Good morning and welcome to First Capital Real Estate Investment Trust's annual general meeting of unit holders. I'm Paul C. Douglas, and I serve as the Chair of First Capital Real Estate Investment Trust's Board of Trustees. Each year, we look forward to the opportunity to speak with our unit holders at our AGM. Our meeting is being held in a hybrid format, virtually through the Lumi platform and in person at the offices of Stikeman Elliott in Toronto, which provides all unit holders, whether attending the meeting virtually or in person, an opportunity to participate and engage with trustees and management of First Capital Real Estate Investment Trust.
Members of First Capital Real Estate Investment Trust's board and trustee nominees, as well as First Capital Real Estate Investment Trust's executive leadership team, are attending today's meeting either in person or remotely. I will chair the meeting, and Alison Harnick will act as Secretary. First, we'd like to discuss how voting and questions will be addressed in this hybrid format. Usually, and this year is no exception, the vast majority of unit holders submit proxies or voting instructions in advance of the meeting, with only a small number of unit holders opting to vote their units at the meeting.
Registered unit holders or duly appointed proxy holders who wish to vote at the meeting may vote either in person or online through the online platform. Registered unit holders who submitted a valid proxy in advance of the meeting do not need to vote again by electronic ballot or at the meeting. If you do not vote at the meeting, your previously submitted proxy will continue to be counted in the vote tabulation. For those voting in person, voting in person on all matters will take place by the ballot that was provided to you when you arrived today.
The ballot distributed to you includes each of the items of business being voted on today. You will be given the opportunity to vote on each business item after the presentation of all such business items. Please do not return your ballot until told to do so. At that time, the scrutineer will come around and collect your ballot. Once the ballots are collected, we will take a short recess to allow the scrutineer to tabulate the ballot results and report the results of the vote. If you are voting online, for the purposes of the meeting today, voting online will be conducted by a single electronic ballot.
Registered unit holders and duly appointed proxy holders will be given the opportunity to vote on each business item after the presentation of all such business items. Registered unit holders who choose to vote by electronic ballot at the meeting will be revoking any previously submitted proxy, and only the electronic ballot submitted at the meeting will be counted in the vote tabulation. Again, if you have previously voted, there is no need to vote again. When registered unit holders and duly appointed proxy holders are given the opportunity to vote, you will receive a message on the Lumi virtual interface requesting you to register your vote should you choose to do so.
Please note that you will only have a certain amount of time to vote. In this hybrid format, questions will be accepted from registered unit holders and proxy holders in person and through the online platform. For questions in person, once all motions being considered as part of the formal business portion of the meeting have been introduced and prior to the voting period, we will address any questions related to such motions. When prompted, registered unit holders or duly appointed proxy holders attending the meeting in person may raise questions in respect of a motion by raising their hand and, when recognized by the chair, addressing their questions or comments to the chair.
When asking a question, please indicate your name, which entity you represent, if any, and confirm you are a registered unit holder or a duly appointed proxy holder. If applicable, please also specify which formal business item your question pertains to. For questions online, for those attending the meeting virtually, questions in respect of a motion may be submitted by any registered unit holder or duly appointed proxy holder using the instant messaging service of the Loomy virtual interface. During the formal portion of the meeting, please note that there will be a slight delay in the publication of the questions received, and we will address any questions relating to the formal portion of the meeting after the introduction of all business items and prior to the voting period.
When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered unit holder or a duly appointed proxy holder. If applicable, please also specify which formal business item your question pertains to. We will address any general questions that do not pertain to the formal business portion of the meeting during our question and answer period after the formal portion of the meeting has concluded. To ensure fairness for all attendees, the Chair will decide on the amount of the time allocated to each question and may limit, consolidate, or decline questions.
Questions with common themes may be grouped together for efficiency. To make the best use of our time, certain unit holders have been asked to move and second the proposals which are called for in the notice of the meeting. Before we start, I would ask Alison to provide the necessary caution regarding forward-looking statements.
Thank you, Paul, and good morning. On behalf of those speaking today, I would like to note that their comments may include forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws, and they may refer to non-IFRS financial measures. Details regarding forward-looking statements and non-IFRS financial measures are on screen and can be found in the REIT's various securities filings, including its most recent MD&A and its current annual information form and annual report to unit holders.
These can be found on SEDAR+ and on the REIT's website. Actual results could differ materially from the forecasts, projections, and conclusions in the forward-looking statements made today. All of the forward-looking information and statements that we may provide, which includes all information other than statements of current and historical facts, are qualified by the cautionary statement posted on the screen.
Thank you. The meeting will now come to order. Representatives of Computershare Trust Company of Canada, the REIT's transfer agent, have been appointed to act as scrutineer. Notice of the meeting, including the agenda for today, was mailed to unit holders on or about March 3, 2025. The scrutineer has confirmed that proxies representing over 81% of units entitled to vote at the meeting have been properly deposited prior to the meeting and that a quorum is present. I now declare that the meeting is properly constituted for the transaction of business.
The first item of business is the tabling of our 2024 audited consolidated financial statements, together with the auditor's report. These can be retrieved from the investor section of the First Capital website or SEDAR+. I will now proceed with the next item of business, the election of trustees. Ten trustees are to be elected, and detailed information regarding each of the ten nominees is set out in the circular. Based on the proxies received by the scrutineer in advance of the meeting, each trustee nominated received votes in favor from a range of at least 93% to over 99% of votes cast.
Pursuant to Section 6.7 of the Declaration of Trust of the REIT, trustee nominations were required to be received 30 days prior to the meeting. No such nominations were otherwise received. No one other than the proposed nominees are eligible to be nominated. Could I please have a motion for the election of trustees?
Mr. Chair, my name is Jennifer Santos, and I am a unit holder of First Capital Real Estate Investment Trust. I nominate the following persons for election as trustees of First Capital Real Estate Investment Trust to hold office as trustees of the REIT until the next annual meeting of unit holders or until their successors are duly elected or appointed: Vivian Abdelmasih, Leonard Abramsky, Ian Clarke, Paul C. Douglas, Dayna Gibbs, Ira Gluskin, Annalisa King, Al Mawani, Adam E. Paul, and Gary Whitelaw.
Mr. Chair, my name is Noah Parker, and I'm a unit holder of First Capital REIT. I second the motion.
Thank you, Paul. As mentioned at the beginning of this meeting, voting today will be conducted by a single ballot for those in person or an electronic ballot for those voting online. We will therefore continue with the next item of business, which is the appointment of the REIT's auditors, and you will be prompted to vote on the election of each trustee after the presentation of all business items for this meeting. We will now move to the appointment of the auditors and authorization of the trustees to fix the remuneration.
Based on the proxies received by the scrutineer in advance of the meeting, the auditors have received votes in favor representing at least 99% of the votes cast. May I have a motion to appoint the auditors and to authorize the trustees to fix the remuneration?
Mr. Chair, I move that Ernst & Young LLP be reappointed auditors of First Capital Real Estate Investment Trust, to hold office until the next annual meeting of unit holders or until their successors are appointed and to authorize the trustees to fix their remuneration.
Mr. Chair, I second the motion.
Thank you. You will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. The next item of business is the advisory resolution regarding First Capital's approach to executive compensation, which is disclosed in detail in the circular. A copy of the resolution is set out in the circular. Based on the proxies received by the scrutineers in advance of the meeting, the Say on Pay advisory vote has received votes in favor representing at least 94% of the votes cast. May I have a motion to approve on a non-binding advisory basis of First Capital's approach to executive compensation?
Mr. Chair, I move that the non-binding advisory resolution on the REIT's approach to executive compensation in the form set out in the circular be approved.
Mr. Chair, I second the motion.
Thank you. You will be prompted to vote on a non-binding advisory basis on First Capital's approach to executive compensation after the presentation of all business items for this meeting. As this is the last item of business, you will now be prompted to register your vote in respect of each of today's business items. For those of you attending the meeting in person, please complete the ballot that was provided to you when you arrived today. Once voting is complete, the scrutineer will collect your ballot. For those of you attending the meeting online, please register your votes by accessing the voting page when prompted and make your selections in respect of each of today's business items.
Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. We will wait a few moments for the completion of the ballots and then move on with the remainder of the meeting. We will provide registered unit holders and duly appointed proxy holders approximately two minutes to complete the ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results.
This brings us to the end of voting on the items of business before this meeting, and I therefore declare the polls closed. Thank you for casting your votes. The scrutineer will tabulate the votes cast, and we will report back on the results momentarily. Following this formal portion of the meeting, there will be a question and answer period. I please report we have now received the preliminary voting results from the scrutineer on the three items of business. The formal voting results will be made available on CDAR Plus following the meeting.
On the election of trustees, the voting results show that each trustee nominee has received the required number of votes in favor of his or her election. Accordingly, I declare that the proposed trustee nominees have been duly elected as trustees of First Capital REIT to hold office until the next annual general meeting of unit holders or until they resign or their successors are duly elected or appointed. On the election of auditors, the voting results show that the required number of votes cast were in favor of the reappointment of Ernst & Young LLP as the auditors of First Capital REIT.
I declare that Ernst & Young LLP are reappointed auditors of First Capital REIT and that the trustees are authorized to fix the auditor's remuneration. On the advisory vote on First Capital's approach to the executive compensation, the required number of the votes cast were voted in favor of First Capital's approach to executive compensation. The motion is carried, and the resolution is approved. As we have come to the end of the formal portion of the meeting, we will terminate the meeting now. May I have a motion to terminate the meeting?
Mr. Chair, I move that the meeting terminate.
Mr. Chair, I second the motion.
Thank you. I declare that the meeting is terminated. Before we open the question and answer portion of the meeting, I would like to pass the meeting over to Adam Paul, President and CEO of First Capital REIT.
Thank you very much, Paul. Good morning, everyone, and thank you for attending our AGM today. I'd like to start by bringing you back to the investor day that we held towards the early part of last year, and one of the main things that we covered were the primary objectives that our strategy is designed to deliver for our investors. These objectives are quite simply delivering on a per-unit basis, stability and growth in FFO, consistent growth in net asset value, and absolutely stable, reliable monthly cash distributions to our investors and growth in those distributions over time.
During our investor day, we also presented a three-year strategic plan. At its heart, the plan is designed on how best to deliver these primary objectives. To achieve this, our plan included somewhat of a reshaping of First Capital's real estate portfolio and our balance sheet. Specifically, we would reduce the weighting and dollar amount of two key areas of our property portfolio. First, non-strategic, low-yielding properties, and second, properties with no income at all, which are assets that we hold in our development pipeline.
These reductions were largely to be achieved through a major divestiture program that would span the three-year period. As we presented our plan to our investors, we stressed the importance of FFO growth both during the timeframe of the plan but also over the long term. This mission is critical for our success. However, our portfolio and balance sheet overweighting in low and no-yielding assets was impeding the FFO growth that we were capable of and that we're aiming to achieve. With these changes to our portfolio, FCR will be in a much better position to deliver the primary objectives that we set out to deliver for our investors.
We also provided our expectations with respect to several key metrics as we execute the plan. An important one is operating FFO per unit growth, which we anticipate will average at least 3% per annum as we execute. We expect this to be a very respectable growth rate and powerful when combined with a simultaneous improvement in our balance sheet. In 2024, our operating FFO came in slightly better than we expected, with normalized growth of nearly 6%. On the balance sheet side, our debt to EBITDA also improved meaningfully. In fact, all of the key metrics that we laid out in our three-year plan either met or exceeded last year.
We are off to a great start with our 2024 results. Given these strong results, significant balance sheet strength, and positive outlook, your board approved a 3% increase to FCR's monthly distribution effective with the January 2025 distribution. As I have discussed, stability and growth in distributions is one of FCR's key long-term objectives. This first increase represented an important milestone. Fundamentals for our asset class remain very solid. Your board and management team feel very confident in our strategy, and we remain very focused on continuing to successfully execute it.
Before I pass it back to Paul, I would like to thank two retiring board members, Sheila Botting and Richard Nesbitt, for their contributions during their tenure. I would also like to welcome Vivian Abdelmasih to the FCR board. With a career spanning more than three decades in the financial services sector with both RBC and TD, Vivian brings governance, risk management, real estate, and business leadership skills, among others, to the FCR board. I would also like to welcome Gary Whitelaw to FCR. Gary is well-known in the real estate community, having been CEO of Bentall for over two decades.
Now, it's rare to find a former real estate CEO of Gary's caliber, so we're thrilled that he's joining FCR on the board. In closing, I would like to thank our board of trustees for your wisdom and your guidance. I'd like to thank my partners on the executive team for your passion, your commitment, and your leadership. I'd like to thank all of our employees who collectively form the culture that we are all so proud to be a part of. I'd like to thank you, our investors, for your continued trust and support. With that, Paul, I will now pass it back to you.
Thank you, Adam. We'll now move to the question and answer portion of the meeting. To start, I'll ask Alison, are there any questions online? Okay, thank you. Any questions in the room? Mr. Owen.
Thank you, Mr. Chair. I'm Jeffrey Owen. I am a longstanding shareholder of First Capital, and thank you for the opportunity to answer my questions today. I have six or seven of them, so I want to thank you for your patience as we go through them. I believe the answers will be beneficial to all the attendees and unit holders. A few of the questions need some brief context, so please bear with me as I frame them, and I promise there is a succinct specific question. Firstly, I would note that the slate of trustees proposed for nomination exclude, as noted, Ms. Sheila Botting and Mr. Richard Nesbitt, two of the three most recent board nominees, both highly experienced, accomplished professionals with outstanding corporate governance experience and impeccable reputations, notwithstanding the merit of the two new trustee appointees.
As the chair's letter to unit holders notes Ms. Botting's and Mr. Nesbet's significant contributions to the REIT, and both were disclosed to be independent, can you please share any concerns that the governance committee had with the two incumbent directors and the decision to replace them when I understand that both were interested and prepared to stand for reelection? Thank you.
There were no concerns about those two trustees. They both did a fine job. Every year, the governance committee reviews the board, how it's performing, and looks out to the forward years to see what is going to be required to make sure that First Capital has appropriate governance going forward. Part of that deliberation this year was decided to make changes. We've had regular and meaningful session planning on the board for many years. We've seen almost every two years we make changes in the makeup of the board of trustees of First Capital. This was no different.
Thank you. In that context, certainly Ms. Botting is one of the most knowledgeable, experienced real estate professionals in the country with broad, deep, and value-added relationships, and the incumbent board has eight of ten members noted with real estate experience. It was and is deep real estate experience. Clearly, a large public company or any company requires effective general management, operational, and financial experience and hands-on governance experience. This was and remains, in my view, a weakness of this board.
One of the worst capital allocation decisions in the history of the Canadian REIT sector was FCR's management and board decision to significantly increase the company's leverage beginning in 2019 to buy out a significant shareholding of Gazit-Globe and, in turn, free itself to some of the governance that their large shareholding provided. This was not a real estate-based decision. Subsequently, FCR spent five years trying to reposition and financially recover from this ill-timed and ill-advised strive for management independence.
At the time, the stock price reached about CAD 22 and has not come close, ever reaching this stock price since. Objectively, Mr. Nesbet's unmatched experience as the President of the Toronto Montreal Stock Exchange, Chairman and CEO of CIBC World Markets, CEO of CIBC Bank, and CEO of the Global Risk Institute offered governance experience that is difficult to match in North America. Why do you believe that this board, and any board for that matter, would not benefit from the depth of general management and governance experience that the unique qualifications and experience Mr. Nesbet provides and perhaps benefit from avoiding some of the self-serving board and management entrenchments that it has suffered from?
I've already given you my answer as to the process for renewal of the board, and I'm not going to repeat that. I don't accept your last comment.
My next question, please. On page 94 of the circular on the recruitment of trustees, and then again more directly on page A19 in paragraph 15 of the mandate of the board of trustees, First Capital's policies indicate that it is the principal responsibility of the governance and sustainability committee to "evaluate individual trustees to assess their suitability for nomination for election." Can you please confirm specifically whether the governance and sustainability committee convened a formal meeting of the committee as a whole to discuss the exclusion of Ms. Botting and Mr. Nesbet from the slate of trustees to be advanced to today's meeting, and if not, why no such meeting was held?
No, I cannot confirm that. I can confirm that the board was surveyed in terms of what the future should look like for membership on the board, and then a decision was made at the governance committee and the board as a whole to make these changes.
There was no governance meeting.
There was a governance committee meeting, yes.
Related to this?
No. There was, yes, actually. There was a meeting of the committee as a whole. Not all of those people attended. Yes, of course there were.
Number four. Review of the report, the voting results, the 2024 AGM held just one year ago today highlighted that Mr. Nesbet received support from 99.9% of all unit holders' votes, a number significantly exceeding all other trustees and at virtually 100% support, which is frankly an unprecedented favorable level of support from what I have experienced in my 40-year career. In contrast, the votes exceed the number of votes of Mr. Mawani, who's Chair of the Governance Committee, by over 14.5 million votes, and Ms. Kane, the prior Chair of the Governance Committee, by over 12.5 million votes.
Ms. Kane and Mr. Mawani are the two longest-serving directors, both nearing the end of the term limits that are disclosed in your circular, and the only two independent directors who, along with Mr. Paul, presided over the poor 2019 capital allocation decision noted previously. In light of these facts and the overwhelming support by shareholders, unit holders, for Mr. Nesbet in his term, Ms. Botting, if there had been a governance committee as stipulated, as you've disclosed, discussion of these facts not have been pertinent to their standing for reelection?
All of the trustees today received overwhelming support, Jeff. What's your point?
I can stand for these pertinent facts related to the proposal of the incumbent directors, two of the three most recent nominees to the board, not considered by the governance committee as a whole in this matter.
Governance committee is not holding a popularity contest when it decides who should be on the trust board.
Shareholders' views are deemed by you to be a populator, population?
No.
Popularity contest?
Clearly not.
Along those lines, Mr. Owen, you've referenced the transaction in 2019 twice now. Obviously, that was over six years ago, a long time ago. Lots changed since then. I just want to remind you, you were a shareholder then, based on what you've told us. We had remarkable unit holder turnout for that vote. We took it to unit holders. We did not make that decision without taking it to unit holders. Over 85% of our unit holders voted the transaction, and the results were overwhelming. It was 99.7% or 99.8% in favor, which presumably included your units at the time.
The mandate of the governance and sustainability committee, as detailed on pages 97 and 98 of the circular, indicates that its responsibility for oversight on "related party transactions and other matters involving actual or potential conflicts of interest." Over the last few years, tenant leases, which have been profiled on your website, include multiple leases to a startup healthcare venture in which the daughter of one of your trustees is a principal. Can you confirm whether a governance committee meeting was held to disclose the facts and details of this lease as required in your policy?
No, those circumstances would not be considered material, but of course, we review the lease to ensure that all terms are market and fair and in line with other leases at that particular property.
The question is not whether they were material or sweetheart deals. My question is whether they were disclosed to the governance committee in accordance with your policy.
The governance committee is aware of these leases, yes.
Were they brought to the attention of the governance committee in advance of entering into those leases?
The leases were entered into quite a long time ago, and at that time, the governance committee was made aware of those leases.
Thank you. It is objectively and undeniably the best time in many years to pursue a value-maximizing corporate transaction for FCR. This is reflected by a convergence of factors, including the grocery-anchored shopping center property sector is now recognized by many, if not most, institutional investors as the top and most sought-after property sector globally, and FCR stands out uniquely due to compelling supply and demand fundamentals and superior property locations. Credit markets have remained highly supportive every quarter since 2023, with credit spreads narrowing dramatically.
Finally, more recently, the value of the Canadian dollar has dropped significantly in recent months to new lows. Consequently, cash offer or valuation made by today with investor with US dollars would reasonably be 10 to 15% higher solely due to the exchange rate differential. In your CEO's remarks during the Q3 2024 earnings conference call, he acknowledged significant institutional capital interest interested in pursuing transactions with FCR and his refusal to entertain offers. "We've seen an increase in demand and capital pools available for FCR core assets, which are grocery-anchored stabilized shopping centers. Unsolicited inbounds have increased, all with institutional capital.
However, given the core assets, and we see a lot of upside from here, similar to the institutions that are reaching out, these assets are not available for sale right now. The details in the information circular describing the background to the acquisition by Blackstone of Retail Opportunity Investments Corp at a 34.5% premium to its unaffected market trading price in the New York Stock Exchange not only validates the constructive market context for a potential transaction, but it is clearly an example of the difference between the opportunity to surface unit holder value from board and management teams that publicly states.
"We're open to and have an obligation to entertain proposals by the company," which you have said, and a formal independently governed process where transaction proponents have some confidence that a potential transaction can materialize. Why does this board continue to refuse to initiate a formal process managed by truly independent global investment dealers to realize value for its unit holders that the REIT itself, based on the recent unit price and its own independent IFRS value, equates to approximately a 35% discount to its value?
The board of trustees has complete confidence in the strategy that has been publicly announced by Adam, the 3 year plan that we've made a great deal of transparency around. We believe that that is the best path to maximizing value for First Capital REIT.
Thank you. My last question, Mr. Chair, and then patience. Why shouldn't unit holders and other stakeholders be concerned that what appears to be some cutting of the corners in governance matters to entrench control similar to the governance decision in 2019 both add to risk factors and continue to restrict FCR from delivering material maximal value to its unit holders?
The premise of your question is completely wrong. There has been no cutting of corners by governanace with First Capital. Are there any other questions? Thank you all for attending. Thank you for your continued interest in First Capital. Hope to see you all again next year.
Thank you very much. That terminates the meeting.