Tax Election

LETTER OF INSTRUCTION FOR ELECTING SHAREHOLDERS OF FIRST CAPITAL REALTY INC.
(“Tax Election Package”)

This Tax Election Package is made available to all Electing Shareholders (as defined in the Circular) who validly elect to exchange common shares (“Common Shares”) of First Capital Realty Inc. (the “Company”), for class B limited partnership units (“Exchangeable LP Units”) of First Capital REIT Limited Partnership (“FCR LP”), pursuant to a proposed arrangement (the “Arrangement”).

The Arrangement is being submitted for approval at a special meeting of shareholders of the Company that is scheduled to be held on December 10, 2019 or any adjournment(s) or postponement(s) thereof (the “Meeting”) as further detailed in the management information circular dated October 25, 2019 (the “Circular”). The terms and conditions of the Arrangement are incorporated by reference in this Tax Election Package and capitalized terms used but not defined herein have the meaning set out in the Circular. The Circular contains important information and Registered Shareholders are urged to read the Circular in its entirety.

As described in the Circular, an Electing Shareholder who receives Exchangeable LP Units under the Arrangement potentially is entitled to make and file with the Canada Revenue Agency (the “CRA”) a valid joint tax election (“Tax Election”) with FCR LP under subsection 97(2) of the Income Tax Act (Canada) (the “Tax Act”) in connection with the Arrangement. Only Shareholders who are Electing Shareholders are eligible to make a Tax Election.

An Electing Shareholder must provide (i) a duly completed Letter of Transmittal and Election Form with all required information to the Depositary, and (ii) two copies of the Tax Election Form to the Limited Partnership (and any corresponding form under provincial or territorial tax legislation) to FCR LP by 5:00 p.m. (Toronto Time) on December 6, 2019 (the “Election Deadline”) as outlined in the Tax Election Package.

It will be the sole responsibility of each Electing Shareholder who wishes to make such an election to obtain the appropriate federal, provincial or territorial tax election forms and to duly complete and submit such forms to FCR LP by the Election Deadline and to subsequently file such elections within the time prescribed by legislation.