building on experience, shaping the future · greater toronto area (gta) focus % of annualized...

BUILDING ON EXPERIENCE,

SHAPING THE FUTURERioCan Investor Presentation – Second Quarter 2019

September 2019

RioCan’s consolidated financial statements are prepared in accordance with IFRS. Consistent with RioCan’s management framework, management uses certain financial

measures to assess RioCan’s financial performance, which are not generally accepted accounting principles (GAAP) under IFRS.

The following measures, Funds From Operations (“FFO”), Net Operating Income (“NOI”), Adjusted Earnings before interest, taxes, depreciation and amortization

(“Adjusted EBITDA”), Debt to Adjusted EBITDA, Same Property NOI, Interest Coverage, Debt Service Coverage, Fixed Charge Coverage, and Total Enterprise Value

as well as other measures discussed in this presentation, do not have a standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar

measures presented by other reporting issuers.

Non-GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan’s

performance, liquidity, cash flow, and profitability. For a full definition of these measures, please refer to the “Non-GAAP Measures” in RioCan’s Management’s Discussion and

Analysis for the quarter ended June 30, 2019. RioCan uses these measures to better assess the Trust’s underlying performance and provides these additional measures so that

investors may do the same.

NON-GAAP MEASURES

RioCan data and statistics are based on the quarter ended June 30, 2019 information. Certain slides contain a peer comparison that is based on the respective issuer’s reported

information as at June 30, 2019. Peer group includes: First Capital Realty Corp. (FCR), SmartCentres REIT (SRU), Choice Properties REIT (CHP), CT REIT (CRT), and Crombie

REIT (CRR). All information presented is at RioCan’s interest unless otherwise noted. CAGR refers to compound annual growth rate of a specific metric over a period of

time.

PEER DATA PRESENTATION

Certain information included in this presentation contains forward-looking statements within the meaning of applicable securities laws including, among others, statements

concerning our objectives, our strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar

statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Certain material factors, estimates or

assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in these statements and actual results could differ materially from such

conclusions, forecasts or projections.

The forward looking information contained in this presentation is made as of the date hereof.

Additional information on the material risks that could cause our actual results to differ materially from the conclusions, forecast or projections in these statements and the

material factors, estimates or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information can be

found in our most recent annual information form and annual report that are available on our website and at www.sedar.com.

Except as required by applicable law, RioCan undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,

future events or otherwise.

FORWARD LOOKING INFORMATION

http://www.sedar.com/

BC

AT AGLANCE

• One of Canada’s first and largest REITs,

focused on the ownership, management and

development of high-quality, mixed-use

properties with strategic positioning in Canada’s

six major markets

• 25-year proven track record of driving success and

adding value with a highly experienced and deep

management team

• Diversified and predominantly necessity-based,

service-focused tenant mix

• Robust 27.2M sf development pipeline,

13.1M sf or 48% already with zoning approvals.

2,700 residential rental units under construction with

additional 2,100 units underway by 20211

• Rated BBB with stable outlook by S&P

and BBB (high) with stable trend by DBRS

QUICK FACTS – Q2 2019

Enterprise Value $14.3 B

Number of Properties 230

Net Leasable Area (NLA) (M sf) 39.1

Major Market Same Property NOI (SPNOI) 2.9%2

Total Portfolio SPNOI 2.2%2

Major Market Committed Occupancy - Commercial 97.8%

Committed Occupancy - Commercial 97.1%

Blended New and Renewal Leasing Spread 11.3%

Renewal Retention Rate 94.2%

Greater Toronto Area (GTA) Focus

% of Annualized Revenue

- Peer Average3

48.6%

24.6%

Growth driven by strategic insight

1. At 100% of project

2. If completed properties under development are included and the disclaimed Bombay/Bowring and Payless Shoes leases are excluded, SPNOI

increased by 5.4% and 4.5% for its major market portfolio and total portfolio, respectively, when compared to the same period in 2018

3. Source: Company reports. Peer group includes: FCR, CHP, and CRT (CRR and SRU do not disclose this info) Investor Presentation | RioCan | 03

Calgary

Edmonton

Vancouver

Toronto

Montreal

Ottawa

12.6%

10.6%

6.3%

5.2%

48.6%

ANNUALIZED REVENUE FROM SIX MAJOR MARKETS: 87.8%

4.5%

Investor Presentation | RioCan | 04

Concentrate within major

markets

Drive organic growth

Unlock intrinsic value

Mitigate risk effectively

Provide unitholders with a reliable and growing cash flow

while building and creating value

Key Differentiators

25 years of

REIT leadership

Leading major

market portfolio

Robust

development pipeline

Strong

balance sheet

Sustaining success and long term value

RIOCAN’S STRATEGIC PRIORITIES

Edward Sonshine O.Ont, Q.C

Chief Executive Officer

Jonathan Gitlin

President &

Chief Operating Officer

Qi Tang

Senior Vice President

& Chief Financial Officer

John Ballantyne

Senior Vice President,

Asset Management

Jeff Ross


Leasing & Tenant Coordination

Andrew Duncan


Development

Jennifer Suess


General Counsel &

Corporate Secretary

DEEP EXECUTIVE BENCHExtensive industry knowledge and unparalleled experience

Oliver Harrison


Operations


Metric 2013 Q2 2019Total

Improvement

Major Market Presence (% of Revenue) 71.7% 87.8% +16.1%

GTA Presence (% of Revenue) 41.6% 48.6% +7.0%

Same Property NOI growth 1 1.3% 2.2% 3 +0.9%

Average Net Rent PSF 1 $16.63 $19.26 +15.8%

Occupancy 1,2 96.9% 97.1% +0.2%

Development Costs on the Balance Sheet $583M $1,199M 4 +$616M

Debt to Adjusted EBITDA 7.56x 7.92x +0.36x

Unencumbered Assets $2,068M $8,104M +$6.036M

Leverage 44.0% 42.9% -1.1%

FFO Payout Ratio 90.4% 77.2% -13.2%

Net Book Value Per Unit $23.01 $25.78 +$2.77

Debt Service Coverage 2.10x 2.99x +0.89x

Unsecured Debt as % of Total Debt 24.3% 56.8% +32.5%

OUR QUALITY OF INCOME HAS NEVER BEEN STRONGEROperating metrics are producing high quality income and are supported by an improved balance sheet


1. Includes only Canadian operations

2. Committed occupancy

3. If completed properties under development are included and the disclaimed Bombay/Bowring and Payless Shoes leases are excluded, SPNOI

increased by 4.5% when compared to the same period in 2018

4. Includes $152M of Residential Inventory

HIGH-PERFORMANCE GROWTH ORIENTED PORTFOLIOConsistently delivering high-quality, growing income

High occupancy and strong net rent growth (Canadian commercial only)


Drive Organic Growth

Strong same property NOI growth in the major market portfolio

2.2%2.6%

2.9%

1.0%

2.0%

3.0%

4.0%

2017 2018 Q2 2019

Net rent CAGR since 2015 ─ 3.4%

94.0%95.6% 96.6% 97.1% 97.1%

$17.11 $17.59 $17.75

$19.07 $19.26

$14.00

$16.00

$18.00

$20.00

90.0%

95.0%

100.0%

2015 2016 2017 2018 Q2 2019

STAYING AHEAD OF CHANGING CONSUMER TRENDSStrategic insights drive long-term growth and high-quality returns

The increasing

strength and quality

of our income is a

result of growth in

necessity-based and

service-oriented

tenants within our

portfolio

No single tenant

represents >5% of

annualized rental revenue

Grocery / Pharmacy /

Liquor / Restaurants

28.1%

Personal Services21.5%

Value Retailers13.5%

Specialty Retailers

10.9%

Furniture & Home9.9%

Department Stores & Apparel

8.3%

Movie Theatres4.7%

Entertainment & Hobby3.1%

RENT BREAKDOWN Q2 2019

4%

since 2007

5%

since 2007

8%

since 2007

74% OF RENT FROM NECESSITY-BASED AND SERVICE-ORIENTED TENANTS



CANADA vs. U.S.Retail market differences

• Less retail space per capita in Canada1 (16.4 sf

per capita vs 23.5 sf per capita in the U.S.).

• Canada has one of the fastest rates of

population growth within the OEDC countries.

• Retailers in Canada face less competition, and

there are fewer players within each category

which means retailers within each category are

more viable.

• Canada has only two major department

stores (Walmart and Hudson’s Bay

Company) and has already gone

through the dislocation of Target and

Sears exiting the market.

• Distribution obstacles create a more

challenging eCommerce environment in

Canada.

Historical Background and

Stronger Demand for Yield

• Canadian REITs have a

shorter history and face

higher investor demand for

yield.

• Canadian retail REITS have

lower institutional ownership

(~32% in Canada vs. ~87%

in the U.S.).

Stronger Retail

Operating Environment

More Significant

Barriers to Entry

• Canada’s largest cities have

limited land supply due to

environmental and government

restrictions including,

development regulations and

municipal bylaws.

• Recourse borrowing and

higher proportion of secured

financing in Canada vs. U.S.

non-recourse borrowing and

heavier reliance on unsecured

financing, which leads to less

retail development.

1. Source: Retail Council of Canada Canadian Shopping Centre Study

STRATEGIC CANADIAN MAJOR MARKET POSITIONINGConcentrate in

Major Markets

1. Excludes 13 active properties under development

2. If completed properties under development are included and the disclaimed Bombay/Bowring and Payless Shoes leases are excluded, SPNOI increased

by 5.4% when compared to the same period in 2018

3. Excludes 9 active properties under development


175 assets 1

30.9M SF

87.8% of

annualized revenue13M+ SF zoned

for development

2.9%

SPNOI growth 297.8% committed

occupancy

KEY METRICS IN CANADA’S SIX MAJOR MARKETS

Calgary

Edmonton

Vancouver

Toronto

MontrealOttawa

7 assets

1.8M SF

12 assets

2.0M SF

14 assets

3.4M SF

20 assets

3.0M SF

36 assets

4.8M SF

86 assets3

15.9M SF

25%

48.6%>50%

Concentrate in

Major Markets

SUCCESSFULLY EXECUTING MAJOR MARKET STRATEGY


1. Source: Company reports. Peer group includes: FCR, CHP, and CRT (CRR and SRU do not disclose this info)

62%

87.8%>90%

% of Revenue

in Major Markets

% of Revenue

in GTA

1Peer

Average

RioCan

Vision

RioCan

Q2 20191

Peer

Average

RioCan

Vision

RioCan

Q2 2019

Disposition Progress as of August 1, 2019

Transaction type Value (M)

• Sale prices to-date are materially in line with IFRS value

• $1.6B progress since the October 2017 announcement which

encompasses 82 properties

• Dispositions span a broad range of secondary markets

Closed and Firm $1,426

Conditional / LOI $ 176

Total to Date $1,602

Weighted Average Cap Rate 6.82%


Unlock Intrinsic Value

ROBUST PIPELINE TO DRIVE CASH FLOW & NAV GROWTHHigh percentage of development pipeline zoned, enabling strong incremental NLA increase

~48% or 13.1M sf with

zoning approved, 100%

located in the six major

markets

~98% of projects are

mixed-use residential

totaling 26.5M sf

10 year head start in the zoning

approval process is key competitive

advantage in today’s more

challenging regulatory environment

2,700 residential units under

construction with additional

2,100 units underway by 2021

The Trust has

recognized $246.7M of

cumulative fair value

gains in connection with

the 3.6M sf of PUD

projects in this category

which are substantially

completed, near

completion, or under

construction

Future est. density, 6.8M sf,

25%

Application submitted, 7.3M sf,

27%Zoning

approved, 13.1M sf,

48%

Total Pipeline by Zoning Status(27.2M sf)

Zoning approved

and active with cost

estimates in

progress, 9.2M sf

Zoning approved

and active with

detailed cost

estimates, 3.9M sf 1

No significant fair value

gains yet recognized for

excess density despite

approved zoning

No significant

fair value gains

yet recognized

for excess

density

1. Includes 3.6M sf for properties under development (PUD) and 0.3M sf of residential inventory

Under Development: 4.7M sf

Completed Development: 0.2M sf

Future Development Potential: 4.0M sf

Total (at RioCan’s Interest): 14.0M sf

1.6M sf

0.5M sf

11.9M sf

UNLOCKING THE FULL POTENTIAL

OF HIGH DENSITY TRANSIT-ORIENTED LOCATIONSRioCan’s selected developments mapped to Toronto’s rapid transit system

1. Average demographics within a 3km radius

of RioCan Urban Toronto development sites

Legend

Demographics, 3km radius

Average population1: 230k

Average household income1: $130k+

Post-secondary education: 65%+


Billy Bishop Toronto City Airport

CN Tower

Toronto Pearson

International Airport

UnionStation TTC – Existing

TTC – Under Development

TTC – Station

Planned Rapid Transit Line


1. Maximum permitted is 15%. RioCan targets this metric to be no more than 10% (except for short-term fluctuations as large projects are completed)

As at

June 30, 2019Target

Properties Under Development (“PUD”) & Residential Inventory$1.2B N/A

PUD and Residential Inventory as % of Gross Assets – Per Line of

Credit and Credit Facilities Agreements8.0% ~ 10%1

Investment in Greenfield Development and Residential Inventory as %

of Unitholder Equity - Per Declaration of Trust 4.3% N/A


WELL-POSITIONED FOR VALUE CREATIONPrudent approach to development

Current PUD and InventoryBalance

Annual Development Spend Annual DevelopmentCompletions

Target PUD and InventoryBalance *

$1.2B

$400M-$500M< $1.5B

$300M-$600M

RioCan plans to self fund development as much as possible

Manage Risk Effectively

DRIVING LONG-TERM GROWTH

41 potential

residential

projects

20,000

potential

units 1

2,100 additional

units underway by

2021 1

2,700 units

currently under

construction 1

100% located

in Canada’s

major markets

Delivering best-in-class purpose-built rental units and condos along Canada’s most prominent

transit corridors, RioCan Living shapes the communities where Canadians shop, live and work.


Investor Presentation | RioCan | 151. At 100% of project

2018 2019 2020+

Yonge Eglinton Northeast

Corner (ePlace)Brentwood Village

(Brio)

Bathurst College

Centre

Gloucester Phase I

(Frontier)Dupont Street

(Litho)

College & Manning

(Strada)

King Portland Centre

(Kingly)

491 College St


TREMENDOUS SOURCE OF CASH FLOW & NAV GROWTHMixed-use development in high growth, high population, transit-oriented major markets


Yonge Sheppard Centre and Pivot, Toronto, ON

Scrivener Square, Toronto, ON

11 YV (Yorkville), Toronto, ON

RioCan Hall, Toronto, ON

DEVELOPMENT YIELD AND VALUE CREATION



• Estimates for five recent development projects that are complete or close to completion:

$574.5M

Total

Estimated Net

Project Costs 1

$32.6M

Estimated

Stabilized

NOI

$779.7M

Estimated

Future Stabilized

Value 2

5.7%

Estimated Yield on

Total Costs

$230.4M

Total Estimated

Incremental

Value Creation3

King and Portland Centre, TorontoePlace, Toronto Frontier, Ottawa

Bathurst College Centre, Toronto

Sage Hill, Calgary

1. Total estimated net project costs include the cost of acquiring the remaining 50% interest in the residential rental tower

and the remaining 50% interest in the retail component at ePlace based on existing agreements in place

2. Excludes condo gains

3. Includes $25.2M of condo gains. Of the total estimated incremental value creation of $230.4M, $174.0M has been

recognized through property fair market values, applicable interim and fee income and applicable condo gains

Source: Company reports. Peer group includes: FCR, SRU, CHP, CRT, and CRR.

• Solid balance sheet with strong debt-to-Adjusted

EBITDA, leverage and coverage ratios relative to

peers

• Laddered debt maturity profile with mostly fixed-rate

debt to manage interest rate risk

• Access to multiple sources of capital

• Liquidity and financial flexibility with ample

availability on credit facilities and an $8.1B

unencumbered assets pool, generating 58.5% of

annualized NOI


DISCIPLINED CAPITAL ALLOCATION STRATEGYConservative capital structure provides financial strength and flexibility

• Self-fund development program through a variety

of accessible sources

• Net proceeds from dispositions

• Sales proceeds from air rights sales and

condominium / townhouse developments

• Strategic alliances

• Excess operating cash flows

• Sale of marketable securities

RioCan Peer Average

7.9x

8.4x

Debt-to-Adjusted EBITDA

42.9%

45.8%

Leverage

3.0x

2.4x

Debt Service

3.5x

3.1x

Interest Coverage




COMMITTED TO ESGSystematically embed environmental, social, and governance (ESG) considerations

• Published our inaugural Sustainability Report on May 6, 2019. Selected sustainability metrics:

41% of management

are female

Habitat

for Humanity

$100,000 donation made and

140 employees volunteered

their time in Build Days

Greenhouse Gas (GHG)

Emissions Verified

in accordance with ISO 14064-3

BOMA BEST

certified

26 properties certified, as of December 31, 2018

99% of Operations

spending is from Canadian suppliers

Sustainability Policies Community, Employee

Volunteering, Procurement, Business Ethics

Environmental

Management System

and Utility Data

Management System

aligned to ISO 14001

Tenant Engagement

Survey

First ever survey of our top 20 tenants in major markets

77% of respondents

would recommend RioCan

GRESB Score

Improved Public Disclosure Score and achieved a 16-point increase

in survey score compared to prior year

APPENDIX

CASE STUDIES


Ownership

100%

On August 30, 2019, RioCan acquired

from KingSett its non-managing, 50%

interest for approximately $358M1. As

part of the transaction, KingSett took an

equity position in RioCan through an

investment of $100M in RioCan units

with a one-year lock-up agreement

NLA on Completion

(at 100%)~1.0M sf

Leasing Status82% (retail)

100% (office)

Major TenantsLA Fitness, Longo’s (Q3 2019),

and Cactus Club Cafe (Q1 2020)

Demographics within 3km radius:

Population: 156,152

Average income: $121,463

• Located at one of Toronto’s busiest intersections, with

access to the Yonge and Sheppard subway lines

• This mixed-use development will feature 401k sf of office

space, 299k sf of retail space, and 258k sf of residential

space (361 units) upon completion (at 100%)

• Two phased redevelopment underway:

- Phase I: A transformative overhaul of the retail and

office space to modernize the overall look and feel of

the property is near completion (2019)

- Phase II: Residential tower under construction (2020)

CASE STUDY | CREATING COMPELLING MIXED-USED CENTRES

Investor Presentation | RioCan | 211. Net of certain working capital adjustments

Yonge Sheppard Centre & Pivot Unlock Intrinsic Value


• eCentral is a 36 storey, 466-unit rental residential building

• 277 units leased as of August 1, 2019

• Rents averaging $3.88 per square foot (for market rent units)

• Unparalleled access to the Yonge subway and the new Eglinton Crosstown LRT

• Part of mixed-use ePlace which also includes (at 100%):

• 22k sf of retail (flagship TD Bank and foodservice)

• 20k sf commercial condo

• 58 storey, 623 unit eCondos condominium tower (fully sold out,

possession in 2019)

CASE STUDY | ePLACE (eCENTRAL & eCONDOS)

1. Total estimated net project costs include estimated net project costs for the Trust's current 50% interest plus the cost of acquiring the remaining 50% interest in the

residential rental tower eCentral at costs plus $10.0 million and the remaining 50% interest in the retail component based on stabilized retail NOI at a 7.0% capitalization

rate pursuant to the existing agreements with our project partners. Both transactions are expected to close in Q3 2019.

Pro Forma Ownership 100%

Construction Start 2015

Construction Completion 2019

Total Cost1 $220.0M

Stabilized Value $322.1M

Value Creation ($M) $102.1M

Value Creation (%) 46.4%

Condo Sale Gains (@ 50%) $14.0M

Total Project - Value

Creation$116.1M

Stabilized NOI $11.6M

Estimated $116.1M of value creation


Population: 190,988



Ownership50% JV with

Killam REIT



Total Cost 1 $34.3M


Value Creation ($M) $14.7M

Value Creation (%) 42.9%



Frontier rental residential phase I:

• 23 storey, 228-unit rental residential

building

• 164 units leased with rent per square

foot averaging $2.50, as of August 1,

2019

• Stabilization expected by the end of

2019

• Located on a 7.1 acre portion of

RioCan’s Gloucester Silver City

Shopping Centre

• Adjacent to the new Confederation

LRT line at the Blair Station in

Ottawa

• Sustainable development including

a geothermal energy system


CASE STUDY | FRONTIER (PHASE I)

Zoning has been approved for four residential

towers on the site with up to 840 units

RioCan Gloucester Silver City shopping centre

tenant mix is strong and diverse: Cineplex theatre,

Chapters, Goodlife and numerous restaurants


1. Total costs are net of applicable interim and fee income during the development period

Phase 1



CASE STUDY | KING & PORTLAND & KINGLY CONDOSUnlocking value through urban mixed-use development

• Urban Toronto, transit-oriented location with

frontage on King St

• One of the first projects in the RioCan/Allied

urban intensification joint venture.

• 433k sf mixed-use development (at 100%),

including Kingly, a 132-unit condominium

building

Ownership50% JV with Allied

Properties REIT



Total Cost1 $88.8M


Value Creation ($M) 2 $41.1M

Value Creation (%) 2 46.3%

Condo Sale Gains $11.2M

Total Project - Value Creation $52.3M


1. Total cost includes the total project costs of the commercial component of the project net of applicable interim and fee income during the development period

2. Since acquisition date

3. Source: Environics Analytics Data Stats 2018 – assumes a 1km trade area for downtown Toronto


Newly constructed office space is fully

leased to Shopify (183k sf) and Indigo

(79k sf). Targeted LEED platinum

Existing 55k sf of previously existing

adjacent office space is fully leased

with significant rent upside potential

~18k sf of retail space fully leased to restaurant

and food service curated to suit a dense,

growing and desirable demographic


Population: 300,453


Kingly Condos: 132

condominium units sold out,

exceeding price expectations.

Possession is expected Q3 2019

Proposed

Located in downtown Toronto’s west side, The Well is a

~3.0M sf of net leasable area (at 100%), first-of-its kind

take on urban mixed-use in Canada.

• 1.1M sf of office

• 420k sf of retail, food and service

• 90k sf evolved food market

• 1,700 condominium and purpose built rental units

• 11k people to live and work on-site once completed


CASE STUDY | TRANSFORMING TORONTO’S WEST SIDEThe Well Unlock

Intrinsic Value

2300 Yonge Street. P.O. Box 2386. Toronto, ON. M4P 1E4 | Email: [email protected] | (T) 1-800-465-2733 or (416) 866-3033

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