#1Discussion Materials for RHO Special Committee Special Mer February 4, 2016 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch#2Notice to Recipient Confidential Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. 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Copyright 2015 Bank of America Corporation.#3Project Delta Discussion Materials for RHO Special Committee Table of Contents Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 1. Executive Summary 2. RHO Historical Overview 3. Preliminary Financial Analyses 4. Preliminary Overview of Potential Alternatives Appendix Weighted Average Cost of Capital Selected Precedent Retail Transactions Selected Case Studies 1 6 14 21 26 26 27 28#4Executive Summary Bank of America Merrill Lynch Preliminary, Subject to Further Review and Revision Bank of Am Merrill Lyn#5Executive Summary BofA Merrill Lynch appreciates the opportunity to discuss with RHO's Special Committee (the "Special Committee") certain preliminary market and financial perspectives regarding RHO and potential next steps Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Since the Company's spin-off at the beginning of 2012, RHO's management has made substantial progress upgrading RHO's portfolio through acquisitions and redevelopments ■ The Company has acquired $1.1bn of assets (¹) and spent $124 million (2) on 15 completed projects which has resulted in occupancy improving +430bps (3), releasing spreads averaging +10% (3), net operating income (NOI) growing 9% per year (3), and sales per square foot improving from $284 to $350 (3) ■ Further potential value creation is expected by RHO management as a result of 13 strategic projects with a projected total of $201 million (4) in capital expenditures between 2016 and 2018 and more than $15 million (3) of signed, not yet open (SNO), rents on line ■ Despite demonstrated performance and potential growth drivers, RHO's stock price performance has faced significant headwinds As of January 15, 2016, prior to BOREAS' acquisition proposal announcement, RHO's total returns had declined (23.2%) since the beginning of 2015 (retail peer selected companies (5) were down (35.1%) in the same period) and by (6.1%) since the beginning of 2016 (retail peer selected companies (5) were down (11.5%) in the same period), recently trading at its lowest level since June 2012 RHO management believes that some of RHO's recent stock price underperformance may be driven by the recent sell down of shares by one of the Company's largest shareholders On January 19, 2016, BOREAS publicly announced a $17.00 per share all-cash acquisition proposal for RHO ■ Represents 26.0% premium to RHO's unaffected closing price (on January 15th) of $13.49 per share, 16.4% premium to RHO's average share price of $14.60 for the prior 30 days, 6.6% premium to average share price of $15.94 for the prior 90 days, 3.0% premium to average share price of $16.50 for the prior 180 days, and a slight discount to average share price of $17.06 for the prior year (2) (3) 1 (4) (50) ■ Represents (15.7%) discount to SNL consensus NAV estimates for RHO, 2.0% premium to Green Street Advisors' NAV estimate and 8.5x RHO's 2016E FFO based on SNL consensus estimates as of January 15, 2016 Since BOREAS' announcement, RHO and the broader equity markets have traded up ■ As of February 2, 2016, RHO was trading at $17.58 +3.4% higher than BOREAS' proposed purchase price of $17.00 per share ■ Since the announcement, RHO has traded up +30.3% while retail peer selected companies (5) have traded down (4.0%), other retail selected companies REITS (6) have traded up +2.3%, RMZ traded up +1.0%, and S&P 500 is up +1.2% Markets remain volatile amidst concerns of global slowdown, lack of clarity regarding Fed policies and falling commodity prices Source:RMO Projections, Company public filings, FoctSet, SL Financial and Green Street Advisors. Bosedon RHO January 2016 Investor Presentation Development spend of $120mm excludes leasing costs (5188oom inclusive of leasing costs). Preliminary based on RMO Projections through Q4 2015. Per RHO management. Inclusive of Original Portfolio and Acquisition Assets, excludes internal fees, and deducts present value of estimated municipal incentives estimated of $21M. Retail peer selected companies include CBI, PT and WPG. Other retail selected companies include GGP, SPG, MAC, TCO, ond SKT. Shown for informational purposes.#6Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Executive Summary (cont'd) Since BOREAS' 1/19/16 acquisition proposal, various events have occurred, including the following: Tuesday, January 19th: Organizational meeting ■ Wednesday, January 20th: Reviewed preliminary timeline and initial data request list Thursday, January 21st: Opened virtual data room to facilitate exchange/review of RHO information Friday, January 22nd: Organizational meeting to discuss workplan and review timing of deliverables ■ Wednesday, January 27th: Received RHO management's preliminary financial projections for RHO (the "RHO Projections") Friday, January 29th Reviewed property portfolio details ■ Monday, February 1st: Received the Company's 2016 business plan Wednesday, February 3rd: Received updated RHO Projections from RHO management ■ Prepared a preliminary financial analysis based on RHO Projections (subject to further review and revision) Today, we plan to discuss the following: ■ RHO Projections and related assumptions and various preliminary financial analyses (subject to further review and revision) Preliminary net asset value analysis based on asset-level NOI forecasts from RHO's management and related assumptions Preliminary discounted cash flow analysis based on RHO's management operating forecasts Preliminary selected public companies analysis ■ Potential next steps, including an overview of potential alternatives 2#7Certain Considerations 3 Governance and Process Considerations Strategic Considerations ■ Special Committee's views regarding the Company's strategic business plan If Special Committee decides to pursue a transaction: Message to those making inbound inquiries Ability to create a process with level playing field and competitive dynamic ■ Strategy and negotiating tactics, with view toward maximizing value H Whether BOREAS' initial $17.00 per share proposal is its best offer or whether BOREAS will increase its proposed price Special Committee's approach to evaluating strategic alternatives B Potential response to BOREAS Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch ■ Possible steps to increase BOREAS' proposed price if pursued BOREAS' significant ownership in the Company ■ Historical, recent and potential trading of RHO stock M Potential headwinds in retail REIT sector and impact on potential buyer demand Other credible buyers for RHO ■ Implied premium / discount of proposed purchase price to RHO's NAV#8Market Update Since BOREAS 1/19/16 Proposal 45 40 20 15 10 1/2/2015 LON MS SHOW DIN B0% Market continues to reflect significant volatility. However, RHO's stock price is up 30.3% since BOREAS proposal while retail peer selected companies (¹) are down (4.0%) and RMZ is up 1.0% RHO $17.58 (30 VIX - Since 2015 HUCO mervent Uw WTI Crude - YTD /2014/ / / / / / 13/06/5/3/ 1/19/2016 1/17/2016 Ma 1/10/2016 Source: FactSet, Lipper, and Bloomberg os of February 2, 2016 (2) Retail peer selected companies include PEL, CL, and WPG. Other retail selected companies include SPG, GGP, MAC, TOO, and SKT. Shown for informational purposes. SSE Composite Index Fund flows excluding ETFS. 1/19/2016 11/201 WTI Crude (14) Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 22.50 +30.3% WPG $8.66 (8.2%) S&P 500 $1,903.03 +1.2% WTI Crude $30.85 +4.9% PEI $19.39 (0.3%) Other retail selected companies (2) +2.3% FTSE 100 $5,922.01 +2.0% 10-Year Treasury 1.87 (16bps) CBL $10.55 (2.9%) RMZ $1,053.57 +1.0% Shanghai Stock Exchange (3) $2,749.57 (5.2%) REIT Funds Flow (4) ($371mm)#9Selected Wall Street Research Reaction to BOREAS' 1/19/16 Proposal Wall Street expects BOREAS to raise its bid... "The $17 per share offer is the opening bid in a potential M&A negotiation between [BOREAS] and [RHO], in our view." -Stifel 1/19/2016 # · + + "Should negotiations continue, we would expect the next bid, if [BOREAS] is seriously inclined to acquire [RHO], to be in the $19+ range and as such remain buyers at current levels." - Canaccord 1/19/2016 - "Based on our NAV estimate of $19.28 (lower than consensus around $20), we believe that the [RHO] Board could force [BOREAS) to sweeten its bid to around $18 per share."-Boenning & Scattergood 1/19/2016 ...and view BOREAS as motivated to increase its management fees and become a retail peer consolidator: "Thus in the event that [RHO] rejects the initial bid there is the potential that [BOREAS] increases its bid slightly." - Green Street Advisors 1/19/2016 "[BOREAS] likely saw an opportunity to roll [RHO) into one of its real estate funds thus increasing its asset management fee stream." - Green Street Advisors 1/19/2016 "[BOREAS) could use [RHO) as a platform to consolidate the 'B' mall space, providing [RHO] with the needed capital to acquire and redevelop the portfolio, achieving excellent risk adjusted returns on capital of 8%-10%." - Boenning & Scattergood 1/19/2016 Source: Wall Street Research as of February 2, 2016. 5 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Lower productivity malls are out of favor with investors... "The takeover proposal is timely as most institutional investors have cooled on "B" malls amid concerns over sluggish retail sales, bankruptcies, and store closures. Over the past year, "B" mall shares have fallen 37.7% as a group, dragging [RHO] down 32.0% with them." - RBC Capital Markets 1/19/2016 + "Market share for physical retail is shrinking; tepid tenant sales growth is expected ("1% -2%)...eCommerce is growing at a much faster pace than brick & mortar, and should continue to do so for the foreseeable future. The faster pace of growth creates a drag on the sales growth available at physical stores...the dragon mall sales growth could be as much as 300 basis points annually in the coming years." - Green Street Advisors 1/26/2016 ...However, RHO's story has strong momentum: "[RHO] has done a good job, managing the portfolio, in our view. (RHO) has increased occupancy, grown NOI, and is focused on executing on its $380 million redevelopment pipeline to drive future growth." -Stifel 1/19/2016 "[RHO] story very much intact. Despite the recent stock volatility, we are supporters of the [RHO) value-add story and in particular the high concentration of California malls, which is unique among [RHO]'s B-mail peer group and provides strong NAV downside protection."- Canaccord 1/19/2019 "[RHO] has proven to be a sound operator of B and C malls achieving steady improvements to portfolio quality in recent years. Same property NOI growth is outpacing its low productivity peers for '15 and with full year NOI growth estimated to be 3.3 % (vs. the flat NOI growth expected from low end peers)."- Green Street Advisors 1/19/2016#10Preliminary, Subject to Further Review and Revision RHO Historical Overview Bank of America Merrill Lynch Bank of Am Merrill Lyn#11RHO Management Has Made Significant Progress Improving RHO's Portfolio and Driving Growth Since RHO's spinoff in 2012, RHO has executed on redevelopment plans and meaningfully improved performance and operating metrics 6 Core NOI (1) $150 2012 Sales PSF (1) $296 CAGR 9% $161 2013 $302 2013 CAGR 6% 2012 Source: AHO Projections and public filings. Note: Dollars in millions except per shore and per square foot. ( 2015 estimates are preliminary per RHO Projection Based on RHO January 2016 Investor Presentation. $190 $322 $19 2015E $350 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 2015E Core FFO / Diluted Share (¹) $1.26 2012 $175 $1.54 2012 2013 Cumulative Acquisitions (¹) CAGR 12% $525 2013 $1.64 $272mm average per year 2014 $764 2014 $1.79 2015E $1,089 2015E#12RHO Generally Has Outpaced Peers on Portfolio Improvements RHO (¹) Historical Mall Occupancy 87.7% Q4 2011 Change Since 4Q 11 +460bps Change Since 40 '11 13 (3 7 (0 19 92.3% Historical Sales PSF $287 Q1 2012 03 2015 $345 Q3 2015 +21.5% RHO management successfully has increased occupancy and sales PSF over last several years, especially compared to retail peer selected companies CBL (3) 89.7% 04 2011 PEI (2²) 260bps $376 Q1 2012 92.3% Q3 2015 +16.2% $424 03 2015 94.2% Q4 2011 $340 91.6% (260bps) Q1 2012 Q3 2015 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch $371 Q3 2015 +10.4% WPG (4) 92.2% Q4 2011 $404 90.6% (160bps) Q1 2012 03 2015 $361 Q3 2015 (10.6%) Sources: Public filings. RHO occupancy figures represent & leased for non-onchor resants. RHO did not report occupied bok in Q4 2011, for Q1 2012 and 03 2015, occupied bash percentages are 85.5% and 887%, respectively. Represents tot mall store non anchor occupancy per public filings Represents total stabilired mall portfolio occupancy per public figs. Represents non-onchor core moll portfolio occupancy (excluding seven non-core properties) os publicly reported. 2011 occupancy reflects GRT (Glimcher Realty Trust) figures per public filings. Other retol selected companies include SPG, GGP, MAC, TCO, and SAT. Selected companies" overage weighted by in line (non anchor) gross leasable oveo (GLA). Shown for informational purposes. Other Retail (5) 93.6% Q4 2011 $559 95.7% +210bps Q1 2012 Q3 2015 $608 Q3 2015 +21.7%#13RHO Has Invested in CapEx to Potentially Drive Growth RHO has spent $188mm (2) on capital improvement on 15 projects since spin-off and expects to spend an additional $201mm on 13 properties through 2018 $ Amount $Amount 8888888 (3) 8 (9) 1.4% 2013 Developments/Redevelopments (as % of Gross Assets) RHO (¹) $31 3.8% 3.3% $81 3.0% 2014 3Q'15 $76 $55 Acquisitions (as % of Gross Assets) (7) (4) 4.4% 6.1% 2013 $73 2013 2014 3Q'15 $81 $109 $154 PEI (2) 1.6% 2013 $61 2.0% 2014 3Q'15 $73 1.4% 0.6% 2014 $20 8.1% 3Q'15 $320 2013 $37 0.5% CBL (5) 2013 $41 0.3% 2014 $27 0.0% 0.3% 3Q'15 $23 2.1% Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 2014 30'15 $0 $192 1.9% 2013 $94 3.7% 2013 $186 WPG (4) 1.5% 2014 $85 3.0% 2014 $169 0.9% 3Q'15 $74 Source: Public fings and RHO management. (0) RHO development/redevelopment spend includes certain leasing and other project cost $1m includes leasing and other project costs (5124mm exclusive of leasing and other project costs). Per public fing, CopEx includes redevelopment with incremental GA and/or anchor replacement, new development project, and renovation with no incremental GLA. Figures include pro roto shore of m Per public fings, CopEx includes renovations (30% of CBL's renovation CopEr is recoverable from tenonts over 10 to 15 year period). Figures include pro roto share of s Per public, Copfx includes new developments, redevelopments, renovations, and expansions Figures include pro rato shove of Vs. 2013 figures represent legacy GRT figures Orber retail selected companies include SGP, GGP, MAC, TOO, and SKT. Shown for informational purposes. Includes PEP's acquisition of Springfield Town Center. Includes only cash component of acquisitions as per each company's cash flow statement. 0.1% 3Q'15 $5 Other Retail (5) 2013 1.9% $423 $528 2013 4.7% $383 2014 3Q'15 4.3% 0.8% $475 1.2% 2014 30 15 $176 $393#14Positive Growth Trajectory Historical and Projected Same Store NOI and FFO per Share Growth Estimates per Green 3.0% St. Advisors RHO expects significant increase in NOI growth and FFO per share as it benefits from recently deployed strategic capital Same Store NOI Growth RHO (¹) 9 SNI consensus estimates 3.0% (5) 3.37% 3.4% 6.4% 2.0% 6.4% $1% 2014 2015 2016 2017F (0.27%) 11.9% 9.2% 10.5% FFO per Diluted Share Growth (4) 12.2% 24.1% 3.1% 2014 2015E 2016E 2017E PEI (2) 2.4% 2.7% 0.6% 0.9% 2014 2015 2016 2017F 8.8% 8.6% (3.0%) 2014 2015E 2016E 2017E 2.3% CBL (2) 2.7% 1.0% 2.3% 2014 2015 2016F 2017F 4.2% 0.3% Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 2.3% (2.2%) 2014 (5) 2015E 2016E 2017E 1.6% WPG (2²) 1.1% (1.2%) (1.2%) 2014 2015F 2016F 2017F 6.4% 6.2% 2.3% (18.2%) 2014 2015E 2016E 2017E Other Retail (20) 3.8% 2014 2.1% 4.2% 4.5% 4.3% 2015F 2016F 2017F 8.8% 6.6% 2014) 2015E 2016E 8.9% 2017E Sources Public filings, Green Street Advisors, and Wall Street research. Note: Figures represent some store/comparable store NOI growth. PEP's and CBI's definitions of NOT exclude lease termination fees. (1) RHO Projections per RHO monopement. RHO 2015E represents midpoint of some property NOT monopement guidance (30%-3.75%) PEI, CBI, and other retail selected companies 2015 estimates represent midpoint of some store NOT management guidance (PT 20%-2.7%, CB: 0.0%-20%) WPG 2015 estimate represents midpoint of Green Street Advison same store NOT estimate (0.0%-10% Retail peer selected companies and other retol selected companies 2016 and 2017 some store NOI estimates per Green Street Advisors. (12) Other retail selected companies include SPG, GGP, MAC, TOO, and SKT. Shown for informational purposes. Retailpeer selected companies 2015 estimates represent midpoint of management guidance (PE: $1.24-$1.79 CBC: $2.34-52.41, WPG: $1.65-$1.60), 2016 and 2017 estimates represent SM consensus estimates. 2014 CBL figwe and 2014 TCO figare reflect FFO per shore as adjusted.#15RHO Stock Price Performance Challenges 10 Stock (A) 5/4/2014: FFO guidance range increased by $0.03 Price B) 8/3/2014: FFO guidance range increased by $0.02 11/3/2014: FFO guidance range increased by $0.01 -0.02 D) 8/3/2015: FFO guidance range increased by $0.01 (E) 11/2/2015: SS NOI guidance range increased by 50 bos at low-end of range; FFO guidance increased by $0.01 at low-end of range $28.00 $24.00 $20.00 $16.00 $12.00 $8.00 $11.30 Ferment (Jan. 12) Jan-2012 Despite progress, RHO's stock price has faced significant downward pressure since late 2013 Source: FactSet as of February 2, 2016. مسة Jun-2012 1/12/2012: First day of trading after spin-off from GGP Meny Nov-2012 Mar-2013 1/7/2014: $157mm follow-on equity offering Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Aug-2013 Jan-2014 $10.00 $5.00 - SH400 $17.98 (Jan. 19) Jun-2014 $11.49 an. 15) $13.00 1/19 ватаров Nov-2014 BOREAS Proposed Price: $17.00 $17.58 (Current) Apr-2015 2/2 11/12/2015: Acquisition of The Shoppes at Carlsbad Sep-2015 1,400 1,300 800 200 0 E Volume ('000s) 7000 6000 5000 4000 3000 2000 1000 Feb-2016#16RHOLTM Volume Trading Overview Over last 12 months, approximately 59% of RHO's shares have traded above $17.00 per share and, since BOREAS' 1/19/16 acquisition proposal announcement, such shares have traded in narrow band of between $17.00 and $18.00 per share Current (2/2/16) 52-Week Intraday High 52-Week Intraday Low 52-Week Closing High Veek Closing Low Since 1/15/16 4¹3 30-Day Prior to ( 90-Day Prior to 180-Day Prior to (21 1 Year Prior to 736 [13 $13.00 $14.00 1% of Total 2% of Float 6,132 Moving Prem/Disc Average Daily Average to Current Volume ('000) $17.59 1,302 $14.60 300 $15.94 277 $16.50 227 $17.06 221 $14.00-$15.00 9% of Total 16% of Float (16.9%) (9.3%) (6.2%) (2.9%) 10,844 $15.00 $16.00 $17.58 $20.02 $12.79 16% of Total 29% of Float $19.95 $13.12 Total Shares Traded Last 12 Months 9,354 $16.00-$17.00 14% of Total 25% of Float LTM Trading Volume Source: FactSet as of February 2, 2016. Note: Represents Volume Traded in Closing Stock Price Range, thousands of shares 11/0 Based on trading days (not calendar days). 29,335 $17.00-$18.00 45% of Total 79% of Float 8,062 $18.00-$19.00 12% of Total 20% of Float Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 67mm 2,134 $19.00-$20.00 3% of Total 6% of Float Volume Since BOREAS Announcement Shares Traded Since Announcement (1/19/16) 14mm 0 2,201 0% of Total 0% of Float 9,807 2,313 0 $17.00-$17.25 $17.25-$17.50 $17.50-$17.75 $17.75 $18.00 $18.00-$18.25 15% of Total 68% of Total 16% of Total 0% of Total 6% of Float 26% of Float 6% of Float 0% of Float#17Historical Forward FFO Multiples 2014 - 2016YTD (3) 12 ( Since RHO's spin-off, the Company has on average traded at a 0.7x premium to retail peer selected companies. In last six months, until BOREAS' 1/19/16 acquisition proposal announcement, this premium had been declining 115 185 16.0x 135. 11.0x 8.5x RHO P Delto to retail peer selected companies Retail peer selected companies™ PET CA 143 Other retail selected companies" 10-Year Average 6/3/2014 8.2x 8.3 8.1x 15.3x 8/18/2014 S-Year Average 9.0x 86 18.1x Historical Average NTM FFO Multiples Average 2-Year Since Spin-off Average 10.0x 10.0x 0% 9.2x 10.6x 7.8 1/2/2014 3/19/2014 Source: SML Financial os of February 2 2016 Mote: RHOsbown from March 2014 since there were no Woll Street PRO consemas estimates for RO prior to that date (1) Averages through January 15, 2016 (2) Bosed on SMC comemus estimates. 11/2/2014 9.3x 9% 18.7x 1/17/2015 18.&x Repeer selected companies include PEI, CBI, and WPG. Other real selected companies include SPG, GGP, MAC, TCO, and SKT. Shown for informational purposes. 1-Year Average 9.3x 4/3/2015 8.7x 11.4x 7.2x Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 19.0x 6-Month Average 8.3x 0.5 7.8x 10.9 6.dr 18.2x 3-Month Average 7.7% 7.4x 10.90 5.4x 18.0% 6/18/2015 9/2/2015 On 1/15/2016 6.7x 6.7x 4.7 17.7x Current (02/02/2016) 8.7x причет 11/17/2015 6.6x 10.2x 4.6 17.9x 2/2/2016 At $17.00 BOREAS Proposed Price 8.5x Other retail selected companies (3) 17.9x Implied multiple at BOREAS proposed price 8.5x RHO 8.7x Retail peer selected companies (2) 6.6x#18Historical Price / SNL consensus NAV 2014 - 2016YTD 120.0% 110.0% 100.0% 90.0% 80.0% 70.0% 50.0% 123 Retail peer selected companies consistently have traded at a discount to NAV over last several years; RHO generally has traded at a lesser discount than retail peer selected companies RHO Delto to retail peer selected companies Retail peer selected companies PET WPG Other retail selected companies 6/3/2014 10-Year Average 83.1% 96.4% Historical Average Price/Wall St. Consensus NAV Average 2-Year Since Spin-off Average 86.9% 4.01 83.0% 8/18/2014 5-Year Average 87.2% 97.8% (1.1%) 88.1% 11/2/2014 96.2% 1/2/2014 3/19/2014 Source: SML Finoncial as of February 2 2016 Note: RO shown from Morch 6, 2014 since there were no Woll Street NAV consensus estimates for RHO prior to that date. 10 Averages through January 15, 2016. (3 Bosed on SM consemus estimates. (3) 13 (0 94.0% 1/17/2015 4/3/2015 Repeer selected companies include PEI, CBI, and WPG. Other retail selected companies include SPG, GGP, MAC, TCO, and ST. Shown for informational purposes. 1-Year Average 85.6% 77.0% 81.5% Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 91.6% 6-Month Average 81.0% 10.2% 70.8% 65.9% 88.0% 6/18/2015 3-Month Average 75.7% 7.9% 67.9% 61.5% 85.4% mat On 1/15/2016 67.0% 4.9% 62.0% 596% 83.2% Weny 9/2/2015 11/17/2015 Current (2/2/2016) 87.1% 58.8% 84.7% 2/2/2016 At $17.00 BOREAS Proposed Price Other retail selected companies (3) 84.7% Implied Price/NAV at BOREAS $17.00 proposed price RHO 87.1% Retail peer selected companies (2) 58.8%#19Preliminary, Subject to Further Review and Revision Preliminary Financial Analyses Bank of America Merrill Lynch Bank of Am Merrill Lyn#20Summary Overview of RHO Projections ■ RHO Projections include partial sale of two assets and no acquisitions ■ Total strategic and cosmetic CapEx spend of $201mm (¹) RHO projects strong NOI growth between 2015 and 2020 expected from benefits of recent redevelopment and acquisition projects RHO Projections 2017E - 49% interests in Chula Vista and Gateway sold for $65mm of net cash proceeds to pay down debt 14 13 properties ■ Turtle Creek Crossing strip asset sold in Q4 2016 for $9.0mm (EJ (3) All projects completed by 2017 except Carlsbad (2018) ■ Vista Ridge returned to lender ■ Five loans, representing $518mm current balance refinanced over 2016 - 2020 at rates between 4.5% -5.5% Interest rate growth based on forward curve as of 01/04/2016 $ in millions, except per share Stabilized NOI Growth Rate Non-Stabilized NOI (2) Growth Rate Dispositions (Vista Ridge Mall) NOI Growth Rate General & Administrative Expense Core EBITDA Growth Rate Core FFO Growth Rate Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Core FFO per Share Additional Information: Leasing, Tis, and Maintenance CapEx Strategic CapEx Net Debt / Core EBITDA (Net Debt + Preferred) / Core EBITDA Net Debt + Preferred 2015 $197 (26) $171 $104 $1.79 $50 96 9.8x $1,667 2016E 150 64 2 $215 (26) $189 10.1% $114 10.2% $1.98 $61 100 167 11.9% 72 8.3x 13.2% $239 11.2% (27) $58 2018E 2019E 2020E 74 180 7.6x 8.3x 88 22.7% $212 12.4% $143 24.8% $2.45 $2.85 $269 12.3% (28) $241 13.6% $167 16.9% 187 3.5% 93 5.0% 1 $280 (29) $251 $175 $2.96 193 $26 1 $35 51 6.6x 6.0x 9.0x 7.2x 6.6x $1,695 $1,744 $1,726 $1,653 $1,582 97 11.2% (29) $290 7.8% 3.9% $261 $184 $3.09 2016-2020 CAGR $26 6.6% 5.5x 6.1x 8.4% 12.6% 11.8% Source: RM0 management Inclusive of Original Portfolio and Acquisition Assets, excludes internal fees, and deducts present value of estimated municipal incentives estimated of 521M. Includes acquisitions, partial sales, and recent development projects including: Chula Vista, Mt. Shasta Mall Fig Gorden Village, Bel Air Moll, Newpork Mall, Gateway Mall, Grand Troverse Moll Spring Hill Mall, and The Shoppes of Corkbod.#21Preliminary Financial Analyses Summary 52-Week Price Range Law $13.12 RHO Unaffected Stock Price on 01/15/16: $13.49 $19.95 LTM Stock Price Performance ™ $13.12 15 (4) High Beached on 1/14/16 " 3/24/15 Wall Street Research " Informational Reference Points $22.53 Low $16.48 $16.48 Wall Street Research Analysts' NAV Estimates High Selected Precedent Transactions $26.50 Selected Precedent Transactions Low Underwritten NOI (20) $215mm Cate 6.5% Implied Price Re $26.50 Low NAV 7.1% $21.75 $16.75 Hith Underwritten NOI (2004) $215mm Market Cap Rate NAV 7.8% implied Reference Range $16.75 $11.75 ■ Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Law DCF RHO Closing Stock Price on 02/02/16: $17.58 150% $22.00 $15.25 DCF 8.75% Perpetuity Growth 2.00% implied Reference Range $15.25 $22.00 Low $1.98 Selected Public Companies $17.75 $12.75 2016E FFO Multiples 2016 O # Source: RHO Projections. Note: Price ranges rounded to nearest $0,25. (EU Includes the variations of MAV estimates: 30 NTM, 2015, and 2016. 0 Reflects cap rate implied from WPG/CRT merger, Giren lock of recent MBA activity in all sector and limited comparability, selected precedent fronsactions shown for informational purposes. Based on closing prices. Based on RHO Projections. 90x implied Reference Range $12.75 $17.75 $1.98 Low 60x $20.75 $14.75 2017E FFO Multiples 2017ETTO" 8.5x $2.45 Implied Reference Range $14.75 $20.75#22Illustrative Levered Returns Sensitivity ■ Current leverage structure of RHO limits ability to add incremental debt to its capital structure ■ Assumptions: ■ (1) (2) ■ 16 Base unlevered and levered free cash flows from RHO Projections adjusted to reflect removal of $6 million in public company costs (1) Investment holding of five years Estimated transaction expenses of $20 million (2) Exit Multiple Exit Cap Rate Illustrative Price Additional debt scenario assumes an additional $100 million of debt Levered IRR Sensitivity (No Incremental Debt) 135 12.0x 9.0% $17.00 16.8% $18.50 14.8% $20.00 12.9% $21.50 11.2% $23.00 9.7% 125x 8.7% 18.3% 16.3% 14.4% 12.7% 11.1% 13.0x 8.3% 19.8% 17.7% 15.8% 14.1% Source: RHO Projectio Note: Exit multiple applied to Core EBITDA of $271 million and Core NOT of $302 56 million reflects estimate for cost savings. Potential buyer and seller transaction costs 12.5% 8.0% 21.2% 19.0% 17.1% 15.4% 13.8% 14.0x 7.7% 22.5% 20.3% 18.4% 16.6% 15.0% Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Exit Multiple Exit Cap Rate Illustrative Price Illustrative Price $17.00 $18.50 $20.00 $21.50 $23.00 Exit Multiple Exit Cap Rate $17.00 Unlevered IRR Sensitivity 12.0x $23.00 9.0% 9.3% 8.5% 7,8% 7.1% 6.4% 12.0x 9.0% 18.3% $18.50 16.0% $20.00 13.9% $21.50 12.0% 12.5x 10.3% 8.7% 10.1% 9.3% 8.6% 7.9% 7.2% 125x 8.7% 19.9% 17.6% 15.5% Levered IRR Sensitivity (With $100 Incremental Debt) 13.6% 13.0x 11.9% 8.3% 10.8% 10.1% 9.3% 8.6% 7.9% 13.0x 8.3% 21.4% 19.1% 17.0% 15.0% 135x 13.3% 8.0% 11.5% 10.8% 10.0% 9.3% 8.6% 135x 8.0% 22.9% 20.5% 18.4% 16.4% 14.7% 14.0x 7.7% 12.3% 11.5% 10.7% 10.0% 9.3% 14.0x 7.7% 24.3% 21.9% 19.7% 17.8% 16.0%#23Summary of Wall Street Research Estimates on RHO Firm Boenning & Scattergood KeyBanc Capital Markets Canaccord Genuity RBC Capital Markets Stifel Nicolaus Bank of America Merrill Lynch Barclays Capital Average SNL Consensus Green Street Advisors RHO Projections 17 Report Date 1/26/2016 1/20/2016 1/19/2016 1/19/2016 1/19/2016 1/12/2016 11/13/2015 1/19/2016 Sources: SML Financial, Green Street Advisors and Wall Street Research. Note: As of February 2 2016 Wall Street Research Summary FFO per Share 2016E $1.93 2.01 2.14 1.99 1.98 1.77 1.92 $1.96 $2.00 $1.83 $1.98 2017E $2.37 2.21 2.31 2.16 2.14 1.90 2.06 $2.16 $2.24 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch $1.89 $2.45 2016E $187 184 179 94 209 $170 $183 $189 EBITDA 2017E $199 215 189 102 221 $185 $201 $212 Estimate $19.28 19.39 19.72 22.53 20.00 16.48 20.14 $19.65 $20.18 $16.67 NAV Estimate Period Q3 2015 NTM Q3 2015 NTM 2015E 2016E 2015E Q3 2015 NTM Q3 2015 NTM#24Preliminary Net Asset Value Analysis All figures in millions, except per share amounts Total Implied Real Estate Value Nominal Cap Rate Cash and Cash Equivalents Restricted Cash Rent and Other Receivables Capitalized Management Fee Income (5) Other Assets Implied Gross Asset Value ("GAV") Revolving Credit Facility Term Loans 18 (6) Mortgage Debt 5% Preferred OP units Estimated Adjustments For Marking Debt To Market Other Liabilities. Implied Net Asset Value ("NAV") x Fully Diluted Shares and OP Units Outstanding Implied Net Asset Value ("NAV") / Share (5) (6) (7) RHO PRELIMINARY NAV ANALYSIS Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch (7) (1) Low $2,744 7.8% 8 32 28 1 5 2,817 59 285 1,264 140 43 56 970 58.0 $16.75 Midpoint $2,888 7.5% 8 32 28 1 5 2,962 59 285 1,264 140 43 56 1,115 58.0 $19.25 Source: RIO Projections Note: Figures in million, except per share and per unit amounts. Estimated NAV per shore rounded to nearest 50.25. Non-real estate ossets and liabilities are recorded of book value os of December 31, 2015 Assumes 5% discount to midpoint calculation. (2) Assumes 5% premium to midpoint calculation. (3) Property level NOT and cash flows per RHO Projections were used to determine Total implied Real Estate Volur. Calculated as RHO Projections for 2016E total Care NOT of $215mm divided by Total Implied Real Estate Volur. Assumes capitalized Barnes Crossing management fee of 5.0x Adjusted to reflect removal of Visto Ridge Mallo special consideration asset which is expected by Rito management to be returned to lender. Estimated based on treasury yield curve as of February 2, 2016 plas credit risk spread based on debt yield, lean-to-value ratio and tem. Present value of scheduled payments compared to corrent principal on debt. High (2) $3,032 7.1% 8 32 28 1 5 3,106 59 285 1,264 140 43 56 1,259 58.0 $21.75#25Preliminary Discounted Cash Flow Analysis Unlevered Free Cash Flows Total NO Capitalized G&A +Net Capitalized RE Taxes and Insurance and TIF Tax Revenue Increase in Net Working Capital Capital Expenditures Other Costs Capitalized IT Proceeds from Dispositions +JV Management Fees Unlevered Free Cash Flows Discount Rate 8.25% 8.50% 8.75% Discount Rate 19 8.75% Discounted Cash Flows $641 L Minority Interest PV of Terminal Value Based on Perpetuity Growth 1.50% 1.75% 2.00% $2.198 2.095 1.999 A $2,288 $2.385 2.178 2,267 2.076 2.158 Total Implied Equity Value 2016E $215 (1) (161) (1) 146 $155 2017E $239 (27) 1 (132) (1) (1) 1 $65 1.50% $2,839 2,732 G FD Shares Outstanding 2018E 58.0 58.0 58.0 $269 (14) 2 (86) (1) (4) $143 C Total implied Enterprise Value 1.75% $2.929 2019E $280 3 (26) (0) 1 $214 2.00% $3,027 2,905 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 2020E 1.50% $18.75 16.75 15.25 $290 (14) 3 (26) (1) (0) 1 $224 Normalized $290 (529) (514) Implied Equity Value per Diluted Share 1.75% $20.25 18.25 16.50 (30) (0) 1 $217 D Net Debt + Pref (51,740) (1,740) (1,740) Discount Rate 2.00% $22.00 19.75 18.00 Discount Rate Implied Core EBITDA Multiple Perpetuity Growth 1.50% 8.25% 12.0x 8.50% 11.6x 1750 8.50% 11.6 Terminal Value as % of Total Value 1.50% 1.75% $1,085 $1,175 $1,272 978 1,150 879 955 1,037 A Assumes $71 million of debt treated as cash proceeds along with estimated cash proceeds of $65 million to account for full transaction value of joint venture structuring. Perpetulty Growth 2.00% 13.1x 1.50% 1.75% 2.00% 77.4% 76.7% 75.9% 77.4% 78.1% 77.3% Source: RHO Projections Note: Figures in millions, except per share amounts Present value date of January 1, 2016 based on mid-year convention implied equity value per diluted share rounded to nearest 50.25 Stock-based compensation treated as cash expe (4) Based on 2020E RHO Projections normalized to reflectending of TIF sole box revenue and other co (2) Normalized year value assumes each property undergoes 51.8 million refresh every 15 years. (3) Based on 2021ERHO Projections of $271 million for Core EBITDA (Core NOI G84)#26Preliminary Selected Public Companies Analysis WPG PEI Retail Peer Selected Companies Mean Retail Peer Selected Companies Median RHO at 01/29/2016 (Management) RHO at BOREAS 01/19/2016 Proposal (Management) RHO Unaffected at 1/15/2016 (Management) RHO Unaffected at 1/15/2016 (SNL Consensus) 20 8888888 Closing Stock Price as of 52-Week $10.55 19.39 (4) 17.58 17.00 Shown for Informational Purposes Other Retail Selected Companies Mean Other Retail Selected Companies edian 13.49 13.49 TRAINING (3) Bosed on SAL consensus estimates os of February 2, 2016. Based on Green Street Advisors as of February 2, 2016. 49% 49% 77% 49% 88% 67% 67% 85% Dividend Yield 11.5% 4.3% 8.6% 10.0% 4,2% 5.3% 1.3% Lqualty Market $2,107 1,907 1,503 1,019 984 378 CAPITALIZATION 778 Tou Enterprise $1,839 $6,001 $1,907 $6,215 $8,064 6,215 3,723 2,774 2,739 2,533 2,533 $23,389 $35,253 $13,179 $19,728 Net DebNet Deb + Pref./ /LTM TEV ERITOA 74% (8) Based on SNL consensus estimates. Other retail selected companies include SPG, GGP, MAC, PCO, and SKT. Shown for informational purposes. 66% 63% 64% 69% 69% 15% 34% 7.0x 80x 7.0x 9.3x 9.3x 9.3x 7.2x Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 7.3x TEV/EBITDA 30164 10.3x 11.3x 13.8 11.8x 11.3x 13.4x 13.8x 20.2x 20131 1.3x 10.1M 11.0x 14.7x 129 13.0x 11.3x 11.0x 12.4x 11.4x 12.6x 19.0x 19.3x (5) Figures for other retail selected companies reflect most recent public fogs. RHO figures reflect estimated preliminary Q4 2015 volves per RO Projections Based on Green Street Advisors 32 2015 Moll Update doted November 11, 2015, except for which is based on RHO Projections. (7) RHO metrics colculated based on RHD Projection. FINANCIAL FFO Multiple 2014 4.5 4.9 10.1 4.5x 8.9x 6.8x 6.8x 17.4x 18.6x 20171 4.4. 4.8 7.2x 5.5x 6.0x 16.3x Consemus Green Street MW NAV 53% 72% 59% 87% Source: Public filings, SM Financial Foctet Wall Street Research, and Green Street Advisors. Note: Metrics other than FFO shown for informational purposes. (1) For market capitalization purposes, Jally diluted shoves include shares, units, options using treasury method and convertible securities. TEV defined as Market Volur + Debt+ Preferred Stock+ Minority Interest-Cash and Equivalents. (3) Proportionate shore of IV debe and debt related to subsequent events included as appropriate and available. 84% 67% 85% 86% 59% 49% 105% 102% 81% 78% 825 Sales Pr MRO $371 $361 $424 $371 $350 $350 $350 $350 OPERATING 20160 SSNOI Growth $620 2.3% 2.0% 2.3% 6.4% 6,4% 6.4% 2.0% 2017 SSNOI Growth 0.3% (1.2%) (0.0%) 0.3% 11.9% 11.9% 11.9% (0.2%) Green Street Advisors Estimate 4.3% 4.2%#27Preliminary, Subject to Further Review and Revision Preliminary Overview of Potential Alternatives Bank of America Merrill Lynch Bank of Am Merrill Lyn#28Illustrative Decision Tree of Potential Strategic Alternatives for RHO Illustrative Responses to BOREAS 21 B We are not for sale... We are pursuing a process... We will pursue direct discussions with you... A1 A2 B1 B2 C1 C2 ...as our strategic plan delivers materially higher value ...and we are evaluating other alternatives ...you are welcome to participate ... however we are giving you the opportunity to pre-empt ...only if you are at a "materially" higher price "(no specific number given)" ...at a price of $[X] / share " · • Keeps door open for re-engaging if BOREAS submits revised proposal Preliminary, Subject to Further Review and Revision * Gives RHO optionality to pursue range of alternatives Does not preclude RHO from deciding to pursue future sale Keeps door open for re-engaging if BOREAS submits revised proposal + Benefits * BOREAS may submit revised proposal . Maintains competitive dynamic 1 Sends strong message to BOREAS that RHO believes in substantial future upside • BOREAS likely to submit revised proposal Provides optionality to pursue future process + Shorter timeframe or longer timeframe if full process required - - BOREAS likely to submit revised proposal Provides optionality to pursue future process Shorter timeframe or longer timeframe if full process required * May encourage BOREAS to move more quickly · Short timeframe • Provides optionality to pursue process with other parties Bank of America Merrill Lynch Certain Considerations * Could diminish ability to conduct full process • BOREAS may walk away * Stock price risk * Need to have strong commitment to pursuing transformational alternative in the event BOREAS does not re-bid * Stock price risk * Potential that BOREAS decides not to participate and attempts to block a deal * Requires potentially long timeframe Stock price risk Response strategy for inbound inquiries + Potential for leaks * Must be willing to conduct process + Go-shop * BOREAS may ask for exclusivity + Response strategy for inbound inquiries Competitive dynamic to be determined * BOREAS may not want to bid against itself • BOREAS may ask for exclusivity * Establishes potential ceiling on value with BOREAS#29A 22 Description Benefits Considerations Potential Strategic Alternatives Joint Venture Partner with financial investor by contributing assets into new entity and potentially raising additional programmatic capital for new assets ■ RHO maintains control of assets and day-to-day operations Provides capital for future redevelopment and delevering Potential to show inherent asset value of portfolio vs. current trading levels ■ Retains control over assets and option to repurchase in future ■ Ancillary fee income potential (mgmt. fees) ■ Certain provisions may restrict future corporate activity/financings Impact of joint venture on pro forma portfolio quality Increased counterparty risk JV structure less appreciated by public investors Certain approval rights likely required by partner Potential tax implications ■ Potential short-term drag on FFO until cash proceeds are redeployed Timeline to execute uncertain Impact on market valuation of Company ■ Identify selected group of assets that could be sold to validate higher valuation or improved portfolio quality ■ ■ Asset Sales ■ ■ Proceeds could be delivered to shareholders in form of dividend or share repurchase or used for other strategic purposes Possible valuation arbitrage from dislocations in public market relative to private market Impact of asset sales on pro forma portfolio quality Sale of pro forma company Balance sheet impact ■ Potential share repurchases would reduce float and liquidity Asset valuation Potentially broader universe of buyers for selected assets in private market as compared to whole- company buyer Potential opportunity to deleverage ■ Limited availability of financing for lower sales per square foot assets BOREAS may end up with larger percentage ownership Impact on market valuation of Company Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Merger Merger with another public company ■ Likely to be largely stock-for-stock deal ■ Potential for transaction that maintains future upside for RHO's existing shareholders Potential G&A synergies Benefits of increased scale ■ Investors gain more liquidity Potential to strengthen balance sheet ■ Few realistic counterparties RHO's current multiple is higher than that of many potential strategic buyers, which could result in dilution to acquiring company Social issues Relative NAVs Potential loss of control ■ Uncertain counterparty willingness to engage Impact on market valuation of Company White Squire Structured corporate-level investment into the Company by third-party investor ■ Proceeds could be used to fund accelerated redevelopments, new acquisitions or other strategic purposes ■Can be conducted in parallel with sale process for entire Company ■Allows for acceleration of investment into higher return projects ■ Would enable the Company to continue executing on its strategic plan ■ Returns on strategic investments need to exceed cost of third-party capital ■ Could be expensive relative to other sources of capital Investor views on valuation / NAV ■ Likely to require minority investor protections and other governance considerations ■ Use of proceeds ■ Impact on market valuation of Company#30B Illustrative Multi-Party Process Timeline Round 1 Round 2 23 February W M T F S 1 3 5 6 7 8 9 10 11 12 13 14 15 16 20 17 18 19 21 22 23 24 25 26 27 28 29 S T March T W 1 2 6 8 9 15 13 14 16 17 18 20 21 22 23 24 25 27 28 29 30 31 S M T F S 3 4 5 10 11 12 19 26 S M Invite parties into Round 2 Draft Merger Agreement ("Agreement") and final bid instructions letter Open Round 2 dataroom Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch T Conduct management meetings and site tours Distribute final bid instructions and Agreement Facilitate detailed due diligence Receive final bids and markups to Agreement Special Committee meeting to evaluate bids and decide whether to pursue deal Final negotiations Sign Agreement and announce transaction April W T 5 6 7 3 4 10 11 12 13 14 17 18 19 20 21 24 25 26 27 28 Action Item/ Milestone Decision Point: Special Committee Decides Wheth to Pursue Process Contact Round 1 participants and negotiate NDAS Provide access to Round 1 limited dataroom to parties that executed NDAS Send process letter and respond to questions / requests for additional information, as appropriate Prepare Round 2 dataroom, marketing materials, and management presentation Conduct initial management presentations All interested parties to submit preliminary, non-binding indications of interest Decision Point: Special Committee meeting to evaluate indications and decide upon next steps 1 F 1 S 15 16 22 23 29 30 2 3 S 1 M 15 16 22 23 29 30 4 5 May T W 3 4 10 11 17 24 31 6 T 5 12 18 19 25 26 Week 7 F S 7 14 13 20 21 27 28 8 9 10 11 12 13 Special Committee's first decision will be whether to engage in a process with multiple parties, proceed/ negotiate with BOREAS, or determine that RHO is not for sale at this time#31Selected Merger Agreement Terms ■ Go-Shop ■ 24 Certain Considerations for Negotiation ■ Support Agreement Active solicitation of alternative potential suitors for limited period immediately after signing/announcing transaction Two-tiered termination fee I Lower fee payable if competing bidder submits superior proposal within go-shop period ■ BOREAS agreement to support superior proposals (subject to matching rights) Matching Rights ■ Period for BOREAS to evaluate and decide whether to match a superior proposal Expense Reimbursement In addition to or in lieu of a termination fee, Company reimbursement of BOREAS out-of-pocket costs, subject to agreed-upon capped amount Trends in "Go-Shops" 4.0% 3.0% 2.0% - 1.0% 0.0% 120% 100% 80% 60% 40% 20% 0% Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Average of Two-Tiered Termination Fees (¹) 3.3% Term. Fee 100% > 10 days Distribution of Go-Shop Periods Source: MergerMetrics. Represents fromaction with "Go Shop provision announced since 2011 and transaction valves of greater than $100 million. Based on termination for payable as of equity/offer value paid. 96% 1.7% >20 days Go-Shop Fee 47% >30 days 20% >40 days#32Potential Buyers and Partners 25 Tier 1 Tier 2 Financial Buyers ■ Alliance Bernstein ■ Cerberus ■ DRA ■ Lone Star Funds ■ Rockpoint ■ Blackstone Carlyle ■ CBRE ■ Centerbridge ■ Clarion ■ Colony ■ Lend Lease ■ Macquarie ■ TPG Strategic Buyers Phillips Edison ■ CBL & Associates ■ Penn REIT ■ Starwood Capital ■ WP Glimcher ■ Other Shopping Center REITS Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch Pension, Insurance & SWF ■ CPPIB QIC ■ APG ■ AustralianSuper ■ Cadillac Fairview ■ Future Fund ■ GIC ■ Harvard ■ Prudential ■ TRS JV Partners / Asset Sales ■ Angelo Gordon Farallon ■ Heitman ■ JPMAM Lincoln ■ O'Connor ■ TIAA ■ USAA Acadia funds ■ AEW ■ Apollo ■ ARES ■ CIM ■ Invesco ■ KKR ■ Morgan Stanley ■ Och-Ziff ■ PCCP ■ Principal Real Estate ■ Silverpeak ■ Toll Brothers ■ UBS#33Appendix Bank of America Merrill Lynch Preliminary, Subject to Further Review and Revision Bank of Am Merrill Lyn#34Weighted Average Cost of Capital Bank of America Merrill Lynch Preliminary, Subject to Further Review and Revision Bank of Am Merrill Lyn#35Weighted Average Cost of Capital Bloomberg Beta of Public Companies R Squared of Lev. Beta Company CBL & Associates Properties WP Gicher Pennsylvania REIT Average RHO WACC Sensitivity 26 Net Debt/ EBITDA 7.0x 7.5x 8.0x 8.5x 9.0x ****** Levered Net Debt/ Eq. Val. 101.9% 117.7% 136.3% 157.0% 184.8% 174 (8) Based on market estimates 1.70 1.24 Beta Unlevered Net Debt! Net Cap. 50.5% 54.1% 57.7% 61.1% 64.9% 0.21 0.73 0.48 WACC equalse DebCapitaluation (Cost of Debe 121 Source:boton 5881 2015 valvonion Yearbook, Bloomberg (11 For each selected company represents historical beta sourced from bomberg (2) Unlevered BetLevered Beta-Fox Rate)*Net Debc/Equity (3) TwentyYear Govemment Bond Field as of February 2, 2016 (4) Represents overage of Unlevered Betos of selected companies Est. Cost of Debt 5.75% 6.75% 7.25% 7.75% 0.51 0.11 0.52 Equity Mkt. Cap 2,107 1503 $1,839 $1019 0.42 6.98% 7.31% 7.68% 8.53% Het Debt 2.08 $3,744 $1,600 Net Debt 0.45 7.13% 7.46% 7.83% 8.23% 8.68% Net Cap 716% 67.14 57.3% 65.4% 61,3% Geometric Mean ERP 0.51 7.42% 7.76% 8.13% 8.53% Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 0.54 7.57% 7.91% 8.28% (5) Represents levering of overage Univered Betoof selected companies at Torpet's capital structure. Levered Betanlevered Betal"+1-Tax Ratel "We Debout boton 588 2015 volvotion Yearbook Represents copolization rak premium, Doro Source Represente equity nik premium person 2015 voluton Yearbook (3-Tax Rate EquityCapitaluation Levered Cost of Equit 9.13% Calculating WACC Cost of Equity Fisk-Free Rate Unlevered Beta Levered Beta Size Premium Hatorical Risk Premium 11 Cost of Equity Cost of Debt Pre-tax Cost of Debt WACC at Various Unlevered Beta and Capital Structures Tax Rate After Tax Cost of Deb Target NetDebiTotal Net Cap. WACC 0.42 7.82% 8.16% 8.53% 8.93% 9.38% (D) 9.14% 9.59% ERP Average Geometric Arithmetic 0.48 124 1.77% 4.99% 10.15% 7.25% 0.0% 7.25% 61.7% 8.38% Arithmetic Mean ERP 0.45 0.51 8.03% 8.37% 8.45% 8.79% 9.16% 9.56% 10.01% 0.40 124 1.71% 7.00% 2.44% 7.25% 0.0% 7.25% 61.7% 9.35% 0.54 9.00% 9.37% 9.77% 10.22%#36Selected Precedent Retail Transactions Bank of America Merrill Lynch Preliminary, Subject to Further Review and Revision Bank of Am Merrill Lyn#37Selected Precedent Retail Transactions Mall Sector 1. Glimcher Realty Trust 3. Target Acquiror 2. The Mills Corporation Washington Prime Group 27 Rouse Simon/Farralon Capital Management Informational as we believe there are no directly relevant comparable transactions General Growth Properties Asset Class B- Mall Mall Mall Date Announced 9/16/14 2/5/07 8/20/04 Cash / Stock Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 73% Cash / 27% Stock 100% Cash / 0% Stock 100% Cash / 0% Stock Source: Publicgs, SM Financial and Green Street Advison. Note: Nominal cap notes based on Wall Street estimates and cokulation from public filings. W/Adenotes not publicly available. (1) Premium to waffected price reflects premium to last closing price prior to announcement. (2) Consensus NAV reflects SML Financial consensus MAV estimates. Offer Price Per Share $14.20 $25.25 $67.50 Transaction Value $4,347 $7,900 $12,237 Premium To: Unaffected Price (¹) 34.0% 42.1% 32.2% Consensus NAV (2) 24.0% 21.7% 72.4% Nominal Cap Rate 6.5% N/A 5.9%#38Selected Case Studies Bank of America Merrill Lynch Preliminary, Subject to Further Review and Revision Bank of Am Merrill Lyn#39Brookfield's acquisition of MPG Office Trust Chronology of Events August 22, 2012- Considers MPG sale; hires advisor MPG Office Trust reportedly hired financial advisor to contact third parties to buy MPG or make major cash investment: Brookfield, Colony Capital, Piedmont Office Realty Trust and Thomas Properties * Over 90 bidders contacted October 2, 2012- First Brookfield Bid * Brookfield submits indicative proposal of $2.10 per share 3) November 14, 2012 - Second Brookfield Bid * Brookfield submits revised proposal of $2.55-2.65 per share Significant leverage (>90% Net Debt to TEV¹) at MPG magnified small transaction value increases in price offered to equity holders 4) April 25, 2013 - Definitive merger agreement and investigations * MPG entered into definitive merger agreement pursuant to which newly formed fund controlled by Brookfield would acquire MPG * MPG's common shares receive $3.15 per share in cash at closing of merger; all-cash deal valued at about $2bn * As per merger agreement, Brookfield commenced tender offer to purchase all of MPG's outstanding preferred shares for $25.00 per share in cash, without interest 5) June 14, 2013 - Launch of cash tender offer for all preferred shares outstanding * Brookfield launched cash tender offer for all outstanding preferred shares of MPG at $25 per share 6) July 9, 2013 - Independent advisory firms recommend vote in favor of deal * Leading independent proxy advisory firms, ISS, Glass Lewis, and Egan-Jones concluded that MPG's proposed merger with Brookfield was in best interests of MPG stockholders and recommended that MPG's common stockholders vote for transaction Source: FactSet, S&P Capital, public filings and press releases (1) Per S&P Capitol 10 as of September 30, 2012 28 July 15, 2013 - Signs MOU on merger-related lawsuit * MPG settles consolidated putative class-action lawsuits filed in Maryland and California state courts in connection with proposed acquisition of MPG by Brookfield 8 July 17, 2013 - MPG stockholders approve merger * MPG's common stockholders voted to approve merger of MPG with Brookfield $ 4.00 9 October 15, 2013 - Brookfield completes acquisition of MPG * Brookfield completed acquisition of MPG * Successfully completed previously announced tender offer to purchase shares of preferred stock of MPG at $25 per share Historical Stock Price Performance 3.60 Preliminary, Subject to Further Review and Revision 3.20 2.80 2.40 2.00 ***97% of votes cast (representing ~73% of MPG's outstanding shares) at special meeting voted in favor of approval of merger 08/01/12 Bank of America Merrill Lynch 10/26/12 horndo 01/24/13 04/22/13 07/19/13 (9) 10/15/13#40Brookfield's Acquisition of Associated Estates Chronology of Events 1June 03, 2014 - Land & Buildings expresses interest in Associated Estates * Associated Estates received letter from Land & Buildings requesting meeting to discuss available alternatives to maximize shareholder value, including possible sale of Associated Estates In December 2014, Associated Estates engaged a financial advisor to assist in conducting a review of Associated Estate's business 2 March 16, 2015 - Brookfield expresses interest in Associated Estates * Associated Estates received preliminary indications of interest from Brookfield and other parties * Brookfield indicated preliminary interest in Associated for all-cash purchase price of $30 to $32 per share 3 March 26, 2015 - Associated Estates engages in negotiations * From March 19 to March 26, 2015, Associated Estates engaged in negotiations with two parties - Brookfield and one other party * Associated Estates engaged legal counsel 4 April 16, 2015 - Brookfield Offers $28.75 per share * Brookfield submitted written indication of interest at proposed purchase price of $28.75 per share, with transaction funded by debt and equity financing * Other party submitted proposed purchase price of $25.00 per share Source: FactSet, public filings and press releases. 29 5 April 22, 2015 - Associated Estates' Board approves merger Associated Estates' board approved definitive merger agreement with Brookfield to acquire all outstanding shares of Associated Estates common stock for $28.75 in cash * Transaction valued at $2.5bn, including assumed debt 6) August 05, 2015 - Associated Estates shareholders approve merger * Shareholders voted in favor to approve merger 7August 07, 2015 - Transaction Closed * Brookfield completed acquisition of Associated Estates for $28.75 per share in cash Historical Stock Price Performance $ 30.00 28.00- 26.00 24.00 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 22.00 20.00 18.00 16.00 06/03/14 09/18/14 01/02/15 04/21/15 08/07/15#41QIA and Brookfield's Acquisition of Songbird which owned 69% of Canary Wharf Chronology of Events (1) November 6, 2014- Initial Offer (295 pence per share) * 295 pence per share initial offer from Qatar and Brookfield Songbird owned 69% of Canary Wharf; Qatar owned 28% of Songbird * Nov 7: Songbird rejects offer 2 November 25, 2014 - 2nd Offer * Brookfield / Qatar expressed willingness to offer 325 - 330 pence per share 3 December 4, 2014-3nd and Final Proposal (350 pence per share) * Brookfield /Qatar increased offer to 350 pence per share * If accepted, Brookfield and Qatar would make offer for additional 31% of Canary Wharf shares at equivalent price • Offer rejected 4 December 8, 2014 - Madison Accepts Offer * Madison International indicates that it plans to accept Brookfield's takeover offer * Madison held 12% of free float and 2.5% of total shares outstanding 5 December 10, 2014 - EMS Capital Accepts Offer * EMS Capital indicates that it plans to accept QJA / Brookfield's takeover offer * EMS Capital held 3.2% of free float and 0.7% of total shares outstanding Source: FoctSet, public filings and press releases. 30 (6) December 30, 2014 - Franklin Mutual encourages Songbird to Accept * Franklin Mutual Advisers encourages Songbird to accept QIA/Brookfield proposal * Franklin Mutual held 7% shares outstanding Songbird reiterated objections January 12, 2015 - Songbird's Board Rejects Songbird board reiterates objections • 8) January 28, 2015 - Offer Accepted (350 pence per share) * Songbird's major shareholders indicate intention to accept 350 pence per share April 20, 2015 - Transaction Closed Brookfield / QIA closed acquisition of Songbird/Canary Wharf Historical Stock Price Performance € 3.80 Preliminary, Subject to Further Review and Revision Bank of America Merrill Lynch 3.40 3.00 2.60 2.20 10/01/14 (8) when 11/03/14 12/01/14 01/01/15 02/02/15 03/02/15 04/01/15