Good morning, ladies and gentlemen. On behalf of the Board of Trustees, it is a pleasure to welcome you to the annual and special meeting of unitholders of Automotive Properties Real Estate Investment Trust. My name is Milton Lamb. I am the President and Chief Executive Officer of Automotive Properties. We've determined to again hold this year's meeting in a virtual meeting format by way of a live webcast. We hope that hosting a virtual meeting will enable greater participation by our unitholders by allowing unitholders who might not otherwise be able to travel to a physical meeting to attend online. Joining me this morning via webcast are Andrew Kalra, our Chief Financial Officer and Corporate Secretary, our nominee trustees, and our auditors. It's now my pleasure to introduce Kap Dilawri, our Chairman, who will oversee the formal portion of this meeting. Kap?
Thank you, Milton. Good morning, everyone. I would now like to formally call to order the annual and special meeting of unitholders of Automotive Properties Real Estate Investment Trust. I would ask Mr. Andrew Kalra to act as the secretary of the meeting. I would also ask Rita Gutierrez-Fernandez of Broadridge Investor Communications to act as the scrutineer of the meeting. Notice of the annual and special meeting was mailed to unitholders on April 17, 2026. We have received an affidavit from Broadridge confirming the mailing. I direct that copy of the affidavit be kept with the records of this meeting. I have received the scrutineer's preliminary report on the attendance of the meeting of unitholders. The secretary has confirmed there is a quorum present. Of the approximately 55 million issued and outstanding Units and Special Voting Units , 34 million or 62% are represented.
I therefore declare the meeting is properly constituted for the transaction of the business for which it has been called. I will begin today's meeting by outlining how voting and questioning will be addressed in the virtual meeting format. The primary difference is how we will conduct today's meeting in the manner in which voting will take place. Usually, this year is no exception, the majority of unitholders submit their proxies or voting instruction in advance of the meeting. In situations where the meeting is held in person, registered unitholders or duly appointed proxy holders who wish to vote at the meeting would be required to attend the meeting in person. Since we are hosting today's meeting virtually, voting during the meeting will take place on a virtual webcast platform. To vote, click the Vote Here button on the webcast platform and submit your vote.
Voting will be open throughout the formal portion of the meeting. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, you do not need to vote during the meeting. Another manner in which today's virtual meeting will differ as compared to historical in-person unitholder meetings is with respect to questions, which will be accepted through the online platform. To submit a question, type your question into the text box under Ask a Question at the bottom of your screen and click Submit. When submitting a question, please identify whether it relates to a motion being considered as part of the formal business of the meeting or whether it's general in nature and relates to our financial results.
We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions or questions relating to our financial results until the formal business has been completed. Questions with the common themes may be grouped together for efficiency. I encourage you to submit your questions as early as possible and keep your questions brief. Mr. Andrew Kalra, our Chief Financial Officer and Corporate Secretary of Automotive Properties, will read the questions aloud, and either he, Milton, or myself will respond. Please note that only registered unitholders and duly appointed proxy holders are entitled to vote and ask questions at this meeting. Beneficial unitholders who have not duly appointed themselves as proxy holders will not be able to vote at this meeting. I will now turn to our formal business.
The items on the business of this meeting are described in the Management Information Circular dated April the 8th, 2026. There are four items of business to be considered today. First, to receive Automotive Properties consolidated financial statements for the year ended December 31st, 2025. Second, to elect the trustees. Third, to reappoint the auditors and authorize the trustees to fix their remuneration.
Fourth, to consider, if deemed appropriate, to adopt, with or without variation and an ordinary resolution in the form set of Appendix A to the Management Information Circular, approving the amendments to the equity incentive plan to increase the number of units authorized for the issuance under the equity incentive plan, and to amend the amendment provisions of the equity incentive plan to expressly require unitholders' approval for any amendment to cancel or reissue deferred units of the REIT as more particularly described in the Management Information Circular. Unitholders will have an opportunity to ask questions or make comments on each of these resolutions before a vote is taken. I would encourage you to submit any questions you have on the resolutions now.
To make the best use of time, I've arranged for certain unitholders to move and second the proposals which are called in the notice of the meeting. We will deal with the formal items of the business first. At that conclusion of such business, Milton Lamb, our President and Chief Executive Officer, and Andrew Kalra, our Chief Financial Officer and Corporate Secretary, will review our accomplishments during 2025 and our direction for the future. After the presentation, you will have an opportunity to ask questions of our management team through this online platform. I would encourage you to take advantage of the opportunity by submitting questions as early as possible. Now placed before the meeting fiscal 2025 consolidated financial statements of Automotive Properties and the auditor's report therein. These are included in the annual report, which is available online.
No action needed to be taken by unitholders with respect to such financial statements. Before proceeding with the elections of the trustees, I would first like to acknowledge the significant contribution of Stuart Lazier, who is not standing for re-election at today's meeting. Thank you, Stuart, for your dedication and service to the REIT since our inception in 2015. We will now proceed to the election of trustees. In addition to myself, with us today are, over webcast, all of the trustee nominees being Brad Cutsey, who will be standing for election for the first time, Patricia Kay, Chair of our Governance, Compensation and Nominating Committee, Milton Lamb, our President and Chief Executive Officer, Maggie MacDougall, who will be standing for election for the first time, James Matthews, Julie Morin, Chair of our Audit Committee, and John Morrison, our Lead Independent Trustee.
In creating Automotive Properties, we recognize that a strong governance structure starts with the Board of Trustees . The trustees are responsible for supervising Automotive Properties' management on behalf of the unitholders, and they are extremely well qualified. Since the creation of Automotive Properties, the trustees have been responsible for developing, establishing, and monitoring principles and practices consistent with the high standards of governance. They have been actively engaged in the reviewing Automotive Properties' strategic direction, assessing and evaluating the integrity of the internal controls over financial reporting, and establishing sound corporate governance practices. Our Management Information Circular contains detailed biographies setting out the professional qualifications and experience of these nominees. Eight trustees are to be elected. All eight of the management's recommended nominees have consented to stand for election to the board.
Six proposed nominees are currently members of the board, and two nominees are standing for the board election for the first time. In keeping with the best governance practices, unitholders vote for trustees individually rather by a full slate. I am pleased to report that based on the proxies received by the scrutineer in advance of this meeting, each trustee nominee received votes in favor of their election from at least 99% of the votes cast. Andrew Kalra, were there any questions or comments submitted in connection with the election of the trustees?
No, Kap. We have not received any such questions.
Thanks, Andrew. Could I please have a nomination for the election of the trustees?
Mr. Chairman, I nominate the following persons for election as trustees for Automotive Properties to hold office until the next annual meeting of unitholders or until their successors are duly elected or appointed. Kap Dilawri, Brad Cutsey, Patricia Kay, Milton Lamb, Maggie MacDougall, James Matthews, Julie Morin, John Morrison.
Mr. Chairman, I second each of these nominations.
Thank you. Automotive Properties' Declaration of Trust requires that the nominations of trustees by unitholders be received by the trustees at least 30 days in advance of the meeting in order to be valid. As no nominations other than the Dilawri nominee are set forth in the Management Information Circular and included for election of the meeting were received prior to the deadline, the nominations are closed. As this is an uncontested election, Automotive Properties' Majority Voting Policy will apply, which in short means that any trustee receiving more withhold votes than votes for is required to promptly offer his or her resignation for consideration by the board as declared in the Management Information Circular . We have now heard the motions for the election of the trustees. I would ask registered unitholders or duly appointed proxy holders to cast their votes through the online portal.
As a reminder, if you have already voted or sent your proxy, there is no need to do anything else unless you wish to change your vote. Okay. Thank you for casting your votes. We will now proceed to the reappointment of the auditors of Automotive Properties and the authorization of the trustees to fix the auditors' remuneration for the 2026 fiscal year. Andrew, were there any questions or comments submitted in connection with the reappointment of the auditors and the authorization of the trustees to fix the auditors' remuneration for the 2026 fiscal year?
No, Kap. We have not received any such questions.
Thank you, Andrew. I will now entertain a motion for the reappointment of the auditors of Automotive Properties and the authorization of the trustees to fix the auditors' remuneration for the 2026 fiscal year.
Mr. Chairman, I move that BDO Canada LLP, Chartered Professional Accountants be reappointed as auditors of Automotive Properties until the next annual meeting of unitholders and that the trustees be authorized to fix the auditors' remuneration for the 2026 fiscal year.
Mr. Chairman, I second the motion.
Thank you. You have now heard the motion for the reappointment of the auditors. I would ask registered unitholders or duly appointed proxyholders to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. Thank you for casting your votes.
The final item of business is to consider, and if deemed appropriate, to adopt, with or without variation, an ordinary resolution in the form set out in Appendix A to the Management Information Circular approving the amendments to the Equity Incentive Plan to increase the number of units authorized for issuance under the Equity Incentive Plan, and to amend the amendment provisions of the Equity Incentive Plan to expressly require unitholders' approval for any amendment to cancel or reissue deferred units of the REIT, and more particularly described in the Management Information Circular. The purpose of the Equity Incentive Plan is to promote the alignment of the interests of the individuals eligible to participate in the Equity Incentive Plan with those of the unitholders.
An increase in the number of units available for issuance under the Equity Incentive Plan will allow Automotive Properties to continue to grant awards under the Equity Incentive Plan to achieve the purpose, as well as to motivate the participants to achieve Automotive Properties' annual business and strategic objectives and to more closely align interests of participants with those of the unitholders. The Board of Trustees unanimously supports this resolution and believes that its approval by unitholders is in the best interest of Automotive Properties and the unitholders. If you agree with them, you should vote in favor of this resolution. For the resolution to be approved by the unitholders of Automotive Properties and to be effective in accordance with the applicable law, the resolution must be approved by not less than a majority of the votes cast by unitholders at this meeting.
I am pleased to report that based on the proxies received by the scrutineers in advance of this meeting, the resolution received votes in favor from approximately 99% of the votes cast. Andrew, were there any questions or comments submitted in conjunction with the approval of the amendments to the Equity Incentive Plan ?
No, Kap. We have not received any such questions.
Thank you, Andrew. I now call for a motion with respect to the approval of the amendments of the Equity Incentive Plan .
Mr. Chairman, I move that the resolution to amend the Equity Incentive Plan as set out in Appendix A to the Management Information Circular, which accompanied notice of this meeting, to be passed as an ordinary resolution of the unitholders of Automotive Properties.
Mr. Chairman, I second the motion.
Thank you. You have now heard the motion to approve the amendments of the Equity Incentive Plan . I would ask registered unitholders or duly appointed proxyholders to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. Thank you for casting your votes. The polls are now closed. This brings us to the end of the voting items of business for this meeting. The scrutineer will now tabulate the votes cast, and we will report back shortly. We have received the preliminary results from the scrutineer. On the election of the trustees, the voting results show that each trustee nominee received votes in favor from at least 99% of the votes cast, and there are eight trustees to be elected at the same number of nominees.
I now declare that the proposed nominees have been duly elected as the trustees of Automotive Properties Real Estate Investment Trust to hold office until the next annual meeting of unitholders or until they resign or their successors are duly elected or appointed. On the reappointment of the auditors, the voting results show 99% were cast in favor for the reappointment of BDO Canada LLP, Chartered Professional Accountants as the auditors of Automotive Properties Real Estate Investment Trust, and that the trustees are authorized to fix the auditors' remuneration for the 2026 fiscal year. On the amendments to the Equity Incentive Plan , the voting results show that 99% were cast in favor of the resolution to amend the Equity Incentive Plan . I therefore declare the resolution passed.
The final voting results will be available after the meeting and will be posted on SEDAR. If there is no further business to be brought before the meeting, I will entertain a motion for the formal termination of this meeting.
Mr. Chairman, I move that the meeting terminate.
Mr. Chairman, I second the motion.
Thank you. I now declare the formal part of the meeting terminated, and Milton Lamb and Andrew Kalra will now lead the management presentation and Q&A period.
Great. Thanks, Kap Dilawri. I'll begin with a review of our 2025 operational highlights and financial results, and then discuss our key developments to date this year. Andrew Kalra will then review our 2026 first quarter financial results and position. I will then conclude with comments on our outlook and growth strategy, and we'll welcome any questions at that time. Please be advised that some of the statements made in this presentation may contain forward-looking information. These are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking information. We'll also be discussing certain non-IFRS measures, and please refer to our SEDAR+ filings for additional information on both risk factors and non-IFRS measures. 2025 marked our 10th anniversary since our initial public offering and was an instrumental year for Automotive Properties REIT.
We were highly active, completing acquisitions to further expand our property portfolio, and we implemented our first increase to our unitholder distributions, raising our monthly distribution from CAD 0.067 - CAD 0.0685 per unit, or CAD 0.822 per unit on an annualized basis. We acquired 13 properties in 2025, including our first three properties in the United States, for an aggregate purchase price of approximately CAD 200 million. From our IPO in 2015 to our year-end 2025, we grew our portfolio from 26 properties to 91 properties. We more than tripled our value of investment properties and increased our market capitalization from CAD 180 million to more than CAD 600 million. Our acquisitions in 2025 contributed to our significant growth in rental revenue, cash NOI, and AFFO per unit for the year.
Compared to 2024, our property rental revenue increased by 8.5%, cash NOI was up 8.4%, and AFFO per unit diluted increased to CAD 0.998 from CAD 0.932. Supported by our contractual fixed or CPI-adjusted annual rent increases, our Same Property Cash NOI increased by 2.1% this year. We paid cash distributions to our unitholders totaling approximately CAD 41.1 million or CAD 0.813 per unit for 2025, representing an AFFO payout ratio of 81.5%. This compares to a cash distribution of approximately CAD 39.5 million or CAD 0.804 per unit in 2024, representing an AFFO payout ratio of 86.3%.
The increase in the amount of cash we distributed, combined with our lower payout ratio for 2025, demonstrates the positive impact of our acquisitions and the embedded growth from our contractual fixed or CPI-adjusted annual rent increases in our net lease structure. We have continued to advance our acquisition program to date in 2026.
During the first quarter, we completed two property acquisitions, including a 39,000 sq ft full-service Hyundai dealership property situated on six acres of land in Quebec City, and a 60,000 sq ft Rivian-tenanted sales delivery and service facility situated on 3.7 acres of land in Vista, San Diego County, California. Subsequent to quarter end, we completed our second property acquisition in Southern California, consisting of two Penske Automotive dealership properties in Santa Ana in Orange County, California.
The dealerships are situated on parcels of land totaling approximately six acres within the Santa Ana Auto Mall, one of the area's premier automotive dealership corridors. The dealerships include Audi South Coast, a 32,000 sq ft full-service Audi facility, and Volkswagen South Coast, a 29,000 sq ft full-service VW dealership. Following entry into the U.S. market last year, we're pleased with the increased geographic and tenant diversity we have established through the latest acquisition south of the border.
We now own properties in Ohio, Florida, and California, representing leading automotive brands, including Tesla, Rivian, and Penske Automotive with their Audi and VW properties. We continue to position APR as an attractive real estate partner to major automotive dealership groups and OEMs in Canada and the United States. I'd now like to turn it over to Andrew Kalra to review our Q1 results and financial position in more detail. Andrew?
Thanks, Milton. Good morning, everyone. Our property rental revenue for the quarter ended March 31st, 2026, increased to CAD 29.1 million from CAD 23.9 million in Q1 a year ago, reflecting growth from the properties we acquired during and subsequent to Q1 last year and contractual annual rent increases. Total cash NOI and Same Property Cash NOI for the quarter totaled CAD 23.8 million and CAD 20.4 million, respectively, representing increases of 19% and 2.1% compared to Q1 last year. FFO and AFFO increased by 20.4% and 19.1% respectively compared to Q1 last year, reflecting higher rental revenue from our acquisitions and contractual rent increases. On a per unit basis, FFO increased to CAD 0.268 diluted, up from CAD 0.251 in Q1 last year, and AFFO per unit increased to a quarterly record of CAD 0.262 per unit from CAD 0.247 in Q1 a year ago.
We paid unitholder distributions totaling CAD 0.206 per unit in the quarter, representing an AFFO payout ratio of 78.6%. This compares with total distributions of CAD 0.201 per unit in Q1 last year for a payout ratio of 81.4%. The decline in our payout ratio, despite the increase in our annual cash distribution effective last September, demonstrates the positive impact of the properties we acquired during and subsequent to Q1 last year and contractual rent increases. Throughout 2025 and into 2026, we've continued to carefully manage our debt, executing transactions that increased our overall ability, extended maturity, and reduced exposure to fluctuations in interest rates.
At the end of Q1 2026, we had a debt-to-GBV ratio of 46.3%, and 77% of our debt was fixed, with a weighted average interest rate of 4.48%, a weighted average interest rate swap term and mortgages remaining of 4.8 years, and a weighted average term to maturity of debt of 2.8 years as we continue to increase and extend our credit facilities. As at May 13th, 2026, the date of our Q1 filings, we had approximately CAD 32.5 million of undrawn capacity under our revolving credit facilities and 13 unencumbered properties valued at approximately CAD 195 million. I'd like to turn the call back to Milton for closing remarks. Thank you.
That's great. Thanks, Andrew. Following a highly active year for acquisitions in 2025 and a solid start to 2026, we're now approaching 100 properties in total within our portfolio. With tenant leases, with leading automotive groups and OEMs contributing to our cash flows in support of unitholder distributions. We are successfully executing on our key objectives, including driving AFFO per unit, and building unitholder value. We look forward to building on our positive momentum in the year ahead, supported by a growing property portfolio featuring high-quality tenants providing essential retail and services, 100% occupancy and rent collection, locations within prime metropolitan markets featuring GDP and population growth, an attractive net lease structure, and embedded fixed or CPI-adjusted rental growth.
Looking ahead, we'll continue to evaluate acquisition opportunities in preferred urban markets in North America and remain focused on property location, leading automotive tenants and OEM brands, financial strength of the tenant groups, and transactions that contribute to AFFO growth per unit. On behalf of the Board of Trustees and our team at APR.UN, we thank you for your confidence and continued support. That concludes our presentation. We will now take unitholder questions that have been entered through the web portal. Please note we will attempt to answer as many questions at this time as time allows. Only questions that are relevant to the meeting will be addressed. Andrew, do we have any questions?
There appear to be no questions.
Okay. That concludes our annual and special meeting for unitholders. Thank you all for joining us today, and we look forward to reporting our continued progress in driving value for unitholders throughout 2026. You may now disconnect.
This concludes the meeting. You may now disconnect.