Good morning, ladies and gentlemen, and welcome to the Bridgemarq Real Estate Services Inc. Annual Meeting of Shareholders. Please note that the meeting is being recorded. I would like to introduce Lorraine Bell, Chair of the Board of the corporation. Ms. Bell, the floor is yours.
Thank you. My name is Lorraine Bell, and as Chair of the Board of the corporation, I will be chairing the meeting today. Before we begin with the formal business portion of the meeting, I will provide some comments on voting and asking questions at today's meeting. In making the decision to hold today's meeting virtually, we have ensured that shareholder rights are protected. As such, this meeting offers shareholders the same opportunities to participate as an in-person meeting. I welcome all guests who are not registered shareholders or holding proxies for registered shareholders. As a reminder, as with an in-person meeting, only registered shareholders and duly appointed proxy holders who have registered with the transfer agent ahead of time are able to vote or ask questions during the formal portion of the meeting. Guests will be permitted to ask questions during the management presentation after the meeting.
Depending on the nature of the question, including certain financial or operational questions, responses may be deferred to the corporation's earnings call scheduled for later this afternoon. We will conduct the votes on the matters before us by poll. On a poll, every shareholder entitled to a vote has one vote for each share entitled to be voted on the matter and held by that shareholder. Voting during this meeting can only be done through our virtual voting platform on the webcast. The polls are now open for all matters to be voted on at this meeting. Those of you who have registered to vote today should see a voting tab on the left side of the screen. Voting is now open and can completed at any time from now until the end of the formal business of the meeting.
Thank you to those of you who have already voted. Votes collected by any poll will reflect selections at the time the poll closes. If you have already voted in advance of the meeting, you do not need to do anything as your vote has already been recorded. However, if you wish to change your vote or if you have not yet voted, we encourage you to vote now. Shareholders and guests can submit questions at any time during the meeting. There will be opportunities for registered shareholders and duly appointed proxy holders to ask questions specific to each resolution. If you have a question, select the Ask a Question button on the left-hand side of the page. Type your question in the chat box and click on the Ask Now button to submit the question.
We ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting, or whether it is one of more of a general nature. We will address all questions that directly relate to a particular motion at the appropriate time of the meeting. We will respond to general questions following the formal business of the meeting during the management presentation, time permitting. All questions received will be read out in order at the appropriate time so that all participants are aware of the question being addressed. With that, I would like to call the meeting to order. Again, I remind you that the polls are open for all matters to be voted on at this meeting.
I will now ask the TSX Trust Company through its representative to act as scrutineer to report on the restricted voting shareholders present online and the number of restricted voting shares represented by proxy at this meeting to compute the votes on any polls taken or ballots cast at this meeting or any adjournment, in each case to report to me as chair. With me today is Spencer Enright, the corporation's Chief Executive Officer. Also with us today are Wallace Wang, the Chief Financial Officer, and Paul Zappala, the Chief Legal Officer, who will be acting as Secretary of today's meeting. Misters Enright, Wang, and Zappala have joined me in the offices of the corporation for this meeting. First, I will deal with the formal business of the meeting as outlined in the management proxy circular that you received in April.
Mr. Enright will then make a presentation on the corporation's financial and operating performance. Finally, management will be happy to answer your questions, time permitting. In order to expedite the formal part of the meeting, I have asked certain individuals to nominate and to second various resolutions. Although this procedure will assist in the handling of the formal matters, it is not intended to discourage anyone from participating in reference to any resolution after it has been proposed and seconded. Any proposed amendments or objections to a motion will need to be submitted as questions using the Ask a question tab on the left side of the webpage.
All proposed amendments or objections submitted by shareholders or duly appointed proxy holders who are entitled to vote at the meeting will be addressed during the meeting, provided that they are submitted before the polls are closed. As I previously mentioned, questions which do not specifically relate to the formal matters being addressed at the meeting will be considered during the presentation of management at the conclusion of the meeting, time permitting. I have been advised by the secretary that he has received the declaration from TSX Trust Company dated April 14th, 2026, that the notice and access calling this meeting and the accompanying management information circular, the form of proxy, and the audited financial statements for the year ended December 31st, 2025, and the related auditor's report remain available to shareholders of record at the close of business on April 13th, 2026.
Therefore, we will dispense with the reading of the notice of the meeting. I have received the scrutineer's preliminary report on attendance, and I confirm that we have received the required quorum for this meeting. A copy of the scrutineer's final report on attendance will be filed with the records of the meeting and posted on SEDAR+. I now declare that this meeting is properly constituted for the transaction of the business for which it has been called. The minutes of the annual meeting of shareholders held on May 13th, 2025, were reviewed by the board of directors of the corporation at its quarterly meeting on August 13th, 2025. Such minutes were found to be in order and were re-approved by the board at that meeting and have been included in the minute book of the corporation.
I trust that everyone's had an opportunity to read the materials that were provided prior to the meeting, including the annual report, which includes the letter to shareholders, the management's discussion and analysis for the year ended December 31, 2025, and the audited financial statements for the corporation, including the auditor's report thereon. Copies of these materials were made available to all shareholders and are available on SEDAR+ and on the corporation's website at www.bridgemarq.com. Should anyone have any questions relating to these materials or questions of a more general nature, we will be pleased to respond to them during management's presentation after the conclusion of the meeting. The Chief Financial Officer has tabled the consolidated financial statements of the corporation for the year ended December 31st, 2025, together with the auditor's report, and such financial statements will form a part of the record of this meeting.
The next item of business is the appointment of auditors and the authorization to fix their remuneration. It is the intention of the persons named in the management proxy sent to all shareholders to vote in favor of a resolution appointing Ernst & Young LLP as the external auditor of the corporation until the next annual meeting and authorizing the board of directors to fix the remuneration paid to the auditors. As stated in the management information circular, the audit committee of your board of directors has recommended to the shareholders that Ernst & Young LLP be appointed as the corporation's external auditor. Will someone please move a resolution for the appointment of the auditors?
Madam Chair, I move that Ernst & Young LLP be appointed auditors of the corporation to hold office until the next annual meeting of shareholders and that the directors be authorized to fix their remuneration.
Thank you, Wallace. May I have a seconder?
Madam Chair, I second the motion.
Thank you, Spencer. Adoption of this motion requires a favorable vote of the majority of votes cast at the meeting by the shareholders. Management has received proxies representing approximately 13.8% of the corporation's restricted voting shares. In addition, management has received a proxy for the special voting share, which is entitled to 6,248,544 votes. These proxies represent approximately 48% of the total votes eligible to be cast at this meeting and direct me to vote 98.3% of the eligible votes in favor of the resolution. I will now ask Mr. Zappala to please advise if any questions specific to this motion were submitted or if there were any objections or amendments to this motion.
We will wait for a brief period of time to allow for the broadcast delay and to allow eligible voters to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion, nor any objections or amendments submitted.
Thank you, Paul. As there have been no questions or comments submitted related to this motion, we will now proceed with the vote. If you have not already recorded your vote, please record it now, remembering that if you've already voted in advance of the meeting and do not wish to change your vote, no further action is required. We will wait for a brief moment to allow you to record your vote. The next item of business is the election of directors. The corporation's board is comprised of seven persons. Brookfield Business Partners, through its sub-subsidiary, Brookfield BBP Canada Holdings LP, is entitled to designate up to two-fifths of the members of the board and has chosen to designate Mr. Spencer Enright and Ms. Jingwen Liu as their representatives for the board of directors.
With the designation of two directors by the Brookfield Business Partners, there are five directors to be elected at this meeting who will hold office until the earlier of the end of the next annual meeting or until their successors are elected or appointed. The proposed nominees for election as directors are Lorraine Bell, Jitanjli Datt, Joe Freedman, Brian Hoecht, and Gail Kilgour. Mr. Bastable, who served as a director of the corporation since 2019, will not be standing for re-election. We thank him sincerely for his dedicated service and his valued contributions. Mr. Freedman is standing for election as director for the first time, having previously served as a designated director of the corporation nominated by Brookfield Business Partners since 2019. All of the other director nominees have served on the board of directors since they were elected at last year's shareholders meeting.
All of these director nominees are present virtually on this call today. Additional information on the proposed director nominees is set out in our management information circular, which was sent to all shareholders. I now declare the meeting open for nominations.
Madam Chair, I nominate for election as directors of the corporation the five nominees named in the corporation's management information circular relating to the annual meetings of the shareholders dated March 31st, 2026.
Thank you, Wallace. May I have a seconder?
Madam Chair, I second the motion.
Thank you, Spencer. I will now ask Mr. Zappala to please advise if any questions specific to this motion were submitted, or whether there are any additional director nominees to be proposed at this time. We will wait for a brief period of time to allow for the broadcast delay to allow eligible shareholders to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion or any additional director nominees proposed at this time.
Thank you, ladies and gentlemen. I now declare the nominations closed. If you have not already recorded your vote, please record it now, remembering that if you have already voted in advance of the meeting and do not wish to change your vote, no further action is required. We will wait for a brief moment to allow you to record your vote. Now that the voting is closed, I declare the results of the votes. On the basis of the voting completed prior to the meeting, the proxies received by management and the results of voting received online during this meeting, the motion to appoint Ernst & Young LLP as auditors of the corporation is carried.
As to the election of directors, as there are five directors to be elected and the same number of nominees, I now declare that those nominated have been duly elected as directors of the corporation until the next annual meeting or until their successors are elected or appointed. Ladies and gentlemen, that brings us to the conclusion of the formal agenda of the meeting, and as such, may I call for a motion to terminate the meeting?
Madam Chair, I move that the meeting be terminated.
Thank you, Paul. May I have seconder?
Madam Chair, I second the motion.
Thank you, Spencer. I will now ask Mr. Zappala to please advise if any questions specific to this motion were submitted, or if there are any objections or amendments to this motion. We will wait for a brief period of time to allow for the broadcast delay and to allow eligible shareholders to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion or any objections or amendments submitted.
Thank you, Paul. As there have been no questions or comments submitted related to this motion, I declare the motion carried and this meeting to be concluded. I will now turn the webcast over to Mr. Spencer Enright, Chief Executive Officer of the corporation, who will provide a strategic update on the corporation and present the corporation's 2025 and first quarter 2026 financial results. After management's presentation, we will be happy to answer any questions that have been submitted. Again, if you wish to ask a question, you can access the Ask a Question tab on your screen. Before the management presentation start, I should caution that in talking about the company's strategic initiatives and financial and operating performance, and in answering any of your questions, management may make forward-looking statements.
These statements are subject to known and unknown risks, and future results may differ materially from those implied or imputed from those forward-looking statements. For further information on known and unknown risk factors, I would encourage you to review the Risk Factors section in our annual information form, which is posted on the corporation's website and on SEDAR+. I will now turn it over to Mr. Spencer Enright, the CEO of Bridgemarq Real Estate Services.
Well, thank you very much, Madam Chair. I'm pleased to share with you today an overview of our business, followed by an update on the real estate market, and then we'll close with some comments about how Bridgemarq is positioned to succeed in today's rapidly changing competitive environment. Annually last year, our business generated over CAD 400 million in revenues and slightly more than CAD 25 million in EBITDA. At the core of our business is our flagship brand and franchise network operating as Royal LePage. Royal LePage has been an icon in Canadian real estate for over 110 years and continues to set the standard for excellence in leadership and professionalism across the country. With Royal LePage and franchising at our core, Bridgemarq represents a highly attractive and stable investment for shareholders.
A key feature of our business model is our fee structure, with approximately 76% of all franchise fees being fixed on a per agent basis, which provides a very stable foundation of revenues and high margin profitability. In addition to Royal LePage, we also offer multiple and varied solutions for realtors, broker owners, and indeed for Canadians. Together, our brands comprise close to 300 brokerages nationwide and are home to over 20,000 of the top performing realtors in our industry. Our network of real estate professionals perform far above the rest of the industry with an average of CAD 3 million transactional dollars generated per realtor in 2025.
This is approximately 67% more productive than the average realtor in the rest of the market and illustrates how our network of realtors performs well above the rest, not just historically, but continues to do so every year. Our market coverage extends coast to coast, operating not just in every province, but in virtually every neighborhood in Canada. In fact, in 2025, our network participated in a full third of all residential real estate transactions occurring in Canada, demonstrating how we have become an integral part of Canadians' solutions to their real estate needs. While Royal LePage remains our most significant brand and realtor network, Bridgemarq in reality operates a full suite of brands that complement each other.
Bridgemarq's portfolio of brands and go-to-market solutions are assembled specifically to offer a full spectrum of complementary service offerings that together appeal to more realtors and consumers than any one single model operating standalone. In our portfolio, Royal LePage is our mainstream and venerable long-standing brand that is trusted by realtors and consumers across all of Canada. Our Quebec-based Via Capitale banner and franchise network provides a bespoke solution across the province and is dedicated to serving the needs of Quebec-based brokers and Quebecers. In the luxury space, our Ontario-based brand, Johnston & Daniel appeals to realtors dealing with premium luxury properties and their clients, and Les Immeubles Mont-Tremblant complements our mainstream offerings with secondary market luxury property marketing.
Last but not least, Broker Direct is an exciting virtual brokerage model that operates differently from traditional brokerages, combining a consumer-centric approach to revenue generation that offers specialized services to a distributed realtor network in a highly efficient, centralized operating framework. Bridgemarq represents an exciting investment offering in the public market. We are an industry leader in an attractive and growing market segment. As I mentioned, our company has a long history of leadership excellence dating back over 110 years now. Our flagship brand, Royal LePage, is a national industry leader and has been at the forefront of the real estate market over the past century, providing leadership and guidance to Canadians as we have moved through generational changes in how we search for, buy, live in, and ultimately sell homes in this country.
The Royal LePage brand signifies excellence in our industry, and our worth is proven day in and day out through the countless interactions of our strong network of real estate professionals serving Canadians in every neighborhood across all 10 provinces. Together with our Quebec-based business operating under the Via Capitale banner, our franchise segment serves as the foundation of our financial model, providing a resilient cash flow profile underpinned by stable franchise operations. Realtors will always be central to our value proposition to Canadians, and we continue to innovate by developing and implementing tools that support our realtor network. From AI tool integration into realtor workflows to boost productivity to professional training and education, we offer a full suite of state-of-the-art technology, training, and expertise to our realtors countrywide.
Building off this long-standing and stable foundation, Brookfield, Bridgemarq also has continued to grow and expand strategically beyond that base over the past few years. Today, we deploy a full spectrum of go-to-market models to meet agent and home buyer and home seller needs. Our brands and brokerage solutions are designed to perfectly complement each other and are operated in a seamlessly integrated manner within the consolidated Bridgemarq business. Today, we offer a full spectrum of support and go-to-market models to meet agent, home buyers, and home sellers needs. Our unique combination of solutions allows us to engage with all stakeholders, namely realtors, broker owner-operators, and Canadian consumers in their preferred manner. Not too long ago, we expanded with the acquisition of the Quebec-based Proprio Direct business.
Proprio Direct is a proven business model with a 35-year track record of successfully disrupting traditional industry norms by offering innovative service solutions. Proprio operates strategically as a single brokerage with a province-wide virtual structure, where our agents are dispersed throughout every corner of the province under a centralized, highly efficient operating model. Key to the success of the Proprio Direct brand and business has been a focus on the consumer, AKA current and future Canadian homeowners, with direct access to consumers via our website, propriodirect.com, and a full range of social media connection points.
Together with our branded businesses operating under Royal LePage, Via Capitale, and Johnston & Daniel, we offer a complimentary suite of brands and go-to-market solutions, including multiple websites, social marketing channels, and that are able to meet not only the needs of realtors and Canadians in ways that they have relied on and trusted in the past, but also in new ways as new preferences emerge. For all stakeholders, we offer multiple solutions which can be chosen according to individual preferences. For consumers, we engage directly through multiple channels, both web-based with high traffic sites including royallepage.ca, viacapitalevendu.com, and propriodirect.com. This direct engagement enables us to gain important insights into consumer trends and changes in preferences, as well as lucrative lead generation pathways.
With a historical renewal rate well in excess of 95%, our franchise partners continue to choose Royal LePage and Via Capitale as the place to establish what for them is often multi-generational sole proprietor businesses. Realtors continue to reaffirm the attractiveness of our value proposition that we offer by aligning their own career interests with ours. Bridgemarq provides a comprehensive support to our brokerages and agents to succeed and thrive in the market. We have decades of experience working in this industry. With this deep industry experience and knowledge, we have always developed tailored solutions that enable our realtors and broker owner operators to succeed in this very competitive industry. We provide a full range of all necessary tools, support, and services.
These include brand marketing, training, technology and software tools such as our rlp SPHERE suite of productivity tools, affiliation and connection within our network and industry, and a high performing culture of success driven by our experienced leadership team. Understanding the consumer is key to success in any business. In real estate, Canadians are highly knowledgeable, straightforward, and savvy consumers who are intelligently searching for housing and seeking to engage the right real estate professionals armed with solutions to meet their specific needs. Across our business, we engage directly with Canadians in myriad ways to best understand their needs, including understanding not just what types of housing they are interested in, but importantly, how they wish to engage with us to obtain the results they are looking for.
Whether it is through Canadian-specific advertising, a ubiquitous digital presence, or emerging AI-enabled communications, we continue to engage with Canadians and learn how their preferences are evolving. With these insights, we empower our network of realtors to be best able to anticipate and meet all Canadians' needs today and for the foreseeable future. Turning to the market, during the first quarter of 2026, the Canadian market closed down 8% at CAD 60.8 billion as compared to the prior year quarter at CAD 66.2 billion. The decrease in transactional dollar volume was driven by a decrease of 7% in the number of units sold, while average selling prices remained largely unchanged with only a slight decrease of 1%. Regionally, we see localized differences in activity and pricing.
Consistent with most of 2025, in the first quarter we continued to see softness in both the Greater Toronto and Greater Vancouver areas. In comarison, the Quebec market closed up 3% at CAD 12.9 billion as compared to CAD 12.5 billion last year. The real estate market is influenced by local housing supply and demand characteristics as is to be expected, such as new home construction and housing inventory listed for sale, but also on the demand side by housing affordability and consumer confidence. During the first quarter, we continued to see these factors affect local housing sales and pricing in a manner consistent with most of the latter part of 2025.
Other factors, largely external to the real estate market, such as geopolitical uncertainty, energy prices, and inflation, have had an impact on the market and are in part responsible for the level of housing activity we have experienced to date. We remain encouraged, however, to see all levels of government continuing to work towards setting policy to improve affordability and increase housing supply. In March, the federal government introduced a new tax rebate for first-time homebuyers aimed at improving affordability on newly built homes. With actions such as this, we should expect to see improvements over time in buyer activity, assuming external factors such as inflation or trade policies do not worsen in the short term. Looking forward, we have much to get excited about at Bridgemarq.
Our brands are built on a solid 100+ year foundation, fostering trust and confidence in our unrivaled experience and industry expertise. We have a robust pipeline of business growth and development that has us poised for another successful year. Bridgemarq is established as a leader today and is equally positioned to continue to be so in the future with the tools and resources agents and consumers need to succeed. Lastly, I want to thank our shareholders once again for your continued interest in Bridgemarq and encourage you to explore all our online websites and social media feeds under our leading brands Royal LePage, Via Capitale, Proprio Direct, Johnston & Daniel, and Les Immeubles Mont-Tremblant, as well as Bridgemarq, to learn more about how we are empowering our network of realtor professionals to succeed in this highly competitive and dynamic market. With that, thank you.
Madam Chair, with your permission, I would now like to open the proceedings to questions or comments concerning the corporation and its operations. We'll pause for a few seconds to allow you to submit any questions using the Ask a Question button on your screen. Paul, do we have any questions from shareholders or guests?
There have been no questions from shareholders or guests.
Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.