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Chartwell Retirement Residences Proxy Solicitation & Information Statement 2025

Apr 1, 2025

45334_rns_2025-04-01_2c28e7ef-4a7c-4aee-aa3a-46e285be7676.pdf

Proxy Solicitation & Information Statement

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CHARTwell

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: Wednesday, May 7, 2025 at 4:30 p.m. (Eastern Time)

WHERE: 7070 Derrycrest Drive, Mississauga, ON L5W 0G5, and via live audio webcast online at https://meetnow.global/MAWL9QX

The Meeting will be held both in person as well as 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 must also appoint themselves as proxyholder in order to attend and vote at the Meeting and non-registered Unitholders who have not done so may still virtually attend the Meeting as guests. Guests will be able to virtually attend, listen and ask questions at the Meeting but will not be able to vote on the resolutions during the formal part of the Meeting. Detailed instructions with respect to the appointment of proxyholders and accessing the Meeting are set out on pages 4 to 8 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

Financial Statements - receive the financial statements of Chartwell for the fiscal period ended December 31, 2024 and the report of the auditors thereon.

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").

Appointment of Auditors - reappoint the auditors of Chartwell and to authorize the Directors to fix the remuneration of the auditors.

Section of Information Circular

See "Additional Information"

See "Matters to be Acted Upon at the Meeting – 1. Election of Chartwell Trustees and Directors"

See "Matters to be Acted Upon at the Meeting – 2. Reappointment of KMPG LLP as Auditor"


  • 2 -
    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 Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.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 (North America) and direct at 1-303-562-9305 (Non North America) 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 toll free 1-844-916-0609 (North America) or direct at 1-303-562-9305 (Non North America). 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 and the Meeting, you should make your request before 5:00 p.m. (Eastern Time) on April 25, 2025. You may also make a request for a paper copy on or after the meeting for up to one year from the date the proxy materials are filed on SEDAR+, which will be sent to you free of charge within ten (10) calendar days after Chartwell receives 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 and Registered Unitholders with questions about notice and access can call toll free at 1-844-916-0609 (North America) or direct at 1-303-562-9305 (Non North America).

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 6, 2025 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