sir investor presentation sept 2015 final

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Select Income REIT Investor Presentation - September 2015 Compass Group (LON: CPG) U.S. Headquarters Square Feet: 284,000 Charlotte, NC

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Page 1: Sir investor presentation sept 2015 final

Select Income REITInvestor Presentation - September 2015

Compass Group (LON: CPG) U.S. HeadquartersSquare Feet: 284,000Charlotte, NC

Page 2: Sir investor presentation sept 2015 final

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Disclaimer.

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THIS PRESENTATION CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS "BELIEVE," "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "ESTIMATE," OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS. FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, WHICH INCLUDE THOSE THAT ARE DETAILED IN OUR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2014 AND SUBSEQUENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENT. EXCEPT AS REQUIRED BY APPLICABLE LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

WE COMPUTE ADJUSTED EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION, OR ADJUSTED EBITDA, AS NET INCOME PLUS INTEREST EXPENSE, TAXES AND DEPRECIATION AND AMORTIZATION. WE ADJUST FOR ACQUISITION RELATED COSTS, GAIN OR LOSS ON SALE OF PROPERTIES, GAIN OR LOSS ON EARLY EXTINGUISHMENT OF DEBT, GENERAL AND ADMINISTRATIVE EXPENSES PAID IN COMMON SHARES, AND IMPAIRMENT OF ASSETS, IF ANY.

FUNDS FROM OPERATIONS, OR FFO, IS CALCULATED ON THE BASIS DEFINED BY THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS, OR NAREIT, WHICH IS NET INCOME, CALCULATED IN ACCORDANCE WITH GAAP, PLUS REAL ESTATE DEPRECIATION AND AMORTIZATION AND THE DIFFERENCE BETWEEN NET INCOME AND FFO ALLOCATED TO NONCONTROLLING INTEREST, AS WELL AS CERTAIN OTHER ADJUSTMENTS CURRENTLY NOT APPLICABLE TO US. OUR CALCULATION OF NORMALIZED FFO DIFFERS FROM NAREIT’S DEFINITION OF FFO BECAUSE WE INCLUDE ESTIMATED BUSINESS MANAGEMENT INCENTIVE FEES, IF ANY, ONLY IN THE FOURTH QUARTER VERSUS THE QUARTER THEY ARE RECOGNIZED AS EXPENSE IN ACCORDANCE WITH GAAP AND WE EXCLUDE ACQUISITION RELATED COSTS, GAINS AND LOSSES ON EARLY EXTINGUISHMENT OF DEBT AND NORMALIZED FFO FROM NONCONTROLLING INTEREST, NET OF FFO.

Note: Unless otherwise noted, data is presented as of June 30, 2015.

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OVERVIEW

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Why invest in SIR?

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• Best-in-class single tenant net lease office and industrial assets.

• High occupancy with a strong tenant base.

• Long term leases; limited near term expirations.

• Solid organic cash flow growth.

• Compelling dividend yield of nearly 11%(1) coupled with a conservative dividend payout ratio.

(1) As of close of market on September 11, 2015.

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• Increasing our cash flow through mainland rent bumps as well as Hawaii rent resets and roll ups.

• Maintaining our high occupancy.

• Selectively acquiring single tenant net leased properties that are strategic to tenants and have a high probability of lease renewal.

• Instituting a capital recycling program.

• Maintaining our investment grade ratings.

SIR’s areas of focus.

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Building upon core strengths.

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As of 6/30/14

Number of properties: 50 116

Square feet: 27.0 mill. 43.9 mill.

Percentage leased: 96.1% 97.7%

Average building age(1): 16 years 11 years

Geographic footprint: 21 states 35 states

Revenue from top 5 tenants(2): 27.7% 17.6%

Total debt/book capitalization: 23.0% 50.3%

Floating rate debt/total assets: 21.2% 11.5%

Unsecured fixed rate debt: None 3, 5, 7, 10 yr. notes

Unencumbered NOI: 98.8% 89.6%

Investment grade ratings: None Moody’s (Baa2)

S&P (BBB-)

As of 6/30/15

Improved Portfolio Strength & Diversity

Strengthened Credit Profile

Matured Balance Sheet

(1) Simple average based upon weighted average year built or substantially renovated.(2) Based on annualized rental revenue and calculated as the annualized contractual rents, as of June 30, 2015, from tenants pursuant to existing leases, including straight line rent adjustments and excluding lease value

amortization, and further adjusted for tenant concessions, including free rent and amounts reimbursed to tenants, plus estimated recurring expense reimbursements from tenants pursuant to existing leases. Amounts are preliminary and subject to change.

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20.4%

18.8%60.8%

26.0%

19.4%

13.7%

12.2%

10.7%

8.2%

9.8%

SIR’s well diversified portfolio.

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Technology & Communications Energy Services

Retail & Food Industrial

Real Estate & Financial Other

Manufacturing & Transportation

Tenant Industry Diversity(1)

(1) Based on annualized rental revenue and calculated as the annualized contractual rents, as of June 30, 2015, from tenants pursuant to existing leases, including straight line rent adjustments and excluding lease value amortization, and further adjusted for tenant concessions, including free rent and amounts reimbursed to tenants, plus estimated recurring expense reimbursements from tenants pursuant to existing leases. Amounts are preliminary and subject to change.

Geographic Diversity

Office property

Industrial property

Industrial lands

Asset Class(1)

Mainland Office

Mainland Industrial

Hawaii Industrial

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41.0%

15.8%

43.2%

% of Sq. Ft.(1) % of Rent(2) IG Rated

1.9% 4.0% No

7.1% 3.8% Yes

1.3% 3.3% Yes

1.4% 3.3% No

1.2% 3.2% Yes

0.7% 3.0% No

0.7% 2.6% Yes

0.8% 2.4% No

3.2% 2.2% No

0.6% 2.1% Yes

Total 18.9% 29.9% 50%

Strong tenant credit quality.

8(1) Pursuant to existing leases as of June 30, 2015 and includes (i) space being fitted out for occupancy, if any, and (ii)

space which is leased but is not occupied or is being offered for sublease by tenants, if any.(2) Based upon annualized rental revenue , which is calculated as the annualized contractual rents, as of June 30,

2015, from tenants pursuant to existing leases, including straight line rent adjustments and excluding lease value amortization, and further adjusted for tenant concessions, including free rent and amounts reimbursed to tenants,

plus estimated recurring expense reimbursements from tenants pursuant to existing leases.(3) Parent company, Tyson Foods, is investment grade rated..(4) Includes certain Hawaii lands which are leased by investment grade rated tenants.

(5) Excludes certain Hawaii lands which are leased by investment grade rated tenants and included in the investment grade rated tenant credit category.

Overall Tenant Credit Quality(2)

Investment grade rated(4)

Leased Hawaii lands(5)

Non-investment grade/unrated

Top 10 Tenants

(3)

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2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025+0%

25%

50%

Minimal annual lease expirations until 2022.

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Average Lease Term: 10.4 Years(1)

Less than 15% of leases expire prior to 2022.

Expiring revenue(1) $5.4 $8.9 $7.1 $14.6 $8.8 $7.1 $7.4 $47.0 $41.8 $68.6 $206.6

(1) Based on annualized rental revenue and calculated as the annualized contractual rents, as of June 30, 2015, from tenants pursuant to existing leases, including straight line rent adjustments and excluding lease value amortization, and further adjusted for tenant concessions, including free rent and amounts reimbursed to tenants, plus estimated recurring expense reimbursements from tenants pursuant to existing leases.

1.3% 2.1% 1.7%3.4%

2.1% 1.7% 1.7%

11.1%9.9%

16.2%

48.8%

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PORTFOLIO

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SIR’s high-quality U.S. mainland portfolio.

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Amazon.com Distribution Centers in SC, TN & VAApprox. Square Feet: 3,048,000

Hillshire Brands Corporate Headquarters Approx. Square Feet: 248,000Chicago, IL

Orbital ATK Corporate HeadquartersApprox. Square Feet: 337,000

Sterling, VA

(1) Simple average as of June 30, 2015(2) Percentage of investment grade tenants based on annualized rental revenue and calculated as the annualized contractual rents, as of June 30, 2015, from tenants pursuant to existing leases, including straight line rent

adjustments and excluding lease value amortization, and further adjusted for tenant concessions, including free rent and amounts reimbursed to tenants, plus estimated recurring expense reimbursements from tenants pursuant to existing leases. Amounts are preliminary and subject to change.

MeadWestvaco Corporate HeadquartersApprox. Square Feet: 311,000

Richmond, VAMainland Portfolio Metrics

Property count 105

Square feet 26.1 million

Locations 34 U.S. States

Occupancy 100%

Average building age(1) 11

% Investment grade tenants(2) 47.9%

% of SIR’s 2Q15 NOI 80.1%

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Targeting:

• Single tenant office and industrial properties that are strategic to tenants, such as: Corporate headquarters, Build-to-suit facilities, Strategic distribution hubs, and Other buildings in which tenants have invested a significant

amount of their own capital.

• Net lease structures in which tenants are financially responsible for all – or virtually all – operating expenses.

• Fully occupied properties with avg. remaining lease terms in excess of 10 yrs. for industrial and 7 yrs. for office.

Track Record:

• Excluding CCIT, SIR has acquired 31 buildings covering 6.4 million sq. ft. at a weighted average cap rate of 8.8% and with a weighted average remaining lease term of more than 12 years since its IPO.

SIR’s mainland strategy: Drive growth by acquiring strategic net leased office and industrial properties.

Net-A-Porter U.S. Headquarters & Distribution Ctr.Square Feet: 167,000Mahwah, NJ

Merkle Inc. HeadquartersSquare Feet: 120,000Columbia, MD

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· With 17.8 million sq. ft. of lands in Oahu, SIR is Hawaii’s largest industrial land owner. 17.2 million sq. ft. of SIR’s land has been subdivided into

smaller lots and leased to more than 160 tenants. 13 buildings containing 0.6 million sq. ft. of space are

leased to more than 60 tenants.

· More than 80% of SIR’s Hawaii revenue and NOI is generated from the former Damon Estate, which is ideally situated between the seaport, the airport and Honolulu’s CBD.

· SIR’s lands are primarily long term leased to tenants who have built and maintain the improvements on the land. Many tenants have subordinated leasehold mortgages on their buildings, meaning SIR could recover the value of improvements upon default.

SIR’s unique and diversified Hawaiian portfolio.

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Portion of the Former Damon EstateApproximate Square Feet: 9,600,000

Honolulu, HI

OAHU

Former Campbell Estate Properties

Former Damon Estate Properties

Honolulu Intl. Airport

Honolulu CBD

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· SIR has generated an average rent increase of more than 40% from rent resets in Hawaii since the company’s IPO in 2012.

· SIR has generated an average rent increase of more than 20% from new and renewal leases in Hawaii since the company’s IPO in 2012.

· Approximately 5% of SIR’s Hawaiian lands were vacant as of 6/30/15, providing further growth potential.

Hawaii strategy: Drive organic growth through rent resets, lease renewals and lease ups.

2833 Pa'a Street Honolulu, HI

(1) Open from prior periods and future figures based on annualized rental revenue, which is the annualized contractual rents, as of June 30, 2015, from tenants pursuant to existing leases, including straight line rent adjustments and estimated recurring expense reimbursements, and further adjusted for tenant concessions, including free rent and amounts reimbursed to tenants, excluding lease value amortization.

We believe our tenant diversity and the scarcity and rapid appreciation of Oahu’s industrial zoned lands will continue to create secure and growing rental income for SIR.

Historical Rent Resets

($ in 000's)

Annualized Rental Revenue Before Reset(1)

Annualized Rental Revenue

After Reset Average %

Change

2012 2,538 3,907 53.9%

2013 5,376 7,925 47.4%

2014 7,421 10,435 40.6%

2015 (through 6/30/15) 4,403 5,510 25.1%

Total $ 19,738 $ 27,777 40.7%

Open from prior periods $ 236

Rest of 2015 --

2016 --

2017 2,843

2018 and thereafter 29,639

Total $ 32,718

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FINANCIALS

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Key financial data.

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($ and shares in 000’s, except per share data)

(1) In the second quarter of 2015, we issued 880 of our common shares in connection with our acquisition of Reit Management & Research Inc., or RMR Inc., shares and in the first quarter of 2015, we issued 28,439 of our common shares in connection with our acquisition of CCIT.

(2) Represents weighted average common shares outstanding adjusted to include unvested common shares issued under our equity compensation plan and contingently issuable common shares issued under our business management agreement with RMR LLC, if any, if the effect is dilutive.

(3) The amounts stated reflect normal dividend rates per share, excluding prorated dividends related to the CCIT merger affecting the three month periods ended March 31, 2015 and June 30, 2015. (4) See Exhibit C in SIR’s 2Q15 Supplemental for the calculation of FFO and Normalized FFO and a reconciliation of net income attributed to SIR determined in accordance with GAAP to those amounts.(5) See Exhibit A in SIR’s 2Q15 Supplemental for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP.(6) Gross book value of real estate assets is real estate properties at cost, plus certain acquisition costs, if any, before depreciation and purchase price allocations, less impairment writedowns, if any.

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Key financial data, continued.

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($ in 000’s, except per share data)

(1) See Exhibit A in SIR’s 2Q15 Supplemental for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP. (2) NOI margin is defined as NOI as a percentage of total revenues. See Exhibit A in SIR’s 2Q15 Supplemental for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP.(3) See Exhibit B in SIR’s 2Q15 Supplemental for the calculation of Adjusted EBITDA and a reconciliation of net income determined in accordance with GAAP to that amount. Annualized Adjusted EBITDA for the period ended March 31, 2015

includes Adjusted EBITDA from CCIT properties acquired on January 29, 2015 as if those properties were acquired on January 1, 2015.(4) Excludes an 11% noncontrolling interest in one property acquired from CCIT.(5) See Exhibit C in SIR’s 2Q15 Supplemental for the calculation of FFO and Normalized FFO and a reconciliation of net income attributed to SIR determined in accordance with GAAP to those amounts. (6) The amounts stated reflect the amounts paid during the period. Amounts paid for the period January 1, 2015 through January 28, 2015, the day before the closing of the CCIT merger, are excluded from amounts presented for the period

ended March 31, 2015 and included in amounts presented for the period ended June 30, 2015.

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3% 8%

33%

6%

50%

Unsecured revolving credit facility Unsecured term loan

Unsecured senior notes Mortgage Debt

Equity

Debt Summary.

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Book Capitalization as of 6/30/2015

($ in 000’s)

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Select Income REIT 19Confidential

Increasing dividend and strong yield.

(1) Reflects quarterly distribution rate as of the end of the quarter.(2) Source: SNL. As of close of market on August 7, 2015. Net lease peers include CSG, EPR, GPT, LXP, NNN, O, SRC, STAG and WPC.

3Q124Q12

1Q132Q13

3Q134Q13

1Q142Q14

3Q144Q14

1Q152Q15

$0.35

$0.40

$0.45

$0.50

Quarterly Distribution Rate Per Share(1) Dividend Yield(2)

Net Lease Peer Avg.

SIR0%

4%

8%

12%

6.7%

10.9%

Five dividend raises since IPO for an aggregate increase of 25%

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Select Income REITInvestor Presentation - September 2015

Compass Group (LON: CPG) U.S. HeadquartersSquare Feet: 284,000Charlotte, NC