Good morning, and welcome to the Annual and Special Meeting of Unitholders of DRI Healthcare Trust. Your host for today is Mr. Gary Collins, Chairman of the Board of DRI Healthcare Trust. Mr. Collins, please go ahead.
Thank you. Good morning, everyone. On behalf of the entire Board, I'd like to welcome you to DRI Healthcare Trust 2026 Annual and Special Meeting. I'd like to introduce the Trust executive officers that are attending today, namely Ali Hedayat, CEO of our Trust, and Zaheed Mawani, CFO of the Trust. We also have members of the Board here today, as well as other various representatives from DRI Healthcare Trust.
Before getting into the formal business of the meeting, I'm going to take a minute to explain the process for the meeting. We're holding this meeting virtually through a live audio webcast. As a result, voting on all matters in the meeting will be conducted by electronic ballot. Registered unitholders and duly appointed proxy holders may vote on each item of formal business.
If you voted your units prior to the start of the meeting, your vote has been received by the scrutineers. There's no need to vote those units during the meeting. At any time during the meeting, any registered unitholders who've not already provided voting instructions or appointed a proxy holder and who are logged on and wish to vote their units may do so by clicking on the Vote Here button on your screen and following the instructions provided.
Proxy holders may also vote at any time during the meeting using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. Registered unitholders should have logged into the webcast by entering the 16-digit control number on their proxy form. Proxy holders, including beneficial owners who appointed themselves as proxy holders, should have logged into the webcast by entering their appointee name and 8-digit appointee identification number that they received from the registered unitholder or beneficial owner who appointed them.
If registered unitholders and proxy holders have logged on properly, when you click the Vote Here button on your screen, the items of business to vote on will be displayed. To vote, click on one of the voting options. You may vote on the items and change your vote at any time until polls are closed. You must click Submit for your vote to be counted. We've been advised by Broadridge Financial Solutions, the scrutineers for the meeting, that based on proxies already deposited with them, there have been enough votes to carry each motion.
Unitholders or proxy holders may ask questions at any time during the meeting by submitting the question in writing in the text box on your screen that says Ask a question. If there are questions relating to the formal business of the meeting, management will respond to those questions just prior to closing the polls for voting. Questions that are not received by that time or which do not relate to the formal business of the meeting will be addressed in the question period following the conclusion of the formal business of the meeting.
If unitholders or proxy holders wish to ask questions about the Trust business, you may do so at any time during the meeting or during the question period. We'll now proceed with the formal business of the meeting. To facilitate the handling of each item of business, I will move, and Ali Hedayat, CEO of DRI Healthcare Trust, will second all motions. I will act as Chair of the meeting. Zaheed Mawani, the CFO Trust, will act as secretary of the meeting.
For the purposes of the meeting, I appoint Esthela Richard of Broadridge Financial Solutions to act as scrutineer to compute the votes of any poll taken at this meeting and to report on the results. The Board of Trustees fixed March 31st, 2026 as the record date for determining unitholders entitled to vote at this meeting. An affidavit has been delivered from Broadridge attesting to the mailing of the notice of DRI Healthcare Trust Annual and Special Meeting of Unitholders and notice of availability of proxy materials and the voting instruct form or form of proxy.
The Trust management information circular and other meeting materials were made available through the notice and access system. I would ask the secretary to place the affidavit before the meeting and to keep the affidavit with the Trust records. I'm pleased to announce that there is sufficient number of unitholders and units of the Trust present by proxy to constitute a quorum. Accordingly, this meeting is duly called to order and properly constituted for the transaction of business.
First item of formal business is the receipt of the audited consolidated financial statements of the Trust for the year ended December 31st, 2025, together with the auditor's report thereon. This item does not require any action on the part of unitholders. I note that the secretary has placed before the meeting a copy of the financial statements just referred to. Copies of the financial statements are also available on SEDAR+ and on the Trust website. The next item of formal business is the election of trustees.
The eight trustees to be elected by unitholders of the Trust will hold office until the close of the next annual meeting of unitholders and will be eligible for re-election. The eight nominees were named in the management information circular are, and are myself, Gary Collins, Ali Hedayat, Annalisa King, Kevin Layden, Athana Mentzelopoulos, Paul Mussenden, Poonam Puri, and Tamara Vrooman. Each of the persons nominated has confirmed that he or she is prepared to serve as a trustee. Mr. Secretary, will you please nominate the nominees?
I nominate the eight nominees named in the management information circular to serve as trustees for the ensuing year.
Mr. Secretary, have we received any other nominations?
No, we have not.
Since there are no other nominations, I declare the nominations closed. Registered unitholders and duly appointed proxy holders may vote if they haven't already done so. While voting is occurring, we'll proceed to the next item of formal business, which is the reappointment of the Trust auditors. The Board of Trustees has recommended the reappointment of Deloitte LLP Chartered Professional Accountants as auditors. I move that Deloitte LLP be reappointed as the auditors of the trust to hold office until the close of business the next Annual General Meeting of the trust unit holders, and that the Board of Trustees be authorized to fix the auditor's remuneration. May I have a seconder?
Mr. Chairman, I second the motion.
While voting is occurring, we'll proceed to the next item of formal business, which is the approval of the trust carried interest plan. The Board of Trustees believes that the carried interest plan is in the best interest of the trust and will be an integral part of the trust compensation programs designed to incentivize key employees in a manner that's aligned with unit holders. I move that the trust carried interest plan, as detailed in the trust management information. May I have a seconder?
I second the motion.
While voting is occurring, we'll proceed to the next item of formal business, which is the approval of a unit increase amendment of an additional 1 million units under the Omnibus Equity Incentive Plan. The Board of Trustees believes that it's in the best interest of the trust and our unit holders for highly qualified individuals to have an ownership interest in the trust in recognition of their present and potential contributions and to align their interests with those of the unit holders. I move that the unit increase amendment under the Omnibus Equity Incentive Plan be approved. May I have a seconder?
I second the motion.
Thank you, Ali. We'll be closing the polls for voting momentarily. Before we do so, I'll ask Mr. Mawani whether we have received any questions relating to the formal business of the meeting today.
No, we have not received any questions.
Thank you. Now that the registered unit holders and duly appointed proxy holders have had the opportunity to vote, I declare the polls for the 2026 Annual and Special Meeting of the Unit holders of the trust closed. I've been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the election of the eight trustees named in the Management Information Circular, the reappointment of Deloitte LLP as auditors, the approval of the Carried Interest Plan, and the approval of a unit increase amendment under the Omnibus Equity Incentive Plan.
I therefore confirm that the eight nominees for election as trustees have been elected as trustees, that the motion to reappoint Deloitte LLP as auditors has carried, the carried interest plan has been approved, and that the unit increase amendment under the omnibus equity incentive plan has also been approved. I would ask that the scrutineer compile the report regarding the results of voting for the four items of formal business.
Voting results will be filed on SEDAR and announced by press release later today. The formal business of the meeting, as set out in the notice of meeting, has now been dealt with. As there are no further business to come before the meeting, I declare the formal business of the meeting to be concluded. I now invite Ali Hedayat, CEO of the trust, to make a few remarks.
After that, we'll have a question period. We ask that registered and beneficial unit holders or proxy holders who would like to ask a question submit their questions in writing in the text box on your screen that says, Ask a question. We'll answer as many questions as time permits. Mr. Hedayat, please go ahead.
I would like to thank our unit holders for participating in the Annual and Special Meeting this morning. We appreciate your support and time. The last year has been another busy and transformative time for the trust. We successfully completed the internalization of our investment management function while delivering record operating results for the full year.
We executed on our second pre-approval deal with Viridian and on a total commitment basis, achieved our five-year deployment target of $ 1.25 billion, which includes up to $277 million in future contingent milestone payments related to our deals. These achievements underscore the scalability of our model and the disciplined execution of our team.
We have also taken two meaningful steps in 2026 to enhance unitholder value, closing the refinancing of the preferred securities, which extends the maturity profile of our existing debt and the closing of $250 million of aggregate principal amount of senior secured notes. These transactions are expected to strengthen our capital structure by reducing annual debt amortization while maintaining financial flexibility.
In 2026, we will focus on continuing to execute our growth strategy, to enhance and support our strong team members, and to deliver outstanding results to our unitholders. We continue to see an extremely active market for royalty transaction opportunities. As we have seen over the past few years, participants along the entire life sciences value chain, from investors to big pharma, are seeking capital to advance new technologies and therapies that will improve patients' lives.
Finally, it is core to our mission to participate in advancing science through funding and partnering with these innovators as they develop their breakthroughs. We create bespoke transactions that will also bring value to our investors, and we believe that 2026 will be another step forward in our journey as we continue to execute on that mission. Thank you. We will now move to question period. Mr. Secretary, are there any questions?
No, there are no questions.
Thank you, Ali. If that's the end of the questions.
Yes, sir.
This concludes the question period. I want to thank you for joining us in today's meeting and for your continued support of DRI Healthcare Trust. Operator, please disconnect the platform.
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