Chappelle CHAPPELLE GARDENS RESIDENTS ASSOCIATION

Transcription

1 Chappelle GARDENS CHAPPELLE GARDENS RESIDENTS ASSOCIATION Suite 204, 200, Gateway - 103rd Ave. Blvd. Edmonton, AB T5J T6J 0J1 7K1 Phone: (780) Fax: (780) Website: Notice of Meeting and Information Circular

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3 Chappelle Notice of 2015 Annual General Meeting & Information Circular CHAPPELLE GARDENS RESIDENTS ASSOCIATION NOTICE OF ANNUAL GENERAL MEETING OF VOTING MEMBERS TAKE NOTICE, that the Annual General Meeting of the Voting Members of the CHAPPELLE GARDENS RESIDENTS ASSOCIATION (the "Company") will be held at Lake Summerside Beach Club Street S.W., Edmonton, Alberta on Tuesday, May 12 th, 2015 at 7:00 P.M. (MST) the following purposes: 1) To receive the minutes of the AGM held on Wednesday, June 11 th, 2014; 2) To receive the Report of the Directors of the Company; 3) To receive the Audited Financial Statements for the fiscal year ended December 31 st, 2014; 4) To establish the number of Directors to hold office until the next Annual General Meeting and to elect such Directors; 5) To appoint BDO Canada as Auditor for the fiscal year ending December 31 st, 2015; 6) To transact such other business as may properly come before the Meeting or any adjournment thereof. THIS NOTICE SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION CIRCULAR ACCOMPANYING THIS NOTICE. Dated at Edmonton, Alberta, this 13 t h day of April, BY ORDER OF THE BOARD OF DIRECTORS TO ALL VOTING MEMBERS: IF YOU ARE NOT ABLE TO BE PRESENT AT THE ABOVE MEETING, PLEASE DATE, SIGN AND RETURN THE ACCOMPANYING PROXY. THE COMPLETED PROXY SHOULD BE SENT TO OR DROPPED OFF AT: CHAPPELLE GARDENS ASSOCIATION BROOKFIELD RESIDENTIAL SUITE GATEWAY BLVD NW EDMONTON, ALBERTA, T6J 7K1 OR BY FACSIMILE TO ATTENTION: COSGRAVE "ATTENTION: TRIONA COSGRAVE" IN TIME TO REACH THAT ADDRESS NOT LESS THAN 24 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING. ALL PROXIES MUST BE IN WRITING AND SIGNED THE VOTING MEMBER.

4 Chappelle GARDENS Chappelle Garden Residents Association Annual General Meeting Wednesday, June 11, 7:00 Lake Summerside Beach Club Street S.W. Meeting Minutes 1. Tom acted as Chairperson for the meeting, 2. Tom Lumsden called the meeting to order at 7:08 pm 3. The Chairperson introduced the head table. Himself, Tom Lumsden, Senior Development Manager, Brookfield, Carlin Gurjar, Development Manager, Brookfield, Moore, Senior Accountant, Brookfield, Johnson, Field Law and Solicitor to Brookfield and Current Chappelle Gardens Resident Directors. 4. Apologies were made for Ashley Lundstrom and Simon Wong who were unable to attend. 5. The Chairperson then explained that two meetings would be held that evening. The first would be the official Annual General Meeting which would primarily involve the election of Residents to the Board of Directors and appointment of an Auditor for The second one would be held after, where there would be an update given about Chappelle Gardens and the Residents Association. The floor would then be open to questions the residents may have including the 2014 Association Budget that was mailed in the Annual General Meeting package. 6. The Chairperson asked Carlin Gurjar to act as Secretary for the meeting, with the consent of the voting members. As there was no objection the chairperson appointed Carlin Gurjar as Secretary. 7. The Chairperson requested Kaleb Moore to act as Scrutineer for the meeting, with the consent of the Voting Members. As there was no objection, the Chairperson appointed Kaleb Moore as Scrutineer. 8. The Chairperson then explained the voting rules. He stated that unless otherwise specified, all items to be approved by the Voting Members are by way of ordinary resolution, which requires at least 50% of the Voting Members present in person or by proxy, voting in favor. That all votes will be conducted in the first instance by a show of the voting card received or otherwise as the Chairperson directs. A poll may be demanded by the Chairperson or by 10% of the Voting Members present. Polls shall be taken in such a manner as the Chairperson may direct. The Chairperson asked for a motion dispensing with the reading of the Notice calling the meeting. Mathew Matrass so moved. Terry Stilwell seconded the motion. The Chairperson declared the motion carried. 10. The Chairperson asked the Secretary to provide proper proof of mailing of the Notice of the Meeting to the Members. The Secretary confirmed that she had a receipt from Canada Post. Chairperson then asked that it be filed in the Minute Book along with the Minutes of this meeting. 11. The Chairperson then stated that pursuant to the Articles of the Association, the lesser of twenty (20) voting members or ten (10%) percent of the Voting Members either personally present or represented by proxy constitutes a quorum. For this meeting, at least twenty (20) voting Member will be required. The Chairperson asked the Scrutineer for her report. The Scrutineer reported that there were 204 Voting Members either present at the meeting or represented by proxy.

5 12. The Chairperson declared the meeting to be duly called and properly constituted for the transaction of business. 13. The Chairman asked for a motion to approve the Minutes of the Annual General Meeting held on June 2013, also mailed with the Notice of Meeting and Information Circular, dated June 12, Stephen Gibson moved to approve the Minutes of the Annual General Meeting held on June 12 t h Natasha Hunt seconded the motion. The Chairperson declared the motion carried. 14. The Chairman asked for a motion to dispense with the reading of the Directors Report for January 1, 2013 through December 31, 2013 fiscal year, also mailed with the Notice of Meeting and Information Circular, dated June 12, Stephen Gibson moved that the reading of the Director Report be dispensed with. Gordon Nekolaichuk seconded the motion. The Chairperson declared the motion carried. 15. The Chairperson then proposed to receive, as information, the Auditor's Report and Financial Statements of the Association for the year ended December 31, Kaleb Moore then reviewed the Financial Statements and the Board answered related questions. 16. The Chairperson indicated that the next item of business was the election of Directors. The Chairperson stated that ten (10) Directors be elected and serve until the next Annual General Meeting of the Association. The Chairperson asked for a motion to this effect. Natasha Hunt moved that ten (10) Directors be elected to serve until the next Annual General Meeting of the Association/ Dean Rozgo seconded the motion. The Chairperson declared the motion carried. 17. The Chairperson announced Brookfield Residential is entitled to appoint up to three (3) Directors and has appointed Tom Lumsden, Carlin Gurjar, and Kaleb Moore to the Company's Board of Directors. 18. The Chairperson announced there are currently seven (7) vacant positions on the Board. The following six (6) members in good standing have indicated an interest in being nominated as Directors of the Association, to hold office for a one-year term or until their successors are elected or appointed. Ashley Lundstrom Gordon Nekolaichuk Simon Wong Stephen Gibson Natasha Hunt Dean Rozgo 19. The Chairperson then asked for a motion to nominate these individuals to the Board. Matthew Matrass moved to nominate these individuals to the Board. Thomas Falatc seconded the motion. The Chairperson declared the motion carried. 20. The Chairperson announced that the Following members in good standing also put their names forward to be nominated to serve as Resident directors on the board of directors: Ryan Amy Paris 21. The Chairperson then asked for a motion to nominate these individuals to the Board. Terry Stilwell moved to nominate these individuals to the Board. Gordon Nekolaichuk seconded the motion. The Chairperson declared the motion carried. 22. The Chairperson asked if there were any further nominations. There was none. 23. The Chairperson then asked for a motion that nominations be closed. Mathew Matrass moved that the nominations for Directors be closed. Dean Rozgo seconded the motion. The Chairperson declared the motion carried. 24. The Chairperson then asked the nominees to introduce themselves and give a quick explanation as to why they would like to serve on the board. 25. The Chairperson stated the nomination of additional Directors requires an election, as eight (8) persons have been nominated and only seven (7) Resident Directors are required. The vote was then moved to a ballot - each Voting Member (Brookfield Residential Directors abstained from voting) in attendance of the AGM was given a ballot form when they arrived the Meeting. The Chairperson confirmed everyone had a ballot and went over the voting instructions with the Members, asking that the ballots be delivered to the Scrutineer upon completion. All of the ballots were filled out, collected and given to the Scrutineer who then privately tallied the votes, including those from proxies submitted. The Scrutineer then notified the Chairperson of the results. The Chairperson then declared that Ashley Lundstrom, Gordon Nekolaichuk, Stephen Gibson, Natasha Hunt and Dean Rozgo, Ryan Comeau and Amy Paris had received the most votes to be elected to serve on the Chappelle Gardens Residents Association Board of Directors for a one-year term, or until their successors are elected or appointed.

6 Chappelle GARDENS Chappelle Garden Residents Association Annual General Meeting Wednesday, June 11, 7:00 pm Lake Summerside Beach Club Street S.W. Meeting Minutes 26. The Chairperson then asked for a motion to elect as Directors, the persons nominated, and who had received the most votes from the ballot, to hold office for a one-year term or until their successors are elected or appointed. Carlin Gurjar so moved. Natasha Hunt seconded the motion. The Chairperson declared the motion carried. 27. The Chairperson then stated that the next item on the Agenda was the appointment of the Auditor. The Chairperson asked for a motion that the Board of Directors appoint an BDO Canada as auditor for the fiscal period ending December 31 st, 2014, and that the Directors be authorized to fix remuneration. Dean Rozgo so moved. Stephen Gibson seconded the motion. The Chairperson declared the motion carried. 28. The Chairperson then asked if there was any further business to transact at the Annual General Meeting of the Association. There was none. 29. The Chairperson then asked for a motion to terminate the meeting. Gordon Nekolaichuk moved that the Meeting be terminated. The motion was seconded by Dean Rozgo. 30. The Chairperson call for a vote of all in favour of the motion and all against. All were in favour. The Chairperson declared the motion carried and the meeting terminated at 7:40 p.m. GURJAR, Secretary

7 Chappelle Chappelle Gardens Residents Association Report of the Board o f Directors For January 1, 2014 to December 31, 2014 The Chappelle Gardens Residents Association (CGRA) was incorporated as a non-profit corporation in March The CGRA Board of Directors currently consists of three (3) Brookfield appointed directors and six (7) resident directors. An election will be held at the 2014 Annual General meeting for up to seven (7) resident directors. The CGRA is incorporated as a non-profit corporation under Part 9 of the Companies Act of Alberta and membership in the CGRA is mandatory for each landowner in Chappelle. Funding for the CGRA is through the annual membership fee required by an encumbrance registered on every titled property on a Brookfield developed lot in Chappelle, obligating the Members to pay the fees upon notice. The fee can be increased up to the total encumbrance of $ and after can be increased annually in accordance with the Consumer Price Index (All Items). Annual fees for 2015 are $ (plus GST). Brookfield Residential provides, at no capital cost to the CGRA, certain amenities throughout the community. These amenities need to be maintained, now and into the future. The CGRA is the vehicle to pay for those costs. Phase 1 of the Residents Association was completed in December The park site is five acres and this includes the Outdoor Hockey Rink, a water park/pleasure skating rink, Outdoor Picnic Areas, Maintenance Building, Parking Lot and Landscaped areas. The Hockey Rink and the Pleasure Rink were available for January 1 s t. Due to unusually warm winter weather, maintaining the ice surfaces was challenging. CGRA was pleased to welcome the new Facilities & Amenities Manager, Kyle Orlecki, in September of Kyle and the CGRA staff maintain the park & park amenities to their high standard through exceptional management of operations & maintenance practices. Please stop by the park, or visit online at to stay updated on what's happening at the park including information on: events, policies, rules & regulations with regard to park use, and much more. Brookfield Residential, by virtue of a Management Agreement with the CGRA is responsible for managing the operations of the CGRA. This includes keeping a registry of members, preparing and approving an operating budget, funding (on a loan basis) any operating shortfalls, constructing, developing, managing and operating the amenities, securing liability and property damage insurance, and collection of annual fees. Attendance at the AGM requires that a resident must be a member in good standing, meaning that as of the close of business April 13 th, 2015, all outstanding fees, interest and charges, have been paid. Respectfully submitted April 13 th, 2015 by the Chappelle Gardens Board of Directors. TOM CARLIN KALEB STEPHEN RYAN LUMSDEN GURJAR MOORE GIBSON COMEAU President & Secretary Treasurer & Resident Resident Brookfield Director Brookfield Director Brookfield Director Director Director SIMON NATASHA ASHLEY GORDEN AMY WONG HUNT LUNDSTROM NEKOLAICHUK PARIS Resident Resident Resident Resident Resident Director Director Director Director Director

8 CHAPPELLE GARDENS RESIDENTS ASSOCIATION FINANCIAL STATEMENTS December 31, 2014

9 BDO Tel: BDO Canada LLP 620, 903-8th Avenue SW AB T2P 0P7 Canada Independent Auditor's Report To the Board of Directors of Chappelle Gardens Residents Association W e have audited the accompanying financial statements of the Chappelle Gardens Residents Association, which comprise the statement of financial position as a t December 31, 2014, and the statements o f operations, changes in net assets and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for not-for-profit organizations, and for such internal control as management determines is necessary t o enable the preparation of financial statements that are free from material misstatement, whether due t o fraud or error. Auditor's Responsibility Our responsibility is t o express an opinion on these financial statements based on our audit. W e conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that w e comply with ethical requirements and plan and perform the audit t o obtain reasonable assurance about whether the financial statements are free from misstatement. An audit involves performing procedures t o obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due t o fraud or error. In making those risk assessments, the auditor considers internal control relevant t o the entity's preparation and fair presentation of the financial statements in order t o design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness o f accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. W e believe that the audit evidence w e have obtained is sufficient and appropriate t o provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Chappelle Gardens Residents Association as a t December 31, 2014 and the results of its operations and its cash flows for the year then ended in accordance with Canadian accounting standards for not-for-profit organizations. Chartered Accountants Calgary, Alberta March 12, BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

10 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Statement of Financial Position As at December CURRENT ASSETS Cash $ - $ 35,465 Accounts receivable 1, Goods and services tax receivable 383 Prepaid expenses 1,409-6,358 36,325 CAPITAL ASSETS (Note 2) 95,289 40,767 $ 101,647 $ 77,092 CURRENT LIABILITIES Bank indebtedness Accounts payable and accrued liabilities Deferred revenue $ 2,983 $ 38,241 30,750 31,692 71,974 31,692 D E F E R R E D CAPITAL CONTRIBUTION (Note 4) 36,709 40, ,683 72,459 NET (DEFICIENCY) ASSETS (Note 6) Net assets invested in capital assets Unrestricted net assets (deficiency) 58,580 (65,616) 4,633 (7,036) 4,633 $ 101,647 $ 77,092 Approved on behalf of the Association: The accompanying notes are an integral part of these financial statements 4

11 CHAPPELLE GARDENS RESIDENTS Statement of Operations For the year ended December 31 ASSOCIATION REVENUE Membership fees Amortization of deferred contribution Interest and other $ 118,810 $ 48,221 4, ,440 48,625 EXPENSES Facility and park operations Professional fees (Note 3) Office supplies Amortization Utilities Annual general meeting Programs and events Website Postage and delivery Interest Board of directors Bank service charge Title searches 80,718 27,868 28,075 8,033 9, ,452-4, ,506 3,028 1, , ,109 43,992 (DEFICIENCY) EXCESS OF REVENUE OVER EXPENSES $ (11,669) $ 4,633 The accompanying notes are an integral part of these financial statements 5

12 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Statement of Changes in Net Assets (Deficiency) For the year ended December 31 Invested in capital assets Unrestricted Balance, beginning of year $ - $ $ 4,633 $ Invested in capital assets $ 59,974 $ (59,974) $ Contributed capital assets $ - $ - $ - 40,767 Unamortized deferred capital contribution $ - $ - $ - (40,767) (Deficiency) excess of revenue over expenses $ - $ (11,669) $ (11,669) 4,633 Amortization of capital assets $ (5,452) $ 5,452 $ Amortization of deferred capital contribution _$ 4,058 $ (4,058) $ - - Balance, end of year $ 58,580 $ (65,616) $ (7,036) $ 4,633 The accompanying notes are an integral part of these financial statements. 6

13 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Statement of Cash Flows For the year ended December 31 NET OF CASH RELATED TO THE FOLLOWING ACTIVITIES OPERATING (Deficiency) excess of revenue over expenditures Items not affecting cash Amortization Amortization of deferred capital contribution Changes in non-cash working capital items Accounts receivable Goods services tax receivable Accounts payable and accrued liabilities Deferred revenue Prepaid expenses $ (11,669) $ 4,633 5,452 (4,058) (10,275) 4,633 (941) (3,148) 6,549 30,750 (1,409) (477) (383) 31,692 31,801 30,832 INVESTING Acquisition of capital assets (59,974) NET CASH (OUTFLOW) INFLOW (38,448) 35,465 CASH, BEGINNING OF YEAR 35,465 _ (BANK INDEBTEDNESS) CASH, END OF YEAR $ (2,983) S 35,465 The accompanying notes are an integral part of these financial statements. 7

14 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Notes to the Financial Statements December 31, 2014 L SIGNIFICANT ACCOUNTING POLICIES a) Purpose The Chappelle Gardens Residents Association (the "Association") was incorporated as a not-forprofit corporation on August 25, 2010 under Section 9 of the Companies Act of the Province of Alberta, R.S.A. As such, the Association is exempt from income tax under Section 149 of the Income Tax Act. The Association owns and operates amenities for the use of its members, the residents of Chappelle Gardens. The operations of the Association are governed by the Chappelle Gardens Management Agreement (the "Agreement") dated March as amended by an Amending Agreement dated April between the Association and Brookfield Residential (Alberta) LP ("Brookfield Residential"). b) Basis of Accounting The financial statements of the Association have been prepared by management in accordance with Canadian accounting standards for not-for-profit organizations ("ASNPO"). c) Revenue Recognition The Association uses the deferral method of accounting for contributions. Contributions of capital assets or for the purchase of capital assets which are subject to amortization are deferred and amortized on the same basis as those capital assets. Contributions of capital assets or for the purchase of capital assets which are not subject to amortization are recorded as a direct increase to net assets. Membership fees are recognized as revenue in the year to which they relate. Restricted contributions are recognized as revenue in the year in which related expenses are incurred. Unrestricted contributions, such as grants and donations not designated for a specific purpose, are recognized as revenue when received if the amount can be reasonably estimated and collection is reasonably assured. Interest and other income is recorded on an accrual basis in the period in which it is earned. d) Use of Estimates In accordance with ASNPO, estimates and assumptions are made by management in the preparation of these financial statements. These estimates may impact the amounts included in the financial statements. The most significant of these estimates are related to amortization and the estimated useful life of the capital assets and accrued liabilities. Actual results could differ from these estimates.

15 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Notes to the Financial Statements December 31, SIGNIFICANT ACCOUNTING POLICIES, CONTINUED e) Capital Assets Capital assets purchased by the Association are recorded at cost. Capital assets contributed to the Association are recorded at fair value on the date of contribution. Amortization is based on estimated useful life calculated on a straight line basis as follows: Equipment Building Vehicles 5 years 40 years years f) Financial Instruments The Association's financial instruments consist of cash (bank indebtedness), accounts receivable and accounts payable and accrued liabilities. All financial instruments are initially measured at fair value and subsequently measured at amortized cost. g) Impairment of Long-Lived Assets Tangible capital assets are tested annually for impairment where impairment indicators are present. This would occur i f an item no longer contributes to the Association's ability to provide services. Any excess of the item's carrying value, with no long-term service potential, over its residual value is recognized as an expense of the period.

16 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Notes to the Financial Statements December 2. CAPITAL ASSETS 2013 Accumulated Net Book Net Book Cost Amortization Value Value Equipment $ 18,934 $ 3,518 $ 15,416 $ 17,367 Building 23, ,815 23,400 Vehicles 58,407 1,349 57,058 $ 100,741 $ 5,452 $ 95,289 $ 40,767 In 2013 Brookfield Residential transferred a trailer and equipment to the Association for $ nil consideration. The contributed costs are recorded at fair value. This was a non-cash transaction and therefore is excluded from the statement of cash flow. 3. RELATED PARTY TRANSACTIONS The Management Agreement grants Brookfield Residential control of the management of the Association and management of the Chappelle amenities until the Effective Date (defined below). Until such time, the powers of the Officers and Directors to manage the business affairs of the Association are temporarily restrained. The Effective Date is defined as the later of (i) the date upon which Brookfield Residential has sold its last lands within the Chappelle Gardens development, or (ii) the date upon which all amounts owing to Brookfield Residential have been repaid. Brookfield Residential may, at an earlier date and at its discretion, transfer portions of the amenities or certain aspects of management to the Association. During the year, the following transactions were incurred for services provided by Brookfield Residential to the Association: Administration $ 20,000 $ All transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. 4. DEFERRED CONTRIBUTIONS Deferred contributions relate to capital assets contributed to the Association by Brookfield Residential. The balance consist of $40,767 ( $40,767), less accumulated amortization of $4,058 ( $ nil).

17 CHAPPELLE GARDENS RESIDENTS ASSOCIATION Notes to the Financial Statements December 31, FINANCIAL INSTRUMENTS The Association, through its financial assets and liabilities, has exposure to the following risks from its use of financial instruments; credit risk and liquidity risk. The risks and related management strategies are discussed below: a) Credit risk The Association is exposed to credit risk through its bank indebtedness and accounts receivable. Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Association's credit risk is primarily attributable to its accounts receivable. The accounts receivable represents annual charges not collected from members. The risk is mitigated due to the fact that the Association takes legal action on overdue accounts and places a lien on the property of the member and will collect the annual charge upon sale of the home i f the member chooses not to pay the annual charge. The Association also has a number of members which minimizes the concentration of credit risk. b) Liquidity risk Liquidity risk is the risk that the Association would encounter difficulty in meeting obligations with financial liabilities. Liquidity risk includes the risk that the Association will not have sufficient funds to settle a transaction on the due date. Liquidity risk arises from the accounts payable and accrued liabilities. 6. NET ASSETS The Association may budget and set aside any of the accumulated excess of revenues over expenditures to create a reserve fund for the purpose of replacing future assets, maintaining the property and meeting contingencies. Currently, the Association has an unrestricted net deficiency of $65,616 ( net assets of $4,633) and has internally restricted the net assets invested in capital assets of $58,580 - $ nil).

18 Chappelle INFORMATION CIRCULAR GENERAL INFORMATION & PROXY STATEMENT SOLICITATION OF PROXIES This Information Circular is furnished in connection with the solicitation of proxies by management of the CHAPPELLE GARDENS RESIDENTS ASSOCIATION (the "Company") for use at the Annual General Meeting (the "Meeting") of Voting Members of the to be held at Lake Summerside Beach Club at Street S.W., Edmonton, Alberta, on Tuesday, May 12th, 2015 at 7:00 P.M. (MST). All expenses incurred in connection with the solicitation of proxies will be borne by the Company. Solicitation will be made primarily by mail, but proxies may also be solicited by Directors, officers and employees of the Company. APPOINTMENT AND REVOCATION OF PROXIES Each Voting Member entitled to vote at the Meeting may, by means of a form of proxy in writing executed by the Voting Member or his attorney, authorized in writing, appoint a proxy to attend and vote on his/her behalf at the Meeting. In order to be acted upon at the Meeting, a form of proxy must be delivered to: Chappelle Gardens Residents Association Brookfield Residential SUITE Gateway NW EDMONTON, ALBERTA, T6J 7K1 ATTENTION: Triona Cosgrave Members alternatively have the option to send in a proxy form by facsimile to (ATTENTION: Triona Cosgrave), in sufficient time to reach that address, not less than twenty-four (24) hours (excluding Saturdays, Sundays and Holidays) before the date scheduled for the Annual General Meeting. A Voting Member may revoke a form of proxy previously given by delivering another proper form of proxy bearing a later date than the previously given form of proxy, or by delivering an instrument in writing executed by the Voting Member or by his attorney, authorized in writing, in either case, to: Chappelle Gardens Residents Association Brookfield Residential SUITE Gateway Blvd NW EDMONTON, ALBERTA, T6J 7K1 ATTENTION: Triona Cosgrave Alternatively, members may fax to (ATTENTION: Triona Cosgrave) at any time, up to and including the last business day preceding the day of the Meeting, to the Chairman of the Meeting on the day of the Meeting. EXERCISE OF DISCRETION BY PROXY Proxies will be voted or withheld from voting in accordance with the Voting Member's instructions contained therein. The form of Proxy also confers authority on the persons named therein to vote with respect to any other matters that may properly be brought before the Meeting. At the date hereof, management knows of no other such matters. VOTING BY VOTING MEMBERS Only Voting Members of record at the close of business, on the 13 t h day of April, are entitled to vote at the Meeting, each Voting Member being entitled to one (1) vote. Voting Members are defined in the Articles of Association (the "Articles") of the

19 Company as restricted to the Homeowner Members and Rental Members. A Homeowner Member is defined in the Articles as the registered owner or one of the registered owners of a single-family residential property. A Rental Member means the registered owner or one of the registered owners of a multi-family residential rental project located in the Chappelle Gardens. No Voting Member is entitled to vote the Meeting if at the date of the meeting any sum due or payable to the Company by such Voting Member remains unpaid for at least forty-five (45) days following a written request for payment of same. a. Where there is more than one owner of a property, there shall be only one Voting Member who shall be the person designated as the Voting Member by all the owners of the property. In the absence of such designation, the first person named as owner in the certificate of title or as purchaser in an agreement for Sale, shall be the Voting Member; b. Where a Member owns more than one residential property in the Chappelle Gardens Lands, including condominium units, that Member shall be entitled to one (1) vote for each such property owned by that Member; c. Where a residential unit in respect of which a separate certificate of title has been issued is occupied by a tenant such tenant may be designated by the otherwise designated Voting Member pursuant to (a) above, as the Voting Member by and instead of the owner(s) of such property; d. Where a rental project is involved the registered owner or its designate shall the Voting Member and notwithstanding how many Members are residing in the rental project, it shall have only one (1) vote; e. Where the owner of the rental project first has become and maintains membership in the Company as a Rental Member, all the tenants of such rental project shall be entitled to become Tenant Members in the Company subject to them complying with the rules and regulations the Company as well as any special rules and regulations put in place by the Board of Directors and dealing specifically with tenants of Rental Members. The right to membership of a Tenant Member shall automatically cease either at the same time that his Rental Member ceases to be a Member or he ceases to be a tenant in the rental project in question; f. Where a commercial development is involved the registered owner or its designate shall be the Voting Member and, notwithstanding how many tenants are occupying the commercial development, it shall have only one (1) vote; As at the close of business on the 13 t h day of April, the Company had xxx Voting Members in good standing. In addition, there xxx Brookfield votes, in respect to lots registered in Brookfield's name. The Company's Voting Members in-good-standing are the only Voting Members entitled to vote at the Meeting. ELECTION OF DIRECTORS At the Meeting, it is proposed that the total number of Directors for the Company be established as no more than ten (10) until the next Annual General Meeting. Pursuant to the Articles of the Company, Brookfield is entitled to appoint up to three (3) Directors with the remaining Directors elected at the Meeting. The following persons are the Directors appointed by Brookfield to the Board of Directors of the Company for the ensuing term: Tom Lumsden (Brookfield) Carlin Gurjar (Brookfield) Kaleb Moore (Brookfield) It is proposed that up to seven (7) Resident Directors be elected at the AGM. The following residents in good standing have expressed an interest to stand for election for the ensuing term: Stephen Gibson Natasha Hunt Ashley Lundstrom Gordon Nekolaichuk Ryan Comeau Amy Paris

20 Nominations will also be sought at the meeting for Directors from the Members. Individuals should be aware of the fiduciary responsibilities of Director's as well as the specific limitation of the power of Directors of the Company in respect of Brookfield management contract. Members interested in standing for election at the meeting are invited to contact Triona Cosgrave in advance of the meeting by phone at , or by at The term of office for each person shall be from the date of the Meeting until the next Annual General Meeting of Members or until his/her successor is elected or appointed. Information is given below with respect to each nominee as a Director, including the length of time each has been a Director of the Company. Name & Address Tom Lumsden Edmonton, Alberta Carlin Gurjar Edmonton, Alberta Kaleb Moore Edmonton, Alberta Stephen Gibson Edmonton, Alberta Natasha Hunt Edmonton, Alberta Ashley Lundstrom Edmonton, Alberta Gordon Nekolaichuk Edmonton, Alberta Amy Paris Edmonton, Alberta Ryan Comeau Edmonton, Alberta Period Served as Director of Company 4 3 years 2 years Principal Occupation Senior Development Manager, Edmonton Land Brookfield Residential Development Manager, Edmonton Land Brookfield Residential Senior Accountant, Edmonton Land Brookfield Residential 2 years Resident Director 2 Resident Director 2 years Resident Director 2 years Resident Director 1 years Resident Director 1 Resident Director The Board would like to extend a very special thanks to Simon for his dedication to the CGRA Board over the past year. His commitment, contribution and service shown to the CGRA has been highly valued, greatly appreciated and will certainly be missed. DIRECTORS COMPENSATION - Nil PENSION EXECUTIVE COMPENSATION AND PLANS - Nil INCENTIVE SHARE OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES - Nil INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS Three (3) of the directors are employees of Brookfield Residential, who is the managing operator of the Chappelle Gardens Amenities. As operator of the Chappelle Gardens Amenities, Brookfield approves the operating budget for their proper operation, and if such operating budget is not fully funded by the income received from Voting Members' annual dues, as approved by Brookfield, it is required to loan sufficient funds to the Company in order to meet such expenses. APPOINTMENT OF AUDITORS Management proposes the Board of Directors appoint BDO Canada as Auditor for the Company for the 2015 fiscal year. CERTIFICATE

21 The foregoing contains no misstatement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. BY ORDER OF THE BOARD OF DIRECTORS TOM LUMSDEN, President The management of the Company knows of no amendment, variation or other matters to come before the Annual Meeting of Voting Members other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgement of the person or persons voting such proxy. Dated at Edmonton, Alberta, this 13 t h day of April, BY ORDER OF THE BOARD OF DIRECTORS INSTRUCTIONS FOR PROXY FORMS TOM LUMSDEN, President Appointment and Revocation of Proxies A Member desiring to appoint a person (who must also be a Member in good standing) to represent him/her at the Meeting may do so by inserting such person's name in the blank space provided. The completed proxy should be sent in to the address indicated below in time to reach such address not less than twenty-four (24) hours (excluding Saturdays, Sundays and Holidays) before the time of the Meeting: Chappelle Gardens Residents Association Brookfield Residential Gateway Blvd NW EDMONTON, ALBERTA, T6J 7K1 ATTENTION: Triona Cosgrave Or by facsimile to Attention: Triona Cosgrave All proxies must be in writing, signed by the Member and RETURNED NO LATER THAN 5:00 PM Monday, May 11 th, 2015 Or given to the Chairman of the Meeting or an alternate Voting member on the day of the Meeting A Member who has given a proxy may revoke it any time before it is exercised. A proxy may be revoked by instrument in writing or, if the Member is a corporation, by an officer or attorney thereof duly authorized, and delivered as indicated above, at any time up to and including the last business day preceding the Meeting. Voting and Exercise of Discretion by Proxies The persons named in the form of proxy will vote the Membership in respect of which they are appointed in accordance with the instructions indicated therein. TOM LUMSDEN, President

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23 CHAPPELLE GARDENS RESIDENTS ASSOCIATION FIRST ANNUAL GENERAL MEETING OF VOTING MEMBERS On the 12 t h day of May 2015, at 7:00PM (Mountain Standard Time) PROXY SOLICITED BY MANAGEMENT The undersigned Voting Member of the CHAPPELLE GARDENS RESIDENTS ASSOCIATION (the "Company") hereby appoints Tom Lumsden or failing him, as proxy to attend and vote on behalf of the undersigned at the Annual General Meeting of Voting Members and at any adjournment thereof, and my proxy is instructed to vote: 1. ) FOR OR AGAINST (and if no specification is made, FOR) The setting of the total number of Directors the Company until the next Annual General Meeting at ten (10). 2. ) FOR or AGAINST the election of the following resident(s) as Please vote in favour of a maximum of seven nominees. NAME FOR AGAINST STEPHEN GIBSON NATASHA HUNT ASHLEY LUNDSTROM GORDON NEKOLAICHUK RYAN COMEAU AMY PARIS 3. ) FOR OR AGAINST (and if no specification is made, FOR) That BDO Canada be appointed as Auditors by the Board of Directors for the 2015 fiscal year. 4. ) FOR OR AGAINST (and if no specification is made, FOR) And in his/her discretion with respect to any amendments, variations or additions with respect to any of the matters noted above or with respect to any other matter which may properly be brought before the meeting or any adjournment thereof. DATED this day of, Voting Member's Name (please print) Signature of Voting Member Voting Member's Chappelle Gardens Address (required) This form should be signed by the Voting Member or his attorney, authorized in writing, and if the Member is a corporation, this form of proxy should be signed by a duly authorized officer under corporate seal. RETURN PROXIES NO LATER THAN 5:00 P.M. Monday, MAY 11 th, 2015 Chappelle Gardens Residents Association Brookfield Residential SUITE Gateway Blvd NW EDMONTON, ALBERTA, T6J 7K1 Attention: Triona Cosgrave ALTERNATIVELY, PROXIES MAY BE DELIVERED TO THE CHAIRMAN ON THE DAY OF THE MEETING OR AN ALTERNATE VOTING MEMBER

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