boardwalk real estate investment trust ... - Boardwalk REIT

BOARDWALK REAL ESTATE INVESTMENT TRUST 

MANAGEMENT INFORMATION CIRCULAR 

FOR THE ANNUAL MEETING 

OF THE UNITHOLDERS 

TO BE HELD ON MAY 10, 2005 

Unitholders who do not hold their units in their own name as registered unitholders, should 

 

This Management 

solicitation of proxies by management of Boardwalk Real Estate TrustTrust 

Trust UnitsMeeting 

the Calgary Petroleum Club, 319 5 th Avenue S.W., Calgary, Alberta on Tuesday, the 10 th day of May, 

2005 at 3:00 p.m. (Calgary Time) and at any adjournment or adjournments thereof. The information 

contained herein is as of March 31, 20Effective Date 

SOLICITATION OF PROXIES 

Management does not contemplate a solicitation of proxies otherwise than by mail. The costs 

thereof will be borne by the Trust. 

RECORD DATE 

The Trust will prepare a list of unitholders of record at the close of business on March 31, 2005 

Record Date 

Trust Units then registered in such holder's name, except to the extent that (a) the holder has transferred 

the ownership of any of his or her Trust Units after that date, and (b) the transferee of those Trust Units 

produces a properly endorsed unit certificate, or otherwise establishes that he or she owns the Trust 

Units, and demands not later than the close of business, ten days before the Meeting, that his or her name 

be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be 

entitled to vote his or her Trust Units at the Meeting. 

Holders of Trust Units are entitled to one vote at the meeting for each Trust Unit held, except as 

otherwise provided herein. 

APPOINTMENT AND REVOCATION OF PROXIES 

The persons named in the enclosed form of proxy are the President and the Chief Financial 

Officer of the Trust. A unitholder has the right to appoint a nominee (who need not be a unitholder) to 

represent him at the Meeting, other than the persons designated in the enclosed proxy form, by inserting 

the name of his chosen nominee in the space provided for that purpose on the form and deleting 

therefrom the names of the management nominees, or by completing another proper form of proxy. Such 

unitholder should notify the nominee of his or her appointment, obtain his or her consent to act as proxy 

and should instruct him or her on how the unitholder's units are to be voted. In any case, the form of 

proxy should be dated and executed by the unitholder or his or her attorney authorized in writing, with 

proof of such authorization attached, where an attorney executed the proxy form. 

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is 

completed, signed and delivered to Computershare Trust Company of Canada at 530 8 th Avenue S.W., 

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Calgary, Alberta, T2P 3S8 at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, 

before the time of the Meeting or any adjournment thereof. If the unitholder is a corporation, the form of 

proxy must be signed under its corporate seal and executed by a duly authorized director, officer or 

attorney of such corporation. 

In addition to revocation in any other manner permitted by law, a unitholder who has given a 

proxy may revoke it, at any time before it is exercised, by instrument in writing executed by the 

unitholder or by his or her attorney authorized in writing and deposited either at the offices of 

Computershare Trust Company of Canada at the aforesaid address at any time up to and including the 

last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to 

be used, or with the chairman of the Meeting on the day of the Meeting or any adjournment thereof. 

ADVICE TO BENEFICIAL UNITHOLDERS 

Unitholders who do not hold their Trust Units in their own name (referred to herein as 

Beneficial Unitholders) are advised that only proxies from unitholders of record can be recognized 

and voted upon at the Meeting. Beneficial Unitholders who complete and return a proxy must indicate 

thereon the person (usually a brokerage house) who holds their Trust Units as registered unitholder. 

Every intermediary (broker) has its own mailing procedure, and provides its own return instructions, 

which should be carefully followed. The form of proxy supplied to Beneficial Unitholders is identical to 

that provided to registered unitholders. However, its purpose is limited to instructing the registered 

unitholder on how to vote on behalf of the Beneficial Unitholder. The Trust will not accept 

instructions from Beneficial Unitholders and bears no responsibility for advising registered 

unitholders of voting instructions received from Beneficial Unitholders. 

All references to unitholders in this Circular and the accompanying form of Proxy and Notice of 

Meeting are to unitholders of record unless specifically stated otherwise. Where documents are stated to 

be available for review or inspection, such items will be shown upon request to registered unitholders 

who produce proof of their identity. 

VOTING OF PROXIES 

The persons named in the enclosed form of proxy have been selected by the trustees of the Trust 

and have indicated their willingness to represent as proxy the unitholder who appointed them. Each 

unitholder may instruct his proxy how to vote his or her Trust Units by completing the blanks on the 

proxy form. 

Trust Units represented by properly executed proxy forms in favour of the person designated on 

the enclosed form will be voted or withheld from voting in accordance with the instructions given on the 

proxy forms. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH TRUST UNITS WILL BE 

 

 

LLP AS THE AUDITORS OF THE TRUST. 

The enclosed form of proxy confers discretionary authority upon the persons named therein with 

respect to amendments and variations to matters identified in the Notice of Meeting and with respect to 

any other matters which may properly come before the Meeting. At the Effective Date the management 

of the Trust knows of no such amendments, variations or other matters to come before the Meeting. 

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VOTING TRUST UNITS AND PRINCIPAL HOLDERS THEREOF 

As at the Effective Date of this Circular, the Trust has an authorized capital consisting of an 

unlimited number of Trust Units without nominal or par value, of which 48,645,354 Trust Units are 

issued and outstanding and 4,475,000 Trust Units are reserved for issuance on the exchange, conversion 

or retraction of the same number of units of partnership interest in Boardwalk REIT Limited Partnership 

PartnershipLP Class B Units 

the limited partnership agreement dated January 9, 2004, as amended and restated on May 3, 2004, 

Limited Partnership Agreement 

voting rights as Trust Units, are entitled to receive the same distributions as Trust Units and are 

redeemable at the option of the Trust or the holder of such LP Class B Units in accordance with the terms 

of the Limited Partnership Agreement. For more information on the LP Class B Units, the Partnership 

 

mation Form, dated March 31, 2005 

AIF 

entirety on SEDAR at www.sedar.com. 

The following table lists those persons and companies who own of record or are known to the 

Trust to own beneficially, directly or indirectly, more than 10% of the issued and outstanding Trust Units 

of the Trust as at the Effective Date of this Circular. 

Name and Municipality of Residence 

Type of Ownership 

Number of 

Trust Units 

Percentage of 

Trust Units 

Boardwalk Properties Company Limited, 

Calgary, Alberta 

Fidelity Management & Research Company 

and Fidelity Management Trust Company 

of record 8,675,000 17.83% 

of record 4,946,300 10.17% 

BPCLa real estate holding company. It is owned 

50% by Boardwalk Investment Limited (owned by Sam Kolias, the President, Chief Executive Officer 

and a trustee of the Trust) and 50% by Park Place Holdings Ltd. (owned by Van Kolias, the Senior Vice- 

President, Quality Control of the Partnership). BPCL owns a further 4,475,000 LP Class B Units, which, 

if exchanged into Trust Units, would give them an additional 6.93% of the outstanding Trust Units, on a 

fully diluted basis. 

1. Election of Trustees 

MATTERS TO BE ACTED ON ATTHEMEETING 

Action is to be taken at the Meeting with respect to the election of trustees. The board of trustees 

Board of TrusteesBoard members, each of whom retire from 

office at the Meeting. It is proposed that at the Meeting the unitholders of the Trust fix the number of 

directors at seven (7), and that seven (7) trustees be elected to hold office until the next annual meeting 

or until their successors are elected or appointed. 

IT IS THE INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, TO 

VOTE FOR THE ELECTION OF THE FOLLOWING PERSONS TO THE BOARD OF TRUSTEES 

UNLESS OTHERWISE DIRECTED. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY 

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OF SUCH NOMINEES WILL BE UNABLE TO SERVE AS TRUSTEE. HOWEVER, IF FOR ANY 

REASON ANY OF THE PROPOSED NOMINEES DOES NOT STAND FOR ELECTION OR IS 

UNABLE TO SERVE AS SUCH, THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, 

RESERVE THE RIGHT TO VOTE FOR ANY OTHER NOMINEE IN THEIR SOLE 

DISCRETION UNLESS THE UNITHOLDER HAS SPECIFIED IN HIS OR HER PROXY THAT 

HIS OR HER TRUST UNITS ARE TO BE WITHHELD FROM VOTING ON THE ELECTION 

OF TRUSTEES. 

The following information relating to the nominees as trustees is based partly on the Trust's 

records and partly on information received by the Trust from said nominees, and sets forth the name and 

municipal address of each of the persons proposed to be nominated for election as a trustee, his current 

principal occupation, all other positions and offices in the Trust held by him, the year in which he was 

first elected a trustee, and the number of Trust Units of the Trust that he has advised are beneficially 

owned by him, directly or indirectly, or over which control or direction is exercised by him. 

Nominee 

as Trustees 

Paul J. Hill (1)(2) 

Regina, Saskatchewan 

Ernest Kapitza (1)(2) 


Sam Kolias 


Al W. Mawani (1)(2) 

Thornhill, Ontario 

David V. Richards (1) 


Michael D. Young (2) 

Dallas, Texas 

James DeWald 


Position 

Presently 

Held 

Chairman of 

the Board, 

Trustee 

Principal Occupation 

President, 

Harvard Developments Inc., 

a Hill Company 

Trustee Since 

(4) 

Trust Units 

Beneficially Owned 

or Controlled as of 

Effective Date 

October 6, 1994 10,000 

Trustee Independent Businessman March 1, 2001 40,200 

President, 

Chief 

Executive 

Officer and 

Trustee 

Trustee 

Executive of the Trust July 1993 4,337,500, (3) 

President, Exponent Capital 

Partners Inc. 

April 30, 2002 21,000 

Trustee President, Network Capital Inc. June 22, 1995 37,400 

Trustee 

President, Quadrant Capital 

Partners, Inc. 

None 2001 to present, Managing 

Partner, Peters Dewald Land 

Company Inc.; 2004, President 

and CEO, Stone Creek 

Properties Inc.; 1999-2000, Cofounder, 

President, Director, 

and COO, of 411HomeNet 

Group Inc. 

September 18, 

1997 

92,150 

N/A 730 

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Notes: 

2. Appointment of Auditors 

(1) Member of the Audit and Risk Management Committee 

(2) Member of the Compensation, Governance & Nominations Committee 

(3) 8,675,000 Trust Units are owned by BPCL, a private real estate holding company. 

BPCL is owned 50% by Boardwalk Investment Limited (owned by Sam Kolias, President 

and Chief Executive Officer of the Trust) and 50% by Park Place Holdings Ltd. (owned 

by Van Kolias, Senior Vice-President, Quality Control of the Partnership). BPCL owns 

a further 4,475,000 LP Class B Units, which, if exchanged into Trust Units, would give 

Mr. Sam Kolias an additional 2,237,500 Trust Units. For more information on the LP 

 

Concerning the Partnership mation is incorporated 

herein by reference and which AIF is available in its entirety on SEDAR at 

www.sedar.com. 

(4) Prior to May 3, 2004, the effective date of the transfer of all of the assets of Boardwalk 

Corporationsuant to a plan of arrangement under 

section 193 of the Business Corporations Act Acquisition and 

Arrangement 

DeWald) were directors of the Corporation. For more information on the Acquisition 

 

Acquisition and the Arrangement Replacing the Corporation as a Public Entity with 

by reference and 

which AIF can be found in its entirety on SEDAR at www.sedar.com. 

The management designees, if named as proxy, intend to vote for the appointment of Deloitte & 

Touche LLP, as the auditors of the Trust, to hold office until the next Annual Meeting of the unitholders, 

at a remuneration to be fixed by the Board of Trustees. Deloitte & Touche LLP have been the auditors 

of the Trust since its formation on January 9, 2004, and the Corporation since October, 1995. The fees 

for all audit and audit-related services performed by the auditors for the year ended December 31, 2004 

were $682,767. The fees for all other services performed by the auditors, which related principally to 

corporate and tax services, including tax advisory services in relation to the Acquisition and 

Arrangement, were $435,641. 

Statement of Executive Compensation 

EXECUTIVE COMPENSATION 

The following table sets forth all annual and long term compensation for services in all capacities 

rendered to the Trust and, prior to the effective date of the Acquisition and Arrangement, May 3, 2004, 

the Corporation, as well as the subsidiaries of both for the financial years ended December 31, 2004, 

2003 and 2002 in respect of each of the individuals who were, during each of the financial years ended 

December 31, 2004, 2003 and 2002 the Chief Executive Officer and the other most highly compensated 

executive officers who were compensated in excess of $100,000 (collectively the 

). 

Annual Compensation 

Name and 

Principal 

Position Year Salary Bonus 

Other Annual 

Compensation (1) 

Long-Term Compensation 

Awards 

Payouts 

Restricted 

Securities Under Securites or 

Options/ SARs Restricted LTIP 

Granted Security Units Payouts 

All Other 

Compensation 

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($) ($) ($) (#) ($) ($) ($) 

Sam Kolias 2004 nil - - - - - - 

Pres. & C.E.O. 2003 nil - - - - - - 

2002 nil - - - - - - 

Michael Guyette 2004 160,995 - - - - - - 

VP, Technology 2003 160,995 - - - - - - 

2003 160,995 - - - - - - 

Roberto A. Geremia 2004 169,980 - - - - - - 

Senior VP, Fin. & 2003 105,000 36,750 - - - - - 

C.F.O. 2002 105,000 - - 152,051 - - - 

Kevin Screpnechuk 2004 150,000 - 4,050 (7) - - - - 

Senior VP, Rental 2003 105,000 36,750 3,125 (7) - - - - 

Operations 2002 105,000 - 1,575 (7) 152,051 - - - 

William Chidley 2004 150,000 - 4.050 (7) - - - - 

Senior VP, Corp. 2003 105,000 36,750 - - - - - 

Dev. 2002 105000 - - 152,051 - - - 

Mike Hough, 2004 (2) 105,000 - - - - - - 

Senior VP 2003 105,000 36,750 - - - - - 

2002 105,000 - - 152,051 - - - 

Jean Denis 2004 (3) 139,048 32,500 - - - - - 

VP, Que. Acq. 2003 135,000 - - - - - - 

R. Douglas Biggs 2004 (4) 320,553 - - - 

VP, Legal Affairs 2003 105,000 36,750 - - - - - 

2002 105,000 - - 37,162 - - - 

Mark Kornak 2002 (5) 301,050 - - - - - - 

Greg Rowland 2002 (6) 130,399 - - - - - - 

Notes: 

(1) Perquisites and other personal benefits do not exceed the lesser of $50,000 or 10% of the total of the annual salary and 

bonus for the named executive officers. 

(2) Acquisition and 

Arrangement Date 

(3) Joined the Corporation effective January 1, 2003 

(4) Retired effective May 31, 2004. 

(5) Ceased to be an officer in June 2002. 

(6) Ceased to be an officer in August, 2002. 

(7) Group RSP Employer Contribution. 

Employment and Termination Arrangements 

Each of the Trust's senior executives is a party to an employment agreement with the Trust which 

sets out the terms of their employment as well as the terms on which such employment can be terminated 

by either party. In the event the Trust terminates the said employment without cause, the individual is 

entitled to receive payments equivalent to 2.5 times the reported base salary, as well as immediate vesting 

of any Trust Units granted to such individual pursuant to the Management Equity Plan (defined below 

Trust Unit Ownership Guidelines). 

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The Compensation and Governance Committee will continue to review with management the 

approach to executive compensation and, if it becomes appropriate, will consider alternative or 

supplemental compensation arrangements. 

Indebtedness of Trustees and Executive Officers 

At no time during the most recently completed financial year was there any indebtedness of any 

director, trustee executive officer or senior officer, or any associate of any such director, trustee or 

executive officer to the Trust or Corporation or to any other entity which is, or at any time since the 

beginning of the most recently completed financial year been, the subject of a guarantee, support 

agreement, letter of credit or other similar arrangement or understanding provided by the Trust or 

Corporation. 

StockOptionPlan 

During 1993, the Corporation established, and the shareholders approved, a stock option plan under 

Common Shares 

emp StockOptionPlan 

amended in 1996 to comply with the requirements of The Toronto Stock Exchange and the number of 

Common Shares reserved for issuance pursuant to the Stock Option Plan was adjusted to reflect a stock 

dividend paid effective December 1, 1997. The Stock Option Plan was further amended in 1999 to 

increase the maximum number of Common Shares which could be issued thereunder and to increase the 

maximum term of options from five years to ten years. The latest amendment to the Stock Option Plan 

was in 2002 to increase the maximum number of Common Shares which could be issued under the plan 

and to insert provisions which addressed the eventuality of a take-over bid for the Common Shares. 

During fiscal 2004, the Corporation did not issue any stock options under this plan to directors and 

officers. The Stock Option Plan terminated on the Acquisition and Arrangement Date, on which the 

vesting date for all unvested options was accelerated and, subsequently, all unexercised options were 

cancelled. Following the Acquisition and Arrangement, no further options will be granted under the 

Stock Option Plan. 

Components of Compensation 

The Trust's executive compensation program has the following three (3) main components: 

 

 

 

Base salary; 

A short term cash bonus; and 

A management equity plan. 

All the components of this program form part of the executive's total compensation package, 

together with health care benefits. Base salaries reflect an officer's overall level of responsibility and a 

 

compensation, is based on certain internally set financial benchmarks as well as individual performance 

reviews. The Management Equity Plan is the primary long-term incentive plan of the Trust and has been 

designed to align the interests of the Trust's executive officers with those of the Trust's unitholders 

(Please see the information below under the 

 

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At the request of Mr. Sam Kolias, the Chief Executive Officer of the Trust, and Mr. Van Kolias, 

a senior vice-president of the Partnership, the total compensation paid for each of them will be based on 

the same model with the exception that both individuals have continued to elect to forgo the bonus and 

employee unit purchase components of the plan and will be compensated solely by the predetermined 

base salary. Mr. Sam Kolias and Mr. Van Kolias have elected to contribute their salaries to a scholarship 

 

Trust Unit Ownership Guidelines 

To align the interests of management with those of stakeholders, the Trust encourages Trust Unit 

Management 

Equity Plan 

purchase of 

of the Trust, as well as selected management level employees, will be encouraged to invest in the Trust 

on a go forward basis. 

The table below shows the number of Trust Units held by the Named Executive Officers and the 

other officers of the Trust as at March 31, 2005: 

Name 

Number of Trust Units held 

Sam Kolias 4,337,500 (1) 

Roberto Geremia 190,465 

Kevin Screpnechuk 321,531 

William Chidley 61,051 

Michael Guyette 

Jean Denis 

Nil 

Nil 

Other senior management employees (9 persons) 4,423,300 

(1) Mr. Kolias also owns, indirectly, 2,237,500 LP Class B Units. For more information on the LP Class B 

tion Concerning the Partnership LP 

 

its entirety on SEDAR at www.sedar.com. 

(2) Mr. Van Kolias also owns, indirectly, 2,237,500 LP Class B Units. 

The Named Executive Officers, as well as some of the other officers of the Trust, currently have equity 

ownership in excess of the above noted guidelines. 

Long Term Incentive Plan 

Effective February 16, 2005, subject to compliance with applicable tax laws, the Trust has 

implemented a non-dilutive long-term incentive program to compensate management. 

287703 V1

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Participants under the new long- LTIP 

Trust Units of the Trust based on the dollar value of their target LTIP incentive percentage, as applied to 

their base salary. The Trust Units awarded under the LTIP will be purchased on the Toronto Stock 

Exchange and will be split between performance-based and time-based vesting Trust Units. The timebased 

Trust Units in the LTIP will vest at the end of a three-year period. The performance-based LTIP 

Trust Units will vest on the third anniversary of the date of grant provided that the Trust achieves 

specified performance targets which represent an annual growth in distributable income per Trust Unit to 

be determined by the Trustees on an annual basis, as is provided for under the Management Equity Plan. 

Cash distributions received on all Trust Units under the LTIP would be reinvested in additional Trust 

Units on a regular basis. In addition, to qualify for the time-based vesting Trust Units eligible employees 

of the Trust, subject to certain conditions, must purchase Trust Units on the Toronto Stock Exchange, 

which purchases will be matched by a multiple of 1.2 times by the Trust, subject to a maximum amount 

 

Option Grants 

During the year ended December 31, 2004, no options were granted by the Corporation or the 

Trust to directors, trustees or officers, as the case may be. 

Options Exercised and Options Outstanding 

The following table sets forth certain information regarding the value, as of the effective date of 

the Acquisition and Arrangement, May 3, 2004, of exercised and unexercised options held by the Named 

Executive Officers on an aggregate basis: 

AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED 

FISCAL YEAR AND FINANCIAL YEAR-END OPTION VALUES 

Value of Unexercised In- 

Name 

Securities Acquired 

on Exercise 

Aggregate Value 

Realized 

Unexercised Options at May 

3, 2004 Exercisable/ 

Unexercisable 

The-Money Options at May 

3, 2004 Exercisable/ 

Unexercisable 

(#) ($) (#) $ 

Sam Kolias 0 0 0/0 0/0 

Michael Guyette 0 0 0/0 0/0 

Roberto Geremia 

315,951 $1,847,357.42 0/0 0/0 

Kevin Serepnechuk 

William Chidley 

Mike Hough 

Jean Denis 

Doug Biggs 

Mark Kornak 

Greg Rowland 

392,051 $2,434,716.42 0/0 0/0 

292,051 $1,645,716.42 0/0 0/0 

242,051 $1,341,778.06 0/0 0/0 

0 0 0/0 0/0 

45,662 $249,262.14 0/0 0/0 

0 0 0/0 0/0 

50,000 $248,177 0/0 0/0 

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Composition of the Compensation Committee 

The governance, nominations and compensation committee of the Board of Trustees (the 

) makes determinations and recommendations to the 

Board of Directors concerning the cash and incentive compensation of the executive officers of the Trust 

The following trustees served as members of the Compensation and Governance Committee for all or 

part of the financial year ended December 31, 2004: Messrs. Al W. Mawani, Ernest Kapitza and Michael 

D. Young. 

Retirement Plans 

The Trust has continued the group registered savings plan established by the Corporation for its 

employees whereby the Trust will match the contributions made by employees up to a maximum of 3% 

of regular earnings in a calendar year or one-half the contribution limit set for registered retirement 

savings plans, whichever is less. In addition, Executive Officers, as part of their employment contracts 

are entitled to a retirement allowance based on their term with the Trust. The amount of the allowance 

can range from ½ to one full year of the reported base salary. 

Report on Executive Compensation 

The Board of Trustees of the Trust has established the Compensation and Governance 

Committee. One of the primary mandates of this committee is to review and make recommendations to 

the Board of Trustees with respect to executive compensation. The Compensation and Governance 

Committee consists of three unrelated trustees, Mr. Al W. Mawani, Mr. Ernest Kapitza and Mr. Michael 

D. Young. In addition, the Chairman of the Board is an ex officio member of all board committees. The 

entire Compensation and Governance Committee met three (3) times in the fiscal year ended 

December 1 Individual 

c 

Since incorporation of the Corporation, senior executives have, for the most part, been rewarded 

exclusively through the issuance of stock options to purchase Common Shares rather than through 

salaries or cash bonuses. On January 1, 2002, with the advice of an outside consultant, the Corporation 

implemented a revised and more balanced compensation plan for its senior executives. Such 

compensation plan was further revised by the Trust following the Acquisition and the Arrangement. 

The revised compensation plan focuses around the following goals and objectives: 

 

 

Award officers for long term strategic management and enhancement of unitholder value by 

providing opportunities for those individuals to have an appropriate ownership interest in the 

Trust through the use of the Trust's Management Equity Plan; 

Attract and retain superior executives by providing total compensation packages that are 

competitive in the market place; 

1 Prior to the Acquisition and Arrangement, the functions of this committee were carried out by two (2) separate committees, the 

Compensation and Governance Committee. This number includes the meetings held by each of those separate committees prior to 

the effective date of the Acquisition and Arrangement, May 3, 2004. 

287703 V1

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Ensure a program is in place to recognize superior individual performance through the bonus 

plan; and 

Ensure that each officer's compensation reflects the level of knowledge, expertise, 

responsibility and effort of such officer, in light of market conditions and overall trust 

performance. 

 

 

The insurance is for liability 

incurred by any of them in their capacity as a trustee or officer of the Trust. This insurance policy 

provides coverage of up to $20 million (U.S.) for the trustees and officers of the Trust in aggregate. Each 

loss or claim is subject to a $500,000 (U.S.) deductible. The constating documents of the Trust provide 

indemnification of the trustees and officers, subject to certain limitations. The annual premium for the 

S.). 

Unitholder Return Performance Graph 

The following graph compares the change in cumulative total return, over the periods indicated, 

of a $100 investment in the Trust Units of the Trust (and, prior to the Acquisition and the Arrangement, 

the Corporation's Common Shares) with the cumulative total return of The Toronto Stock Exchange 

Composite Stock Index and the TSX Real Estate Sub-Index, assuming the reinvestment of dividends, 

where applicable, for the comparable period. 

$180 

$160 

$140 

$120 

$100 

$80 

$60 

Boardwalk Real Estate 

Investment Trust 

T.S.X. Composite Index 

T.S.X. Real Estate Index 

$40 

$20 

$0 

31-Dec-00 

31-Dec-01 

31-Dec-02 

31-Dec-03 

31-Dec-04 

Boardwalk Real 

Estate Investment 

Trust 

T.S.X. Composite 

Index 

T.S.X. Real Estate 

Index 

December 31, 

2000 

December 31, 2001 December 31, 2002 December 31, 2003 December 31, 

2004 

$100 $100.69 $132 $155.83 $160.44 

$100 $87.43 $76.55 $97.01 $111.06 

$100 $112.59 $102.10 $102.80 $113.13 

287703 V1

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Compensation of Trustees 

The Board of Trustees are entitled to compensation for their services as trustees of the Trust. 

The initial compensation for the Board of Trustees, other than trustees who are also employees of 

Boardwalk REIT or any of its subsidiaries, is a retainer of $20,000 per year plus a meeting fee of $1,000 

per day ($500 if attending via video or teleconference) for each meeting of the Board of trustees and 

reimbursement for their out-of-pocket expenses incurred in acting as trustee. The Chairman of the Board 

of Trustees, if not an employee of Boardwalk REIT or any of its subsidiaries, receives an annual fee of 

$50,000, but does not receive any other fees for board or committee meetings attended. Each trustee who 

is a member of one of Boardwalk REIT's committees is compensated with an additional annual retainer 

of $3,000 and related meeting fees of $1,000 per meeting attended ($500 if attending via video or 

teleconference). 

On behalf of the Compensation and Governance Committee: 

(signed) (signed) 

287703 V1

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CORPORATE GOVERNANCE 

During the year ending December 31, 2004, the Board of Trustees established a governance, 

nominations and compensation committee which undertook a comprehensive review of existing Board 

 

Trust recognizes that proper and effective corporate governance is a significant concern and priority for 

investors and other stakeholders and, accordingly, the Board of Trustees has instituted a number of 

procedures and policies in an effort to improve the overall governance of the Trust. 

ernance policies and 

 

Throughout the year, the positions of Chairman of the Board and Chief Executive Officer were 

carried out by two different individuals wholly unrelated to each other. Paul J. Hill, an independent 

trustee, served as the Chairman of the Board, while Sam Kolias served as Chief Executive Officer of the 

Trust and, prior to the Acquisition and Arrangement, the Corporation. Other than Mr. Kolias, who is also 

a trustee, the Board is composed entirely of trustees who are independent of management of the Trust. 

The Trust also had two committees to assist the Board in effectively carrying out its responsibilities. 

Each of these committees is composed entirely of independent or unrelated directors, and had the 

following responsibilities: 

Governance, Nominations and Compensation Committee Terms of Reference 

1. Review human resources development, organization compensation principles and 

practices and approve any significant changes to structure or principles and practices; 

2. Review and make recommendations on the performance and compensation of the Chief 

Executive Officer and other senior executives of the Trust; 

3. Review and recommend to the Board the form and adequacy of compensation for the 

trustees; 

4. 

 

 

5. Review the makeup and needs of the Board of Trustees and develop criteria for adding 

new trustees to the Board; and 

6. Circulate questionnaires to each trustee to evaluate and assess the effectiveness of the 

 

contribution. 

Audit and Risk Management Committee Terms of Reference 

1. Financial Disclosure Issues review and recommend to the Board for its approval 

quarterly and annual financial statements, accounting policies that affect the statements, 

press releases associated with the financial stat 

287703 V1

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Analysis, significant issues affecting financial reports; review emerging GAAP 

 

tements and the findings of their 

audit work; review and approve the Annual Information Form of the Trust; 

2. Internal Control 

information system and internal controls over financial reporting and related information 

technology, security and control; review and approve fees for audit and non-audit 

services involving the current audit firm; review with management, external auditors and 

legal counsel, if necessary, any material litigation claims or other contingencies, 

 

financial statements; 

3. Risk Management identify and oversee the management of the principal financial risks 

that could impact the operations and financial reporting of the Trust; review and monitor 

the processes in place for identifying principal risks and reporting thereon to the Board; 

review and report to the Board on significant business and financial matters affecting the 

Trust; help senior executives to monitor these risks; and 

4. In accordance with Multi-Lateral Instrument 52-110, implement and supervise a whistle 

blower policy for safe reporting of any accounting and other financial irregularities and 

monitor compliance with same on a quarterly and annual basis. 

OTHER MATTERS COMING BEFORE THE MEETING 

Management knows of no other matters to come before the Meeting other than those referred to 

in the Notice of Meeting. Should any other matters properly come before the Meeting, the Trust Units 

represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment 

of the person voting such proxy. 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 

Except as otherwise disclosed in this Information Circular, no transaction has been entered into 

since January 1, 2002 or is proposed to be entered into by the Trust or the Corporation involving a senior 

officer, director or trustee, as the case may be, of the Corporation or the Trust, the principal shareholder 

of the Corporation or unitholder of the Trust, or any associate or affiliates of any of such persons or 

companies which has materially affected or would materially affect the Corporation, the Trust or any of 

their affiliates thereof. 

ADDITIONAL INFORMATION 

Additional copies of this Circular or the Form of Proxy or may be obtained by contacting the 

Paul Moon, Director of Corporate Communications of the Trust, at (403) 206-6808. Alternatively, you 

may fax the Trust at (403) 261-9269 or e-mail the Trust at investor@bwalk.com at any time prior to the 

date of the Meeting. 

Additional information relating to the Trust can be found on SEDAR at www.sedar.com. 

e financial statements 

 

287703 V1

-15- 

DATE: April 1, 2005 

CERTIFICATE 

The foregoing contains no untrue statement of a material fact and does not omit to state a 

material fact that is required to be stated or that is necessary to make a statement not misleading in the 

light of the circumstances in which it was made. 

(signed) 

 

President and Chief Executive Officer 

(signed) 

 

Senior Vice President, Finance and 

Chief Financial Officer 

287703 V1

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 

National Policy 58-201, Multilateral 

Instrument 52-110 and other 

applicable guidelines for improved 

corporate governance 

1. The board should explicitly 

assume responsibility for 

stewardship of the Trust 

Does the Trust 

align 

Yes 

Governance proced 

 

business and affairs with the goal of enhancing long-term unitholder 

and unitholder value. It makes major policy decisions, delegates to 

management the authority and responsibility for day-to-day affairs 

 

and specifically for: 

(i) 

adoption of a strategic 

planning process and 

approval of a strategic 

plan which takes into 

account, among other 

things, the opportunities 

and risks of the business; 

 

which will take into account, among other things, the opportunities 

and risks of the business. It is anticipated that the Board will devote 

at least one day-long meeting each year to strategic planning. The 

 

strategies and their implementation at board meetings. 

(ii) identification of the 

principal risks of the 

 

ensuring implementation 

of appropriate systems to 

manage those risks; 

Yes 

The Board, in conjunction with its Audit and Risk Management 

Committee and management, identifies the principal risks of the 

 

Among other things, it reviews risk management policies and 

processes, including policies and processes concerning credit risk, 

market risk, liquidity risk and operational risk. 

The Audit and Risk Management Committee reviews the internal 

controls and risk management policies and processes related to 

management of capital and liquidity and reports to the Board thereon. 

(iii) succession planning, 

including appointing, 

training and monitoring 

senior management; 

Yes 

The Trust does not currently have a formal system of succession 

planning nor has such a system been developed. The Governance, 

Nominations and Compensation Committee, composed entirely of 

independent directors, periodically reviews the performance of the 

Chief Executive Officer and other senior executives of the Trust. 

(iv) communications policy; Yes The Board, in conjunction with its Audit and Risk Management 

Committee, reviews and approves the contents of major disclosure 

documents of the Trust, including its Annual Report, the Annual 

 

Circular. Through its Governance, Nominations and Compensation 

Committee, the Board reviews policies and programs related to the 

287703 V1

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image of the Trust and ensures that appropriate processes are in place 

for communicating with customers, employees, unitholders, the 

investment community and the public. The Board reviews how the 

Trust communicates and interacts with analysts and the public to 

avoid selective disclosure. 

In this regard: 

 

and potential investors and to respond to investor inquiries and 

concerns; 

 

 

procedures and legal disclosure requirements; 

 

receives a prompt response from an appropriate officer; 

CEO 

CFO 

financial analysts and institutional investors; 

also available to unitholders by telephone 

and fax and the Trust maintains information relevant to investors 

on its Web site at www.bwalk.com; and 

 

Internet and are accessible on a live and recorded basis via 

telephone. Presentations at investor conferences are promptly made 

available on the Internet or via telephone. 

(v) integrity of internal 

control and management 

information systems. 

Yes 

The Boar 

management to implement and maintain appropriate systems of 

 

auditors to assess the adequacy and effectiveness of these systems of 

internal control. See also item 14 below. 

As required by M.I. 52-109, the CEO and CFO have provided 

certificates relating to the contents of the annual and quarterly 

financial reports and have evaluated and reported on the effectiveness 

ntrols and procedures. 

2. A majority of trustees 

 

(independent of management 

and free from any business 

Yes 

Currently, 6 of the 7 persons proposed for election to the Board in 

 

to the N.P. 58-201: 

287703 V1

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or other relationship which 

could, or could reasonably 

be perceived to, materially 

 

ability to act with a view to 

the best interests of the Trust 

and its unitholders. 


align 


of the Trust, Mr. Sam Kolias is the only 

 

3. The board has responsibility 

for applying the definition of 

 

each individual trustee and 

for disclosing annually the 

analysis of the application of 

the principles supporting 

this definition and whether 

the board has a majority of 

unrelated trustees. 

Yes 

 

under N.P. 58-201, the Board of Trustees has determined that 6 of the 

7 persons proposed for election to the Board in this Circular are 

 

See item 2, above. 

Under N.P. 58-201, certain 

relationships serve as bars to 

independence. In addition, 

no trustee qualifies as 

 

board of trustees 

affirmatively determines that 

the trustee has no material 

relationship with the listed 

issuer (either directly or as a 

partner, unitholder or officer 

of an organization that has a 

relationship with issuer). 

Disclosure must be made of 

the basis for each 

determination. 

The Board has affirmatively assessed and determined that 6 of the 7 

persons proposed for election to the Board in this Circular qualify as 

 

standards. 

See item 2 above. 

4. The board should appoint a 

committee of trustees 

composed exclusively of 

outside trustees, a majority 

of whom are independent 

trustees, with responsibility 

for proposing new nominees 

to the board and for 

assessing trustees on an 

ongoing basis. 

Yes The Governance, Nominations and Compensation Committee 

identifies, evaluates and recommends nominees for the Board of 

Trustees, in consultation with the Chairman of the Board and the 

President & CEO of the Trust. The Committee determines what 

competencies, skills and personal qualities it should seek in new 

Board members to add value to the Trust. In certain circumstances, 

the committee may retain outside consultants to conduct searches for 

appropriate nominees. 

The Governance, Nominations and Compensation Committee is 

287703 V1

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composed of three independent and unrelated trustees of the Trust. 

N.P. 58-201 requires a 

nominating committee to be 

composed solely of 

 

The functions of a nominating committee are performed by the 

nd Compensation Committee. The 

 

5. The board should implement 

a process, to be carried out 

by an appropriate 

committee, for assessing the 

effectiveness of the board, 

its committees and the 

contribution of individual 

trustees. 

Yes 

The Board, through its Governance, Nominations and Compensation 

Committee, annually circulates questionnaires to each member of the 

Board which allows them to assess Board effectiveness, Committee 

effectiveness and their own contribution to the Board. 

6. The Trust should provide an 

orientation and education 

program for new directors. 

Yes 

Each new member of the Board of Trustees is asked to review Board 

and Committee minutes for the prior twelve-month period, together 

 

Information Form. New trustees also meet with senior management 

for an orientation session, which includes a site tour, a review of head 

office operations and discussions with senior management regarding 

the Trust. 

7. The board should establish a 

nominations committee 

charged with the duty of 

identifying and evaluating 

candidates for the office of 

trustee 

Yes 

The Governance, Nominations and Compensation Committee of the 

Board has been established and it has been charged by the Board, in 

its charter, with the responsibility of identifying and evaluating 

candidates for the Board to fill vacancies caused by resignations of 

current trustees or by an increase in the size of the Board. 

8. The board should examine 

its size and undertake, where 

appropriate, a program to 

establish a board size which 

facilitates effective decisionmaking. 

Yes 

The Board of Trustees feels the current board size has been adequate 

to provide the appropriate level of skill and advice to guide the Trust. 

As the Trust grows and matures, the addition of new trustees will be 

considered. 

In this Circular, 7 nominees are proposed for election as trustees at 

the Annual Meeting of holders of Trust Units to be held May 10, 

2005. 

9. The Board of Trustees 

should review the adequacy 

and form of compensation of 

directors in light of the risks 

Yes The Governance, Nominations and Compensation Committee 

periodically reviews the amount and the form of compensation to 

trustees. In making recommendations to the Board for appropriate 

adjustments, the Committee considers the time commitment, risks and 

287703 V1

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and responsibilities involved 

in being a trustee. 


align 


responsibilities of trustees, as well as comparative data derived from a 

survey of board compensation at other issuers. In recommending the 

 

interests of trustees and unitholders. This is accomplished through 

both internal and external review of trustee compensation. 

10.Subject to Guideline 14, 

committees of the board 

should generally be 

composed of outside 

trustees, a majority of whom 

are independent. 

Yes 

Each committee of the Board of Trustees is composed solely of 

 

N.P. 58-201 and M.I. 52- 

110 require that the audit, 

compensation, and 

nominating committees be 

composed solely of 

 

The Governance, Nominations and Compensation Committee acts as 

the nominating and compensation committee of the Board. The audit 

 

 

of unitholders, all members of the Audit and Risk Management 

Committee and the Governance, Nominations and Compensation 

Commi 

standards. 

11.The board should assume 

responsibility for, or assign 

to a committee of trustees 

responsibility for, 

developing the approach to 

corporate governance issues. 

Yes 

Ensuring the effectiveness of the Board is an ongoing process. This 

responsibility has been assigned to the Governance, Nominations and 

Compensation Committee. The Committee advises and assists the 

Board in applying governance principles and practices, and tracks 

develo 

the needs and circumstances of the Trust. It also recommends 

suitable candidates for election to the Board. 

This committee would, 

among other things, be 

responsible for the response 

to N.P. 58-201. 

Yes 

The Governance, Nominations and Compensation Committee and the 

- 

201. 

12.The Board of Trustees, 

together with the CEO, 

should develop position 

descriptions for the Board 

and for the CEO, including 

the definition of the limits to 

Yes 

The Board of Trustees has adopted a charter for the Board and a 

position description for the CEO. The Board currently sets the 

me the objectives against which 

 

287703 V1

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align 


 

responsibilities. 

The board should approve or 

develop the corporate 

objectives which the CEO is 

responsible for meeting and 

assess the CEO against these 

objectives. 

Yes 

The Board approves the corporate objectives which the CEO is 

responsible for meeting and assesses the CEO against these 

objectives. 

13.The board should implement 

structures and procedures to 

ensure that it can function 

independently 

of 

management. 

An 

appropriate structure would 

be to (i) appoint a chair of 

the board who is not a 

member of management 

with responsibility to ensure 

that the board discharges its 

responsibilities, or (ii) 

assign this responsibility to 

an outside trustee, 

sometimes referred to as the 

 

Yes 

The Chairman of the Board is not a member of management. 

The chair or lead trustee 

should ensure that the board 

carries out its 

responsibilities effectively 

which will involve the board 

meeting on a regular basis 

without management present 

and may involve assigning 

responsibility 

for 

 

relationship to management 

to a committee of the board. 

Yes 

Independent trustees meet periodically, without the attendance of 

management of the Trust, to discuss the affairs of the Trust. The 

Board of Trustees has not set up a specific committee to address the 

 

often discuss their relationship with management at their regularly 

scheduled quarterly meetings. 

14.The audit committee should 

be composed entirely of 

independent trustees. 

Yes 

The Audit and Risk Management Committee is composed entirely of 

independent trustees. 

287703 V1

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All of the members of the 

audit committee should be 

financially literate and at 

least one member should 

have accounting or related 

financial expertise. 


align 

Yes 


All members of the Audit and Risk Management Committee are 

financially literate and two members of the committee have 

accounting or related financial expertise including the Audit and Risk 

Management Committee Chairman. 

The board shall determine 

whether a member of the 

audit committee meets the 

definition and criteria for 

 

 

 

Yes 

In considering criteria for determinations of financial literacy, the 

Board looks at the ability to read and understand a balance sheet, an 

income statement and a cash flow statement of a real estate company 

that present a breadth and level of complexity of accounting issues 

that are generally comparable to the breadth and complexity of the 

 

financial statements. 

 

-110, which requires each 

 

 

independent of management. 

The board should adopt a 

charter for the audit 

committee which sets out 

roles and responsibilities of 

the audit committee which 

should be specifically 

defined so as to provide 

appropriate guidance to 

audit committee members as 

to their duties. 

Yes 

The Audit and Risk Management Committee assists the Board in its 

oversight of the integrity of th 

 

 

internal controls and compliance with legal and regulatory matters. 

The Audit and Risk Management Committee has a charter, the entire 

 

incorporated herein be reference and which AIF can be found in its 

entirety on SEDAR at www.sedar.com. 

Subject to the powers of the 

of trust to appoint and revoke the appointment of the external 

auditors, the Audit and Risk Management Committee has the 

authority and responsibility to recommend the appointment and 

revocation of appointment of the external auditors and to fix their 

remuneration. 

The Audit and Risk Management Committee is directly responsible 

for the oversight of the work of the external auditors, including 

resolution of disagreements between management and the external 

auditors regarding financial reporting. 

287703 V1

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The Audit and Risk Management Committee has the sole authority to 

approve all audit engagement fees and terms as well as the provision 

of any legally permissible non-audit services provided by the external 

auditors of the Trust. 

The Audit and Risk Management Committee is responsible for 

reviewing the independence and objectivity of the external auditors, 

including reviewing relationships between the external auditors and 

the Trust which may impact on their independence and objectivity. 

The Audit and Risk Management Committee is also charged with 

reviewing with the external auditors any audit problems or difficulties 

 

The Committee mandate (charter) also includes the establishment of 

procedures for the receipt and treatment of complaints to the Trust 

concerning accounting or auditing matters and procedures for the 

confidential submission by employees of concerns regarding 

accounting or auditing 

Among other things, the Audit and Risk Management Committee 

reviews: 

 

 

investments and transactions that could adversely affect the wellbeing 

of the Trust; and 

prospectuses relating to the issuance of securities by the Trust. 

The audit committee should 

have direct communication 

channels with the internal 

and the external auditors to 

discuss and review specific 

issues as appropriate. 

Yes 

The Audit and Risk Management Committee, at least quarterly, meet 

separately with the external auditors and senior management to 

discuss and review specific issues as appropriate. 

The Trust has adopted internal audit procedures for the review of its 

public disclosure of financial information extracted or derived from 

 

adequacy of such procedures. 

287703 V1

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The audit committee duties 

should include oversight 

responsibility 

for 

management reporting on 

internal control. While it is 

 

to design and implement an 

effective system of internal 

control, it is the 

responsibility of the audit 

committee to ensure that 

management has done so. 


align 

Yes 


The Audit and Risk Management Committee, which has oversight 

responsibility for management reporting on internal controls, requires 

that management implement and maintain appropriate internal control 

procedures. The committee meets with management to assess the 

adequacy and effectiveness of these systems of internal control. 

M.I. 52-110 contains a 

higher independence 

standard for members of the 

audit committee, disallowing 

any compensation to such 

members other than board or 

committee fees received 

from the issuer. 

Yes 

None of the members of the Audit and Risk Management Committee 

receives, directly or indirectly, any compensation from the Trust other 

 

requisite unitholder approval at the Meeting, participation in the Plan 

i 

15.The board should implement 

a system to enable an 

individual trustee to engage 

an outside advisor, at the 

 

appropriate circumstances. 

The engagement of the 

outside advisor should be 

subject to the approval of 

the board or an appropriate 

committee of the board. 

Yes 

Individual trustees may, with the approval of the Chairman of the 

Board or from the entire Board, engage outside advisors at the 

expense of the Trust. 

287703 V1

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