Q3 2021 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

For the Three and Nine Months Ended September 30, 2021

Contents
COVID-19 BUSINESS IMPACTS AND
RELATED RISKS ..............................................	3
BUSINESS OVERVIEW ....................................	3
BUSINESS STRATEGY ....................................	5
2021 OUTLOOK ................................................	5
SIGNIFICANT EVENTS.....................................	7
JOINT ARRANGEMENTS...............................	11
CONSOLIDATED RESULTS OF
OPERATIONS .................................................	12
Highlights..........................................................	12
FFO ..................................................................	13
Adjusted Resident Revenue, Adjusted Direct
Property Operating Expenses and
Adjusted NOI....................................................	14
Results of Operations by Reportable Segment17
Retirement Operations .................................................	17
Long Term Care Operations .........................................	20
Management and Other Fees ..........................	21
Interest Income ................................................	21
General, Administrative and Trust Expenses...	22
Finance Costs ..................................................	22
Other Income/(Expense) ..................................	23

Other Items ......................................................	23
CASH FLOW ANALYSIS................................	24
LIQUIDITY AND CAPITAL RESOURCES......	24
Liquidity............................................................	24
Debt .................................................................	25
Credit Rating ....................................................	29
Financial Covenants ........................................	29
Credit Facilities and Term Loans ..............................	30
Debentures.................................................................	32
Supporting Covenant Calculations...........................	34
Total Equity ......................................................	37
CAPITAL INVESTMENTS...............................	39
BALANCE SHEET ANALYSIS .......................	41
COMMITMENTS AND CONTINGENCIES......	41
SUMMARY OF SELECT FINANCIAL
INFORMATION................................................	42
ADDITIONAL INFORMATION ON NON-GAAP
FINANCIAL MEASURES ................................	43
CRITICAL ACCOUNTING POLICIES AND
ESTIMATES ....................................................	46
CONTROLS AND PROCEDURES .................	46
RISKS AND UNCERTAINTIES AND
FORWARD-LOOKING INFORMATION..........	47

About this Management's Discussion and Analysis

Chartwell Retirement Residences ("Chartwell" or the "Trust") has prepared the following management's discussion and analysis (the "MD&A") to provide information to assist its current and prospective investors' understanding of the financial results of Chartwell for the three and nine months ended September 30, 2021. This MD&A should be read in conjunction with Chartwell's unaudited, condensed consolidated interim financial statements for the three and nine months ended September 30, 2021, and the notes thereto (the "Financial Statements"), the audited consolidated financial statements for the years ended December 31, 2020 and 2019 and the notes thereto (the "2020 Financial Statements") and the annual MD&A for the year ended December 31, 2020 (the "2020 MD&A"). This material is available on Chartwell's website at www.chartwell.com. Additional information about Chartwell, including its Annual Information Form ("AIF") for the year ended December 31, 2020, can be found on SEDAR atwww.sedar.com.

The discussion and analysis in this MD&A is based on information available to management as of November 11, 2021.

All references to "Chartwell," "we," "our," "us" or the "Trust" refer to Chartwell Retirement Residences and its subsidiaries, unless the context indicates otherwise. For ease of reference, "Chartwell" and the "Trust" are used in reference to the ownership and the operation of retirement and long term care communities and the third-party management business of Chartwell. The direct ownership of such communities and operation of such business is conducted by subsidiaries of the Trust.

In this document we refer to joint ventures as defined by International Financial Reporting Standards ("IFRS") in 'IFRS 11 - Joint Arrangements' and that are accounted for using the equity method as "Equity- Accounted JVs".

In this document, "Q1" refers to the three-month period ended March 31; "Q2" refers to the three-month period ended June 30; "Q3" refers to the three-month period ended September 30; "Q4" refers to the three- month period ended December 31; "2021" refers to the calendar year 2021; and "2020" refers to the calendar year 2020, and "YTD" means year to date.

Unless otherwise indicated, all comparisons of results for Q3 2021 and 2021 YTD are in comparison to results from Q3 2020 and 2020 YTD, respectively.

In this document we use a number of performance measures that are not defined in generally accepted accounting principles ("GAAP") such as Net Operating Income ("NOI"), "Adjusted NOI", Funds from Operations ("FFO"), Internal Funds from Operations ("IFFO"), "Net Debt to Adjusted EBITDA Ratio", "Liquidity", "Imputed Cost of Debt", "Lease-up-Losses", "Adjusted Development Costs", "Unlevered Yield", "Estimated Stabilized NOI" "Adjusted Resident Revenue", "Adjusted Direct Property Operating Expense", "Total Equity" and any related per unit ("PU") amounts to measure, compare and explain the operating results and financial performance of the Trust (collectively, the "Non-GAAP Financial Measures"). These Non-GAAP Financial Measures do not have standardized meanings prescribed by GAAP and, therefore, may not be comparable to similar measures used by other issuers. The Real Property Association of Canada ("REALPAC") issued white papers with recommendations for calculations of FFO, Adjusted Funds from Operations ("AFFO"), and Adjusted Cash Flow from Operations ("ACFO") (the "REALPAC Guidance"). Our FFO definition is substantially consistent with the definition adopted by REALPAC. Please refer to the "Additional Information on Non-GAAP Financial Measures" section of this MD&A for details. As part of our financial covenants reporting, we present AFFO in accordance with the definitions used in our credit agreements. This definition differs from the definition in the REALPAC Guidance.

In this document we use various financial metrics and ratios in our disclosure of financial covenants such as "Debt Service Coverage Ratio", "Interest Coverage Ratio", "Total Leverage Ratio", "Adjusted Consolidated Unitholders' Equity Ratio", "Secured Indebtedness Ratio", "Unencumbered Property Asset Ratio", "Consolidated EBITDA to Consolidated Interest Expense Ratio", "Indebtedness Percentage", "Consolidated EBITDA", "Consolidated Interest Expense", "Regularly-Scheduled Debt Principal Repayments", "Consolidated Indebtedness", "Adjusted Consolidated Gross Book Value of Assets, AFFO", "Secured Indebtedness", "Consolidated Unsecured Indebtedness", "Unencumbered Property Asset Value",

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"Aggregate Adjusted Assets", "Unencumbered Aggregate Adjusted Assets", "Adjustment for accumulated depreciation and amortization", "Payment of cash distributions", "Investment restrictions", "Coverage ratio" and, "Amortization of finance costs and fair value adjustments on assumed mortgages". These metrics are calculated in accordance with the definitions contained in our credit agreements and the trust indenture governing our outstanding debentures and may be described using terms which differ from standardized meanings prescribed by GAAP. These metrics may not be comparable to similar metrics used by other issuers. Please refer to the "Liquidity and Capital Resources - Financial Covenants" section of this MD&A for details.

All dollar references, unless otherwise stated, are in Canadian dollars.

Risks and Uncertainties

Please refer to the "Risks and Uncertainties" and the "COVID-19 Business Impacts and Related Risks" sections of our 2020 MD&A, as well as our AIF dated March 4, 2021, for detailed discussions of risk factors and uncertainties facing Chartwell.

Forward-Looking Information

This document contains forward-looking information that reflects management's current expectations, estimates, forecasts and projections about the future results, performance, achievements, prospects or opportunities for Chartwell and the seniors housing industry as of the date of this MD&A. Refer to the "Forward-Looking Information" section on page 47 of this MD&A.

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COVID-19 Business Impacts and Related Risks

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic (the "pandemic"). The spread of COVID-19 negatively affected our business, and it is expected to continue to do so for a period of time which currently cannot be reliably determined.

Our revenue and operating results depend significantly on the occupancy levels at our retirement residences and long-term care homes. Numerous safety measures, restrictions, and directives to reduce the spread of COVID-19 were implemented by governments and health authorities that affected and continue to affect many aspects of our operations during the pandemic.

A detailed discussion of COVID-19 business impacts and related risks can be found in our 2020 MD&A.

Business Overview

Chartwell is in the business of serving and caring for Canada's seniors. We are passionate about what we do because we know we are positively impacting the lives of many people.

Our Vision Our Mission

Making People's Lives BETTER

To provide a happier, healthier and more fulfilled life experience for seniors To provide peace of mind for our residents' loved ones

To attract and retain employees who care about making a difference in our residents' lives, and

To provide an investment opportunity that benefits society with reasonable and growing returns to the unitholders.

Our Values Respect - We honour and celebrate seniors Empathy - We believe compassion is contagious

Service Excellence - We believe in providing excellence in customer service Performance - We believe in delivering and rewarding results

Education - We believe in lifelong learning

Commitment - We value commitment to the Chartwell family

Trust - We believe in keeping our promises and doing the right thing

Our Portfolio

Chartwell is an open-ended real estate trust governed by the laws of the Province of Ontario. We indirectly own and operate a portfolio of seniors housing communities across the complete continuum of care, all of which are located in Canada.

Independent Living

Independent

Assisted Living

Memory Care

Long Term Care

Supportive Living

("IL")

("AL")

("MC")

("LTC")

("ISL")

Age-qualified suites/

Age-qualified suites/

Age-qualified suites

Age-qualified suites

Access to 24-hour

townhouses/ bungalows/

townhouses/

with a base level of

with personal care

nursing care or

apartments with

bungalows/

personal assistance

services included in

supervision in a secure

availability of providing

apartments with

services included in

base fee for persons

setting, assistance with

meals and dining,

dining, housekeeping

the service fee, in a

with Alzheimer's

daily living activities

housekeeping and

and laundry services

separate wing, floor or

disease or other forms

and high levels of

laundry services without

with personal

building. Additional

of dementia, in a

personal care.

personal care

assistance services

care services may be

separate/secure wing,

Admission and funding

services/personal

available

added on top of base

floor or building

are overseen by local

assistance available

fee

government agencies

in each province

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