##### 



March 16, 2006




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##### 



CONTENTS
 PAGEFORWARD LOOKING STATEMENTS
    
    
    II2005 FINANCIAL AND OPERATING HIGHLIGHTS
    
    
    1GENERAL
    
    
    1ACCOUNTING CHANGE
    
    
    2OVERVIEW
    
    
    2THE CORPORATION
    
    
    3Incorporation and History
    
    
    3Structure
    
    
    4BUSINESS AND PROPERTIES
    
    
    4Monetization status
    
    
    5RISK FACTORS
    
    
    6INVESTMENT IN TRIZEC PROPERTIES, INC.
    
    
    8UPREIT Structure
    
    
    9Business and Growth Strategies
    
    
    9Industry Segments
    
    
    12Market Overview
    
    
    12Competition
    
    
    15Environmental Matters
    
    
    16Trizec Properties  Portfolio Listings
    
    
    16Risks Relating to Trizec Properties
    
    
    18DIVIDENDS
    
    
    20CAPITAL STRUCTURE
    
    
    22Share Capital
    
    
    22Constraints on Shares
    
    
    23SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
    
    
    25SUMMARY ANNUAL INFORMATION
    
    
    25AUDIT COMMITTEE
    
    
    26Charter
    
    
    26Composition
    
    
    26External Auditor Service Fees
    
    
    27DIRECTORS AND OFFICERS
    
    
    28INTEREST OF EXPERTS
    
    
    29MARKET FOR SECURITIES
    
    
    29MATERIAL CONTRACTS
    
    
    29TRANSFER AGENT AND REGISTRAR
    
    
    30ADDITIONAL INFORMATION
    
    
    30SCHEDULE A: TRIZEC PROPERTIES RISK FACTORS
    
    
    31SCHEDULE B: AUDIT COMMITTEE MANDATE
    
    
    46
 Trizec Canada Inc.
    
    i
    
    Renewal Annual Information Form




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##### 



FORWARD LOOKING STATEMENTS
  .
    
    changes in national and local economic conditions, including those economic conditions in Trizec Properties, Inc.s
(Trizec Properties) seven core markets;.
    
    the extent, duration and strength of any economic recovery in the United States;.
    
    Trizec Properties ability to maintain occupancy and to timely lease or re-lease office space;.
    
    the extent of any bankruptcies and insolvencies of tenants of Trizec Properties;.
    
    Trizec Properties ability to sell its non-core office properties in a timely manner;.
    
    Trizec Properties ability to acquire office properties selectively in its core markets;.
    
    Trizec Properties ability to integrate and realize the full benefits from its acquisitions;.
    
    Trizec Properties ability to maintain real estate investment trust (REIT) qualification and changes to U.S. tax laws
that affect REITs;.
    
    material increases in the amount of special dividends payable by Trizec Properties to affiliates of Trizec Canada on
shares of Trizec Properties special voting stock as a result of increases in the applicable cross-border withholding
tax rates;.
    
    the issuance of additional TPI common stock pursuant to the conversion of Class F stock occurring as a result of United
States Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) tax being incurred;.
    
    Canadian tax laws that affect treatment of investment in U.S. real estate companies;.
    
    the competitive environment in which Trizec Properties operates;.
    
    the cost and availability of debt and equity financing to Trizec Properties;.
    
    the effect of any impairment charges associated with changes in market conditions;.
    
    Trizec Properties ability to obtain, at a reasonable cost, adequate insurance coverage for catastrophic events, such
as earthquakes and terrorist acts;.
    
    future demand for Trizec Canadas and Trizec Properties debt and equity securities;.
    
    Trizec Canadas and Trizec Properties ability to attract and retain high-quality personnel at a reasonable cost in a
highly competitive labour environment;.
    
    market conditions in existence at the time Trizec Properties sells assets;.
    
    the possibility of change in law adverse to Trizec Canada;.
    
    joint venture and partnership risks; and.
    
    other risks and uncertainties detailed from time to time in Trizec Properties filings with the Securities and Exchange
Commission.
  Trizec Canada Inc.
    
    ii
    
    Renewal Annual Information Form




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##### 



2005 FINANCIAL AND OPERATING HIGHLIGHTS
 Years Ended December 31(US$ millions, except per share amounts)
    
    2005
    
    
    2004(1)(restated)Share of earnings of Trizec Properties
    
    $
    22.3
    
    
    $
    20.4Income from continuing operations
    
    $
    25.3
    
    
    $
    62.8Discontinued operations
    
    $
    61.0
    
    
    $
    28.0Net income
    
    $
    86.3
    
    
    $
    90.8Income per shareBasic and dilutedContinuing operations
    
    $
    0.42
    
    
    $
    1.05Discontinued operations
    
    $
    1.02
    
    
    $
    0.47Net Income
    
    $
    1.44
    
    
    $
    1.52
 As at December 31(US$ millions)
    
    2005
    
    
    2004(restated)Total assets
    
    $
    1,410.9
    
    
    $
    1,382.4Total liabilities
    
    $
    915.0
    
    
    $
    922.2Shareholders equity
    
    
    495.9
    
    
    
    460.2$
    1,410.9
    
    
    $
    1,382.4
 
 (1)
    
    In addition to the accounting change, the consolidated statement of income for the year
ended December 31, 2004 reflects an adjustment to discontinued operations for properties
designated as held for sale during 2005. GENERAL
 .
  Trizec Canada Inc.
    
    1
    
    Renewal Annual Information Form




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##### 



ACCOUNTING CHANGE
     OVERVIEW
   Trizec Canada Inc.
    
    2
    
    Renewal Annual Information Form




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##### 



THE CORPORATION
 Incorporation and History
 Canada Business Corporations Act
    Trizec Canada Inc.
    
    3
    
    Renewal Annual Information Form




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##### 



Structure
  Jurisdiction of
    
    Percentage ofCompany
    
    Organization
    
    OwnershipTrizec Hahn Corporation
    
    Canada
    
    
    100
    %TrizecHahn Holdings (Cyprus) Limited
    
    Cyprus
    
    
    100
    %Emerald Blue Kft
    
    Hungary
    
    
    100
    %Trizec Properties, Inc.
    
    Delaware
    
    
    38
    %
   BUSINESS AND PROPERTIES
  As at December 31(US$ millions)
    
    2005
    
    2004(restated)AssetsCurrent assetsCash and cash equivalents
    
    $
    73.5
    
    
    $
    56.0Restricted cash
    
    
    7.9
    
    
    
    7.9Other assets
    
    
    17.9
    
    
    
    19.699.3
    
    
    
    83.5Investment in Trizec Properties, Inc.
    
    
    797.7
    
    
    
    760.1Investments and other assets
    
    
    401.4
    
    
    
    435.0Future income taxes
    
    
    112.5
    
    
    
    103.8$
    1,410.9
    
    
    $
    1,382.4LiabilitiesCurrent liabilitiesAccounts payable and accrued liabilities
    
    $
    24.1
    
    
    $
    31.3Exchangeable debenturesCarrying amount
    
    
    844.4
    
    
    
    733.9Deferred amount
    
    
    46.5
    
    
    
    157.0890.9
    
    
    
    890.9915.0
    
    
    
    922.2Shareholders EquityShare capital
    
    
    376.5
    
    
    
    376.5Contributed surplus
    
    
    30.2
    
    
    
    30.2Foreign currency translation adjustment
    
    
    14.7
    
    
    
    17.3Retained earnings
    
    
    74.5
    
    
    
    36.2495.9
    
    
    
    460.2$
    1,410.9
    
    
    $
    1,382.4
 Trizec Canada Inc.
    
    4
    
    Renewal Annual Information Form




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##### 



Monetization status
   
   
      
  
 Trizec Canada Inc.
    
    5
    
    Renewal Annual Information Form




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##### 




 RISK FACTORS
  Risks Relating to Payments on Exercise of Redemption Rights
    Ability to Pay Quarterly Dividends Equivalent to Quarterly Dividends  Paid on Trizec Properties Common Stock and Fund Future Expenses
  Trizec Canada Inc.
    
    6
    
    Renewal Annual Information Form




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##### 



Transferability of Trizec Properties Stock
  Mutual Fund Corporation Tax Related Risks
 Income Tax Act
 Trizec Canada Inc.
    
    7
    
    Renewal Annual Information Form




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##### 



Other Tax Related Risks
  Controlling Shareholder
  Risks Related to the Business of Trizec Properties
  INVESTMENT IN TRIZEC PROPERTIES, INC.
 The information and disclosures relating to Trizec Properties
reflect Trizec Properties entire operations and are not limited to Trizec Canadas pro rata
economic ownership
 Pending Acquisition
  Trizec Canada Inc.
    
    8
    
    Renewal Annual Information Form




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##### 



UPREIT Structure
  Business and Growth Strategies
  .
    
    leasing and managing its properties to maximize property rent revenue and minimize
property operating expenses;.
    
    engaging in asset management to enhance the value of its properties;.
    
    actively managing its portfolio to maximize total value of its properties, and
selectively acquiring office properties in its core markets;.
    
    improving the efficiency and productivity of its operations; and.
    
    maintaining a prudent and flexible capital plan.
 Leasing and Managing Properties
  .
    
    providing appropriate, profitable tenant services;.
    
    where market rents exceed in-place rents, narrowing the gap between market rents and
in-place rents as leases for its properties expire;.
    
    increasing occupancy in its properties;.
    
    renewing leases with existing tenants;.
    
    carefully controlling operating costs; and.
    
    carefully managing investments in tenant improvements.
  Trizec Canada Inc.
    
    9
    
    Renewal Annual Information Form




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##### 



Engaging in Asset Management
   Actively Managing its Portfolio
   Improving the Efficiency and Productivity of Operations
  Trizec Canada Inc.
    
    10
    
    Renewal Annual Information Form




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##### 



Maintaining a Prudent and Flexible Capital Plan
  .
    
    maintain adequate working capital and lines of credit to ensure liquidity and flexibility;.
    
    maintain an appropriate degree of leverage;.
    
    maintain floating rate debt at a level that allows it to take advantage of lower
interest rates and minimize loan pre-payment fees when possible; and.
    
    actively manage its exposure to interest rate volatility through the use of
long-term fixed-rate debt and various hedging strategies.
      Trizec Canada Inc.
    
    11
    
    Renewal Annual Information Form




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##### 



Industry Segments
  Market Overview
   Geographic Diversity
   Trizec Canada Inc.
    
    12
    
    Renewal Annual Information Form




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##### 



Office Portfolio Summary
(At December 31, 2005)
 OWNED AREAOccupancy at
    
    In-PlaceMarket Distribution
    
    December 31,
    
    Gross RentProperties
    
    Sq. Ft. (000s)
    
    Percentage
    
    2005
    
    ($ per Sq. Ft.)(1)Core MarketsAtlanta
    
    
    5
    
    
    
    3,481
    
    
    
    11
    %
    
    
    91.2
    %
    
    $
    22.70Chicago
    
    
    4
    
    
    
    2,434
    
    
    
    7
    %
    
    
    87.1
    %
    
    
    27.90Dallas
    
    
    4
    
    
    
    4,510
    
    
    
    14
    %
    
    
    84.8
    %
    
    
    19.30Houston
    
    
    5
    
    
    
    5,645
    
    
    
    17
    %
    
    
    84.3
    %
    
    
    20.20Los Angeles Area
    
    
    5
    
    
    
    4,340
    
    
    
    13
    %
    
    
    89.2
    %
    
    
    29.60New York Area
    
    
    6
    
    
    
    5,615
    
    
    
    17
    %
    
    
    92.3
    %
    
    
    35.00Washington D.C. Area
    
    
    17
    
    
    
    4,119
    
    
    
    12
    %
    
    
    90.6
    %
    
    
    31.00Total Core Markets
    
    
    46
    
    
    
    30,144
    
    
    
    91
    %
    
    
    88.5
    %
    
    $
    26.70Secondary MarketsCharlotte
    
    
    2
    
    
    
    1,368
    
    
    
    4
    %
    
    
    95.9
    %
    
    $
    19.40Minneapolis
    
    
    1
    
    
    
    813
    
    
    
    3
    %
    
    
    71.6
    %
    
    
    11.90Tulsa
    
    
    1
    
    
    
    770
    
    
    
    2
    %
    
    
    82.8
    %
    
    
    13.60Total Secondary Markets
    
    
    4
    
    
    
    2,951
    
    
    
    9
    %
    
    
    85.8
    %
    
    $
    16.40Total Office Properties
    
    
    50
    
    
    
    33,095
    
    
    
    100
    %
    
    
    88.2
    %
    
    $
    25.80
 (1)
    
    Based on owned area that is occupied. Represents average current in-place base rents,
including expense reimbursements. Excludes straight-line rent. Lease Profile
  Scheduled Annual Expirations of Office Leases (1)  (At December 31, 2005)
 2006 Expirations
    
    
    2007 Expirations
    
    
    2008 Expirations000s
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    000s
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    000ssq. ft.
    
    %
    
    $ psf
    
    %
    
    
    sq. ft.
    
    %
    
    $ psf
    
    %
    
    
    sq. ft.
    
    %
    
    $ psf
    
    %Core MarketsAtlanta
    
    
    414
    
    
    
    11.9
    %
    
    $
    23.20
    
    
    
    13.3
    %
    
    
    
    534
    
    
    
    15.3
    %
    
    $
    22.32
    
    
    
    16.5
    %
    
    
    
    345
    
    
    
    9.9
    %
    
    $
    23.22
    
    
    
    11.1
    %Chicago
    
    
    368
    
    
    
    15.1
    %
    
    
    25.86
    
    
    
    16.1
    %
    
    
    
    62
    
    
    
    2.5
    %
    
    
    29.86
    
    
    
    3.1
    %
    
    
    
    41
    
    
    
    1.7
    %
    
    
    32.03
    
    
    
    2.2
    %Dallas
    
    
    286
    
    
    
    6.3
    %
    
    
    20.41
    
    
    
    7.9
    %
    
    
    
    667
    
    
    
    14.8
    %
    
    
    18.01
    
    
    
    16.3
    %
    
    
    
    361
    
    
    
    8.0
    %
    
    
    20.15
    
    
    
    9.9
    %Houston
    
    
    314
    
    
    
    5.6
    %
    
    
    20.51
    
    
    
    6.7
    %
    
    
    
    580
    
    
    
    10.3
    %
    
    
    19.81
    
    
    
    12.0
    %
    
    
    
    579
    
    
    
    10.3
    %
    
    
    23.38
    
    
    
    14.1
    %Los Angeles Area
    
    
    654
    
    
    
    15.1
    %
    
    
    34.37
    
    
    
    19.6
    %
    
    
    
    187
    
    
    
    4.3
    %
    
    
    26.53
    
    
    
    4.3
    %
    
    
    
    354
    
    
    
    8.2
    %
    
    
    30.22
    
    
    
    9.3
    %New York Area
    
    
    281
    
    
    
    5.0
    %
    
    
    39.27
    
    
    
    6.1
    %
    
    
    
    237
    
    
    
    4.2
    %
    
    
    36.61
    
    
    
    4.8
    %
    
    
    
    239
    
    
    
    4.3
    %
    
    
    39.82
    
    
    
    5.2
    %Washington, D.C. Area
    
    
    332
    
    
    
    8.1
    %
    
    
    31.95
    
    
    
    9.2
    %
    
    
    
    583
    
    
    
    14.2
    %
    
    
    35.59
    
    
    
    17.9
    %
    
    
    
    444
    
    
    
    10.8
    %
    
    
    33.31
    
    
    
    12.8
    %Total Core Markets
    
    
    2,649
    
    
    
    8.8
    %
    
    $
    28.51
    
    
    
    10.6
    %
    
    
    
    2,850
    
    
    
    9.5
    %
    
    $
    25.14
    
    
    
    10.1
    %
    
    
    
    2,363
    
    
    
    7.8
    %
    
    $
    27.57
    
    
    
    9.1
    %Secondary Markets
    
    
    889
    
    
    
    30.1
    %
    
    
    17.30
    
    
    
    37.0
    %
    
    
    
    271
    
    
    
    9.2
    %
    
    
    17.52
    
    
    
    11.4
    %
    
    
    
    309
    
    
    
    10.5
    %
    
    
    16.51
    
    
    
    12.3
    %Total
 Owned Area
    
    
    3,538
    
    
    
    10.7
    %
    
    $
    25.69
    
    
    
    12.1
    %
    
    
    
    3,121
    
    
    
    9.4
    %
    
    $
    24.48
    
    
    
    10.1
    %
    
    
    
    2,672
    
    
    
    8.1
    %
    
    $
    26.29
    
    
    
    9.3
    %
 Trizec Canada Inc.
    
    13
    
    Renewal Annual Information Form




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##### 



2009 Expirations
    
    
    2010 Expirations000s
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    000ssq. ft.
    
    %
    
    $ psf
    
    %
    
    
    sq. ft.
    
    %
    
    $ psf
    
    %Core MarketsAtlanta
    
    
    374
    
    
    
    10.7
    %
    
    $
    21.89
    
    
    
    11.4
    %
    
    
    
    314
    
    
    
    9.0
    %
    
    $
    23.10
    
    
    
    10.1
    %Chicago
    
    
    27
    
    
    
    1.1
    %
    
    
    25.18
    
    
    
    1.1
    %
    
    
    
    155
    
    
    
    6.4
    %
    
    
    32.64
    
    
    
    8.6
    %Dallas
    
    
    301
    
    
    
    6.7
    %
    
    
    21.67
    
    
    
    8.8
    %
    
    
    
    497
    
    
    
    11.0
    %
    
    
    23.11
    
    
    
    15.6
    %Houston
    
    
    221
    
    
    
    3.9
    %
    
    
    21.94
    
    
    
    5.0
    %
    
    
    
    967
    
    
    
    17.1
    %
    
    
    19.41
    
    
    
    19.5
    %Los Angeles Area
    
    
    112
    
    
    
    2.6
    %
    
    
    30.45
    
    
    
    3.0
    %
    
    
    
    431
    
    
    
    9.9
    %
    
    
    31.34
    
    
    
    11.8
    %New York Area
    
    
    760
    
    
    
    13.5
    %
    
    
    31.70
    
    
    
    13.3
    %
    
    
    
    395
    
    
    
    7.0
    %
    
    
    36.50
    
    
    
    7.9
    %Washington, D.C. Area
    
    
    497
    
    
    
    12.1
    %
    
    
    31.41
    
    
    
    13.5
    %
    
    
    
    243
    
    
    
    5.9
    %
    
    
    33.37
    
    
    
    7.0
    %Total Core Markets
    
    
    2,292
    
    
    
    7.6
    %
    
    $
    27.64
    
    
    
    8.9
    %
    
    
    
    3,002
    
    
    
    10.0
    %
    
    $
    26.18
    
    
    
    11.0
    %Secondary Markets
    
    
    172
    
    
    
    5.8
    %
    
    
    16.28
    
    
    
    6.7
    %
    
    
    
    158
    
    
    
    5.4
    %
    
    
    14.44
    
    
    
    5.5
    %Total  Owned Area
    
    
    2,464
    
    
    
    7.4
    %
    
    $
    26.85
    
    
    
    8.8
    %
    
    
    
    3,160
    
    
    
    9.5
    %
    
    $
    25.60
    
    
    
    10.7
    %
 
 (1)
    
    Expiring rental rates per square foot represent base rents at time of
expiry plus current expense reimbursements and exclude straight-line rent.     Tenant Diversity
  Industry
    
    % Owned AreaBanking/Securities Brokers
    
    
    20
    %Legal Services
    
    
    13
    %Oil and Gas
    
    
    7
    %Computers/Communications
    
    
    6
    %Miscellaneous Business Services
    
    
    6
    %Wholesale/Retailers
    
    
    5
    %Insurance/Non-Bank Financial
    
    
    5
    %Government
    
    
    4
    %Accounting
    
    
    4
    %Engineering and Architectural
    
    
    4
    %
  Trizec Canada Inc.
    
    14
    
    Renewal Annual Information Form




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##### 



% RentalTop Ten Tenants by Rental Revenue
    
    Revenue(1)
    
    % Owned AreaWachovia Securities Financial Holdings
    
    
    5.9
    %
    
    
    4.3
    %GSA
    
    
    3.5
    %
    
    
    2.5
    %The Goldman Sachs Group
    
    
    2.6
    %
    
    
    1.7
    %Bank of America
    
    
    2.1
    %
    
    
    2.4
    %Continental Airlines
    
    
    2.0
    %
    
    
    2.2
    %Fried, Frank, Harris
    
    
    1.8
    %
    
    
    1.1
    %Ernst & Young
    
    
    1.8
    %
    
    
    1.1
    %Devon Energy Corporation
    
    
    1.7
    %
    
    
    1.6
    %The Capital Group Corporation
    
    
    1.3
    %
    
    
    1.0
    %Bank of the West
    
    
    1.2
    %
    
    
    0.7
    %Total Top Ten Tenants
    
    
    23.9
    %
    
    
    18.6
    %
 
 (1)
    
    Represents current in-place base rents, including expense
reimbursements, and excluding straight-line rent. Top Office Properties
  Top Ten Properties by
    
    
    
    % RentalRental Revenue Contribution
    
    
    
    Revenue(1)
    
    % Owned AreaOne New York Plaza
    
    New York, NY
    
    
    9.6
    %
    
    
    7.4
    %Allen Center
    
    Houston, TX
    
    
    8.7
    %
    
    
    9.6
    %Bank of America Plaza
    
    Los Angeles, CA
    
    
    5.4
    %
    
    
    4.3
    %Figueroa at Wilshire(2)
    
    Los Angeles, CA
    
    
    4.4
    %
    
    
    3.1
    %The Grace Building (50%)
    
    New York, NY
    
    
    4.3
    %
    
    
    2.3
    %Ernst & Young Plaza
    
    Los Angeles, CA
    
    
    3.7
    %
    
    
    3.8
    %Galleria Towers
    
    Dallas, TX
    
    
    3.6
    %
    
    
    4.3
    %Renaissance Tower
    
    Dallas, TX
    
    
    3.5
    %
    
    
    5.3
    %Newport Tower
    
    Jersey City, NJ
    
    
    3.1
    %
    
    
    3.2
    %1411 Broadway (50%)
    
    New York, NY
    
    
    3.0
    %
    
    
    1.7
    %Total Top Ten Properties
    
    
    
    
    49.3
    %
    
    
    45.0
    %
 
 (1)
    
    Represents base rent plus expense reimbursements and includes
straight-line rent.(2)
    
    Figueroa at Wilshire represents annualized rent since date of acquisition. Competition
  Trizec Canada Inc.
    
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    Renewal Annual Information Form




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##### 



Environmental Matters
       Trizec Properties  Portfolio Listings
  Trizec Canada Inc.
    
    16
    
    Renewal Annual Information Form




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##### 



Year of
    
    
    
    
    
    Owned
    
    Occupancycompletion/
    
    Total area
    
    area
    
    weighted onName (Ownership)(1)
    
    Location
    
    renovation
    
    (sq. ft.)
    
    (sq. ft.)
    

owned area(2)Core MarketsAtlantaInterstate North Parkway
    
    Atlanta, GA
    
    
    1973/84/01
    
    
    
    955,000
    
    
    
    955,000
    
    
    
    91.3
    %Colony Square
    
    Atlanta, GA
    
    
    1970/73/95
    
    
    
    837,000
    
    
    
    837,000
    
    
    
    88.3
    %The Palisades
    
    Atlanta, GA
    
    
    1981/83/99
    
    
    
    627,000
    
    
    
    627,000
    
    
    
    90.1
    %One Alliance Center
    
    Atlanta, GA
    
    
    2001
    
    
    
    558,000
    
    
    
    558,000
    
    
    
    99.9
    %Midtown Plaza
    
    Atlanta, GA
    
    
    1984/85
    
    
    
    504,000
    
    
    
    504,000
    
    
    
    87.7
    %Total  Atlanta
    
    (5 properties)
    
    
    
    
    
    
    3,481,000
    
    
    
    3,481,000
    
    
    
    91.2
    %ChicagoTwo North LaSalle
    
    Chicago, IL
    
    
    1979/00
    
    
    
    692,000
    
    
    
    692,000
    
    
    
    96.3
    %10 South Riverside
    
    Chicago, IL
    
    
    1965/99
    
    
    
    685,000
    
    
    
    685,000
    
    
    
    93.1
    %120 South Riverside
    
    Chicago, IL
    
    
    1967/99
    
    
    
    685,000
    
    
    
    685,000
    
    
    
    81.3
    %550 West Washington
    
    Chicago, IL
    
    
    2000
    
    
    
    372,000
    
    
    
    372,000
    
    
    
    70.1
    %Total  Chicago
    
    (4 properties)
    
    
    
    
    
    
    2,434,000
    
    
    
    2,434,000
    
    
    
    87.1
    %DallasRenaissance Tower
    
    Dallas, TX
    
    
    1974/92
    
    
    
    1,739,000
    
    
    
    1,739,000
    
    
    
    86.5
    %Bank One Center (50%)
    
    Dallas, TX
    
    
    1987
    
    
    
    1,531,000
    
    
    
    765,000
    
    
    
    84.6
    %Galleria Towers I, II and III
    
    Dallas, TX
    
    
    1982/85/91
    
    
    
    1,418,000
    
    
    
    1,418,000
    
    
    
    89.6
    %Plaza of the Americas (50%)
    
    Dallas, TX
    
    
    1980
    
    
    
    1,176,000
    
    
    
    588,000
    
    
    
    68.4
    %Total  Dallas
    
    (4 properties)
    
    
    
    
    
    
    5,864,000
    
    
    
    4,510,000
    
    
    
    84.8
    %HoustonAllen Center
    
    Houston, TX
    
    
    1972/78/80/95
    
    
    
    3,184,000
    
    
    
    3,184,000
    
    
    
    88.5
    %Cullen CenterContinental Center I
    
    Houston, TX
    
    
    1984
    
    
    
    1,098,000
    
    
    
    1,098,000
    
    
    
    75.2
    %Continental Center II
    
    Houston, TX
    
    
    1971
    
    
    
    449,000
    
    
    
    449,000
    
    
    
    87.4
    %Kellogg Brown & Root Tower (50%)
    
    Houston, TX
    
    
    1978
    
    
    
    1,048,000
    
    
    
    524,000
    
    
    
    84.1
    %500 Jefferson
    
    Houston, TX
    
    
    1962/83
    
    
    
    390,000
    
    
    
    390,000
    
    
    
    73.1
    %Total  Houston
    
    (5 properties)
    
    
    
    
    
    
    6,169,000
    
    
    
    5,645,000
    
    
    
    84.3
    %Los Angeles AreaBank of America Plaza
    
    Los Angeles, CA
    
    
    1974
    
    
    
    1,422,000
    
    
    
    1,422,000
    
    
    
    90.8
    %Ernst & Young Plaza
    
    Los Angeles, CA
    
    
    1985
    
    
    
    1,245,000
    
    
    
    1,245,000
    
    
    
    88.7
    %Figueroa at Wilshire
    
    Los Angeles, CA
    
    
    1990
    
    
    
    1,039,000
    
    
    
    1,039,000
    
    
    
    89.4
    %Marina Towers (50%)
    
    Los Angeles, CA
    
    
    1971/76
    
    
    
    381,000
    
    
    
    191,000
    
    
    
    87.3
    %Landmark Square
    
    Long Beach, CA
    
    
    1991
    
    
    
    443,000
    
    
    
    443,000
    
    
    
    86.1
    %Total  Los Angeles Area
    
    (5 properties)
    
    
    
    
    
    
    4,530,000
    
    
    
    4,340,000
    
    
    
    89.2
    %New York AreaOne New York Plaza
    
    New York, NY
    
    
    1970/95
    
    
    
    2,458,000
    
    
    
    2,458,000
    
    
    
    95.6
    %The Grace Building (50%)
    
    New York, NY
    
    
    1971/02
    
    
    
    1,518,000
    
    
    
    758,000
    
    
    
    99.3
    %1411 Broadway (50%)
    
    New York, NY
    
    
    1970
    
    
    
    1,146,000
    
    
    
    572,000
    
    
    
    97.6
    %1065 Ave. of the Americas (99%)
    
    New York, NY
    
    
    1958
    
    
    
    665,000
    
    
    
    659,000
    
    
    
    92.6
    %1460 Broadway (50%)
    
    New York, NY
    
    
    1951/00
    
    
    
    215,000
    
    
    
    107,000
    
    
    
    100.0
    %Newport Tower
    
    Jersey City, NJ
    
    
    1990
    
    
    
    1,061,000
    
    
    
    1,061,000
    
    
    
    76.1
    %Total  New York Area
    
    (6 properties)
    
    
    
    
    
    
    7,063,000
    
    
    
    5,615,000
    
    
    
    92.3
    %Washington, D.C. Area1200 K Street, N.W.
    
    Washington, D.C.
    
    
    1992
    
    
    
    389,000
    
    
    
    389,000
    
    
    
    98.4
    %2000 L Street, N.W.
    
    Washington, D.C.
    
    
    1968/98
    
    
    
    383,000
    
    
    
    383,000
    
    
    
    98.8
    %Victor Building (50%)
    
    Washington, D.C.
    
    
    2000
    
    
    
    343,000
    
    
    
    172,000
    
    
    
    99.8
    %2001 M Street (98%)
    
    Washington, D.C.
    
    
    1987
    
    
    
    229,000
    
    
    
    224,000
    
    
    
    100.0
    %1225 Connecticut, N.W.
    
    Washington, D.C.
    
    
    1968/94
    
    
    
    217,000
    
    
    
    217,000
    
    
    
    98.0
    %1400 K Street, N.W.
    
    Washington, D.C.
    
    
    1982/02
    
    
    
    189,000
    
    
    
    189,000
    
    
    
    96.9
    %1250 Connecticut, N.W.
    
    Washington, D.C.
    
    
    1964/96
    
    
    
    172,000
    
    
    
    172,000
    
    
    
    93.9
    %1250 23rd Street, N.W.
    
    Washington, D.C.
    
    
    1990
    
    
    
    116,000
    
    
    
    116,000
    
    
    
    100.0
    %2401 Pennsylvania
    
    Washington, D.C.
    
    
    1991
    
    
    
    77,000
    
    
    
    77,000
    
    
    
    93.6
    %Washington, D.C.
    
    (9 properties)
    
    
    
    
    
    
    2,115,000
    
    
    
    1,939,000
    
    
    
    98.1
    %Bethesda Crescent
    
    Bethesda, MD
    
    
    1987
    
    
    
    269,000
    
    
    
    269,000
    
    
    
    86.2
    %Silver Spring Metro Plaza
    
    Silver Spring, MD
    
    
    1986
    
    
    
    688,000
    
    
    
    688,000
    
    
    
    97.6
    %Suburban Maryland
    
    (2 properties)
    
    
    
    
    
    
    957,000
    
    
    
    957,000
    
    
    
    94.4
    %
 Trizec Canada Inc.
    
    17
    
    Renewal Annual Information Form




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##### 



Year of
    
    
    
    
    
    Owned
    
    Occupancycompletion/
    
    Total area
    
    area
    
    weighted onName (Ownership)(1)
    
    Location
    
    renovation
    
    (sq. ft.)
    
    (sq. ft.)
    

owned area(2)Two Ballston Plaza
    
    Arlington, VA
    
    
    1988
    
    
    
    223,000
    
    
    
    223,000
    
    
    
    99.9
    %1550 Wilson Boulevard
    
    Arlington, VA
    
    
    1983
    
    
    
    136,000
    
    
    
    136,000
    
    
    
    84.2
    %1560 Wilson Boulevard
    
    Arlington, VA
    
    
    1987
    
    
    
    126,000
    
    
    
    126,000
    
    
    
    69.6
    %12010 Sunrise Valley Drive
    
    Reston, VA
    
    
    1980
    
    
    
    238,000
    
    
    
    238,000
    
    
    
    0.0
    %One Reston Crescent
    
    Reston, VA
    
    
    2000
    
    
    
    185,000
    
    
    
    185,000
    
    
    
    100.0
    %Sunrise Tech Park
    
    Reston, VA
    
    
    1983/85
    
    
    
    315,000
    
    
    
    315,000
    
    
    
    100.0
    %Northern Virginia
    
    (6 properties)
    
    
    
    
    
    
    1,223,000
    
    
    
    1,223,000
    
    
    
    75.6
    %Total  Washington, D.C. Area
    
    (17 properties)
    
    
    
    
    
    
    4,295,000
    
    
    
    4,119,000
    
    
    
    90.6
    %Secondary MarketsCharlotteBank of America Plaza
    
    Charlotte, NC
    
    
    1974
    
    
    
    891,000
    
    
    
    891,000
    
    
    
    99.3
    %First Citizens Plaza
    
    Charlotte, NC
    
    
    1985
    
    
    
    477,000
    
    
    
    477,000
    
    
    
    89.5
    %Total  Charlotte
    
    (2 properties)
    
    
    
    
    
    
    1,368,000
    
    
    
    1,368,000
    
    
    
    95.9
    %MinneapolisNorthstar Center
    
    Minneapolis, MN
    
    
    1916/62/86
    
    
    
    813,000
    
    
    
    813,000
    
    
    
    71.6
    %Total  Minneapolis
    
    (1 property)
    
    
    
    
    
    
    813,000
    
    
    
    813,000
    
    
    
    71.6
    %TulsaWilliams Center I & II
    
    Tulsa, OK
    
    
    1982/83
    
    
    
    770,000
    
    
    
    770,000
    
    
    
    82.8
    %Total  Tulsa
    
    (1 property)
    
    
    
    
    
    
    770,000
    
    
    
    770,000
    
    
    
    82.8
    %Total
    
    (50 properties)
    
    
    
    
    
    
    36,787,000
    
    
    
    33,095,000
    
    
    
    88.2
    %(3)
 (1) The economic interest of Trizec Properties owning entity is 100% unless
otherwise noted.(2) Total occupancy as shown is weighted average based on owned area.(3) The occupancy for the 100% owned properties was 88.2%. The occupancy for the real estate joint venture properties which is based on
total area was 88.3%. Risks Relating to Trizec Properties
 The following risk factors are relevant to Trizec Properties and Trizec Properties Common
Stock. Because the principal asset of Trizec Canada is its indirect interest in shares of Trizec
Properties Common Stock, substantially all of the following risks are also relevant to Trizec
Canada. These risks are set out in detail starting on page 10 of the Trizec Properties Form 10-K ,
and are included as Schedule A to this Annual Information Form.
 .
    
    Trizec Properties operating and financial performance and its financial conditions, as well as the value of its real
estate assets, are subject to the risks incidental to the ownership and operation of real estate properties..
    
    Trizec Properties inability to enter into renewal or new leases on favourable terms for all or a substantial portion
of space that is subject to expiring leases would adversely affect its revenue, cash flows and operating results..
    
    Decreases in occupancy and rental rates would harm Trizec Properties revenue and operating results..
    
    If a significant number of Trizec Properties tenants or a major tenant defaulted on their leases or sought bankruptcy
protection, its cash flows and operating results would suffer..
    
    Trizec Properties business is substantially dependent on the economic climates of seven core markets and the adverse
conditions in these markets, or in the economy generally, may adversely impact its results of operations and financial
condition..
    
    Provisions for losses of real estate investments may negatively affect Trizec Properties operating results..
    
    If Trizec Properties has difficulty selling its properties due to economic, tax and other reasons, it may not be able
to sell its properties when appropriate and its repositioning strategy may be negatively impacted.
 Trizec Canada Inc
    
    18
    
    Renewal Annual Information Form




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##### 



.
    
    The continuing threat of terrorism may adversely affect operating results from properties held by Trizec Properties..
    
    Compliance with Trizec Properties tax cooperation agreement with Trizec Canada may limit its flexibility in making
real estate investments and conducting its business..
    
    Trizec Properties financial covenants could adversely affect its financial condition and results of operations..
    
    Trizec Properties degree of leverage may adversely affect its business and the market price of the Trizec Properties
Common Stock..
    
    If Trizec Properties is unable to manage its interest rate risk effectively, its cash flows and operating results may
suffer..
    
    Trizec Properties insurance may not cover some potential losses or may not be obtainable at commercially reasonable
rates, which could adversely affect its financial condition and results of operations..
    
    Fixed real estate costs may intensify revenue losses when income from properties held by Trizec Properties decreases..
    
    Trizec Properties competitors may adversely affect its ability to lease its properties, which may cause its cash flows
and operating results to suffer..
    
    Trizec Properties faces significant competition for acquisitions which could adversely affect its growth strategy..
    
    Trizec Properties faces various risks associated with property acquisitions..
    
    Properties that Trizec Properties acquires may result in unknown liability and require it to pay a significant amount
to contest or satisfy such liability, which would adversely affect its operating results..
    
    Because Trizec Properties must distribute a substantial portion of its net income to qualify as a REIT, it may be
dependent on third-party sources of capital to fund its future capital needs..
    
    Trizec Properties faces risks associated with the use of debt to finance its business, including refinancing risk..
    
    Restrictions in loan agreements may limit the distributions Trizec Properties receives from its operating subsidiaries
and the amounts available for distributions to stockholders as dividends on its common stock..
    
    Trizec Properties success depends on key personnel whose continued service is not guaranteed..
    
    Environmental problems at properties held by Trizec Properties are possible and may be costly..
    
    Additional regulations applicable to properties held by Trizec Properties could require it to make substantial
expenditures to ensure compliance, which could adversely affect its cash flows and operating results..
    
    Compliance with changing regulations of corporate governance and public disclosure may result in additional expense.
 Trizec Canada Inc.
    
    19
    
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.
    
    Trizec Properties compliance or failure to comply with the Americans with Disabilities Actcould result in substantial
costs..
    
    Trizec Properties does not have sole control over the properties that it holds with co-venturers or partners or over
the revenues and certain decisions associated with those properties, which may limit its flexibility with respect to
these investments..
    
    Trizec Properties failure to qualify as a REIT would decrease the funds available for distribution to its stockholders
and adversely affect the market price of the Trizec Properties Common Stock..
    
    P.M. Capital Inc., a corporation controlled by Peter Munk, maintains an ownership interest in Trizec Canada by which
Mr. Munk will control the election of members of the board of directors of Trizec Properties until January 1, 2008..
    
    An ownership limitation in Trizec Properties certificate of incorporation may adversely affect the market price of the
Trizec Properties Common Stock..
    
    Changes in market conditions, higher market interest rates and low trading volume may adversely affect the market price
of the Trizec Properties Common Stock..
    
    The sale or availability for sale of approximately 60 million shares of Trizec Properties Common Stock owned indirectly
by Trizec Canada or shares of Trizec Properties Common Stock that may be issued hereafter could adversely affect the
market price of Trizec Properties Common Stock..
    
    Limits on changes of control may discourage takeover attempts that may be beneficial to holders of Trizec Properties
Common Stock..
    
    An anticipated increase in taxes applicable to dividends that Trizec Properties pays to a Hungarian subsidiary of
Trizec Canada may decrease the amount of Trizec Properties dividends on the Trizec Properties Common Stock..
    
    The issuance of additional shares of Trizec Properties Common Stock pursuant to the terms of the Trizec Properties
Class F Convertible Stock may dilute stockholders interest in Trizec Properties and adversely affect the market price
of the Trizec Properties Common Stock..
    
    The reduction of the tax rate on certain dividends from non-REIT C corporations may adversely affect Trizec Properties
and its stockholders..
    
    Trizec Properties may have to pay federal income taxes with respect to past years or it might have to pay additional
distributions to its stockholders as a result of a current Internal Revenue Service Audit of it and certain of its
subsidiaries..
    
    Even if Trizec Properties qualifies as a REIT, it is required to pay some taxes, which may result in less cash
available for distribution to stockholders.
 DIVIDENDS


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Trizec Canada Inc.
    
    21
    
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CAPITAL STRUCTURE
 Share Capital
  Investment Canada Act
   Trizec Canada Inc.
    
    22
    
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Constraints on Shares
  Canada Business
Corporations Act
  (a)
    
    after giving effect to such issuance or transfer of Trizec Canada Constrained
Shares, the total number of Trizec Canada Constrained Shares held by or on behalf of
non-Canadian Residents would exceed the maximum number of Trizec Canada Constrained
Shares that may be held from time to time by or on behalf of non-Canadian Residents
(the Maximum Aggregate Holdings); or(b)
    
    the total number of Trizec Canada Constrained Shares held by or on behalf of
non-Canadian Residents exceeds the Maximum Aggregate Holdings.
  (a)
    
    if the number of Trizec Canada Shares held by persons other than Canadian
Residents exceeds the Maximum Aggregate Holdings, Trizec Canada may, to the extent
permitted by the CBCA and the regulations promulgated thereunder, sell, as if it were
the owner thereof, any Trizec Canada Constrained Shares that are owned by non-Canadian
Residents in order to reduce the number of Trizec Canada Constrained Shares held
thereby; and
 Trizec Canada Inc.
    
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##### 



(b)
    
    registration of a transfer of or the issuance of a Trizec Canada Constrained
Share may be refused if the issue or transfer is to a person who may be a non-Canadian
Resident and who has failed to furnish to Trizec Canada information requested to
establish that such person is a Canadian Resident.
  Other Securities
 Exchangeable Debentures
      Trizec Canada Inc.
    
    24
    
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##### 



SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
  For the year ended December 31, 2005
    
    1st
    
    
    2nd
    
    
    3rd
    
    
    4th(US$ millions, except per share amounts)
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearShare of earnings of Trizec Properties
    
    $
    7.9
    
    
    
    9.2
    
    
    
    4.1
    
    
    
    1.1
    
    
    
    22.3Income from continuing operations
    
    
    5.7
    
    
    
    4.8
    
    
    
    6.7
    
    
    
    8.1
    
    
    
    25.3Discontinued operations
    
    
    3.2
    
    
    
    9.9
    
    
    
    10.2
    
    
    
    37.7
    
    
    
    61.0Net income
    
    
    8.9
    
    
    
    14.7
    
    
    
    16.9
    
    
    
    45.8
    
    
    
    86.3Income per share  basic and dilutedContinuing operations
    
    
    0.10
    
    
    
    0.08
    
    
    
    0.11
    
    
    
    0.14
    
    
    
    0.42Discontinued operations
    
    
    0.05
    
    
    
    0.17
    
    
    
    0.17
    
    
    
    0.63
    
    
    
    1.02Net income
    
    
    0.15
    
    
    
    0.25
    
    
    
    0.28
    
    
    
    0.77
    
    
    
    1.44
 For the year ended December 31, 2004
    
    1st
    
    
    2nd
    
    
    3rd
    
    
    4th(US$ millions, except per share amounts)
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearShare of earnings of Trizec Properties
    
    $
    9.9
    
    
    
    (9.4
    )
    
    
    11.1
    
    
    
    8.8
    
    
    
    20.4Income from continuing operations
    
    
    13.5
    
    
    
    27.8
    
    
    
    9.9
    
    
    
    11.6
    
    
    
    62.8Discontinued operations
    
    
    18.6
    
    
    
    (43.3
    )
    
    
    16.3
    
    
    
    36.4
    
    
    
    28.0Net income (loss)
    
    
    32.1
    
    
    
    (15.5
    )
    
    
    26.2
    
    
    
    48.0
    
    
    
    90.8Income (loss) per share  basic and dilutedContinuing operations
    
    
    0.23
    
    
    
    0.46
    
    
    
    0.17
    
    
    
    0.19
    
    
    
    1.05Discontinued operations
    
    
    0.31
    
    
    
    (0.72
    )
    
    
    0.27
    
    
    
    0.61
    
    
    
    0.47Net income (loss)
    
    
    0.54
    
    
    
    (0.26
    )
    
    
    0.44
    
    
    
    0.80
    
    
    
    1.52
 SUMMARY ANNUAL INFORMATION
  As at December 31,(US$ millions, except per share amounts)
    
    2005
    
    
    2004
    
    
    2003Investment in Trizec Properties, Inc.
    
    $
    797.7
    
    
    
    760.1
    
    
    
    765.8Total assets
    
    
    1,410.9
    
    
    
    1,382.4
    
    
    
    1,385.6Exchangeable debenturesCarrying amount
    
    
    844.4
    
    
    
    733.9
    
    
    
    688.1Deferred amount
    
    
    46.5
    
    
    
    157.0
    
    
    
    202.8
 For the years ended December 31,
    
    2005
    
    
    2004
    
    
    2003Share of earnings of Trizec Properties
    
    $
    22.3
    
    
    
    20.4
    
    
    
    55.6Income from continuing operations
    
    
    25.3
    
    
    
    62.8
    
    
    
    118.6Discontinued operations
    
    
    61.0
    
    
    
    28.0
    
    
    
    18.7Net income
    
    
    86.3
    
    
    
    90.8
    
    
    
    137.3Income per share  basic and dilutedContinuing operations
    
    $
    0.42
    
    
    
    1.05
    
    
    
    1.98Discontinued operations
    
    $
    1.02
    
    
    
    0.47
    
    
    
    0.31Net income
    
    $
    1.44
    
    
    
    1.52
    
    
    
    2.29Cash dividends per share
    
    $
    0.80
    
    
    
    0.80
    
    
    
    0.60
 Trizec Canada Inc.
    
    25
    
    Renewal Annual Information Form




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##### 



AUDIT COMMITTEE
 Charter
  Composition
  Howard L. Beck
 Dr. Alan R. Hudson
 Donald L. Lenz
 Trizec Canada Inc.
    
    26
    
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##### 



External Auditor Service Fees
  Type of Fees(US$ millions)For the years ended December 31,
    
    2005
    
    
    2004Audit fees
    
    $
    0.4
    
    
    
    0.3Audit-related services
    
    
    
    
    
    
    0.1Tax services fees
    
    
    0.4
    
    
    
    0.5All other fees
    
    
    0.3
    
    
    
    0.1Total
    
    $
    1.1
    
    
    
    1.0
  Pre-Approval Policies and Procedures
  Trizec Canada Inc.
    
    27
    
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##### 



DIRECTORS AND OFFICERS
  Number and Class of Shares(2)Municipality of
    
    
    Subordinate
    
    
    MultipleName, Year Person First Became a Director and Principal Occupation (1)
    
    Residence
    
    
    Voting Shares
    
    
    Voting SharesHoward L. Beck (1990-1996, 1997-2002, 2002-2003)(3)(4)
    
    Toronto,
    
    
    49,353
    
    
    
    Corporate Director
    
    OntarioC. William D. Birchall (1987-2002, 2002-2003)
    
    Toronto,
    
    
    1,602,500
    
    
    
    Corporate Director
    
    OntarioDr. Alan R. Hudson (2003)(3)(4)
    
    Toronto,
    
    
    3,500
    (5)
    
    
    Lead of Access to Services/Wait Times
    
    Ontario(Provincial Wait Times Strategy of the Ontario Ministry of
Health and Long Term Care)Donald L. Lenz (2003)(3)(4)
    
    Toronto,
    
    
    2,000
    
    
    
    Managing Director, Newport Partners Inc.
    
    Ontario(personal and corporate wealth management)Peter Munk (1987-2002, 2002-2003)
    
    Toronto,
    
    
    1,972,435
    (6)
    
    
    7,522,283
    (6)Chairman and Chief Executive Officer, Trizec Canada;
    
    OntarioChairman,Trizec Properties;
Chairman, Barrick Gold Corporation
(gold mining company)Robert B. Wickham (2003)
    
    Oakville,President, Trizec Canada
    
    Ontario
    
    
    2,000
    
    
    
    
 
 Notes:(1)
    
    The period ending 2002 reflects membership on the board of directors of the
Corporations wholly-owned subsidiary, Trizec Hahn Corporation. The term of office of each
director will expire on the date of the next annual meeting of shareholders of the
Corporation where their successors are elected.(2)


    
    The information as to shares beneficially owned, controlled or directed, not
being within the knowledge of the Corporation, has been furnished by the respective
directors individually. All of the information is as at December 31, 2005.(3)
    
    Member of the Audit Committee.(4)
    
    Member of the Compensation, Corporate Governance and Nominating Committee.(5)
    
    Dr. Hudsons holdings include 3,500 subordinate voting shares owned by family
members.(6)
    
    Mr. Munks holdings include 1,972,435 subordinate voting shares and 7,522,283
multiple voting shares owned through P.M. Capital Inc. Mr. Munks multiple voting shares
are convertible into subordinate voting shares, at his option, on the basis of one
subordinate voting share for each multiple voting share converted. P.M. Capital Inc. has
agreed not to vote more than that number of multiple voting shares carrying votes, in the
aggregate that represent a simple majority of all votes entitled to be cast on the matter
by all holders of voting securities of Trizec Canada in the aggregate.  Name and Principal Occupation
    
    Municipality of ResidencePeter Munk
    
    Toronto, OntarioChairman and Chief Executive OfficerRobert B. Wickham
    
    Oakville, OntarioPresidentColin J. Chapin
    
    Toronto, OntarioSenior Vice President, Chief Financial Officer and Corporate SecretaryRichard M. Cecconi
    
    Toronto, OntarioControllerWilliam E. Jupp
Director, Financial Reporting and Assistant Secretary
    
    Toronto, Ontario
 Trizec Canada Inc.
    
    28
    
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##### 



INTEREST
OF EXPERTS
  MARKET FOR SECURITIES
  Share Price Trading Range2005
    
    High
    
    
    Low
    
    
    Share Volume(C$ per share)
    
    
    (millions)January
    
    
    20.39
    
    
    
    19.10
    
    
    
    4.9February
    
    
    20.90
    
    
    
    19.40
    
    
    
    0.4March
    
    
    20.35
    
    
    
    19.22
    
    
    
    0.5April
    
    
    21.60
    
    
    
    19.90
    
    
    
    8.1May
    
    
    22.75
    
    
    
    21.55
    
    
    
    1.6June
    
    
    22.82
    
    
    
    21.60
    
    
    
    2.7July
    
    
    24.85
    
    
    
    22.00
    
    
    
    7.4August
    
    
    24.85
    
    
    
    23.05
    
    
    
    0.7September
    
    
    25.00
    
    
    
    23.51
    
    
    
    0.9October
    
    
    24.95
    
    
    
    23.00
    
    
    
    2.5November
    
    
    25.00
    
    
    
    23.43
    
    
    
    1.0December
    
    
    25.22
    
    
    
    23.95
    
    
    
    0.6
 MATERIAL CONTRACTS
  1.
    
    Arrangement Agreement dated as of March 8, 2002 by and among Trizec Hahn
Corporation, Trizec Canada Inc., 4007069 Canada Inc. and Trizec Properties, Inc.;2.
    
    Arrangement Agreement Amending Agreement dated as of April 23, 2002 by and
among Trizec Hahn Corporation, Trizec Canada Inc., 4007069 Canada Inc. and Trizec
Properties, Inc.;3.
    
    Registration rights agreement dated as of May 2, 2002 between Trizec
Properties, Inc., Trizec Canada Inc. and Emerald Blue Kft;4.
    
    Canadian Tax Co-operation Agreement dated May 8, 2002 between TrizecHahn Office
Properties Ltd. and Trizec Properties, Inc.;
 Trizec Canada Inc.
    
    29
    
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##### 



5.
    
    Insurance Agreement dated as of May 7, 2002 between Trizec Hahn Corporation and
Trizec Properties, Inc.; and6.
    
    Trust Agreement dated as of April 23, 2002 between P.M. Capital Inc., Peter
Munk, Trizec Canada Inc. and CIBC Mellon Trust Company.
 TRANSFER AGENT AND REGISTRAR
  ADDITIONAL INFORMATION
   (a)
    
    at such time as the Corporation is in the course of a distribution of its
securities pursuant to a short form prospectus or has filed a preliminary short form
prospectus in respect of a proposed distribution of its securities:
 (i)
    
    one copy of its latest Annual Information Form, together with one
copy of any document, or the pertinent pages of any document, incorporated
therein by reference;(ii)
    
    one copy of its financial statements for its most recently
completed financial year for which such financial statements have been filed
together with the report of the auditor thereon, and managements discussion and
analysis of its financial condition and results of operations, and one copy of
its interim financial statements subsequent to the filing of its annual
financial statements;(iii)
    
    one copy of its management information circular in respect of
its most recent annual meeting of shareholders which involved the election of
directors; and(iv)
    
    one copy of any other reports which are incorporated by reference
into the preliminary short form prospectus or the short form prospectus; or
 (b)
    
    at any other time, the documents referred to in clauses (a)(i), (ii) and (iii)
above (provided that the Corporation may require, at its discretion, the payment of a
reasonable charge from such person or company who is not one of its security holders
where the documents are furnished under this clause (b)).
 Trizec Canada Inc.
    
    30
    
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SCHEDULE A
 TRIZEC PROPERTIES, INC.  RISK FACTORS
  You should carefully consider the risks described below. These risks are not the only
ones that we may face. Additional risks not presently known to us or that we currently consider
immaterial may also impair our results of operations, financial condition and business operations
generally, and hinder our ability to make distributions to our stockholders.
 Risks Relating To Our Business
 Our operating and financial performance and our financial condition, as well as the value of our
real estate assets, are subject to the risks incidental to the ownership and operation of real
estate properties.
  .
    
    adverse changes in the national and regional economic climate, as well as the local economic conditions in core markets
in which our properties are located, which generally will negatively impact the demand for office space and rental
rates;.
    
    cyclical nature of the real estate industry, particularly in the commercial office sector, and possible oversupply of
office properties, including space available by sublease, or reduced demand for office space in our core markets which
would make it more difficult for us to lease space at attractive rental rates, or at all;.
    
    negative trends in employment levels;.
    
    competition from other commercial office real estate owners who own properties in our core markets which could cause us
to lose current or prospective tenants to other properties or cause us to reduce our rental rates;.
    
    vacancies and unfavorable changes in market rental rates and our ability to rent space on favorable terms;.
    
    bankruptcy, insolvency or credit deterioration of our tenants and our ability to collect rents from our tenants;.
    
    increase in interest rates and lack of availability of attractive financing;.
    
    increases in operating costs, including utilities, real estate taxes, state and local taxes, heightened security costs
and costs incurred for periodic renovations and repairs that are necessary as our properties age;.
    
    illiquidity of real estate assets, which may make it difficult for us to sell our real estate investments in response
to changes in the economic climate and real estate industry;.
    
    civil unrest, acts of terrorism, earthquakes and other natural disasters or acts of God that may result in underinsured
or uninsured losses;.
    
    relative or decreased attractiveness of our properties to tenants;.
    
    changes in the availability and affordability of insurance on commercially reasonable terms, in levels of coverage for
our real estate assets and in exclusions from insurance policies for our real estate assets; and.
    
    unfavorable financing market conditions which could affect our ability to complete any property dispositions or
acquisitions on a timely basis or on economically attractive terms.
  If we are not able to renew leases or enter into new leases on favorable terms or at all as our
existing leases expire, our revenue, operating results and cash flows will be reduced.
  Trizec Canada Inc.
    
    31
    
    Renewal Annual Information Form




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##### 



.
    
    the rental rates of the renewal or new leases may be significantly lower than those of the expiring leases; or.
    
    substantial tenant installation costs, including the cost of required renovations or concessions to tenants, may be
significant.
  Decreases in occupancy and rental rates will harm our revenue and our operating results.
  If a significant number of our tenants or a major tenant defaulted on their leases or sought
bankruptcy protection, our cash flows and operating results would suffer.
  Our business is substantially dependent on the economic climates of seven core markets and the
adverse conditions in these markets, or in the national economy generally, may adversely impact our
results of operations and financial condition.
  Provisions for losses of real estate investments may negatively affect our operating results.
  Trizec Canada Inc.
    
    32
    
    Renewal Annual Information Form




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##### 



We may have difficulty selling our properties due to economic, tax and other reasons. As a result,
we may not be able to sell our properties when appropriate and our repositioning strategy may be
negatively impacted.
  Actual or perceived threat of terrorism may adversely affect operating results from our properties.
   Compliance with our tax cooperation agreement for the benefit of Trizec Canada Inc. may limit our
flexibility in making real estate investments and conducting our business.
  Trizec Canada Inc.
    
    33
    
    Renewal Annual Information Form




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##### 



Our financial covenants could adversely affect our financial condition and results of operations.
   Our degree of leverage may adversely affect our business and the market price of our common stock.
   If we are unable to manage our interest rate risk effectively, our cash flows and operating results
may suffer.
  Our insurance may not cover some potential losses or may not be obtainable at commercially
reasonable rates, which could adversely affect our financial condition and results of operations.
  Trizec Canada Inc.
    
    34
    
    Renewal Annual Information Form




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##### 



Fixed real estate costs may intensify revenue losses when income from our properties decreases.
  Competition may adversely affect our ability to lease our properties, which may cause our cash
flows and operating results to suffer.
  Trizec Canada Inc.
    
    35
    
    Renewal Annual Information Form




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##### 



We face significant competition for acquisitions which could adversely affect our growth strategy.
  We face various risks associated with acquisitions of properties.
  Properties that we acquire may result in unknown liability and require us to pay a significant
amount to contest or satisfy such liability, which would adversely affect our operating results.
  .
    
    liabilities for clean-up or remediation of environmental contamination;.
    
    claims by third parties for liabilities incurred in the ordinary course of business;.
    
    claims by tenants, vendors or other persons against the former owners of the properties; and.
    
    claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the
properties.
 Because we must distribute a substantial portion of our net income to qualify as a REIT, we will be
dependent on third-party sources of capital to fund our future capital needs.
  Trizec Canada Inc.
    
    36
    
    Renewal Annual Information Form




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##### 



We face risks associated with the use of debt to finance our business, including refinancing risk.
  .
    
    our financial position;.
    
    the estimated cash flow of our properties;.
    
    the value of our properties;.
    
    liquidity in the debt markets;.
    
    the availability on commercially acceptable terms of insurance coverage required by lenders;.
    
    general economic and real estate market conditions; and.
    
    financial, competitive, business and other factors, including factors beyond our control.
  Restrictions in loan agreements may limit the distributions we receive from our operating
subsidiaries and the amounts available for distributions to you as dividends on our common stock.
  Our success depends on key personnel whose continued service is not guaranteed.
  Environmental problems at our properties are possible and may be costly.
  Trizec Canada Inc.
    
    37
    
    Renewal Annual Information Form




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##### 



Additional regulations applicable to our properties could require us to make substantial
expenditures to ensure compliance, which could adversely affect our cash flows and operating
results.
  Compliance with changing regulation of corporate governance and public disclosure may result in
additional expense.
  Trizec Canada Inc.
    
    38
    
    Renewal Annual Information Form




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##### 



Compliance or failure to comply with the Americans with Disabilities Act could result in
substantial costs.
  We do not have sole control over the properties that we hold with co-venturers or partners or over
the revenues and certain decisions associated with those properties, which may limit our
flexibility with respect to these investments.
  .
    
    may have economic or business interests or goals that are inconsistent with our economic or business interests or goals;.
    
    may take actions contrary to our instructions or requests, or contrary to our policies or objectives with respect to
our real estate investments (including actions that may be inconsistent with our REIT status);.
    
    may have to give its consent with respect to certain major decisions, including the decision to distribute cash,
refinance a property or sell a property;.
    
    may become bankrupt, limiting its ability to meet calls for capital contributions and potentially making it more
difficult to refinance or sell the property;.
    
    may become engaged in a dispute with us that might affect our ability to develop or operate a property; and.
    
    may have competing interests in our markets that could create conflict of interest issues.
  .
    
    the sale of the properties;.
    
    refinancing;.
    
    timing and amount of distributions of cash from such properties to us;.
    
    capital improvements; and.
    
    calling for capital contributions.
  Our failure to qualify as a REIT would decrease the funds available for distribution to our
stockholders and adversely affect the market price of our common stock.
  .
    
    we will be subject to tax on our taxable income at regular corporate rates;.
    
    we will not be able to deduct, and will not be required to make, distributions to stockholders in any year in which we
fail to qualify as a REIT;.
    
    we could be subject to federal alternative minimum tax and/or increased state and local taxes; and.
    
    unless we are entitled to relief under specific statutory provisions, we will be disqualified from taxation as a REIT
for the four taxable years following the year during which we lost our qualification.
 Trizec Canada Inc.
    
    39
    
    Renewal Annual Information Form




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##### 



Risks Relating To Our Capital Stock
 P.M. Capital Inc., a corporation controlled by Peter Munk, our chairman, maintains an ownership
interest in Trizec Canada Inc. by which Mr. Munk will control the election of members of our board
of directors until January 1, 2008.
  Limitations on ownership of our capital stock by stockholders that are not qualifying U.S.
Persons may adversely affect the market price of our common stock.
  .
    
    a U.S. citizen;.
    
    a U.S. resident individual;.
    
    an S corporation;.
    
    a partnership (including, a limited liability company, or other entity, that is classified as a partnership for U.S.
federal income tax purposes) (i) that is created or organized in or under the laws of the United States or any State or
the District of Columbia and (ii) at least 95% (by value) of the interests in which are owned by U.S. Persons;.
    
    a corporation or business trust (or other entity classified as a corporation for United States federal income tax
purposes) (i) that is created or organized in or under the laws of the United States or any State or the District of
Columbia and (ii) at least 95% (by value) of the shares, units or other ownership interests in which are owned by U.S.
Persons;.
    
    an estate if (i) its income is subject to U.S. tax regardless of source and (ii) at least 95% of amounts distributable
by it are distributable to U.S. Persons;.
    
    a registered investment company (as defined in Section 851 of the Code) that is offered for sale only in the United
States;
 Trizec Canada Inc.
    
    40
    
    Renewal Annual Information Form




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##### 



.
    
    a trust if (i) a court within the United States is able to exercise primary jurisdiction over its administration, (ii)
one or more United States persons (as defined in Section 7701(a)(30) of the Code) have the authority to control all
substantial decisions of the trust, and (iii) at least 95% of amounts distributable by it are distributable to U.S.
Persons;.
    
    a corporation, fund, foundation or other organization organized under the laws of the United States or any State or the
District of Columbia and that is generally exempt from tax therein and is described in Section 501(c)(3) of the Code;.
    
    a legal person organized under the laws of the United States or any State or the District of Columbia and that is
generally exempt from tax therein and is established and maintained to provide pensions or other similar benefits in
connection with employment pursuant to a plan (including, without limitation, (i) a trust described in Section 401(a)
of the Code and (ii) an eligible deferred compensation plan as defined in Section 457 of the Code in respect of which
the employer is a U.S. Person);.
    
    a simplified employee pension plan described in Section 408(k) of the Code, an individual retirement account, an
account described in Section 408(p) of the Code, an annuity plan described in Section 403 of the Code, and any similar
plan permitted under the Code in respect of individual retirement benefits or similar benefits, provided that in each
case at least 95% of all amounts payable under such plan are payable to U.S. Persons;.
    
    a group trust in which assets of persons described in paragraph (10) or (11) above are pooled;.
    
    a Keogh plan, provided that at least 95% of all amounts payable under such plan are payable to U.S. Persons;.
    
    a governmental entity consisting of any of: (a) any governing body of the United States, or of a political subdivision
or local authority of the United States; (b) a person that is wholly owned, directly or indirectly, by the United
States or a political subdivision or local authority of the United States provided (i) it is created or organized in or
under the laws of the United States, or of any State or the District of Columbia, (ii) its earnings are credited to its
own account with no portion of its income inuring to the benefit of any private person, and (iii) its assets vest in
the United States or a political subdivision or local authority of the United States upon dissolution; or (c) a pension
trust or fund of a person described in subparagraph (a) or (b) that is created or organized in or under the laws of the
United States or of any State or of the District of Columbia and that is constituted and operated exclusively to
administer or provide pension benefits to individuals in respect of services rendered to such person in the discharge
of functions of a governmental nature;.
    
    a common trust fund as defined in Section 584 of the Code or separate account, respectively, (i) established by a
bank or insurance company, respectively, organized in the United States or under the laws of the United States or any
State or the District of Columbia and (ii) at least 95% (by value) of the interests in which are owned by U.S. Persons;
or.
    
    an investment club or similar entity (i) that is created or organized in or under the laws of the United States or any
State or the District of Columbia and (ii) at least 95% (by value) of the interests in which are owned by U.S. Persons.
  Changes in market conditions could adversely affect the market value of our securities.
  .
    
    the extent of investor interest in us;.
    
    the general reputation of REITs and the attractiveness of our equity securities (including anticipated levels of
distribution) in comparison to other equity securities, including securities issued by other real estate-based
companies;.
    
    our underlying asset value;.
    
    national economic conditions;.
    
    government action or regulation, including changes in tax law;.
    
    our financial performance and the perceived attractiveness of our portfolio of assets; and.
    
    general stock market conditions.
 Trizec Canada Inc.
    
    41
    
    Renewal Annual Information Form




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##### 



Higher market interest rates and low trading volume may adversely affect the market price of our
common stock.
  The sale or availability for sale of approximately 60 million shares of our common stock owned
indirectly by Trizec Canada Inc. or shares of our common stock that may be issued hereafter could
adversely affect the market price of our common stock.
  .
    
    Trizec Canada Inc. shareholders will have the right to redeem their shares from time to time, and
Trizec Canada Inc. will have the option of satisfying these redemptions with shares of our common
stock held by the Hungarian subsidiary; and.
    
    Trizec Canada Inc. may cause the Hungarian subsidiary to dispose of some or all of the shares of our
common stock held by the Hungarian subsidiary at any time for any reason. In this regard, it should
be noted that it is expected that we will qualify as a domestically-controlled REIT in mid to late
2007, at which time the Hungarian subsidiary could sell its shares of our common stock without
incurring U.S. federal income tax liability with respect to such stock.
  .
    
    upon exercises of our stock options and warrants; and.
    
    upon conversions of our Class F convertible stock (for additional information on the conversion of
our Class F convertible stock, see Risk FactorsThe issuance of additional shares of our common
stock pursuant to the terms of our Class F convertible stock may dilute your interest in our company
and adversely affect the market price of our common stock below).
    Limits on changes of control may discourage takeover attempts that may be beneficial to holders of
our common stock.
  .
    
    delay or prevent a change of control over us or a tender offer for
our common stock, even if those actions might be beneficial to
holders of our common stock; and
 Trizec Canada Inc.
    
    42
    
    Renewal Annual Information Form




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##### 



.
    
    limit our stockholders opportunity to receive a potential premium for their shares of
common stock over then-prevailing market prices.
  Dividends payable on our special voting stock may decrease the amount of our dividends on our
common stock and there may be an increase in the amount of dividends on our special voting stock as
a result of anticipated changes in the U.S.-Hungary income tax treaty or as a result of
restructuring by Trizec Canada Inc.
     The issuance of additional shares of our common stock pursuant to the terms of our Class F
convertible stock may dilute your interest in our company and adversely affect the market price of
our common stock.
  .
    
    the 2002 corporate reorganization; or
 Trizec Canada Inc.
    
    43
    
    Renewal Annual Information Form




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##### 



.
    
    specified future transactions or events that allow for the
conversion of our Class F convertible stock into common stock,
including:
 
    
    dispositions of our common stock in connection with major corporate transactions or
events, such as mergers, requiring the approval of a specified portion of our common
stockholders or the tendering of a specified portion of our common stock to affect those
transactions or events; and
    
    transactions or events during a specified period after the end of the five-year period
ending in 2007, after which it is expected that we will qualify as a
domestically-controlled REIT.
     The reduction of the tax rate on certain dividends from non-REIT C corporations may adversely
affect us and our stockholders.
  We might have to pay federal income taxes with respect to past years or we might have to pay
additional distributions to our shareholders as a result of a current Internal Revenue Service
Audit of us and certain of our subsidiaries.
  Trizec Canada Inc.
    
    44
    
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##### 



Even if we qualify as a REIT, we are required to pay some taxes, which may result in less cash
available for distribution to stockholders.
      Trizec Canada Inc.
    
    45
    
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##### 



SCHEDULE B
 TRIZEC CANADA INC.
AUDIT COMMITTEE CHARTER
 A. Purpose
 Income Tax Act
  B. Membership Requirements
 Audit
Committees 1 2
  C. Authority
  
 1
    
    As defined in §1.2 of the
amendments to MI 52-110 Audit Committees and §1.2 of the Amendment to
Companion Policy 52-110CP to MI52-110.2
    
    As defined in §1.5 of MI52-110 (which
has been re-numbered §1.6 in the amendments to MI 52-110) and §4.1
of the Companion Policy 52-110CP to MI52-110. Trizec Canada Inc.
    
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    Renewal Annual Information Form




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D. Responsibilities
     (i)
    
    audited annual financial statements in conjunction with the report of the external
auditor;(ii)
    
    interim financial statements;(iii)
    
    annual and interim managements discussion and analysis of financial
conditions and results of operations;(iv)
    
    annual information form; and(v)
    
    all other audited or unaudited financial information contained in public
disclosure documents (including, without limitation, any prospectus or other offering
or public disclosure documents and financial statements required by regulatory
authorities;
      Trizec Canada Inc.
    
    47
    
    Renewal Annual Information Form




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E. Meetings
  Trizec Canada Inc.
    
    48
    
    Renewal Annual Information Form




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##### 



Trizec Canada Inc.
    
    49
    
    Renewal Annual Information Form