Spartan Delta Corp. — Proxy Solicitation & Information Statement 2020

Apr 7, 2020

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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 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 14, 2020 at 8:00 a.m. (Eastern Time) WHERE: Chartwell’s Head Office, 7070 Derrycrest Drive, Mississauga, Ontario

Chartwell is holding the Meeting in person, rather than as a virtual online meeting, only because its declaration of trust does not currently permit meetings of Unitholders to be held electronically. In light of public health restrictions to reduce the spread of Coronavirus (COVID-19), we strongly encourage Unitholders to vote by completing and submitting the enclosed form of proxy or voting instruction form, rather than attending in person. Attendance in person at the Meeting will be limited to the maximum permitted under applicable laws restricting large gatherings. In order to permit Unitholders and proxyholders to listen to the Meeting in real time, without having to attend in person, a conference call of the Meeting will be available and will also be able to be heard over the internet through Chartwell’s website at www.chartwell.com. The dial-in details will be posted on Chartwell’s website at least five days prior to the Meeting.

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:

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, 2019 and the report of the auditors thereon.

Election of Trustees and Directors - 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.

See “Additional Information”

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 Chartwell Trustees to fix the remuneration of the auditors.

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

Deferred Unit Plan – consider and, if thought advisable, to pass a resolution to ratify certain amendments to Chartwell’s Deferred Unit Plan.

See “Matters to be Acted Upon at the Meeting – 3. Deferred Unit Plan”

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• 2 -

Declaration of Trust – consider and, if thought, advisable, to pass a resolution to ratify certain amendments and to authorize certain other amendments to Chartwell’s Declaration of Trust.

See “Matters to be Acted Upon at the Meeting – 4. Amendments to the Declaration of Trust”

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 – 5. 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 Holders and Special Voting Unitholders may request paper copies of the Meeting Materials be sent to them by calling 1-855-887-2243 . A paper copy will be sent to you within three (3) business days of Chartwell receiving 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 7, 2020. 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.

VOTING

Registered Holders and Special Voting 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 8:00 a.m. (Eastern Time) on May 13, 2020 and, if the Meeting is postponed or adjourned, no later than 24 hours prior to the commencement of any postponement or adjournment thereof:

FACSIMILE: 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, 8[th] 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

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