NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders (“Unitholders”) of the units (“Units”) of REALnorth Opportunities Fund (the “Fund”) will be held at the offices of Colliers International Group Inc. located at 1066 West Hastings St., Suite 2300, Vancouver, British Columbia at 9:00 a.m. (Pacific Time), on March 21, 2024, for the following purposes:
1. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in Schedule A to the accompanying management information circular of the Funddated February 22, 2024 (the “Information Circular”), to approve, subject to the approval of the Fund Termination Resolution (defined below), the sale of the Fund’s remaining properties (the “Sale Transactions Resolution”), all as more particularly described in the Information Circular;
2. to consider and, if thought advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Schedule B to the accompanying Information Circular, to approve, subject to the approval of the Sale Transactions Resolution, the termination of the Fund and distribution of the Fund’s remaining net assets by way of redemption of all issued and outstanding Units in accordance with the Fund’s declaration of trust dated August 27, 2014 (the “Fund Termination Resolution”), all as more particularly described in the Information Circular; and
3. to transact such further and other business as may properly come before the Meeting or any adjournment or postponement thereof.
In order to become effective, the Sale Transactions Resolution must be passed by affirmative votes of: (a) a simple majority of the votes cast by the Unitholders present in person or represented by proxy at the Meeting and voting thereon; and (b) a simple majority of the votes cast by the Unitholders present in person or represented by proxy at the Meeting and voting thereon, excluding the votes cast in respect of Units held by any interested party (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and such other Unitholders excluded by MI 61-101). The approval of the Sale Transactions Resolution is also subject to the approval of the Fund Termination Resolution.
In order to become effective, the Fund Termination Resolution must be passed by affirmative votes of: (a) not less than three-quarters (75%) of the votes cast by the Unitholders present in person or represented by proxy at the Meeting and voting thereon; and (b) a simple majority of the votes cast by the Unitholders present in person or represented by proxy at the Meeting and voting thereon, excluding the votes cast in respect of Units held by any interested party (as defined in MI 61-101 and such other Unitholders excluded by MI 61-101). The approval of the Fund Termination Resolution is also subject to the approval of the Sale Transactions Resolution.
Specific details of the above items of business are contained in the Information Circular that accompanies and forms a part of this Notice of Special Meeting.
The record date for determination of Unitholders entitled to receive notice of and to vote at the Meeting is February 2, 2024 (the “Record Date”). Only Unitholders whose names have been entered in the applicable register of Units on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Unitholders who acquire Units after the Record Date will not be entitled to vote such securities at the Meeting.Unitholders may attend the Meeting in person or may be represented by proxy. Unitholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying Form of Proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be received by Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 (toll free facsimile 1-866-249-7775) by no later than 9:00 a.m. (Pacific Time) on the second to last business day immediately preceding the date of the Meeting or any adjournment thereof. Other acceptable methods of delivery of your proxy (telephone, internet and fax) are set forth in the accompanying Information Circular.
A proxyholder has discretion under the accompanying Form of Proxy to consider such further and other business as may properly be brought before the Meeting or any adjournment thereof. Unitholders who are planning on returning the accompanying Form of Proxy are encouraged to review the Information Circular carefully before submitting the Form of Proxy.
If you are a non-registered holder of securities and received these materials through your broker or through another intermediary, please complete and return the Voting Instruction Form provided to you in accordance with the instructions provided by your broker or intermediary as you are not automatically entitled, as such, to vote at the Meeting through a proxy. Regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial Unitholders in advance of the Meeting. Beneficial Unitholders should carefully follow the instructions of the intermediary/broker, including those on how and when voting instructions are to be provided, in order to have their Units voted at the Meeting.
DATED at Vancouver, British Columbia, this 22nd day of February, 2024.
BY ORDER OF THE BOARD OF TRUSTEES
(signed) “Antony Kalla”
Trustee
Click link for Notice of Special Meeting of Unitholders to be held on March 21, 2024 and Information Circular