August 19, 2019

Dear Shareholder,

This email is to inform you that the notice of the annual meeting and information circular package is expected to be mailed out to shareholders this week.

As a reminder, the annual meeting will be held at 1:00 PM MT on Saturday, September 14, 2019, in the Piper Ballroom located inside the Royal Hotel Edmonton Airport in Leduc, AB.  The specific details of the matters proposed to be put before the meeting are set forth in the management information circular packages that you will be receiving.

Thank you and we look forward to seeing you at the upcoming meeting.  If you have any questions, please contact SAGE at 403-478-9661 or by email at info@sageproperties.ca.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

July 15, 2019

Dear Shareholder,

We would like to take this time to present you with the following updates for Sage Properties Corp. (“Sage”).

A. STRATEGIC PLAN UPDATE – ANNUAL GENERAL MEETING (AGM)
Sage has hired an advisory firm to assist with the development of Sage’s divestiture strategy. The board will be providing a further update to its shareholders regarding the plan at its AGM which will be held at the Executive Royal Inn, Leduc, Alberta on September 14, 2019.  Further details, including the information circular, will be mailed to shareholders this August.

B. PRINCE OF PEACE LUTHERAN SCHOOL (“POP School”)
As a purchase agreement with Rocky View Schools (RVS) was not attained, Sage commenced marketing of the school through a direct mailing campaign to educational institutions throughout Alberta. As a result of the campaign, Sage has engaged with several interested parties, including organizing tours of the property. Please note that RVS new lease agreement for the POP School comes into effect on September 1, 2019. The new lease includes an 18-month termination clause for either RVS or Sage.

C. UTILITIES OWNERSHIP
Over the past year, Sage and the Prince of Peace Village condominium board (“the Village”) held discussions to try to come to a resolution on the utility ownership issues. Unfortunately, a resolution was not obtained and so on April 5, 2019, a court date was scheduled to obtain the court’s assistance to resolve the issues. Prior to the court date, the Village hired new legal counsel who requested a postponement of the court date. Sage agreed to the Village’s request and a new court date is scheduled for August 8, 2019.

D. ALBERTA UTILITIES COMMISSION – RULE 11 WATER APPLICATION
On June 28, 2019, Sage Water Services Corp. (“Sage Water”) submitted a water rate application (the “Application”) to the Alberta Utilities Commission (the “AUC”) to increase its water rates and stabilize its water business operations. The water application forms part of the AUC Rule 11 process, details of which can be found online at www.auc.ab.ca 

E. SUBDIVISION
Sage is in on-going discussions with Rocky View County regarding subdivision.  Based on feedback received from the county, Sage is currently developing a revised proposal with its urban planner, IBI Group, to proceed with the next steps in its subdivision application.
 
F. EMPLOYEE UNIONIZATION
On June 4, 2018, Sage received notice that over 65% of its auxiliary nursing care staff were in favour of unionization and the Alberta Labour Relations Board issued a union certification to the Canadian Union of Public Employees (CUPE). After close to a year of negotiations with CUPE, Sage is pleased to report that both the Board and 100% of Sage’s auxiliary nursing care staff voted to ratify the collective agreement this past May.

If you have any questions or concerns, please contact Sage at (403) 478-9661 or at info@sageproperties.ca

Sincerely yours,

Signed “Sandra Jory”

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

May 3, 2019

Dear Shareholder,

We would like to take this time to present you with the following updates for Sage Properties Corp. (“Sage”).

SEPTEMBER 2019 ANNUAL GENERAL MEETING (AGM) AND ELECTION OF DIRECTORS

The board of directors (“the Board”) would like to thank its shareholders for the feedback received at the 2018 AGM on the process of electing directors. You may recall for past AGMs, the Board put forward a slate of six directors and shareholders had the option to vote “for” or “withhold” for the group of six directors. Based on the feedback received for the 2019 election of directors, the Board will make a recommendation for the election of at least six and up to eight board members and shareholders will then have the option to vote “for” or “withhold” for each individual director (rather than voting for as a group). Please note that shareholders will be receiving the official notice of the 2019 AGM accompanied by an information circular, this summer.

DIRECTOR NOMINEES

The Board is responsible for regularly reviewing the governance needs of Sage, including evaluating the current director’s skill sets and determining if any additional skills are required to execute its mandate. As part of this review, the Board is seeking to supplement the existing complement of expertise with a new Director who has a background in one or more of the following areas: utilities, audit committee experience, and legal expertise. The Board is interested in hearing from the shareholder community with nominations of any individuals with proficiency in these areas. To be considered for inclusion in the information circular and proxy statement of Sage to be sent out in connection with the AGM, nominating shareholders must provide written notice to Sage’s Governance Director, Mr. Reginald Zotzman, at info@Sageproperties.ca or to Suite 410 – 505 8th Avenue SW, Calgary, AB, T2P 1G2 setting forth:

  1. a)  the name and contact information of the nominee;
  2. b)  the principal occupation or employment of the nominee for the last five years as well as the nominee’s qualifications to serve as a director of Sage;
  3. c)  the number of Class A Common Shares which are which are owned beneficially or over which the proposed nominee exercises direction or control; and
  4. d)  any other matter the nominating shareholder believes would be of help to the Governance Director in determining the nominee’s qualifications to serve as a director of Sage.

Sage requests that nominating shareholders provide their Notices no later than May 24, 2019, to provide the Governance Director and the Board adequate time to review all nominations and conduct requisite interviews prior to the finalization of the information circular and proxy statement in respect of the Meeting.

Sage will also accept nominations from the floor at the AGM, but strongly encourages nominations in advance so shareholders are able to properly make an informed decision.

DIRECTOR COMPENSATION

In the spring of 2017, the Board hired HR consultant, the Wynford Group (“Wynford”), to provide a market recommendation for the compensation of its directors. At this time the board approved annual retainers of $50,000/year for the Board Chair and $20,000/year for each non-employee director. At this time, the Board deferred the decision for a variable compensation component until Sage’s mandate was selected by its shareholders at the special meeting held in May 2017. Subsequent to the selection of Sage’s mandate, the Board commenced work on a variable compensation structure with the goal of aligning the board’s interests with that of its shareholders (to maximize value of Sage). In the spring of 2018, the Board re-engaged Wynford, to work with the Board and shareholder consultation committee to make a market recommendation on the variable compensation of its Board members. After receiving both Wynford’s report and feedback from the shareholder committee, the Board approved the Director Compensation policy on January 10, 2019 (see attached policy). A summary of the compensation is as follows:

  • Annual retainer of Board Chair is $25,000 and non-employee directors is $10,000;
  • Annual retainers of $5,000 per year for certain board positions (i.e. Vice Chair of the Board, Chair of the Audit Committee, Corporate Governance Directors, Compensation Directors);
  • Meeting fees ranging from $750 to $1,500 for non-management Directors, and $1,500 to $3,000 for Chair of the Board;
  • A one-time incentive bonus payable for the achievement of Sage’s mandate.

The Board believes that the approved board compensation policy is appropriate given the current market for board compensation and gives Sage the ability to attract and retain qualified board expertise.

If you have any questions or concerns, please do not hesitate to contact me. Signed “Sandra Jory”

Sandra Jory, CPA, CA Board Chair
Sage Properties Corp.

March 18, 2019

March 18, 2019
 
Dear Shareholder,
 
On behalf of SAGE Properties Corp. (“SAGE”) and the Board of Directors (“Board”) of SAGE, we are pleased to provide you with an update on the following recent activities over the past few months.
 
FINANCIAL RESULTS FOR 10 MONTHS PERIOD ENDED JANUARY 31, 2019
Please be advised that these statements have not been audited or reviewed by SAGE’s auditors and are subject to change. The March 31, 2019, year-end financial statement audit will be performed by MNP LLP and will be presented to SAGE’s shareholders at the 2019 Annual General Meeting.
 
STRATEGIC PLAN UPDATES:
 A. PRINCE OF PEACE LUTHERAN SCHOOL – SCHOOL PROPERTY DISPOSAL – NOTICE OF PUBLIC CONSULTATION
Over the past 18 months SAGE and Rocky View Schools (“RVS”) have been in discussions regarding the future of the Prince of Peace Lutheran School (“the “School”) including the possible sale of the building.  In October 2018 RVS commenced a public consultation process to determine the future of the school and all stakeholders were encouraged to participate.  During this period, RVS and Sage continued discussions on future of the school and on March 7, 2019, RVS announced that they agreed to enter into a five-year lease. On March 14, 2019 SAGE and RVS duly executed and delivered the final form of lease with an 18 month termination clause. You can read more about the process and the decision by visiting http://www.rockyview.ab.ca/consultation
 
The Board is currently considering other alternatives with respect to the School’s disposal.

BUTILITIES OWNERSHIP AND VILLAGE NEGOTIATIONS 
SAGE and the Prince of Peace Village condo board (“the Village”) met regularly over this past summer and fall with hopes of working towards a resolution on outstanding issues, including the request that two easements related to the water utility be removed and replaced with a new easement written to better reflect the reality of SAGE’s utilities ownership and obligations as a service provider.SAGE and the Village are continuing discussions, and a court date has been set on April 5, 2019, requesting the discharge of the easements.

C. ALBERTA UTILITIES COMMISSION (AUC) – RULE 11 WATER APPLICATION 
Since submitting SAGE’s draft water application in November 2018 to the AUC for preliminary review, SAGE has been working through the feedback that it had received and expects to file the application within the next coming months to set its future water rates.

D.SUBDIVISION
SAGE is still working through the comments and conditions from Rocky View County that are specifically related to the waterline construction and the Master Site Development Plan.
 
BOARD MANDATE
Over the past couple months, the SAGE board approved and implemented a new board mandate and code of business conduct and ethics.  You can view a copy of these documents by visiting www.sageproperties.ca
 
If you have any questions, please contact SAGE at 403-478-9661 or by email at info@SAGEproperties.ca
 
Yours truly,
 
Sandra Jory, CPA, CA
Board Chair
SAGE Properties Corp

December 17, 2018

Dear Shareholder,

On behalf of Sage Properties Corp. (“SAGE”) and the Board of Directors (“Board”) of Sage, we are pleased to provide you with an update on our recent activities over the past few months.

FINANCIAL RESULTS FOR PERIOD ENDED SEPTEMBER 30, 2018
Please be advised that these statements have not been audited or reviewed by SAGE’s auditors and are subject to change. The March 31, 2019 year-end financial statement audit will be performed by MNP LLP and will be presented to SAGE’s shareholders at the 2019 Annual General Meeting.

STRATEGIC PLAN 
Management and the Board of SAGE have outlined the overall mission, vision, values, goals, and priorities for SAGE in a strategic plan.  The strategic plan helps management and the board to focus on key priorities and action steps need to achieve SAGE’s mandate.  A summary of the strategic plan at October 2018 has been enclosed for your information.

STRATEGIC PLAN UPDATES:
A. PRINCE OF PEACE LUTHERAN SCHOOL – SCHOOL PROPERTY DISPOSAL – NOTICE OF PUBLIC CONSULTATION
On Wednesday November 14, 2018, Rocky View Schools (“RVS”) held its first public meeting to discuss the future of the Prince of Peace Lutheran School.  This meeting is the first step in the RVS two month consultation process.  Sage’s Board Chair and Management attended this meeting and we encourage all stakeholders to participate in the RVS consultation process.  The times and dates for the consultations can be found by visiting http://www.rockyview.ab.ca/consultation.

Discussions continue with RVS for the purchase and/or ongoing lease of the School.  SAGE is committed to working towards a solution with RVS and is willing to explore every opportunity to keep the School open for the mutual benefit of all stakeholders. 

B. SUBDIVISION
SAGE submitted a formal application for subdivision to Rocky View County (“RVC”) on March 29, 2018.SAGE received comments back from RVC and is working through the conditions specifically related to the waterline construction and the Master Site Development Plan. SAGE is expecting to submit the final subdivision application to Council for approval within the next coming months.   Once the final subdivision approval is received by RVC, SAGE will then be required to meet subdivision conditions and submit a development agreement to RVC.

C. UTILITIES OWNERSHIP AND VILLAGE NEGOTIATIONS SAGE submitted a formal application to the Court of Queen’s Bench of Alberta this past spring, requesting that two easements related to the water utility be removed and replaced with a new easement written to better reflect the reality of SAGE’s utilities ownership and obligations as a service provider. Prior to the April 17, 2018 court hearing, the Village condominium board chair filed documents opposing the application to remove the easements.  On April 17, 2018, the court hearing was adjourned by Justice Romaine to allow for further discussions to take place between SAGE and the Village with the hope that a resolution on issues raised could be reached.   SAGE and the Village condo board have met regularly over this past summer and fall and are still working towards a resolution on outstanding issues.

D. ALBERTA UTILITIES COMMISSION (AUC) – RULE 11 WATER APPLICATION

In November 2018, SAGE completed and submitted its draft water application to the AUC for preliminary review and feedback under the AUC’s Rule 11 Process (for more details see http://www.auc.ab.ca/Shared%20Documents/rules/Rule011.pdf). The purpose of the application under Rule 11 is to assist SAGE with setting its future water rates in a cost effective manner.

DIRECTOR COMPENSATION
SAGE is committed to establishing and maintaining competitive compensation for its Board and employees. The Board has completed work on a final draft of a new Director Compensation policy and expects to approve the final policy in  January 2019.

The board and employees would like to wish you very Merry Christmas!  If you have any questions, please contact Sage at 403-478-9661 or by email at info@sageproperties.ca

Yours truly,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

October 26, 2018

October 26, 2018

Dear Shareholder,

Prince of Peace School – School Closure – Notice of Public Consultation

 On Thursday October 18, 2018, the Rocky View School District (RVSD) issued a letter to the parents of Prince of Peace Lutheran School advising that a public consultation process would be commencing in November 2018 to explore the future of the Prince of Peace Lutheran School program in accordance with Alberta Education’s School Closure Regulations.  Note that a copy of the letter can be found at http://www.rockyview.ab.ca/consultation/parent-letter-prince-of-peace-consultation-notice/view).

Discussions are ongoing with RVSD for the purchase and/or ongoing lease of the school.  Sage would like to advise our stakeholders that the Sage Board of Directors is committed to working towards a solution with RVSD and is willing to explore every opportunity to keep Prince of Peace School open for the mutual benefit of all stakeholders.  We encourage all stakeholders to participate in the consultation process.  The times and dates for the consultation can be found at http://www.rockyview.ab.ca/consultation.

If you have any questions pertaining to any of the above information relayed in this letter, please contact the Sage office either by email at info@sageproperties.ca or phoning (403) 478-9661.

Sincerely yours,

Sandra Jory, CPA, CA

Board Chair

Sage Properties Corp.

sandra.jory@sageproperties.ca

 

CC:       Larry Paul, Assistant Superintendent, Rocky View Schools

Todd Brand, Board Chair, Rocky View Schools

September 11, 2018

Dear Shareholder:

I am pleased to advise you that the following individuals were elected to the Board of Directors of Sage Properties Corp. (“Sage”) at the Annual General Meeting on September 7, 2018 (“AGM”):

Sandra Jory                 Irfhan Rawji

Ralph Huizinga           Murray Warnke

Scott McCorquodale   Reginald Zotzman

The special resolutions to amend the articles to increase the maximum number of directors from six to eight and to amend the by-laws of Sage to lower the quorum requirement to 25% were also approved.

Prior to the AGM and at the AGM, a former director, Mr. Nielsen, and some shareholders expressed concerns regarding the Board’s working relationship with our Chief Executive Officer (“CEO”), Scott McCorquodale and with board compensation.  Please be assured that the SAGE Board of Directors, including its Chair, is united both in support of the CEO and with regard to key business issues facing the corporation and the strategic direction of Sage.  Moreover, we take shareholder concerns seriously and are committed to working with management, led by our CEO, to achieve the best possible results for Sage and all of its stakeholders.

If you have any questions or concerns please do not hesitate to contact me.

Yours truly,

 

Sandra Jory, CPA, CA

Board Chair

Sage Properties Corp.

sandra.jory@sageproperties.ca

(780) 686-2441

August 24, 2018

Dear Shareholder,

As the date of Sage’s AGM quickly approaches, SAGE would like to encourage ALL shareholders to submit their proxy form in advance of the meeting (no later than Wednesday, September 5, 2018, at 1:00PM MDT) even if you’re planning on attending the meeting in person.  In the event that you are unable to attend the meeting, this will ensure that your vote and participation still count.

There have been some questions on how to fill out the form of proxy and the different options for submission. Options for submission are as follows:

By Internet:

You can submit your form of proxy directly online at www.alliancetrust.ca/shareholders by using your 12 digit control number located at the bottom of your proxy

By Mail:

Alliance Trust Company
1010, 407 2nd Street SW
Calgary, AB
T2P 2Y3

By Fax:

403-237-6181

For Churches/Organizations/Corporations:

If any of these groups want to have someone attend and vote in person, you must sign the proxy as the holder of the shares, follow the same process of striking out the two management names, and insert the name of the person who will attend as the proxy appointee.  Furthermore,  the organization can either allow the proxy appointee the discretion to vote as he/she sees fit or complete the proxy ahead of time.

As a reminder, shareholders that are considered one of these mentioned groups must submit their proxies in advance of the meeting, no later than Wednesday, September 5th at 1:00 PM MDT. The person filling out the form of proxy must have signing authority (ie. president, treasurer, etc.) and we have attached an example of how this form should be filled out which you can view by clicking here.

If you have any further questions or need assistance filling out the form, please email info@sageproperties.ca or phone SAGE directly at 403-478-9661.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

August 21, 2018

Dear Shareholder,

This email is to confirm that the notice of the annual meeting and information circular package was successfully mailed on Friday, August 17, 2018, by Alliance Trust Company.  You should expect to receive these in the mail this week. If you have not received your package by Friday, August 24, 2018, please email info@sageproperties.ca as soon as possible.

As a reminder, the annual meeting will be held at 1:00PM MDT on Friday, September 7, 2018  in the Lancaster Ballroom located inside the Executive Royal Hotel Edmonton Airport in Leduc, AB.  The purpose of the meeting is for shareholders to:

  1. receive and consider Sage’s financial statements for the fiscal period ended March 31, 2018, together with the report of the auditors;
  2. elect six directors;
  3. appoint the auditors and authorize the directors to fix the auditors remuneration;
  4. consider, and if thought advisable, with or without variation, to approve a special resolution to amend the articles of the Sage to:
    1. (a)  increase the maximum number of directors from six (6) to eight (8);
    2. (b)  add a minimum number of directors of six (6);
    3. (c)  permit the directors of Sage, between annual general meetings, to appoint one or more additional directors of Sage to serve until the next annual general meeting, with such number of additional directors not to exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of Sage, the full text of which is set forth in Appendix A to the accompanying Information Circular;
  5. consider and, if thought advisable, with or without variation, to approve a special resolution to lower the quorum requirement for Shareholder meetings in the By-Laws of the Sage from 50% of the Shares entitled to be voted at such meeting to 25% of the Shares entitled to be voted at such meeting being present in person or by proxy, the full text of which is set forth in Appendix B to the accompanying Information Circular; and
  6. transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the meeting are set forth in the management information circular packages that you will be receiving. 

The proxy submission deadline is Wednesday, September 5th at 1:00 PM MDT.  Your proxy must be received by Alliance Trust Company at 1010, 407 – 2nd Street SW, Calgary, Alberta T2P 2Y3 or, alternatively, by facsimile to 403-237-6181 prior to the Proxy Deadline. Alternatively, you may vote by internet using the 12 digit control number located at the bottom of your proxy at www.alliancetrust.ca/shareholders or by facsimile to 403-237-6181.

Thank you and we look forward to seeing you at the upcoming meeting.  If you have any questions, please contact SAGE at 403-478-9661 or by email at info@sageproperties.ca.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

Sept 7, 2018 – Notice of Annual Meeting

Notice of Annual and Special Meeting of Shareholders to be held on Friday, September 7, 2018

The annual and special meeting (the “Meeting“) of the (the “Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage“) will be held in the Lancaster Ballroom located at the Executive Royal Hotel Edmonton Airport, 8450 Sparrow Dr, Leduc, AB, T9E 7G4 on Friday, September 7, 2018 at 1:00 pm (Mountain Daylight Time) to:

  1. receive and consider Sage’s financial statements for the fiscal period ended March 31, 2018, together with the report of the auditors;
  2. elect six directors;
  3. appoint the auditors and authorize the directors to fix the auditors remuneration;
    1. (a)  increase the maximum number of directors from six (6) to eight (8);
    2. (b)  add a minimum number of directors of six (6);
    3. (c)  permit the directors of Sage, between annual general meetings, to appoint one or more additional directors of Sage to serve until the next annual general meeting, with such number of additional directors not to exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of Sage, consider, and if thought advisable, with or without variation, to approve a special resolution to amend the articles of the Sage to the full text of which is set forth in Appendix A to the accompanying Information Circular;

       

  4. consider and, if thought advisable, with or without variation, to approve a special resolution to lower the quorum requirement for Shareholder meetings in the By-Laws of the Sage from 50% of the Shares entitled to be voted at such meeting to 25% of the Shares entitled to be voted at such meeting being present in person or by proxy, the full text of which is set forth in Appendix B to the accompanying Information Circular; and
  5. transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular (“Information Circular“) accompanying this notice.

Each Share entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting and each Shareholder shall be permitted to vote their Shares, or any portion thereof, in favour of each of the resolutions that are considered at the Meeting.

The record date (the “Record Date“) for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is August 14, 2018. Only Shareholders whose names have been entered in the register of Shareholders on the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a holder of Shares transfers the ownership of any Shares after the Record Date and the transferee of such Shares establishes ownership of such Shares and demands, not later than ten (10) days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote such Shares at the Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement 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 enclosed proxy must be received by Alliance Trust Company, 1010, 407 2nd Street SW, Calgary, Alberta, T2P 2Y3. Alternatively, you may vote by internet using the 12 digit control number located at the bottom of your proxy at www.alliancetrust.ca/shareholders or by facsimile to 403-237-6181 at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. A person appointed as a proxyholder need not be a Shareholder. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form(s).

Dated at the City of Leduc, in the Province of Alberta, this 8th day of August, 2018.

Yours very truly,

(signed) “Sandra Jory”
Sandra Jory
Chair of the Board of Directors Sage Properties Corp.