Special meeting of unitholders. I'm Paul Douglas, the Chair of First Capital REIT's Board of Trustees. Our meeting today is being held in a hybrid format, virtually through the Lumi platform and in person at the offices of Stikeman Elliott in Toronto. I will chair the meeting, and Alison Harnick will act as Secretary. First, we would like to discuss how voting and questions will be answered or addressed and answered in this hybrid 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. Registered unitholders or duly appointed proxyholders who wish to vote at the meeting may vote either in person or online through the online platform.
Registered unitholders 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. 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. For the purposes of the meeting today, voting online will be conducted by a single electronic ballot. Registered unitholders and duly appointed proxyholders will be given the opportunity to vote on each business item after the presentation of all such business items. Registered unitholders who choose to vote by electronic ballot at the meeting will be revoking any previously submitted proxies, 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 unitholders and duly appointed proxyholders are given the opportunity to vote, you will receive a message on the Lumi virtual interface requesting you to register, 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 unitholders and proxyholders in person and through the online platform. 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 unitholders or duly appointed proxyholders 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 if you are a registered unitholder or a duly appointed proxyholder. If applicable, please also specify which formal business item your question pertains to.
For those attending the meeting virtually, questions in respect of a motion may be submitted by any registered unitholder or duly appointed proxyholder using the instant messaging service of the Lumi 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 business 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 you are a registered unitholder or a duly appointed proxyholder. 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 the question and answer period after the formal portion of the meeting has been concluded. To ensure fairness for all attendees, the Chair will decide on the amount of 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 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.
Thank you. 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 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 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 fact, are qualified by the cautionary statement posted on the screen.
Thank you Alison. The meeting will now come to order. Representatives of the Odyssey Trust Company, the REIT's transfer agent, have been appointed to act as scrutineer. Notice of the meeting, including the agenda for today, was mailed to unitholders on or about Wednesday, March 16th, 2026. The scrutineer has confirmed that proxies representing approximately 79% 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 2025 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.
10 Trustees are to be elected, and detailed information regarding each of the 10 nominees is set out in the circular. Based on the proxies received by the scrutineer in advance of this meeting, each Trustee nominated has received votes in favor from a range of at least 97%-over 98% of the 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 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 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, Vivian Abdelmessih, Leonard Abramsky, Ian Clarke, Paul C. Douglas, Dayna Gibbs, Ira Gluskin, Annalisa King, Al Mawani, Adam E. Paul, and Gary Whitelaw.
Thank you. May I have a second?
Mr. Chair my name is Noah Parker, and I'm a unitholder of First Capital REIT. I second the motion.
Thank you. 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 their 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 authorize the Trustees to fix their remuneration?
Mr. Chair, 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.
Thank you Jennifer. A second?
Mr. Chair, I second the motion.
Thank you. 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 scrutineer in advance of the meeting, the say on pay advisory vote has received votes in favor representing at least 98% of the votes cast. May I have a motion to approve on a non-binding advisory basis 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.
Thank you. A second?
Mr. Chair, I second the motion.
Thanks Noah. The next item of business is to consider a resolution reconfirming and approving First Capital REIT's Second Amended and Restated Unitholder Rights Plan. A copy of the resolution is set out as Appendix A1 to the circular. Over 91% of the votes cast in advance of this meeting are in favor of the resolution to reconfirm and approve First Capital REIT's Second Amended and Restated Unitholder Rights Plan. May I have a motion that the resolution in the form attached to the Appendix A1 to the circular, reconfirming and approving First Capital REIT's Second Amended and Restated Unitholder Rights Plan be approved?
Mr. Chair, I move that the resolution in the form attached as Appendix A1 to the Circular reconfirming and approving First Capital REIT's Second Amended and Restated Unitholder Rights Plan be approved.
Thanks Jennifer. A second?
Mr. Chair, I second the motion.
Thank you. The next item of business is to consider, and if deemed advisable, pass a resolution authorizing the proposed amendments to the REIT's restricted trust unit plan. A copy of the resolution is set out as Appendix E1 to the circular. Over 98% of the votes cast in advance of this meeting are in favor of the resolution to authorize the amendments to the REIT's restricted trust unit plan. May I have a motion that the resolution in the form attached to Appendix E1 to the circular authorizing amendments to the REIT's restricted trust unit plan be approved?
Mr. Chair, I move that the resolution in the form attached as Appendix E1 to the circular authorizing amendments to the REIT's Restricted Trust Unit Plan be approved.
Second?
Mr. Chair, I second the motion.
Thank you. 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. Take a few moments for the completion of the ballots, and then we'll move on with the remainder of the meeting. We will provide registered unitholders 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.
I have a question about the Board nominee. Is that the right time?
Go ahead.
I notice members of the Compensation, Board Governance here, actually one of the members of the other committee other than Governance is here.
I don't understand your question.
When you look at the table, if you publish the management team, number of members on the Compensation Committee with no governance experience, in fact, one of the members of the other committee doesn't.
You're referring to the matrix of skills.
Yes.
One of the members in the other committee is unimportant. My question, given the interest required in the last two or three years, everything that has to do with disclosure and governance as evidence, the numerous correspondence we had together, in fact, the only meeting that was scheduled, we can't, because I consistently keep on record, and this board doesn't want anything to do with it. That's the recommendation. My question is, are you comfortable with it?
We have, the directors are chosen through the Corporate Governance Committee and reviewed, and the Board approves them. We will continue voting then. This brings us to the end of voting on 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. Okay, we have the results. I'm pleased to report we have now received the preliminary voting results from the scrutineer on the six 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 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 the First Capital REIT to hold office until the next AGM of Unitholders, 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 Auditors' remuneration.
On the advisory vote on First Capital's approach to 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. On the reconfirmation and approval of First Capital REIT's second amended and restated unitholder rights plan set out in the resolution attached as Appendix A1 to the circular, the required number of votes were voted in favor of the resolution. The motion is carried and the resolution is approved. On the authorization of the amendment to the REIT's restricted trust unit plan set out in the resolution attached as Appendix E1 to the circular, the required number of votes cast were voted in favor of the resolution. The motion is carried and the resolution is approved. We've now come to the end of the formal portion of the meeting.
We will terminate the meeting. Now, m ay I have a motion to terminate the meeting?
Mr. Chair, I move that the meeting terminate.
Second.
Mr. Chair, I second the motion.
Thank you. I declare the meeting terminated. We'll now move to the Q&A, the question and answer portion of the meeting. Alison, have we received any questions online?
No questions have been received online.
Are there questions in the room? Sorry.
First of all, I don't think anymore the last year and a half outperformed. Very good news. First time in 11 years. I went through this session, three months, with which I actively, we all know which board members. That's good news. I read very carefully your letter in the interest of time. I'm not going to repeat what you said as I assume everybody else read it. I assume also that management provided numbers which you have outlined in your letter, that basically one thing, as of February 2024, the performance of the unit. My question is actually very simple. In the last meeting, you complained that I dig up things, right, as the return on First Capital?
September 22, 2022, First Capital come out with a capital enhancement mumbo jumbo, other name, plan that calls for 4% for 11 years, 3% will be given five months after the unitholders. My question is, are you aware of what the return since that plan was announced in September 2022 compared from the time you referred to, February 2024? Question number one. Question number two, are you aware of the fact that in Board CEO tenure, and since April 2019, which demonstrates the most terrible transaction the company has ever done. Before bankruptcy, but actually since. You aware that First Capital underperformed its peers, particularly from Choice in each one of those dates, in each one of those letters from Adam Paul's tenure of the whole time, April 2019 to September 2020. You're aware of it?
I really would like to know what is the explanation, in your opinion, if that is a matter of fact.
Adam?
Yeah, look, the strategy for First Capital, this is corroborated from feedback from the vast majority of investors, has been very well articulated and well understood. No surprises. This Management Group and Board have ensured very strong execution of that plan. Our unitholder returns support that. Our unitholders, the vast majority of the feedback for many years has been, keep doing what you're doing. On any typical standard measure of time, whether it's one year, three year, five year, we have outperformed all of our retail peers. We have significantly outperformed the S&P/TSX Capped REIT Index, and we are going to continue to do what we said we will do and execute our strategy.
You underperformed them too.
That's factually incorrect, and I'm not going to debate it. It's factually incorrect.
I'm not going to debate it. Have you given the numbers?
Okay.
Can we do the numbers? You just said something that is incorrect.
Noah, would you mind putting up the first slide?
Can I tell you what the numbers are?
No, we'll show everyone.
I can tell you what the numbers are.
Pull up slide one.
Since April 2019, both Crombie and Choice Properties have delivered 50% more return for First Capital. In the last 10 years, an excess of double the return. What is not right?
Our peer group, has been consistently laid out in our Management Information Circular, includes two groups that you mentioned. It includes CT REIT, it includes RioCan REIT, and it includes SmartCentres REIT. The other peer group, and that's what our long-term performance is benchmarked off of when it comes to total unitholder returns. The other group is the TSX Capped REIT Index, which is the primary one. These are the returns up until quarter end. They're actually a little better today. This takes you to March 31st, 2026. One year, three year, five year, I mean, the results speak for themselves.
First Capital, the fact that you compete a competitor or be its peer, which is Choice.
We've told you the competitors that we've identified as our peer group.
They've changed every year, by the way.
No, they've been the exact same.
Every year is different. No, they don't.
I'm not going to debate history. It's in print.
You can debate.
Sorry, do you have questions or?
Yes. One, can you give me a reason why do you think First Capital underperformed with the exception of the last year, which at CAD 15, it reached such a low, we call it in the market a dead cat bounce? To Adam, my question to you, is there a reason, have you thought about it as a Board, why do you think First Capital consistently underperforms supermarket-based REIT in its quality in North America for any period you take with the exception of the last year?
This is the answer. We have not underperformed. What's your next question?
Is that consistent with anything else that's come out of this company?
What's your next question?
I don't know.
Are there other questions on the floor? If not, then I'll call the meeting closed. Thank you for attendance. Hope to see you again.