First Capital Real Estate Investment Trust (TSX:FCR.UN)
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AGM 2017

May 30, 2017

Speaker 1

Good morning, everyone. Welcome to the annual meeting of First Capital Realty. My name is Adam Paul, and I have the privilege of serving as your president and CEO. As you can see, our annual meeting has a new venue here in Yorkville Village. And as you can hear, we certainly aren't finished, but our work has progressed to the point where many events have already been hosted in this space.

Our major transformation of this property provides a window into the vision, creativity and capabilities of our platform, which you'll hear more about this morning. I'll start by introducing our head table. First, the Chairman of the Board, Dory Siegel. Next to Dory is Kay Brecken. Kay serves as Executive Vice President and CFO of First Capital.

Next to Kaye is Jordan Robbins. Jordan is our Executive Vice President and COO. And next to Jordan is Roger Sweenard, our in house General Counsel and Corporate Secretary. Thank you, head table. I'd like to take a moment to recognize two board members who are not standing for reelection this year.

First is Susan McArthur. Susan has been a board member at First Capital since 02/2007. Susan has witnessed and contributed to an exceptional period of growth for us. During her tenure over the last decade, First Capital's asset base has grown from $3,500,000,000 to over $9,400,000,000 On behalf of all shareholders and the board, I'd like to thank Susan for her contributions, guidance, and support. Susan MacArthur.

Another longtime board member who is not standing for reelection is our former chairman, Chaim Katzmann. The first time I met Chaim, we spent a full day touring properties in New York, and the day was filled with stimulating real estate talk. It was then that I had a deep appreciation for the business and retail real estate acumen that Chaim possesses. Chaim took the Chairman role in 2000 when he and Dori first got involved in the company. Since then, our equity market capitalization has increased from 150,000,000 to roughly $5,000,000,000 And total returns to shareholders over that sixteen year period averaged an impressive 15.7% per annum.

So on behalf of all shareholders, congratulations, Chaim, on your tremendous success. One of the items on the agenda today is the election of your board of directors. In addition to myself as the management director, seven people will be presented for election. There are two new directors being proposed today. First is Annalisa King.

Annalisa brings her business leadership, governance, information technology, and retail experience to First Capital. She was previously the Chief Financial Officer and Chief Information Officer at Best Buy Canada, where several functions fell under her responsibility, including real estate. Prior to her eight years at Best Buy, Annalisa held leadership positions in finance with several consumer packaged goods companies, including Kraft, Pillsbury Canada and Maple Leaf Foods. Annalisa is currently a Corporate Director with several organizations, including Saputo and the Vancouver Airport Authority. Our second new proposed Board member is Mia Stark.

Mia is currently the CEO of Gazit Brazil, where she has led the formation and growth of their shopping center investments in Sao Paulo. Mia brings her deep knowledge and global perspective of retail real estate to the First Capital Board. She was also recently recognized as one of the most influential women in Brazil by Forbes Brazil. Both Annalisa King and Mia Stark will be great additions to the First Capital Board. Details about the background and qualifications of all directors being proposed for election are included in the meeting materials for today's meeting that were sent to shareholders in April.

Collectively, this group brings the required experience and skills necessary to successfully fulfill the responsibilities of your Board. Now before we move into the formal part of the meeting, I'd like to recognize Roger Sweenard, who is moving on from First Capital. Roger has

Speaker 2

been with us for seven years in

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the role of general counsel. In addition to overseeing legal matters, he has played an important role embedding a culture of good governance within the organization. I'd like to recognize Roger for his contributions to First Capital and wish him the very best in his new role. Thank you, Roger. We'll now proceed to the formal part of the meeting, followed by our favorite part, a presentation of the business that will be given by Kay, Jordi and myself.

And after that, we will open up the floor for questions and comments. I'll now turn things over to Dory. Thank you, Adam. Promotion to Chairman, I think, is

Speaker 3

a bit overrated. But so before we start the formal part of the meeting, let me just echo Adam's recognition of two departing Board members, Susan MacArthur and Chaim Katzmann. And also wish Annalisa King and Mia Stark lots of success. Knowing Adam is going to make you work hard to earn your keep. Susan joined the Board about ten years ago, as Adam said, and I think she brought a very original and refreshing perspective both to me and the Board.

Thank you again for your contribution and support, Susan. Unlike Susan, who came on Board of their own volition, Chaim was stuck with me. He had no choice. He had to come on the board when we got involved with this company. And in fact, it was actually Chaim's idea in 1996 to start investing in Canada.

Two years prior to Equity One going public, Equity One was our U. S. Business which we recently sold. And Canada at the time had much higher returns than The U. S.

And in his mind, with no greater risk. And risk is a word that is often harder to value than return. One of the things I've learned most from Chaim can be summarized into a very simple and logical philosophy, which I'm happy to say I think was very well implemented and continues to be implemented today in First Capital. And

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that

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is a very reasonable approach towards risk. Every asset or development we do goes through a very thoughtful, careful and thorough analysis to first assess its risk and then, only then, its potential. If we can underwrite every asset or development and make sure it doesn't turn into a disaster, and I think this is a risk we can definitely underwrite, and at the same time own great real estate and manage it well, this is a great business proposition Because notwithstanding the fact that we don't instinctively underwrite good news, good news simply come your way. That's the nature of owning good real estate and managing it well. And by the way, I think Adam and his team manages the business exceptionally well.

Chaim, you set a very high bar to which I aspire to give Adam the same support I received when I was the CEO and to do wonderful things for this company. And now to what I really like is the formal part of the meeting. Okay. I think we have to start with Roger. Yes.

Speaker 4

So I'll start by reading the forward looking statements. Forward looking statements may be made today during our or after the formal part of this meeting. Certain material assumptions were applied in providing these statements, many of which are beyond our control. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements. A summary of these underlying assumptions, risks and uncertainties is contained in our various securities filings, including our annual information form and MD and A for the year ended December 3136, all of which are available on SEDAR and on the company's website.

These forward looking statements are made as of today's date, and except as required by applicable securities law, we undertake no obligation to publicly update or revise any such statements.

Speaker 3

Thank you, Roger. I will chair the meeting and Roger Eschwinau will act as the secretary. Adam has introduced nominees to the Board of Directors, all of whom are presently here today. Please note that only registered shareholders or their proxies are entitled to take part and vote at this meeting. Before we start yes, we already did this.

So the meeting will now come into order and representative of Computershare Trust Company of Canada, the transfer agent of the corporation's common shares, have been appointed to act as the scrutineers. Notice of the meeting, including the agenda of today, was mailed to shareholders on April 2837. The scrutineers have confirmed that proxies representing a total of 80% of our outstanding common shares have been properly deposited prior to the meeting and that is quorum actually exists. I now declare the meeting properly constituted and for the transaction of business. The proceeding with a in proceeding with the meeting, I will conduct the vote on each matter by a show of hands.

The first item of business, the presentation of our 2016 audited consolidated financial statement together with the auditor's report thereon. I ask the secretary to table the financial statement and the auditor's report. Please hold any questions representing the financial statement until the question periods. I will now proceed with the election of directors. Eight directors are to be elected and information regarding the eight nominees are out are set out in the circular.

The board has adopted a majority voting policy that permits shareholders to vote in favor or withhold from voting separately for each nominee. Details concerning the the policy are available in the circular. Of the total vote cast by proxy for the election of nominees, each individual all received at least 98 or more in favor of his or her election. Are there any further nominations? As there are no further nomination, I declare the nomination closed.

May I have a motion to elect John Hagan, Alan Kimberley, Analisa King, Bernie McDonnell, Adam Poll, myself, Dory Siegel, Mia Stark, and Andrea Stevens as directors of the corporation until the next annual meeting of shareholders or until their successors are duly elected or appointed. Okay. Anybody second? Aye. James, thanks for coming.

Appreciate it. I now call for a vote on the motion. As previously mentioned, each nominee director received a sufficient number of votes cast by proxy to ensure his or her election. I I therefore propose that we that we now conduct one vote in respect of all of the nominee directors by a show of hands. All in favor?

Withhold, if any. Okay. The motion is carried. We will now vote to approve the auditors and authorize the directors to fix their remunerations. Over 99% of the votes casted in advance of this meeting are in favor of resolution to appoint the auditors.

May I have a motion to appoint Ernst Young as auditors of the corporation and to hold office until the next annual meeting or shareholders of shareholders or until their successor are appointed and authorize the directors to fix their remuneration. Anybody second? Thank you, James. I now call for a vote on the motion. All in favor?

Aye. And he will hold? Okay. The motion is carried. The next item of business is consider a resolution authorizing an additional 4,500,000.0 common shares for issuance under the corporation stock option plan.

A copy of the resolution is set out in the schedule that was in the circular. Over 83 of the vote cast in advance of this meeting are in favor of the resolution to authorize the amendment to the corporation stock option plan. May I have a motion that the resolution in the form attached a Schedule A to the circular and authorizing amendment to the corporation stock option plan to be approved. Thank you, Hilton. Any second?

Thank you, James. So we now will call for a vote. All in favor? Against, if any? The motion is carried.

The next item of business is to consider a resolution authorizing the additional 1,000,000 common shares issuance under the corporation RSU plans, a copy of the resolution set out in the Schedule B to the circular. Over 91% of the votes cast in advance of this meeting are in favor of the resolution to authorize the amendment to the corporation's RSU plans. May I have a motion that the resolution in the form attached to a Schedule B to the circular authorizing the amendment to the corporation RSU plans be approved. REPRESENTATIVE:] Thank you, Alton. Second?

Okay. I now call for a vote on the motion. All in favor? Against, if any? Great.

The motion is carried. The next item of business is to consider the resolution to approve a Bylaw two of the corporation regarding advance notice requirements for the nomination of directors. A copy of the resolution is set out in the schedule to the circular in sorry, in Schedule C to the circular, and a minor technical amendment were made to the proposed bylaw in a public notice filed on 05/08/2017, in order to fully align with ISS proxy voting guidelines. Over 98% of the votes cast in advance of this meeting are in favor of the resolution to approve Bylaw two regarding an advance notice of comment for the nominations of director. May I have a motion that the resolution in the form attached as Schedule C to the circular regarding Bylaw No.

Two of the corporation as modified by the public notice be approved. Thank you, Elton. Second? Thank you, James. I now call for a vote on the motion.

All in favor? Again, Stefani? Okay. As we have come to the end of the meeting, we will terminate the meeting now, after which management will make a presentation concerning the company's strategy, operation and activities. May I have a motion to terminate the meeting?

Thank you. Second? Thank you. If there's no further discussion, I will now call a vote for the termination. All in favor?

Against, if any. The motion is carried, and I will now turn it back to Adam.

Speaker 1

Okay. Thank you very much, Dory. At last year's AGM, I noted that most of the last fifteen years could be summed up as a period of accumulating and building for our future. So the natural theme for last year's AGM was built to deliver. And coming up with our theme for this year, we've drawn on our name to make a qualitative statement about our standards.

Those standards are founded on our shared belief in everything that we now need and have in the first place. So in the first place is our theme today. We'll be reviewing and updating you on several elements of the business, including people, our FCR BEST initiative, financial performance, our approach to tenant mix, community initiatives and, of course, our properties. We'll expand on our in the first place theme by incorporating in the first person through a number of short videos throughout our presentation. So first, I'd like to comment on 2016.

In short, we had a very strong year. We exceeded our plan on our two most important metrics. First, our NAV per share increased by 7.1% with momentum continuing into 2017 with a sizable increase of 11.4% since the beginning of last year. Second, our operating FFO per share increased by 4.7%, which I point out includes the negative impact of several onetime items we dealt with last year, as you'll hear from Kay. Our total returns to shareholders came in at a solid 17.3% for the year.

But our focus has always been on long term returns, where we continue to outperform both the TSX CAPREIT Index and the TSX Composite Index. The first section of our presentation today is people, which we will begin with a short video featuring two of our longer term employees.

Speaker 5

I'm always pushing to make myself better and to improve in my career, and I find as the company improves, I improve, and I think that's a lot of fun.

Speaker 6

The person that will fit well with the team will be somebody who's really hardworking, has a mind that always want to learn and and grow. And the experience that we get at First Capital is is priceless.

Speaker 1

We're very fortunate to have so many talented and passionate professionals in First Capital just like Amica and Ryan. In my first AGM with the company two years ago, I stated that our people will have the single biggest impact on the value we create. I'll tell you why I have even more conviction in that statement today. It starts with the right strategy for the road that lies ahead. Like many industries, retail is going through transformational change, and our strategy positions us exceptionally well in the context of this change.

Our $9,400,000,000 portfolio is concentrated in the largest urban growth markets in Canada. We're regarded by most as having the best positioned retail portfolio in the Canadian listed sector, a portfolio that would be near impossible to replicate today. Our assets continue to attract the strongest necessity based retailers in the country. As I spoke about last year, it is these retailers and these tenants that provide reliability to our growing cash flow. Our balance sheet is flexible and continues to strengthen.

These are the right ingredients for success. For First Capital, it's about execution from here, which is why our people will continue to have the single biggest impact on the value we create. For this reason, we've undergone several changes to the people and culture side of our business. These changes extended to every level of the organization, including the executive team. This team has now been assembled based on the individual strength of each person, but equally as important, how the skills of each executive fit together with one another.

That is why I believe we now have the best and the brightest team in the business. I'll now turn things over to Kate to review our FCR BEST initiative as well as our financial performance.

Speaker 7

Good morning, and thank you for joining us today. At FCR, we believe having a high performance organizational culture requires the right people, the right process and the right systems. Adam has spoken about the work we've done to ensure we have the right people and the right organizational structure. I want to talk about a key initiative called FCR Best, which is about ensuring we have the right processes and systems to enable our success. Before I do, I'd like to share a short video with you.

Speaker 8

I've worked in the commercial real estate industry for almost forty years and know that for most CRE companies, information technology is viewed mainly as a cost center that needs to be tightly controlled. Through discussions with Kay and Adam, it became clear that transforming FCR's information technology platform is a critical element in their vision for the company. It's a driver of process improvements, an enabler of efficiency and an overall catalyst for positive change throughout the organization. What we have accomplished so far has been nothing short of remarkable, and we're just getting started.

Speaker 7

The transformation that Ian referred to is what we call FCR BEST. FCR BEST stands for Business Excellence Strategic Transformation. It's a three year program that we started in August. It includes the launch of a number of new IT systems and the redesign of many of our key business processes to align with our new organizational structure and our new systems. We are now more than halfway through this three year year program.

During 2016, we launched six new IT systems, the latest version of JD Edwards with a completely redesigned and simplified chart of accounts, a new reporting system that better supports our consolidated and proportionate interest reporting a lease inquiry system that gives all employees ready access to our key lease information a customer relationship management system, which supports the work of our legal and leasing teams to execute new deals with our tenants a property budgeting system, which supports our quarterly forecasting business. Are our

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And

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of achievement by the entire FCR business. Team. We are are proud incredibly proud of what the team accomplished and the benefits we have already achieved from the new systems and processes we implemented. In 2017, we are building on what we accomplished in 2016 to better leverage data, to improve decision making, and to drive further efficiencies in how work gets done. I want to again extend my thanks and gratitude to our dedicated employees who have ensured the success of this program.

We look forward to continuing to leverage the new systems we have in place to achieve our goals and our objectives. Now I want to touch on our 2016 results. We've stated many times that growing our operating FFO per share is our number one goal. As such, we were extremely pleased with our 2016 results as our operating FFO grew by 4.7% versus the prior year. This was the highest year over year growth we've achieved, and it far exceeded the industry average growth rate for 2016.

Let's take a closer look at one of the key metrics that helped us achieve this growth. Prior to the start of the year, we said our same property NOI growth would be negatively impacted by the $3,000,000 in significant lease termination fees we received in the 2015 and by an above average amount of anchor space in transition. Given these headwinds, we were pleased with the $4,100,000 or 1.1% growth we achieved in same property NOI despite it being below our industry leading long term average growth rate of 3.5%. All of the anchor space that was in transition has since been released to higher performing retailers at substantially higher rental rates. This is reflected in our same property NOI when our new tenants begin to pay cash rent.

Accordingly, we expect to achieve stronger same property NOI growth in 2017. Just as important as our objective of growing our operating FFO per share is our focus on growing our net asset value, or NAV, on a per share basis. We were very pleased with the growth in our NAV over the course of 2016. Our NAV increased 7.1% during the year. We continued to focus on maintaining a strong and flexible financial position.

Over the course of 2016, we raised over $1,000,000,000 of new capital to fund our growth and to repay maturing debt. Our total assets grew by $900,000,000 to $9,200,000,000 while our leverage ratio, debt to total assets, declined by 30 basis points to a conservative 42.6% at year end. Our unencumbered asset pool grew by over $800,000,000 to $6,600,000,000 or 72% of our total assets. Our weighted average interest rate on our outstanding term debt declined to 4.5%, and we expect this to further decline in 2017 as we continue to take advantage of the low interest rate environment. Additionally, our operating FFO payout ratio also improved in 2016.

Our payout ratio declined by 400 basis points to 78%, which allows us to retain more cash to fund our growth. And we are off to a solid start in 2017. Our first quarter same property NOI was up 2.4% compared to Q1 of twenty sixteen. We continued to generate growth in NAV, which was up 4% since the start of the year. And most importantly, in keeping with our primary objective, our operating FFO increased 3.7% to $0.28 per share.

Our strong and flexible balance sheet, combined with our investment grade credit ratings, which are amongst the highest in the real estate industry, and a development pipeline comprised of 14,000,000 square feet of incremental density, are some of the key components on which we will continue to build value for our shareholders in the years ahead. Thank you again for joining us this morning. I will now turn things back to Adam.

Speaker 1

Thank you very much, Kay. It's my belief that our customers appreciate how much time and focus we apply to assembling a strategic mix of retailers in our shopping centers. By placing the right tenants in the right spaces, we create retail environments that maximize sales, rents, and the value of each center. Here's an example of one such customer, doctor Patel, who lives, works, and shops in Toronto's Liberty Village.

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For me, it's all about convenience. I'm able to get my groceries. I'm able to go to the gym, grab my coffee, and the whole time, be able to stroll with my my young daughter around. I like the fact that, there there's actually unique stores like like West Elm or or e q three that you can't find everywhere in the city. It's just amazing to be able to go outside and sit by a fountain.

It's a little village on its own.

Speaker 1

First Capital has become known for owning urban retail properties that are tenanted with Canada's leading necessity based retailers. Our tenants generally sell things that people buy regardless of the economic climate. Anchoring our necessity based retail assets are grocery stores and pharmacies. Over 95% of our portfolio by value is grocery and or pharmacy anchored. There's no doubt retail is undergoing a great deal of change.

One of the things we're very proud of is our track record of recognizing evolving trends and then being proactive by creating opportunities out of them. Last year, I spoke about the impact of daycares. This year's example is fitness clubs. It wasn't long ago that gyms were viewed as an inferior use in shopping centers, But we were separate from the herd. We aggressively pursued fitness clubs far before they were popular with landlords.

Now there were a few reasons behind our thinking at the time. First, we believed the secular shift was underway towards health and wellness, and therefore the category would be in expansion mode. Second, fitness clubs attract a targeted consumer profile to our shopping centers. For example, their members often purchase better quality food products with higher margins from our food stores. Third, peak parking times for gyms are different than many of our other tenants, and that allows us to more efficiently manage our parking areas.

And fourth, people generally work out multiple times per week, resulting in high frequency visits to our centers by this targeted consumer group. Our early focus on fitness clubs has been very beneficial. We now have 82 of them. They bring thousands of customers to our properties. They cross shop in our grocery stores, our pharmacies, our coffee shops and many of our other tenants.

It's hard to speak about tenant mix without talking about the impact of technology and e commerce. Both of these forces will continue to alter retail in what I believe will be a beneficial way for First Capital. In this regard, we continue to be proactive and well positioned. Roughly 35% of our total rent now comes from e commerce proof categories such as restaurants and coffee shops, services such as medical clinics, hair and nail salons. It also includes daycares and learning centers, fitness clubs, among several others.

This 35% number excludes grocery stores and pharmacies, which represents an additional 27% of our total income. It also excludes the balance of our daily necessity tenant base, which is very resistant to the changes that are occurring. A cornerstone of our strategy is based on our belief that there will continue to be strong demand for well located space in urban markets with above average population growth and where there are barriers to entry for new retail supply. This is exactly what you own today in your investment in First Capital Realty. Here are what some of our tenants have to say.

Speaker 2

We find that First Capital has great quality sites. They they use great finishes. They also they are environmentally responsible, they go towards getting LEED certification wherever possible, including more recently putting in charging stations across portfolio.

Speaker 9

I think you have some extremely well located properties, very attractive physically and good parking, good signage, good access in great markets.

Speaker 1

Something else I'd like to speak about is our innovative arts program. We continue to find ways where we can contribute to the communities we serve. We do this by making our properties more unique, by creating places that are vibrant, places where people enjoy spending time. That's the future of retail, and our arts program is just one example of how we achieve this. Our arts program has many facets, including our public art competitions, where we partner with leading Canadian art universities.

This program has resulted in 24 pieces of public art, including four over the last year alone, being installed throughout our shopping centers. First Capital owns each piece, and we're happy to fund the cost of this program. In addition to supporting both emerging and established artists, these pieces have added important cultural and qualitative elements to our properties that fit very well with our vision for our centers. Here's what Doctor. Sarah Diamond, President of OCAD University, and Vlad Spicanevich, Dean of the Faculty of Art of OCAD, have to say about this program.

Speaker 10

I'm really grateful to First Capital Realty for engaging OCAD University in these award winning efforts in terms of not only urban development, but also cultural development and the opportunities for creating interfaces between art and public spaces, between art and social spaces, and really showcasing diversity of creative talent that, University generates.

Speaker 7

Our relationship with First Capital Realty is a very special one for OCAD University. Their generosity has provided fantastic opportunities that have launched the careers of our most talented graduating students.

Speaker 1

I'm now going to pass things over to Jordi, who will update you on our property activities.

Speaker 11

Good morning. I've been at First Capital for exactly one year today, and oh, what a year it's been. I am so grateful to be part of this incredible team and so honored to get to speak with you all this morning about our great company. It's no surprise that the fastest growing areas in Canada are its largest cities: Toronto, Montreal, Vancouver, Calgary, Edmonton, and Ottawa. It should also come as no surprise then, given our emphasis on demographics, that the First Capital Growth Strategy continues to focus on shopping centers located in these same urban markets.

In fact, nearly 90% of our annual minimum rent is derived from centers located in Canada's six largest cities. This is where we can leverage our powerful platform, and this is where we're best able to create value. In 2016, we had a very successful year. In total, we added approximately $500,000,000 of properties to our portfolio. This was made up of 800,000 square feet of income producing properties and 16 acres of land at First Capital's interest.

In addition to a strong focus on organic growth, we also continued to grow by using a three pronged approach: acquisitions, development and redevelopment. I'd like to highlight two key acquisitions that we made in 2016. Starting in Downtown Toronto, we acquired 1 Bloor Street East for $190,000,000 This 85,000 square foot flagship Nordstrom Rack anchored retail development is located at the epicentre of Toronto at the Southeast Corner Of Yonge And Bloor Street. We purchased this exceptional piece of real estate because 1 Bloor represents a property that we feel we can improve and increase value immediately upon its completion. We have spent months working on how we can enhance the way the space functions and relates to the people who use it, to the 500,000 daily transit users and pedestrians who pass by the property, to the 40,000 employees in the nearby office space, and to the thousands of local residents, including those located in the 800 units above.

In addition to the physical changes, we're drawing on our active and in-depth experience in Yorkville Village to source retail users to be part of this extraordinary property. We are thrilled to announce that we've recently entered into an agreement with McEwen's for an 18,000 square foot grocery gourmet grocery store to occupy the entire concourse level. While we still have much work to do, what is abundantly clear to us is that once complete, one bluer will be worth substantially more than our cost. Perhaps the most exciting acquisition we made in 2016 was the 27 acre former Christie Cookie Lands located at Parklawn and Lakeshore near the waterfront in West Toronto. We purchased the site with CPP Investment Board as our joint venture partner.

We believe this development will be the most profitable development in our company's history. The property is bounded by the Queen Elizabeth Highway and the GO Train Line. In addition to what's already been constructed, it's surrounded by 15 high density residential development sites that are either approved or under construction and that will accommodate over 20,000 people. Because of its urban location and its sheer size, we're planning a world class mixed use center with residential, retail, and other related uses. This project will be unlike anything in Canada, and it will be one where we apply the best of everything we've learned in urban retail development.

Growing our portfolio requires a disciplined approach to not only acquisitions but also development, the second component of our three pronged strategy. In total, we currently have five major developments underway, which on completion will add approximately 1,300,000 square feet of new urban retail space at a cost of roughly $1,000,000,000 What used to be good is simply not good enough today. So we're continuing to explore ways to differentiate our centers. It's our goal to provide our customers a shopping center environment that has a sense of community and a sense of place. We do this by being thoughtful about the tenant merchandising mix and through careful design.

That way, we can ensure we deliver the right services in an environment that encourages people to come and, more important, encourages them to stay. You see, the formula is simple. The longer our customer stays, the more they buy, and the higher sales equate to higher rents. The Brewery District development in Edmonton's urban core is a great example of this approach. People shop there not only because they need to, but because they want to.

It's designed with an aesthetic that pays homage to its historical past as a Molson Brewery. However, it also meets the needs of modern day retailers. We were able to maintain this link to its past through adaptive reuse of the existing structure, the use of reclaimed brick and historic trade fixtures found on-site, and the addition of public art features. By preserving this character, we created a shopping center that is cool, compelling, and distinct. The Brewery District progressed very well this past year, and to date, we've opened its first two phases totaling 210,000 square feet.

The remaining 100,000 square feet will be leased and built over the course of the next year. Our newly constructed shopping center boasts a Loblaws City Market, a Shoppers Drug Mart, a Winners, a Good Life Fitness and a variety of other tenants. Sales for both Loblaws and Winners exceeded their preliminary forecasts and continue to trend positively. This past month, MEC opened, which will no doubt further increase traffic to the center. Based upon the response to our Brewery District development, it is clear that there continues to be strong demand in Edmonton from both consumers and retailers for high quality, unique, and well located retail space.

Here's just a few of our tenants and stakeholders have to say about our properties.

Speaker 12

For us remaining in the downtown core was very important as part of the Edmonton's downtown revitalization, great access to trails and connection to the LRT. A unique draw to that shopping center that's outside of the food store and the shoppers, I would say, it's the Mountain Equipment Co op that brings a unique quality to it. Big plus for us is parking, and there's ample parking on the site available to our members.

Speaker 13

So First Capital has done a really fantastic job of refurbishing the heritage buildings on the site, which is really reflective of the values of the neighboring communities.

Speaker 12

And the contemporary environments that FCR has created, which are places that customers really want to spend time and shop. We really appreciate the strategic approach that First Capital takes to finding the right mix of retailers. I would describe our relationship with First Capital as engaging, collaborative and progressive as we consider exciting future opportunity.

Speaker 11

Last, but certainly not least, our King High Line mixed use development phase of our Liberty Village property is also progressing very well. Liberty Village is evolving into a growing community of young, middle to high income households who want to shop, work, and play in the neighborhood in which they live. The retail component of our King High Line development contemplates 155,000 square feet of space, and we are proud to announce today, for the first time, it will be anchored by a 30,000 square foot Longo's grocery store and a 42,000 square foot Canadian Tire store. It will also house a day care facility, a pharmacy, and a number of unique restaurants to serve the local and growing population. The residential component of the development is made up of over 500 rental units.

With demand for rental product in Liberty Village reaching unprecedented levels in 2016, market rental rates for our development continue to escalate. We expect to complete our King High Line project in the fourth quarter of twenty eighteen. On completion of the current phase, we will have $420,000,000 invested in Liberty Village, and we will own 470,000 square feet of commercial space and over 500 rental units. Redevelopment or asset repositioning forms the third component of our three pronged strategy. During 2016, we completed the first phase of the redevelopment at Yorkville Village Mall.

Some of the changes we've made you can see as you look around this incredible space. We have successfully corrected a number of historic design flaws. Specifically, we opened The Lane, the new entrance you see to your, right, which directly connects the center with Yorkville Avenue. We also opened the new food hall and opened 158,000 square feet of retail space that today is fully leased. While we're very proud of what we've been able to achieve thus far, we are far from done.

We will open the remaining 55,000 square feet by the end of this year. Tenants in Phase II include Soul Cycle, Palm Lane Restaurant by The Chase Group, Jean Paul Fortin Footwear, Canada's first Bell Staff store, Nanny, and Max Brenner's Alternative Cafe, to name just a few. In addition to the physical transformation underway, we're in the midst of converting Yorkville Village Mall into what we have termed a culture house. It is our view that these experiential events will make the center distinct and accordingly increase both its appeal and its draw. This year, we have over 50 events planned that will be attended by thousands of people.

We want to share with you some video footage from some of the events we've already hosted to better illustrate this vision.

Speaker 14

Our objective for the revitalization of Yorkville Village is to create a unique blend of shopping, dining and lifestyle experiences by introducing a curated mix of established local operators and first to market retail brands and services. Our intent is that Yorkville Village will become the epicenter of cultural collision. Diverse worlds, people, genres and influences come together to enable discovery, essentially creating a culture house for the community. Yorkville Village will become the destination for luxury minded people when the cultural definition of luxury is moving away from physical goods towards unique experiences. Dynamic and diverse events and activations of all scale will embody the core idea of collision to create a larger narrative where something is always happening.

Through this unique programming of events and exhibitions, art installations and pop up boutiques, Yorkville Village will be a must visit destination within the GTA.

Speaker 11

We have also recently announced the redevelopment of our 100 Two-one Hundred 8 Yorkville Avenue assets. We expect to commence construction of 100 Two-one Hundred 8 Yorkville in 2017 to accommodate a new boutique operated by an exciting but still confidential Luxe brand tenant in a 7,800 square foot space and Jimmy Choo, which will operate out of a 2,300 square foot unit. We are strong advocates of the Bloor Yorkville area. While, of course, it is well known for having the highest valued retail and residential real estate in the country, we feel it also fits well into our overall strategy, which, as I mentioned earlier, is focused around robust demographics. The bluer Yorkville area is witnessing significant demographic change as the population is expected to double in the next five to seven years.

What's more, the area possesses one of the highest average household incomes in the country. This combination of density and household income is incredibly rare. It's no coincidence then that we have over $600,000,000 invested in Bloor Yorkville. Combined with Liberty Village, we have over $1,000,000,000 invested in these markets, two of the fastest growing in Canada. We believe, as a result, we are very well positioned to benefit from this growth.

Beyond these projects, we have a very deep pipeline of future development opportunities. To date, we've identified 3,000,000 square feet of retail opportunities and 11,000,000 square feet of residential density that can be added to our existing portfolio. This pipeline sits on our existing urban, low density and very well located shopping center portfolio. Because of the existing income in place, we have the luxury of time. We are under no pressure to redevelop.

Instead, our pipeline gives us tremendous flexibility to manage the timing and the amount of development we take on, and we can, as a result, proceed with redevelopments at a more prudent and measured pace to maximize profit and create long term value for our shareholders. Thank you for your time. I will now turn things back over to Adam.

Speaker 1

Thank you very much, Jordy. As you progress this year. We have some very exciting things on the go that we will benefit from for many years to come. In summary, your Board and your leadership team are very optimistic about our future. I believe we have everything we need to achieve our goals.

It starts with the right strategy and extends to having the right real estate, tenant base, people, brand and balance sheet. In 2016, we continued to build on our solid foundation, and we exceeded our plan for the year. But we all know real estate is a long term business. So more importantly, we made many decisions and much progress that will drive our future performance for the years to come. Our standards that were founded on our shared belief in all of the ingredients we need and now have in the first place is what supported those decisions and the progress we made.

So I will conclude by thanking what I consider the most critical ingredients. The First Capital team for their tireless efforts executing our strategy in what was a very successful year our Board of Directors for their ongoing guidance and support our tenants for working collaboratively with us to achieve our respective objectives our partners and service providers for their confidence in us the communities we serve for supporting our properties and most importantly, you, our shareholders, for the privilege of leading this great company. That concludes our presentation today. We would be pleased to take any questions or comments that you may have. If you do have a question or comment, there are two microphones that are set up in the room, and I would request that you please step up to one of them and ask away.

Speaker 9

Hi. I'm Paul Dernan from Burlington. You've got your name the wrong way around. Okay. There's some negativity in the press about American department stores closing branches and big shopping centers having difficulty financing due to lesser traffic.

Now am I right in saying that you're not worried about that because you're not focused on big department stores in your properties?

Speaker 1

Well, you very much for the question. Certainly, very it's topical issue right now. The narrative, particularly in The U. S, is very pessimistic, to be blunt. Our belief is that real estate and retail in particular has various subsectors within it.

They actually do have a different set of fundamentals from our perspective. And even the Canadian landscape, which is much more underretailed than The U. S, both in the department store space and others, is the case. And if you look around Canada at our largest and strongest malls, they continue to get stronger. So we do take a lot of comfort in that.

But tying back to our strategy, our strategy is focused on the daily necessity type of retail. It's driven, by and large, by population growth in the markets that we operate. That's where we've positioned our capital, and we're continuing to see strong demand for that space. And so for the foreseeable future, that's where our focus will continue to be.

Speaker 9

If you measured on a per thousand people basis, The U. S. Is quite a bit more over shopping center than we are. Would you agree with that?

Speaker 1

Yes, that's correct. The data points are roughly 25 square feet per capita in The U. S. Versus roughly 17 square feet per capita in Canada.

Speaker 9

Thank

Speaker 1

Thank you very much. Okay. If there are no further questions, I'd like to, again, thank you for attending today and for your support. Have a wonderful day. Thank you.

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