Dream Unlimited Corp. and Dream Office REIT Announce Reorganization of Dream Office REIT Management Structure - Seite 3

The reorganization was unanimously approved by the Board of Trustees, with those trustees with an interest in Dream Unlimited Corp. having declared their interest and not participated in the approval. The reorganization was unanimously recommended to the Board of Trustees for approval by the Governance, Compensation and Environmental Committee of the REIT consisting of trustees independent of Dream Unlimited Corp. The Committee received independent financial advice from GMP Securities LLP and independent legal advice from Stikeman Elliott LLP. The Committee received an opinion from GMP to the effect that, as of April 1, 2015, subject to the assumptions and qualifications contained in such opinion, the consideration paid by the REIT for the subsidiary of Dream is fair, from a financial point of view, to the REIT.

Jane Gavan will continue as Chief Executive Officer of the REIT. Michael Cooper has been appointed by the Board of Trustees as Chairman of the Board of the REIT. The REIT intends to hire a Chief Financial Officer, who will be an employee of the REIT, to complement the existing senior management team.

Dream and the REIT will continue to provide administrative services to one another on a cost recovery basis on substantially the same terms as under the existing services agreements. These agreements may be terminated at any time by either Dream or the REIT upon prior notice.

Dream Unlimited Corp., Dream and the REIT have entered into an amended and restated Non-Competition Agreement on substantially the same terms as the existing Non-Competition Agreement between Dream and the REIT, which will terminate upon termination of the Management Services Agreement.

The exchangeable limited partnership units acquired by Dream are accompanied by an equivalent number of Special Trust Units of the REIT entitling the holder to one vote for each Special Trust Unit at meetings of unitholders of the REIT.

The REIT has granted Dream a right of first offer in respect of the 18,551,855 units of Dream Industrial REIT issuable upon the exchange of exchangeable partnership units of Dream Industrial REIT currently held by the REIT and a number of the REIT's subsidiaries. The REIT has no current intention to sell any units of Dream Industrial REIT but, as has been previously disclosed, the holding of Dream Industrial REIT units is not a strategic investment.