Dedicated to opportunistically acquiring and re-invigorating well-located retail properties that generate attractive risk-adjusted returns

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1 NASDAQ: WHLR December 2014

2 SAFE HARBOR Wheeler Real Estate Investment Trust, Inc. (the Company ) considers portions of the information in this presentation to be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company's expectation for future periods. Although the Company believes that the expectations reflected in such forward looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward looking statements. There are a number of important factors that could cause results to differ materially from those indicated by such forward looking statements, including, among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area; competition from other available space; dependence on rental income from real property; the loss of, significant downsizing of or bankruptcy of a major tenant; constructing properties or expansions that produce a desired yield on investment; the Company s ability to renew or enter into new leases at favorable rates; to buy or sell assets on commercially reasonable terms; to complete acquisitions or dispositions of assets under contract, to secure equity or debt financing on commercially acceptable terms or at all; to enter into definitive agreements with regard to financing and joint venture arrangements or the Company s failure to satisfy conditions to the completion of these arrangements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward looking statements, please refer to Risk Factors listed in the Company s most annual report filed with the SEC and available for review at Readers are cautioned that forward looking statements are not guarantees of future performance, and should not place undue reliance on them. In formulating the forward looking statements contained in this presentation, it has been assumed that business and economic conditions affecting Wheeler will continue substantially in the ordinary course. These assumptions, although considered reasonable at the time of preparation, may prove to be incorrect. 2

3 SNAPSHOT Wheeler Real Estate Investment Trust Exchange: Nasdaq Headquartered in Virginia Beach, VA Regional office in Charleston, SC Ticker: As of December 2, 2014 Market Cap: WHLR $31.3 million Specializes in owning, acquiring, financing, developing, renovating, leasing and managing income producing retail focused assets. Stock Price: $ Week Trading Range: $3.75-$5.16 Common Stock Outstanding: 7.4 million Annualized Dividend: $0.42 Dividend Yield: 9.6% Portfolio: 36 properties Dedicated to opportunistically acquiring and re-invigorating well-located retail properties that generate attractive risk-adjusted returns 3

4 INVESTMENT HIGHLIGHTS Strategic focus on retail properties located in secondary and tertiary markets Grocery-anchored Service-oriented ( Day Trippers ) Attractive niche market opportunity with considerable room for upside Expiring CMBS debt maturities Shift by larger REITs to core markets Generational family shifts You can t get your nails done online, Jon Wheeler, Chairman and CEO of Wheeler Real Estate Investment Trust. Knowledgeable management team with experience acquiring / managing / developing properties through multiple interest rate cycles Averaging 50% to replacement cost per acquisition Regular monthly dividends with a current annual distribution of $0.42 per share ($0.035 per month) Attractive current yield (9.6%*) comparable to other retail REITS Proven growth capability with a strategic focus on long-term sustainability In 2013, acquired 12 additional properties and increased gross leasable area by 824,222 square feet. As of December 2, 2014, the Company has acquired or has contracts to acquire 8 properties and 5 development properties increasing Wheeler s GLA by 622,792 square feet for the year to date. * as of 12/02/2014 4

5 Company Background

6 WHAT LED TO WHLR - WHEELER INTERESTS In 1999, Jon Wheeler founded Wheeler Interests, a company focused on the acquisition, renovation, leasing and management of commercial shopping center properties. Acquired over 60 shopping centers and completed the sale of 11 assets Average quarterly internal rate of return approximately 28% Wheeler Interests believed additional capital would enable the Company to acquire properties at substantial discounts to replacement cost. Jon Wheeler and his associates at Wheeler Interests formed Wheeler Real Estate Investment Trust, Inc. (WHLR) and in November 2012, WHLR completed its IPO: Eight existing properties from Wheeler Interests rolled into Trust 3.0 million shares issued, with an initial price of $5.25 per share WHEELER INTERESTS CASE STUDY: PERIMETER SQUARE Tulsa, OK Shopping center purchased in 2006 Improvements made included parking lot overlay and restriping, installation of a new roof system; façade renovations and new paint throughout Property purchased with a 2011 Projected Gross Revenue of $593, Actual Gross Revenue of $878,829 Monthly dividend at an initial annual distribution of $0.42 per share Represented an 8% yield based on IPO price 6

7 SEASONED, ACCOMPLISHED & REPUTABLE MANAGEMENT TEAM WHLR s executive officers, together with the management teams of its service companies, have over 150 years of combined experience in the real estate industry. Jon S. Wheeler, Chairman and CEO WHLR s Chairman and Chief Executive Officer, Jon S. Wheeler, has over 32 years of experience in the real estate industry. Mr. Wheeler also has served as the President & CEO of Wheeler Interests, a real estate acquisition, development, management and leasing firm. Mr. Wheeler has overseen the acquisition of over 60 properties with Wheeler Interests, which has become one of the fastest growing real estate investment and operating firms in the Mid- Atlantic, Southeast and Southwest regions. Steven M. Belote, Chief Financial Officer Since August 2011, Steven M. Belote has served as WHLR s Chief Financial Officer. Prior to joining WHLR, Mr. Belote worked at Shore Bank, as their CFO, playing a significant role in taking the bank public in He also served as CFO for the bank s publicly-traded holding company, Shore Financial Corporation. Mr. Belote s previous experience also includes having worked for seven years at BDO Seidman, LLP; a large international public accounting and consulting firm, located in Washington, D.C. 7

8 Gross Leasable Area GROWTH STORY Square Footage 2,500,000 2,000,000 1,500,000 1,000, ,000 As of 12/2/2014, Wheeler owns or has under contact 36 properties and a total GLA of Completes IPO, begins trading on NASDAQ 1,917,364 square feet. companies 36 Completes a $4.5 million private placement transaction Closes secondary offering, $11.9 million raised 12 Completes a $10 million offering and sale of convertible and nonconvertible 9% senior notes and warrants (First part of a two tranche private placement transaction) 15 Addition of Wheeler Development Completes offering and sale of Series B Preferred Stock and warrants for net proceeds of $18.7 million 23 Raised an additional $2.2 million of 9% non-convertible senior notes and warrants to purchase shares of Wheeler common stock. Second Tranche of Financing. (Completed initial portion Dec. 2013). Completes transition to an internally-managed REIT with the acquisition of operating 32 Completes follow-on offering and sale of Series B Preferred Stock and warrants for gross proceeds of $20.5 million Opens regional office in Charleston, South Carolina Signs non-binding joint venture agreement with Lightbridge Number of Properties 5 Secures $25 million guidance line of credit facility with KeyBank National Association /30/12 12/31/12 03/31/13 06/30/13 09/30/13 12/31/13 03/31/14 06/30/14 09/30/14 12/31/14 0 8

9 Millions QUARTERLY GROWTH $4.5 $4.17 $4.0 $3.5 $3.48 $3.66 $3.63 $3.0 $2.74 $2.74 $2.72 $3.01 $2.5 $2.0 $1.5 $1.62 $1.63 $1.32 $1.34 $1.98 $1.59 $1.0 $0.93 $0.74 $0.5 $0.0 Q Q Q Q Q Q Q Q Total Revenue Property NOI * as of 9/30/2014 9

10 Portfolio / Pipeline Necessity Retail

11 PROPERTY OVERVIEW (as of 12/2/2014) Geographically diverse with properties located in Virginia, North Carolina, South Carolina, Oklahoma, Georgia, Tennessee, Florida, New Jersey, and Kentucky WHLR s 36 properties, owned or under contract, are primarily found in secondary and tertiary markets that exhibit stable demographics and have historically exhibited favorable trends, such as strong population and income growth. Majority of properties leased by nationally and regionally recognized retailers of consumer goods (Food Lion / CVS / TJ Maxx), which are less impacted by fluctuations in the economy. 11

12 CURRENT PORTFOLIO OVERVIEW (as of 12/02/14) 1,917,364 square feet of gross leasable area; 36 locations in 9 states Approximately 263 tenants with approximately 60% leased through 2016 or beyond Top 10 tenants under 36% of total annualized rent Occupancy level by square feet was approximately 95.8% Geographic Breakdown Tenants (as of 10/14/2014) Existing Properties GLA % of Total GLA (Weighted Average ) Food Lion 191, % Bi-Lo Kroger Reasor's Foods Associated Wholesale Grocers Hobby Lobby Family Dollar Food Depot Winn Dixie Citi Trends 122, % 84, % 81, % 75, % 58, % 48, % 46, % 45, % 36, % Total 791, % *Total GLA is 1,917,364 sq ft * 12

13 SOUTHEAST / SOUTHWEST MARKET GROWTH Target markets in the Mid-Atlantic, Southeast and Southwest Focused on areas exhibiting attractive economic fundamentals and have favorable supply-demand characteristics 2010 U.S. Census Population Change Map 13

14 MARKET OPPORTUNITY CMBS SNAPSHOT As of September 30, 2014, the nation has $69.2 billion in CMBS maturing within the next twelve months of which $10.9 billion are delinquent. The Southeast region (Florida, Virginia, Georgia and North Carolina) is the second largest region with delinquent commercial real estate loans. Alabama and Tennessee have the least amount of healthy loans of their region (68% delinquent). Wheeler has properties in Florida, Kentucky, South Carolina, Oklahoma, Tennessee, Georgia, North Carolina, Virginia, and New Jersey and has a significant opportunity in locations where the Company already has a presence and throughout the nation. Regional Snapshot of Delinquent CRE Loans (maturing within the next 12 months) Pacific $890M Mountain $622M Midwest $1.9B Northeast $2.7B Southwest $1.2B Southeast $2.1B *Wheeler has locations in outlined states Source: Trepp, Inc. 14

15 ACQUISITION PROFILE - CRITERIA Focus on secondary and tertiary markets 50,000 to 300,000 square-foot property types that focus on consumer goods Properties with favorable, existing leases Shoppes at TJ Maxx Target properties with anchor tenants that offer consumer goods, less likely to be impacted by fluctuations in the economy As a long-term strategy, acquire properties with shorter-term leases for in-line tenants, which can then be renewed at higher market rates Lumber River Village 15

16 DEVELOPMENT SEGMENT Founded in 2006 Has developed nine properties in four states of which seven are currently owned by the REIT Specializes in ground up development, redevelopment of mature centers, phase two developments for existing centers and build to suit projects for select tenants. The Shoppes at Eagle Harbor Developed by Wheeler Development in 2009 Rolled into the REIT January 2014 The Company can seek new potential opportunities while simultaneously leveraging the benefit of owning a taxable REIT subsidiary that allows the Company to provide ground-up development for WHLR as well as development and redevelopment services to current WHLR tenants or potentially third parties. Expects to utilize expertise to cost-effectively establish and grow development subsidiary. Since acquiring Wheeler Development, the Company has purchased four retail-focused development properties for a combined value of $6.6 million Edenton Commons in Edenton, North Carolina; Tull s Creek in Moyock, North Carolina; Courtland Commons in Courtland, Virginia ; and Harbor Pointe in Grove, Oklahoma Broad pipeline of locations targeted to develop into retail-focused properties located in secondary and tertiary markets. 16

17 ACCOMPLISHES LONG-TERM GOAL In October 2014, Wheeler completed its transition to an internally-managed REIT through the acquisition of operating companies; Wheeler Interests, LLC, Wheeler Real Estate, LLC and WHLR Management, LLC Completed transition without capital investment Company expects impact from the increase in operating costs to be fully offset by the savings recognized from these services being internalized. Concurrent with the transaction, Wheeler has development, re-development, acquisition, leasing and property management services all in house. Wheeler Real Estate Investment Trust, Inc. Wheeler Interests Wheeler Real Estate Wheeler Development WHLR Management 17

18 Occupancy Rate (as of 9/30/2014) PEER COMPARISON 96.0% 9.6% Retail REITS 95.6% 10.0% 9.0% 94.0% 92.0% 90.0% 88.0% 86.0% 95.2% 7.7% 86.0% 91.6% 90.8% 5.3% 4.6% 94.4% 3.6% 93.1% 2.9% 2.6% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% Annual Dividend Yield* 84.0% *as of 12/02/2014 Wheeler Whitestone Excel Urstadt Biddle Occupancy Rate Annual Yield Equity One Cedar Federal Realty 0.0% 18

19 Outstanding Debt (in millions) DEBT / MATURITY PROFILE* WHLR maintains a healthy debt profile with maturities through 2019 Strong lending relationships with nationally recognized banks; strong capital position expected to significantly improve bargaining power Weighted average interest rate of 5.18% $70 WHLR s Debt Profile (as of 9/30/2014*) Total Outstanding Debt: $129.8* million $66.2 $60 $50 $40 $30 $29.3 $20 $10 $7.6 $5.3 $2.6 $8.9 $ Thereafter Periods Ending September 30 th 19

20 INVESTMENT CONSIDERATIONS Regular monthly dividends at an anticipated annual distribution rate of $0.42 per share Attractive yield compared to retail REITS (9.6%*) Industry leading occupancy rates Strategic focus on retail properties located in secondary and tertiary markets Diversified geography and tenant base mitigates risk Monarch Bank Niche market opportunity with considerable room for upside Knowledgeable management team with experience acquiring / managing through multiple interest rate cycles Long-term strategy for balancing growth with sustainable returns * as of 12/02/14 20

21 Think Retail. Think Wheeler. NASDAQ: WHLR 21

22 Appendix: Valuation / Financials /Portfolio Details

23 PROPERTY OVERVIEW (as of 12/02/2014) Property Location Number of Tenants Square Feet Total SF Leased Percentage Leased Annualized Base Rent Annualized Base Rent per Leased Square Foot Amscot Building Tampa, FL 1 2,500 2, % $ 100,738 $ Bixby Commons Bixby, OK 1 75,000 75, % 768, Bryan Station Lexington, KY 9 54,397 54, % 551, Clover Plaza Clover, SC 10 45,575 45, % 349, Crockett Square Morristown, TN 4 107, , % 871, Cypress Shopping Center Boiling Springs, SC 13 80,435 73, % 755, Forrest Gallery Tullahoma, TN , , % 1,172, Freeway Junction Stockbridge, GA , , % 1,006, Graystone Crossing Tega Cay, SC 11 21,997 21, % 502, Harps at Harbor Point Grove, OK 1 31,500 31, % 364, Harrodsburg Marketplace Harrodsburg, KY 8 60,048 58, % 438, Jenks Plaza Jenks, OK 5 7,800 7, % 142, Jenks Reasors Jenks, OK 1 81,000 81, % 912, LaGrange Marketplace LaGrange, GA 13 76,594 71, % 369, Lumber River Village Lumberton, NC 12 66,781 66, % 498, Monarch Bank Virginia Beach, VA 1 3,620 3, % 243, Perimeter Square Tulsa, OK 8 58,277 55, % 676, Port Crossing Harrisonburg, VA 8 65,365 60, % 776, Riversedge North Virginia Beach, VA 1 10,550 10, % 294, Shoppes at TJ Maxx Richmond, VA 17 93,552 92, % 1,070, South Square Lancaster, SC 5 44,350 39, % 316, Starbucks/Verizon Virginia Beach, VA 2 5,600 5, % 185, St. George Plaza St. George, SC 6 59,279 50, % 353, Surrey Plaza Hawkinsville, GA 5 42,680 42, % 354, Tampa Festival Tampa, FL , , % 1,218, The Shoppes at Eagle Harbor Carrollton, VA 7 23,303 23, % 475, Twin City Commons Batesburg-Leesville, SC 5 47,680 47, % 449, Walnut Hill Plaza Petersburg, VA 12 89,907 78, % 631, Waterway Plaza Little River, SC 9 49,750 48, % 429, Westland Square West Columbia, SC 7 62,735 53, % 431, Winslow Plaza Sicklerville, NJ 16 40,695 38, % 559, Total Portfolio 263 1,917,364 1,837, % $ 17,272,783 $

24 PEER VALUATION* WHLR will continue a monthly dividend at an anticipated annual distribution of $0.42 per share % Leased Annual Enterprise REIT Name Symbol (as of 9/30/14) Last Price Dividend Market Cap Value Yield Wheeler Real Estate Investment Trust WHLR 95.2% $4.22 $0.42 $31.3M $141.5M 9.6% Whitestone REIT WSR 86.0% $14.82 $1.14 $338.8M $635.0M 7.7% Excel Trust, Inc. EXL 90.8% $13.14 $0.70 $801.2M $1.4B 5.3% Inland Real Estate Corp. IRC 96.0% $10.79 $0.57 $1.1B $1.9B 5.3% Urstadt Biddle Properties Inc. UBA 91.6% $22.36 $1.01 $695.2M $964.0M 4.6% Washington Real Estate Investment Trust WRE 90.7% $27.42 $1.20 $1.8B $3.0B 4.5% Ramco-Gershenson Properties Trust RPT 94.8% $18.10 $0.80 $1.4B $2.3B 4.5% Retail Properties of America, Inc. RPAI 95.0% $16.25 $0.66 $3.8B $6.1B 4.1% Retail Opportunity Investments Corp. ROIC 97.4% $16.72 $0.64 $1.5B $2.2B 3.9% Kimco Realty Corporation KIM 95.0% $25.55 $0.96 $10.5B $14.5B 3.8% Weingarten Realty Investors WRI 94.9% $35.40 $1.30 $4.3B $6.4B 3.6% Equity One Inc. EQY 94.4% $24.47 $0.88 $3.0B $4.3B 3.6% Regency Centers Corporation REG 95.2% $61.88 $1.88 $5.8B $7.9B 3.1% Saul Centers Inc. BFS 94.8% $54.64 $1.60 $1.1B $2.1B 2.9% Acadia Realty Trust AKR 97.0% $31.68 $0.96 $2.0B $3.1B 3.0% Cedar Realty Trust, Inc. CDR 93.1% $6.92 $0.20 $525.0M $1.3B 2.9% Federal Realty Investment Trust FRT 95.6% $ $3.48 $9.0B $11.3B 2.6% SL Green Realty Corp. SLG 91.7% $ $2.00 $11.4B $19.6B 1.7% Total Average 93.8% 4.3% SOURCE: Capital IQ *as of 12/2/14 24

25 CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, REVENUE: Rental revenues $ 3,448,406 $ 1,806,118 $ 9,396,506 $ 4,624,612 Other revenues 719, ,334 2,069, ,736 Total Revenue 4,167,830 1,976,452 11,465,676 5,223,348 OPERATING EXPENSES: Property operations 1,155, ,276 2,987, ,846 Depreciation and amortization 2,205, ,213 5,726,790 2,204,899 Provision for credit losses 46,774 32,017 18,742 69,920 Corporate general & administrative 3,041,064 2,609,726 5,258,931 4,766,293 Total Operating Expenses 6,448,748 3,897,232 13,992,348 8,009,958 Operating Loss (2,280,918) (1,920,780) (2,526,672) (2,786,610) Interest expense (1,720,835) (592,231) (4,626,410) (1,587,946) Net Loss (4,001,753) (2,513,011) (7,153,082) (4,374,556) Less: Net loss attributable to noncontrolling interests (487,284) (793,360) (655,987) (950,264) Net Loss Attributable to Wheeler REIT (3,514,469) (1,719,651) (6,497,095) (3,424,292) Preferred stock dividends (1,088,062) (79,049) (1,552,320) (101,549) Net Loss Attributable to Wheeler REIT Common Shareholders $ (4,602,531) $ (1,798,700) $ (8,049,415) $ (3,525,841) Loss per share: Basic and Diluted $ (0.62) $ (0.38) $ (1.10) $ (0.93) Weighted-average number of shares: Basic and Diluted 7,430,413 4,715,382 7,316,147 3,777,974 25

26 BALANCE SHEET SUMMARY September 30, 2014 December 31, 2013 (unaudited) ASSETS: Investment properties, net $ 137,541,065 $ 101,772,335 Cash and cash equivalents 19,863,214 1,155,083 Rents and other tenant receivables, net 1,801,542 1,594,864 Deferred costs and other assets, net 29,057,575 20,847,984 Total Assets $ 188,263,396 $ 125,370,266 LIABILITIES: Loans payable $ 129,792,557 $ 94,562,503 Below market lease intangible, net 323,538 2,674,566 Accounts payable, accrued expenses and other liabilities 5,316,268 2,526,388 Total Liabilities 135,432,363 99,763,457 Commitments and contingencies EQUITY: Series A preferred stock (no par value, 4,500 shares authorized, 1,809 and no shares issued and outstanding, respectively) 1,458,050 1,458,050 Series B preferred stock (no par value, 1,000,000 shares authorized, 1,648,900 and no shares issued and outstanding, respectively) 37,427,213 Common stock ($0.01 par value, 75,000,000 shares authorized, 7,439,531 and 7,121,000 shares issued and outstanding, respectively) 74,396 71,210 Additional paid-in capital 28,058,066 28,169,693 Accumulated deficit (21,657,039) (11,298,253) Total Shareholders Equity 45,360,686 18,400,700 Noncontrolling interests 7,470,347 7,206,109 Total Equity 52,831,033 25,606,809 Total Liabilities and Equity $ 188,263,396 $ 125,370,266 26

27 FFO and CORE FFO Three Months Ended September 30, Nine Months Ended September 30, Total FFO $ (1,796,509) $ (1,640,798) $ (1,426,292) $ (2,169,657) Preferred stock dividends (1,088,062) (79,049) (1,552,320) (101,549) Total FFO available to common shareholders and common unitholders (2,884,571) (1,719,847) (2,978,612) (2,271,206) Legal and accounting costs for acquisitions 1,505,000 1,328,000 1,905,000 2,041,000 Share-based compensation 45, ,000 - Harp s and Perimeter accruals - 856,000-1,123,000 Other noncash adjustments 184, , ,200 (320,540) Total Core FFO $ (1,150,215) $ 115,711 $ (470,412) $ 572,254 Weighted Average Common Shares 7,430,413 4,715,382 7,316,147 3,777,974 Weighted Average Common Units 2,029,768 1,858,068 1,967,428 1,858,068 Total Common Shares and Units 9,460,181 6,573,450 9,283,575 5,636,042 FFO per Common Share and Common Unit $ (0.19) $ (0.25) $ (0.15) $ (0.38) Core FFO per Common Share and Common Unit $ (0.12) $ 0.02 $ (0.05) $

28 NASDAQ: WHLR December 2014 For Additional Information Steven Belote Chief Financial Officer At the Company: Robin Hanisch Corporate Secretary Terry Downs Associate Investor Relations Counsel: The Equity Group Inc. Adam Prior Senior Vice President

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