Good afternoon, everybody, and welcome to the 2024 Annual General and Special Meeting of Unitholders of Boston Pizza Royalties Income Fund. My name is Marc Guay, and I am a trustee of the Fund. There was no quorum present at the Annual General and Special Meeting held on June 13, 2024, so the meeting was adjourned to today. I would like to call the 2024 Annual General and Special Meeting of the Unitholders of Boston Pizza Royalties Income Fund to order. As a trustee of the Fund, I will act as the chair of this meeting. Jonathan Jeske of Boston Pizza International, Inc will act as secretary for the meeting. Also, Marisa Beintema of Computershare Investor Services, Inc, will act as scrutineer for the meeting. I would like to welcome and thank you for taking the time to attend this meeting.
Before proceeding with the formal business of the meeting, I would like to introduce the other two trustees of Boston Pizza Royalties Income Fund, who are in attendance: Paulina Hiebert and Shelley Williams. In addition, I would like to introduce Jordan Holm, President of Boston Pizza International and Boston Pizza General Partner, who is participating in today's meeting. I have before me an affidavit of Brendan H. Black of Computershare, attesting that the notice calling this meeting, together with the Management Information Circular, were mailed to registered unitholders and intermediaries in accordance with National Instrument 54-101. Therefore, I conclude that the meeting has been properly called. With your consent, I will not read the formal notice of meeting that was sent to unitholders.
Pursuant to Section 13.3 of the Amended and Restated Declaration of Trust, dated December 7, 2010, the voting unitholders present, either personally or by proxy, shall form a quorum at this adjourned meeting. I have before me, and I adopt the scrutineer's report on attendance, which confirms that a quorum is present for the meeting. As a result, I declare that this meeting is duly constituted for the transaction of business. The minutes of the last annual meeting of the voting unitholders of the Fund, which was the annual general meeting held on June 15, 2023, are available for inspection by any unitholder. I will entertain a motion to take the minutes as read and confirmed.
So moved.
Is there any discussion on the motion? All those in favor, please signify by raising your right hand. Against, if any? Motion is carried. On behalf of the Board of Trustees, I have for presentation the audited consolidated financial statements of the Fund and the auditors' report thereon for the periods ended December 31, 2023, and December 31, 2022. Unless there are questions arising from the audited financial statements, I will consider the audited financial statements received by the unitholders as submitted to this meeting. Are there any questions regarding the audited financial statements? Okay. The next item of business is the appointment of auditors. It is proposed that the Fund reappoint KPMG LLP as auditors of the Fund.
Accordingly, I ask for a motion that KPMG LLP be appointed as auditors of the Fund for the ensuing year and that the remuneration of the auditors be determined by the trustees of the Fund.
So moved.
Is there any discussion on the motion? All those in favor, please signify by raising your right hand. Withheld, if any? The motion is carried. Congratulations. We will now proceed with the appointment of trustees of the Fund for the coming year. The Management Information Circular, which was mailed to Unitholders in connection with this meeting, contains the names of, and information about, the nominees to the Board of Trustees. There are three positions to be filled, each one for a term ending at the next annual meeting or until a successor is duly appointed. I now declare the meeting open for nominations for trustees.
I nominate the persons named in the Management Information Circular for this meeting to be trustees of the Fund, namely, Marc Guay, Paulina Hiebert, Shelley Williams.
Are there any further nominations? Well, each of the nominees has previously consented to act as a trustee of the Fund. If there are no other nominations, I would ask for a motion that nominations be closed.
So moved.
Is there any discussion on the motion?... All those in favor, please signify by raising your right hand. Against, if any? The motion is carried. In accordance with the terms of the Fund's majority voting policy, this vote will proceed by ballot. Only registered holders of trust units and special voting units of the Fund, or their duly appointed proxy holders, are entitled to vote on any matter at this meeting. Each person entitled to vote was given a separate ballot form for the election of trustees when they registered with the scrutineer before the start of the meeting. Your completed and signed ballot should have been returned to the scrutineer by this time. If you've not already done so, please ensure that your ballot is completed and signed, and then return it to the scrutineer.
We come now for the approval of the Fourth Amended and Restated Declaration of Trust. With your approval, we propose to amend and restate the Amended and Restated Declaration of Trust, dated December 7, 2010, to modernize its provisions and account for changes in the Fund's structure and business. Full details on the Fourth Amended and Restated Declaration of Trust are set out in the Management Information Circular, mailed to unit holders in connection with this meeting. We believe updating the Amended and Restated Declaration of Trust will be beneficial to the Fund for the reasons set out in the Management Information Circular. The form of the special resolution to approve the Fourth Amended and Restated Declaration of Trust is set out in Schedule 2 of the Management Information Circular. Does anyone have any questions at this point? You should have already received a form of ballot.
If you have not and are entitled to vote, please raise your hand. If you have not already done so, please ensure that your ballot is completed and signed, and then return it to the scrutineer. In order to be approved, the special resolution must be approved by at least 66 and 2/3 of the votes cast by or on behalf of holders of trust units and special voting units. I now have the scrutineer's report on the results of the ballots. In respect of appointment of trustees, the scrutineer's report reads as follows: Marc Guay, 5,726,780 units voted in favor, and 129,804 units withheld from voting.
Paulina Hiebert, 5,613,125 units voted in favor, and 243,459 units withheld from voting. Shelley Williams, 5,731,107 units voted in favor, and 125,477 units withheld from voting. I declare that Marc Guay, Paulina Hiebert, and Shelley Williams have been elected as trustees of the Fund for the ensuing year to hold office until the next annual meeting of the Fund or until their successors are elected or appointed in accordance with the provisions of the Fund's Amended and Restated Declaration of Trust.
In respect of approval of the Fourth Amended and Restated Declaration of Trust, the scrutineer's report reads as follows: 4,972,210 units voted in favor, 884,374 units voted against approval of the Fourth Amended and Restated Declaration of Trust. I therefore declare the Fourth Amended and Restated Declaration of Trust has been approved. We have now completed the formal business for which this meeting was called.