Canadian Apartment Properties Real Estate Investment Trust (TSX:CAR.UN)
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AGM 2020

Jun 1, 2020

Speaker 1

Ladies and gentlemen, welcome to the CAPREIT Annual and Special Meeting of Unit Shareholders. I'd like to now introduce you to your Corporate Secretary, Corinne Prusanski.

Speaker 2

Good afternoon. My name is Corinne Przyanski, CAPREIT's General Counsel and Corporate Secretary. I will act as moderator for today's meeting. Before the start of today's meeting, we would like to outline the agenda and various procedures and guidelines. In terms of agenda, our Chair, Michael Stein, will call the meeting to order and address various preliminary matters.

The items of business to be voted on will then be moved, voted on and the results of the meeting announced. We will hold a Q and A session following the management presentation at the end of the meeting. For the purposes of today's meeting, voting on all matters will be conducted by electronic ballot. Registered unitholders and proxy holders of record can use the electronic ballot feature available on your screen. You are encouraged to complete your electronic ballot during the allotted time prior to the end of the formal portion of today's meeting.

Please note that if you have logged into today's meeting using your control number, you will have revoked any previously submitted proxies. In order to have your vote counted, you will need to complete an electronic ballot during the allotted time. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on and we will resume as soon as practicable. Finally, I would like to remind everyone that today's meeting may include forward looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on SEDAR.

A number of factors and assumptions were applied in the formulation of such statements and actual results could differ materially. For additional information with respect to forward looking statements, factors and assumptions, we direct you to CAPREIT's public filings, including its most recently filed annual information form and MD and A. I will now turn things over to our Chair, Michael Stein.

Speaker 3

Good afternoon, and welcome to this meeting of CAPREIT unitholders. My name is Michael Stein, and I'm the Chair of the Board of Trustees. Thank you, Karin, for outlining today's agenda, procedures and guidelines. The meeting will now come to order. As Chair of the Board, I will act as Chair of the meeting.

In the event I am disconnected from the meeting as a result of a technical issue, Mr. Kenny will assume the role of Chair of the meeting. Ms. Karen Prezanski, the REIT's Corporate Secretary, will act as Secretary of the meeting. With the concurrence of the meeting, I appoint Mark Analo of Computershare Trust Company of Canada to act as scrutineer.

I have been informed by the scrutineer that we have unitholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum. I therefore declare that there is a quorum at this meeting. The scrutineers report will be kept by the Secretary with the records of the meeting. The notice of this annual and special meeting of unitholders dated April 7, 2020 was mailed on May 5, 2020 to all unitholders of record as of April 27, 2020. The matters to be considered at today's meeting as set out in the notice of meeting and the management information circular, which are also accessible on CAPREIT's SEDAR page.

Proof of mailing of the notice of meeting, calling the meeting and the accompanying form of proxy, management information circular, financial statements and the auditors' report have been duly filed. I direct that a copy of the notice of meeting, together with proof of service be kept by the Secretary with the records of the meeting. Accordingly, I will dispense with the reading of the Notice of Meeting. I now declare the meeting regularly called and properly constituted for the transaction of business. The first matter on the agenda is the presentation of the consolidated financial statements for the year ended December 31, 2019, and the report of the auditors.

Copies of such documents have been mailed to the unitholders who requested such statements. In accordance with CAPREIT's amended and restated declaration of trust, the financial statements are presented to the meeting, but no other action is required with respect to them. It is now in order to move today's formal items of business. I will move each item and I have been advised by Mr. Kenny and Ms.

Przyanski, both proxy holders in attendance today, that they will be prepared to second each of the motions. I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. As previously indicated, live voting on the applicable items of business to come before today's meeting will be by electronic ballot. Voting will close once all the resolutions have been formally dealt with.

Once voting closes, the scrutineers will tabulate the results of the vote for each matter. All items of business in the management information circular will now be moved. First, the election of trustees. The 8 trustees to be elected by the unit holders of the REIT shall hold office until the close of business of the 1st annual meeting of unit holders of the REIT following election or until their successors are elected or appointed. Management Information Circular sets forth the background of each of the 8 nominees and the qualifications considered in making trustee nominations.

The proposed nominees as listed in the circular are Harold Burke, Gina Parvaneh Cody, Mark Kenny, Una Mpuri, Jamie Schwartz, Elaine Todres, Rene Tremblay and myself, Michael Stein. Thank you to the nominees for agreeing to stand for election. I move to formally nominate as a trustee each of the proposed nominees as listed in the management information circular. As there were no nominations in accordance with the advance notice requirements of the REIT's advance notice policy, I declare nominations closed. I also move to elect each of the 8 named individuals as trustees of the REIT.

As advised earlier, I will take such motions as seconded. Formal discussion, if any, will take place once all items of business in the management information circular have been moved. The next matter on the agenda is the appointment of auditors for the ensuing year and to authorize the trustees of the REITs to fix the remuneration of the auditors. The Audit Committee of the REIT is approved subject to unitholder confirmation, the appointment of PricewaterhouseCoopers LLP as auditors of the REIT. I move that a resolution be approved reappointing PricewaterhouseCoopers LLP chartered accountants as auditors of the REIT to hold office until the close of the next Annual Meeting or until a successor is appointed and I take such motion as seconded.

The next item of business before the meeting today is the consideration and approval of the non binding advisory resolution accepting the REIT's approach to executive compensation described in the management information circular. I move that such resolution be approved and take such motion as seconded. The items of business of the meeting are now closed. Those registered unitholders or duly appointed proxy holders who have logged in with a control number will now have a short pause to complete their ballot. As a reminder, if you have logged into today's meeting using your control number, you have revoked any previously submitted proxies.

In order to have your vote counted, you will need to complete an electronic ballot. You can register your votes by accessing the voting page and selecting a vote for or withhold in respect of each trustee nominee and for the appointment of PricewaterhouseCoopers and for or against the non binding advisory resolution regarding executive compensation on your electronic balance. Thank you for voting. Voting is now closed. I would ask that the scrutineer compile the report regarding the results of voting on all business matters.

Thank you, and I direct that the results of poll be included with the minutes of this meeting and the results of the voting will be announced in a press release and filed on CAPREIT's SEDAR page. With respect to the resolution regarding election of each of the individuals nominated as trustee, I declare that each of the 8 nominees is elected as a trustee of the REIT. With respect to the resolution re appointing PricewaterhouseCoopers LLP as auditors of the REIT, I declare this resolution carried. With respect to the non binding advisory resolution accepting the REIT's approach to executive compensation, I declare this resolution carried. There being no further business, I move that the formal portion of the meeting be terminated and take such motion as seconded.

I declare the motion carried and the formal portion of the meeting is now terminated. And I will now return the meeting back to our Corporate Secretary, Karin Przyansky.

Speaker 2

Thank you, Mr. Chair. We will now pass the meeting over to Mr. Mark Kenny, our President and Chief Executive Officer, who will give a short presentation. Following such presentation, we will hold a Q and A session.

Registered unitholders and proxy holders of record can submit questions during the Q and A session via the messaging platform on your screen. If you submit a question, such question will be read aloud before being addressed. We will

Speaker 4

not disclose

Speaker 2

all questions. However, if you are unable to address any questions due to time constraints, we will make our best efforts to address such questions directly with you following the meeting. If you wish that your question be addressed after the meeting, kindly include an e mail or phone number with your question. Please note that comments or questions that are redundant, inappropriate or otherwise unduly disruptive will not be addressed. I will now turn the meeting over to Mr.

Kemi.

Speaker 4

Thanks, Corinne. Good afternoon, everyone, and thank you for joining us today. 2019 was my first official year as President and CEO of CAVERE and I am very pleased with the progress that we have made. Once again, our organization performed at the highest levels of excellence and commitment. Our talented team and our scalable operating platform are amongst our greatest strengths and led to another record year.

Over the last 22 years, CAPREIT has built a very solid and diversified property portfolio, one that is well positioned all major Canadian markets with a growing and important presence in both Ireland and the Netherlands. Not only is our asset base diversified geographically, you can see that we continue to monetize our portfolio through the purchase of recently built properties. Our growth in the manufactured housing community business also adds further stability and solid fundamentals for our unitholders. Combining CAPREIT, ERES and IRES, we raised a total of 1.6 $1,000,000,000 in new equity last year. In addition to financing our portfolio growth across all three entities, these transactions provided us with very strong liquidity as we entered 2020.

We significantly enhanced the size and scale of our property portfolio in 2019. CAPREIT is now also the 2nd largest owner of MHC sites in Canada. In the Q1 of 2020, we continued our growth with the purchase of another 17 24 suites including a large portfolio in Halifax. The transformed CAPREIT into one of the largest owners of residential rental properties in this growing market. Our proven property management programs generated very strong operating performance in 2019.

Occupants remained at effectively full levels while net average monthly rents increased driven by solid increases on turnovers and renewals. Our track record of organic growth also continued with same property NOI up 4.9% for the year with solid growth in our NOI margins. And with our growth and strong operating performance, 2019 was another record year for CAPREIT, proof positive that we can generate solid and growing returns for our unitholders over the long term. Driven by accretive acquisitions, strong and stable occupancies and increasing average monthly rents, our results in 2019 also demonstrate that our strategies are working. For more than 22 years, we have built the team, the asset base and the operating platform that we are confident will maintain this track record of growth over the long term.

Our strong performance continued in the Q1 of 2020. Revenues were up almost 19% over the same quarter last year, driven by the positive contribution from our acquisitions, increased monthly rents and high stable occupancies. NOI rose over 21% with NFFO up 24%. We continue to maintain a strong balance sheet and liquidity position, a real advantage as we work through the current challenging times. Our debt to gross book value was a conservative 36% at the end of the Q1 and we had total liquidity available of approximately $282,000,000 We also have $800,000,000 in Canadian unencumbered properties available to generate funds should they be needed.

Importantly, we are renewing mortgages in a very favorable financing environment with interest rates currently between a low of 1.6% 2%, generating reduced interest costs going forward. At last year's annual meeting, we introduced our 3 key objectives to make CAPREIT the best place to live, to work and to invest. We made significant progress on these objectives in 2019. Our main goal is to provide our residents with safe, secure and affordable homes. To ensure we meet these needs of our residents, we implemented a number of programs last year.

Our resident satisfaction survey is helping us create unique programs designed to enhance their experience and strengthen our brand and reputation as a leading provider of rental accommodation. The launch of our resident portal allows us to efficiently communicate with our residents providing them with a solution to submit service requests, book amenities and receive important notices. In December 2019, the CapReit family gathered to rename our Tower Hill property The Thomas in honor of our former CEO and one of our founders, Tom Schwartz. 1 of the first properties purchased by CAPREIT, it was one of Tom's most cherished buildings, an iconic modernist residential tower that was ahead of its time. As a respected leader in the Canadian real estate business, Tom's vision remains the foundation of CAPREIT's growth and success.

This dedication acknowledges Tom's enduring legacy. From our team's perspective, we continue to implement innovative programs to keep employees engaged and informed. Flagship programs such as building leaders, our lead mentoring and career advancement opportunities are retaining and attracting the best people in our business. As a testament to the effectiveness of our employee engagement programs, for the 7th consecutive year CAPREIT was recognized as one of the best places to work in Canada. We also launched a partnership with Pathways to Education, a Canada wide charitable organization to help youth complete a high school education.

We believe this initiative will help create tomorrow's leaders. We have also implemented numerous government initiatives that ensure CAPREIT remains open and transparent in our disclosure. A core emphasis is our environmental, social and governance commitment While focused on generating positive returns for our unitholders, we also strive to make a meaningful contribution to the environment and the communities in which we operate. The integration of our ESG policies helps us proactively address risks, create new value add opportunities and ultimate deliver on our long term commitments. We also introduced initiatives that drive standardization, increased management visibility and automate processes to strengthen our operating platform.

Again, we made real progress on these goals in 2019. With the arrival of the COVID-nineteen pandemic in March, we entered into a new and difficult operating environment. I'd like to take a few moments to discuss what we have been doing to adapt to these changes. 1st and foremost, we are prioritizing the safety and well-being of our residents, our employees and our buildings. We are grateful for our frontline staff who have been working to provide customer service in unique ways as we navigate these challenging times and we thank our residents for their understanding as we adapt to meet their needs.

During this unprecedented time, our objectives are to preserve capital and maintain a strong and flexible financial position, to mitigate risk and to generate the best operating results possible in this challenging environment. We believe we are taking the necessary steps to mitigate the current impact of the pandemic. Our main focus is on rent collection and operational efficiency and we are pleased so far with our progress. Our innovative technology platform is also helping communicate with our residents and employees and maintain our customary high occupancy. Potential new residents are now able to visit available apartments online through our virtual property and suite tours and apply with our online lease program.

We are cautiously optimistic that our programs are working. We collected approximately 98% of our April rents and our occupancy remains strong and stable. In conclusion, we remain confident that focusing on our long term objectives will get us through these challenging times. We are working diligently to communicate with our residents and we remain committed to providing them with a safe and affordable place to live. I thank our residents for their support.

Our team is capitalizing on the innovative and well tuned operating platform built over the last 22 years to deliver the best possible results. I especially want to thank everyone at CAPREIT for their hard work and commitment. And from an investment perspective, the apartment industry remains a very defensive sector, one that has proven its ability to generate solid returns in both good times and in bad. At CAPREIT, we remain very optimistic about our future. We have a solid strategy, a highly conservative balance sheet, strong liquidity and the current attractive financing environment provides us with a real opportunity to generate significant interest savings going forward.

In summary, to manage this difficult period, we have returned business to its basics, collecting our rents, filling any property vacancies and finding operational efficiencies. It is this focus that will help us manage through this time and emerge stronger than ever before. Thank you for your time today and your continued support of CAPREIT. At this time, we would be pleased to answer any questions that you may have.

Speaker 2

Thank you, Mark. There are no questions or comments to be addressed. So I will turn the meeting back over to you.

Speaker 4

As there are no further questions, that concludes this year's annual meeting. Once again, thank you for joining us today. We hope that you and your families stay safe and well and we will see you again next year. Goodbye.

Speaker 1

Thank you for joining us today. You may now disconnect.

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