Communication Articles – 2019

December 11, 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 the following updates.

• COMMUNICATION

SAGE would like to encourage Shareholders to provide their email address in an effort to reduce costs for mailing newsletters, to reach more shareholders and to provide more timely communication. Please refer to the attached form to provide consent for SAGE to send newsletters and other communication by electronic mail (“email”).  Please return the completed form:

1. By email to info@sageproperties.ca;
2. Using the enclosed envelope addressed to Alliance Trust Company;
3. By fax to 403.457.4707 attention: Sage Properties Corp.

If there are any other changes to your contact information, please contact:

Alliance Trust Company
1010, 407 – 2^nd St. SW
Calgary, AB T2P 2Y3
Tel: 403-237-6111

Please note SAGE’s new mailing address:
115, 1925 – 18^th Avenue NE
Calgary, AB T2E 7T8

• FINANCIAL RESULTS FOR PERIOD ENDED SEPTEMBER 30, 2019

Please find attached SAGE’s unaudited interim financial statements, including notes, for the six-month period ended September 30, 2019 for information purposes.  Please be advised that these statements have not been audited nor reviewed by SAGE’s auditors and are subject to change.

• STRATEGIC PLAN UPDATES:

• MARKETING PROCESS – PRINCE OF PEACE MANOR, HARBOUR & SCHOOL

Earlier this year the board revisited the strategic plan to determine if it would be in the best interests of shareholders to move forward with the sale of SAGE’s assets, without the subdivision and emancipation of the utility operations being 100% complete. During this period, SAGE also experienced an increase in interest from qualified buyers. Seeing this increase in interest in the market, the board made the decision to move forward with hiring a broker and to start the process of disposing SAGE’s assets. In June 2019, the board hired KPMG Corporate Finance, an experienced middle market broker, to commence a confidential sales process.

In August 2019, KPMG commenced a broad divestment process, and is currently reviewing offers that have been received and is assisting potential buyers with due diligence.  The board remains optimistic that the process will complete with a successful transaction in 2020.

SAGE also commenced a marketing process for the school this year and are excited about the interest received.  KPMG is currently reviewing offers received and assisting potential buyers with due diligence.

• SUBDIVISION & UTILITY

SAGE continues to work towards subdivision and is in discussions with Rocky View County (“RVC”) regarding subdivision.  Based on the feedback received from the county, SAGE is currently developing a revised proposal with its urban planner, IBI Group, to proceed with the next steps including discussions regarding options for the construction of a water supply pipeline to the Prince of Peace site. The Village and SAGE are working together with the RVC to move the process forward with respect to the construction of a water pipeline.

• VILLAGE NEGOTIATIONS

SAGE and the Prince of Peace Village condominium board (“the Village”) have been in discussions regarding the emancipation of the utility operations and other easement issues since 2017.  In March 2018, SAGE filed a court application to replace the easements on title to better reflect the ownership and operations of the water utility.  Subsequent to the court application in 2018, SAGE and the Village met to try to discuss and resolve the utility ownership issues.  Unfortunately, a resolution was not reached through the discussions held and in early 2019, SAGE requested a new court hearing asking for the court to make a ruling on the ownership and easement issues. At the court hearing held on September 12, 2019, Justice Romaine recommended that the parties use mediation to resolve the easement issues and both parties agreed to mediation.

A mediation session was held on November 19, 2019 between SAGE and the Village.  The mediation was successful in finding a workable solution to the utility ownership and other easement issues. A written agreement is currently being drafted by legal counsel to resolve the outstanding issues. 

• ENVIRONMENTAL RECLAMATION

SAGE has been working with our environmental consultants to develop reclamation plans to reclaim the areas known as the former sewage lagoon, the former brackish water lagoon and the water treatment plant.   In the fall of 2019, Alberta Environment approved the reclamation plans and work was scheduled.

As of the end of November 2019, all reclamation work was completed and Alberta Environment has received the final reports for the sewage lagoon and brackish lagoon reclamation as well as the decommissioning of the water treatment plant. Management expects approval and sign-off of the reclamation work by Alberta Environment by the end of the year.  Subsequent monitoring and a 3-year weed control plan will be implemented to ensure the reclaimed land returns to tame pasture as outlined in the reclamation plans approved by Alberta Environment.  

If you have any questions regarding this newsletter, please contact the SAGE office at (403) 478-9661 or info@sageproperties.ca

Wishing you a very Merry Christmas and all the best in 2020.

Sincerely yours,
Signed “Sandra Jory”
Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

Dear Shareholder,

Sage Properties Corp. (“Sage”) wishes to advise that Scott McCourquodale has stepped down as CEO and Sage board member effective August 30, 2019.   Mr. McCourquodale served in these roles at Sage for approximately three years. The board of directors of Sage thanks Mr. McCourquodale for his contributions to the company and wishes him well on his future endeavours. Sage does not expect to obtain a replacement for Mr. McCourquodale. The board of directors believes it can carry out its current value maximizing mandate within the current management team.

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.

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.

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.

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

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.

B. UTILITIES 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