Dear Shareholder,

You are invited to attend the annual meeting (the “Annual Meeting“) of the holders (“Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage” or the “Corporation“) to be held at the Banquet Room located in the Manor, 285030 Luther Rose Boulevard N.E., Calgary, Alberta on Friday, September 29, 2017 at 10:00 a.m. (Mountain Daylight Time). A map of the location of the Annual Meeting is enclosed.

You will find enclosed the Notice of Annual Meeting, the management information circular for the Annual Meeting and the audited financial statements of Sage as at and for the 218 day period ending March 31, 2017 (“Audited Financial Statements“).

On behalf of the board of directors (“Board“) of Sage we are pleased to provide you with the following summary of Sage’s development.

Background

On January 23, 2015, the Lutheran Church – Canada, the Alberta – British Columbia District (“District“), Encharis Community Housing Services (“ECHS“) and Encharis Management Support Services (“EMSS“) obtained an initial order under the Companies’ Creditors Arrangement Act, which granted them the authority to file with the Alberta Court of Queen’s Bench (“Court“) plans of compromise and arrangement with respect to the business, assets, liabilities and employees of the District, ECHS and EMSS. On February 16, 2016, the District filed a plan of compromise and arrangement (the “District Plan“). The District Plan was approved by the eligible affected creditors on June 10, 2016 and was subsequently sanctioned by the Court on August 2, 2016.

Formation of Sage

On August 26, 2016, Sage was incorporated under the Business Corporations Act (Alberta) and was organized with certain By-Laws and Articles as prescribed by the District Plan. Effective October 31, 2016 (the “Reorganization Date“), as a result of a tax restructuring plan completed pursuant to the Plans, certain district depositors and other affected creditors received their pro-rata share portion of the Shares and Sage acquired the operating assets and business of ECHS and EMSS, which consisted of the senior care building facilities of the Harbour and Manor, a school and raw land, all located at the Prince of Peace Development in Rocky View County, Alberta (“Core Assets“).

Preparation for Special Meeting of the Shareholders May 26, 2017

In accordance with its By-Laws, Sage was required to hold a special meeting (the “Special Meeting“) of Shareholders whereby Sage was required to report to the Shareholders on all reasonable commercial options available to Sage to maximize the value of the Core Assets for the benefit of the Shareholders. Management and the Board began their review of the assets comprising the Prince of Peace Development immediately following the Reorganization Date. From the Reorganization Date to the date of Special Meeting, management performed extensive due diligence work to understand the assets of Sage. The Board oversaw this work through multiple formal and informal meetings with a focus on understanding the nature, quality and characteristics of and potential value enhancement opportunities associated with the Prince of Peace Development.

In addition to assisting with the aforementioned review, management of Sage undertook or completed a number of matters required to transition the management of the Prince of Peace Development to Sage and to improve the operations and profitability of the Prince of Peace Development, including, but not limited to:

• established a tax agent for the assessment of property tax liability and potential appeal of same;
• identified key consultants to assist in the subdivision of the Prince of Peace Development and the assessment of potential infrastructure work;
• established a cost effective monthly information technology program with secured database and back-up;
• established new providers for property services, resulting in building cost efficiencies;
• established an arrears collection process for accounts receivable;
• negotiated and executed a new lease on the School with The Board of Trustees of Rocky View School Division No. 41;
• identified urgent building maintenance;
• commissioned an appraisal of the School;
• established key business processes and financial controls, such as banking, approval expenditure limits, data retention, share transfer and corrections, insurance risk review, and tax compliance;
• established a communication framework for handling and responding to Shareholder inquiries and ensuring accessibility by way of a website, email and phone;
• commenced the mapping of building services among the various properties comprising the Prince of Peace Development;
• commissioned real property reports on the property comprising the Prince of Peace Development;
• reduced the water delivery rate to the Prince of Peace Development; and
• assessed and reduced redundancies in the provision of certain services to the Prince of Peace Development. As noted in the Audited Financial Statements, Sage incurred significant professional fees during this initial phase of its operations. In addition to fees associated with completing a number of tasks related to the reorganization and the commencement of operations, these professional fees were associated with preparing for the Special Meeting including completing a thorough analysis of Sage’s assets, ensuring the Board and management were fully informed on all reasonable commercial options, assessing various commercial options that were presented, presenting the best possible information to Shareholders and ensuring that Sage was fulfilling its obligations in accordance with its Articles and By-Laws. Management and the Board recognize the significant cost of these fees and are committed to ensuring that expenditures are being responsibly incurred, with the end goal of maximizing value for the Shareholders.

Results of Special Meeting held on May 26, 2017

After the extensive and thorough review of the commercial options available to Sage, management and the Board prepared a detailed information package, including a management information circular dated April 21, 2017, presenting the reasonable commercials options to the Shareholders for their consideration at the Special Meeting.

On May 26, 2017, Sage held the Special Meeting and Commercial Option B, “the sale of some or all of the assets of the Corporation or the sale of the Corporation as a whole, after subdivision and emancipation of shared services without assuming debt exceeding the Debt Limit“, was approved by over 67% of Shareholders who voted at the Special Meeting.

Following the Special Meeting, management and the Board has been working methodically and diligently towards developing a 36 month strategic plan, with the objective to deliver on the mandate of Commercial Option B and maximizing value for the Shareholders.

New Director Selection

Subsequent to the Special Meeting, in conjunction with the development of the strategic plan, the Board performed an evaluation of its current Board members and identified certain desired skills and experience that would strengthen the existing Board and successfully deliver on the mandate of Commercial Option B. At this time, Myron Yurko, advised that he would not be putting his name forward to continue on the Board, which, along with one existing vacancy, meant there were two Board positions that needed to be filled. The Board invited Shareholders and relevant industry professionals to express interest in joining the Board and evaluated candidates that were submitted. Eight candidates were nominated and five were given first interviews. A short list of candidates was refined and then a second round of interviews was conducted. The final two new director nominees, Irfhan Rawji and Ralph Huizinga, were selected out of this process based on their ability to complement the skills of the existing Board members, contribute to the business of Sage and, most importantly, deliver value to Shareholders. Management and the Board are excited to present this Board slate for election at the Annual Meeting of Shareholders to be held September 29, 2017 and are confident its new directors are committed to Sage and the mandate selected by its Shareholders. We thank Myron Yurko for his service to Sage and appreciate his willingness to serve.

On behalf of the Board, I would like to express our gratitude for the support and patience that you as Shareholders have demonstrated.

Yours very truly,

(signed) “Sandra Jory” Sandra Jory
Chairman
Sage Properties Corp.

Dear Shareholder,

On behalf of the board and management of Sage Properties Corp. (“SAGE” or the “Company”) we are pleased to provide you with an update on recent activities and developments at SAGE.

Health Quality Council of Alberta (“HQCA”) Supportive Living Survey Results

We are pleased to share the positive results of the Supportive Living Survey conducted by the HQCA, which ranked SAGE’s Prince of Peace Manor and Harbour 2^nd and 3^rd, respectively, by family members of the residents of 25 separate facilities in the Calgary area. We are extremely pleased with these results and would like to recognize the excellent efforts of our operator, Verve Senior Living.  Click here to see the CBC article on the Supportive Living Survey.

Update from May 26, 2017 Special Shareholder Meeting (the “May Meeting”)

Thank you again to all of the shareholders who participated in selecting a mandate for the future of SAGE.  The majority of shareholders (67%) who voted at the May Meeting selected Commercial Option B which calls for the future sale of some or all of the assets of SAGE or the Company as a whole after subdivision of SAGE properties and emancipation of shared services, without incurring debt in excess of the debt limit in SAGE’s Articles of Incorporation.  Since the meeting, SAGE has taken steps to deliver on this mandate, including undertaking:

• A detailed legal review of SAGE’s utilities, to ensure that SAGE is establishing the proper operations and accounting for the various water/sewer utilities systems that service SAGE’s properties and our neighbors’ properties. This review will help SAGE develop a plan for the future operations of the water/sewer utilities.
• A phase 1 environmental assessment on SAGE’s properties to outline any site environmental liabilities.
• Continuing to refine and develop our long-term strategic plan to execute Commercial Option B to maximize value for shareholders.

Annual Meeting of SAGE Shareholders (the “Annual Meeting”)

The Annual Meeting is expected to be held on Friday, September 29, 2017 at the Prince of Peace site. The purpose of the Annual Meeting is to:

1. receive and consider SAGE’s financial statements for the fiscal period ended March 31, 2017, together with the report of the auditors (the “Financial Statements”);
2. elect the Board of Directors; and
3. appoint the auditors of SAGE and authorize the directors to fix their remuneration as such.

The Financial Statements, along with a formal notice of the Annual Meeting and the accompanying management information circular and form of proxy is expected to be mailed to each shareholder of SAGE in early September 2017.

If you are unable to attend this meeting in person, there will be an opportunity for you to vote by proxy by mail, fax or online.  You will also be able to select a proxy (who does not need to be a shareholder) to attend and vote at the Annual Meeting on your behalf.  It is important to note that SAGE’s By-laws require a majority of shareholders of SAGE (i.e. shareholders representing at least 50% of the issued and outstanding shares of SAGE) be present in person or represented by proxy at the Annual Meeting to achieve quorum so we strongly encourage ALL shareholders to participate by attending the Annual Meeting or by submitting a proxy by mail, fax or online. If we do not meet this quorum requirement, the Annual Meeting will need to be called again at a later date at an additional expense to SAGE.

In preparation for the election of directors at the Annual Meeting, we have been conducting interviews to fill the one vacancy we currently have on the board of directors.  The Board is seeking to supplement its existing complement of expertise with a new member who has proficiency in one or more of the following areas: commercial/investment real estate, real estate development, utilities and/or large company board experience. We would like to thank shareholders who brought forward candidates who were part of this interview process.

SAGE Newsletters

In an effort to reduce mailing costs, SAGE will be posting all updates using electronic communication, both by email and by posting the information on our website. If you have not already done so please contact Laura Hristow at info@sageproperties.ca to confirm your email address.  If you prefer to receive a paper copy of updates please contact SAGE at 403-478-9661. Please note that formal notices of meetings, communications and information circulars will continue to be sent out by regular mail.

We look forward to seeing you at the upcoming Annual Meeting.  As discussed, the Annual Meeting requires the participation of greater than 50% of the shareholders of SAGE to achieve quorum, so your participation is both welcome and necessary. If you have any questions, please contact SAGE at 403-478-9661 or by email at info@sageproperties.ca

Sincerely yours, (signed)

(signed) “Sandra Jory”

Sandra Jory, CPA, CA

Chairman of the Board

Sage Properties Corp.

To view the full report from Deloitte with the attached court order, please click here

May 26, 2017
To: Shareholders of Sage Properties Corp.

Dear Sirs/Mesdames:
Re:Lutheran Church – Canada, the Alberta – British Columbia District et al

Court of Queen’s Bench Action No. 1501-00955 (the “CCAA Proceedings”)

As you are aware, Deloitte Restructuring Inc. is the Monitor of Lutheran Church – Canada, the Alberta – British Columbia District (the “District”), Encharis Community Housing and Services, Encharis Management and Support Services and Lutheran Church – Canada, the Alberta – British Columbia District Investments Ltd. This correspondence has been prepared pursuant to the Order of the Honourable Madam Justice Romaine pronounced May 25, 2017 (the “Order”), and has been approved by the Court of Queen’s Bench of Alberta (the “Court”) prior to its issuance. For your convenience, a copy of the Order is affixed to this correspondence as Appendix “A”.

The Monitor understands that on April 27, 2017, Sage Properties Corp. (“Sage“) mailed you a notice of meeting and management information circular in respect of today’s meeting of shareholders of Sage. The documents mailed by Sage were accompanied by a management form of proxy to be used to appoint proxies for the meeting.

In addition to Sage’s information circular and form of proxy, you also may have received communications from one or more of Georg Beinert, William Mulder, Allan Garber, Donald Specht, or Randy Kellen. The communications from those individuals may have constituted, among other things, direct or indirect attempts to solicit and collect proxies from Sage shareholders (the “Shareholders”) in relation to today’s meeting. This solicitation of proxies by this group, the communications and their surrounding circumstances and conduct is of concern to the Monitor.

The Monitor’s concerns arose from the duties that Messrs. Beinert and Mulder, as members of the District Representative Action Subcommittee (the “Subcommittee”), owe to those District depositors who have not opted out of the representative action proceedings and the potential that their communications and solicitation of proxies was in a conflict of interest with such duties. The Monitor is also concerned that personal information relating to District depositors may have been improperly used for the solicitation and counsel to the Subcommittee may have acted in conflict with the legal duties that he owed to the Subcommittee. Mr. Garber withdrew from his position as counsel to the Subcommittee late yesterday morning.

The Monitor wishes to clarify that none of the information that was provided to you by Messrs. Beinert, Mulder, Garber, Specht and/or Kellen has been authorized by the Court, the Monitor, or is otherwise sanctioned within the CCAA Proceedings.

As a result of those concerns, the Monitor brought an application before the Honourable Madam Justice Romaine yesterday, seeking advice and directions in relation to these matters. In support of that application, the Monitor prepared and provided its 28th Report to the Court, which is posted on the Monitor’s website and which explains the Monitor’s concerns in further detail.

In yesterday’s hearing, the Court also expressed its concerns, on a preliminary basis, in relation to this matter. Further, although Messrs. Specht and Kellen were not members of the Subcommittee, the Court was concerned that they may have improper access to District Depositors’ personal information, or that their solicitation efforts may be directly or indirectly related to those of Messrs. Beinert, Mulder and Garber.

As indicated in the attached Order, at yesterday’s hearing, the Court directed, among other things, that on an interim basis:

1. (a)  There shall be no further use by Messrs. Garber, Beinert, Mulder, Specht and/or Kellen of the list of the Shareholders of Sage, or the personal information relating to such Shareholders obtained from that list, without further order of this Court;
2. (b)  There shall be no further solicitation of votes and/or proxies by Messrs. Garber, Beinert, Mulder, Specht and/or Kellen in relation to Sage without further order of this Court;
3. (c)  This communication shall be provided to Shareholders;
4. (d)  Messrs. Beinert, Mulder and Garber are not authorized to make any written or oral submissions or statements at the Sage Shareholders meeting on behalf of the Subcommittee. Messrs. Beinert and Mulder remain free to make such submissions and statements in their personal capacity;
5. (e)  The Monitor shall reschedule its application for advice and directions before the Honourable Madam Justice Romaine on notice to all interested parties after the Subcommittee retains new legal counsel, at which time such application shall be determined on its merits; and
6. (f)  Any party may apply to set aside the attached Order upon providing the Monitor and all other interested parties with five (5) days notice of such application.

These directions are only interim in nature, and are designed to ensure that today’s meeting of Sage Shareholders proceeds as planned without interference and with less confusion for all interested stakeholders. Messrs. Garber, Beinert, Mulder, Specht and/or Kellen will have an opportunity to tender evidence and address the concerns expressed by the Monitor at a hearing on the merits in the future. Further, any party may apply to the Court to set the above referenced directions aside, provided that proper notice is provided to the Monitor and all interested parties. The Monitor will post all associated legal pleadings on its website.

Counsel to the District Creditors Committee will provide the Subcommittee with information regarding legal counsel that have previously expressed an interest in acting on behalf of the Subcommittee, in order to assist the Subcommittee in its retention of new counsel. Once new legal counsel is retained, the Monitor will post the identity of such counsel on its website.

If you have any questions in relation to these matters, please contact Joseph Sithole of the Monitor’s office at (587) 293-3203.

Yours truly,

DELOITTE RESTRUCTURING INC.

In its capacity as the Court-appointed Monitor of Lutheran Church – Canada, the Alberta – British Columbia District, Encharis Community Housing and Services, Encharis Management and Support Services and Lutheran Church – Canada, the Alberta – British Columbia District Investments Ltd. and not in its personal or corporate capacity

Signed  “Jeff Keeble”

Jeff Keeble, CA, CIRP, LIT, CBV Senior Vice-President

Dear Shareholder:

The board of directors (“Board“) of Sage Properties Corp. (“Sage“) believes in the importance of allowing Sage’s shareholders (the “Shareholders“) to have a say in determining the commercial option to be pursued by Sage and proposed amendments to the Articles and By-Laws of Sage.

In order for Shareholders to have their say, it is important that all Shareholders participate at the meeting (the “Meeting“) of the Shareholders to be held at the:

Executive Royal Hotel Edmonton Airport
8450 Sparrow Drive, Leduc, Alberta
May 26, 2017, at 12:00 p.m. (Mountain Daylight Time)

You can participate by either attending the Meeting in person or by submitting the completed form of proxy that you received from Sage with the Notice of Meeting and Management Information Circular dated April 21, 2017 (the “Information Circular“).

Proxies will NOT be accepted at the Meeting. Proxies must be sent in advance of the Meeting and must be received by Alliance Trust Company, 1010, 407 – 2nd Street SW, Calgary, Alberta, T2P 2Y3 or by facsimile to 403-237-6181 by 12:00 p.m. on Wednesday, May 24, 2017. If you are unsure whether you will be able to attend, we encourage you to submit the completed form of proxy prior to the deadline. If you submit a proxy and then decide you would like to attend and vote at the Meeting in person, you can revoke your proxy by giving written notice at the Meeting to the Chairman. Shareholders are encouraged to review the Information Circular carefully before submitting the proxy forms.

Sage’s By-Laws require that Shareholders holding more than 50% of the shares of Sage are present in person or represented by proxy at the Meeting. If not enough Shareholders are present in person or represented by proxy at the Meeting, Sage will be required to adjourn the Meeting and re-schedule the Meeting at considerable cost to Sage (and indirectly to Shareholders).

We strongly encourage you to have your say in Sage’s future by voting in person at the Meeting or by completing the proxy provided by Sage. If you have any questions please contact Sage at 403-478- 9661 or by email at info@sageproperties.ca.

We thank you for your understanding and ask for your continued support as we endeavour to fulfill Sage’s mandate.

Kind regards,
(signed) “Sandra Jory”

Sandra Jory
Chairman of the Board Sage Properties Corp.

Dear Shareholder:

It has come to the attention of the board of directors (“Board“) of Sage Properties Corp. (“Sage“), that two documents, one purporting to be a “dissident proxy circular” and one purporting to be a “dissident proxy”, have been circulated by Georg Beinert and Bill Mulder (shareholders of Sage) and their legal counsel Allan Garber.

You should be aware that it is the view of the Board, based on the advice of Sage’s legal counsel, that the “dissident proxy circular” and the “dissident proxy” have been prepared and solicited in a manner that is wholly non-compliant with applicable laws. Sage will not accept any of the “dissident proxies” solicited by Messrs. Beinert, Mulder and Garber at the meeting of the shareholders of Sage (“Shareholders“) to be held on May 26, 2017.

The By-Laws, Articles and corporate law that govern Sage provide for a specific procedure to allow Shareholders to bring forward matters at shareholder meetings. Mr. Beinert and Mulder have failed to comply with those procedures and, as such, the matters proposed cannot be put before the Shareholders at the Shareholder meeting.

Sage strongly rejects the allegations and misstatements made by Mr. Beinert and Mulder.

As noted in the “Background to the Meeting” in the information circular provided by Sage, the Board and management of Sage undertook an extensive and thorough deliberative process to arrive at the alternative commercial options to be presented to the Shareholders and making a recommendation to Shareholders as to which commercial option to approve. We believe Messrs. Beinert, Mulder and Garber are not acting in the best interests of the Corporation or the Shareholders and are potentially jeopardizing the ability of Sage to maximize the value of the assets comprising the Prince of Peace Development for the benefit of the Shareholders.

Sage believes in the importance of allowing Shareholders to have a say in determining the commercial option to be pursued by Sage. Only the form of proxy provided by Sage allows Shareholders to choose the commercial option that they wish to vote for.

Sage also believes in the importance of allowing Shareholders to participate in the governance and affairs of Sage by voting for or against each of the proposed amendments to the Articles and By-Laws of Sage. Only the form of proxy provided by Sage allows Shareholders to vote in respect of each of the special resolutions that Sage has proposed be considered at the Shareholder meeting.

It is important to the Board that you have your say at the Shareholder meeting. The vote of every Shareholder will matter in determining the future of Sage. We strongly urge you to not complete the “dissident proxy” provided by Messrs. Beinert, Mulder and Garber, as Sage will not be accepting votes purported to be cast pursuant to those invalid and non- compliant proxies at the Shareholder meeting.

Please complete the proxy provided by Sage only. If you have any questions please contact Sage at 403-478-9661 or by email at info@sageproperties.ca.

We thank you for your understanding and ask for your continued support as we endeavour to fulfill Sage’s mandate.

Kind regards,
(signed) “Sandra Jory”

Sandra Jory
Chairman of the Board Sage Properties Corp.