Good morning, and welcome to the 2022 Annual and Special Meeting of Unitholders for First Capital Real Estate Investment Trust. I'm Adam Paul, and I serve as President and CEO. Today, for the third year in a row, our AGM is taking place virtually, primarily due to lingering uncertainty related to the pandemic during the planning timeframe of our AGM. Due to this, we have changed the format of our meeting. In previous years, following the formal portion of the AGM, we gave a presentation on the Trust's business and operations. Our intent this year, and going forward, is to host a separate standalone in-person investor event. We plan to make an announcement in that regard in the future.
We hope this will expand the reach and impact of our management presentation, and of course, we are very much looking forward to seeing you in person at that time. Finally, before we get started with the official business of the meeting, I would like to acknowledge the immense efforts of the entire FCR team over the course of the past year. As we have made our way back to physically working together and collaborating in our offices, the energy and determination of our team has never felt stronger. As I've said before, this is a testament to the culture that we have built and continue to build over many years. With that, I will now turn things over to our chair.
Good morning. I'm Bernard McDonnell, and I serve as the chair of First Capital REIT's board of trustees. Each year, we look forward to the opportunity to speak with our unitholders at our AGM. Although we are unable to meet in person, we have attempted to replicate as best we can our regular meeting in a virtual environment. Members of First Capital's Board of Trustees and the executive leadership team are also attending remotely. I will chair the meeting, and Alison Harnick will act as secretary. First, we would like to discuss how voting and questions will be addressed in this virtual format. Usually, and this year is no exception, the vast majority of unitholders submit proxies or voting instructions in advance of the meeting, with only a small number of unitholders opting to vote their units at the meeting.
Under normal circumstances, unitholders or proxy holders who wish to vote at the meeting would be required to attend the meeting in person. Instead, voting during today's meeting will be conducted through the online platform. We will conduct the votes on the matters before us by a poll. On a poll, every unitholder entitled to vote has one vote in respect of each unit held by that unitholder. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. If you have voted in advance of the meeting and do not wish to revoke your previously submitted proxies, then you do not need to do anything.
Another manner in which this virtual meeting will be different is with respect to questions which will be accepted from registered unitholders and proxy holders through the online platform. To submit a question, click on the Q&A icon at the top of your computer screen. When submitting a question, please identify if it relates to a motion being considered as part of the formal business of the meeting or whether it is general in nature. We will address questions related to a particular motion at the appropriate time in the meeting and save general questions until after the formal business has been completed. Questions with common themes may be grouped together for efficiency. We will read the questions aloud prior to our response. We will make every effort to answer all your questions during today's question-and-answer period.
In the unlikely event of a serious technological failure that prevents the meeting from continuing, the meeting will be rescheduled. Please note that only registered unitholders or their proxies are entitled to take part in and vote at this meeting. To make the best use of our time, certain unitholders 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.
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 measures are on the screen and can be found in the REIT's various securities filings, including its most recent MD&A and current annual information form and annual report to unitholders. These can be found on SEDAR and on the REIT's website. Actual results could differ materially from the forecast 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 fact, are qualified by the cautionary statement posted on the screen.
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 scrutineers. Notice of the meeting, including the agenda for today, was mailed to unitholders on or about May twentieth, 2022. The scrutineer has confirmed that proxies representing over 80% 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 presentation of our 2021 audited consolidated financial statements together with the auditor's report. These are included in the annual report which was provided to unitholders and can also be retrieved from the investor section of the First Capital website or SEDAR.
Please note, we will address any questions respecting the financial statements in the question period. I will now proceed with the next item of business, the election of trustees. Nine trustees are to be elected and detailed information regarding each of the nine trustees is set out in the circular. The board has adopted a majority voting policy that permits unitholders to vote in favor of or withhold from voting separately or for each nominee. Details concerning the policy are available in the circular, and the full policy is available on our website. 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 90%-98% 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. As no such nominations were received, no one, other than management's proposed nominees, as set out in the circular, is eligible to be nominated. Alison, were there any questions or comments submitted in connection with the nomination and election of trustees?
No, we have not received any questions or comments related to this item.
Thank you. As mentioned, I've taken the liberty of asking certain unitholders to make the motions for the election of the trustees and other motions today. Could I please have a motion for the election of trustees?
Mr. Chairman, my name is Kirryn Hashmi, and I am a unitholder of First Capital REIT. 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 unitholders or until their successors are duly elected or appointed. Bernard McDonnell, Leonard Abramsky, Sheila Botting, Ian Clarke, Paul Douglas, Annalisa King, Al Mawani, Adam Paul, and Andrea Stephen.
Mr. Chairman, my name is Noah Parker, and I'm a unitholder of First Capital REIT. I second the motion.
Thank you. Voting through the online portal is now open for all resolutions. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. Once the online poll closes after all items of business has been conducted, the scrutineers will tabulate the votes cast, and we will report on the results towards the end of the meeting. We will now move to the appointment of the auditors and authorization of the trustees to fix their remuneration. Alison, were there any questions or comments submitted in connection with the appointment of the auditors?
No, we have not received any questions or comments related to this item.
Thank you. May I have a motion to appoint the auditors and authorize trustees to fix their remuneration?
Mr. Chairman, I move that Ernst & Young LLP be reappointed auditors of First Capital REIT to hold office until the next annual meeting of unitholders or until their successors are appointed and to authorize the trustees to fix their remuneration.
Mr. Chairman, I second the motion.
Thank you. The portal remains open for voting. Once closed, the scrutineers will tabulate the votes cast, and we will report on the results towards the end of the 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. Alison, were there any questions or comments submitted in connection with this matter?
No, we have not received any questions or comments related to this item.
Thank you. May I have a motion to approve on an advisory basis First Capital's approach to executive compensation?
Mr. Chairman, 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. Chairman, I second the motion.
Thank you. The next item of business is to consider a resolution authorizing an additional 300,000 trust units available for issue under the REIT's Deferred Trust Unit Plan, known as the DTU Plan. A copy of the resolution is set out as Appendix A to the circular. Over 99% of the votes cast in advance of this meeting are in favor of the resolution to authorize the amendments to the REIT's DTU Plan. Alison, were there any questions or comments submitted in connection with this matter?
No, we have not received any questions or comments related to this item.
Thank you. May I have a motion that the resolution in the form attached as Appendix A to the circular authorizing amendments to the REIT's DTU Plan be approved?
Mr. Chairman, I move that the resolution in the form attached as Appendix A to the circular authorizing amendments to the REIT's DTU Plan be approved.
Mr. Chairman, I second the motion.
Thank you. The portal remains open for voting. Once closed, the scrutineers will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business is to consider a resolution authorizing an additional 1,250,000 trust units for issuance under the REIT's Restricted Trust Unit Plan, known as the RTU Plan. Copy of the resolution is set out as Appendix B to the circular. Over 96% of the votes cast in advance of this meeting are in favor of the resolution to authorize the amendments to the corporation's RTU plan. Alison, were there any questions or comments submitted in connection with this matter?
No, we have not received any questions or comments related to this item.
Thank you. May I have a motion that the resolution in the form attached as Appendix B to the circular authorizing amendments to the REIT's RTU Plan be approved.
Mr. Chairman, I move that the resolution in the form attached as Appendix B to the circular authorizing amendments to the REIT's RTU plan be approved.
Mr. Chairman, I second the motion.
Thank you. As this is the last item of business, the online portal will remain open for a few more moments. This brings us to the end of voting on items of business before the meeting, and I therefore declare the polls closed. Thank you for casting your votes. The scrutineers 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 Q&A period. I am pleased to report that we have now received the preliminary voting results from the scrutineer on the five items of business. The formal voting results will be made available on SEDAR following the meeting. On the election of trustees, the voting results show that each trustee nominee has received votes in favor from a range of at least 90%-98% of the votes cast.
Accordingly, I declare the proposed trustee nominees have been duly elected as trustees of First Capital REIT to hold office until the next AGM 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 approximately 99% of votes cast were in favor of the reappointment of Ernst & Young LLP as the auditors of First Capital REIT. I declare Ernst & Young LLP are reappointed auditors of First Capital REIT and that the trustees are authorized to fix the auditors' remuneration. On the advisory vote on First Capital's approach to executive compensation, approximately 87% 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.
On the authorization of the amendments to the REIT's DTU Plan set out in the resolution attached as Appendix A to the circular, approximately 99% of the votes cast were voted in favor of the resolution. The motion is carried, and the resolution is approved. On the authorization of the amendments to the REIT's RTU Plan set out in the resolution attached as Appendix B to the circular, approximately 97% of the votes cast were voted in favor of the resolution. 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. Chairman, I move that the meeting terminate.
Mr. Chairman, I second the motion.
Thank you. I declare the meeting terminated. We will take a short pause before the Q&A portion of the meeting.
We have now reached the Q&A portion of the meeting. We have received two questions from Mr. Dori Segal, which I will read. Question one: In your circular, management is being praised for exceeding all of their financial goals, and it is stated that they performed exceptionally well. The underperformance of the unit price was attributed to the pandemic and macroeconomic factors. However, around the time of the circular being filed, three of FCR's closest peers were traded at a price which was above their pre-pandemic price, and the other three outperform FCR, which traded approximately 30% below its pre-pandemic price by a margin. How do you explain this? I'll ask our President and CEO to respond.
Okay. Thank you, Alison. Thank you for reading it verbatim. I'll start out by noting that the volatility today is very high as a result of economic factors and macroeconomic factors that we are all familiar with. In times of increased volatility in the capital market, stock prices can become quite disconnected from intrinsic value or NAV. In our view, the retailer-sponsored REITs seem to have benefited through the pandemic. Yet, notably, in recent weeks, no market participant has been immune to the volatility. We are a real estate operating business first and foremost, and therefore, we do take a long-term view. The work we've done over the last few years and in 2021 specifically renders FCR much better positioned for the future. Our real estate portfolio has never been better, and we look forward to the current volatility subsiding.
Alison, that would be the response to question number one. We do have a second question, so if you would please read that question verbatim as well.
Sure. The question is: I have been recently buying units on a weekly basis, starting at CAD 17.50 all the way down to CAD 14.20, which I believe is a 12-year low, other than a brief period in March of 2020. Other than buying back units, which I do support, is there a strategy or plan to restore the REIT to its former stature of trading at a premium compared to its closest peers in the face of what some market participants suggest is a crisis of credibility and confidence?
Okay. Thank you, Alison. Again, you know, certainly we've done extensive outreach and meetings with investors over the past few months, including representation from our board in some cases. I can tell you that the feedback has been supportive, and our voting results today further demonstrate that. Regarding buying back units, it is certainly an opportunity that we are taking advantage of. However, we do not view it as a strategy or certainly our strategy. Our strategy is well laid out in our public documents, including our investor presentation and our MD&A, amongst others, which are all located on our website. We're continuing to advance our development program. We are divesting of certain assets where pricing is attractive. We are focused on acquiring high-quality grocery-anchored properties in neighborhoods with exceptional demographic profiles that are consistent with our portfolio.
Alison, that would be the response to number two. Have any other questions come in, Alison?
There are no other questions at this time.
Okay, thank you very much. That concludes our annual meeting. I wanna thank everyone for their interest in FCR. I wanna thank you for taking the time to participate, and we hope you have a wonderful day. Thank you.