notice of annual and special meeting of unitholders to be ... - Enerflex

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARBUSINESS OF THE MEETINGThe Deed of Trust establishing the Fund (the "Deed of Trust") provides that annual meetings of Unitholders will be calledand held annually for: (i) the election of the directors of the General Partner; (ii) the appointment of auditors of the Fundfor the ensuing year; (iii) the presentation of the audited consolidated financial statements of the Fund for the immediatelypreceding fiscal year; and (iv) the transaction of such other business as Unitholders may be entitled to vote upon or as theGeneral Partner may determine or as may be properly brought before the meeting.Financial StatementsThe consolidated financial statements of the Fund as at and for the year ended December 31, 2008, together with theauditors' report on those statements, will be placed before the Meeting and are included in the Fund's 2008 AnnualReport to Unitholders. No action by Unitholders is required at the Meeting in respect of such financial statements andauditor's report.Election of DirectorsThe articles of the General Partner provide that the Board of Directors of the General Partner (the "Board of Directors")shall consist of not less than three and not more than eleven directors. At the Meeting, it is proposed that ten directors beelected to hold office until the next annual meeting or until their successors are elected or appointed. On any ballot thatmay be called for at the Meeting, the Trust Units represented by proxies in favour of management nominees willbe voted, in the absence of directions to the contrary, in favour of the election as directors of the nomineeshereinafter set forth, all of whom have consented to be named herein as nominees.Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occurfor any reason prior to the Meeting, proxies will not be voted with respect to such vacancy.The following table and the notes thereto set forth the names of the persons proposed to be nominated for election asdirectors, all other positions and offices with the General Partner now held by them, their principal occupations oremployment, the period during which they have served as directors of the General Partner, and the number of Trust Unitsand Exchangeable LP Units beneficially owned, directly or indirectly, or over which control or direction is exercised byeach of them on February 19, 2009. The information contained herein as to Trust Units or Exchangeable LP Unitsbeneficially owned, directly or indirectly, or over which control or direction is exercised is based upon informationfurnished to the General Partner by the respective nominees. The General Partner has not established any fixed termlimits for directors and unless otherwise determined by the Board of Directors, no person shall be appointed as a directorat any time on or after the date upon which that individual reaches his or her seventieth birthday. Each of the personselected as directors of the General Partner will be elected by the Partnership to hold office as directors of the Companyuntil the next annual meeting or until their successors are elected or appointed.As per Board policy, any person nominated for election as a director that does not obtain a majority of votes in favour oftheir election will tender their resignation as a director of both the General Partner and the Company, which resignationmay be accepted by the Board of Directors, in its sole discretion.Name andMunicipality ofResidence Office Age Principal OccupationDirectorSinceTrust Units andExchangeable LPUnits BeneficiallyOwnedTotal Valueof EquityHoldings (8)P. John AldredCalgary, AlbertaCanadaDirector,Non-ExecutiveChairman64 Non-Executive Chairman,Enerflex Systems Ltd.and Enerflex HoldingsGeneral Partner Ltd.1980 3,644,536 (4) $32,691,488Patrick D.Daniel (2)Calgary, AlbertaCanadaIndependentDirector62 President and ChiefExecutive Officer,Enbridge Inc.1998 8,000 $71,760Tim W.Faithfull (1)Cornwall, UnitedKingdomIndependentDirector64 Corporate Director 2009 0 (7) $0PAGE 6