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Notice of Annual General Meeting of Unitholders and Management Information Circular to Be Held on May 11, 2021

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Notice of Annual General Meeting of Unitholders and Management Information Circular to Be Held on May 11, 2021 NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS AND MANAGEMENT INFORMATION CIRCULAR TO BE HELD ON MAY 11, 2021 Table of Contents NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS ............................................. 1 GENERAL PROXY INFORMATION ........................................................................................... 4 Solicitation of Proxies ............................................................................................................. 4 QUESTIONS AND ANSWERS ON ATTENDING AND VOTING AT THE MEETING .............. 4 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ...................... 9 BUSINESS TO BE TRANSACTED AT THE MEETING .............................................................. 9 1. Financial Statements ....................................................................................................... 9 2. Election of Trustees ........................................................................................................10 3. Appointment of Auditors .................................................................................................18 4. Approval of Equity Incentive Plan ...................................................................................18 BOARD OF TRUSTEES AND COMMITTEES ..........................................................................19 Board of Trustees ..................................................................................................................19 Mandate of the Board of Trustees ......................................................................................19 Board Independence ..........................................................................................................19 Standard of Care and Duty ................................................................................................20 Meetings of Independent Directors.....................................................................................20 Board and Committee Leadership ......................................................................................20 Relationship of the Board of Trustees and Management ....................................................22 Committees of the Board .......................................................................................................22 Compensation, Governance and Nominating Committee ...................................................22 Audit Committee ................................................................................................................25 Orientation and Continuing Education ...................................................................................26 Nomination of Trustees .........................................................................................................26 Nomination Rights ..............................................................................................................26 Skills ......................................................................................................................................27 Definition of skills and competencies: .................................................................................28 Board Evaluation ...................................................................................................................28 Trustee Minimum Unit Ownership Guidelines ........................................................................29 Board Tenure, Term Limits, Trustee Retirement and Other Mechanisms of Board Renewal .29 2020 Trustee Attendance ......................................................................................................30 Trustee Compensation ..........................................................................................................30 Equity Plan ............................................................................................................................31 Pension Plan .........................................................................................................................31 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ..................................................31 i Penalties or Sanctions .......................................................................................................31 Individual Bankruptcies ......................................................................................................31 Corporate Cease Trade Orders and Bankruptcies .............................................................32 Financial Literacy ..................................................................................................................33 Risk Management Oversight .................................................................................................33 GOVERNANCE POLICIES .......................................................................................................33 Ethical Business Conduct ......................................................................................................33 Diversity Policy ......................................................................................................................34 Meaning of Diversity ..........................................................................................................34 Application of the Diversity Policy to the Board ..................................................................34 Application of the Diversity Policy to Executive Management .............................................35 Majority Voting Policy ............................................................................................................35 Director / Trustee Interlocks ...................................................................................................36 Environmental, Social and Governance .................................................................................36 Environmental ....................................................................................................................36 Social .................................................................................................................................36 Governance .......................................................................................................................36 Related Party Transactions ...................................................................................................37 Unitholder/Investor Communications Policy and Feedback ...................................................37 REPORT ON EXECUTIVE COMPENSATION ..........................................................................37 Compensation Discussion and Analysis ................................................................................37 Principal Elements of Compensation .....................................................................................38 Base Salaries ........................................................................................................................38 Annual Cash Bonuses ...........................................................................................................38 Incentive Compensation Plans ..............................................................................................38 Compensation Risk ...............................................................................................................38 Purchase of Securities ...........................................................................................................39 Pension Plan .........................................................................................................................39 Summary Compensation Table .............................................................................................39 Clawback Provision ...............................................................................................................40 Minimum Unitholding Requirement for Officers ......................................................................40 Employment Agreements ......................................................................................................40 Chief Executive Officer .......................................................................................................40 Position Description for the CEO ...........................................................................................41 Chief Financial Officer ........................................................................................................42 Chief Investment Officer .....................................................................................................43 ii Termination Benefits ..............................................................................................................44 Omnibus Equity Incentive Plan ..............................................................................................45 Outstanding Unit Based Awards at December 31, 2020 ........................................................50 Securities Issued Under Equity Plans ....................................................................................50 Succession Plans for the Chief Executive Officer and Management Team ............................50 Interest of Informed Persons in Material Transactions ...........................................................50 Indebtedness of Trustees, Executive Officers and Senior Officers .........................................50
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