Registered Shareholders have the right to dissent with respect to the Arrangement and be paid the fair value of their Shares in accordance with the provisions of Section 185 of the OBCA and an interim order of the Court with respect to the Arrangement dated January 31, 2013, if the Arrangement becomes effective. This right to dissent is further described in the Information Circular. Failure to strictly comply with the dissent procedures set out in the Information Circular may result in the loss or unavailability of any right of dissent. Beneficial owners of Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only a registered owner of Shares is entitled to exercise dissent rights.
Shareholders unable to attend the Meeting in person are requested to read the Information Circular and form of proxy which accompanies the notice of Meeting and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a copy thereof certified by a notary) to the Company's transfer agent, Equity Financial Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1. To be effective, proxies must be received by Equity Financial Trust Company not later than 5:00 p.m. (Montreal time) on March 6, 2013 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned Meeting, or any further adjournment thereof. Unregistered shareholders who received the proxy through an intermediary must deliver the proxy in accordance with the instructions given by such intermediary.
Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Investors are encouraged to review the Information Circular, a copy of which will be made available on SEDAR at www.sedar.com.
Long Term Incentive Plan of PROREIT
At the Meeting, Shareholders will also be asked to approve the proposed long term incentive plan of PROREIT (the "Long Term Incentive Plan"). The trustees, directors, employees and consultants of PROREIT and its affiliates (collectively, the "Eligible Persons") are eligible to participate in the Long Term Incentive Plan.
The Board of Directors has approved the Long Term Incentive Plan pursuant to which PROREIT may award deferred units ("DUs") and restricted units ("RUs") to Eligible Persons. The aggregate number of Units that may be issued pursuant to the Long Term Incentive Plan is 571,388. The Board of Directors considers the Long Term Incentive Plan to be fair to Shareholders and in the best interests of PROREIT and its unitholders.
The rules of the Exchange require that the resolution approving the Long Term Incentive Plan receives the affirmative vote of a majority of the votes cast at the Meeting excluding votes attached to Shares beneficially owned by (i) insiders to whom RUs and DUs may be granted under the Long Term Incentive Plan, and (ii) associates of such insiders.
At the Meeting, Shareholders will also be asked to approve the proposed rights plan of PROREIT (the "Rights Plan"). The Rights Plan will utilize the mechanism of the "Permitted Bid" to ensure that a person seeking control of PROREIT gives unitholders and the board of trustees of PROREIT sufficient time to evaluate the bid, negotiate with the initial bidder and encourage competing bids to emerge. The purpose of the Rights Plan is to protect unitholders by providing an incentive for all potential bidders to comply with the conditions specified in the "Permitted Bid" provisions. If such bidders do not comply with the "Permitted Bid" provisions, they will be subject to the dilutive features of the Rights Plan.
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