Primaris Retail REIT is governed by a board of trustees, a majority of which must be independent of the REIT. The six-member board is comprised of independent directors. Trustees are elected by unitholders. Primaris has no right to appoint trustees.

Primaris Retail REIT is committed to best governance practices and is in full compliance with the corporate governance guidelines established by the Ontario Securities Commission for listed companies. Trustees are required to comply with conflict of interest restrictions and provisions, including a strict protocol for the disclosure of any material real estate interest that could be construed as a conflict with the best interests of the REIT's unitholders.

The governance requirements for trustees include:

• The board and each of its committees is chaired by an independent trustee.
• The audit committee and governance and nominating committee are comprised solely of independent trustees.
• All trustees are appointed for a one-year term, subject to annual re-election by unitholders.
• Each independant trustee must purchase a minimum of REIT units valued at $150,000  during the first three years as a trustee.
• A majority of the independent trustees must approve any proposed asset acquisition that is a related party transaction.

Primaris Retail REIT Board of Trustees Mandate
Primaris Retail REIT Chair of the Board of Trustees Mandate
Primaris Retail REIT Audit Committee Mandate
Primaris Retail REIT Distribution Committee Mandate
Primaris Retail REIT Code of Conduct
Primaris Retail REIT Management Resources Committee
Primaris Retail REIT Governance and Nominating Committee