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Notice of Annual General Meeting of Unitholders and Management

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Notice of Annual General Meeting of Unitholders and Management NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS AND MANAGEMENT INFORMATION CIRCULAR Dated April 1, 2019 Contents NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS............................................ i MANAGEMENT INFORMATION CIRCULAR .......................................................................... 1 VOTING INFORMATION .............................................................................................2 BUSINESS TO BE TRANSACTED AT THE MEETING ........................................................... 7 Financial Statements....................................................................................................7 Election of Trustees .....................................................................................................7 Appointment of Auditors ............................................................................................. 15 Audit Fees .................................................................................................................. 15 STATEMENT OF GOVERNANCE PRACTICES .................................................................... 16 Term of Election for Trustees ..................................................................................... 16 Number of Trustees ................................................................................................... 16 Process for Nomination of Trustees ........................................................................... 16 Trustee Independence ............................................................................................... 17 Board Chair and Independent Lead Trustee .............................................................. 17 Relationship of the Board of Trustees and Management ............................................ 18 Director / Trustee Interlocks ....................................................................................... 19 Majority Voting Policy ................................................................................................. 19 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ....................................... 20 Financial Literacy ....................................................................................................... 20 Committees of the Board ........................................................................................... 21 2018 Board and Committee Attendance..................................................................... 22 Meetings of Independent Trustees ............................................................................. 22 Board Mandate .......................................................................................................... 23 Compensation Governance and Oversight ................................................................. 24 Risk Management Oversight ...................................................................................... 31 REPORT ON TRUSTEE COMPENSATION .......................................................................... 32 Trustee Compensation Philosophy, Approach and Process ....................................... 32 Trustee 2018 Compensation ...................................................................................... 33 STATEMENT OF EXECUTIVE COMPENSATION ................................................................ 35 Compensation Discussion and Analysis .......................................................................... 36 Description of Compensation Framework ................................................................... 36 Benchmarking & Peer Group ..................................................................................... 45 Chief Executive Officer Succession ............................................................................ 45 Executive Position Descriptions and Employment Agreements .................................. 46 2018 Summary Compensation Table ......................................................................... 57 EQUITY PLAN COMPENSATION INFORMATION ............................................................... 58 Performance Graph ................................................................................................... 60 ARRANGEMENTS WITH MINTO .......................................................................................... 61 Administrative Support Agreement ............................................................................. 61 Development and Construction Management Agreement .......................................... 64 Strategic Alliance Agreement ..................................................................................... 65 Non-Competition and Non-Solicit Agreement ............................................................. 67 License of Minto Name .............................................................................................. 68 OTHER DISCLOSURE .......................................................................................................... 68 Unitholder / Investor Communications And Feedback ................................................ 68 Interests of Management and Others in Material Transactions ................................... 68 Indebtedness Of Trustees, Officers & Employees ...................................................... 69 Trustees And Officers Liability Insurance ................................................................... 69 Access To Information ............................................................................................... 69 Approval.....................................................................................................................70 SCHEDULE A – MANDATE OF THE BOARD OF TRUSTEES ............................................ April 1, 2019 Dear Unitholder, We invite you to attend Minto Apartment Real Estate Investment Trust’s Annual General Meeting of Unitholders to be held at the offices of KPMG LLP, 150 Elgin Street, Suite 1800, Ottawa, Ontario on Thursday, May 23, 2019 at 11:00 a.m. Eastern Daylight Time (the “Meeting”). This Management Information Circular describes the business to be conducted at the Meeting. It also describes the REIT’s governance practices and provides information about the REIT’s compensation philosophy as it relates to Trustee and executive compensation. At the Meeting, you will hear about the REIT’s 2018 financial results and report on operations. The REIT had a very successful 2018 following its launch in early July. We are very pleased with the response to the initial public offering and subsequent performance of the REIT’s Units. The Board of Trustees and management will be present and will be available to answer your questions. We appreciate the insight and interest of Unitholders and welcome your participation in the Meeting. Your vote matters. You may exercise your vote by completing the applicable proxy voting form or voting instruction form or by attending the Meeting. We look forward to seeing you in Ottawa on May 23rd. “Roger Greenberg” “Michael Waters” Roger Greenberg Michael Waters Chair Chief Executive Officer NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS The Annual General Meeting of Unitholders of Minto Apartment Real Estate Investment Trust (“the REIT”) will be held on: Thursday, May 23, 2019 at 11:00 a.m. (Eastern Daylight Time) at: KPMG LLP, 150 Elgin Street, Suite 1800, Ottawa, Ontario for the following purposes: 1) TO RECEIVE the financial statements of the REIT and the auditors’ report thereon for the period from April 24, 2018 (date of formation) to December 31, 2018 (see “Business to be Transacted at the Meeting – Financial Statements” in the REIT’s Management Information Circular); 2) TO ELECT members of the REIT’s Board of Trustees (see “Business to be Transacted at the Meeting – Election of Trustees” in the REIT’s Management Information Circular); 3) TO APPOINT auditors and to authorize the REIT’s Trustees to fix their remuneration (see “Business to be Transacted at the Meeting – Appointment of Auditors” in the REIT’s Management Information Circular); and 4) TO TRANSACT such other business as may properly come before the Meeting or any adjournment thereof. Unitholders of record at the close of business on April 1, 2019, will be entitled to vote at the Meeting. Unitholders who wish to exercise their right to vote at the Meeting should follow the instructions provided below under the section entitled “Voting”. Notice-and-Access The REIT is using the “notice-and-access” system adopted by the Canadian Securities Administrators for the delivery of the Management Information Circular and related proxy materials (collectively, the “Meeting Materials”), together with the REIT’s annual report in respect of fiscal 2018, which comprises the REIT’s audited consolidated financial statements for the period from April 24, 2018 (date of formation) to December 31, 2018 and the management’s discussion and analysis related thereto. Under notice-and-access, on or about April 23, 2019, the REIT will send to Unitholders of record as of the close of business on April 1, 2019 a Notice and Access Notification (the “Notice”) containing instructions on how to access the REIT’s Meeting Materials electronically. This Notice, which will be sent together with a proxy or voting instruction form, also provides instructions on how to vote and will include instructions on how to receive a paper copy of the Meeting Materials by mail. The principal benefit of the notice-and-access system is
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