Material Change Report Tuesday, December 18th, 2012

Name and Address of Company
Pizza Pizza Royalty Income Fund (the “Fund”)
500 Kipling Avenue
Toronto, ON, M8Z 5E5

Date of Material Change
December 18, 2012

News Release
A news release was issued through Marketwire on December 18, 2012 and is attached
to this report.

Summary of Material Change
The Fund announced that, effective December 31, 2012, the Fund will complete its
conversion from an income trust to a dividend-paying corporation (the “Conversion”)
in accordance with a final order issued by the Ontario Superior Court of Justice on
June 4, 2012.

Full Description of Material Change
The Conversion was approved by voting unitholders of the Fund at the annual and
special meeting of unitholders of the Fund held on May 30, 2012 and will be
completed pursuant to a plan of arrangement under Section 182 of the Business
Corporations Act (Ontario).

Details of the Conversion
In connection with the Conversion, unitholders of the Fund will receive one common
share of Pizza Pizza Royalty Corp. for every trust unit of the Fund held on December
31, 2012.

Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.

Omitted Information
No significant facts in this report remain confidential, and no information has been
omitted from this report.

Executive Officer
For further information please contact: Curtis Feltner, Chief Financial Officer of Pizza
Pizza GP Inc. at 416.967.1010 ext 307.

Date of Report
December 28, 2012