Investments Ltd., NPRLimited Partnership and NPR GP Inc., dated August 10, 2015, the issuance up to 21,636,506 trust units ofNPR (‘‘NPR Ordinary Units’’) (including NPR Ordinary Units issuable on exchange of exchangeablelimited partnership units of subsidiary partnerships of NPR issued pursuant to the ContemplatedTransactions and the special voting units of NPR attached thereto):

(a) to be received by unitholders of True North pursuant to the Arrangement;

(b) as may be exchanged or exchangeable for Class B limited partnership units issued pursuant to the IMHConditional Purchase Agreement and the Starlight Conditional Purchase Agreement; and

(c) as may be exchanged or exchangeable for Class B limited partnership units of True North LimitedPartnership, Blue-Starlight LP, Rocky (2013) Limited Partnership, TN4 Limited Partnership,TN5 Limited Partnership and TN6 Limited Partnership or any other partnership that is, directly orindirectly, wholly owned and controlled by NPR pursuant to the Amended and Restated ExchangeAgreement,

and all as more particularly described and set forth in the management information circular(the ‘‘Circular’’) of NPR dated September 4, 2015, accompanying the notice of this meeting is herebyauthorized, approved and adopted.

2. Notwithstanding that this resolution has been passed by the unitholders of NPR, the board of trustees ofNPR is hereby authorized and empowered, without further notice to, or approval of, the unitholdersof NPR:

(a) to amend the terms of the Arrangement to the extent permitted by the Amended and RestatedArrangement Agreement as it may deem appropriate in any manner, other than to increase thenumber of Units to be paid under the Arrangement; and

(b) subject to the terms of the Amended and Restated Arrangement Agreement, the IMH ConditionalPurchase Agreement and the Starlight Conditional Purchase Agreement not to proceed with theContemplated Transactions.

3. Any one or more trustees or officers of NPR is hereby authorized, for and on behalf and in the name ofNPR, to execute and deliver, all such agreements, forms, waivers, notices, certificate, confirmations andother documents and instruments and to do or cause to be done all such other acts and things as in theopinion of such trustee or officer may be necessary, desirable or useful for the purpose of giving effect tothese resolutions, the Amended and Restated Arrangement Agreement, the IMH Conditional PurchaseAgreement and the Starlight Conditional Purchase Agreement and the completion of the ContemplatedTransactions in accordance with the terms of the Amended and Restated Arrangement Agreement, theIMH Conditional Purchase Agreement and the Starlight Conditional Purchase Agreement including:

(a) all actions required to be taken by or on behalf of NPR, and all necessary filings and obtaining thenecessary approvals, consents and acceptances of appropriate regulatory authorities; and



A-1

(b) the signing of the certificates, consents and other documents or declarations required under theAmended and Restated Arrangement Agreement or otherwise to be entered into by NPR,

such determination to be conclusively evidenced by the execution and delivery of such document,agreement or instrument or the doing of any such act or thing.



A-2

SCHEDULE ‘‘B’’

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS Page

Financial Statements of NPR/Northview

Pro Forma Unaudited Consolidated Financial Statements for the periods ended December 31, 2014and June 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-2

Financial Statements of the Starlight Portfolio

Carve-out financial statements of Starlight Related Portfolio as at and for the years endedDecember 31, 2014 and 2013 (audited) and as at and for the three-month and six-month periodsended June 30, 2015 and 2014 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18

Financial Statements of the IMH Portfolio

Carve-out financial statements of IMH Portfolio as at and for the years ended December 31, 2014and 2013 (audited) and as at and for the three-month and six-month periods ended June 30,2015 and 2014 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-38



B-1

9APR200603071026

Pro Forma Condensed Consolidated Financial Statements

As at and for the six months ended June 30, 2015 and the year ended December 31, 2014

(Unaudited)



B-2

NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUSTUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at June 30, 2015(thousands of Canadian dollars)

Pro formaNPR TN SL IMH adjustments Notes Total

AssetsNon-current assets

Investment properties . . . . . . . . . . . . . . . . . . 1,631,152 839,690 105,300 429,810 — 3,005,952Property, plant and equipment . . . . . . . . . . . . . 52,266 — — — — 52,266Other long term assets . . . . . . . . . . . . . . . . . 4,626 928 91 490 (581) 4(b) 5,554Investment in joint ventures . . . . . . . . . . . . . . 5,732 — — — — 5,732Intangible assets . . . . . . . . . . . . . . . . . . . . . . 796 — — — — 796Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 22,520 4(b) 22,520Loans receivable . . . . . . . . . . . . . . . . . . . . . 5,797 — — — — 5,797Instalment notes receivable . . . . . . . . . . . . . . . — 1,363 — — 123 4(b)(i) 1,486

1,700,369 841,981 105,391 430,300 22,062 3,100,103

Current assetsCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,403 782 2,929 (3,711) 4(b) 1,403Restricted cash . . . . . . . . . . . . . . . . . . . . . . 6,936 3,213 29 1,172 (1,201) 4(b) 10,149Accounts receivable . . . . . . . . . . . . . . . . . . . 11,767 2,617 72 576 (648) 4(b) 14,384Prepaid expenses and other assets . . . . . . . . . . 5,231 2,846 110 1,420 (1,530) 4(b) 8,077Instalment notes receivable . . . . . . . . . . . . . . . — 655 — — — 655

23,934 10,734 993 6,097 (7,090) 34,668

1,724,303 852,715 106,384 436,397 14,972 3,134,771

LiabilitiesNon-current liabilities

Class B units . . . . . . . . . . . . . . . . . . . . . . . . 1,517 112,601 — — (112,601) 4(a)(i) 180,597126,205 4(a)(i)32,630 4(a)(ii)20,245 4(a)(ii)

Mortgages payable . . . . . . . . . . . . . . . . . . . . 657,590 392,221 79,516 106,890 (254,362) 4(d)(i) 1,004,64222,787 4(d)(ii)

Derivative instruments . . . . . . . . . . . . . . . . . . — 769 — — — 769Convertible debentures . . . . . . . . . . . . . . . . . — 23,403 — — — 4(f) 23,403

659,107 528,994 79,516 106,890 (165,096) 1,209,411

Current liabilitiesMortgages payable . . . . . . . . . . . . . . . . . . . . 124,227 85,939 3,760 112,735 — 326,661Credit facilities . . . . . . . . . . . . . . . . . . . . . . 74,484 30,000 — — 256,141 4(g)(i) 455,377

59,752 4(g)(i)26,698 4(g)(i)6,709 4(g)(i)

700 4(g)(i)1,593 4(g)(i)(700) 4(g)(iii)

Derivative instruments . . . . . . . . . . . . . . . . . . — 2,119 — — — 2,119Trade and other payables . . . . . . . . . . . . . . . . 29,266 18,379 3,483 7,941 (11,424) 4(b) 47,645Distribution payable . . . . . . . . . . . . . . . . . . . 4,313 1,116 — — — 5,429Unit based payments . . . . . . . . . . . . . . . . . . . 474 — — — — 474

232,764 137,553 7,243 120,676 339,469 837,705

891,871 666,547 86,759 227,566 174,373 2,047,116

Trust Unit holders’ equityEquity attributable to Trust Unit holders . . . . . . 818,511 168,204 19,625 208,831 (396,660) 4(l) 1,108,734

290,223 4(a)Non-controlling interests . . . . . . . . . . . . . . . . 1,870 — — — — 1,870Retained earnings . . . . . . . . . . . . . . . . . . . . . 12,051 17,964 — — (17,964) 4(l) (22,949)

(35,000) 4(k)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . 832,432 186,168 19,625 208,831 (159,401) 1,087,655

1,724,303 852,715 106,384 436,397 14,972 3,134,771

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.



B-3

NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUSTUNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS

OF NET AND COMPREHENSIVE INCOMEYear ended December 31, 2014

(thousands of Canadian dollars)


RevenueRental revenue . . . . . . . . . . . . . . 182,612 69,914 6,452 38,925 — 297,903Other revenue . . . . . . . . . . . . . . . 5,229 504 — — — 5,733

187,841 70,418 6,452 38,925 — 303,636Operating expenses . . . . . . . . . . . 78,234 32,369 3,169 20,665 — 134,437

Net operating income . . . . . . . . . . 109,607 38,049 3,283 18,260 — 169,199

Other expense (income)Financing costs . . . . . . . . . . . . . . 27,887 24,582 2,944 9,043 12,353 4(c) 66,639

(6,890) 4(c)(8,224) 4(d)(i)(5,805) 4(d)(ii)(2,711) 4(e)13,110 4(g)(ii)

350 4(g)(iii)Business combination transaction

costs . . . . . . . . . . . . . . . . . . . . — — — — 35,000 4(k) 35,000Administration . . . . . . . . . . . . . . . 6,617 3,552 — — (291) 4(h),(j) 9,878Depreciation and amortization . . . 4,600 — — — — 4,600Loss (gain) on sale of property,

plant and equipment . . . . . . . . . (341) — — — — (341)Equity income from joint ventures (1,212) — — — — (1,212)Unrealized fair value changes . . . . (2,813) (9,164) (8,522) (7,279) 20,672 4(i) (2,813)

5,604 4(i)(575) 4(i)(736) 4(i)

34,738 18,970 (5,578) 1,764 61,857 111,751

Income before income taxes . . . . . 74,869 19,079 8,861 16,496 (61,857) 57,448

Income tax expenseCurrent . . . . . . . . . . . . . . . . . . 213 — — — — 213Deferred . . . . . . . . . . . . . . . . . 392 — — — — 392

605 — — — — 605

Net and comprehensive income . . . 74,264 19,079 8,861 16,496 (61,857) 56,843

Net and comprehensive incomeattributable to:Trust Unit holders . . . . . . . . . . 73,972 19,079 8,861 16,496 (61,857) 56,551Non-controlling interests . . . . . . 292 — — — — 292

Net and comprehensive income . . . 74,264 19,079 8,861 16,496 (61,857) 56,843




B-4


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTSOF NET AND COMPREHENSIVE INCOME

Six months ended June 30, 2015(thousands of Canadian dollars)


RevenueRental revenue . . . . . . . . . . . . . . . 95,092 43,130 4,750 19,670 — 162,642Other revenue . . . . . . . . . . . . . . . 3,130 252 — — — 3,382

98,222 43,382 4,750 19,670 — 166,024Operating expenses . . . . . . . . . . . . 41,841 21,282 2,553 10,642 — 76,318

Net operating income . . . . . . . . . . 56,381 22,100 2,197 9,028 — 89,706

Other expense (income)Financing costs . . . . . . . . . . . . . . . 15,649 14,484 2,516 3,691 6,336 4(c) 35,596

(4,767) 4(c)(4,184) 4(d)(i)(2,903) 4(d)(ii)(1,711) 4(e)6,310 4(g)(ii)

175 4(g)(iii)Administration . . . . . . . . . . . . . . . 4,313 2,187 — — (240) 4(h),(j) 6,260Depreciation and amortization . . . 2,362 — — — — 2,362Loss (gain) on sale of property,

plant and equipment . . . . . . . . . 392 — — — — 392Equity income from joint ventures . (507) — — — — (507)Unrealized fair value changes . . . . 13,265 882 3,290 4,639 (3,505) 4(i) 13,265

(3,326) 4(i)172 4(i)

(2,152) 4(i)

35,474 17,553 5,806 8,330 (9,795) 57,368

Net and comprehensive income(loss) . . . . . . . . . . . . . . . . . . . . 20,907 4,547 (3,609) 698 9,795 32,338

Net and comprehensive income(loss) attributable to:Trust Unit holders . . . . . . . . . . . 20,802 4,547 (3,609) 698 9,795 32,233Non-controlling interests . . . . . . 105 — — — — 105

Net and comprehensive income(loss) . . . . . . . . . . . . . . . . . . . . 20,907 4,547 (3,609) 698 9,795 32,338




B-5


NOTES TO THE UNAUDITED PRO FORMA CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

As at and for the six months ended June 30, 2015 and the year ended December 31, 2014(Tabular amounts expressed in thousands of Canadian dollars except where indicated)

1. BASIS OF PREPARATION

Northern Property Real Estate Investment Trust (the ‘‘REIT’’, the ‘‘Trust’’ or ‘‘NPR’’) is an unincorporated,open-ended real estate investment trust created pursuant to a declaration of trust (‘‘DOT’’) datedJanuary 2, 2002, and last amended May 13, 2014, under the laws of the Province of Alberta (and the federallaws of Canada applicable therein). NPR is primarily a multi-family real estate investment trust providingrental accommodations across Canada. It is the largest residential landlord in the Northwest Territories,Nunavut, and Newfoundland and Labrador, has an increasing presence in key markets in Alberta, BritishColumbia, and Saskatchewan, and has operations in Quebec. NPR’s registered office is located at110, 6131 – 6th Street SE, Calgary, Alberta.

The accompanying unaudited pro forma condensed consolidated statement of financial position as atJune 30, 2015, and the condensed consolidated statements of net and comprehensive income for the sixmonths then ended and the year ended December 31, 2014, have been prepared by management of theREIT to reflect the following anticipated acquisitions (collectively, the ‘‘Transactions’’):

• the acquisition of 100% of the issued and outstanding Trust Units and Class B LP Units of True NorthApartment Real Estate Investment Trust (the ‘‘TN Acquisition’’); and

• the acquisition of seven investment properties from Starlight Investments Ltd. (the ‘‘SL Portfolio’’) andthe acquisition of 26 investment properties from a joint venture between Public Sector PensionInvestment Board and Starlight Investments Ltd., together with its affiliates (the ‘‘IMH Portfolio’’ or‘‘IMH’’) (collectively the ‘‘Portfolio Acquisitions’’).

The unaudited pro forma condensed consolidated statement of financial position gives effect to theTransactions as if they had occurred on June 30, 2015. The unaudited pro forma condensed consolidatedstatements of net and comprehensive income for the six months ended June 30, 2015, and for the yearended December 31, 2014, give effect to the Transactions as if they had occurred on January 1, 2014.

The unaudited pro forma condensed consolidated financial statements have been prepared using thefollowing information:

• the audited consolidated financial statements of the REIT as at and for the year ended December 31,2014, prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’); and theunaudited condensed consolidated interim financial statements of the REIT as at and for the six monthsended June 30, 2015, prepared in accordance with International Accounting Standard (‘‘IAS’’) 34;

• the audited consolidated financial statements of True North Apartment Real Estate Investment Trust(‘‘TN’’) as at and for the year ended December 31, 2014, prepared in accordance with IFRS; and theunaudited condensed consolidated interim financial statements of TN as at and for the six months endedJune 30, 2015, prepared in accordance with IAS 34;

• The audited combined financial statements of Starlight Related Portfolio as at and for the year endedDecember 31, 2014, prepared in accordance with IFRS; and the unaudited combined financial statementsof Starlight Related Portfolio as at and for the six months ended June 30, 2015, prepared in accordancewith IAS 34; and

• The audited combined financial statements of the IMH Portfolio as at and for the year endedDecember 31, 2014, prepared in accordance with IFRS; and the unaudited combined financial statements



B-6


NOTES TO THE UNAUDITED PRO FORMA CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (Continued)


1. BASIS OF PREPARATION (Continued)

of the IMH Portfolio as at and for the six months ended June 30, 2015, prepared in accordance withIAS 34.

The pro forma adjustments and fair value measurements are preliminary, and have been determined frominformation currently available to management of the REIT. Accordingly, these adjustments and fair valuemeasurements are subject to change. The unaudited pro forma condensed consolidated financial statementsare provided for information purposes only and are not necessarily indicative of the results that would haveactually occurred if the transactions had been consummated at the specified dates, nor are they necessarilyindicative of future operating results or the financial position of the REIT.

All amounts are expressed thousands of Canadian dollars except where indicated.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of these unaudited pro forma condensed consolidatedfinancial statements are consistent with those disclosed in the REIT’s audited consolidated financialstatements for the year ended December 31, 2014, and those referred to in the unaudited condensedconsolidated interim financial statements for the six months ended June 30, 2015, respectively. Theseunaudited pro forma condensed consolidated financial statements do not include all the information anddisclosures required by IFRS for annual or interim financial statements and therefore should be read inconjunction with the December 31, 2014, and June 30, 2015, consolidated financial statements of the REIT,respectively.

Where the REIT does not have an established accounting policy, the accounting policies of the intendedacquisition targets as disclosed in their respective financial statements are adopted for the purpose ofpreparation of these unaudited pro forma condensed consolidated financial statements. Such accountingpolicies adopted are as follows:

a) Instalment notes receivableInstalment notes receivable are designated as loans and receivables financial assets and are measured atamortized cost at each reporting date.

b) Convertible debenturesThe convertible debentures are convertible into Trust Units. As the Trust Units are redeemable at theoption of the holder and are considered puttable financial instruments in accordance with IAS 32, FinancialInstruments — Presentation (‘‘IAS 32’’), the convertible debentures are considered a financial liabilitycontaining an embedded conversion option that is also classified as a liability. The REIT has elected toreflect the full outstanding amount of each convertible debenture at its fair value and the debentures aredesignated each as fair value through profit or loss (‘‘FVTPL’’) with the changes in fair value beingrecognized as financing costs in the consolidated statements of net and comprehensive income. The interestpaid on the convertible debentures is accounted for as a financing cost.

c) Derivative instrumentsDerivative instruments consist of interest rate swaps, which are designated as FVTPL financial liabilitiesand are measured at fair value at each reporting date with any changes in fair value recorded in financing



B-7




2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

costs. The fair value of the interest rate swaps is estimated based on the present value of future interestpayments, discounted at the yield on a Government of Canada bond with the nearest maturity date to theunderlying mortgage, plus an estimated credit spread at the reporting date.

3. DESCRIPTION OF TRANSACTIONS

a) True North Apartment Real Estate Investment TrustThe REIT intends to enter into a Plan of Arrangement with TN and certain other vendors (the ‘‘TNArrangement’’), as applicable, whereby the REIT agrees to acquire TN through a unit exchange of alloutstanding TN Trust Units and TN Class B LP units into approximately 7,486,778 Trust Units and5,480,023 Class B LP units, subject to adjustment as contemplated by the TN Arrangement, as applicable.

b) Starlight Investments Ltd. propertiesThe REIT intends to enter into an Agreement of Purchase and Sale with Starlight Investments Ltd. (‘‘SL’’)(the ‘‘SL Agreement’’) whereby the REIT agrees to acquire seven apartment properties held by SL foraggregate consideration of $105,300, subject to adjustment as contemplated by the SL Agreement,as applicable.

c) Starlight Investments Ltd. and Public Sector Pension Investment Board propertiesThe REIT intends to enter into an Agreement of Purchase and Sale with SL and the Public Sector PensionInvestment Board (‘‘PSP’’) (the ‘‘IMH Agreement’’) whereby the REIT agrees to acquire 26 apartmentproperties from a joint venture between SL and PSP for aggregate consideration of $429,810, subject toadjustment as contemplated by the IMH Agreement, as applicable.

The aggregate purchase price of $535,110 for the Portfolio Acquisitions will be satisfied by the assumptionof existing debt, including mortgages, on the properties acquired, the issuance of $117,803 of REIT TrustUnits, the issuance of $52,875 of Class B LP Units, and the balance in cash funded by entering into newbridge loan facilities, as described in note 4(a). Subject to receipt of unit holder and regulatory approval andother customary closing conditions, it is anticipated that the closing of the Transactions will occur in lateOctober 2015.

Each of the above transactions will involve the acquisition of investment properties, including existingproperty leases with tenants, some employees and key strategic processes relevant to the operation of theproperties, as described in note 4(b). As a result, all of these transactions are expected to be accounted foras business combinations.

4. PRO FORMA ADJUSTMENTS

The adjustments to the unaudited pro forma condensed consolidated financial statements have beenprepared to reflect the impact of the Transactions and related transactions as described below.

a) Issuance of REIT Trust Units and Class B LP Units

(i) The TN AcquisitionThe TN Acquisition will be funded through the exchange of all of the issued and outstanding TN TrustUnits and TN Class B LP Units (the ‘‘TN units’’) on the basis of 0.3908 REIT Trust Unit or Class B LP Unit



B-8




4. PRO FORMA ADJUSTMENTS (Continued)

(the ‘‘REIT units’’) per one TN unit. The exchange ratio reflects a value of approximately $9.00 per TN unitand $23.03 per REIT unit. With the acquisition, the REIT will be obtaining all of TN’s assets and assumingall of its liabilities. TN has convertible debentures outstanding as described in note 4(f). The unauditedpro forma condensed consolidated financial statements assume that 0% of the outstanding convertibledebentures will be converted into TN Trust Units prior to the completion of the acquisition.

The details on the REIT units expected to be issued for the TN acquisition are as follows:

June 30, 2015

Number of Units Amount

REIT Trust Units issued for existing TN Trust Units . . . . . . . . . . . . . . . . . 7,486,778 172,420REIT Class B LP Units issued for existing TN Class B LP Units . . . . . . . . 5,480,023 126,205

Total REIT units issued for TN Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . 12,966,801 298,625

(ii) The Portfolio AcquisitionsThe SL Portfolio will be funded through a combination of (i) issuance of $20,245 of REIT Class B LP Unitsat $23.03 per unit, and (ii) new loan facilities as described in note 4(g) to fund the cash consideration of$68,748 to the vendor for repayment of mortgages payable on the related investment properties acquired(see note 4(d)). With the acquisition, the REIT will be assuming the remaining mortgages payableof $16,307.

The IMH Portfolio will be funded through a combination of (i) issuance of $117,803 of REIT Trust Units at$23.03 per unit, (ii) issuance of $32,630 of REIT Class B LP Units at $23.03 per unit, (iii) the new loanfacilities as described in note 4(g) to primarily fund the cash consideration of $187,393 to the vendors forrepayment of mortgages payable on the related investment properties acquired (see note 4(d)), and(iv) additional cash consideration of $59,752 towards the balance of the purchase price. With theacquisition, the REIT will be assuming the remaining mortgages payable of $32,232.

The assets that will be acquired are the lands and buildings, the chattels (appliances, common areafurniture, etc.) used in connection with the buildings, leases of premises in the buildings, and contractsrelating to the properties. In addition, mortgages payable on the related investment properties acquired willbe assumed. Other assets and liabilities will not be acquired.

The details on the REIT units expected to be issued for the Portfolio Acquisitions is as follows:

June 30, 2015


REIT Trust Units issued for IMH Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 5,115,196 117,803REIT Class B LP Units issued for IMH Portfolio . . . . . . . . . . . . . . . . . . . 1,416,871 32,630REIT Class B LP Units issued for SL Portfolio . . . . . . . . . . . . . . . . . . . . . 879,054 20,245

Total REIT units issued for Portfolio Acquisitions . . . . . . . . . . . . . . . . . . . . . 7,411,121 170,678



B-9





b) Purchase price allocationThe fair values outlined below are derived from the unaudited interim financial statements of TN and thecarve-out financial statements of the Portfolios. The actual calculation of the purchase price for theTransactions will be based on the fair value of the assets purchased and liabilities assumed at the effectivedate of the acquisition and other information available at that date. Accordingly, the actual amounts foreach of these assets and liabilities may vary from the pro forma amounts and the changes could be material.The fair value accounting policies of the intended acquisition targets are consistent with those establishedby the REIT, and for items where the REIT does not have an established accounting policy, the policy ofthe intended acquisition targets are adopted for the purpose of the unaudited pro forma financialstatements as described in note 2(a) to (c). Items carried at amortized cost are all of a short-term natureand are assumed to approximate fair value.

(i) The TN AcquisitionThe net purchase price for 100% of TN’s units has been allocated to the estimated fair values of TN’sidentifiable assets and liabilities to be acquired as at June 30, 2015, in accordance with the acquisitionmethod, as follows:

June 30, 2015 Pro forma adjustments June 30, 2015

Assets acquired:Investment properties . . . . . . . . . . . . . . . . . . . . . . . 839,690 — 839,690Other long term assets . . . . . . . . . . . . . . . . . . . . . . . 928 — 928Instalment notes receivable . . . . . . . . . . . . . . . . . . . 2,018 123 2,141Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,403 — 1,403Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,213 — 3,213Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . 2,617 — 2,617Prepaid expenses and other assets . . . . . . . . . . . . . . 2,846 — 2,846

Fair value of assets obtained . . . . . . . . . . . . . . . . . . . . 852,715 123 852,838

Liabilities assumed:Mortgages and loans payable . . . . . . . . . . . . . . . . . . 478,160 21,669 499,829Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . 2,888 — 2,888Convertible debentures . . . . . . . . . . . . . . . . . . . . . . 23,403 — 23,403Credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 — 30,000Trade and other payables . . . . . . . . . . . . . . . . . . . . . 18,379 — 18,379Distribution payable . . . . . . . . . . . . . . . . . . . . . . . . 1,116 — 1,116

Fair value of liabilities assumed . . . . . . . . . . . . . . . . . 553,946 21,669 575,615

Fair value of net assets . . . . . . . . . . . . . . . . . . . . . . . . 277,223Purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,625

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,402



B-10





The $123 adjustment to instalment notes receivable and $21,669 adjustment to mortgages payablerepresents a fair value measurement adjustment.

(ii) The SL PortfolioThe net purchase price for the SL Portfolio has been allocated to the estimated fair values of theidentifiable assets and liabilities to be acquired as at June 30, 2015, in accordance with the acquisitionmethod, as follows:


Assets acquired:Investment properties . . . . . . . . . . . . . . . . . . . . . . . 105,300 — 105,300Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 (91) —Tenant and other receivable . . . . . . . . . . . . . . . . . . . 72 (72) —Prepaid expenses and other assets . . . . . . . . . . . . . . 110 (110) —Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 (29) —Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . 782 (782) —

Fair value of assets obtained . . . . . . . . . . . . . . . . . . . . 106,384 (1,084) 105,300

Liabilities assumed:Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . 83,276 (66,258) 17,018Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . 782 (782) —Accounts payable and accrued liabilities . . . . . . . . . . 2,701 (2,701) —

Fair value of liabilities assumed . . . . . . . . . . . . . . . . . 86,759 (69,741) 17,018


Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711

The $66,258 adjustment to mortgages payable consists of repayment of $66,969 of mortgages uponacquisition, of which $68,748 will be funded by the REIT as described in note 4(d) and the remainder willbe collected by the vendor. The repayment is offset by fair value adjustment premiums on mortgagespayable of $711, which are proportionately adjusted values to reflect the repayment of mortgages payableestimated based on the percentage reduction in mortgages payable. The remaining adjustments are toreflect assets and liabilities not being acquired.



B-11





(iii) The IMH PortfolioThe net purchase price for the IMH Portfolio has been allocated to the estimated fair values of theidentifiable assets and liabilities to be acquired as at June 30, 2015, in accordance with the acquisitionmethod, as follows:


Assets acquired:Investment properties . . . . . . . . . . . . . . . . . . . . . . . 429,810 — 429,810Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490 (490) —Tenant and other receivable . . . . . . . . . . . . . . . . . . . 576 (576) —Prepaid expenses and other assets . . . . . . . . . . . . . . 1,420 (1,420) —Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,172 (1,172) —Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . 2,929 (2,929) —

Fair value of assets obtained . . . . . . . . . . . . . . . . . . . . 436,397 (6,587) 429,810

Liabilities assumed:Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . 219,625 (186,986) 32,639Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . 3,078 (3,078) —Accounts payable and accrued liabilities . . . . . . . . . . 4,863 (4,863) —

Fair value of liabilities assumed . . . . . . . . . . . . . . . . . 227,566 (194,927) 32,639


Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 407

The $186,986 adjustment to mortgages payable consists of repayment of $187,393 of mortgages funded bythe REIT upon acquisition, as described in note 4(d). The repayment is offset by fair value adjustmentpremiums on mortgages payable of $407, which are proportionately adjusted values to reflect the repaymentof mortgages payable estimated based on the percentage reduction in mortgages payable. The remainingadjustments are to reflect assets and liabilities not being acquired.

c) Distributions to unit holdersDistributions declared to Class B Unit holders are classified as interest expense for reporting purposesbecause the units are treated as financial liabilities.

The unaudited pro forma condensed consolidated statements of net and comprehensive income give effectto the estimated distributions to unit holders for the newly issued REIT Class B LP Units for the six monthsended June 30, 2015, and for the year ended December 31, 2014. The distribution expenses for TN Class BLP Units previously recorded were eliminated for the same periods.



B-12





The details on the distribution expense recorded and eliminated are as follows:

Six months ended June 30, 2015 Year ended December 31, 2014

TN SL IMH Total TN SL IMH Total

Distribution recorded . . . . . . . . . . . . . 4,465 716 1,155 6,336 8,706 1,396 2,251 12,353Distribution eliminated . . . . . . . . . . . . (4,767) — — (4,767) (6,890) — — (6,890)

d) Mortgages payable

(i) Reduction of SL and IMH mortgages payableAs a part of the Portfolio Acquisition, the REIT has agreed to provide SL and PSP cash consideration of$68,748 and $187,393, respectively, as described in note 4(g), of which $254,362 is for the purpose ofrepayment of outstanding mortgages payable for certain of the investment properties acquired. Theunaudited pro forma condensed consolidated statements of net and comprehensive income for the sixmonths ended June 30, 2015, and for the year ended December 31, 2014, include the reduction of mortgageinterest expenses previously recorded to reflect the decrease in mortgages payable, estimated based on thepercentage reduction in mortgages payable for each portfolio.

The decrease in financing costs for each period is as follows:

Six months ended Year endedJune 30, 2015 December 31, 2014

SL IMH Total SL IMH Total

Reduction of mortgage interest expense . . . . . . . . . . . . . 1,765 2,419 4,184 2,067 6,157 8,224

(ii) Amortization of fair value adjustmentIncluded in the net assets acquired are fair value adjustment premiums on mortgages payable of $21,669,$711 and $407 for the TN, SL and IMH Portfolios, respectively. The unaudited pro forma condensedconsolidated statements of net and comprehensive income for the six months ended June 30, 2015, and forthe year ended December 31, 2014, include the amortization of these fair value adjustments using theeffective interest method. The interest rate used was 2.76%, which is the current borrowing rate forresidential properties insured for 10 years. The fair value adjustment amortization amounts for SL and IMHwere reduced proportionally under the assumption that the related mortgages payable will be paid downupon acquisition as described in note 4(d)(i), at the same proportion as the reduction in total repayment ofmortgages payable.

The decrease in financing costs for each period is as follows:



Amortization of fair value adjustment . . . . . . . 2,686 139 78 2,903 5,371 279 155 5,805



B-13





e) Deferred financing costs and fair value adjustment premiums on mortgages payableThe unaudited pro forma condensed consolidated statements of net and comprehensive income for the sixmonths ended June 30, 2015, and for the year ended December 31, 2014, include the elimination of theamortization of those previously recorded deferred financing charges and fair value adjustment premiumson mortgages payable as described in note 4(b), as follows:



Deferred cost amortization eliminated . . . . . . . . 674 321 96 1,091 821 258 362 1,441Mortgage premium amortization eliminated . . . . (71) — 691 620 (206) 116 1,360 1,270

603 321 787 1,711 615 374 1,722 2,711

f) Convertible debenturesFor the purpose of the unaudited pro forma condensed consolidated financial statements, managementassumed that 0% of the $23,403 outstanding TN convertible debentures will be converted to TN Trust Unitsprior to completion of the Arrangement. Subsequently, TN convertible debentures will be exchangeable toREIT Trust Units on the basis of 0.3908 REIT Trust Unit per one TN unit. There was no additional fairvalue adjustment to convertible debentures.

g) Bridge facility

(i) Allocation of fundsThe REIT is anticipated to enter into two bridge facilities for a total of $350 million to fund theTransactions. The first bridge facility is a two-year senior secured non-revolving term loan facility bearinginterest at prime plus 0.7% or Bankers’ Acceptance plus 1.95% for the amount of $325 million. The secondbridge facility is a six month, with a six month extension subject to lender approval, senior securednon-revolving equity bridge facility bearing interest at prime plus 1.25% or Bankers’ Acceptance plus 2.5%for the amount of $25 million. The allocation of funds is as follows:

June 30, 2015

Total facility available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,000Repayment of SL/PSP mortgages payable (note 4(d)) . . . . . . . . . . . . . . . . . . . . . . . . . . (256,141)Cash consideration paid for IMH Portfolio (note 4(a)(ii)) . . . . . . . . . . . . . . . . . . . . . . . (59,752)Payment of transaction costs attributable to TN Acquisition (note 4(k)) . . . . . . . . . . . . . (26,698)Payment of transaction costs attributable to Portfolio Acquisitions (note 4(k)) . . . . . . . . (6,709)Debt transaction costs (note 4(g)(iii)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (700)

Facility remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

An additional draw down of $1,593 on the REIT’s existing credit facilities will be used to fund theremaining transaction costs related to the Portfolio Acquisitions as described in note 4(k).



B-14





(ii) Interest expenseInterest expense on the new $325 million bridge facility, new $25 million bridge facility, and the additionaldrawn down on the existing REIT facility are estimated at rates of prime plus 0.7%, prime plus 1.25%, andprime plus 0.75%, respectively, and recorded in the unaudited pro forma condensed consolidatedstatements of net and comprehensive income for the six months ended June 30, 2015, and for the yearended December 31, 2014, as follows:


TN SL/IMH Total TN SL/IMH Total

Interest expense on credit facility . . . . . . . . . . . . . . . . . 475 5,835 6,310 990 12,120 13,110

(iii) Debt transaction costsThe REIT is expecting $25 of agency fees and $675 of upfront fees to be incurred for the new creditfacilities. The fees are immediately due and amortized over the two-year term of the facilities. Theunaudited pro forma condensed consolidated statement of financial position as at June 30, 2015, includes a$700 decrease to credit facilities to reflect these deferred transaction costs. Financing costs have beenincreased in the unaudited pro forma condensed consolidated statements of net and comprehensive incomefor the six months ended June 30, 2015, and for the year ended December 31, 2014, to reflect theamortization of these costs, as follows:


TN SL/IMH Total TN SL/IMH Total

Amortization of debt transaction costs . . . . . . . . . . . . . . . . . . 13 162 175 26 324 350

h) Unit-based compensationThe 600,000 units of outstanding TN Unit options and 78,149 units of outstanding TN restricted unit rights(‘‘RUR’’) as at June 30, 2015, will be settled by TN prior to the completion of the TN Acquisition. Inanticipation, administrative expenses have been decreased by $240 and $291 in the unaudited pro formacondensed consolidated statements of net and comprehensive income for the six months ended June 30,2015, and for the year ended December 31, 2014, respectively, to eliminate the compensation expenseincurred on outstanding unit options. For the purpose of the unaudited pro forma financial statements, theaccrued liabilities related to the aforementioned unit-based compensation have not been adjustment andare included as assumed liabilities.

i) Fair value adjustments on investment properties and financial instrumentsAdjustments have been made to reverse the fair value adjustments on investment properties, Class BLP Units, convertible debentures, and interest rate swaps recorded by TN and on investment properties forthe SL and IMH Portfolio. As all of these items will be accounted for using the fair value model, they will beadjusted to fair value on an ongoing basis, with any fair value adjustment being included in net andcomprehensive income. These unaudited pro forma condensed consolidated statements of net andcomprehensive income assume no changes in fair values of investment properties, Class B LP Units,



B-15





convertible debentures, and interest rate swaps for the six months ended June 30, 2015, and for the yearended December 31, 2014.

A summary of the fair value adjustments eliminated for the six months ended June 30, 2015, and year endedDecember 31, 2014, are as follows:

Six months ended June 30, 2015 Year ended December 31, 2014


Investment property . . . . . . . . . . . . 4,424 (3,290) (4,639) (3,505) 4,871 8,522 7,279 20,672Class B LP Units . . . . . . . . . . . . . . (3,326) — — (3,326) 5,604 — — 5,604Convertible debentures . . . . . . . . . . 172 — — 172 (575) — — (575)Interest rate swaps . . . . . . . . . . . . . (2,152) — — (2,152) (736) — — (736)

j) Transitional service agreement feeUpon closing of the Transactions, under the supervision of the REIT, SL is expected to provide assetmanagement services through a transitional service agreement for certain properties acquired for a threeyear period commencing upon acquisition, with two one-year extension options in favour of the REIT.Under the terms of this agreement, the REIT will pay an annual service fee of 0.125% of the value of theproperties acquired in those provinces. For the purpose of the unaudited pro forma financial statements,transitional service agreement fees incurred by the acquired properties have not been adjusted under theassumption that they would not be materially different from the pre-acquisition amounts.

k) Acquisition-related transaction costsAnticipated acquisition-related transaction costs consist of legal fees, financing and accounting fees,incentive fees, land transfer tax, and other costs for an aggregate amount of $35,000 of which $26,698,$1,634, and $6,668 is attributable to the TN, SL, and IMH Portfolios, respectively. Joint costs incurred forthe Transactions are allocated on the basis of the fair values of the investment properties of eachAcquisition. $33,407 of the transaction costs will be funded by the new bridge facilities described innote 4(g), with the remaining $1,593 funded by drawing on the REIT’s existing credit facilities. For thepurpose of the unaudited pro forma financial statements, all transaction costs are expensed in theunaudited pro forma condensed consolidated statements of net and comprehensive income for the yearended December 31, 2014, other than those directly attributable to the new bridge facilities, which will berecorded as a reduction of the liability and amortized over the two-year facility term.

l) Historical unit holders’ equityThe historical unit holders’ equity of TN, SL and IMH, which include retained earnings, has beeneliminated.



B-16




5. TRUST UNIT HOLDERS’ EQUITY

a) REIT Trust UnitsSubsequent to the completion of the Transactions as if they had occurred on June 30, 2015, the anticipatednumber of REIT Trust Units issued and outstanding at June 30, 2015, is as follows:

June 30, 2015


Balance, June 30, 2015, as originally presented . . . . . . . . . . . . . . . . . . . . . . 31,694,190 818,511Units issued for TN Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,486,778 172,420Units issued for IMH Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,115,196 117,803

Pro forma balance, June 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,296,164 1,108,734

b) Class B LP UnitsSubsequent to the completion of the Transactions as if they had occurred on June 30, 2015, the anticipatednumber of REIT Class B LP Units issued and outstanding at June 30, 2015, is as follows:

June 30, 2015


Balance, June 30, 2015, as originally presented . . . . . . . . . . . . . . . . . . . . . . . 67,796 1,517Units issued for TN Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,480,023 126,205Units issued for IMH Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,416,871 32,630Units issued for SL Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 879,054 20,245

Pro forma balance, June 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,843,744 180,597

Class B LP Units are classified as financial liabilities.



B-17

Carve-out financial statements of

Starlight Related Portfolio

As at and for the years ended December 31, 2014 and 2013 and as atand for the three-month and six-month periods ended June 30, 2015and 2014



B-18

Starlight Related PortfolioAs at and for the years ended December 31, 2014 and 2013and as at and for the three-month andsix-month periods ended June 30, 2015 and 2014

TABLE OF CONTENTS

Independent Auditor‘s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-20 – B-21

Carve-out statements of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-19

Carve-out statements of income and comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . B-23

Carve-out statements of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24

Carve-out statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-25

Notes to the carve-out financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-26 – B-37



B-19

Deloitte LLPBrookfield Place181 Bay StreetSuite 1400Toronto ON M5J 2V1Canada

Tel: 416-601-6150Fax: 416-601-6151www.deloitte.ca

Independent Auditor’s Report

To the Owners ofStarlight Related Portfolio

We have audited the accompanying carve-out financial statements of Starlight Related Portfolio, whichcomprise the carve-out statements of financial position as at December 31, 2014 and December 31, 2013, andthe carve-out statements of income and comprehensive income, carve-out statements of changes in equity andcarve-out statements of cash flows for the years ended December 31, 2014 and 2013, and a summary ofsignificant accounting policies and other explanatory information.

Management’s Responsibility for the Carve-out Financial Statements

Management is responsible for the preparation and fair presentation of these carve-out financial statementsin accordance with International Financial Reporting Standards, and for such internal control as managementdetermines is necessary to enable the preparation of carve-out financial statements that are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these carve-out financial statements based on our audits. Weconducted our audits in accordance with Canadian generally accepted auditing standards. Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the carve-out financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thecarve-out financial statements. The procedures selected depend on our judgment, including the assessment ofthe risks of material misstatement of the carve-out financial statements, whether due to fraud or error. Inmaking those risk assessments, we consider internal control relevant to the entity’s preparation and fairpresentation of the carve-out financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentation ofthe carve-out financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide abasis for our audit opinion.

Opinion

In our opinion, the carve-out financial statements present fairly, in all material respects, the financialposition of Starlight Related Portfolio as at December 31, 2014 and December 31, 2013 and its financialperformance and its cash flows for the years ended December 31, 2014 and 2013 in accordance withInternational Financial Reporting Standards.



B-20

Comparative Information

The carve-out statement of financial position of Starlight Related Portfolio as at June 30, 2015 and thecarve-out statements of income and comprehensive income, carve-out statements of changes in equity andcarve-out statements of cash flows for the three-month and six-month periods ended June 30, 2015 and 2014are unaudited.

(signed) Deloitte LLP

Chartered Professional AccountantsLicensed Public AccountantsSeptember 4, 2015



B-21

STARLIGHT RELATED PORTFOLIOCARVE-OUT STATEMENTS OF FINANCIAL POSITION

as at June 30, 2015, December 31, 2014 and December 31, 2013(In thousands of Canadian dollars)

June 30,2015 December 31, December 31,

(Unaudited) 2014 2013

$ $ $


Investment properties (Note 4) . . . . . . . . . . . . . . . . . . . . . . 105,300 105,300 14,000Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 91 5

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,391 105,391 14,005Current assets

Tenant and other receivables (Note 5) . . . . . . . . . . . . . . . . . 72 79 14Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . 110 5 —Restricted cash (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . 29 191 —Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782 757 113

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993 1,032 127

106,384 106,423 14,132

LiabilitiesNon-current liabilities

Mortgages payable (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . 79,516 63,904 —Current liabilities

Mortgages payable (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . 3,408 16,222 11,441Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 782 757 113Accounts payable and accrued liabilities . . . . . . . . . . . . . . . 2,701 1,257 193Mortgage interest payable . . . . . . . . . . . . . . . . . . . . . . . . . 352 349 44

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,243 18,585 11,791

86,759 82,489 11,791

Equity in net assets attributable to owners . . . . . . . . . . . . . . . . 19,625 23,934 2,341

106,384 106,423 14,132

The accompanying notes to the carve-out financial statements arean integral part of these carve-out financial statements.



B-22

STARLIGHT RELATED PORTFOLIO

CARVE-OUT STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

for the years ended December 31, 2014 and 2013 and for the three-month andsix-month periods ended June 30, 2015 and 2014

(In thousands of Canadian dollars)

Three months Three months Six months Six monthsended ended ended ended

June 30, June 30, June 30, June 30, Year ended Year ended2015 2014 2015 2014 December 31, December 31,

(Unaudited) (Unaudited) (Unaudited) (Unaudited) 2014 2013

$ $ $ $ $ $

RevenueRevenue from

property operations . 2,392 850 4,750 1,189 6,452 1,407

ExpensesProperty operating

costs . . . . . . . . . . . 808 335 1,705 495 2,119 667Realty taxes . . . . . . . . 437 139 848 216 1,050 259Fair value adjustment

of investmentproperties (Note 4) . 2,060 1,686 3,290 1,823 (8,522) 447

Mortgage interest(Note 9) . . . . . . . . . . 1,126 369 2,195 502 2,686 594

Finance costs (Note 9) . . 133 61 321 80 258 144Extinguishment of

mortgages payable(Note 9) . . . . . . . . . . — — — — — 226

4,564 2,590 8,359 3,116 (2,409) 2,337

Net (loss) income andcomprehensive (loss)income . . . . . . . . . . . (2,172) (1,740) (3,609) (1,927) 8,861 (930)




B-23


CARVE-OUT STATEMENTS OF CHANGES IN EQUITY

for the years ended December 31, 2014 and 2013 andfor the six-month periods ended June 30, 2015 and 2014


Year ended Year endedDecember 31, December 31,

2014 2013

$ $

Equity in net assets attributable to owners, beginning of year . . . . . . . . . . . . 2,341 1,546Net income (loss) and comprehensive income (loss) . . . . . . . . . . . . . . . . . . . 8,861 (930)Net contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,732 1,725

Equity in net assets attributable to owners, end of year . . . . . . . . . . . . . . . . 23,934 2,341

Six months Six monthsended ended

June 30, June 30,2015 2014

(Unaudited) (Unaudited)

$ $

Equity in net assets attributable to owners, beginning of period . . . . . . . . . . . . 23,934 2,341Net loss and comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,609) (1,927)Net (distributions) contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (700) 12,883

Equity in net assets attributable to owners, end of period . . . . . . . . . . . . . . . . 19,625 13,297




B-24


CARVE-OUT STATEMENTS OF CASH FLOWS




June 30, June 30, Year ended Year ended2015 2014 December 31, December 31,

(Unaudited) (Unaudited) 2014 2013

$ $ $ $

Operating activitiesNet (loss) income and comprehensive (loss)

income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,609) (1,927) 8,861 (930)Adjustment for item not Involving cash

Fair value adjustment of investment properties . 3,290 1,823 (8,522) 447Adjustment for financing activities included in net

incomeFinance costs . . . . . . . . . . . . . . . . . . . . . . . . . 321 80 258 144Non cash interest . . . . . . . . . . . . . . . . . . . . . . 97 — 116 —

99 (24) 713 (339)Change in non-cash operating working capital

(Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,374 (288) 1,116 (342)

1,473 (312) 1,829 (681)

Investing activitiesImprovement to investment properties (Note 4) . . (3,290) (247) (1,245) (697)Acquisition of investment properties (Note 3) . . . . — (80,793) (80,793) —Change in restricted cash . . . . . . . . . . . . . . . . . . 162 (73) (191) —

(3,128) (81,113) (82,229) (697)

Financing activitiesMortgages payable

Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,274 80,957 80,959 11,501Principal payments . . . . . . . . . . . . . . . . . . . . . (273) (18) (369) (51)Discharge of mortgages . . . . . . . . . . . . . . . . . . (23,182) (11,500) (11,500) (11,654)Finance costs paid . . . . . . . . . . . . . . . . . . . . . . (439) (736) (778) (122)

Net (distributions of) contributions to equity . . . . (700) 12,883 12,732 1,725

1,680 81,587 81,044 1,399

Increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 162 644 21Cash, beginning of period . . . . . . . . . . . . . . . . . . . . 757 113 113 92

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . 782 275 757 113




B-25


NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013 andfor the three-month and six-month periods ended June 30, 2015 and 2014


Starlight Related Portfolio, as presented in these carve-out financial statements, is not a legal entity. Thesecarve-out financial statements represent the combination of certain multi-residential revenue-producingproperties (the ‘‘Portfolio’’) located in Canada. This Portfolio and its related assets and liabilities are owned orco-owned and managed by Starlight Investment Limited and certain of its affiliates (individually and collectively‘‘Starlight’’).

The registered office of Starlight is 3300 Bloor Street West, Suite 1801, West Tower, Toronto, ON M8X 2X2.

These carve-out financial statements have been prepared based on financial statements of the entities whichcollectively own the Portfolio, and are presented as if the Portfolio has been accounted for on a stand-alonebasis.

Because these properties are part of a corporate group, these carve-out financial statements depict the equity innet assets, representing the amount associated with these properties. Management’s estimates, when necessary,have been used to prepare such allocations.

These carve-out financial statements are not necessarily indicative of the results that would have been attained ifthe Portfolio had been operated as a separate legal entity during the periods presented and, therefore, are notnecessarily indicative of future operating results.


(a) Basis of presentation and statement of compliance

The carve-out financial statements are prepared in accordance with International Financial ReportingStandards (‘‘IFRS’’).

The carve-out financial statements have been prepared on a historical cost basis, except for investmentproperties which are measured at fair value.

The carve-out financial statements are presented in Canadian dollars, which is the functional currencyof the Portfolio, and rounded to the nearest thousand except as otherwise stated.

(b) Basis of presentation

The Portfolio holds its interest in investment properties and other assets and liabilities related to theseproperties in different entities which are owned or co-owned and managed by Starlight. Allintercompany transactions and balances between properties within the Portfolio have been eliminatedupon combination.

(c) Critical judgments and estimates

The preparation of carve-out financial statements requires management to make estimates andassumptions that affect the application of accounting policies and the reported amounts of assets,liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which the estimates are revised and in any future periodsaffected.



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NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS (Continued)




(i) Critical judgments in applying accounting policies

The following is the critical judgement that management has made in the process of applyingaccounting policies that has the most significant effect on the amounts recognized in the carve-outfinancial statements:

Accounting for acquisitions

The Portfolio assesses whether an acquisition transaction should be accounted for as an assetacquisition or a business combination under IFRS 3, Business Combinations (‘‘IFRS 3’’). Thisassessment requires management to make judgements on whether the assets acquired andliabilities assumed constitute a business as defined in IFRS 3 and if the integrated set of activities,including inputs and processes acquired, is capable of being conducted and managed as a business,and the Portfolio obtains control of the business. All of the Portfolio’s acquisitions have beenaccounted for as an asset acquisition as no core processes were acquired by the Portfolio.

(ii) Significant estimates

The following is the significant estimate applied in the preparation of the financial statements:

Investment properties

The critical assumptions and estimates used when determining the fair value of investmentproperties are: capitalization rates and stabilized future cash flows. The capitalization rate appliedis reflective of the characteristics, location and market of each investment property. The stabilizedfuture cash flows of each investment property are based upon rental income from current leasesand assumptions about occupancy rates and market rent from future leases reflecting currentconditions, less future cash outflows relating to such current and future leases. The Portfoliodetermines fair value internally using internal financial information, external market data andcapitalization rates provided by independent industry experts and third-party appraisals. Furtherinformation on investment properties estimates and assumptions is disclosed in Note 4.


(a) Investment properties

The Portfolio selected the fair value method to account for real estate classified as investmentproperty. A property is determined to be an investment property when it is principally held to earnrental income or for capital appreciation, or both. Investment property is initially measured at thepurchase price, including directly attributable costs. Subsequent to initial recognition, investmentproperties are measured at fair value. Gains or losses arising from changes in fair value are recognizedin the carve-out statement of income and comprehensive income during the period in which they arise.Fair values are primarily determined by using the capitalized net operating income method whichapplies a capitalization rate to the future stabilized cash flows of the investment properties.



B-27






(b) Revenue recognition

The Portfolio has retained substantially all of the risks and benefits of ownership of its investmentproperties and, therefore, accounts for its leases with tenants as operating leases.

Revenue from investment properties includes all rental income earned from the properties, includingresidential and commercial tenant rental income, parking income, laundry income, cable and antennaincome and all other miscellaneous income paid by the tenants under the terms of their existing leases.Revenue recognition under a lease commences when a tenant has a right to use the leased asset, andrevenue is recognized pursuant to the terms of the lease agreement.

(c) Financial instruments

Financial instruments are classified as one of the following: (i) fair value through profit or loss(‘‘FVTPL’’); (ii) loans and receivables; (iii) held-to-maturity; (iv) available-for-sale; or (v) otherliabilities. Financial instruments are recognized initially at fair value. Financial assets and liabilitiesclassified at FVTPL are subsequently measured at fair value with gains and losses recognized in thecarve-out statement of income and comprehensive income. Financial instruments classified asheld-to-maturity, loans and receivables or other liabilities are subsequently measured at amortizedcost. Available-for-sale financial instruments are subsequently measured at fair value and anyunrealized gains and losses are recognized in the other comprehensive income.

Financial liabilities are classified as FVTPL when the financial liability is either classified asheld-for-trading or is designated as FVTPL. A financial liability may be designated as FVTPL uponinitial recognition if it forms part of a contract containing one or more embedded derivatives, andIAS 39, Financial Instruments — Recognition and Measurement, permits the entire combined contract(asset or liability) to be designated as FVTPL.

The following summarizes the Portfolio’s classification and measurement of financial assets andliabilities:

Classification Measurement

Financial assetsTenant receivables, net . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costOther receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costDeposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costRestricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized cost

Financial liabilitiesMortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized costMortgages interest payable . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized costTenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized costAccounts payable and accrued liabilities . . . . . . . . . . . Other liabilities Amortized costFinance costs payable . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized cost



B-28






Transaction costs that are directly attributable to the acquisition or issuance of financial assets orfinancial liabilities, other than financial assets and financial liabilities measured at FVTPL, areaccounted for as part of the carrying amount of the respective asset or liability at inception.

Transaction costs on financial assets and financial liabilities measured at FVTPL are expensed in theperiod incurred.

Transaction costs related to financial instruments measured at amortized cost are amortized using theeffective interest rate over the anticipated life of the related instrument.

Financial assets are derecognized when the contractual rights to the cash flows from financial assetsexpire or have been transferred.

All derivative instruments, including embedded derivatives, are recorded in the carve-out financialstatements at fair value, except for embedded derivatives exempted from derivative accountingtreatment.

(d) New standards and interpretations adopted

IFRIC 21, Levies (‘‘IFRIC 21’’)

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers paymentoccurs, as identified by the relevant legislation. In the event that activity happens over a period of time,the liability to pay the levy is recognised progressively, over that period of time. Additionally, an entitydoes not have a constructive obligation to pay a levy that will be triggered by operating in afuture period.

The Portfolio assessed the implications of IFRIC 21 upon its adoption on January 1, 2014, anddetermined that the adoption of IFRIC 21 did not result in any material changes to the Portfolio’sfinancial statements or disclosures.

(e) Future accounting changes

The following new standard and amendment to existing standards issued by the InternationalAccounting Standards Board may be relevant to the Portfolio in preparing its carve-out financialstatements in future periods:

Standard Effective date

Annual period beginning on or after:IFRS 9, Financial Statements (2010) . . . . . . . . . . . . . . . . . January 1, 2018IFRS 15, Revenue from contracts with customers . . . . . . . . January 1, 2018

The Portfolio intends to adopt this standard on its respective effective date. The extent of the impact ofadoption of this standard on the Portfolio has not yet been determined.



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(f) Approval of carve-out financial statements

The carve-out financial statements were approved by the Owners of Starlight Related Portfolio andauthorized for issue on September 4, 2015

3. ACQUISITIONS

The following acquisitions were completed during the year ended December 31, 2014. These acquisitionshave all been accounted for as asset acquisitions. The fair value of consideration has been allocated to theidentifiable assets acquired and liabilities assumed based on their fair values at the date of acquisition,as follows:

53 Adelaide StNorth, Lindsay,

Ontario & 1-4 Balmoral 700 Parkhill1001-1200 Place, Place,

Talwood Drive, Brockville, Peterborough,Peterborough, Ontario Ontario Total

$ $ $ $

Net assets acquired:Investment properties . . . . . . . . . . . . . . . . . . . . . 55,412 12,639 13,482 81,533Cash (received) paid for workingPrepaid expenses and other assets . . . . . . . . . . . . 72 21 71 164Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . (598) (124) (121) (843)Accounts payable an accrued liabilties . . . . . . . . . (45) (12) (4) (61)

54,841 12,524 13,428 80,793

Consideration paid, funded by:Financing obtained . . . . . . . . . . . . . . . . . . . . . . . 45,097 10,600 12,510 68,207Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,744 1,924 918 12,586

54,841 12,524 13,428 80,793

Acquisition date . . . . . . . . . . . . . . . . . . . . . . . . . . . 16-Jun-14 30-May-14 29-May-14



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4. INVESTMENT PROPERTIES

The following table summarizes the changes in the investment properties for the six months ended June 30,2015 and years ended December 31, 2014 and December 31, 2013:

Six months ended Year ended Year endedJune 30, 2015 December 31, December 31,(unaudited) 2014 2013

$ $ $

Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . 105,300 14,000 13,750Acquisition of investment properties . . . . . . . . . . . . . . . . . . — 81,533 —Additions — capital expenditures . . . . . . . . . . . . . . . . . . . . 3,290 1,245 697Fair value adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,290) 8,522 (447)

Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,300 105,300 14,000

The following table reconciles the cost base of investment properties to their fair value:


$ $ $

Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,672 98,382 13,750Cumulative fair value adjustments . . . . . . . . . . . . . . . . . . . 3,628 6,918 228

Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,300 105,300 14,000

The key valuation assumptions for the Portfolio are set out in the following table:


% % %

Capitalization rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.00-5.75 5.00-5.75 5.50

The capitalized earnings reflect rental income from current leases and assumptions about rental incomefrom future leases and occupancy reflecting market conditions at the reporting date, less future cashoutflows in respect of such leases.



B-31





4. INVESTMENT PROPERTIES (Continued)

The fair values of the Portfolio’s investment properties are sensitive to changes in the key valuationassumptions. A 10-basis-points increase (decrease) in the weighted average capitalization rates would resultin the following changes in the fair value of the portfolio’s investment properties.

Six monthsended Year Year

June 30, ended ended2015 December 31, December 31,

Key assumptions Change (unaudited) 2014 2013

$ $ $

Weighted average capitalization rate . . . . . . . 10-basis-pointsincrease (2,031) (2,031) (281)

Weighted average capitalization rate . . . . . . . 10-basis-pointsdecrease 2,048 2,048 227

Stabilized future cash flows . . . . . . . . . . . . . Increase of $100 1,937 1,937 1,822Stabilized future cash flows . . . . . . . . . . . . . Decrease of $100 (1,937) (1,937) (1,822)

5. TENANT AND OTHER RECEIVABLES

June 30, 2015 December 31, December 31,(unaudited) 2014 2013

$ $ $

Tenant receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 29 10Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 50 4

72 79 14

As at the dates specified, all tenant receivables that were past due but not impaired were outstanding for90 days or less. All other tenant receivables have been provided for.

The Portfolio holds no collateral in respect of tenant and other receivables.

6. RESTRICTED CASH

June 30, 2015 December 31, December 31,(unaudited) 2014 2013

$ $ $

Mortgage interest reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 191 —



B-32





7. MORTGAGES PAYABLE


(unaudited) 2014 2013

$ $ $

Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,239 82,421 11,500Unamortized financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . (696) (579) (59)Unamortized mortgage discount . . . . . . . . . . . . . . . . . . . . . . . . (1,619) (1,716) —

82,924 80,126 11,441Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,407 16,222 11,441

79,517 63,904 —

There are first and second charges on investment properties as security for the Portfolio’s mortgagespayable.

As at June 30, 2015, the mortgages carry a weighted average coupon interest rate of 5% (December 31,2014 — 5.06%, December 31, 2013 — 4.66%). The mortgages as at June 30, 2015 carry a weighted averageterm to maturity of 2.39 years (December 31, 2014 — 2.64 years, December 31, 2013 — 0.18 years).

Future principal repayments as at June 30, 2015 and December 31, 2014 are as follows:

June 30,2015 December 31,

(unaudited) 2014

$ $

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,734 16,9672016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,899 44,7482017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,403 5,5032018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523 5232019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543 543Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,137 14,137

Face value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,239 82,421Unamortized financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (696) (579)Unamortized mortgage discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,619) (1,716)

Carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,924 80,126

8. SEGMENTED DISCLOSURE

All of the Portfolio’s assets and liabilities are in, and its revenue derived from, multi-suite residentialCanadian real estate. The Portfolio’s investment properties are, therefore, considered by management tohave similar economic characteristics. No single tenant accounts for 10% or more of the Portfolio’srental revenue.



B-33





9. MORTGAGE INTEREST AND FINANCE COSTS



(unaudited) (unaudited) (unaudited) (unaudited) 2014 2013

$ $ $ $ $ $

Mortgages interest . . . . . 1,126 319 2,195 405 2,570 594Amortization of mortgage

premium . . . . . . . . . . . — 50 — 97 116 —Amortization of mortgage

financing fees . . . . . . . 133 61 321 80 258 144

Financing costs . . . . . . . . 1,259 430 2,516 582 2,944 738Extinguishment of

mortgages payable . . . . — — — — — 226

1,259 430 2,516 582 2,944 964

10. CHANGE IN NON-CASH OPERATING WORKING CAPITAL



(unaudited) (unaudited) 2014 2013

$ $ $ $

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3) (86) —Tenant and other receivables . . . . . . . . . . . . . . . . . . 7 (57) (65) (2)Prepaid expenses and other assets . . . . . . . . . . . . . . (105) 154 159 —Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . 25 (592) (200) 21Accounts payable and accrued liabilities . . . . . . . . . . 1,444 79 1,003 (326)Mortgage interest payable . . . . . . . . . . . . . . . . . . . . 3 131 305 (35)

1,374 (288) 1,116 (342)

11. COMMITMENTS AND CONTINGENCIES

At the carve-out statement of financial position dates, the Portfolio had no commitments for futureminimum lease payments under non-cancellable operating leases.

12. CAPITAL MANAGEMENT

The Portfolio is free to determine the appropriate level of capital in context with its cash flow requirements,overall business risks and potential business opportunities. As a result of this, the Portfolio will makeadjustments to its capital based on its investment strategies and changes to economic conditions.



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12. CAPITAL MANAGEMENT (Continued)

The Portfolio’s primary objectives when managing capital are to maximize value through the ongoing activemanagement of the Portfolio’s assets and the acquisition of additional investment properties, which areleased to creditworthy tenants, as opportunities arise.

The Portfolio’s strategy is also driven by requirements from certain lenders.

The Portfolio was in compliance with all financial covenants as at June 30, 2015, December 31, 2014 andDecember 31, 2013.

13. RISK MANAGEMENT

In the normal course of business, the Portfolio is exposed to a number of risks that can affect its operatingperformance. These risks and the actions taken to manage them are as follows:

(a) Market risk

Market risk is the risk that changes in market prices, such as interest rates, will affect the Portfolio’sfinancial instruments.

The Portfolio is subject to the risks associated with debt financing, including the risk that the interestrate on floating debt may rise before long-term fixed rate debt is arranged and that the mortgagespayable and credit facility will not be able to be refinanced on terms similar to those of the existingindebtedness. The Portfolio’s objective of managing interest rate risk is to minimize the volatilityof earnings.

The Portfolio is not exposed to any other form of market risk.

(b) Credit risk

Credit risk is the risk that: (i) one party to a financial instrument will cause a financial loss for thePortfolio by failing to discharge its obligations; and (ii) the possibility that tenants may experiencefinancial difficulty and be unable to meet their rental obligations.

The Portfolio is exposed to credit risk on all financial assets and its exposure is generally limited to thecarrying amount on the carve-out statement of financial position. The Portfolio monitors its riskexposure regarding obligations with counterparties (Canadian chartered banks) through the regularassessment of counterparties’ credit positions.

The Portfolio mitigates the risk of credit loss with respect to tenants by evaluating theircreditworthiness, obtaining security deposits as permitted by legislation, and geographically diversifyingits portfolio.

The Portfolio monitors its collection process on a month-to-month basis to ensure that a stringentpolicy is adopted to provide for all past due amounts. All receivables from past tenants and tenantreceivable balances exceeding 90 days are provided for as bad debt expense in the carve-out statementof income and comprehensive income.



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13. RISK MANAGEMENT (Continued)

(c) Liquidity risk

Liquidity risk is the risk that the Portfolio may encounter difficulty in meeting its financial obligationswhen they come due. Management’s strategy to managing liquidity risk is to ensure, to the extentpossible, that it always has sufficient financial assets to meet its financial liabilities when they come due,by forecasting cash flows from operations and anticipated investing and financing activities. To mitigatethe risk associated with the refinancing of maturing debt, The Portfolio staggers the maturity dates ofits mortgage portfolio over a number of years. In addition, the Portfolio manages its overall liquidityrisk by maintaining sufficient available credit facilities to fund its on-going operational and capitalcommitments, distributions and provide future growth in its business. Management expects torefinance all the principal debt maturing in 2015.

14. FAIR VALUE MEASUREMENT

The fair value of the Portfolio’s mortgages payable at June 30, 2015 is approximately $86,557 (unaudited)(December 31, 2014 — $85,361, December 31, 2013 — $11,517).

The Portfolio uses various methods in estimating the fair values recognized in the carve-out financialstatements. The fair value hierarchy reflects the significance of inputs used in determining the fair values.

• Level 1 — quoted prices in active markets;

• Level 2 — inputs other than quoted prices in active markets or valuation techniques where significantinputs are based on observable market data; and

• Level 3 — valuation technique for which significant inputs are not based on observable market data.

The following summarizes the significant methods and assumptions used in estimating fair values of thePortfolio’s financial instruments and investment properties:


The fair value of each investment property was determined using the valuation methodology and keyassumptions and Level 3 inputs described in notes 2(a) and 4.

(b) Mortgages payable

The fair value of mortgages payable is estimated based on the present value of future payments,discounted at the yield on a Government of Canada bond with the nearest maturity date to theunderlying mortgage, plus an estimated credit spread at the reporting date for a comparable mortgage(Level 2). The spread rates used as at June 30, 2015 ranged from 0.92% to 2.86% (December 31,2014 — 0.46% to 2.39%, December 31, 2013 — 2.77%) dependent on the nature and terms of therespective mortgages.



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14. FAIR VALUE MEASUREMENT (Continued)

(c) Other financial assets and financial liabilities

The fair values of the Portfolio’s financial assets, which include cash and cash equivalents, deposits,tenant receivables and other receivables, restricted cash, as well as other financial liabilities, whichinclude tenant rental deposits, finance costs payable and accounts payable and accrued liabilities,approximate their recorded values due to their short-term nature.

15. SUBSEQUENT EVENT

On August 10, 2015, a press release was made announcing a proposed transaction (the ‘‘Transaction’’)whereby Northern Property Real Estate Investment Trust (‘‘Northern Property REIT’’) will acquire alloutstanding units of True North Apartment Real Estate Investment Trust (‘‘True North Apartment REIT’’),and the assets of the Portfolio and a related portfolio, IMH Portfolio. Pursuant to the proposed terms of theTransaction, the owners of the Portfolio will receive a combination of cash and units of the newly formedNorthview Apartment Real Estate Investment (‘‘Northview Apartment REIT’’). The Transaction is subjectto the approval of the unitholders of Northern Property REIT and True North Apartment REIT.



B-37

Carve-out financial statements of

IMH Portfolio

As at and for the years ended December 31, 2014 and 2013 and as atand for the three-month and six-month periods ended June 30, 2015and 2014



B-38

IMH PortfolioAs at and for the years ended December 31, 2014 and 2013and as at and for the three-month andsix-month periods ended June 30, 2015 and 2014

TABLE OF CONTENTS

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-40 – B-41

Carve-out statements of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-42

Carve-out statements of income and comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . B-43

Carve-out statements of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-44

Carve-out statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-45

Notes to the carve-out financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-46 – B-58



B-39

Deloitte LLP5140 Yonge StreetSuite 1700Toronto ON M2N 6L7Canada

Tel: 416-601-6150Fax: 416-601-6151www.deloitte.ca

Independent Auditor’s Report

To the Owners ofIMH Portfolio

We have audited the accompanying carve-out financial statements of IMH Portfolio, which comprise thecarve-out statements of financial position as at December 31, 2014 and December 31, 2013, and the carve-outstatements of income and comprehensive income, carve-out statements of changes in equity and carve-outstatements of cash flows for the years ended December 31, 2014 and 2013, and a summary of significantaccounting policies and other explanatory information.

Management’s Responsibility for the Carve-out Financial Statements

Management is responsible for the preparation and fair presentation of these carve-out financial statementsin accordance with International Financial Reporting Standards, and for such internal control as managementdetermines is necessary to enable the preparation of carve-out financial statements that are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these carve-out financial statements based on our audits. Weconducted our audits in accordance with Canadian generally accepted auditing standards. Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the carve-out financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thecarve-out financial statements. The procedures selected depend on our judgment, including the assessment ofthe risks of material misstatement of the carve-out financial statements, whether due to fraud or error. Inmaking those risk assessments, we consider internal control relevant to the entity’s preparation and fairpresentation of the carve-out financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentation ofthe carve-out financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide abasis for our audit opinion.

Opinion

In our opinion, the carve-out financial statements present fairly, in all material respects, the financialposition of IMH Portfolio as at December 31, 2014 and December 31, 2013 and its financial performance and itscash flows for the years ended December 31, 2014 and 2013 in accordance with International FinancialReporting Standards.



B-40

Comparative Information

The carve-out statement of financial position of IMH Portfolio as at June 30, 2015 and the carve-outstatements of income and comprehensive income, carve-out statements of changes in equity and carve-outstatements of cash flows for the three-month and six-month periods ended June 30, 2015 and 2014are unaudited.

(signed) Deloitte LLP

Chartered Professional AccountantsLicensed Public AccountantsSeptember 4, 2015



B-41

IMH PORTFOLIO

CARVE-OUT STATEMENTS OF FINANCIAL POSITION

as at June 30, 2015, December 31, 2014 and December 31, 2013(In thousands of Canadian dollars)


(Unaudited) 2014 2013

$ $ $


Investment properties (Note 4) . . . . . . . . . . . . . . . . . . . . . . 429,810 429,810 410,355Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490 503 475

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430,300 430,313 410,830Current assets

Tenant and other receivables (Note 5) . . . . . . . . . . . . . . . . . 576 571 776Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . 1,420 677 206Restricted cash (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,172 1,521 1,427Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,929 2,717 2,637

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,097 5,486 5,046

436,397 435,799 415,876

LiabilitiesNon-current liabilitites

Mortgages payable (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . 106,890 101,067 132,492Current liabilitites

Mortgages payable (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . 112,260 114,983 122,572Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,078 2,865 2,740Accounts payable and accrued liabilities . . . . . . . . . . . . . . . 4,863 5,418 6,717Mortgage interest payable . . . . . . . . . . . . . . . . . . . . . . . . . 475 480 5,201

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,676 123,746 137,230

227,566 224,813 269,722

Equity in net assets attributable to owners . . . . . . . . . . . . . . . . 208,831 210,986 146,154

436,397 435,799 415,876




B-42

IMH PORTFOLIO

CARVE-OUT STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

for the years ended December 31, 2014 and 2013 and for the three-month andsix-month periods ended June 30, 2015 and 2014




(Unaudited) (Unaudited) (Unaudited) (Unaudited) 2014 2013

$ $ $ $ $ $

RevenueRevenue from

property operations . 9,857 9,786 19,670 19,543 38,925 34,517

ExpensesProperty operating

costs . . . . . . . . . . . 3,604 3,378 7,557 7,739 14,578 14,776Realty taxes . . . . . . . . 1,558 1,461 3,085 2,946 6,087 5,590Fair value adjustment

of investmentproperties (Note 4) . 2,621 2,443 4,639 5,123 (7,279) (17,145)

Mortgage interest(Note 9) . . . . . . . . . 2,131 2,550 3,526 4,342 8,576 8,017

Finance costs (Note 9) 108 67 165 173 467 372

10,022 9,899 18,972 20,323 22,429 11,610

Net (loss) income andcomprehensive (loss)income . . . . . . . . . . . (165) (113) 698 (780) 16,496 22,907




B-43

IMH PORTFOLIO

CARVE-OUT STATEMENTS OF CHANGES IN EQUITY



Year ended Year endedDecember 31, December 31,

2014 2013

$ $

Equity in net assets attributable to owners, beginning of year . . . . . . . . . . . . 146,154 91,992Net income and comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,496 22,907Net contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,336 31,255

Equity in net assets attributable to owners, end of year . . . . . . . . . . . . . . . . 210,986 146,154


June 30, June 30,2015 2014

(Unaudited) (Unaudited)

$ $

Equity in net assets attributable to owners, beginning of period . . . . . . . . . . . . 210,986 146,154Net income (loss) and comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . 698 (780)Net (distributions) contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,853) 6,023

Equity in net assets attributable to owners, end of period . . . . . . . . . . . . . . . . 208,831 151,397




B-44

IMH PORTFOLIO

CARVE-OUT STATEMENTS OF CASH FLOWS





(Unaudited) (Unaudited) 2014 2013

$ $ $ $

Operating activitiesNet income (loss) and comprehensive income

(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 698 (780) 16,496 22,907Adjustment for item not involving cash

Fair value adjustment of investment properties . 4,639 5,123 (7,279) (17,145)Adjustment for financing activities included in net

incomeFinance costs . . . . . . . . . . . . . . . . . . . . . . . . . 96 112 362 136Non cash interest expense . . . . . . . . . . . . . . . . (691) (682) (1,360) (1,412)

Change in non-cash operating itemsChange in non-cash operating working capital

(Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,082) (2,226) (6,189) 5,764

3,660 1,547 2,030 10,250

Investing activitiesImprovements to investment properties (Note 4) . (4,639) (5,123) (12,176) (15,050)Acquisition of investment properties (Note 3) . . . . — — — (54,205)Change in restricted cash . . . . . . . . . . . . . . . . . . 349 433 (94) (1,427)

(4,290) (4,690) (12,270) (70,682)

Financing activitiesMortgages payable

Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,965 — 43,500 76,014Principal payments . . . . . . . . . . . . . . . . . . . . . (2,215) (2,692) (4,472) (3,283)Discharge of mortgages . . . . . . . . . . . . . . . . . . — — (76,783) (42,764)Finance costs paid . . . . . . . . . . . . . . . . . . . . . . (55) (94) (261) (271)

Net (distributions of) contributions to equity . . . . (2,853) 6,023 48,336 31,255

842 3,237 10,320 60,951

Increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 212 94 80 519Cash, beginning of period . . . . . . . . . . . . . . . . . . . . 2,717 2,637 2,637 2,117

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . 2,929 2,731 2,717 2,637




B-45

IMH PORTFOLIO

NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS



IMH Portfolio, as presented in these carve-out financial statements, is not a legal entity. These carve-outfinancial statements represent the combination of certain multi-residential revenue-producing properties(the ‘‘Portfolio’’) located in Canada. This Portfolio and its related assets and liabilities are co-owned by thePublic Sector Pension Investment Board and Starlight Investment Limited together with its affiliates. ThePortfolio is managed by Starlight Investment Limited and certain of its affiliates (individually and collectively‘‘Starlight’’).

The registered office of Starlight is 3300 Bloor Street West, Suite 1801, Toronto, Ontario M8X 2X2.

These carve-out financial statements have been prepared based on financial statements of the entities whichcollectively own the Portfolio, and are presented as if the Portfolio has been accounted for on a stand-alonebasis.

Because these properties are part of a corporate group, these carve-out financial statements depict the equity innet assets, representing the amount associated with these properties. Management’s estimates, when necessary,have been used to prepare such allocations.

These carve-out financial statements are not necessarily indicative of the results that would have been attained ifthe Portfolio had been operated as a separate legal entity during the periods presented and, therefore, are notnecessarily indicative of future operating results.


(a) Basis of presentation and statement of compliance

The carve-out financial statements are prepared in accordance with International Financial ReportingStandards (‘‘IFRS’’).

The carve-out financial statements have been prepared on a historical cost basis, except for investmentproperties which are measured at fair value.

The carve-out financial statements are presented in Canadian dollars, which is the functional currencyof the Portfolio, and rounded to the nearest thousand except as otherwise stated.

(b) Basis of presentation

The Portfolio holds its interest in investment properties and other assets and liabilities related to theseproperties in different entities which are co-owned by the Public Sector Pension Investment Board andStarlight Investment Limited together with its affiliates. The Portfolio is managed by StarlightInvestment Ltd. and certain of its affiliates. All intercompany transactions and balances betweenproperties within the Portfolio have been eliminated upon combination.

(c) Critical judgments and estimates

The preparation of cave-out financial statements requires management to make estimates andassumptions that affect the application of accounting policies and the reported amounts of assets,liabilities, income and expenses. Actual results may differ from these estimates.



B-46

IMH PORTFOLIO





Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which the estimates are revised and in any future periodsaffected.

(i) Critical judgments in applying accounting policies

The following is the critical judgement that management has made in the process of applyingaccounting policies that has the most significant effect on the amounts recognized in the carve-outfinancial statements:

Accounting for acquisitions

The Portfolio assesses whether an acquisition transaction should be accounted for as an assetacquisition or a business combination under IFRS 3, Business Combinations (‘‘IFRS 3’’). Thisassessment requires management to make judgements on whether the assets acquired andliabilities assumed (including fair values of mortgages assumed, if any) constitute a business asdefined in IFRS 3 and if the integrated set of activities, including inputs and processes acquired, iscapable of being conducted and managed as a business, and the Portfolio obtains control of thebusiness. All of the Portfolio’s acquisitions have been accounted for as an asset acquisition as nocore processes were acquired by the Portfolio.

(ii) Significant estimates

The following is the significant estimate applied in the preparation of the financial statements:

Investment properties

The critical assumptions and estimates used when determining the fair value of investmentproperties are: capitalization rates and stabilized future cash flows. The capitalization rate appliedis reflective of the characteristics, location and market of each investment property. The stabilizedfuture cash flows of each investment property are based upon rental income from current leasesand assumptions about occupancy rates and market rent from future leases reflecting currentconditions, less future cash outflows relating to such current and future leases. The Portfoliodetermines fair value internally using internal financial information, external market data andcapitalization rates provided by independent industry experts and third-party appraisals. Furtherinformation on investment properties estimates and assumptions is disclosed in Note 4.



The Portfolio selected the fair value method to account for real estate classified as investmentproperty. A property is determined to be an investment property when it is principally held to earnrental income or for capital appreciation, or both. Investment property is initially measured at the



B-47

IMH PORTFOLIO





purchase price, including directly attributable costs. Subsequent to initial recognition, investmentproperties are measured at fair value. Gains or losses arising from changes in fair value are recognizedin the carve-out statement of income and comprehensive income during the period in which they arise.Fair values are primarily determined by using the capitalized net operating income method whichapplies a capitalization rate to the future stabilized cash flows of the investment properties.

(b) Revenue recognition

The Portfolio has retained substantially all of the risks and benefits of ownership of its investmentproperties and, therefore, accounts for its leases with tenants as operating leases.

Revenue from investment properties includes all rental income earned from the properties, includingresidential tenant rental income, parking income, laundry income, cable and antenna income and allother miscellaneous income paid by the tenants under the terms of their existing leases. Revenuerecognition under a lease commences when a tenant has a right to use the leased asset, and revenue isrecognized pursuant to the terms of the lease agreement.

(c) Financial instruments

Financial instruments are classified as one of the following: (i) fair value through profit or loss(‘‘FVTPL’’); (ii) loans and receivables; (iii) held-to-maturity; (iv) available-for-sale; or (v) otherliabilities. Financial instruments are recognized initially at fair value. Financial assets and liabilitiesclassified at FVTPL are subsequently measured at fair value with gains and losses recognized in thecarve-out statement of income and comprehensive income. Financial instruments classified asheld-to-maturity, loans and receivables or other liabilities are subsequently measured at amortizedcost. Available-for-sale financial instruments are subsequently measured at fair value and anyunrealized gains and losses are recognized in the other comprehensive income.

Financial liabilities are classified as FVTPL when the financial liability is either classified asheld-for-trading or is designated as FVTPL. A financial liability may be designated as FVTPL uponinitial recognition if it forms part of a contract containing one or more embedded derivatives, andIAS 39, Financial Instruments — Recognition and Measurement, permits the entire combined contract(asset or liability) to be designated as FVTPL.



B-48

IMH PORTFOLIO





The following summarizes the Portfolio’s classification and measurement of financial assets andliabilities:

Classification Measurement

Financial assetsTenant receivables, net . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costOther receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costDeposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized costRestricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and receivables Amortized cost

Financial liabilitiesMortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized costTenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized costMortgage interest payable . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized costAccounts payable and accrued liabilities . . . . . . . . . . . Other liabilities Amortized costFinance costs payable . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Amortized cost

Transaction costs that are directly attributable to the acquisition or issuance of financial assets orfinancial liabilities, other than financial assets and financial liabilities measured at FVTPL, areaccounted for as part of the carrying amount of the respective asset or liability at inception.

Transaction costs on financial assets and financial liabilities measured at FVTPL are expensed in theperiod incurred.

Transaction costs related to financial instruments measured at amortized cost are amortized using theeffective interest rate over the anticipated life of the related instrument.

Financial assets are derecognized when the contractual rights to the cash flows from financial assetsexpire or have been transferred.

All derivative instruments, including embedded derivatives, are recorded in the carve-out financialstatements at fair value, except for embedded derivatives exempted from derivative accountingtreatment.

(d) Income taxes

A provision has not been made for income taxes as the Portfolio is not a legal entity and the propertiescontained within the Portfolio are owned by partnerships which are not taxable entities. Income taxes,if any, are liabilities of the partners.



B-49

IMH PORTFOLIO





(e) New standards and interpretations adopted

IFRIC 21, Levies (‘‘IFRIC 21’’)

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers paymentoccurs, as identified by the relevant legislation. In the event that activity happens over a period of time,the liability to pay the levy is recognised progressively, over that period of time. Additionally, an entitydoes not have a constructive obligation to pay a levy that will be triggered by operating in afuture period.

The Portfolio assessed the implications of IFRIC 21 upon its adoption on January 1, 2014, anddetermined that the adoption of IFRIC 21 did not result in any material changes to the Portfolio’sfinancial statements or disclosures.

(f) Future accounting changes

The following new standard and amendment to existing standards issued by the InternationalAccounting Standards Board may be relevant to the Portfolio in preparing its carve-out financialstatements in future periods:

Standard Effective date

Annual period beginning on or after:IFRS 9, Financial Statements (2010) . . . . . . . . . . . . . . . . . January 1, 2018IFRS 15, Revenue from contracts with customers . . . . . . . . January 1, 2018

The Portfolio intends to adopt this standard on its respective effective date. The extent of the impact ofadoption of this standard on the Portfolio has not yet been determined.

(g) Approval of carve-out financial statements

The carve-out financial statements were approved by the Owners of IMH Portfolio and authorized forissue on September 4, 2015.

3. ACQUISITIONS

(a) There were no acquisitions completed during the year ended December 31, 2014 and six-monthperiods ended June 30, 2015 and 2014.

(b) The following acquisitions were completed during the year ended December 31, 2013. Theseacquisitions have all been accounted for as asset acquisitions.



B-50

IMH PORTFOLIO




3. ACQUISITIONS (Continued)

The fair value of consideration has been allocated to the identifiable assets acquired and liabilitiesassumed based on their fair values at the date of acquisition, as follows:

120 Dundas 100 DundasStreet East Street East Total

$ $ $

Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,256 25,949 54,205Investment propertiesCash (received) paid for working capital

Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . 10 498 508Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (182) (71) (253)Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . (125) (78) (203)

27,959 26,298 54,257

Consideration paid, funded byFinancing obtained . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,315 18,000 30,315Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,644 8,298 23,942

27,959 26,298 54,257

Acquisition date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jul-30-13 Dec-09-13

4. INVESTMENT PROPERTIES

The following table summarizes the changes in the investment properties for the six months ended June 30,2015 and years ended December 31, 2014 and December 31, 2013:

Six monthsended

June 30, Year ended Year ended2015 December 31, December 31,


$ $ $

Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . 429,810 410,355 323,955Acquisition of investment properties . . . . . . . . . . . . . . . . . . . . . — — 54,205Additions — capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . 4,639 12,176 15,050Fair value adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,639) 7,279 17,145

429,810 429,810 410,355



B-51

IMH PORTFOLIO




4. INVESTMENT PROPERTIES (Continued)

The following table reconciles the cost base of investment properties to their fair value:



$ $ $

Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 413,859 409,220 397,044Cumulative fair value adjustments . . . . . . . . . . . . . . . . . . . . . . . 15,951 20,590 13,311

Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 429,810 429,810 410,355

The key valuation assumptions for the Portfolio are set out in the following table:



% % %

Capitalization rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5-6.5 4.5-6.5 4.5-6.5

The capitalized earnings reflect rental income from current leases and assumptions about rental incomefrom future leases and occupancy reflecting market conditions at the reporting date, less future cashoutflows in respect of such leases.

The fair values of the Portfolio’s investment properties are sensitive to changes in the key valuationassumptions. A 10-basis-points increase (decrease) in the weighted average capitalization rates would resultin the following changes in the fair value of the portfolio’s investment properties.


Key assumptions Change (unaudited) 2014 2013

$ $ $

Weighted average capitalization rate . . 10-basis-points increase (3,869) (3,869) (5,799)Weighted average capitalization rate . . 10-basis-points decrease 12,508 12,508 9,303Stabilized future cash flows . . . . . . . . . Increase of $100 1,868 1,868 1,825Stabilized future cash flows . . . . . . . . . Decrease of $100 (1,868) (1,868) (1,825)



B-52

IMH PORTFOLIO




5. TENANT AND OTHER RECEIVABLES



$ $ $

Tenant receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497 467 746Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 104 30

576 571 776

As at the dates specified, all tenant receivables that were past due but not impaired were outstanding for90 days or less. All other tenant receivables have been provided for.

The Portfolio holds no collateral in respect of tenant and other receivables.

6. RESTRICTED CASH



$ $ $

Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 623 973 924Mortgage holdback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 400 400Restricted rental deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 148 103

1,172 1,521 1,427

7. MORTGAGES PAYABLE



$ $ $

Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,160 214,409 252,164Unamortized mortgage premium . . . . . . . . . . . . . . . . . . . . . . . . 1,241 1,933 3,293Unamortized financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . (251) (292) (393)

219,150 216,050 255,064Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,260 114,983 122,572

106,890 101,067 132,492

There are first and second charges on investment properties as security for the Portfolio’s mortgagespayable. Certain investment properties are pledged as security for mortgages advanced for propertiesincluded in the Portfolio, as well as properties not included in the Portfolio but owned by parties related to



B-53

IMH PORTFOLIO




7. MORTGAGES PAYABLE (Continued)

Starlight. The related mortgage agreements also contain cross default provisions. Mortgages on certainproperties are cross collateralized.

As at June 30, 2015, the mortgages carry a weighted average coupon interest rate of 4.09% (December 31,2014 — 4.11%, December 31, 2013 — 4.30%). The mortgages as at June 30, 2015 carry a weighted averageterm to maturity of 1.57 years (December 31, 2014 — 1.99 years, December 31, 2013 — 2.71 years).

Future principal repayments as at June 30, 2015 and December 31, 2014 are as follows:

June 30,2015 December 31,

(unaudited) 2014

$ $

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,065 114,1932016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,711 21,2142017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,006 47,4432018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,001 5,9072019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,790 1,693Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,587 23,959

Face value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,160 214,409Unamortized mortgage premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,241 1,933Unamortized financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (251) (292)

Carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,150 216,050

8. SEGMENTED DISCLOSURE

All of the Portfolio’s assets and liabilities are in, and its revenue derived from, multi-suite residentialCanadian real estate. The Portfolio’s investment properties are, therefore, considered by management tohave similar economic characteristics. No single tenant accounts for 10% or more of the Portfolio’srental revenue.



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IMH PORTFOLIO




9. MORTGAGE INTEREST AND FINANCE COSTS



(unaudited) (unaudited) (unaudited) (unaudited) 2014 2013

$ $ $ $ $ $

Mortgage interest . . . . . . 1,786 2,209 2,835 3,659 7,216 6,605Amortization of mortgage

premium . . . . . . . . . . . 345 341 691 683 1,360 1,412Amortization of mortgage

financing fees . . . . . . . 50 67 96 112 362 136Others . . . . . . . . . . . . . . 58 — 69 61 105 84

Finance costs . . . . . . . . . 2,239 2,617 3,691 4,515 9,043 8,237Extinguishment of

mortgages payable . . . . — — — — — 152

2,239 2,617 3,691 4,515 9,043 8,389

10. CHANGE IN NON-CASH OPERATING WORKING CAPITAL


June 30, June 30,2015 2014 December 31, December 31,

(unaudited) (unaudited) 2014 2013

$ $ $ $

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 (29) (28) (44)Tenant and other receivables . . . . . . . . . . . . . . . . . . (5) 261 205 (175)Prepaid expenses and other assets . . . . . . . . . . . . . . (743) (1,279) (471) 1,134Tenant rental deposits . . . . . . . . . . . . . . . . . . . . . . . 213 138 125 622Accounts payable and accrued liabilities . . . . . . . . . . (555) (2,649) (1,299) 1,020Mortgage interest payable . . . . . . . . . . . . . . . . . . . . (5) 1,332 (4,721) 3,207

(1,082) (2,226) (6,189) 5,764

11. COMMITMENTS AND CONTINGENCIES

At the carve-out statement of financial position dates, the Portfolio had no commitments for futureminimum lease payments under non-cancellable operating leases.

12. CAPITAL MANAGEMENT

The Portfolio is free to determine the appropriate level of capital in context with its cash flow requirements,overall business risks and potential business opportunities. As a result of this, the Portfolio will makeadjustments to its capital based on its investment strategies and changes to economic conditions.



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IMH PORTFOLIO




12. CAPITAL MANAGEMENT (Continued)

The Portfolio’s primary objectives when managing capital are to maximize value through the ongoing activemanagement of the Portfolio’s assets and the acquisition of additional investment properties, which areleased to creditworthy tenants, as opportunities arise.

The Portfolio’s strategy is also driven by requirements from certain lenders.

The Portfolio was in compliance with all financial covenants as at June 30, 2015, December 31, 2014 andDecember 31, 2013.

13. RISK MANAGEMENT

In the normal course of business, the Portfolio is exposed to a number of risks that can affect its operatingperformance. These risks and the actions taken to manage them are as follows:

(a) Market risk

Market risk is the risk that changes in market prices, such as interest rates, will affect the Portfolio’sfinancial instruments.

The Portfolio is subject to the risks associated with debt financing, including the risk that the interestrate on floating debt may rise before long-term fixed rate debt is arranged and that the mortgagespayable and credit facility will not be able to be refinanced on terms similar to those of the existingindebtedness. The Portfolio’s objective of managing interest rate risk is to minimize the volatilityof earnings.

The Portfolio is not exposed to any other form of market risk.

(b) Credit risk

Credit risk is the risk that: (i) one party to a financial instrument will cause a financial loss for thePortfolio by failing to discharge its obligations; and (ii) the possibility that tenants may experiencefinancial difficulty and be unable to meet their rental obligations.

The Portfolio is exposed to credit risk on all financial assets and its exposure is generally limited to thecarrying amount on the carve-out statement of financial position. The Portfolio monitors its riskexposure regarding obligations with counterparties (Canadian chartered banks) through the regularassessment of counterparties’ credit positions.

The Portfolio mitigates the risk of credit loss with respect to tenants by evaluating theircreditworthiness, obtaining security deposits as permitted by legislation, and geographically diversifyingits portfolio.

The Portfolio monitors its collection process on a month-to-month basis to ensure that a stringentpolicy is adopted to provide for all past due amounts. All receivables from past tenants and tenantreceivable balances exceeding 90 days are provided for as bad debt expense in the carve-out statementof income and comprehensive income.



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IMH PORTFOLIO




13. RISK MANAGEMENT (Continued)

(c) Liquidity risk

Liquidity risk is the risk that the Portfolio may encounter difficulty in meeting its financial obligationswhen they come due. Management’s strategy to managing liquidity risk is to ensure, to the extentpossible, that it always has sufficient financial assets to meet its financial liabilities when they come due,by forecasting cash flows from operations and anticipated investing and financing activities. To mitigatethe risk associated with the refinancing of maturing debt, the Portfolio staggers the maturity dates of itsmortgage portfolio over a number of years. In addition, the Portfolio manages its overall liquidity riskby maintaining sufficient available credit facilities to fund its on-going operational and capitalcommitments, distributions and provide future growth in its business. Management expects torefinance all the principal debt maturing in 2015.

14. FAIR VALUE MEASUREMENT

The fair value of the Portfolio’s mortgages payable at June 30, 2015 is approximately $221,921 (unaudited)(December 31, 2014 — $219,470, December 31, 2013 — $256,019).

The Portfolio uses various methods in estimating the fair values recognized or disclosed in the carve-outfinancial statements. The fair value hierarchy reflects the significance of inputs used in determining thefair values.

• Level 1 — quoted prices in active markets;

• Level 2 — inputs other than quoted prices in active markets or valuation techniques where significantinputs are based on observable market data; and

• Level 3 — valuation technique for which significant inputs are not based on observable market data.

The following summarizes the significant methods and assumptions used in estimating fair values of thePortfolio’s financial instruments and investment properties:


The fair value of each investment property was determined using the valuation methodology and keyassumptions and Level 3 inputs described in notes 2(a) and 4.

(b) Mortgages payable

The fair value of mortgages payable is estimated based on the present value of future payments,discounted at the yield on a Government of Canada bond with the nearest maturity date to theunderlying mortgage, plus an estimated credit spread at the reporting date for a comparable mortgage(Level 2). The spread rates used as at June 30, 2015 ranged from 1.43% to 3.85% (December 31,2014 — 1.43% to 3.97%, December 31, 2013 — 2.46% to 4.20%) dependent on the nature and termsof the respective mortgages.



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IMH PORTFOLIO




14. FAIR VALUE MEASUREMENT (Continued)

(c) Other financial assets and financial liabilities

The fair values of the Portfolio’s financial assets, which include cash, deposits, tenant receivables andother receivables, restricted cash, as well as other financial liabilities, which include tenant rentaldeposits, finance costs payable and accounts payable and accrued liabilities, approximate theirrecorded values due to their short-term nature.

15. SUBSEQUENT EVENT

On August 10, 2015, a press release was made announcing a proposed transaction (the ‘‘Transaction’’)whereby Northern Property Real Estate Investment Trust (‘‘Northern Property REIT’’) will acquire alloutstanding units of True North Apartment Real Estate Investment Trust (‘‘True North Apartment REIT’’),and the assets of the Portfolio and a related portfolio, Starlight Related Portfolio. Pursuant to the proposedterms of the Transaction, the owners of the Portfolio will receive a combination of cash and units of thenewly formed Northview Apartment Real Estate Investment (‘‘Northview Apartment REIT’’). TheTransaction is subject to the approval of the unitholders of Northern Property REIT and True NorthApartment REIT.



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SCHEDULE ‘‘C’’

GLOSSARY

‘‘ABCA’’ means the Business Corporations Act (Alberta);

‘‘Acquisition Line’’ means NPR’s revolving operating facility for the purposes of funding future acquisitions andoperating expenses;

‘‘Acquisition Portfolio’’ means the True North Properties and the Institutional Portfolio;

‘‘Acquisition Proposal’’ relating to NPR or True North means, as applicable, other than the Arrangement, theContemplated Transactions and any transaction involving only NPR or True North, as applicable, and one ormore of their respective wholly-owned Subsidiaries, any offer, proposal, expression of interest or inquiry,whether written or oral, from any person or group of persons acting jointly or in concert relating to (in each casewhether in a single transaction or a series of related transactions):

(i) any take-over bid, tender offer or exchange offer that, if consummated, would result in a person orgroup of persons beneficially owning 20% or more of any class of voting or equity securities of NPR orTrue North, as applicable, or one or more of such party’s Subsidiaries whose assets, revenues or NOIconstitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or NOI ofsuch party;

(ii) any amalgamation, plan of arrangement, share exchange, business combination, merger, consolidation,recapitalization, reorganization or other similar transaction involving NPR or True North, asapplicable, or one or more of such party’s Subsidiaries whose assets, revenues or earnings constitute,individually or in the aggregate, 20% or more of the consolidated assets, revenues or NOI of suchparty, or any liquidation, dissolution or winding-up of such party or one or more of such party’sSubsidiaries whose assets, revenues or NOI constitute, individually or in the aggregate, 20% or more ofthe consolidated assets, revenues or earnings of such party;

(iii) any direct or indirect acquisition or sale of assets (or any lease, long-term supply arrangement, licence,or other arrangement having the same economic effect as a sale of assets) of NPR or True North, asapplicable, or one or more such party’s Subsidiaries that represents, individually or in the aggregate,20% or more of the consolidated assets or contributed 20% or more of the consolidated revenues orNOI of such party;

(iv) any direct or indirect sale, issuance or acquisition of the NPR Units or True North Units, as applicable,any other voting or equity interests (or securities convertible into or exercisable for such party’s units orother voting or equity interests) of NPR or True North, as applicable, representing 20% or more of theissued and outstanding voting or equity interests (or rights or interests therein or thereto) of suchparty, or any voting or equity securities of one or more of such party’s Subsidiaries whose assets,revenues or NOI constitute, individually or in the aggregate, 20% or more of the consolidated assets,revenues or NOI of such party; or

(v) any proposal or offer to do, proposed amendment of, or public announcement of an intention to do,any of the foregoing;

‘‘Added Properties’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of Material Transaction Agreements — Transitional ServiceAgreement’’;

‘‘affiliate’’ means an ‘‘affiliate’’ as defined in National Instrument 45-106 — Prospectus and RegistrationExemptions;

‘‘AGI’’ means the annual general increase;



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‘‘Amended and Restated Arrangement Agreement’’ means the amended and restated arrangement agreementamong NPR, NPR LP, NPR GP, True North, True North LP, Blue-Starlight LP, Rocky LP, TN4 LP, TN5 LP,TN6 LP, True North GP and Starlight dated August 20, 2015;

‘‘Amended and Restated Exchange Agreement’’ means the amended and restated Exchange Agreement to beentered into among, inter alia, NPR, NPR LP, NPR GP, True North, Starlight, the True North Partnerships, TrueNorth GP, D.D. Acquisitions Partnership and holders of True North Class B LP Units immediately following theEffective Time;

‘‘Applicable Securities Laws’’ means all applicable Canadian and U.S. securities Laws, rules and regulations andpublished policies thereunder and the rules of the Exchange applicable to companies listed thereon;

‘‘Appraisals’’ means the independent estimate of the fair market value of each property comprising theInstitutional Portfolio properties as of either February 28, 2015 or May 15, 2015;

‘‘ARC’’ means one or more advance ruling certificates issued by the Commissioner under subsection 102(1) ofthe Competition Act in respect of the transactions contemplated by the Amended and Restated ArrangementAgreement;

‘‘Arrangement’’ means the arrangement under the provisions of Section 193 of the ABCA, on the terms andconditions set forth in the Plan of Arrangement, as supplemented, modified or amended (provided that any suchsupplement, modification or amendment is acceptable to both NPR and True North, acting reasonably);

‘‘Arrangement Agreement’’ means the arrangement agreement among NPR, NPR LP, NPR GP, True North, TrueNorth LP, Blue-Starlight LP, Rocky LP, TN4 LP, TN5 LP, TN6 LP, True North GP and Starlight datedAugust 10, 2015;

‘‘Arrangement Resolution’’ means the special resolution approving the Plan of Arrangement and certainconsequential amendments to the True North Declaration of Trust to be considered at the True NorthUnitholder Meeting;

‘‘Articles of Arrangement’’ means the articles of arrangement in respect of the Arrangement required underSection 193(10) of the ABCA to be filed with the Registrar after the Final Order has been granted giving effectto the Arrangement;

‘‘Assumed Debt’’ means the debt that NPR LP or its designated transferee or designated transferees assume in theamount, in principal and accrued interest of approximately $16.3 million;

‘‘Authorization’’ includes any authorization, order, sanction, waiver, permit, approval, grant, licence,registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction,award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the forceof Law;

‘‘Belmont Heights’’ means the properties located at 545 – 565 Belmont Avenue, Kitchener, Ontario;

‘‘Blue-Starlight LP’’ means Blue-Starlight LP, a limited partnership formed under the laws of the Provinceof Ontario;

‘‘BLG’’ means Borden Ladner Gervais LLP;

‘‘Broadridge’’ means Broadridge Investor Communications Solutions;

‘‘Business Day’’ means any day, other than a Saturday, Sunday or statutory holiday in Calgary, Alberta or Toronto,Ontario;

‘‘Carriage Complex’’ means the properties located at 100 – 170 Old Carriage Drive, Kitchener, Ontario;



C-2

‘‘Circular’’ means this Notice of Meeting and accompanying management information circular, including allschedules, appendices and exhibits thereto, to be sent to, among others, NPR Voting Unitholders in connectionwith the Meeting, as amended, supplemented or otherwise modified from time to time;

‘‘Class A LP Units’’ means Class A limited partnership units of a limited partnership directly or indirectly whollyowned and controlled by NPR;

‘‘Class B LP Units’’ means exchangeable Class B limited partnership units of a limited partnership directly orindirectly wholly owned and controlled by NPR, economically equivalent to NPR Ordinary Units;

‘‘Closing’’ means the closing of the Contemplated Transactions;

‘‘Closing Date’’ means the date of the closing of the Contemplated Transactions;

‘‘CMHC’’ means Canada Mortgage and Housing Corporation;

‘‘Commissioner’’ means the Commissioner of Competition appointed under the Competition Act, and anyperson delegated to perform the Commissioner of Competition’s duties;

‘‘Competition Act’’ means the Competition Act (Canada);

‘‘Competition Act Approvals’’ means collectively, Competition Act Approval (Acquisition) and Competition ActApproval (Arrangement);

‘‘Competition Act Approval (Acquisitions)’’ means, for each Portfolio Acquisition that is subject to Part IX of theCompetition Act: (a) the Commissioner shall have issued an ARC, or (b) the applicable waiting period underSection 123 of the Competition Act shall have expired or been terminated by the Commissioner, or (c) theobligation to submit a notification under Part IX and, in the case of the clause (b) or (c), the Commissioner shallhave issued a No-Action Letter on terms and conditions, if any, acceptable to NPR and the applicable Vendor,each acting reasonably;

‘‘Competition Act Approval (Arrangement)’’ means that in respect of the Arrangement: (a) the Commissionershall have issued an ARC, or (b) the applicable waiting period under section 123 of the Competition Act shallhave expired or been terminated by the Commissioner, or (c) the obligation to submit a notification underPart IX of the Competition Act shall have been waived under paragraph 113(c) of the Competition Act and, inthe case of clause (b) or (c), the Commissioner shall have issued a No-Action Letter on terms and conditions, ifany, acceptable to NPR and True North, each acting reasonably;

‘‘Computershare’’ means Computershare Trust Company of Canada;

‘‘Confidentiality Agreement’’ means the confidentiality agreement among NPR, True North, Starlight andD.D. Acquisitions Partnership dated May 5, 2015, as amended on June 23, 2015 and July 29, 2015;

‘‘Conditional Purchase Agreements’’ means, collectively, the Starlight Conditional Purchase Agreement and theIMH Conditional Purchase Agreement;

‘‘Consideration’’ means 0.3908 NPR Ordinary Unit per True North Ordinary Unit, to be paid by the persons andin the manner set out in the Plan of Arrangement;

‘‘Consideration Units’’ means the NPR Units to be issued pursuant to the Amended and Restated ArrangementAgreement;

‘‘Contemplated Transactions’’ means the Amended and Restated Arrangement Agreement and such othertransactions as are agreed to by the parties as being necessary or desirable in connection with the Arrangement,including the Portfolio Acquisitions and any other transactions contemplated by the Conditional PurchaseAgreements;

‘‘Contract’’ means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding,joint venture, partnership or other enforceable right or binding obligation (written or oral);



C-3

‘‘Court’’ means the Court of Queen’s Bench of Alberta;

‘‘CRA’’ means the Canada Revenue Agency;

‘‘CRA Approval’’ means the application to CRA by NPR and True North to request a change in the fiscal periodsand taxation year ends of certain of their subsidiary partnerships in order to provide a mechanism for ensuringthat all material income earned by certain Subsidiaries of NPR and True North up to the time of theContemplated Transactions on the Effective Date is recognized by the unitholders of NPR and True North,respectively, prior to the completion of the Contemplated Transactions;

‘‘Crown’’ means her Majesty the Queen in right of Canada;

‘‘Dissent Rights’’ has the meaning ascribed thereto in the Plan of Arrangement;

‘‘Dissenting Units’’ means the True North Ordinary Units held by Dissenting Unitholders in respect of whichDissent Rights have been and remain validly exercised at the Effective Time;

‘‘Dissenting Unitholders’’ means holders of Dissenting Units;

‘‘Drimmer Related Entities’’ means the entities that hold True North Units, True North Special Voting Units andTrue North Class B LP Units, which are directly or indirectly owned and controlled by Daniel Drimmer;

‘‘Early Termination’’ has the meaning ascribed to it under the heading ‘‘Particulars of Matters to be Acted Upon atthe Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — TransitionalService Agreement — Termination’’;

‘‘Effective Date’’ means the date on which the Arrangement becomes effective under the ABCA, being the date onwhich the Articles of Arrangement are filed;

‘‘Effective Time’’ means 10:00 a.m. (Mountain Daylight Time) or such other time as the parties may agree on theEffective Date;

‘‘Encumbrance’’ includes any hypothec, mortgage, pledge, assignment, charge, lien, claim, security interest,adverse interest, adverse claim, other third person interest or encumbrance of any kind, whether contingent orabsolute, and any agreement, option, right or privilege (whether by Laws, contract or otherwise) capable ofbecoming any of the foregoing;

‘‘Exchange’’ means the Toronto Stock Exchange;

‘‘Exchange Agreement’’ means the Exchange Agreement dated June 5, 2012 among True North, Starlight, the TrueNorth Partnerships, True North GP and D.D. Acquisitions Partnership;

‘‘Existing NPR Leases’’ means the Contracts pursuant to which NPR or any NPR Subsidiary leases or subleasesany portion of any of the NPR Properties to any other person;

‘‘Existing NPR Mortgages’’ means the existing credit agreements, commitment letters, hypothecs, trustindentures, mortgages and operating line facilities and related security with respect to certain loans, and‘‘Existing Mortgage’’ means any one of them;

‘‘Existing True North Leases’’ means the Contracts pursuant to which True North or any True North Subsidiaryleases or subleases any portion of any of the True North Properties to any other person;

‘‘Existing True North Mortgages’’ means the existing credit agreements, commitment letters, hypothecs, trustindentures, mortgages and operating line facilities and related security with respect to certain loans, and‘‘Existing Mortgage’’ means any one of them;

‘‘Expense Reimbursement’’ means an amount up to $2.0 million;

‘‘Final Order’’ means the order of the Court approving the Arrangement pursuant to Section 193(9) of the ABCA,as such order may be affirmed, amended or modified by the Court (with the consent of both NPR and True



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North, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal iswithdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both NPRand True North, each acting reasonably) on appeal;

‘‘FFO’’ means funds from operations;

‘‘GAAP’’ means IFRS issued by the International Accounting Standards Board, and as adopted by the CanadianInstitute of Chartered Accountants, as amended from time to time;

‘‘GC&N Committee’’ means the NPR Board’s Governance, Compensation and Nomination Committee, currentlycomprised of Dennis Patterson, Kevin Grayston and Scott Thon;

‘‘Governmental Entity’’ means: (i) any entity exercising executive, legislative, judicial, regulatory or administrativefunctions of or pertaining to government; (ii) any multinational or supranational body or organization, nation,state, province, county, territory, municipality, government, quasi-government, administrative, judicial orregulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any politicalsubdivision thereof, or any central bank (or similar monetary or regulatory authority) or taxing authority thereof,or any ministry or department or agency of any of the foregoing; and (iii) any self-regulatory organization orstock exchange, including, without limitation, the Exchange;

‘‘IFRS’’ means International Financial Reporting Standards;

‘‘IMH’’ means, on August 10, 2015 IMH Pool VI LP, IMH Pool VII LP, IMH Pool IX LP and IMH PoolIX-A LP and, on the Effective Date following certain transactional steps, means IMH Pool VI-ALP, IMH PoolVII-A LP and IMH Pool IX-BLP;

‘‘IMH Conditional Purchase Agreement’’ means the conditional purchase and sale agreement dated August 10,2015 between NPR LP, and IMH in respect of the purchase and sale of the IMH Portfolio;

‘‘IMH Portfolio’’ means the properties identified in the IMH Conditional Purchase Agreement;

‘‘Incentive Fee’’ means $9.8 million payable pursuant to the True North Asset Management Agreement betweenStarlight and True North effective as of January 1, 2013;

‘‘Initial Pipeline Fee’’ means $2.9 million, payable pursuant to the Transitional Service Agreement;

‘‘Institutional Portfolio’’ means, collectively, the Starlight Portfolio and the IMH Portfolio;

‘‘Interim Order’’ means the interim order of the Court concerning the Arrangement under Section 193(4) of theABCA, as such order may be amended by the Court (with the consent of both NPR and True North, each actingreasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn ordenied, as affirmed or as amended (provided that any such amendment is acceptable to both NPR and TrueNorth, each acting reasonably) on appeal;

‘‘Intermediary’’ means the intermediary that beneficial NPR Voting Unitholders deal with in respect of theirNPR Units;

‘‘IP Transfer Agreement’’ means the intellectual property transfer agreement to be entered into between NPRand Starlight;

‘‘Kingsdale’’ means Kingsdale Shareholder Services, NPR’s proxy solicitation agent;

‘‘Laws’’ means any international, federal, provincial, state, territorial, municipal and local laws, treaties, statutes,ordinances, judgments, decrees, injunctions, writs, certificates and orders, notices, by-laws, rules, regulations,ordinances, policies, directives or other requirements of any Governmental Entity and the term ‘‘applicable’’with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicableto such person or its business, undertaking, property or securities and emanate from a person having jurisdictionover the person or persons or its or their business, undertaking, property or securities;



C-5

‘‘Lock-Up Date’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — Amended andRestated Exchange Agreement — Lock-up Obligations’’;

‘‘Market Significance Test’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon atthe Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — Amendedand Restated Exchange Agreement — Pre-emptive Rights’’;

‘‘Matching Period’’ has the meaning ascribed thereto under the heading ‘‘Summary of the Material TransactionAgreements — Amended and Restated Arrangement Agreement — Right to Match’’;

‘‘Material Adverse Effect’’ means, when used in connection with a person, any one or more changes, effects,events, occurrences or states of fact, either individually or in the aggregate, that has, or would reasonably beexpected to have, a material adverse effect on the financial condition, businesses, operations or results ofoperations of that person and its Subsidiaries taken as a whole, other than, individually or in the aggregate, anychange, effect, event, occurrence or state of facts:

(i) resulting from the announcement of the Amended and Restated Arrangement Agreement or theContemplated Transactions;

(ii) relating to general economic conditions or securities, financing, banking or capital markets generally inCanada or the United States;

(iii) relating to any changes in currency exchange rates, interest rates, inflation or commodity prices;

(iv) affecting the Canadian real estate industries in general;

(v) relating to a change in the market trading price or trading volume of securities of that person;

(vi) relating to any change in applicable generally accepted accounting principles, including GAAP;

(vii) relating to any adoption, proposal, implementation or change in Laws or any interpretation thereof byany Governmental Entity;

(viii) relating to any change in global, national or regional political conditions (including thecommencement, occurrence or continuation of any strike, riot, lockout, outbreak of illness, war, armedhostilities, act of terrorism or facility takeover for emergency purposes);

(ix) relating to any natural disaster or act of God;

(x) relating to failure in and of itself to meet any internal or public projections, forecasts, or estimates ofrevenue or earnings; or

(xi) resulting from compliance with the terms of the Amended and Restated Arrangement Agreement(other than any obligation to act in the ordinary course of business), or the Contemplated Transactionsincluding any change in the relationship of such person and its Subsidiaries with its employees, tenants,lenders, suppliers or contractual counter parties;

provided that the causes underlying such effect referred to in clause (v) and (x) may be taken into account whendetermining whether a Material Adverse Effect has occurred; and provided further, however, that such effectreferred to in clause (ii), (iv), (vi), (vii) or (viii) above does not have a materially disproportionate adverse effecton that person and its Subsidiaries, taken as a whole, compared to other entities of similar size operating in theindustry or country in which that person and its Subsidiaries operate;

‘‘material fact’’ and ‘‘material change’’ have the respective meanings ascribed thereto in the Securities Act;

‘‘Meeting’’ means the special meeting of NPR Voting Unitholders, including any adjournment or postponementof such special meeting in accordance with the terms of the Amended and Restated Arrangement Agreement, to



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be called to consider the NPR Resolutions and for any other purpose as may be set out in the NPR Circular andagreed to in writing by NPR and True North, acting reasonably;

‘‘Meeting Materials’’ means the Notice of Meeting, Circular and Proxy;

‘‘MI 61-101’’ means Multilateral Instrument 61-101 — Protection of Minority Security Holders in SpecialTransactions of the securities regulatory authorities of Ontario and Quebec;

‘‘New Sourced Properties’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon atthe Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — TransitionalService Agreement’’;

‘‘No-Action Letter’’ means one or more written letters from the Commissioner advising that he does not, at suchtime, intend to make an application under Section 92 of the Competition Act in respect of the transactionscontemplated by the Amended and Restated Arrangement Agreement;

‘‘NOBO’’ means non-objecting beneficial owner;

‘‘NOI’’ means net operating income and is calculated as revenue less direct operating costs, including utilities,property taxes, insurance, cleaning, repairs and maintenance;

‘‘Nominees’’ means the two nominees of Starlight for appointment to the NPR Board pursuant to the Amendedand Restated Exchange Agreement;

‘‘Non-Registered NPR Unitholders’’ means those NPR Unitholders that hold NPR Units in an account in thename of a nominee (i.e., a bank, trust company, securities broker or other nominee);

‘‘Northview’’ means NPR post-Contemplated Transactions, as renamed Northview Apartment Real EstateInvestment Trust;

‘‘Notice of Meeting’’ means the notice of meeting accompanying the Circular calling the Meeting;

‘‘Notifiable Transaction’’ means a transaction requiring pre-merger notification under the Competition Act ifcertain size of parties and size of transaction thresholds are exceeded;

‘‘NPR’’ means Northern Property Real Estate Investment Trust, an unincorporated open-ended real estateinvestment trust created by the NPR Declaration of Trust and governed by the laws of the Province of Alberta;

‘‘NPR Annual Information Form’’ means NPR’s annual information form for the financial year endedDecember 31, 2014, dated March 20, 2015;

‘‘NPR Board’’ means the board of trustees of NPR;

‘‘NPR Board Recommendation’’ means the determination of the NPR Board, after consultation with its legal andfinancial advisors, that the Contemplated Transactions are in the best interests of NPR and the recommendationof the NPR Board to NPR Unitholders that they vote in favour of the NPR Resolutions;

‘‘NPR Breach’’ means a breach as set out in Section 8.1(d)(iv) of the Amended and Restated ArrangementAgreement;

‘‘NPR Bridge Facility’’ means the $350 million senior secured non-revolving term loan facility to be provided toNPR by an affiliate of Scotiabank and the Canadian Imperial Bank of Commerce on or about theEffective Time;

‘‘NPR Buildings’’ means, collectively, the buildings, fixtures, equipment and other improvements situate on theNPR Lands, excluding any and all buildings, fixtures, equipment and other items of tangible personal propertyof NPR Tenants;

‘‘NPR 2015 Capital Expenditure Budget’’ means the 2015 budget for capital expenditures;



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‘‘NPR Change in Recommendation’’ means where the NPR Board (or any committee thereof) fails to recommendor withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify or qualify), in amanner adverse to True North, the NPR Board Recommendation, or fails to reaffirm the NPR BoardRecommendation within five Business Days (and in any case prior to the Meeting) after having been requestedin writing by True North (acting reasonably) to do so;

‘‘NPR Class B LP Units’’ means class B limited partnership units of NPR LP;

‘‘NPR Credit Facility’’ means the credit facility of NPR;

‘‘NPR Declaration of Trust’’ means the seventh amended and restated declaration of trust of NPR datedMay 13, 2014;

‘‘NPR Failed Resolution’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — Amended andRestated Arrangement Agreement — Termination’’;

‘‘NPR GP’’ means NPR GP Inc., a corporation formed under the laws of the Province of Alberta that is the generalpartner of NPR LP;

‘‘NPR Lands’’ means the properties owned by NPR;

‘‘NPR Locked-Up Unitholders’’ means the trustees and officers of NPR who own, or exercise control or directionover, NPR Units;

‘‘NPR Lock-Up Agreements’’ means the lock-up agreements dated August 10, 2015 and made between True Northand the NPR Locked-Up Unitholders;

‘‘NPR LP’’ means NPR Limited Partnership, a limited partnership formed pursuant to the laws of the Provinceof Alberta;

‘‘NPR Material Contracts’’ means the Conditional Purchase Agreements and any other Contract (other than theNPR Declaration of Trust): (a) that if terminated or modified or if it ceased to be in effect, would reasonably beexpected to have a Material Adverse Effect in respect of NPR; (b) under which NPR or any NPR Subsidiary hasdirectly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary courseendorsements for collection) in excess of $10 million in aggregate; (c) relating to indebtedness for borrowedmoney in excess of $10 million whether incurred, assumed, guaranteed or secured by any asset; (d) providing forthe establishment, investment in, organization or formation of any joint ventures or partnerships with any thirdparty; (e) under which NPR or any NPR Subsidiary is obligated to make or expects to receive payments in excessof $5 million over the remaining term of such Contract, except for Existing NPR Leases; (f) except for ordinarycourse restrictions set forth in the Existing NPR Leases, that limits or restricts NPR or any NPR Subsidiary inany material respect from engaging in any line of business or from carrying on business in any geographic area orthat creates an exclusive dealing arrangement or right of first offer or refusal; or (g) that is a collectivebargaining agreement, a labour union contract or any other memorandum of understanding or other agreementwith a union representing the employees of NPR or any NPR Subsidiary;

‘‘NPR Meeting Date Expiry’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon atthe Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — Amendedand Restated Arrangement Agreement — Termination’’;

‘‘NPR Ordinary Units’’ means the participating trust voting units of NPR;

‘‘NPR Permitted Encumbrances’’ means, as of any particular time and in respect of any NPR Property, each of thefollowing Encumbrances:

(i) any subsisting restrictions, exceptions, reservations, limitations, provisos and conditions (including,without limitation, royalties, reservation of mines, mineral rights and timber rights, access to navigable



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waters and similar rights) expressed in any original grants from the Crown and statutory exceptionsto title;

(ii) restrictive covenants, private deed restrictions, and other similar land use control agreements that donot materially impair the current value, use and operation or marketability of such property;

(iii) unregistered, undetermined or inchoate construction or mechanic’s liens, legal hypothecs or prioritiesand charges incidental to construction of improvements on the property, a claim for which shall not atthe time have been registered against the property and of which notice in writing shall not at the timehave been given to NPR or any NPR Subsidiary pursuant to the applicable provincial construction orbuilder’s lien legislation;

(iv) any registered liens relating to work done for or for the benefit of a tenant of the property so long as:

(A) neither NPR nor any NPR Subsidiary has assumed responsibility for such lien; and

(B) either NPR or a NPR Subsidiary is taking all reasonable steps and proceedings to cause any suchlien to be discharged or vacated from the property;

(v) permits, reservations, covenants, servitudes, watercourse, rights of water, rights of access or userlicenses, easements, rights-of-way and rights in the nature of easements (including, without in any waylimiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature ofeasements for railways, sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and watermains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) infavour of any Governmental Entity or utility company in connection with the development, servicing,use or operation of the property, which do not materially impair the current value, use and operationor marketability of the property;

(vi) permits, reservations, covenants, servitudes, rights of access or user licenses, easements, rights-of-wayand rights in the nature of easements in favour of any person, in each case registered on title to theproperty, which do not in the aggregate materially and adversely affect the marketability, value or theuse of the property;

(vii) any encroachments, title defects or irregularities existing as of the Effective Time which do not in theaggregate materially and adversely affect the marketability, use or value of the property;

(viii) any matters disclosed by a survey (or certificate of location) of the property provided such matters donot in the aggregate materially and adversely affect the marketability, use or value of the property;

(ix) registered development agreements, subdivision agreements, site plan control agreements, servicingagreements and other similar agreements with any Governmental Entity or utility company affectingthe development, servicing, use or operation of the property, provided the owner is in compliance, orany non-compliance does not in the aggregate materially and adversely affect the value, marketabilityor use of the property;

(x) registered cost sharing, servicing, reciprocal or other similar agreements relating to the use and/oroperation of the property, provided the owner is in compliance, or any non-compliance does not in theaggregate materially and adversely affect the value, marketability or use of the property;

(xi) municipal zoning, land use and building restrictions, by-laws, regulations and ordinances of federal,provincial, municipal or other Governmental Entities, including municipal by-laws and regulations,airport zoning regulations, restrictive covenants and other land use limitations, public or private,by-laws and regulations and other restrictions as to the use of the property so long as same have beencomplied with in all material respects or such non-compliance does not materially impair the currentvalue and operation or marketability of the property;

(xii) the Existing NPR Mortgages/charges and related security;



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(xiii) the NPR Bridge Facility and related security;

(xiv) security interests granted in connection with the leasing or financing of personal property and similartransactions (including renewals of existing leases of personal property) in the ordinary course ofbusiness to secure the unpaid purchase price or lease cost of such personal property, provided that(A) the personal property leased is readily replaceable without material interference or interruption tothe operation of the property taken as a whole, and (B) such lease is secured only by the personalproperty leased therein;

(xv) existing leases, charges of existing leases and all new leases and renewals, extensions, modifications,restatements and replacements thereof entered into subsequent to the date of the Amended andRestated Arrangement Agreement in compliance with the terms of the Amended and RestatedArrangement Agreement;

(xvi) servicing agreements and contracts for services to the property entered into in the ordinary course ofbusiness on arm’s length terms and conditions; and

(xvii) the exceptions and qualifications contained in Section 44(1) of the Ontario Titles Act (other thanparagraphs 1, 2, 3, 5, 6, 11, 12 and 14) or similar exceptions and qualifications contained in similarlegislation in which province such property is located;

‘‘NPR Properties’’ means the NPR Lands, the NPR Buildings and the NPR Tangible Personal Property;

‘‘NPR Resolutions’’ means the Transaction Resolution and the Trustee Resolution;

‘‘NPR Special Voting Unitholders’’ means holders of NPR Special Voting Units;

‘‘NPR Special Voting Units’’ means the voting non-participating trust units issued in association with the NPRClass B LP Units;

‘‘NPR Subsidiaries’’ means the Subsidiaries of NPR;

‘‘NPR Tangible Personal Property’’ means all machinery, equipment, tools, furniture, office equipment, computerhardware, supplies, spare parts, vehicles and other items of tangible personal property of every kind owned orleased by NPR or a NPR Subsidiary or used in the NPR Lands or NPR Buildings or in their respectivebusinesses (wherever located and whether or not carried on the books of NPR or a NPR Subsidiary), togetherwith (i) all replacements thereof, additions and alterations thereto, and substitutions therefor, made betweenAugust 10, 2015 and the Effective Time and (ii) any express or implied warranty by the manufacturers or sellersor lessors of any item or component part thereof and all maintenance records and other documents relatingthereto;

‘‘NPR Tenants’’ means all persons having a right to occupy any rentable area of a NPR Building pursuant to anExisting NPR Lease; and ‘‘NPR Tenant’’ means any one of the NPR Tenants;

‘‘NPR Unitholder Approval’’ means the requisite approval of the NPR Resolutions by a majority of the votesattached to the NPR Units held by NPR Unitholders and NPR Special Voting Unitholders present in person orrepresented by proxy at the NPR Unitholder Meeting, excluding for this purpose those votes (if any) attached toany NPR Ordinary Units and NPR Special Units held by persons where such votes are required to be excludedin accordance with Applicable Securities Laws;

‘‘NPR Unitholder Rights Plan’’ means the rights plan agreement dated as of May 13, 2014 entered into betweenNPR and Computershare, as rights agent, as modified or amended, or as superseded by any replacementunitholder rights plan;

‘‘NPR Unitholders’’ means holders of NPR Ordinary Units from time to time;

‘‘NPR Units’’ means the NPR Ordinary Units and the NPR Special Voting Units;

‘‘NPR Voting Unitholders’’ means the NPR Unitholders and NPR Special Voting Unitholders;



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‘‘OBO’’ means objecting beneficial owner;

‘‘Ontario Titles Act’’ means the Land Titles Act (Ontario);

‘‘ordinary course of business’’, when used in relation to the taking of any action by a person, means that the action:

(i) is consistent in nature, scope and magnitude with the past practices of the person and is taken in theordinary course of normal day-to-day operations of the person;

(ii) is similar in nature, scope and magnitude to actions customarily taken in the ordinary course of thenormal day-to-day operations of other persons that are in the same industries as the person; and

(iii) does not require the authorization of the securityholders of the person or any other separate or specialauthorization of any nature other than normal authorizations of Governmental Entities;

‘‘Outside Date’’ means December 15, 2015 or such later date as NPR and True North may agree in writing;

‘‘Outside Date Expiry’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of Material Transaction Agreements — Amended andRestated Arrangement Agreement — Termination’’;

‘‘PABE’’ means Pretium Anderson Building Engineers;

‘‘Participating Interests’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of Material Transaction Agreements — Amended andRestated Exchange Agreement — Pre-emptive Rights:’’;

‘‘Partnership’’ means any partnership established and controlled by NPR currently or from time to time,including NPR LP, and after the Effective Time New1 LP, New2 LP, N67 LP, N67 Ontario LP, N9 LP, TrueNorth LP, Rocky LP, Blue LP, TN4 LP, TN5 LP and TN6 LP, and ‘‘Partnership’’ means any one of the foregoing;

‘‘Permitted NPR Distributions’’ means (i) regular monthly distributions to NPR Unitholders made in conformityand consistency in all respects with NPR’s monthly distribution policies in effect as at August 10, 2015, includingdeclaration, record and payment dates for determination of NPR Unitholders entitled to such distributions,made in respect of all months ending prior to the month in which the Effective Date occurs, but not to exceed$0.1358 per NPR Unit per month; and (ii) a portion of such regular monthly distribution described as aforesaidpro rata in respect of the number of days that have elapsed in the month in which the Effective Date occurs, butnot to exceed $0.1358 per NPR Unit per month;

‘‘Permitted True North Distributions’’ means (i) regular monthly distributions to True North Unitholders made inconformity and consistency in all respects with True North’s monthly distribution policies in effect as atAugust 10, 2015, including declaration, record and payment dates for determination of True North Unitholdersentitled to such distributions, made in respect of all months ending prior to the month in which the EffectiveDate occurs, but not to exceed $0.05825 per True North Unit per month; (ii) a portion of such regular monthlydistribution described as aforesaid pro rata in respect of the number of days that have elapsed in the month inwhich the Effective Date occurs, but not to exceed $0.05825 per True North Unit per month; and (iii) thosedistributions to True North Unitholders under the True North DRIP made prior to the Effective Time;

‘‘person’’ includes an individual, general partnership, limited partnership, corporation, company, limited liabilitycompany, body corporate, joint venture, unincorporated organization, other form of business organization, trust,trustee, executor, administrator or other legal representative, government (including any Governmental Entity)or any other entity, whether or not having legal status;

‘‘Plan of Arrangement’’ means the plan of arrangement attached as Schedule ‘‘A’’ to the Amended and RestatedArrangement Agreement, and any amendments or variations thereto;

‘‘Portfolio Acquisition’’ means in respect of (i) the Starlight Portfolio, the sale to and purchase by NPR of theStarlight Portfolio pursuant to the terms of Starlight Conditional Purchase Agreement; and (ii) the IMH



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Portfolio, the sale to and purchase by NPR of the IMH Portfolio pursuant to the terms of the IMH ConditionalPurchase Agreement;

‘‘Primary Term’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — TransitionalService Agreement — Term’’;

‘‘Proxy’’ means the form of proxy to be used at the Meeting;

‘‘PSP Investments’’ means Public Sector Pension Investment Board;

‘‘Receiving Party’’ means the party that receives an Acquisition Proposal that constitutes a Superior Proposal;

‘‘Redeemable Units’’ means the limited partnership agreement of each of the True North Partnerships shall beamended to create a new class of limited partnership units that will be redeemable, at the option of the holder,for such number of aggregate NPR Ordinary Units that is equal to the product obtained by multiplying thenumber of True North Partnerships class B units held by each such holder at the Effective Time, as applicable,by 0.3908;

‘‘Registrar’’ means the Registrar of Corporations for the Province of Alberta duly appointed under the ABCA;

‘‘Regulations’’ means the Tax Act and the regulations thereunder;

‘‘REIT’’ means real estate investment trust;

‘‘REIT Exception’’ means an exemption whereby the SIFT Rules do not apply in a taxation year to a trust thatqualifies as a ‘‘real estate investment trust’’ for the year;

‘‘Renewal Term’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Upon at theMeeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — TransitionalService Agreement — Term’’;

‘‘Representative’’ means, in respect of a person: (i) its Subsidiaries; and (ii) each of its and its Subsidiaries’respective directors, trustees, officers, employees, agents and other representatives (including any financial, legalor other advisors);

‘‘Retention Pool’’ means the discretionary retention bonus pool established by True North for its officers in theamount of $200,000;

‘‘Rocky LP’’ means Rocky (2013) Limited Partnership, a limited partnership formed under the laws of theProvince of Ontario;

‘‘Salman’’ means Salman Partners Inc.;

‘‘Salman Engagement’’ means the engagement letter dated June 25, 2015 between NPR and Salman;

‘‘Salman Fairness Opinion’’ means the fairness opinion of Salman provided to NPR, in the form attached asSchedule ‘‘E’’;

‘‘Scotiabank’’ means Scotia Capital Inc.;

‘‘Scotiabank Engagement’’ means the engagement letter dated August 9, 2015 between NPR and Scotiabank;

‘‘Scotiabank Fairness Opinion’’ means the fairness opinion of Scotiabank provided to NPR, in the form attachedas Schedule ‘‘D’’;

‘‘Securities Act’’ means the Securities Act (Ontario), as amended, and the regulations thereunder;

‘‘Service Area’’ means Ontario, Quebec, Nova Scotia and New Brunswick;

‘‘Service Properties’’ means the properties owned by NPR in the Service Area as of the Effective Time;



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‘‘SIFT Rules’’ means the rules in the Tax Act which effectively tax certain income of a publicly traded trust orpartnership that is distributed to its investors on the same basis as would have applied had the income beenearned through a taxable corporation and distributed by way of dividend to its shareholders;

‘‘Starlight’’ means Starlight Investments Ltd., a corporation incorporated under the laws of the Provinceof Ontario;

‘‘Starlight Conditional Purchase Agreement’’ means the conditional purchase and sale agreement datedAugust 10, 2015 among NPR, Red-Starlight LP and D.D. Acquisitions Partnership in respect of the purchaseand sale of the Starlight Portfolio;

‘‘Starlight Portfolio’’ means the properties identified in the Starlight Conditional Purchase Agreement;

‘‘Starlight Securities’’ means the NPR Units or Class B LP Units held by Starlight or any of its Affiliates;

‘‘Subsidiary’’ means, with respect to a person, any body corporate of which more than 50% of the outstandingshares or units ordinarily entitled to elect a majority of the board of directors or trustees thereof (whether or notunits or shares of any other class or classes shall or might be entitled to vote upon the happening of any event orcontingency) are at the time owned or over which voting control or direction is exercised, directly or indirectly,by such person and shall include anybody corporate, partnership, trust, joint venture or other entity over whichsuch person exercises direction or control or which is in a like relation to a Subsidiary;

‘‘Superior Proposal’’ means a bona fide unsolicited Acquisition Proposal that:

(i) did not result from a breach of any agreement between any one or more of the persons making suchAcquisition Proposal and its affiliates, on the one hand, and NPR or True North, as applicable, on theother hand, or a breach of the non-solicitation, Acquisition Proposal or Superior Proposal provisions ofthe Amended and Restated Arrangement Agreement;

(ii) is made in writing after the date of the Amended and Restated Arrangement Agreement (and may notinclude any variation or other amendment of any Acquisition Proposal made prior to August 10, 2015);

(iii) relates to an acquisition of 100% of the NPR Ordinary Units and NPR Special Voting Units or TrueNorth Ordinary Units and True North Special Voting Units, as applicable, or substantially all of theconsolidated assets of NPR or True North, as applicable, and their respective Subsidiaries;

(iv) if it relates to the acquisition of outstanding units, is made available to all holders of such units (and therelated special voting units) on the same terms and conditions; provided, however, that employees mayenter into new employment arrangements or hold securities of the person making the AcquisitionProposal, conditional on such acquisition;

(v) is not subject to any due diligence condition, access condition or financing condition; and

(vi) the NPR Board or True North Board, as applicable, has determined in good faith (after consultationwith its financial advisors and outside legal counsel) (A) is reasonably capable of being completed inaccordance with its terms without undue delay taking into account all legal, financial, regulatory andother aspects of such Acquisition Proposal, (B) would, if consummated in accordance with its terms(but not assuming away any risk of non-completion), result in a transaction more favourable from afinancial point of view to True North Unitholders or NPR Unitholders, as applicable, than theAmended and Restated Arrangement Agreement, taking into consideration any adjustment to theterms and conditions of the Amended and Restated Arrangement Agreement proposed by NPR orTrue North, as applicable, (C) in respect of which any required financing to complete such AcquisitionProposal has been demonstrated to be available, and (D) the failure by the NPR Board or True NorthBoard, as applicable, to recommend the Acquisition Proposal would be inconsistent with such board’sduties under applicable Law;



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‘‘Superior Proposal Notice’’ means a written notice from the Receiving Party’s board regarding the value andfinancial terms that the board of trustees, in consultation with its financial advisors, has determined should beascribed to any non-cash consideration offered under such Acquisition Proposal;

‘‘Supplementary Information’’ means a request for additional information that is relevant to the Commissioner’sassessment of the transaction pursuant to subsection 114(2) of the Competition Act;

‘‘Swaps’’ means any transaction which is a rate swap transaction, basis swap, forward rate transaction,commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option,interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currencyswap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futurescontract or any other similar transaction (including any option with respect to any of these transactions or anycombination of these transactions);

‘‘Swing Line’’ means NPR’s revolving line of credit;

‘‘Syndicated Credit Line’’ means NPR’s revolving operating facility;

‘‘Tax’’ or ‘‘Taxes’’ means all taxes, however denominated, including any interest, penalties or other additions thatmay become payable in respect thereof, imposed by any federal, provincial, territorial, state, local or foreigngovernment or any agency or political subdivision of any such government, which taxes shall include, withoutlimiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal incometaxes and provincial income taxes), payroll and employee withholding taxes, unemployment insurance, socialinsurance taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, businesslicense taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfertaxes, capital taxes, workers compensation and other governmental charges;

‘‘Tax Act’’ means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended;

‘‘Tax Proposals’’ means all specific proposals to amend the Tax Act and the Regulations publicly announced by oron behalf of the Minister of Finance (Canada) prior to the date hereof;

‘‘Tax Returns’’ means all returns, reports, declarations, elections, notices, filings, information returns, andstatements in respect of Taxes, including all amendments, schedules, attachments or supplements thereto andwhether in tangible or electronic form;

‘‘Termination Amount’’ means $2.3 million;

‘‘Termination Fee’’ means $10.5 million;

‘‘TN4 LP’’ means TN4 Limited Partnership, a limited partnership formed under the laws of the Provinceof Ontario;



‘‘Transaction Agreements’’ means the Amended and Restated Arrangement Agreement, the ConditionalPurchase Agreements, the Amended and Restated Exchange Agreement, the Transitional Service Agreement,the True North Lock-up Agreements and the NPR Lock-up Agreements;

‘‘Transaction Resolution’’ means the ordinary resolution of NPR Voting Unitholders approving the issuance of upto 21,636,506 NPR Units (including NPR Ordinary Units issuable on exchange of Class B LP Units issuedpursuant to the Contemplated Transactions and the NPR Special Voting Units attached thereto) pursuant to theContemplated Transactions, in the form attached as Schedule ‘‘A’’;



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‘‘Transitional Service Agreement’’ means the transitional service agreement to be entered into between NPR andStarlight as of the Effective Date;

‘‘True North’’ means True North Real Estate Investment Trust, an unincorporated open-ended real estateinvestment trust created by the True North Declaration of Trust and governed by the laws of the Provinceof Ontario;

‘‘True North 2015 Capital Expenditure Budget’’ means the 2015 budget for capital expenditures posted by TrueNorth to the True North data room;

‘‘True North Annual Information Form’’ means True North’s annual information form for the year endedDecember 31, 2014, dated March 31, 2015;

‘‘True North Asset Management Agreement’’ means the amended and restated asset management agreementeffective as of January 1, 2013 between Starlight and True North;

‘‘True North Board’’ means the board of trustees of True North;

‘‘True North Board Recommendation’’ means the determination of the True North Board, after consultation withits legal and financial advisors and following the receipt and review of a recommendation from the True NorthIndependent Committee, that the Contemplated Transactions are in the best interests of True North and therecommendation of the True North Board to True North Unitholders that they vote in favour of theArrangement Resolution;

‘‘True North Breach’’ means a breach as set out in Section 8.1(c)(v) of the Amended and Restated ArrangementAgreement;

‘‘True North Buildings’’ means, collectively, the buildings, fixtures, equipment and other improvements situate onthe True North Lands, excluding any and all buildings, fixtures, equipment and other items of tangible personalproperty of True North Tenants;

‘‘True North Change in Recommendation’’ means where the True North Board (or any committee thereof) fails torecommend or withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify orqualify), in a manner adverse to NPR, the True North Board Recommendation, or fails to reaffirm the TrueNorth Board Recommendation within five Business Days (and in any case prior to the True North UnitholderMeeting) after having been requested in writing by NPR (acting reasonably) to do so;

‘‘True North Class B LP Units’’ means collectively, the Class B limited partnership units in the capital of each ofthe True North Partnerships;

‘‘True North Credit Facility’’ means the credit facility of True North;

‘‘True North Debenture Indenture’’ means the trust indenture dated June 16, 2014 between True North and theTrue North Debenture Trustee governing the terms and conditions of the True North Debentures;

‘‘True North Debentures’’ means the 5.75% extendible convertible unsecured subordinated debentures of TrueNorth issued in an initial aggregate principal amount of $23 million in June 2014 and due on June 30, 2019;

‘‘True North Debenture Supplemental Indenture’’ means a supplemental indenture or supplemental indentures,as applicable, in form and content satisfactory to each of True North, NPR and the True North DebentureTrustee, acting reasonably, to be entered into by True North, NPR and the True North Debenture Trustee toevidence the succession of NPR as the successor pursuant to and in accordance with the terms of the True NorthDebenture Indenture;

‘‘True North Debenture Trustee’’ means Equity Financial Trust Company of Canada;

‘‘True North Declaration of Trust’’ means the third amended and restated declaration of trust of True North datedJune 26, 2014;



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‘‘True North Deferred Unit Plan’’ means the deferred unit plan of True North dated as of January 1, 2015;

‘‘True North Deferred Units’’ means the deferred units issued under and subject to the True North DeferredUnit Plan;

‘‘True North DRIP’’ means the unitholder distribution reinvestment plan of True North dated as of July 18, 2012,as may be amended, supplemented or amended and restated from time to time and includes any document,instrument or agreement in substitution or replacement thereof;

‘‘True North Failed Resolution’’ has the meaning set out under the heading ‘‘Particulars of Matters to be Acted Uponat the Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements — Amendedand Restated Arrangement Agreement — Termination’’;

‘‘True North GP’’ means True North General Partner Corp., a corporation incorporated under the laws of theProvince of Ontario that is the general partner of True North LP;

‘‘True North Independent Committee’’ means the independent committee of the True North Board;

‘‘True North Lands’’ means the properties owned by True North;

‘‘True North Locked-Up Unitholders’’ means the Drimmer Related Entities and the trustees and officers of TrueNorth who own, or exercise control or direction over, True North Units;

‘‘True North Lock-Up Agreements’’ means the lock-up agreements dated August 10, 2015 and made between NPRand the True North Locked-Up Unitholders;

‘‘True North LP’’ means True North Limited Partnership, a limited partnership formed under the laws of theProvince of Ontario;

‘‘True North Material Contract’’ means the True North asset management agreement, the exchange agreementand any other Contract (other than the True North Declaration of Trust): (a) that if terminated or modified or ifit ceased to be in effect, would reasonably be expected to have a Material Adverse Effect in respect of TrueNorth; (b) under which True North or any True North Subsidiary has directly or indirectly guaranteed anyliabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of$10 million in aggregate; (c) relating to indebtedness for borrowed money in excess of $10 million whetherincurred, assumed, guaranteed or secured by any asset; (d) providing for the establishment, investment in,organization or formation of any joint ventures or partnerships with any third party; (e) under which True Northor any True North Subsidiary is obligated to make or expects to receive payments in excess of $5 million over theremaining term of such Contract, except for Existing True North Leases; (f) except for ordinary courserestrictions set forth in the Existing True North Leases, that limits or restricts True North or any True NorthSubsidiary in any material respect from engaging in any line of business or from carrying on business in anygeographic area or that creates an exclusive dealing arrangement or right of first offer or refusal; or (g) that is acollective bargaining agreement, a labour union contract or any other memorandum of understanding or otheragreement with a union representing the employees of True North or any True North Subsidiary;

‘‘True North Meeting’’ means the special meeting of True North Unitholders, including any adjournment orpostponement of such special meeting in accordance with the terms of the Amended and Restated ArrangementAgreement;

‘‘True North Meeting Date Expiry’’ has the meaning set out under the heading ‘‘Particulars of Matters to be ActedUpon at the Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements —Amended and Restated Arrangement Agreement — Termination’’;

‘‘True North Ordinary Unitholders’’ means the holders of True North Ordinary Units;

‘‘True North Ordinary Units’’ means the voting participating trust units of True North;



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‘‘True North Partnerships’’ means collectively, Blue-Starlight LP, True North LP, Rocky LP, TN4 LP, TN5 LP, andTN6 LP;

‘‘True North Permitted Encumbrances’’ means, as of any particular time and in respect of any Property, each ofthe following Encumbrances:

(i) any subsisting restrictions, exceptions, reservations, limitations, provisos and conditions (including,without limitation, royalties, reservation of mines, mineral rights and timber rights, access to navigablewaters and similar rights) expressed in any original grants from the Crown and statutory exemptionsto title;

(ii) restrictive covenants, private deed restrictions, and other similar land use control agreements that donot materially impair the current value, use and operation or marketability of such property;

(iii) unregistered, undetermined or inchoate construction or mechanic’s liens, legal hypothecs or prioritiesand charges incidental to construction of improvements on the property, a claim for which shall not atthe time have been registered against the property and of which notice in writing shall not at the timehave been given to True North or any True North Subsidiary pursuant to the applicable provincialconstruction or builder’s lien legislation;

(iv) any registered liens relating to work done for or for the benefit of a tenant of the property so long as:

(A) neither True North nor any True North Subsidiary has not assumed responsibility for suchlien; and

(B) either True North or a True North Subsidiary is taking all reasonable steps and proceedings tocause any such lien to be discharged or vacated from the property;

(v) permits, reservations, covenants, servitudes, watercourse, rights of water, rights of access or userlicenses, easements, rights-of-way and rights in the nature of easements (including, without in any waylimiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature ofeasements for railways, sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and watermains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) infavour of any Governmental Entity or utility company in connection with the development, servicing,use or operation of the property, which do not materially impair the current value, use and operationor marketability of the property;

(vi) permits, reservations, covenants, servitudes, rights of access or user licenses, easements, rights-of-wayand rights in the nature of easements in favour of any person, in each case registered on title to theproperty, which do not in the aggregate materially and adversely affect the marketability, value or theuse of the property;

(vii) any encroachments, title defects or irregularities existing as of the Effective Time which do not in theaggregate materially and adversely affect the marketability, use or value of the property;

(viii) any matters disclosed by a survey (or certificate of location) of the property provided such matters donot in the aggregate materially and adversely affect the marketability, use or value of the property;

(ix) registered development agreements, subdivision agreements, site plan control agreements, servicingagreements and other similar agreements with any Governmental Entity or utility company affectingthe development, servicing, use or operation of the property; provided the owner is in compliance, orany non-compliance does not in the aggregate materially and adversely affect the value, marketabilityor use of the property;

(x) registered cost sharing, servicing, reciprocal or other similar agreements relating to the use and/oroperation of the property; provided the owner is in compliance, or any non-compliance does not in theaggregate materially and adversely affect the value, marketability or use of the property;



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(xi) municipal zoning, land use and building restrictions, by-laws, regulations and ordinances of federal,provincial, municipal or other Governmental Entities, including municipal by-laws and regulations,airport zoning regulations, restrictive covenants and other land use limitations, public or private,by-laws and regulations and other restrictions as to the use of the property so long as same have beencomplied with in all material respects or such non-compliance does not materially impair the currentvalue, use and operation or marketability of the property;

(xii) the Existing True North Mortgages/charges and related security;

(xiii) security interests granted in connection with the leasing or financing of personal property and similartransactions (including renewals of existing leases of personal property) in the ordinary course ofbusiness to secure the unpaid purchase price or lease cost of such personal property, provided that(A) the personal property leased is readily replaceable without material interference or interruption tothe operation of the property taken as a whole, and (B) such lease is secured only by the personalproperty leased therein;

(xiv) existing leases, charges of existing leases and all new leases and renewals, extensions, modifications,restatements and replacements thereof entered into subsequent to the date of the Amended andRestated Arrangement Agreement in compliance with the terms of the Amended and RestatedArrangement Agreement;

(xv) servicing agreements and contracts for services to the property entered into in the ordinary course ofbusiness on arm’s length terms and conditions; and

(xvi) the exceptions and qualifications contained in Section 44(1) of the Ontario Titles Act (other thanparagraphs 1, 2, 3, 5, 6, 11, 12 and 14) or similar exceptions and qualifications contained in similarlegislation in which province such property is located;

‘‘True North Properties’’ means the True North Lands, the True North Buildings and the True North TangiblePersonal Property;

‘‘True North RUR Plan’’ means the restricted unit rights plan of True North dated as of January 1, 2015;

‘‘True North RURs’’ means the restricted unit rights issued under and subject to the True North RUR Plan;

‘‘True North Special Voting Units’’ means the voting non-participating trust units issued in association with theTrue North Class B LP Units;

‘‘True North Subsidiaries’’ means the Subsidiaries of True North;

‘‘True North Tangible Personal Property’’ means all machinery, equipment, tools, furniture, office equipment,computer hardware, supplies, spare parts, vehicles and other items of tangible personal property of every kindowned or leased by True North or a True North Subsidiary or used in the True North Lands or True NorthBuildings or in their respective businesses (wherever located and whether or not carried on the books of TrueNorth or a True North Subsidiary), together with (i) all replacements thereof, additions and alterations thereto,and substitutions therefor, made between August 10, 2015 and the Effective Time and (ii) any express or impliedwarranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenancerecords and other documents relating thereto;

‘‘True North Tenants’’ means all persons having a right to occupy any rentable area of a True North Buildingpursuant to an Existing True North Lease; and ‘‘True North Tenant’’ means any one of the True North Tenants;

‘‘True North Unitholder Approval’’ means the requisite approval of the Arrangement Resolution by (i) two-thirdsof the votes attached to the True North Ordinary Units and True North Special Voting Units held by True NorthUnitholders and True North Special Voting Unitholders present in person or represented by proxy at the TrueNorth Unitholder Meeting, (ii) a majority of the votes attached to the True North Ordinary Units and TrueNorth Special Voting Units held by True North Unitholders and True North Special Voting Unitholders present



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in person or represented by proxy at the True North Unitholder Meeting excluding for this purpose votesattached to any True North Ordinary Units and True North Special Voting Units held by persons (if any) whosevotes are required to be excluded in accordance with the policies of the Exchange and (iii) a majority of thevotes attached to the True North Ordinary Units and True North Special Voting Units held by True NorthUnitholders and True North Special Voting Unitholders present in person or represented by proxy at the TrueNorth Unitholder Meeting excluding votes (if any) attached to True North Ordinary Units and True NorthSpecial Voting Units held by any persons required to be excluded pursuant to MI 61-101;

‘‘True North Unitholder Meeting’’ means the special meeting of True North Voting Unitholders, including anyadjournment or postponement thereof in accordance with the terms of the Amended and RestatedArrangement Agreement, to be called and held in accordance with the Interim Order to consider theArrangement Resolution;

‘‘True North Unitholders’’ means holders of True North Ordinary Units from time to time;

‘‘True North Unit Option Plan’’ means the True North unit option plan dated May 28, 2013, as amended;

‘‘True North Unit Options’’ means the unit options issued under and subject to the True North Unit Option Plan;

‘‘True North Units’’ means the True North Ordinary Units and the True North Special Voting Units;

‘‘True North Voting Unitholders’’ means the True North Unitholders and True North Special Voting Unitholders;

‘‘Trustee’’ means a trustee of NPR;

‘‘Trustee Resolution’’ means the resolution of NPR Voting Unitholders to set the number of Trustees at nine;

‘‘Unsatisfied Condition’’ has the meaning ascribed to it under the heading ‘‘Particulars of Matters to be Acted Uponat the Meeting — The Contemplated Transactions — Summary of the Material Transaction Agreements —Conditional Purchase Agreements — Termination’’.

‘‘Vendors’’ means (i) Starlight as the owner of the Starlight Portfolio and (ii) joint ventures formed by affiliatesof each of Starlight and PSP Investments as the owners of the IMH Portfolio; and

‘‘Voting Instruction Form’’ means the voting instruction form to be used in accordance with NPR Units.



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SCHEDULE ‘‘D’’

SCOTIABANK FAIRNESS OPINION

Scotia Capital Inc.Scotia Plaza40 King Street WestBox 4085, Station ‘‘A’’Toronto, OntarioCanada M5W 2X6

August 9, 2015

The Board of TrusteesNorthern Property Real Estate Investment Trust110, 6131 – 6th Street SECalgary, AlbertaT2H 1L9

To the Board of Trustees:

We understand that Northern Property Real Estate Investment Trust (‘‘NPR’’ or the ‘‘REIT’’) is proposingto enter into a series of transactions pursuant to which NPR would (i) acquire all of the assets of True NorthApartment Real Estate Investment Trust (‘‘True North’’) by way of a plan of arrangement (the ‘‘Arrangement’’),whereby unitholders of True North would receive 0.3908 of a trust unit (‘‘Trust Unit’’) of NPR for each TrueNorth trust unit held and class B limited partnership unitholders of True North would receive a class B limitedpartnership unit (‘‘Class B LP Unit’’), each exchangeable for 0.3908 Trust Units, in a wholly-owned subsidiary ofNPR for each True North class B limited partnership unit held, and (ii) acquire a portfolio of 33 multi-familyproperties (the ‘‘Institutional Portfolio’’) comprising 4,650 multi-family suites for total consideration of$535 million from Starlight Investments Ltd. (‘‘Starlight’’) and from joint ventures formed by affiliates ofStarlight and the Public Sector Pension Investment Board (‘‘PSP Investments’’) (the ‘‘Institutional PortfolioAcquisition’’, and together with the Arrangement, the ‘‘Proposed Transaction’’).

We understand that the Proposed Transaction will be effected by entering into the following agreements(the ‘‘Transaction Agreements’’) with, among others, True North, affiliates of PSP Investments and Starlight andtheir respective subsidiaries, the terms of which are more fully described in the management informationcircular (the ‘‘Circular’’) to be mailed to unitholders of NPR (‘‘Unitholders’’) in connection with a specialmeeting of Unitholders to be held to consider, and if deemed advisable, approve the Proposed Transaction. Thedefinitions of the agreements shall have the same meaning as set forth in the Circular:

(i) the Arrangement Agreement;

(ii) the IMH Purchase Agreement; and

(iii) the Starlight Purchase Agreement.

We understand that pursuant to the terms of the Transaction Agreements, the aggregate consideration to bepaid by NPR at closing (including transaction costs) will be approximately $1.4 billion (the ‘‘Consideration’’), tobe comprised of:

(iv) $292 million of Trust Units;

(v) $179 million of Class B LP Units;



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(vi) $358 million in cash; and

(vii) $585 million of assumed debt(1).

(1) Represents the face value of debt assumed

We further understand that:

(a) the completion of the Proposed Transaction will be subject to certain conditions as set out in theTransaction Agreements, including, among others, approval by at least two-thirds of the votes cast byunitholders of True North and a majority of the votes cast by unitholders excluding units controlled byMr. Daniel Drimmer and his affiliates in favour of the Arrangement at a special meeting of True Northunitholders as well as approval by a majority of the votes cast by Unitholders of NPR in favour of theissuance of the Trust Units to be issued pursuant to the Proposed Transaction at a special meeting ofNPR Unitholders;

(b) NPR is proposing to enter into voting and support agreements with certain executives and trustees ofTrue North pursuant to which such executives and trustees have agreed, in certain circumstances, tovote all units held by them (representing approximately 41.9% of the outstanding voting units) infavour of the Arrangement at the special meeting of True North unitholders;

(c) Following completion of the Proposed Transaction, NPR will change its name to Northview ApartmentReal Estate Investment Trust;

(d) Northview proposes to enter into a transitional service agreement with Starlight to provide certainservices in respect of the acquired properties in Ontario, Quebec, New Brunswick and NovaScotia; and

(e) Mr. Daniel Drimmer will receive rights to nominate two trustees to the Board of Northview.

Background and Engagement of Scotia Capital

Scotia Capital began working with NPR regarding a potential transaction with True North in March 2015,and was formally retained by the REIT on August 9, 2015 pursuant to an engagement letter (the ‘‘EngagementAgreement’’) to act as financial advisor to the REIT in connection with the Proposed Transaction. Pursuant tothe Engagement Agreement, the Board of Trustees has requested that Scotia Capital provide its opinion as tothe fairness or inadequacy of the Consideration to be paid by NPR pursuant to the Proposed Transaction, from afinancial point of view, to NPR Unitholders (the ‘‘Opinion’’). The terms of the Engagement Agreement providethat Scotia Capital is to be paid a fee for its services as financial advisor, including fees that are contingent onthe completion of the Proposed Transaction. In addition, Scotia Capital is to be reimbursed for its reasonableout-of-pocket expenses and to be indemnified in certain circumstances.

The Board of Trustees has not instructed Scotia Capital to prepare, and Scotia Capital has not prepared, aformal valuation of NPR, True North or the Institutional Portfolio or any of their respective securities or assets,and the Opinion should not be construed as such. Scotia Capital has, however, conducted such analyses as itconsidered necessary in the circumstances to prepare and deliver the Opinion.

Subject to the terms of the Engagement Agreement, Scotia Capital consents to the inclusion of the Opinionin its entirety and a summary thereof in the Circular and to the filing of the Opinion, as necessary, with thesecurities commissions, stock exchanges and other similar regulatory authorities in Canada.

Overview of NPR

NPR is primarily a multi-family residential real estate investor, providing a broad spectrum of rentalaccommodations across Canada. NPR focuses on communities with strong economic fundamentals wherecapitalization rates are generally higher and competition is somewhat restrained. NPR’s residential portfolio is



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comprised of a multi-family segment: apartments, town homes and single family rental units; and execusuitesand hotel where the rental period ranges from a few days to several months. NPR also has a portfolio ofcommercial buildings focused on government and quality corporate tenancies predominantly located in theNorthwest Territories, Nunavut, and Newfoundland and Labrador. Geographically, NPR operates in Alberta,British Columbia, Newfoundland and Labrador, the Northwest Territories, Nunavut, Quebec, andSaskatchewan. NPR is traded on the TSX under the ticker symbol: NPR.UN.

Overview of True North

True North is an unincorporated, open-ended real estate investment trust established under, and governedby, the laws of the Province of Ontario pursuant to the True North Declaration of Trust. True North wasestablished to own multi-suite residential rental properties across Canada, the United States and such otherjurisdictions where opportunities may arise, subject to the terms set out in the Declaration of Trust. True Northowns a portfolio of 83 residential properties comprising 8,908 multi-family suites located in the Provinces ofOntario, Quebec, Alberta, Nova Scotia and New Brunswick. True North is traded on the TSX under the tickersymbol: TN.UN.

Credentials of Scotia Capital

Scotia Capital represents the global corporate and investment banking and capital markets business ofScotiabank Group (‘‘Scotiabank’’), one of North America’s premier financial institutions. In Canada, ScotiaCapital is one of the country’s largest investment banking firms with operations in all facets of corporate andgovernment finance, mergers and acquisitions, equity and fixed income sales and trading and investmentresearch. Scotia Capital has participated in a significant number of transactions involving private and publiccompanies and has extensive experience in preparing fairness opinions.

The Opinion expressed herein represents the opinion of Scotia Capital as a firm. The form and content ofthe Opinion have been approved for release by a committee of directors and other professionals of ScotiaCapital, all of whom are experienced in merger, acquisition, divestiture, fairness opinion and valuation matters.

Relationships of Scotia Capital

Neither Scotia Capital nor any of its affiliates, is an insider, associate or affiliate (as those terms are definedin the Securities Act (Ontario)) of the REIT, True North, Starlight, PSP Investments or any of their respectiveassociates or affiliates (collectively, the ‘‘Interested Parties’’).

Scotia Capital is a lender to NPR in respect of its existing revolving operating facility and lead arranger onthe bridge facility in connection with the Proposed Transaction. Scotia Capital acted as co-manager on anoffering of extendible convertible unsecured subordinated debentures of True North which closed in June 2014.In addition, in 2014 and 2015, Scotia Capital acted as either co-bookrunner or co-manager on four equityofferings of issuers affiliated with Starlight. Previously, Scotia Capital was a lender to an entity owned jointly byStarlight and PSP Investments, but such loan has since been repaid.

Subject to the following, there are no understandings, agreements or commitments between Scotia Capitaland the Interested Parties with respect to any future business dealings. Pursuant to the Engagement Agreement,NPR has agreed to engage Scotia Capital as co-bookrunner on any public offering of equity or debt securities fora period of 18 months from the date of the Engagement Agreement. In addition, Scotia Capital may in thefuture provide, traditional banking, financial advisory or investment banking services to one or more of theInterested Parties.

Scotia Capital acts as a trader and dealer, both as principal and agent, in the financial markets in Canada,the United States and elsewhere and, as such, it and Scotiabank, may have had and may have positions in thesecurities of the Interested Parties from time to time and may have executed or may execute transactions onbehalf of such Interested Parties for which it receives compensation. As an investment dealer, Scotia Capital



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conducts research on securities and may, in the ordinary course of business, provide research reports andinvestment advice to its clients on investment matters, including with respect to one or more of the InterestedParties, or with respect to the Proposed Transaction.

Scope of Review

In preparing the Opinion, Scotia Capital has reviewed, considered and relied upon, without attempting toverify independently the completeness or accuracy thereof, among other things:

(a) a draft of the Arrangement Agreement dated August 8, 2015;

(b) a draft of the IMH Purchase Agreement dated July 14, 2015;

(c) a draft of the Starlight Purchase Agreement dated July 14, 2015;

(d) drafts of the voting and support agreements dated July 14, 2015;

(e) a draft of the Transitional Service Agreement dated July 16, 2015;

(f) a draft of the Amended and Restated Exchange Agreement dated July 17, 2015 between the REIT andcertain of its affiliates and True North and Starlight and certain of their respective affiliates;

(g) annual reports and audited financial statements of NPR and True North for the fiscal years ended 2013and 2014;

(h) the Notice of Annual Meeting of Shareholders and the Management Information Circular of NPR andTrue North for the fiscal years ended 2013 and 2014;

(i) annual information forms of NPR and True North for the fiscal years ended 2013 and 2014;

(j) unaudited quarterly reports of NPR and True North for the three-month period ended March 31, 2015;

(k) internal operating budgets of NPR and True North for the fiscal year ending 2015;

(l) True North’s May 25, 2015 press release announcing strategic transactions to unlock value and recyclecapital Into GTA properties;

(m) draft audited combined financial statements for the Institutional Portfolio for the fiscal year endedDecember 31, 2014;

(n) draft unaudited combined financial statements for the Institutional Portfolio for the three-monthperiod ended March 31, 2015;

(o) internal operating budgets for the properties comprising the Institutional Portfolio;

(p) appraisals prepared by CBRE Limited dated between February 2015 and May 2015 with respect toeach of the properties comprising the Institutional Portfolio;

(q) baseline property condition assessment reports prepared by Pinchin Ltd. dated between March 2015and June 2015 with respect to each of the properties comprising the Institutional Portfolio;

(r) environmental site reconnaissance letters prepared by Pinchin Ltd. dated between May 2015 andJune 2015 with respect to each of the properties comprising the Institutional Portfolio;

(s) certain internal financial, operational, business and other information concerning NPR, True Northand the Institutional Portfolio that was prepared or provided by management of NPR, True Northor Starlight;

(t) site visits and tours of select properties of each of NPR, True North, and the Institutional Portfolio;

(u) discussions with senior management of NPR, True North and Starlight with respect to their businessesand the Proposed Transaction;



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(v) discussions with NPR’s legal counsel;

(w) public information relating to the business, operations, financial performance and stock trading historyof NPR and True North and other selected public entities considered by us to be relevant;

(x) public information with respect to other transactions of a comparable nature considered by us tobe relevant;

(y) selected relevant reports published by equity research analysts and industry sources regarding NPR,True North and other comparable public entities;

(z) representations contained in separate certificates addressed to Scotia Capital, as of the date hereof,from senior officers of NPR, True North and Starlight as to the completeness, accuracy and fairpresentation of the information upon which the Opinion is based; and

(aa) such other industry and financial market information, investigations and analyses as Scotia Capitalconsidered necessary or appropriate in the circumstances.

Scotia Capital has not, to the best of its knowledge, been denied access by the NPR, True North or Starlightto any information requested by Scotia Capital.

Prior Valuations

NPR and True North have each represented to Scotia Capital that, to the best of their respectiveknowledge, there have been no prior valuations of NPR and True North, as the case may be, or any of theirrespective material assets or securities made in the preceding twenty-four (24) months and in the possession orcontrol or knowledge of NPR or True North, respectively, other than those provided to Scotia Capital or, in thecase of valuations known to NPR or True North which they do not have within their respective control, notice ofwhich has been given to Scotia Capital.

Assumptions and Limitations

The Opinion is subject to the assumptions, explanations and limitations set forth below.

Scotia Capital has, subject to the exercise of its professional judgment, relied, without independentverification, upon the completeness, accuracy and fair presentation of all of the financial and other information,data, advice, opinions and representations obtained by it from public sources, or that was provided to us, byNPR, True North or Starlight, and their respective associates and affiliates and advisors (collectively, the‘‘Information’’), and we have assumed that this Information did not omit to state any material fact or any factnecessary to be stated to make that information not misleading. The Opinion is conditional upon thecompleteness, accuracy and fair presentation of such Information. With respect to any financial projectionsprovided to Scotia Capital by management of NPR, True North or Starlight and used in the analysis supportingthe Opinion, we have assumed that they have been reasonably prepared on bases reflecting the best currentlyavailable estimates and judgments of the respective management teams as to the matters covered thereby, and inrendering the Opinion we express no view as to the reasonableness of such forecasts or budgets or theassumptions on which they are based.

Senior management of each of NPR, True North and Starlight have represented to Scotia Capital incertificates delivered as at the date hereof, among other things, that to the best of their knowledge (a) they haveno information or knowledge of any facts public or otherwise not specifically provided to Scotia Capital relatingto NPR, True North or the Institutional Portfolio, respectively, or any of their respective subsidiaries or affiliateswhich would reasonably be expected to affect materially the Opinion; (b) with the exception of forecasts,projections or estimates referred to in (d), below, the written Information provided to Scotia Capital by or onbehalf of NPR, True North or Starlight in respect of NPR, True North or the Institutional Portfolio and theirrespective subsidiaries or affiliates, in connection with the Proposed Transaction is or, in the case of historicalinformation or data, was, at the date of preparation, true and accurate in all material respects, and no additional



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material, data or information would be required to make the data provided to Scotia Capital not misleading inlight of circumstances in which it was prepared; (c) to the extent that any of the Information identified in (b),above, is historical, there have been no changes in material facts or new material facts since the respective datesthereof which have not been disclosed to Scotia Capital or updated by more current Information that has beendisclosed; and (d) any portions of the Information provided to Scotia Capital which constitute forecasts,projections or estimates were prepared using the assumptions identified therein, which, in the reasonableopinion of the NPR, True North or Starlight, respectively, are (or were at the time of preparation) reasonable inthe circumstances.

The Opinion is rendered on the basis of the securities markets, economic, financial and general businessconditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of NPR,True North and the Institutional Portfolio and their respective subsidiaries and affiliates, as they were reflectedin the Information. In its analyses and in preparing the Opinion, Scotia Capital made numerous assumptionswith respect to industry performance, general business and economic conditions and other matters, which ScotiaCapital believes to be reasonable and appropriate in the exercise of its professional judgment, many of which arebeyond the control of Scotia Capital or any party involved in the Proposed Transaction.

For the purposes of rendering the Opinion, Scotia Capital has also assumed that the representations andwarranties of each party contained in the Transaction Agreements are true and correct in all material respectsand that each party will perform all of the covenants and agreements required to be performed by it under theProposed Transaction and that NPR will be entitled to fully enforce its rights under the Transaction Agreementsand receive the benefits therefrom in accordance with the terms thereof.

The Opinion has been provided for the sole use and benefit of the Board of Trustees of NPR in connectionwith, and for the purpose of, its consideration of the Proposed Transaction and may not be relied upon by anyother person. Our opinion does not constitute a recommendation to any unitholder of NPR as to how suchunitholder should vote or act with respect to the Proposed Transaction. The Opinion is given as of the datehereof, and Scotia Capital disclaims any undertaking or obligation to advise any person of any change in any factor matter affecting the Opinion which may come or be brought to the attention of Scotia Capital after the datehereof. Without limiting the foregoing, in the event that there is any material change in any fact or matteraffecting the Opinion after the date hereof, Scotia Capital reserves the right to change, modify or withdrawthe Opinion.

Our opinion does not address the relative merits of the Proposed Transaction as compared to other businessstrategies or transactions that might be available with respect to NPR or NPR’s underlying business decision toeffect the Proposed Transaction. At your direction, we have not been asked to, nor do we, offer any opinion as tothe material terms (other than the Consideration) of the Transaction Agreements or the form of the ProposedTransaction.

Conclusion

Based upon and subject to the foregoing, Scotia Capital is of the opinion that, as of the date hereof, theConsideration to paid by NPR pursuant to the Proposed Transaction is fair, from a financial point of view, toNPR Unitholders.

Yours very truly,

(signed) Scotia Capital Inc.SCOTIA CAPITAL INC.



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3SEP201501375229

SCHEDULE ‘‘E’’

SALMAN FAIRNESS OPINION

Salman Partners Inc.17th Floor – 1095 West Pender St.

Vancouver, BC V6E 2M6Tel: (604) 622-5561Fax: (604) 685-2457

www.salmanpartners.com

August 9, 2015

The Board of TrusteesNPR Property Real Estate Investment Trust110, 6131 – 6th Street SECalgary, AlbertaT2H 1L9

To the Board of Trustees:

Salman Partners Inc. (‘‘Salman Partners’’) understands that on August 10, 2015, Northern Property RealEstate Investment Trust (‘‘NPR’’ or the ‘‘REIT’’) agreed to acquire all of the properties (the ‘‘True NorthProperties’’) owned by True North Apartment Real Estate Investment Trust (‘‘True North’’) and certainproperties (the ‘‘Institutional Portfolio’’) owned by affiliates of Starlight Investments Ltd (‘‘Starlight’’) and byjoint ventures formed by affiliates of Starlight and the Public Sector Pension Investment Board(‘‘PSP Investments’’) (collectively, the ‘‘Proposed Transaction’’).

Salman Partners further understands that the Proposed Transaction consists of:

• the acquisition by NPR of all of True North’s right title and interest in and to the True North Propertiesby way of a plan of arrangement whereby each True North unitholder will receive 0.3908 trust units ofNPR for each True North trust unit, on the terms and conditions set out in an arrangement agreement tobe dated August 10, 2015 (the ‘‘Arrangement Agreement’’); and

• the acquisition by subsidiary partnerships of NPR of the Institutional Portfolio for an aggregate purchaseprice of $535 million, to be satisfied by the payment of cash, the assumption of debt, and the issuance oftrust units of NPR and class B limited partnership units of limited partnerships to be directly or indirectlywholly owned and controlled by NPR, on the terms and conditions set out in conditional purchaseagreements dated August 10, 2015 (the ‘‘Conditional Purchase Agreements’’).

The terms of the Proposed Transaction and other related matters are more fully described in a managementinformation circular of the REIT (the ‘‘Circular’’) to be mailed to unitholders of NPR (‘‘Unitholders’’) inconnection with the Proposed Transaction. Terms appearing in capitalized letters and not otherwise defined inthis letter shall, as the context requires, have the respective meanings set forth in the Circular.

As more fully described below, the Board of Trustees of the REIT (the ‘‘Board’’) has engaged SalmanPartners to provide an opinion (the ‘‘Opinion’’) as to the fairness, from a financial point of view, of theconsideration offered by the REIT pursuant to the Proposed Transaction to Unitholders.

Salman Partners was not asked to provide, nor did we provide, a formal valuation in respect of the issuanceof NPR trust units, and the Opinion should not be construed or relied upon as such. Salman Partners also



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understands that the Proposed Transaction is subject to approval of the Unitholders, being a majority of votescast by Unitholders voting in favor of the Proposed Transaction.

SALMAN PARTNERS ENGAGEMENT AND BACKGROUND

Salman Partners was initially contacted by members of management of the REIT on June 19, 2015 andasked to consider providing the Opinion. During the period from June 25, 2015 to August 9, 2015, variousdiscussions were had amongst Salman Partners and the management of NPR concerning the ProposedTransaction.

On July 3, 2015, Salman Partners participated in a conference call with the Board to discuss the ProposedTransaction further. On July 3, 2015, the Board formally ratified the engagement of Salman Partners pursuant toan agreement dated June 25, 2015 (the ‘‘Engagement Agreement’’) and on August 9, 2015, Salman Partnersprovided the Board with a verbal opinion as to the fairness, from a financial point of view, to Unitholders of theconsideration payable by the REIT pursuant to the Proposed Transaction.

Under the terms of the Engagement Agreement, Salman Partners will receive a fixed fee for thepreparation of the Opinion, no portion of which is conditional upon the Opinion being favorable or contingentupon the successful completion of the Proposed Transaction. Additionally, NPR has agreed to reimburse SalmanPartners for its reasonable out-of-pocket expenses and to indemnify Salman Partners in certain circumstances.

Subject to the terms of the Engagement Agreement, Salman Partners consents to the inclusion of theOpinion, with a summary thereof in a form acceptable to Salman Partners, in the Circular and the filing thereofwith applicable securities regulatory authorities, including stock exchanges.

CREDENTIALS OF SALMAN PARTNERS

Salman Partners is an independent Canadian investment dealer whose business includes corporate finance,mergers and acquisitions, equity sales and trading and investment research.

The Opinion expressed herein represents the opinion of Salman Partners and the form and content hereofhas been reviewed and approved for release by a committee comprised of directors and officers of SalmanPartners, each of whom has extensive experience in merger, acquisition, divestiture, valuation, fairness opinionand capital markets matters.

INDEPENDENCE OF SALMAN PARTNERS

Salman Partners is not an insider, associate or affiliate (as such terms are defined in the Securities Act(British Columbia) (the ‘‘Act’’) or the rules promulgated thereunder) of NPR or True North, or any of theirrespective subsidiaries, associates or affiliates (collectively, the ‘‘Interested Parties’’) and is not an advisor to anyperson or entity other than the Board with respect to the matters set forth herein.

Neither Salman Partners nor its affiliates has provided any financial advisory services or participated in anyfinancings involving the Interested Parties within the past two years.

Other than pursuant to the Engagement Agreement, there are no understandings, agreements orcommitments between Salman Partners and any of the Interested Parties with respect to any future businessdealings. Salman Partners may however, in the normal course of its business, provide financial advisory orinvestment banking services to the Interested Parties from time to time. In addition, in the ordinary course ofbusiness, Salman Partners may actively trade the securities of the Interested Parties for its own account and forthe accounts of Salman Partners’ customers and accordingly has or may, at any time, hold a long or shortposition in such securities and has or may, from time to time, execute transactions in respect of such securitiesfor which it has received or may receive compensation. As an investment dealer, Salman Partners conductsresearch on securities and may, in the ordinary course of its business, provide research reports and investmentadvice to its clients on investment matters, including with respect to the Interested Parties.



E-2

SCOPE OF REVIEW

In connection with rendering our Opinion, we have considered, reviewed and/or relied upon, among otherthings, the following:

• the Arrangement Agreement, the Conditional Purchase Agreements, the True North Lock-UpAgreements, the Transitional Services Agreement and the Amended and Restated Exchange Agreement;

• publicly available documents regarding NPR and True North, including annual and quarterly reports,financial statements, management discussion and analysis, annual information forms, managementinformation circulars and other filings deemed relevant in respect of each of them;

• certain non-public documents regarding NPR, including financial and other information in respect of theProposed Transaction, a consolidated budget and internal management forecasts of NPR prepared on agroup basis, a fair-market values summary prepared on a property-by property basis, capital expenditureschedules, board presentations, third party property reports and mortgage schedules;

• certain non-public documents regarding True North, the True North Properties and the InstitutionalPortfolio, including financial and other information in respect of the Proposed Transaction, propertyportfolio presentations, internal management forecasts of True North prepared on a group basis, detailedfinancial summaries prepared on a property-by-property basis, capital expenditure schedules, third partyproperty reports and appraisals, and mortgage schedules;

• transaction structuring papers prepared by Deloitte LLP and management of NPR;

• share trading statistics and related financial information in respect of NPR and True North;

• various reports published by equity research analysts regarding NPR and True North;

• public information regarding the real estate industry generally;

• discussions with senior management of NPR, and its legal advisor;

• such other corporate, industry and financial market information, investigations, analyses, and discussionsas Salman Partners considered necessary or appropriate in the circumstances; and

• a certificate as to certain factual matters and the completion and accuracy of the information upon whichthe Opinion is based, signed by senior officers of the REIT and addressed to us and dated the date hereof(the ‘‘Certificate’’).

Salman Partners has not, to the best of its knowledge, been denied access by the REIT to any informationrequested. Salman Partners did not meet with the auditors of the REIT and has assumed the accuracy and fairpresentation of the audited consolidated financial statements of the REIT and the reports of the auditorsthereon.

PRIOR VALUATIONS

The REIT has represented to Salman Partners that, to the best of its knowledge, there have not been anyprior valuations (as defined in Multilateral Instrument 61-101) of the REIT or any of its material assets orliabilities or securities within the two years preceding the date of the Opinion.

ASSUMPTIONS AND LIMITATIONS

We have not been asked to prepare and have not prepared a formal valuation or appraisal of the REIT orany of its securities or assets, and our Opinion should not be construed as such. We have, however, conductedsuch analyses as we considered necessary in the circumstances to render the Opinion. In addition, the Opinion isnot, and should not be construed as, advice as to the price at which the securities of the REIT or True North maytrade at any future date. Salman Partners was similarly not engaged to review any legal, tax or accounting aspects



E-3

of the Proposed Transaction. Furthermore, Salman Partners did not participate in nor has it been asked toreview the process which resulted in the Proposed Transaction and as such no opinion is expressed with respectthereto.

With the Board’s approval and as provided for in the Engagement Agreement, Salman Partners has reliedupon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice,opinions or representations obtained by it from public sources or provided by the REIT, its subsidiaries and therespective directors, officers, associates, affiliates, consultants, advisors and representatives thereof (collectively,the ‘‘Information’’). The Opinion is conditional upon the completeness, accuracy and fair presentation of suchInformation. Subject to the exercise of professional judgment and except as expressly described herein, SalmanPartners has not attempted to verify independently the completeness, accuracy or fair presentation of any of theInformation.

In preparing the Opinion, Salman Partners has assumed that the REIT, True North, Starlight and PSPInvestments will comply with all the material terms of the Arrangement Agreement and the ConditionalPurchase Agreements to which they are parties, that all of the conditions to the completion of the ProposedTransaction in the Arrangement Agreement and the Conditional Purchase Agreements will be satisfied that andthe Proposed Transaction will be consummated in accordance with the terms of the Arrangement Agreementand the Conditional Purchase Agreements without any adverse waiver or amendment of any material term orcondition thereof.

With respect to forecasts, projections, estimates and/or budgets provided to Salman Partners and used inour analyses, we note that projecting future results of any company is inherently subject to uncertainty. We haveassumed, however, that such forecasts, projections, estimates and/or budgets were prepared using theassumptions identified therein, which, in the opinion of the management of the REIT, are (or were at the timeand continue to be) reasonable in the circumstances.

Senior officers of the REIT have represented to Salman Partners in the Certificate, among other things,that (i) the Information provided by the REIT to Salman Partners relating to the REIT and the ProposedTransaction for the purpose of preparing the Opinion was, at the date the Information was provided to SalmanPartners, and is, as of the date hereof, except as has been disclosed in writing to Salman Partners, complete, trueand correct in all material respects, and did not and does not contain any untrue statement of a material fact(as such term is defined in the Act) in respect of the REIT or the Proposed Transaction or omit to state amaterial fact necessary to make the Information not misleading in light of the circumstances under which theInformation was provided; and (ii) since the dates on which the Information was provided to Salman Partners,there has been no material change or new material fact which is of a nature as to render any portion of theInformation untrue or misleading in any materially adverse respect, except for changes that have been updatedby more current Information provided in writing to Salman Partners.

Salman Partners has assumed that all conditions precedent to the completion of the Proposed Transactioncan be satisfied in the time required and that all consents, exemptions or orders of third parties and relevantauthorities will be obtained, without adverse condition or qualification, and the Proposed Transaction canproceed as scheduled and without material additional cost to the REIT or liability of the REIT to third parties,that the procedures being followed to implement the Proposed Transaction are valid and effective, that allrequired documents will be distributed to the Unitholders in accordance with applicable laws and that thedisclosure in such documents will be accurate and will comply with the requirements of applicable laws.

The Opinion is rendered on the basis of securities markets, economic, financial and general businessconditions prevailing as at the date hereof and the condition and prospects, financial and otherwise, of theREIT, True North, Starlight and PSP Investments and their respective subsidiaries and affiliates, as they werereflected in the Information and as they have been represented to Salman Partners in discussions withmanagement of the REIT. In its analyses and in preparing the Opinion, Salman Partners made numerousassumptions with respect to industry performance, general business and economic conditions and other matters,many of which are beyond the control of Salman Partners or any of the Interested Parties.



E-4

The Opinion has been provided solely for the use of the Board and may not be disclosed to, used by orrelied upon by any person other than the Board without the express written consent of Salman Partners. TheOpinion is given as of the date hereof and Salman Partners disclaims any undertaking or obligation to advise anyperson of any change in any fact or matter which affects the Opinion that may come or be brought to theattention of Salman Partners after the date hereof. Without limiting the generality of the foregoing, in the eventthat there is any material change in any fact or matter which affects the Opinion after the date hereof, SalmanPartners reserves the right to change, modify, amend, supplement or withdraw the Opinion.

Salman Partners believes that its analysis must be considered as a whole and that selecting portions of itsanalysis or the factors considered by it, without considering all factors and analysis together, could create amisleading view of the process underlying the Opinion. The preparation of the Opinion is a complex process andis not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead toundue emphasis on any particular fact or analysis.

Salman Partners does not assume any responsibility or liability for losses occasioned by the Board or anyother person as a result of the circulation, publication, reproduction or use of the Opinion (in whole or in part)contrary to the provisions set out herein.

The Opinion does not constitute, and is not to be construed as, a recommendation to the REIT, the Boardor any Unitholder of the REIT as to whether to approve or vote in favour of the Proposed Transaction.

FAIRNESS CONCLUSION

Based upon and subject to the foregoing and such other matters as we consider relevant, Salman Partners isof the opinion that, as of August 9, 2015, the consideration offered under the Proposed Transaction is fair, froma financial point of view, to the Unitholders of NPR.

Yours truly,

(signed) Salman Partners Inc.Salman Partners Inc.



E-5

3SEP201501315701

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F-1

3SEP201501313586 3SEP201501313145

3SEP201501320413 3SEP201501315252

3SEP201501313896 3SEP201501314548

SELECTION OF PROPERTIES TO BE ACQUIRED FROM INSTITUTIONAL PORTFOLIO

59 Concession, Cambridge, Ontario 252 King Street East, Bowmanville, Ontario

19 Rosemount, Toronto, Ontario 112 & 114 Murphy Avenue, Moncton,New Brunswick

378 & 380 Gauvin Road, Dieppe, Belmont, Kitchener, OntarioNew Brunswick



9FEB201515240791

11FEB201514444382

Any questions and requests for assistance may be directed to our Proxy Solicitation Agent:

The Exchange Tower130 King Street West, Suite 2950, P.O. Box 361

Toronto, OntarioM5X 1E2

www.kingsdaleshareholder.com

North American Toll Free Phone: 1.877.657.5859

Email: [email protected]

Facsimile: 416.867.2271Toll Free Facsimile: 1.866.545.5580

Outside North America, Banks and Brokers Call Collect: 416.867.2272

Printed in Canada | 15-18881-1

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