Primaris Real Estate Investment Trust : REIT Q1 2024 Earnings Call Presentation

May 2024

CAUTION REGARDING FORWARD- LOOKING STATEMENTS AND NON- GAAP MEASURES

Forward-Looking Statements and Future Orientated Financial Information Disclaimer: Certain statements included in this presentation constitute ''forward-looking information'' or "forward-looking statements" within the meaning of applicable securities laws. The words "will", "expects", "plans", "estimates", "intends" and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements made or implied in this presentation include but are not limited to statements regarding: growth opportunities, estimated growth of Same Properties Cash NOI**, expected future distributions, the Trust's development activities, expected benefits from the Trust's normal course issuer bid activity, occupancy improvement, increasing rental rates, future acquisitions, reinvestment in select shopping centres, internal NOI** growth opportunity, refinancing risk, the Trust's targets for managing its financial condition, the recovery of tenant sales, and the movement of tenants back to traditional lease structures. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on estimates and assumptions that are inherently subject to risks and uncertainties, Primaris cautions that although it is believed that the assumptions are reasonable in the circumstances, actual results, performance or achievements of Primaris may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in the MD&A which are available on SEDAR, and in Primaris' other materials filed with the Canadian securities regulatory authorities from time to time. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, Primaris undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise. Readers are cautioned that there is a significant risk that actual results for the year ending December 31, 2024 will vary from the financial outlook statements provided in this presentation and MD&A and that such variations may be material. Certain forward-looking information included in this presentation may also be considered "future-oriented financial information" or "financial outlook" for purposes of applicable securities laws (collectively, "FOFI"). FOFI about the Trust's prospective results of operations including, without limitation, anticipated funds from operations** per unit, anticipated NOI** growth, impact on rental revenue of contractual rent-steps, anticipated general and administrative expense levels, and anticipated capital spending, is subject to the same assumptions, risk factors, limitations and qualifications set out in the MD&A which will be available on SEDAR, and in Primaris' other materials filed with the Canadian securities regulatory authorities from time to time. The Trust and management believe that such FOFI have been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. FOFI contained in this presentation was made as of the date of this presentation and was provided for the purpose of providing further information about the Trust's prospective results of operations. Readers are cautioned that the FOFI contained herein should not be used for purposes other than for which it is disclosed herein. Readers are also urged to examine the Trust's materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of Primaris to differ materially from the forward-looking statements contained in this news release. All forward-looking statements in this presentation are qualified by these cautionary statements. These forward-looking statements are made as of May 1, 2024 and Primaris, except as required by applicable securities laws, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

Non-GAAP Financial Measures: Primaris' unaudited interim condensed consolidated financial statements and the accompanying notes for the three months ended March 31, 2024 (together the "Financial Statements") were prepared in accordance with International Financial Reporting Standards ("IFRS"), however, in this presentation, a number of measures are presented which do not have a standardized meaning prescribed under generally accepted accounting principles ("GAAP") in accordance with IFRS. These non-GAAP measures include non-GAAP financial measures and non-GAAP ratios, each as defined in National Instrument 52-112 - Non-GAAPand Other Financial Measures Disclosure. Non-GAAP measures in this presentation are denoted by the suffix "**". Management believes these non-GAAP measures are useful measures to assessing Primaris' performance period over period and its ability to meet its financial obligations. However, none of the non-GAAP measures should be construed as an alternative to financial measures calculated in accordance with GAAP. Furthermore, these non-GAAP measures may not be comparable to similar measures presented by other real estate entities and should not be construed as an alternative to financial measures determined in accordance with IFRS. Additional information regarding these non-GAAP measures including definitions, management's reasons as to why it believes the measures are useful to investors. and reconciliations, and use of operating metrics to the most directly comparable GAAP figure, where applicable, can be found in the MD&A for the for the three months ended March 31, 2024.

Use of Operating Metrics: Primaris uses certain operating metrics to monitor and measure the operational performance of its portfolio. Operating metrics in this news release include, among others, investment property count, gross leasable area ("GLA"), in-place occupancy, committed occupancy, long-term occupancy, weighted average net rent per occupied square foot, same stores sales volume, and normalized average operating capital cost per square foot. Certain of these operating metrics, including weighted average net rent per occupied square foot and normalized average operating capital cost per square foot, may constitute supplementary financial measures as defined in NI 52-112. These supplementary measures are not derived from directly comparable measures contained in the Financial Statements but may be used by management and disclosed on a periodic basis to depict the historical or future expected financial performance, financial position or cash flow of the Trust. For an explanation of the composition of weighted average net rent per occupied square foot and normalized average operating capital cost per square foot, see Section 8.2, "Weighted Average Net Rent" and Section 8.7, "Operating Capital Expenditures" in the MD&A, respectively.

This version of the Investor Presentation is dated May 1, 2024.

$3.8B

National

Portfolio

12.5MSF

GLA

$3.3B

Unencumbered

Assets

$6771

Same Store Sales

Productivity

1. (high)
   Stable

Investment Grade

Rating

45% - 50%

Target FFO

Payout Ratio**

Conestoga Mall, Waterloo, Ontario

94.1%

Committed

Occupancy

5.7x2

Average Net Debt** to

Adjusted EBITDA**

1. Supplementary financial measure, see Section 1, "Basis of Presentation" - "Use of Operating Metrics" of the MD&A.
2. The debt ratio is a non-GAAP ratio calculated on a rolling four-quarters basis.

• Non-GAAPmeasure. Refer to the "Non-GAAP Measures" section of this presentation and of the MD&A.

Canadian Enclosed Evolution

A blank slate to design a best- in-class vehicle to take advantage of the recovery in enclosed shopping centres

Expansion Through Euphoria

Trophy asset pricing

Fortress assets

Institutional consolidation

Retail in Transition

Over levered, too much concentration

Department store failures

E-commerce headwinds

Cap rates rise, values fall

Pandemic

Retailers conclude bricks & mortar anchors omnichannel strategy:

• customer acquisition
• brand experience
• brand loyalty
• distribution

Real-time inventory management systems implemented

Weak retailers flushed out, 10-years of e-commerce adoption pulled forward

Reduced occupancy and rents

Growth

Rising rent

Rising occupancy

Rising tenant sales

Anchor replacement complete

2005

2015

2020

2022

2023

2024+

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Very Strong Mall Fundamentals

The combination of low supply, rising sales, population growth and increasing tenant demand creates the significant opportunity to drive rents and occupancy higher, driving NOI** growth

Occupancy Lease-Up

• 250bps of occupancy runway
• Canadian retail REIT peer set are essentially at stabilization at 95%

Below Market Rents

Rising Land Values

• Rents adjusted downwards due to the pandemic

• Currently, financially healthier tenant base

900+

• Close to major transportation nodes and public transit
• Broad zoning permitting a wide range of uses beyond
• Anchor closures and/or lease restructures have removed development constraint

Growing Population	Rebounding Tenant Sales
• Productivity and volumes surpassed
• Medium-sized markets outpacing
pre-pandemic levels
national average and larger cities
Increasing Tenant Demand
	• Growing Canadian footprint
	• New to market and market infill

Declining Retail Supply

• No new construction
• Failed department store space absorbed or demolished

Acres of Land

Located in the

Centre of Town

250bps

of Runway to arrive

at Stabilized

Occupancy

** Non-GAAP measure. Refer to the "Non-GAAP Measures" section of this presentation and of the MD&A.

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Primaris Strategic Advantage Enclosed Malls. Open Opportunity.

Differentiated financial model and a mandate for growth

Built to Grow and Thrive

Size and Scale	Proper Capitalization
• $3.8B national portfolio of leading	• Average Net Debt** to Adjusted EBITDA**: 5.7x1
enclosed shopping centres in growing	• Target FFO Payout Ratio**: 45% - 50% of FFO
markets across Canada
• Full-service, internal national platform

Strategy

Focus on Retailer Affordability	Scale and Consolidation Opportunity	Disciplined Capital Allocation
• Unit repurchases
• Cost management discipline	• Canada's only enclosed shopping centre REIT	• Monetization of excess density and
• Economies of scale	• Well-capitalized, scalable management platform	intensification
• Support omni-channel integration	• Limited institutional competition	• Debt repayment
		• Distributions to unitholders

1. The debt ratio is a non-GAAP ratio calculated on a rolling four-quarters basis.	6
** Non-GAAP measure. Refer to the "Non-GAAP Measures" section of this presentation and of the MD&A.

The Canadian Consolidation Opportunity

Canadian Consolidation Opportunity

Canada's only enclosed shopping centre REIT

• $50 billion of Canadian enclosed shopping centres concentrated to institutional owners
• • Outsized weightings within real estate portfolio allocations
  • • 3 of 10 of the largest real estate institutions globally are in Canada
  • Portfolio rebalancing initiatives could result in opportunities
• Primaris stands alone as a potential buyer
• • Institutional scale, as Canada's largest owner and manager of enclosed centres in Canada, by mall count
  • Providing liquidity in a market where none exists through structured transaction
  • Differentiated financial model and a mandate for growth

Large opportunity to be the consolidator as institutions contemplate rebalancing, Primaris stands alone as a potential buyer

$50B in Enclosed

Shopping Centres

owned by Large

Canadian Institutions

$3.8B

Primaris

REIT

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Target: Leading Shopping Centres in Growing Mid-Sized Markets

Canada's only enclosed shopping centre REIT

• Primaris targets market-leading enclosed shopping centres in growing mid-sized markets that are the largest retail centres in their diverse and growing trade areas, connected to mass transit and that sit on acres of land in the centre of town.
• Since December 31, 2021, Primaris has acquired over $1 billion of large format shopping centres.

Market

Asset

Target Acquisition Criteria

Total Trade Area Population of

+100,000

Growing Total Trade Area

Population1

Diversified Local Economy

+$80 million Annual CRU Sales Mass Rapid Transit Connection Land Constrained

Yes

Yes

Yes

Yes Yes

Conestoga Mall

Population of 559,000

21% expected 10-year

population growth

Manufacturing, finance, education, technology

$174 million

Halifax Shopping Centre Complex

Yes	Population of 668,000
Yes	14% expected 10-year
population growth
Yes	Wholesale/ retail trade,
healthcare, education, marine
	science, technology
Yes	$261 million
Yes
Yes

Conestoga Mall, Waterloo, Ontario

Halifax Shopping Centre, Halifax, Nova Scotia

1.

Environics - Expected population change 2023-2033.

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Acquisition Deal Structure Overview

	Conestoga Mall	Halifax Shopping Centre
(in millions of Canadian dollars unless	Complex
otherwise indicated)

Acquisitions further demonstrate Primaris as an attractive buyer for Canadian pension fund vendors of market leading Canadian shopping centres

Acquisition Date

Cash

Units Issued at NAV**

Convertible Preferred LP

Units

July 12, 2023
61%		$165
9%		$25
30%		$80

November 30, 2023

54%	$200
12%	$45
34%	$125

Total Consideration	$270	$370

Halifax Shopping Centre, Halifax, Nova Scotia

** Non-GAAP measure. Refer to the "Non-GAAP Measures" section of this presentation and of the MD&A.

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