boardwalk real estate investment trust ... - Boardwalk REIT

More documents

Recommendations

Info

-4- 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) Calgary, Alberta Sam Kolias Calgary, Alberta Al W. Mawani (1)(2) Thornhill, Ontario David V. Richards (1) Calgary, Alberta Michael D. Young (2) Dallas, Texas James DeWald Calgary, Alberta 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 287703 V1
-5- 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 287703 V1
Page 1 and 2: BOARDWALK REAL ESTATE INVESTMENT TR
Page 3: -3- VOTING TRUST UNITS AND PRINCIPA
Page 7 and 8: -7- The Compensation and Governance
Page 9 and 10: -9- Participants under the new long
Page 11 and 12: -11- Ensure a program is in place
Page 13 and 14: -13- CORPORATE GOVERNANCE During th
Page 15 and 16: -15- DATE: April 1, 2005 CERTIFICAT
Page 17 and 18: -2- National Policy 58-201, Multila

boardwalk real estate investment trust ... - Boardwalk REIT

Create successful ePaper yourself

Delete template?

Save as template?