Prospectus excerpt:  This prospectus supplement qualifies the distribution (the “Offering”) of 5,980,000 Preferred Units, Series C (“Series C Units”) of RioCan Real Estate Investment Trust (“RioCan” or the “Trust”) at a price of $25.00 per Series C Unit (the “Offering Price”) pursuant to an underwriting agreement dated November 21, 2011 (the “Underwriting Agreement”) between RioCan and RBC Dominion Securities Inc., CIBC World Markets Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc., Canaccord Genuity Corp. and Raymond James Ltd. (collectively, the “Underwriters”) and the Preferred Units, Series D (“Series D Units”) which the Series C Units may be reclassified as, as further described below. The Offering Price was determined by negotiation between RioCan and the Underwriters. For the initial approximately five and a half year period commencing on the Closing Date (as defined herein) and ending on and including June 30, 2017 (the “Initial Fixed Rate Period”), the holders of Series C Units will be entitled to receive fixed cumulative preferential cash distributions, as and when declared by the board of trustees of the Trust (the “Board of Trustees”), payable quarterly on the last business day of March, June, September and December in each year at an annual rate equal to $1.1750 per Series C Unit. The initial distribution will be payable on December 31, 2011 and is expected to be $0.0998 per Series C Unit, based on the anticipated closing date of the Offering of November 30, 2011. The closing of the Offering shall be November 30, 2011, or such other date as RioCan and the Underwriters may agree, but in no event later than December 7, 2011 (the “Closing Date”). See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each, a “Subsequent Fixed Rate Period”), the holders of Series C Units will be entitled to receive fixed cumulative preferential cash distributions, as and when declared by the Board of Trustees, payable quarterly on the last business day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per Series C Unit determined by multiplying the Annual Fixed Distribution Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Distribution Rate for each Subsequent Fixed Rate Period will be equal to the sum of the Government of Canada Yield (as defined herein) on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 3.18%. See “Details of the Offering”.