Dream Industrial Real Estate Investment Trust (TSX:DIR.UN)
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May 12, 2026, 2:58 PM EST
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AGM 2025

Jun 3, 2025

Vincenza Sera
Chair, Dream Industrial REIT

Okay, hi everyone. My name is Vincenza Sera, and I'm the Chair of Dream Industrial REIT. Welcome to our annual meeting. I will act as Chair of the meeting, and Robert Hughes will act as Secretary of the meeting. With the consent of the meeting, I appoint Daniela Munoz and Arlene Arenello of Computershare Trust Company of Canada as Scrutineers for the meeting. We will first proceed with our formal business. To expedite the formal part of the meeting, Robert Hughes, a unit holder, will move, and Shannon Macri, a unit holder, will second all motions. After our formal business is concluded, our management team will make a brief presentation, and then there will be an opportunity to ask questions.

Please hold questions that do not relate to the formal business of the meeting until that time. I have an affidavit from Computershare as to the mailings of the Notice of Availability of Proxy Materials and the form of proxy. Our 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 REIT's records. The scrutineers have advised that there are at least two individuals present who are unit holders or who represent by proxy unit holders who hold at least 25% of the votes attached to all outstanding REIT units.

As a result, we have a requisite quorum of unit holders present, and I declare the meeting to be properly constituted for the transaction of business. The first item of business is the presentation of the REIT's 2024 annual report, which contains the REIT's Audited financial statements for 2024 and the report of the auditors thereon. I note that the Secretary has placed before the meeting a copy of the 2024 annual report. The next item of business is the election of trustees. As stated in our circular, eight trustees are to be elected at the meeting, and eight nominees are named.

They are Dr. R. Sacha Bhatia, Michael Cooper, Armen Farian, Alison Harnick, Alexander Sannikov, Vicky Schiff, Jennifer Schofield, and myself. Rob, will you please propose the nominees for election?

Robert Hughes
Secretary, Dream Industrial REIT

I nominate the individuals listed in the Management Information Circular for election as trustees of the REIT to hold office for the upcoming term.

Shannon Macri
Unitholder, Dream Industrial REIT

I second the motion.

Vincenza Sera
Chair, Dream Industrial REIT

Thank you. Are there any further nominations? Since there are no further nominations, I declare the nominations closed. Are there any questions on this motion? Seeing none, based on the proxies received, I would mention that each of the eight nominees received a majority of votes cast in favor of their election as trustees. After the meeting, we will issue a press release with the detailed voting results. Given the proxies received and as the number of persons nominated for election as a trustee is equal to the number of trustees to be elected, I propose, with the consent of the meeting, not to take a formal vote on the election of trustees.

Therefore, I confirm that the motion has been carried and the eight persons who were nominated have been declared elected as trustees by Acclamation. The next item of business is the appointment of auditors. The audit committee and the board have recommended the reappointment of PricewaterhouseCoopers LLP Chartered Professional Accountants as auditors. Can I have a motion?

Robert Hughes
Secretary, Dream Industrial REIT

I move that PricewaterhouseCoopers LLP be appointed auditors of the REIT and its subsidiaries for the ensuing year, and the Board of trustees be authorized to fix their remuneration.

Shannon Macri
Unitholder, Dream Industrial REIT

I second the motion.

Vincenza Sera
Chair, Dream Industrial REIT

Are there any questions on this motion? Seeing none, the meeting will now vote on the motion. I propose to take the vote by a show of hands. I would ask those registered unit holders and duly appointed proxy holders who are in favor of the motion to please raise your hand. Any votes withheld? The motion is carried. PricewaterhouseCoopers LLP have been reappointed as auditors and the trustees authorized to fix their remuneration. The formal items of business as set out in the Notice of Meeting have now been dealt with. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded and the formal meeting adjourned. I now invite the management team to make a short presentation. After their presentation, we will have a question period.

Alex Sannikov
President and CEO, Dream Industrial REIT

Thank you then. Good afternoon, everyone. Thank you for joining us today for Dream Industrial REIT's 2025 AGM. Our business underwent a substantial transformation over the past five years. We strengthened the quality of our owned and managed portfolio by selling almost CAD 1 billion of non-strategic assets, completed over CAD 10 billion of acquisitions, and developed best-in-class industrial buildings, diversified our tenant base and geographic exposure, launched new private partnerships, and strengthened our balance sheet while enhancing our access to capital. A key outcome of this transformation is resiliency, not only in terms of the stability of the underlying cash flows, but also in terms of our ability to continue driving organic growth.

The scale of our platform is a key element of this resilience theme. Our industrial platform has grown to over CAD 15 billion of gross asset value, representing 73 million sq ft of high-quality space across key markets in North America and Europe. Of the CAD 15 billion, CAD 8 billion is in private partnerships, providing new avenues for us to grow. CAD 7 billion is wholly owned by the REIT and comprises a predominantly urban portfolio that is functional, well-located in supply-constrained markets. Over the past decade, we have grown our platform nearly tenfold, enhancing our scale, diversifying our footprint, and strengthening our market positioning.

Today, we are one of the largest industrial platforms in Canada, with a portfolio spanning over 46 million sq ft. Our European portfolio comprises more than 17 million sq ft, and we also hold a 28% interest in a private U.S. venture with over 9 million sq ft. We have established a scalable organic growth model for the business, supported by multiple levers. We have grouped these drivers into four key areas. Our core portfolio has significant embedded upside for marking rents to market and capturing contractual escalators. Our development pipeline allows us to generate attractive returns while enhancing the quality of our portfolio. We're leveraging our operating platform and are generating additional revenue through our private partnerships.

Lastly, we're unlocking additional value through Ancillary revenue and alternative uses for our urban assets. All of these strategic drivers are underpinned by a strong and flexible balance sheet, which provides a solid foundation to support our growth opportunities. Some of the drivers highlighted here are relatively new and are such small. They are, however, growing at a substantially faster pace than the organic NOI of the portfolio, enhancing the growth trajectory of the business and paving the way for sustainable, strong organic FFO per unit growth. This growth model is translating into solid results. Since 2020, our NAV per unit has grown by over 7% per year on average, and while our FFO per unit has grown at a consistent pace.

During this time, we have also reduced our leverage and brought down our payout ratio, allowing us to retain free cash flow every year, which we reinvest back into our business. This growth in NAV and FFO was driven by strong organic growth as we increased the in-place rents in our portfolio by 9% per year in Canada and 6% per year in Europe on average over this period. Our investment strategy has transformed our portfolio into an attractive mix of urban infill industrial assets with bay sizes that balance growth with stability. These assets are in close proximity to major transportation hubs and population centers and are suitable for a variety of uses, including warehousing, last-mile logistics, and industrial outside storage.

Many of these sites have long-term value creation potential via repositioning to higher and better uses. The GTA is our largest market. We have significant presence in key urban nodes with a primary focus on mid-bay product. Our average tenant size in the GTA is 25,000 sq ft. The fundamentals in the GTA remain healthy. New supply under construction represents 1% of inventory, and availability rate is currently at 4.6%. In Q1 2025, GTA market posted a decline in the availability rate over the prior quarter, marking an inflection point in the pattern we have observed over the past nine consecutive quarters. GTA is also one of the very few major markets in North America to record a vacancy rate decline in the first quarter.

Our Montreal portfolio is also very centrally located in key infill nodes. Our focus in Montreal, similarly, is on small and mid-bay properties with some exposure to larger units. Our average tenant size in Montreal is 35,000 sq ft. Similar to the GTA, the Montreal market is constrained vis-à-vis new supply, especially for the smaller and medium-sized units. The vacancy rate, both in the market and in our portfolio, is concentrated in larger bay assets, which have seen slower pace of absorption recently. That said, the fundamentals for small units, which represent the vast majority of our holdings, remain healthy, and we are consistently achieving strong rents and annual escalators.

The supply picture in Calgary is similar to other major Canadian markets. We have seen very robust demand not only in Calgary but also in Edmonton this year, and that is across all unit sizes, with a particular pickup in activity for larger units. Across our Alberta footprint, we have signed or advanced negotiations on over 1 million sq ft of new leasing this year alone. Lastly, in Europe, we are focusing on key hubs in the Netherlands, Germany, and France, allocating capital to mid-sized infill assets in major metro areas. We are seeing similar supply and demand patterns with strong runway for rental growth and demand driven by nearshoring, rising e-commerce penetration, and more recently, defense spending in the region.

Our European portfolio is currently 97% occupied, allowing us to continue pushing rents as leases roll. The significant mark-to-market potential, combined with contractual rent growth embedded within our portfolio, is a key driver of growing and resilient cash flows. The average rent steps are over 3% in our Canadian portfolio, and more than 85% of our European portfolio is indexed to CPI. We are capturing the subsidies in our leasing results. The leasing momentum across our portfolio remains healthy, with over 1.8 million sq ft of leases signed so far this year at an average rental spread of 40% in Canada, together with 3.4% contractual escalators over the lease term.

We have also captured strong leasing spreads in Europe, well in excess of the portfolio's average. We continue to execute on the leasing strategy in our Dream Summit Venture. Year to date, we transacted over 1.8 million sq ft of leases at an average spread of 70%. Since the inception of the venture, we have transacted over 7 million sq ft of leasing, or almost a third of the entire portfolio, at an average spread of 60%. Our development program started in 2021. We have delivered or substantially completed over 2 million sq ft of high-quality industrial product at an average yield of over 6.7%.

We currently have 500,000 sq ft of new projects underway, with a further 800,000 sq ft of projects in various stages of planning across Canada and Europe. We continue to make good progress on the lease-up of our projects. Our two projects in Calgary represent approximately 1 million sq ft of high-quality space. These projects are 60% leased today, with a strong pipeline that would take occupancy to over 90% before the end of the year. Our recently completed.

Speaker 6

As expected, so we'll let the music play.

Alex Sannikov
President and CEO, Dream Industrial REIT

There you go. This dynamic video highlights our recently completed project in Balzac, and it is a great example of the quality enhancement our development program brings to the portfolio. Our two-building facility is strategically located in the active Balzac submarket, the fastest-growing industrial area in Greater Calgary. It is in close proximity to major highways and the Calgary International Airport. This new logistics asset totals 650,000 sq ft, featuring 40 ft clear height, significant trailer parking, security guard space, and is LEED Gold certified. Our private partnership business has grown significantly over the past three years, enhancing both the scale and profitability of our overall platform.

Currently, we have four partnerships that drive incremental FFO per unit growth while requiring limited capital investment. Our private capital strategies have also resulted in a growing and meaningful property management fee stream, generating CAD 12 million of margin on a run rate basis and over CAD 27 million in net fees to date, representing a compounded annual growth rate of over 100% since 2021. As we continue to pursue opportunities to grow our private industrial business, the underlying vehicles also have the potential to scale materially over time, further contributing to the accretive growth of this platform. As we mentioned earlier, a key advantage of our urban portfolio is its potential to generate significant ancillary revenue.

We're actively investing in value-add initiatives, including Solar energy, EV charging infrastructure, and LED lighting upgrades. Given the infill locations of our assets, they are great candidates for conversion or redevelopment for alternative uses. This, combined with constrained land availability, enhances the long-term value creation potential. We continuously evaluate the highest and best use for each property, including opportunities for Data center conversion and self-storage redevelopment. We want to highlight our solar program and data center strategy on the next few slides. Our solar program aligns with our sustainability goals and produces attractive returns.

We have already deployed significant capital, completing 24 projects with 22 MW of power capacity across Alberta and the Netherlands, yielding 11% to date. Over the medium term, we have four projects in construction and 80% of projects in feasibility, representing over CAD 100 million in investment at an average yield on cost of 8-10%. These initiatives alone will result in over CAD 10 million in incremental NOI from solar on a run rate basis. We're also working on a number of opportunities, including selling surplus energy back to the grid in select Canadian markets, allowing us to enhance the revenue profile further. We're advancing our power procurement initiatives, which we believe represent significant value creation opportunities across our portfolio.

For example, a 200,000 sq ft asset in the GTA currently offers a mark-to-market yield of approximately 6%. By pursuing a powered shell strategy with an upfront investment of roughly CAD 100 million, we could unlock NOI potential of over CAD 15 million. This equates to a yield on cost of over 9% and incremental return on capital of more than 11%, nearly double that of the industrial scenario. Currently, 30 sites across Canada and Europe have been selected for feasibility. We have received positive preliminary feedback from utility providers for up to 180 MW of additional power across three sites in Ontario and up to 40 MW of additional power on one of our JV assets.

We're looking forward to advancing these power procurement initiatives and commencing discussions with potential PowerShell users over the coming months. I will now turn it over to Lenis to talk about our financial highlights.

Lenis Quan
CFO, Dream Industrial REIT

Thanks, Alex, and good afternoon, everyone. The resiliency of our business and its strategic growth drivers are enabled by a strong balance sheet and ample liquidity. We remain focused on maintaining a robust balance sheet and disciplined capital allocation. With total available liquidity of over CAD 750 million, leverage in our targeted mid-30% range, and debt to EBITDA in the low 8 times, we retain sufficient capacity to execute on our strategic initiatives. Our distributions are well covered with a payout ratio of 69%. With retained cash flow and balance sheet capacity, we continually evaluate opportunities to add and/or return value to unit holders.

Such opportunities include completing our in-progress development pipeline, value-add capital initiatives such as solar, co-investing alongside our private capital partners, unit buybacks, and value-add on balance sheet acquisitions. In April, given the recent volatility in the public markets, we purchased for cancellation 1.9 million REIT units for CAD 20 million at an average cost of CAD 10.42. In May, we acquired a value-add repositioning asset in the Netherlands for EUR 12 million. Following a refurbishment and re-lease-up of this asset, we expect to achieve a highly attractive 10% NOI yield on this investment. We maintain a well-staggered debt maturity profile. In 2025, total debt maturities were CAD 870 million.

So far this year, we have already addressed half of these maturities at favorable rates. Our remaining debt maturity this year comprises our CAD 450 million unsecured Debentures, which is in December. We are actively evaluating several refinancing options and are currently observing all-in interest rates in the low 4% range in the Canadian unsecured market, with euro-equivalent debt 40-50 basis points lower. Our current average interest rate is just under 3%, which is not that far from our marginal cost of debt of just under 4%. Pro forma the 2025 and 2026 refinancings, our average interest rate will be very close to current market rates.

As Alex discussed earlier, our attractive NOI growth profile should more than offset the higher interest expense from these refinancings. Beyond next year, we do not expect to see significant refinancing headwinds setting us up for continued strong FFO per unit growth. We remain committed to advancing our ESG strategy. Our sustainability efforts continue to be recognized by leading third-party agencies, and we expect further improvement over time as we continue executing on our initiatives. I will now turn it back to Alex to wrap up.

Alex Sannikov
President and CEO, Dream Industrial REIT

We thank everyone here for their continued support of our business. All of our growth drivers remain intact to drive stable and growing cash flows, and our strong balance sheet provides us with the flexibility to pursue strategic initiatives that are accretive to our business while navigating current economic challenges. Looking ahead, we're well positioned to deliver robust FFO per unit growth and continue creating value for our unit holders. We will now open it up for questions. Sir.

We own about 10% interest in that venture.

Speaker 6

Do you get also fees generated by managing that?

Alex Sannikov
President and CEO, Dream Industrial REIT

We do get property management, leasing management, and CapEx management fees for the services that we provide to the venture.

Speaker 6

Is the other joint venture what percentage?

Alex Sannikov
President and CEO, Dream Industrial REIT

It varies from single-digit percentages in one of our smaller ventures to 28% in the industrial venture, and in the development venture, we hold a 25% stake. Thank you. Sir?

Speaker 6

Your U.S. properties, they're privately held, and you've got a joint venture.

Alex Sannikov
President and CEO, Dream Industrial REIT

It's a private structure. It's not a joint venture. It's an open-ended fund.

Speaker 6

What about going directly into U.S. clients or developing totally on your own?

Alex Sannikov
President and CEO, Dream Industrial REIT

These assets, if you recall, were held at some point on our balance sheet, or some of these assets were held on our balance sheet, and we recapitalized them through a private structure. What we find is the private structure allows us to gain further diversification in the U.S. and pursue more opportunities that we could do on our own, given how large the market is. Recently, we have not been deploying new capital in the U.S., but we are actively monitoring for opportunities. As they present themselves, we'll evaluate whether we should pursue them on balance sheet or pursue them through private structures. There are no further questions. We thank everyone for your support, and we'll see you next year.

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