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Chartwell Retirement Residences — Proxy Solicitation & Information Statement 2023
Apr 12, 2023
45334_rns_2023-04-12_38d11943-5356-4e4b-93e4-4a80ad4eb2f8.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL MEETING OF UNITHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting (the “ Meeting ”) of holders of trust units and special voting units (collectively, the “ Unitholders ”) of Chartwell Retirement Residences (“ Chartwell ”) will be held in a virtual format at 4:30 p.m. (Eastern Time) on Thursday, May 18, 2023, via live audio webcast online at https://meetnow.global/MYXRRC9 for the following purposes:
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1) to receive the financial statements of Chartwell for the fiscal period ended December 31, 2022, and the report of the auditors thereon;
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2) to elect trustees of Chartwell (the “ Chartwell Trustees ”); to direct the Chartwell Trustees to cause the election of certain nominees as trustees of CSH Trust; and to direct the Chartwell Trustees to cause the election of certain nominees as directors of Chartwell Master Care Corporation (the “ Directors ”);
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3) to reappoint the auditors of Chartwell and to authorize the Directors to fix the remuneration of the auditors;
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4) to consider and, if thought advisable, to pass an advisory resolution on Chartwell’s approach to executive compensation; and
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5) to transact any such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Chartwell uses “notice and access” delivery to furnish proxy materials to registered and beneficial holders of trust units of Chartwell and holders of special voting units of Chartwell over the internet. This delivery process expedites Unitholders’ receipt of proxy materials and reduces the costs and environmental impact of the Meeting. On or around April 12, 2023, we will arrange to send to our Unitholders as of the Record Date (as defined in the accompanying information circular (the “ Circular ”) a Notice and Access Notification (the “ Notification ”) containing instructions on how to access our proxy materials for the Meeting. The Notification will provide instructions on how to vote online and will include instructions on how to receive a paper copy of the proxy materials by mail.
This notice is accompanied by the Circular and form of proxy, which Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice. Should you have any questions, please feel free to contact our Proxy Solicitation Agent, TMX Solutions Inc. toll-free at 1-800-921-9376, or if outside North America call direct at 201-806-7301 or by email at [email protected].
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 accompanying Circular.
Proxies to be used at the Meeting must be received by Chartwell’s transfer agent, Computershare Trust Company of Canada, Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or by fax at 416-263-9524 (within the Toronto area) or toll-free at 1-866-249-7775 (outside the Toronto area), no later than 4:30 p.m. (Eastern Time) on May 17, 2023 and, if the Meeting is postponed or
2023 Information Circular Chartwell Retirement Residences i
adjourned, no later than 24 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any postponement or adjournment thereof.
Unitholders who wish to appoint and register a proxyholder to attend the Meeting on their behalf must carefully follow the instructions in the accompanying Circular and their form of proxy or voting instruction form, as applicable. Failure to properly register a proxyholder with our transfer agent will result in the proxyholder not receiving an invite code to vote at the Meeting and only being able to attend as a guest.
DATED the 31[st] day of March, 2023.
BY ORDER OF THE TRUSTEES OF CHARTWELL RETIREMENT RESIDENCES
(signed) “HUW THOMAS”
Chair
ii Chartwell Retirement Residences 2023 Information Circular