Overview

ShawCor will eliminate its dual class share structureunder a CBCA Plan of Arrangement through a purchase by Seaborn Acquisition Inc. ("Purchaseco" - a Newco with nominal assets and capital) of each Class A subordinate voting share (a "Class A share") of ShawCor in consideration for one Purchaseco share common share and of each Class B multiple voting share (a "Class B share") in consideration for 90% of $43.43 in cash and 10% of 1.1 common shares of Purchaseco, following which Purchaseco will be amalgamated with ShawCor.

Overview

The Trust is the largest diversified closed-end investment fund in Canada. It is listed on the TSX. It is proposed that its Declaration of Trust be amended, subject to the approval of Unitholders, to give the Manager the specific authority to amend the Plan by adding the Premium Distribution Component to the Plan. This would entail units being issued at a 5% discount, but with provision for immediate cash sale at 102% of their cost.

Distribution Reinvestment Plan

Distributions

91% of distributions for 2013 (at an estimated monthly rate, following the initial distribution for most of the balance of 2013 of $0.6875 per unit) are estimated to be tax-deferred. Such distributions are estimated to approximate 93% of AFFO. Under an FX hedging arrangement, an arm's length counterparty will agree to exchange euros for Canadian dollars on a monthly basis at an agreed exchange rate. The DRIP will use 3% bonus distributions.

Full summary under Offerings - Cross-Border REITs.

Distributions

Based on an anticipated AFFO payout ratio of 90%, it is anticipated that 100% and 55% of 2012 and 2013 monthly distributions, respectively, will be tax deferred. Participants electing to receive cash distributions in units under the distribution reivestment and unit purchase plan will receive a further "bonus" distribution equal to 3% of the amount of each reinvested distribution - which also will be reinvested.

Distributions

Expected to be $.06667 per unit per month (45% tax deferred for 2012), representing approx. 90% of AFFO (i.e., 90% of $.89 p.a.) including interest on the exchangeable notes. A DRIP with 4% bonus distributions, with the right to make additional optional cash purchases of up to $250,000 per year. Where the Canadian taxable income is not otherwise fully distributed in a year, additional units will be issued.

Full summary under Offerings - Foreign Asset Income Funds and LPs.

Deferred Unit Plan

Background. The purpose of the Deferred Unit Plan is to promote a greater alignment of Trustees' interests with those of Unitholders. During 2014, the Board of the REIT instituted a requirement that Trustees, the CEO and the CFO acquire over a period of up to five years, that number of Units having a value equal to three times their annual compensation. The adoption of the Deferred Unit Plan will allow each non-executive Trustee the opportunity to receive a percentage of his or her annual retainer in the form of Deferred Units.

DU grant

Each Participant (being a non-employee trustee of the REIT) may elect in advance to receive up to 100% of his or her Trustee Retainer Fees otherwise payable in cash in the form of Deferred Units ("Elected DUs"), with the REIT potentially also granting "Granted DUs." Each Granted DU or Elected DU (collectively, "Deferred Units") will vest immediately on grant and is intended to be economically equivalent to one REIT Unit (a "Unit").

See also Calloway REIT elimination of subtrust through s. 107.4 transfer and s. 132.2 merger (including diagram) below.

Overview