You are invited to the Annual Meeting of Unitholders (the “Meeting”) of CT Real Estate Investment Trust (“CT REIT” or the “REIT”).
Virtual Meeting
The REIT will be hosting the Meeting in a virtual-only format. Unitholders will be able to access the Meeting online or by telephone. To vote and/or submit questions at the Meeting, you will need to access the Meeting online. You may also submit questions in advance of the meeting via email at ctreitagm@ctreit.com.
Who Can Vote
You have the right to vote at our Meeting if you are a holder (“Unitholder”) of CT REIT units or special voting units (collectively, “Units”) as of the close of business on March 13, 2025.
How to Vote
You can vote in advance of the Meeting by proxy or you can vote at the Meeting. You can also authorize another person (a “proxyholder”) to vote at the Meeting on your behalf. Unitholders are encouraged to vote in advance of the Meeting by using your proxy form or voting instruction form.
The manner in which you can vote your Units depends on whether: (i) your Units are held in your name (“Registered Unitholder”); or (ii) your Units are held in the name of an intermediary such as a bank, trust company, securities broker or other intermediary (“Beneficial Unitholder”).
Voting in Advance of the Meeting
Unitholders who do not plan to vote at the Meeting may vote in advance of the Meeting. If you are a Registered Unitholder, complete your proxy form and return it to the REIT’s transfer agent, Computershare Trust Company of Canada (“Computershare”). Proxy forms must be received prior to 5:00 p.m. (Eastern Time) on Friday, May 2, 2025 or, if the Meeting is postponed or adjourned, no later than 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) before the postponed or adjourned meeting convenes (the “Proxy Deadline”). If you are a Beneficial Unitholder, complete your voting instruction form provided by your intermediary and return it in accordance with the instructions contained in the voting instruction form. Voting instruction forms must generally be received by your intermediary at least one business day prior to the Proxy Deadline.
Voting at the Virtual Meeting
If you wish to attend and vote at the Meeting, please review carefully the instructions under the heading Voting Information – How to Vote - Voting at the Virtual Meeting beginning on page 7 of the Circular.
If you are a Registered Unitholder and wish to attend and vote at the Meeting yourself, you do not need to complete your proxy form. You may log into the Meeting online by entering the control number from your proxy form as your username and the password ctreit2025 (case sensitive).
If you are a Beneficial Unitholder and wish to attend and vote at the Meeting yourself, you must complete and submit your voting instruction form appointing yourself as proxyholder and pre-register on the Computershare website (see instruction below under Voting by Proxy). For Beneficial Unitholders, your voting instruction form must generally be received at least one business day prior to the Proxy Deadline. Following completion and submission of your voting instruction form, visit Computershare’s pre-registration website and complete the online registration form before the Proxy Deadline in order to access and vote at the Meeting online. Following completion of these steps, you will receive a special control number from Computershare via email on or about the day prior to the Meeting. You or your proxyholder may then log into the Meeting online by entering the special control number provided by Computershare via email as your username and the password ctreit2025 (case sensitive).
Voting by Proxy
If you are a Unitholder and would like to appoint a proxyholder to vote or withhold from voting your Units in accordance with your directions, please review carefully the instructions below and under the heading Voting Information – How to Vote – Voting by Proxy beginning on page 8 of the Circular.
Step #1: Submit your Proxy Form or Voting Instruction Form
If you are a Beneficial Unitholder and wish to attend and vote at the Meeting yourself, insert your name (as proxyholder) in the space provided on the voting instruction form and complete and submit the form in accordance with the instructions provided by your intermediary. You should not fill in your votes on the voting instruction form as your vote will be taken at the Meeting. If you fill in your votes when submitting your voting instruction form, you will be unable to change those votes at the Meeting.
If you are: (i) a Registered Unitholder and wish to appoint a proxyholder, other than John O’Bryan or Kevin Salsberg (the “REIT Proxyholders”), to attend and vote at the Meeting on your behalf, or (ii) a Beneficial Unitholder and wish to appoint a proxyholder, other than the REIT Proxyholders, to attend and vote at the Meeting on your behalf, you must insert that person’s name and complete and submit the proxy form or voting instruction form, as applicable. If you want your proxyholder to choose how to vote on your behalf, you should not fill in your votes on your proxy form, or voting instruction form, otherwise your proxyholder will be unable to change those votes at the Meeting.
After completing and submitting the proxy form or voting instruction form, as applicable, proceed immediately to step #2 below unless you are appointing the REIT Proxyholders as your proxy. If you are appointing the REIT Proxyholders as your proxy, you must only complete this step #1.
Step #2: Pre-register for the Meeting
Following completion and submission of the proxy form or voting instruction form, proceed to Computershare’s pre-registration website and complete the online registration form.
Under Appointer Information, enter your name, email address and account number. Your proxy form or voting instruction form will contain your account number. Under Appointee Information, enter your name and email address unless you have appointed another proxyholder (who is not a REIT Proxyholder) to vote at the Meeting on your behalf, in which case enter that person’s name and email address.
Following completion of this form, you or your proxyholder, as the case may be, will receive a special control number from Computershare via email on or about the day prior to the Meeting. Without this special control number, Beneficial Unitholders and proxyholders will not be able to vote and/or submit questions at the Meeting. This special control number is different from the control number on your proxy form or voting instruction form. Both steps #1 and #2 must be completed before the Proxy Deadline to log into the Meeting online and vote.
Accessing the Virtual Meeting
To access the Meeting online or by telephone, please carefully review the following instructions.
Online
Unitholders, proxyholders and guests may access the Meeting online.
Should you wish to vote at the Meeting, please carefully review the instructions above under the heading Voting at the Virtual Meeting.
If you would like to access the Meeting without voting or submitting questions, you may do so by visiting the link and clicking the “Guest” button. To vote and/or submit questions at the Meeting, visit the link, click the “Control #” button and enter your control number or special control number, as the case may be, as your username and the password ctreit2025 (case sensitive).
For Registered Unitholders, enter the control number contained in your proxy form as your username.
For Beneficial Unitholders and proxyholders, provided the pre-registration process described above has been completed, enter the special control number you received from Computershare via email as your username. If you are a Beneficial Unitholder and have not completed the pre-registration process before the Proxy Deadline, you may still join the Meeting online as a guest but you will not be able to vote or ask questions.
Please join the Meeting at least 15 minutes before the Meeting starts. Allow ample time to log in and complete the related procedures. To access the Meeting online, you will require an internet connected device such as a laptop, computer, tablet or mobile phone. The Meeting will be supported across browsers and devices that are running the most updated version of the applicable software plugins.
Telephone
You may also attend the Meeting by dialing 1-866-343-2213 (Canada and U.S.). Please note that you or your proxyholder will not be able to vote or submit questions at the Meeting by telephone.
Submitting Questions
Unitholders and proxyholders may submit questions in advance of the Meeting via email to ctreitagm@ctreit.com. To submit a question at the Meeting, enter your question in the “Ask a Question” text box provided under the “Messaging” tab on your screen and then click the “Send” icon.
The Chair of the Meeting and/or members of management present at the Meeting will answer questions directly related to a particular motion once that motion has been introduced. Questions that do not relate to the formal business of the Meeting will be addressed after the formal business has been conducted. To ensure your question is received in time, please submit your question as early as possible during the Meeting, and prior to the commencement of the Unitholder question period. When submitting a question, identify whether it relates to a motion being considered as part of the formal business of the Meeting or whether it is general in nature.
To ensure as many questions as possible are answered, Unitholders or proxyholders wishing to submit a question are asked to be brief and concise and to address only one topic per question. Questions on the same topic may be grouped, summarized and answered together. Questions should be asked in a respectful and courteous manner in order to allow the Meeting to be conducted in a smooth and orderly fashion. If it is determined that a Unitholder or proxyholder is acting in a hostile or inappropriate manner, the Unitholder or proxyholder may be requested to halt such conduct. Should such disorderly conduct continue, they may be requested to disconnect from and leave the Meeting.
It is possible that time constraints will render us unable to respond to all questions during the Meeting. If this is the case, pertinent questions to the Meeting which were not answered during the Meeting will be answered and posted online at www.ctreitagm.com. Posted questions on the same topic may be summarized or grouped together. The questions and answers will be available as soon as practicable after the Meeting and will remain available for one week after posting.
Difficulties in Accessing the Meeting
If you are unable to log into the Meeting online, please note the instructions in the Circular, particularly with respect to the pre-registration process. If you are required to complete the pre-registration process but fail to do so before the Proxy Deadline, you may still join the Meeting online as a guest or listen via telephone.
If you have issues logging into the Meeting online, please click the “Support” button on the Meeting website.
If you or your proxyholder wish to participate and vote at the Meeting online, you will need to ensure that you remain connected to the internet at all times in order to vote when balloting commences. You must ensure internet connectivity for the duration of the Meeting as there may be insufficient time to resolve any issues before ballot voting is completed. Unitholders are encouraged to vote in advance of the Meeting by using the proxy form or voting instruction form provided to them.
If there is a technical issue during the Meeting, a recess may be declared, during which time CT REIT will actively work with its technicians to resolve the issue in a timely manner. In such an event, it is expected that the REIT will advise of the length of time of the recess and request that Unitholders and proxyholders remain connected to the virtual Meeting or conference line during the recess. If the issue is unable to be resolved in a timely manner, it is expected that the Meeting will be adjourned to another day.