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Genivar Income Fund GENIVAR INCOME FUND NOTICE OF ANNUAL AND SPECIAL MEETING OF VOTING UNITHOLDERS to be held on May 27, 2010 and MANAGEMENT INFORMATION CIRCULAR with respect to a PLAN OF ARRANGEMENT Involving GENIVAR INCOME FUND, GENIVAR INC., GENIVAR OPERATING TRUST, GENIVAR GP INC., GENIVAR LIMITED PARTNERSHIP, GENIVAR CONSULTANTS LIMITED PARTNERSHIP, GENIVAR ONTARIO INC. and GENIFINANCE (2006) INC. This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your professional advisor. If you require more information with respect to voting your securities of GENIVAR Income Fund, please contact CIBC Mellon Trust Company at 1-800-387-0825. April 15, 2010 April 15, 2010 Dear Voting Unitholders: You are invited to attend the annual and special meeting (the "Meeting") of holders (the "Voting Unitholders") of units ("Units") and special voting units of GENIVAR Income Fund (the "Fund") to be held at the McCord Museum (J. Armand Bombardier Hall), situated at 690, Sherbrooke Street West, Montreal, Québec on May 27, 2010 at 10:00 a.m. At the Meeting, you will be asked to consider a proposed arrangement (the "Arrangement") pursuant to which the Fund will convert from an income trust structure to a publicly traded corporation and will combine with GENIVAR Inc. GENIVAR Inc. is a holding corporation through which its shareholders, all of which are employees of the Fund's subsidiaries, hold a 33.35% indirect interest in the Fund. GENIVAR Inc. does not carry on any business or activities and, except for its interest in the Fund, does not have material assets or liabilities. In addition, the annual meeting business of the Fund will also be conducted at the Meeting, including (a) the placement before Voting Unitholders of both the audited financial statements of the Fund for the year ended December 31, 2009 and the auditor's report thereon; (b) the election of the trustees of the Fund (the "Fund Trustees"), trustees of GENIVAR Operating Trust (the "Trustees") and the directors of GENIVAR GP Inc. (the "GP Directors") who will serve until the effective date of the Arrangement or, if the Arrangement is not completed, until the end of the next annual meeting of the Voting Unitholders or until their successors are appointed; (c) the appointment of the auditors of the Fund; and (d) the consideration of such other business, if any, that may properly come before the Meeting or any adjournment thereof. As you know, on April 15, 2010, the Fund and GENIVAR Inc. entered into an arrangement agreement, which was unanimously approved by the Fund Trustees (with interested trustees abstaining) pursuant to which they have proposed to implement the Arrangement. If approved, the Arrangement will result, on or about January 1, 2011 (the "Effective Date"), in the reorganization of the Fund's income trust structure into a public corporation to be named "GENIVAR Inc." ("New GENIVAR") and the combination of the Fund with GENIVAR Inc. Pursuant to the Arrangement, holders of Units will receive, for each Unit held, one common share of New GENIVAR (a "New GENIVAR Share") and the shareholders of GENIVAR Inc. (the "Shareholders") will receive, for each common share of GENIVAR Inc. held immediately prior to the Effective Date (but after the split contemplated in the Arrangement), 0.8929 New GENIVAR Share. As of the date hereof, the Shareholders hold a 33.35% indirect interest in the Fund and holders of Units hold a 66.65% direct interest in the Fund. On completion of the Arrangement, Shareholders are anticipated to own approximately 30.89% of New GENIVAR and the holders of Units are anticipated to own approximately 69.11% of New GENIVAR. The aggregate ownership percentage of each of the Shareholders and holders of Units will be adjusted depending on the adjusted net asset value of GENIVAR Inc. as of December 31, 2010. It is not expected that any such adjustment will be material to the aggregate ownership percentage of New GENIVAR by holders of Units. A press release will be issued by the Fund on December 31, 2010 setting out the amount of any such adjustment and its impact on the aggregate ownership of New GENIVAR by holders of Units and Shareholders. See "The Arrangement" in the body of the accompanying management information circular (the "Circular") of the Fund. In conjunction with the consideration of the Arrangement, Voting Unitholders will also be considering and voting upon the approval of a long-term incentive plan for New GENIVAR, as more particularly described in the accompanying Circular. The proposed reorganization of the Fund's income trust structure into a public corporation and the combination of the Fund with GENIVAR Inc. is primarily the result of (i) changes to Canadian federal income tax legislation relating to specified investment flow through trusts ("SIFTs") that were announced on October 31, 2006 and the subsequent limitations placed on SIFTs, which evidenced the intention of the Department of Finance to eliminate the benefit of the public income trust market and (ii) the willingness of the board of Fund Trustees and the board of directors of GENIVAR Inc. to simplify and consolidate the structure of the Fund and GENIVAR Inc. In approving the Arrangement and making its recommendation, the board of Fund Trustees has considered a number of factors including the following considerations and anticipated strategic benefits of the Arrangement: (a) the Arrangement will (i) simplify the business structure and provide a structure similar to other publicly traded industry participants, (ii) simplify the structure for future acquisitions, and (iii) provide for a more straightforward corporate structure for the negotiation of operational contracts; (b) the Arrangement will lead to a simplified capital structure; (c) the Securityholders' Agreement (as defined in the Circular) will be terminated and, accordingly, there will no longer exist any right of GENIVAR Inc. to appoint members to the board of Fund Trustees, the board of Trustees and the board of GP Directors; (d) the federal government's decision to effectively eliminate the benefits of the income trust structure; (e) New GENIVAR will implement a dividend policy which is expected to provide an attractive return to shareholders of New GENIVAR; (f) New GENIVAR will be managed by the same experienced team of professionals that have demonstrated their ability to efficiently manage the operations of the operating subsidiaries of the Fund and to deliver on development and acquisition opportunities; (g) the exchange of Units for New GENIVAR Shares pursuant to the Arrangement will be completed on a tax-free "rollover" basis for Canadian federal tax purposes; (h) the Shareholders are expected to enter into lock-up agreements with New GENIVAR; (i) the Arrangement must receive the appropriate approval from the Voting Unitholders and the Shareholders and approval from the Superior Court of Québec in order to become effective; and (j) the Fairness Opinion (as defined below) was delivered to the board of Fund Trustees and the special committee of the board of Fund Trustees (the "Special Committee") and the Valuation (as defined below) was delivered to the Special Committee. After the completion of the Arrangement, it is anticipated that New GENIVAR will implement a dividend policy whereby it will initially pay a quarterly dividend of $0.375 ($1.50 per annum) per New GENIVAR Share. Provided the Arrangement is approved by holders of Units at the Meeting, the first quarterly dividend is anticipated to be declared in respect of the quarter ended March 31, 2011 and paid on or about April 15, 2011. Any decisions to pay dividends on the New GENIVAR Shares will be made by the board of directors of New GENIVAR based on, among other things, New GENIVAR's earnings, financial requirements for New GENIVAR's operations, the satisfaction of applicable solvency tests for the declaration and payment of dividends and other conditions existing from time to time. As such, the board of directors of New GENIVAR will have the entire discretion to modify the dividend policy from time to time. As a result, no assurance can be given as to whether New GENIVAR will pay dividends, or the frequency or amount of any such dividend. The resolution approving the Arrangement and related matters (the "Arrangement Resolution") must be approved by not less than sixty-six and two-thirds percent (66⅔%) of the votes cast by the Voting Unitholders present in person or by proxy at the Meeting and by a majority of votes cast by the holders of Units after excluding Units beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining minority approval pursuant to Multilateral Instrument 61-101 — Protection of Minority Securityholders in Special Transactions ("MI 61-101"). GENIVAR Inc. and each of the members of the board of Fund Trustees, the board of Trustees, the board of GP Directors and each of the executive officers of GENIVAR Limited Partnership, holding in the aggregate 33.433% of the Voting Units, have indicated they intend to vote all of their Voting Units in favour of the Arrangement. Blair Franklin Capital Partners Inc. provided the board of Fund Trustees and the Special Committee with a fairness opinion ("Fairness Opinion") which indicates that the consideration to be offered to the holders of Units pursuant to the Arrangement is fair, from a financial point
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