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Chartwell Retirement Residences — Proxy Solicitation & Information Statement 2023
Apr 12, 2023
45334_rns_2023-04-12_8fea3d89-2ff6-464d-b9cf-3e0b495c711b.pdf
Proxy Solicitation & Information Statement
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NOTICE AND ACCESS NOTIFICATION TO UNITHOLDERS
You are receiving this notification because Chartwell Retirement Residences ("Chartwell") uses the notice and access model for delivery of meeting materials to holders of trust units and special voting units of Chartwell (the "Unitholders"). Under notice and access, Unitholders receive a form of proxy or voting instruction form enabling them to vote at Chartwell's annual meeting (the "Meeting"). However, instead of a paper copy of the Management Information Circular (the "Circular"), Unitholders receive this notice with information on how they may access such materials (the "Meeting Materials") electronically (the "Notification"). The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to Unitholders.
Accompanying this notice is a form of proxy or voting instruction form that you will need to vote by proxy.
MEETING DATE AND LOCATION
WHEN: Thursday, May 18, 2023 at 4:30 p.m. (Eastern Time) WHERE: Via live audio webcast online at https://meetnow.global/MYXRRC9
The Meeting will be held in a virtual format conducted via live audio webcast. Regardless of geographic location, registered Unitholders and duly appointed proxyholders will have an equal opportunity to attend, participate and vote at the Meeting. Registered Unitholders and duly appointed proxyholders may attend the Meeting virtually, submit questions and vote, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Circular. Non-registered Unitholders who have not appointed themselves as proxyholders may also virtually attend the Meeting as guests. Guests will be able to virtually attend and listen to the Meeting but will not be able to vote on the resolutions during the formal part of the Meeting. Detailed instructions on accessing the Meeting are set out on pages 3 to 7 of the Circular.
The Meeting will be held for the following purposes and to transact any such other business as may properly come before the Meeting or any adjournment or postponement thereof:
| BUSINESS TO BE TRANSACTED AND MATTERS TO BE VOTED ON BY UNITHOLDERS |
Section of Information Circular |
|---|---|
| Financial Statements - receive the financial statements of Chartwell for the fiscal period ended December 31, 2022 and the report of the auditors thereon. |
See "Additional Information" |
| Election of Trustees and Directors - elect trustees of Chartwell (the "Chartwell Trustees"); direct the Chartwell Trustees to cause the election of certain nominees as trustees of CSH Trust; and direct the Chartwell Trustees to cause the election of certain nominees as directors of Chartwell Master Care Corporation (the "Directors"). |
See "Matters to be Acted Upon at the Meeting – 1. Election of Chartwell Trustees and Directors" |
| Appointment of Auditors - reappoint the auditors of Chartwell and to authorize the Directors to fix the remuneration of the auditors. |
See "Matters to be Acted Upon at the Meeting – 2. Reappointment of KMPG LLP as Auditor" |
| Say on Pay - consider and, if thought advisable, to pass an advisory resolution on Chartwell's approach to executive compensation. |
See "Matters to be Acted Upon at the Meeting – 3. Advisory Vote on Approach to Executive Compensation" |
UNITHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.
Chartwell has determined that those Unitholders with existing instructions on their account to receive paper materials will receive a paper copy of the Circular with this Notification.
WEBSITES WHERE MEETING MATERIALS ARE POSTED
The Circular provides additional information relating to the matters to be dealt with at the Meeting. In particular, for information concerning the items listed above, please see the section of the Circular entitled "Matters to be Acted Upon at the Meeting". The full text of the proposals can be found in the Circular. The Meeting Materials can be viewed online on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.SEDAR.com or at the following internet address http://materials.proxyvote.com/16141A.
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
Beneficial Unitholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Circular was filed on SEDAR through the internet by going to www.proxyvote.com or by telephone at 1-877-907-7643 and entering the 16-digit control number located on the voting instruction form or notification letter and following the instructions provided. Registered Unitholders may request paper copies of the Meeting Materials be sent to them by calling 1-855-887-2243 toll-free. A paper copy will be sent to you free of charge within three (3) business days after Chartwell receives your request. Therefore, to receive the Meeting Materials prior to the proxy deposit date and time set out below and in the accompanying proxy or voting instruction form, you should make your request before 5:00 p.m. (Eastern Time) on May 11, 2023. For requests on or after the date of the Meeting, a paper copy will be sent to you within ten (10) calendar days after receiving your request. Please note that if you request a paper copy of the Meeting Materials, you will not receive a new form of proxy or voting instruction form.
Beneficial Unitholders with questions about notice and access can call toll free at 1-855-887-2244. Registered Unitholders with questions about notice and access can call toll free at 1-855-887-2243.
VOTING
Registered Unitholders are asked to return their proxies to be used at the Meeting to Chartwell's transfer agent, using the following methods no later than 4:30 p.m. (Eastern Time) on May 17, 2023 and, if the Meeting is postponed or adjourned, no later than 24 hours prior to the commencement of any postponement or adjournment thereof:
- FAX: 416-263-9524 (within the Toronto area) or toll-free at 1-866-249-7775 (outside the Toronto area)
- MAIL: Computershare Trust Company of Canada, Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1
Beneficial Unitholders are asked to return their voting instruction form using one of the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:
INTERNET: www.proxyvote.com
- TELEPHONE: 1-800-474-7493 (ENGLISH) OR 1-800-474-7501 (FRENCH)
- MAIL: Data Processing Centre, P.O. Box 3700, STN INDUSTRIAL PARK, Markham, Ontario L3R 9Z9 Canada