May 2014

NASDAQ: WHLR

2

SAFE HARBOR

Wheeler Real Estate Investment Trust, Inc. (the ”Company”) considers portions of the information in this presentation to be

forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities

Exchange Act of 1934, both as amended, with respect to the Company's expectation for future periods. Although the Company

believes that the expectations reflected in such forward‐looking statements are based upon reasonable assumptions, it can give no

assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be

deemed to be forward‐looking statements. There are a number of important factors that could cause results to differ materially from

those indicated by such forward‐looking statements, including, among other factors, local conditions such as oversupply of space or a

reduction in demand for real estate in the area; competition from other available space; dependence on rental income from real

property; the loss of, significant downsizing of or bankruptcy of a major tenant; constructing properties or expansions that produce a

desired yield on investment; the Company’s ability to renew or enter into new leases at favorable rates; to buy or sell assets on

commercially reasonable terms; to complete acquisitions or dispositions of assets under contract, to secure equity or debt financing

on commercially acceptable terms or at all; to enter into definitive agreements with regard to financing and joint venture

arrangements or the Company’s failure to satisfy conditions to the completion of these arrangements. For additional factors that

could cause the results of the Company to differ materially from those indicated in the forward‐looking statements, please refer to

“Risk Factors” listed in the Company’s most recent registration statement filed with the SEC and available for review at www.sec.gov.

Readers are cautioned that forward looking statements are not guarantees of future performance, and should not place undue

reliance on them. In formulating the forward looking statements contained in this presentation, it has been assumed that business and

economic conditions affecting Wheeler will continue substantially in the ordinary course. These assumptions, although considered

reasonable at the time of preparation, may prove to be incorrect.

3

SNAPSHOT

Wheeler Real Estate Investment Trust

Exchange: Nasdaq

Ticker: WHLR

As of May 12, 2014

Market Cap: $33.7 million

Stock Price: $4.68

52-Week Trading Range: $3.75-$6.49

Common Stock Outstanding: 7.2 million

Annualized Dividend: $0.42

Dividend Yield: 9.0%

Portfolio: 23 properties

Headquartered in Virginia Beach, VA

Specializes in owning, acquiring, financing,

developing, renovating, leasing and managing

income producing retail focused assets.

Dedicated to opportunistically acquiring and re-invigorating well-located

retail properties that generate attractive risk-adjusted returns

4

Strategic focus on retail properties located in secondary and tertiary markets

Grocery-anchored

Service-oriented (“Day Trippers”)

Attractive niche market opportunity with considerable room for upside

Expiring CMBS debt maturities

Shift by larger REITs to core markets

Generational family shifts

Knowledgeable management team with experience acquiring / managing / developing

properties through multiple interest rate cycles

Averaging 50% to replacement cost per acquisition

Regular monthly dividends with a current annual distribution of $0.42 per share

($0.035 per month)

Attractive current yield (9.0%*) comparable to other retail REITS

Proven growth capability with a strategic focus on long-term sustainability

Since November 2012, when Wheeler went public, the Company has acquired 15 additional

properties and increased gross leasable area by 1,026,517 square feet.

“You can’t get your nails done online,” Jon Wheeler, Chairman and CEO of Wheeler Real Estate Investment Trust.

* as of 5/12/14

INVESTMENT HIGHLIGHTS

Company Background

6

WHEELER INTERESTS

CASE STUDY:

PERIMETER SQUARE Tulsa, OK

Shopping center purchased in 2006

Improvements made included parking

lot overlay and restriping, installation

of a new roof system; façade

renovations and new paint

throughout

Property purchased with a 2011

Projected Gross Revenue of

$593,670

2011 Actual Gross Revenue of

$878,829

Wheeler Interests believed additional capital would

enable the Company to acquire properties at

substantial discounts to replacement cost.

Jon Wheeler and his associates at Wheeler Interests

formed Wheeler Real Estate Investment Trust, Inc.

(WHLR) and in November 2012, WHLR completed its

IPO: Eight existing properties from Wheeler Interests rolled

into Trust

3.0 million shares issued, with an initial price of $5.25 per share

Monthly dividend at an initial annual distribution of $0.42 per share

­ Represented an 8% yield based on IPO price

WHAT LED TO WHLR - WHEELER INTERESTS

In 1999, Jon Wheeler founded Wheeler Interests, a company focused on the acquisition,

renovation, leasing and management of commercial shopping center properties. Acquired over 60 shopping centers and completed the sale of 11 assets

Average quarterly internal rate of return approximately 28%

7

Steven M. Belote, Chief Financial Officer

Since August 2011, Steven M. Belote has served as WHLR’s Chief Financial Officer. Prior to joining WHLR, Mr. Belote

worked at Shore Bank, as their CFO, playing a significant role in taking the bank public in 1997. He also served as CFO for

the bank’s publicly-traded holding company, Shore Financial Corporation. Mr. Belote’s previous experience also includes

having worked for seven years at BDO Seidman, LLP; a large international public accounting and consulting firm, located

in Washington, D.C.

Jon S. Wheeler, Chairman and CEO

WHLR’s Chairman and Chief Executive Officer, Jon S. Wheeler, has over 32 years of experience in the real estate

industry. Mr. Wheeler also currently serves as the President & CEO of Wheeler Interests, a real estate acquisition,

development, management and leasing firm. Mr. Wheeler has overseen the acquisition of over 60 properties with

Wheeler Interests, which has become one of the fastest growing real estate investment and operating firms in the Mid-

Atlantic, Southeast and Southwest regions.

WHLR’s executive officers, together with the management teams of its service companies,

have over 150 years of combined experience in the real estate industry.

SEASONED, ACCOMPLISHED & REPUTABLE MANAGEMENT TEAM

Date Activity Gross Leasable Area

November 2012 Completes IPO 348,490

December 2012 Acquires Surrey Plaza, Harps Food Store and Twin City Crossing Shopping Center for a combined acquisition value of $11.35 million. 470,350

June 2013

Completes a $4.5 million private placement transaction.

Issued an aggregate of 4,500 shares of preferred stock

Acquires Bixby Commons for $10.6 million 545,350

August 2013

Completes Secondary Offering:

Approximately 3.2 million shares issued (including over-allotment) at a price to the public of $4.30 per share

Approximately $11.9 million in gross proceeds raised

Acquires Forrest Gallery and Tampa Festival for a combined acquisition value of $23.4 million 897,288

September 2013 Acquires Jenks Reasor’s for $11.4 million 978,288

October 2013 Acquires Starbucks/Verizon, a free-standing retail center for $1.4 million 984,388

December 2013

Completes a $10 million in private placement transaction Two tranche transaction

Offering and sale of convertible and nonconvertible 9% senior notes and warrants

Acquires Jenks Plaza and Winslow Plaza for a combined acquisition value of $8.3 million.

Acquires portfolio of five grocery anchored shopping centers for a combined acquisition value of $15.8 million. 1,294,572

January 2014

Addition of Wheeler Development Taxable REIT subsidiary that will provide development services to current tenants or potentially third parties.

Closed on Second Tranche of Financing (completed initial portion Dec. 2013) Raised an additional $2.2 million of 9% non-convertible senior notes and warrants to purchase shares of Wheeler common stock.

April 2014

Completes $18 million offering of Series B Preferred Stock and Warrants

Issued 720,000 shares of Series B Convertible Preferred Stock and Warrants to purchase an aggregate of 864,000 shares of common stock

Preferred Stock and Warrants trade on the Nasdaq Capital Market under the symbols “WHLRP” and “WHLRW”, respectively

May 2014 Assumes contract to acquires Cypress Shopping Center for $8.3 million 1,375,007

8

TIMELINE

8 locations in

4 states

24 locations

in 8 states

9

QUARTERLY IMPROVEMENTS

$1.62 $1.63

$1.98

$3.48 $3.66

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014

Millio

ns

Total Revenue

($0.48)

($1.38)

($2.51)

($0.01)

($1.25)

-$3.0

-$2.5

-$2.0

-$1.5

-$1.0

-$0.5

$0.0

Q1 2013 Q2 2013 Q3 2013 Q4 2013* Q1 2014

Millio

ns

Net Loss

$1.32 $1.34

$1.59

$2.74 $2.74

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014

Millio

ns

Property NOI

$0.17

($0.70)

($1.64)

$1.26

$0.54

-$2.0

-$1.5

-$1.0

-$0.5

$0.0

$0.5

$1.0

$1.5

Q1 2013 Q2 2013 Q3 2013* Q4 2013 Q1 2014

Millio

ns

Funds From Operations

* Included approximately $2.2 million in acquisition related costs and non-recurring legal expenses.

Portfolio / Pipeline “Necessity” Retail

11

Geographically diverse with properties located in Virginia, North Carolina, South Carolina, Oklahoma, Georgia, Tennessee, Florida and New Jersey

WHLR’s 23 properties are primarily found in secondary and tertiary markets that exhibit stable demographics and have historically exhibited favorable trends, such as strong population and income growth.

Majority of properties leased by nationally and regionally recognized retailers of consumer goods (Food Lion / CVS / TJ Maxx), which are less impacted by fluctuations in the economy.

PROPERTY OVERVIEW

Property Mix of WHLR’s GLA

Free-Standing Retail Shopping Center Office

12

PORTFOLIO OVERVIEW (as of 3/31/2014)

* Weighted Average

Existing Properties

Top Ten Tenants (as of 3/31/2014) GLA

% of

Total GLA*

Food Lion 146,280 11.30%

Reasor's Foods 81,000 6.26%

Bi-Lo 75,498 5.83%

Associated Warehouse Grocers 75,000 5.79%

Family Dollar 57,427 4.44%

Kroger 48,780 3.77%

Winn Dixie 45,600 3.52%

Peebles 32,680 2.52%

TJ Maxx 32,400 2.50%

Harvey's Supermarket 29,000 2.24%

Total: 623,665 48.17%

*Total GLA as of 3/3/1/2014 is 1,294,572 sq ft

1,294,572 square feet of gross leasable area; 23 locations in 8 states

Approximately 174 tenants with over 67% leased through 2015 or beyond

Top 10 tenants under 41% of total annualized rent

Occupancy level by square feet was approximately 94.2%

Wheeler has

properties in

these states

13

2010 U.S. Census Population Change Map

Target markets in the Mid-Atlantic, Southeast and Southwest

Focused on areas exhibiting attractive economic fundamentals and have favorable supply-demand characteristics

SOUTHEAST / SOUTHWEST MARKET GROWTH

14

Focus on secondary and tertiary markets

50,000 to 300,000 square-foot property types that focus on consumer goods

Properties with favorable, existing leases

Target properties with anchor tenants that offer consumer goods, less likely to be impacted by fluctuations in the economy

As a long-term strategy, acquire properties with shorter-term leases for in-line tenants, which can then be renewed at higher market rates

Shoppes at TJ Maxx

Lumber River Village

ACQUISITION PROFILE - CRITERIA

15

DEVELOPMENT SEGMENT

Founded in 2006 Has developed nine properties in four states of which seven

are currently owned by the REIT

Specializes in ground up development, redevelopment of mature centers, phase two developments for existing centers and build to suit projects for select tenants.

Acquired by the REIT January 2014

The Company can seek new potential opportunities while

simultaneously leveraging the benefit of owning a taxable REIT subsidiary that allows the Company to provide development services to current tenants or potentially third parties.

Expects to utilize expertise to cost-effectively establish and grow development subsidiary.

Broad pipeline of locations targeted to develop retail

properties in secondary and tertiary markets.

The Shoppes at Eagle Harbor Developed by Wheeler Development in 2009

16

PEER COMPARISON

94.2%

85.8%

89.7% 90.2%

95.3%

92.8%

93.5%

95.6% 9.0%

8.1%

5.4%

4.9%

4.2%

3.5% 3.2%

2.6%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

84.0%

86.0%

88.0%

90.0%

92.0%

94.0%

96.0%

Wheeler Whitestone Excel Urstadt

Biddle

Kite Realty Equity One Cedar Federal

Realty

Annual D

ividend Y

ield

* O

ccupan

cy R

ate

(as

of 3/3

1/1

4)

Retail REITS

Occupancy Rate Annual Yield

*as of 5/12/2014

17

WHLR maintains a healthy debt profile with maturities through 2018

Strong lending relationships with nationally recognized banks; strong capital position expected to significantly improve bargaining power

Weighted average interest rate of 5.39%

$6.5

$18.7

$13.8

$5.8

$14.7

$37.0

$0

$5

$10

$15

$20

$25

$30

$35

$40

2015 2016 2017 2018 2019 Thereafter

Outs

tandin

g D

ebt

(in m

illio

ns)

Maturity Date

WHLR’s Debt Profile (as of 3/31/2014*)

Total Outstanding Debt:

$96.5* million

DEBT / MATURITY PROFILE*

18

INVESTMENT CONSIDERATIONS

Regular monthly dividends at an anticipated annual

distribution rate of $0.42 per share

Attractive yield compared to retail REITS (9.0%*)

Industry leading occupancy rates

Strategic focus on retail properties located in secondary

and tertiary markets

Diversified geography and tenant base mitigates risk

Niche market opportunity with considerable room for

upside

Knowledgeable management team with experience

acquiring / managing through multiple interest rate

cycles

Long-term strategy for balancing growth with

sustainable returns

Monarch Bank

* as of 5/12/14

19

NASDAQ: WHLR

May 2014

Appendix: Valuation / Financials

/Portfolio Details

21

PORTFOLIO OVERVIEW (as of 3/31/2014)

Property Location Year Built/ Renovated

Net Rentable Square Feet

Number of Tenants

Percentage Leased

Annualized Base Rent

Annualized Base Rent per Leased Sq. Foot

Amscot Tampa, FL 2004 2,500 1 100.0% $ 100,738

$ 40.30

Bixby Commons Bixby, OK 2012 75,000 1 100.0% 768,500 10.25

Clover Plaza Clover, SC 1990 45,575 10 100.0% 348,327 7.64

Forrest Gallery Tullahoma, TN 1987 214,451 25 91.2% 1,156,067 5.91

Harps Grove, OK 2012 31,500 1 100.0% 364,432 11.57

Jenks Plaza Jenks, OK 2007 7,800 5 100.0% 140,152 17.97

Jenks Reasors Jenks, OK 2011 81,000 1 100.0% 912,000 11.26

Lumber River Village Lumberton, NC 1985/1997-98 (expansion)

/2004

66,781 12 100.0% 524,366 7.85

Monarch Bank Virginia Beach,

VA 2002 3,620 1 100.0%

243,241

67.19

Perimeter Square Tulsa, OK 1982-1983 58,277 8 95.7% 674,973 12.10

Riversedge North Virginia Beach,

VA 2007 10,550 1 100.0%

294,056

27.87

Shoppes at TJ Maxx Richmond, VA 1982/1999 93,552 15 88.8% 933,555 11.24

South Square Lancaster, SC 1992 44,350 5 89.9% 316,650 7.95

Starbucks/ Verizon Virginia Beach,

VA 1985/2012 5,600 2 100.0%

185,695

33.16

St. George Plaza St. George, SC 1982 59,279 6 85.8% 353,783 6.96

Surrey Plaza Hawkinsville, GA 1993 42,680 5 100.0% 290,745 6.81

Tampa Festival Tampa, FL 1965/2009/

2012 137,987 22 100.0%

1,211,410

8.78

Eagle Harbor Carrollton, VA 2009 23,303 7 100.0% 445,386 19.11

Twin City Commons Batesburg-

Leesville, SC 1998/2002 47,680 5 100.0%

449,194

9.42

Walnut Hill Plaza Petersburg, VA 1959/2006/

2008 89,907 11 82.7%

587,937

7.91

Waterway Plaza Little River, SC 1991 49,750 9 97.6% 424,313 8.74

Westland Square West Columbia,

SC 1986/1994 62,735 6 83.1%

414,086

7.94

Winslow Plaza Sicklerville, NJ 1990/2009 40,695 15 94.1% 563,003 14.70

Total 1,294,572 174 94.2% $ 11,702,609

$ 9.59

22

PEER VALUATION*

WHLR will continue a monthly dividend at an

anticipated annual distribution of $0.42 per share

REIT Name Symbol

% Leased

(as o f 3/ 31/ 14) Last Price

Annual

Dividend Yield Market Cap

Enterprise

Value

Wheeler Real Estate Investment Trust WHLR 94.2% $4.69 $0.42 9.0% 33.84M $127.97M

Whitestone REIT WSR 87.0% $14.24 $1.14 8.1% 318.74M $577.94M

Excel Trust, Inc. EXL 89.7% $12.99 $0.70 5.4% 627.49M $1.15B

Inland Real Estate Corp. IRC 95.2% $10.61 $0.57 5.4% 1.06B $1.94B

Washington Real Estate Investment Trust WRE 92.2% $24.86 $1.20 4.9% 1.65B $2.73B

Urstadt Biddle Properties Inc. UBA 86.8% $20.86 $1.01 4.9% 648.82M $903.52M

Retail Properties of America, Inc. RPAI 94.6% $14.77 $0.66 4.5% 3.49B $5.72B

Ramco-Gershenson Properties Trust RPT 94.6% $16.61 $0.75 4.6% 1.14B $1.87B

SL Green Realty Corp. SLG 92.5% $108.82 $2.00 1.8% 10.37B $17.36B

Kite Realty Group Trust KRG 95.3% $6.27 $0.26 4.2% 829.94M $1.65B

Weingarten Realty Investors WRI 94.5% $31.58 $1.30 4.1% 3.87B $5.92B

Retail Opportunity Investments Corp. ROIC 94.7% $16.01 $0.64 4.0% 1.2B $1.87B

Kimco Realty Corporation KIM 94.1% $22.70 $0.90 4.0% 9.34B $13.44B

Equity One Inc. EQY 93.9% $22.96 $0.88 3.8% 2.7B $4.98B

Regency Centers Corporation REG 94.3% $54.01 $1.88 3.5% 5.01B $7.21B

Acadia Realty Trust AKR 95.6% $27.73 $0.92 3.3% 1.59B $2.63B

Saul Centers Inc. BFS 94.8% $47.02 $1.60 3.4% 977.26M $1.87B

Cedar Realty Trust, Inc. CDR 93.5% $6.26 $0.20 3.2% 477.96M $1.31B

Federal Realty Investment Trust FRT 95.6% $118.79 $3.12 2.6% 7.89B $10.24B

Total Average 93.3% 4.5%

SOURCE: Capital IQ

*as of 5/12/14

23

PEER PERFORMANCE*

Performance

REIT Name Ticker Price Average Volume

(in 000s) Month Quarter Half Year YTD

Wheeler Real Estate Investment Trust WHLR $4.69 23.07 1.70% 16.55% 19.45% 15.42%

SL Green Realty Corp. SLG $108.82 595.1 7.21% 15.50% 17.99% 18.04%

Excel Trust, Inc. EXL $12.99 275.18 3.04% 14.60% 11.43% 14.60%

Retail Opportunity Investments Corp. ROIC $16.01 649.74 3.78% 13.06% 10.47% 9.41%

Retail Properties of America, Inc. RPAI $14.77 1554.55 5.58% 12.59% 8.29% 17.52%

Urstadt Biddle Properties Inc. UBA $20.86 87.55 1.17% 12.54% 10.44% 13.71%

Regency Centers Corporation REG $54.01 453.69 4.28% 12.01% 8.53% 17.35%

Washington Real Estate Investment Trust WRE $24.86 389.66 2.96% 10.62% -0.08% 6.98%

Kimco Realty Corporation KIM $22.70 2693.81 2.53% 9.75% 8.65% 16.27%

Acadia Realty Trust AKR $27.73 298.8 4.05% 8.44% 6.00% 12.72%

Weingarten Realty Investors WRI $31.58 679.28 2.18% 8.00% 3.39% 15.89%

Whitestone REIT WSR $14.24 90.72 0.57% 6.32% 8.27% 9.44%

Federal Realty Investment Trust FRT $118.79 444.72 4.39% 6.21% 12.68% 17.95%

Ramco-Gershenson Properties Trust RPT $16.61 343.9 0.92% 6.13% 3.72% 5.72%

Saul Centers Inc. BFS $47.02 25.38 0.51% 4.63% -0.06% 0.15%

Inland Real Estate Corp. IRC $10.61 403.3 2.12% 4.03% 2.12% 2.42%

Cedar Realty Trust, Inc. CDR $6.26 404.02 4.37% 3.85% 12.30% 0.81%

Equity One Inc. EQY $22.96 588.43 3.29% 2.00% -0.30% 3.15%

Kite Realty Group Trust KRG $6.27 856.02 4.91% 1.97% 2.65% -3.73%

Average: 3.13% 8.88% 7.68% 10.20%

Source: finviz.com

* as of 5/12/2014

24

CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended

March 31,

2014

2013

TOTAL REVENUES $ 3,664,152

$ 1,617,916

OPERATING EXPENSES:

Property operations 923,182

300,702

Depreciation and amortization 1,785,602

648,132

Provision for credit losses -

15,000

Corporate general & administrative 823,318

583,792

Total Operating Expenses 3,541,102

1,547,626

Operating Income 123,050

70,290

Interest expense (1,368,938)

(549,628)

Net Loss (1,245,888)

(479,338)

Less: Net income (loss) attributable

to noncontrolling interests (87,252)

(45,656)

Net Loss Attributable to Wheeler REIT (1,158,636)

(433,682)

Preferred stock dividends (40,703)

-

Net Loss Attributable to Wheeler REIT

Common Shareholders $ (1,199,339)

$ (433,628)

Loss per share:

Basic and Diluted $ (0.17)

$ (0.13)

Weighted-average number of shares:

Basic and Diluted 7,185,550

3,301,502

25

BALANCE SHEET SUMMARY

March 31, 2014

December 31, 2013

ASSETS:

Investment properties, net $ 101,254,487 $ 101,772,335

Cash and cash equivalents 2,136,330 1,155,083 Rents and other tenant receivables, net 1,869,008 1,594,864 Deferred costs and other assets, net 19,828,594 20,847,984

Total Assets $ 125,088,419 $ 125,370,266

LIABILITIES:

Loans payable $ 96,477,256 $ 94,562,503

Below market lease intangible, net 2,645,626 2,674,566 Accounts payable, accrued expenses and other liabilities 2,608,844 2,526,388

Total Liabilities 101,731,726 99,763,457

Commitments and contingencies — — EQUITY:

Series A preferred stock (no par value, 5,000,000 and 500,000 shares authorized, 1,809

shares issued and outstanding, respectively) 1,458,050 1,458,050 Common stock ($0.01 par value, 75,000,000 shares authorized, 7,216,238 and

7,121,000 shares issued and outstanding, respectively 72,162 71,210 Additional paid-in capital 28,563,214 28,169,693 Accumulated deficit (13,255,297 ) (11,298,253 )

Total Shareholders’ Equity 16,838,129 18,400,700 Noncontrolling interests 6,518,564 7,206,109

Total Equity 23,356,693 25,606,809

Total Liabilities and Equity $ 125,088,419 $ 125,370,266

26

FFO and CORE FFO

Three Months Ended

March 31,

2014 2013

Net Loss $ (1,245,888) $ (479,338)

Depreciation of real estate assets 1,785,602 648,132

Total FFO 539,714 $ 168,794

Legal and accounting costs for acquisitions 57,000 -

Total Core FFO $ 596,714 $ 168,794

Total FFO per common share and OP unit $ 0.06 $ 0.03*

Total Core FFO per common share and OP unit $ 0.06 $ 0.03*

*as of March 31, 2013, there were 5,159,570 common stock and OP units outstanding

27

For Additional Information

At the Company: Investor Relations Counsel:

The Equity Group Inc.

Steven Belote

Chief Financial Officer

Steven@whlr.us

757-627-9088

Robin Hanisch

Corporate Secretary

Robin@whlr.us

757-627-9088

Terry Downs

Associate

TDowns@equityny.com

212-836-9615

Adam Prior

Senior Vice President

APrior@equityny.com

212-836-9606

28

Think Retail. Think Wheeler.®

WWW.WHLR.US NASDAQ: WHLR