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Chartwell Retirement Residences — Proxy Solicitation & Information Statement 2025
Apr 1, 2025
45334_rns_2025-04-01_09a18de1-7693-431b-af15-9120365c2e4b.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 both in person at Chartwell's head office at 7070 Derrycrest Drive, Mississauga, Ontario, and also in a virtual format via live audio webcast online at https://meetnow.global/MAWL9QX at 4:30 p.m. (Eastern Time) on Wednesday, May 7, 2025, for the following purposes:
1) to receive the financial statements of Chartwell for the fiscal period ended December 31, 2024, and the report of the auditors thereon;
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");
3) to reappoint the auditors of Chartwell and to authorize the Directors to fix the remuneration of the auditors;
4) to consider and, if thought advisable, to pass an advisory resolution on Chartwell's approach to executive compensation; and
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 1, 2025, we will arrange to send to our Unitholders as of the Record Date (as defined in 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 or voting instructions form, which Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.
The Meeting will be held in person and as well as in a virtual format conducted via live audio webcast. A Unitholder may attend the Meeting in person, virtually or may be represented at the Meeting by proxy. 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 in person or online, 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 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 to 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 virtually are set out on pages 4 to 8 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, 8th Floor, 100 University
2025 Information Circular | Chartwell Retirement Residences
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 6, 2025 and, if the Meeting is postponed or adjourned, no later than 24 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any postponement or adjournment thereof. The deadline for non-registered Unitholders to return their voting instruction forms to their intermediaries will be earlier, and typically not less than 24 hours prior to the proxy deadline described above.
Unitholders who wish to appoint and register a proxyholder to attend the Meeting online on their behalf (including non-registered Unitholders who wish to appoint themselves as proxyholder) 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 virtual Meeting and only being able to attend as a guest.
DATED the 14th day of March, 2025.
BY ORDER OF THE TRUSTEES OF CHARTWELL RETIREMENT RESIDENCES
(signed) "HUW THOMAS"
Chair
Chartwell Retirement Residences | 2025 Information Circular