Granite Real Estate Investment Trust : March 8, 2023

March 9, 2023


Granite Real Estate Investment Trust

Annual Information Form

March 8, 2023

TABLE OF CONTENTS

GENERAL MATTERS

3

Purchases of REIT Units

71

Date of Information

3

Trustees

71

Note Regarding Financial Information

3

REIT Unit Redemption Right

74

Non-IFRS Measures and Ratios

3

Meetings of REIT Unitholders

76

FORWARD-LOOKING STATEMENTS

5

Limitations on Non-Resident Ownership of

77

REIT Units

GLOSSARY OF TERMS

7

Amendments to the Declaration of Trust

80

CORPORATE STRUCTURE

13

Term of Granite REIT

82

Granite REIT

13

Acquisition Offers

83

Granite GP

13

Information and Reports

84

Granite LP

13

Conflict of Interest Provisions

84

Organizational Structure and Subsidiaries . .

13

GRANITE GP CAPITAL STRUCTURE

85

GENERAL DEVELOPMENT OF THE BUSINESS .

14

CREDIT FACILITY AND INDEBTEDNESS

85

BUSINESS OVERVIEW

23

Credit Facility

86

Income-Producing Properties

24

Construction Loan

86

Property Types

26

Term Loans

86

Profile of Granite's Real Estate Portfolio . . . .

28

Other Unsecured Indebtedness

88

Schedule of Lease Expiries

29

Credit Ratings

89

Lease Maturity Summary

30

DISTRIBUTION AND DIVIDEND POLICY

90

Principal Markets in which Granite Operates

31

Distribution Policy of Granite REIT and

Granite GP

90

Development, Expansion and Improvement

35

Distributions of Granite REIT

91

Projects

Foreign Exchange

36

MARKET FOR SECURITIES

92

Leasing Arrangements

36

Trading Price and Volume

92

TRUSTEES, DIRECTORS AND MANAGEMENT

Government Regulation

37

OF GRANITE

93

Employees

37

Cease Trade Orders, Bankruptcies, Penalties

99

or Sanctions

Magna, Granite's Largest Tenant

38

Potential Conflicts of Interest

100

ENVIRONMENTAL, SOCIAL, GOVERNANCE

AND RESILIENCE

38

AUDIT COMMITTEE

100

INVESTMENT GUIDELINES AND OPERATING

POLICIES OF GRANITE

45

Composition of the Audit Committee

100

REIT Investment Guidelines

45

Pre-Approval of Policies and Procedures

100

Operating Policies

46

Audit Committee's Charter

101

Amendments to Investment Guidelines and

47

Audit Fees

101

Operating Policies

RISK FACTORS

47

INTEREST OF MANAGEMENT AND OTHERS IN

MATERIAL TRANSACTIONS

101

Risks Relating to Granite's Business

47

AUDITORS, REGISTRAR AND TRANSFER AGENT

101

Risks Relating to Taxation

58

LEGAL PROCEEDINGS

101

Risks Relating to the Stapled Units

61

MATERIAL CONTRACTS

102

Risks Relating to the Debentures

66

Agreements in Connection with the 2011

102

Arrangement

DESCRIPTION OF STAPLED UNITS

68

Other Material Contracts

103

Support Agreement

68

ADDITIONAL INFORMATION

103

DECLARATION OF TRUST AND DESCRIPTION

APPENDIX A GRANITE REAL ESTATE

OF REIT UNITS

69

INVESTMENT TRUST AUDIT COMMITTEE

CHARTER

A-1

Allotment and Issue of REIT Units

70

APPENDIX B GRANITE REIT INC. AUDIT

COMMITTEE CHARTER

B-1

Transferability and Stapling of REIT Units . . .

70

GENERAL MATTERS

This Annual Information Form contains information about both Granite Real Estate Investment Trust and Granite REIT Inc. The trust units of Granite REIT ("REIT Units") and the common shares of Granite GP ("GP Shares") trade as stapled units (''Stapled Units''), each consisting of one REIT Unit and one GP Share. The Stapled Units are listed on the TSX under the symbol ''GRT.UN'' and on the NYSE under the symbol ''GRP.U''.

Date of Information

Information in this AIF is dated as of December 31, 2022, unless otherwise indicated.

Note Regarding Financial Information

Financial information of Granite REIT and Granite GP is presented on a combined basis as permitted under exemptions granted by applicable Canadian securities regulatory authorities. Accordingly, throughout this Annual Information Form, unless otherwise specified or the context otherwise indicates, ''Granite'' refers to the combined Granite REIT and Granite GP and their subsidiaries.

Except as otherwise noted, financial data included in this Annual Information Form has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. This Annual Information Form should be read in conjunction with the combined financial statements and appended notes, and management's discussion and analysis, each of which appear in Granite's annual report for 2022 and are available on SEDAR at www.sedar.com. Granite refers to Canadian dollars as ''dollars'' or ''$'', United States dollars as "US$" or ''USD'' and Euros as ''EUR' or "€". Granite publishes its financial statements in Canadian dollars.

Non-IFRS Measures and Non-IFRS Ratios

In addition to using financial measures determined in accordance with IFRS, Granite also uses certain non-IFRS measures and non-IFRS ratios in managing its business to measure financial and operating performance as well as for capital allocation decisions and valuation purposes. Granite believes that providing these measures on a supplemental basis to the IFRS results is helpful to investors in assessing the overall performance of Granite's business. These non-IFRS measures and non-IFRS ratios include the total debt and net debt and the net leverage ratio.

Total debt is a non-IFRS performance measure calculated as the sum of all current and non- current debt, the net mark to market fair value of cross-currency interest rate swaps and lease obligations as per the combined financial statements. Net debt subtracts cash and cash equivalents from total debt. Granite believes that it is useful to include the cross-currency interest rate swaps and lease obligations for the purposes of monitoring Granite's debt levels.

The net leverage ratio is a non-IFRS ratio that Granite believes is useful in evaluating Granite's degree of financial leverage, borrowing capacity and the relative strength of its balance sheet. Readers are cautioned that total debt, net debt and net leverage ratio do not have a standardized meaning prescribed under IFRS and, therefore, should not be construed as an alternative to net income, cash provided by operating activities or any other measure calculated in accordance with IFRS. Additionally, because these terms do not have a standardized meaning prescribed by IFRS, they may not be comparable to similarly titled measures presented by other reporting issuers. The net leverage ratio is calculated as the carrying value of total debt less cash and cash equivalents, divided by the fair value of investment properties (excluding assets held for sale).

Granite REIT 2022 Annual Information Form 3

Total debt, net debt and net leverage ratio are calculated from the audited combined financial statements as at and for the year ended December 31, 2022 as follows:

As at December 31, 2022

(in millions)

Unsecured debt, net

$

2,983.6

Derivatives, net (1)

(138.4)

Lease obligations

33.7

Secured debt

51.4

Total debt

$

2,930.3

Less: cash and cash equivalents

135.1

Net debt

[A]

$

2,795.2

Investment properties

[B]

$

8,839.6

Net leverage ratio

[A]/[B]

32 %

  1. Balance is net of the derivative assets and derivative liabilities.

4 Granite REIT 2022 Annual Information Form

FORWARD-LOOKING STATEMENTS

This Annual Information Form and the documents incorporated by reference herein contain statements that, to the extent they are not recitations of historical fact, constitute ''forward- looking statements'' or ''forward looking information'' within the meaning of applicable securities legislation, including the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation. Forward-looking statements and forward-looking information may include, among others, statements regarding Granite's future plans, goals, strategies, intentions, beliefs, estimates, costs, objectives, capital structure, cost of capital, tenant base, tax consequences, economic performance or expectations, or the assumptions underlying any of the foregoing. Words such as ''outlook'', ''may'', ''would'', ''could'', ''should'', ''will'', ''likely'', ''expect'', ''anticipate'', ''believe'', ''intend'', ''plan'', ''forecast'', ''objective'', ''strategy'', ''project'', ''estimate'', ''seek'' and similar expressions are used to identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information should not be read as guarantees of future events, performance or results and will not necessarily be accurate indications of whether or the times at or by which such future performance will be achieved. Undue reliance should not be placed on such statements. There can also be no assurance that Granite's expectations regarding various matters, including the following, will be realized in a timely manner with the expected impact or at all, Granite's ability to deliver cash flow stability and growth and create long-term value for REIT Unitholders and GP Shareholders; Granite's ability to implement its ESG+R program and related targets and goals; the expansion, and diversification of Granite's real estate portfolio, including acquisitions of properties in new markets; the reduction in Granite's exposure to Magna and the special purpose properties; Granite's ability to strategically redeploy the proceeds from recently sold properties and financing initiatives; Granite's ability to find and integrate satisfactory acquisition, joint venture and development opportunities and to strategically deploy the proceeds from recently sold properties and financing initiatives; Granite's sale from time to time of Stapled Units under its ATM Program; Granite's ability to accelerate growth and execute its short and long-term business strategies; Granite's ability to renew land leases upon their expiration; Granite's ability to optimize its balance sheet; Granite's ability to increase its leverage ratio; and the expected amount of any distributions and distribution increase, including any expected increases can be achieved in a timely manner, with the expected impact or at all. Forward-looking statements and forward- looking information are based on information available at the time and/or management's good faith assumptions and analyses made in light of Granite's perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond Granite's control, that could cause actual events or results to differ materially from such forward-looking statements and forward-looking information. Important factors that could cause such differences include, but are not limited to: the risk of changes to tax or other laws and treaties that may adversely affect Granite REIT's mutual fund trust status under the Tax Act or the effective tax rate in other jurisdictions in which Granite operates; the risks related to Russia's 2022 invasion of Ukraine that may adversely impact Granite's operations and financial performance; economic, market and competitive conditions and other risks that may adversely affect Granite's ability to expand and diversify its real estate portfolio, dispose of any non-core assets on satisfactory terms and pay the expected amount of any distributions; and, the risks set forth in this Annual Information Form in the ''Risk Factors'' section, which investors are strongly advised to review. The ''Risk Factors'' section also contains information about the material factors or assumptions underlying such forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information speak only as of the date the statements were made and unless otherwise required by applicable securities laws,

Granite REIT 2022 Annual Information Form 5

Disclaimer

Granite Real Estate Investment Trust published this content on 08 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2023 23:01:08 UTC.

Publicnow 2023

All news about GRANITE REAL ESTATE INVESTMENT TRUST

Sales 2022 446 M
324 M
324 M
Net income 2022 -
-
-
Net Debt 2022 3 025 M
2 195 M
2 195 M
P/E ratio 2022 -
Yield 2022 3,81%
Capitalization 5 187 M
3 762 M
3 762 M
EV / Sales 2022 18,4x
EV / Sales 2023 16,6x
Nbr of Employees 46
Free-Float 99,7%

Chart GRANITE REAL ESTATE INVESTMENT TRUST



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Granite Real Estate Investment Trust Technical Analysis Chart | MarketScreener

Technical analysis trends GRANITE REAL ESTATE INVESTMENT TRUST

Short Term Mid-Term Long Term
Trends Neutral Bullish Neutral

Income Statement Evolution

Sell

Buy

Mean consensus BUY
Number of Analysts 11
Last Close Price 81,42 CAD
Average target price 93,36 CAD
Spread / Average Target 14,7%


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