Granite Real Estate Investment Trust (TSX:GRT.UN)
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91.13
-0.99 (-1.07%)
Apr 24, 2026, 4:00 PM EST
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AGM 2023

Jun 8, 2023

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

Good morning. Welcome to the 2023 Joint Annual General Meetings of Granite Real Estate Investment Trust and Granite REIT Inc. I am Kelly Marshall, Chairman of the Board. Before proceeding with the business of the meetings, I would like to introduce the other trustees and directors who are with us today. I would ask each of them to stand as I introduce them. Peter Aghar, Remco Daal, Kevan Gorrie, also Granite's President and Chief Executive Officer, Fern Grodner, Al Mawani, Jerry Miller, Sheila Murray, Emily Pang, and last but not least, Jennifer Warren. Also with us today are Teresa Neto, Chief Financial Officer, Lorne Kumer, EVP, Head of Global Real Estate, Michael Ramparas, EVP, Global Real Estate and Head of Investments, and Lawrence Clarfield, EVP, General Counsel and Corporate Secretary.

The matters of the business to be conducted today were described in the management information circular sent to the holders of the Stapled Units, along with the joint notice of these meetings. Following the formal business of the meetings, Kevin will make a presentation, and there will be an opportunity to ask questions at the end of the presentation. Before we proceed further, I want to note that in the course of today's meetings, including during the presentation and the question and answer period, trustees, directors, and officers of Granite may, in their remarks or in response to questions, make certain statements which are forward-looking statements or contain forward-looking information.

I draw your attention to the cautionary note regarding such statements on the screen. I will now call the meeting to order, the meetings to order. With the consent of the meetings, I will act as chair and will ask Lawrence Clarfield to act as secretary. Unless there is an objection, I will appoint Shirley, Tom, and Connor Brazo of Computershare to act as Scrutineers for the meetings. The joint notice calling these meetings, together with the form of proxy and circular, have been sent to each of the trustees and directors, Granite's auditor, and each of the intermediary and registered holder of stapled units of record as of April 12, 2023, the record date for these meetings.

The annual report containing the combined financial statements of Granite Real Estate Investment Trust and Granite REIT Inc. for the financial period ended December 31, 2022, and the auditor's report thereon, have also been provided to the unitholders. With the consent of the meetings, I will dispense with the reading of the joint notice of meetings. Scrutineers have provided me with the preliminary report regarding attendance. The Scrutineers report that there are present at these meetings in person or represented by proxy holders of Stapled Units, holding 49,393,327 Stapled Units, representing 77.49% of the issued and outstanding Stapled Units.

The requisite quorums are present, and I declare each of the meetings is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing received from Computershare and the Scrutineers report on attendance be annexed to the meetings, minutes of the meetings. For all matters, I will conduct a vote by a show of hands, unless a registered holder of Stapled Units or proxy holder requests a ballot. Since the management nominees for election are the same for each of Granite REIT Real Estate Investment Trust and Granite REIT Inc., I intend to conduct the voting for election of trustees and directors and the reappointment of auditors concurrently for both Granite entities.

In order to expedite matters, I've requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. Holders of Stapled Units may make comments specific to the applicable motions prior to the vote, but should hold any comments on general matters until the question period to be held following the management's presentation. The Secretary has the minutes of the last meetings of unitholders, and these can be examined at any time. With the consent of the meetings, I will dispense with the reading of such minutes.

The first item of business is the presentation of the combined financial statements of Granite REIT and Granite REIT Inc., and the auditor's report therein. With the consent of the meetings, I will dispense with the reading of the auditor's report. We will now proceed with the election of the trustees and directors. The number to be elected is 10. I declare the meetings open for nominations, and I will ask Stephanie Karamarkovic, I don't think I got that right, but to nominate those individuals specified in the management information circular for the meetings.

Stephanie Karamarkovic
VP of Accounting and Financial Reporting, Granite Real Estate Investment Trust

I nominate Peter Aghar, Remco Daal, Kevan Gorrie, Fern Grodner, Kelly Marshall, Al Mawani, Gerald Miller, Sheila Murray, Emily Pang, and Jennifer Warren to serve as trustees of Granite REIT and directors of Granite REIT Inc. To hold office until the next annual general meeting or until their successors are duly elected and appointed.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

May I have the motion seconded?

Speaker 4

I second the motion.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

These nominees have accepted their nominations. In accordance with the advanced notice of the provisions of the declaration of trust of Granite REIT, no further nominations may be made at this time. Therefore, I declare the nominations closed. Unless a registered holder of Stapled Units or proxy holder requests separate motions, I propose to proceed by way of a single motion for the election of the 10 nominees as trustees and directors. May I have a motion for the election of the 10 nominees?

Stephanie Karamarkovic
VP of Accounting and Financial Reporting, Granite Real Estate Investment Trust

I move that each of the 10 individuals nominated for election as trustees of Granite REIT and directors of Granite REIT Inc., be elected on the basis proposed with immediate effect.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

May I have the motion seconded?

Speaker 4

I second the motion.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

I will now call for a vote on the motion. All in favor, please signify by raising your hand. Thank you. Votes withheld, if any? For the information of the meetings, with respect to Granite's majority voting policy, I note that Granite has received proxies in respect of the election of each nominee that result in a greater number of votes in favor of his or her election than the number withheld from his or her election. We will now move to the next item of business, which is the reappointment of the auditor.

May I have a motion that Deloitte LLP be reappointed as auditor of Granite REIT and Granite REIT Inc. until the next Annual General Meeting or until a successor is appointed, and that the Board of Granite REIT Inc. be authorized to fix the remuneration of the auditor?

Stephanie Karamarkovic
VP of Accounting and Financial Reporting, Granite Real Estate Investment Trust

I so move.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

May I have the motion seconded?

Speaker 4

I second the motion.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

Is there any discussion on this matter? I will now call for a vote on the motion. All in favor, please signify by raising your hand. Thank you. Withheld votes, if any? I declare the motion carried. We will now move to the next item of business, which is a consideration of the non-binding advisory resolution on Granite's approach to executive compensation. As described in the management information circular, dated April 12, 2023, and made available to holders of Stapled Units, unitholders are being asked to approve the resolution of Granite's approach to executive compensation.

Our board values the opinion of Granite unitholders. Although the vote is non-binding, the board and its committees will take into account the outcome of the vote when considering Granite's compensation philosophy. Granite will disclose the voting results of the say on pay policy, as part of its report on voting results for the meeting. The advisory resolution is set out on pages 20 and 21 of the Management Information Circular. May I have a motion on the advisory resolution?

Stephanie Karamarkovic
VP of Accounting and Financial Reporting, Granite Real Estate Investment Trust

I so move.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

May I have the motion seconded?

Speaker 4

I second the motion.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

Is there any discussion on this matter? I will now call for a vote on the motion. All in favor, please signify by raising your hands. Thank you. Opposed, if any? I declare the motion carried. Is there any other formal business that may be properly brought before these meetings? There being no further business, that concludes the formal business of the meetings. I will now ask for a motion to end the formal part of these meetings.

Stephanie Karamarkovic
VP of Accounting and Financial Reporting, Granite Real Estate Investment Trust

I so move.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

May I have the motion seconded?

Speaker 4

I second the motion.

Kelly Marshall
Chairman, Granite Real Estate Investment Trust

I will now call for a vote on the motion. All in favor, signify by raising your hand. Opposed, if any? I declare the motion carried. We will now have a presentation from Kevan Gorrie, Granite's President and CEO. Thank you very much.

Kevan Gorrie
President and CEO, Granite Real Estate Investment Trust

All right. Thank you, Kelly, welcome everyone to our 2022 AGM. Thank you for attending. As Kelly mentioned, I will take you through a brief presentation of our 2022 results. I will discuss our priorities for 2023, and we can open up the floor for any questions. Just a note, this presentation will be uploaded, sorry, to our website, following the meeting, so you can look at it at your convenience at any time. I'm not going to read that. Okay, let's start with what you effectively own. As unitholders of Granite, which is Canada's largest industrial REIT, you own a portfolio of approximately 60 million feet of income-producing properties and 12 development sites located in key distribution markets in the GTA, the U.S., the Netherlands, Germany, and Austria, having a value at year-end of roughly CAD 9 billion.

I will go into, obviously, our performance in future slides, but just to say we had a very strong year, operationally and financially as a company, and obviously, as you can see, that was offset by very weak market conditions in 2022. This is a slide we've had for years, and I continue to like it because I think what it speaks to is the sort of methodical, purposeful transformation of our portfolio from one that was concentrated in manufacturing, to today, what I would describe as one of the highest quality industrial and logistics portfolios in the industry.

An important thing is not only did we grow in scale, as you can see, quite significantly, but we also successfully grew cash flow and grew net asset value for unitholders over that period. I think with all the uncertainty, everything that happened in 2022, I think it's appropriate to start with capital allocation. As a reminder, 2022 started as 2021 left off. There was this sort of supreme demand for e-commerce and industrial space from users and investors, partially driven by ultra-low interest rates and availability to capital. In that context, we closed on CAD 450 million, roughly, of new acquisitions in the GTA, the U.S., Germany, and the Netherlands.

Fast-forward to the middle of 2022, and now we're facing significant headwinds, in terms of rising inflation and rising interest rates. I want to speak about specifically, how did we respond to that. We took an immediate pivot from growth to capital preservation, and also to very strategic allocation of capital. We ceased our acquisition program, and we instead focused on our development program. As you can see from points three and four, how rapidly the market deteriorated in 2022. We issued stock at almost $99 and bought back stock at well under $80 in the same period, in the same quarter.

That's how rapidly the markets deteriorated. We also took steps to bolster our already very strong liquidity position. We issued a new $400 million debenture last year, and we extended the maturity on our $1 billion line of credit, and finished the year with $1.1 billion in liquidity, probably the best in the industry. Moving on to the execution of our portfolio strategy. As I mentioned, we acquired eight properties, representing almost 3 million sq ft in the first part of the year. I do think it's worth mentioning that all of those acquisitions, although they closed in 2022, started in 2021, and a few of them were well advanced at year-end in 2021.

As you can see, I mentioned we pivoted to development. You can see from points two and three, just how critical development has become to our portfolio strategy and to our story. If you combine those, you have 14 individual projects representing almost 6 million sq ft, 10% of our overall portfolio, and representing an investment of roughly CAD 700 million in one year. It shows you how critical it has become to our story at Granite. We completed four properties in 2022, representing roughly 2 million sq ft. All are fully leased and now generate annual NOI north of CAD 14 million.

As part of our sort of continuous portfolio optimization program, we disposed of two non-core assets, our only asset in the Czech Republic, and one asset in Poland. An interesting note on the sale of the asset in Poland, it closed one week before the invasion of Ukraine, timing is sometimes important. I really like this slide because it talks about the relevant financial performance in the year and also shows you the cash flow growth over five years, which is something we're laser-focused on. I'll begin with the information on the left and our financial performance in 2022.

As you can see, we grew FFO and AFFO, comparable FFO and AFFO per unit by 11% and 8% respectively, year-over-year, a very strong number. That was driven mainly by NOI, higher NOI from acquisitions, development stabilizations, and same-property NOI growth. As you can see, the team completed over 12 million feet of leasing through renewals and new leases, some of them related to maturities in 2023, at an average increase in rental rate of 26%, so very strong, and that will serve to support future same-property NOI growth in 2023. There's a lot to unpack in point three.

I think in a way, it speaks to the uncertainty and the volatility that we faced in 2022, not only in terms of the movement in capitalization rates and discount rates, but also foreign exchange, where we saw the euro drop almost 20% on the invasion in the Ukraine and the Canadian dollar strengthen against the U.S. dollar and the euro based on higher energy costs. Both the U.S. dollar and euro recovered nicely in the second half of the year, and in the end, contributed positively to our net asset value, as did development stabilizations in the year. We made good progress on a number of our ESG objectives for 2022.

I think too many to list here, but we have highlighted a few of our major achievements. We were highlighted by GRESB, which is the leading global sustainability benchmark framework, say that five times fast, benchmark framework for the real estate industry, as being a leader in our peer group for ESG and ESG-related disclosure. I would point out that that peer group is North American-listed REITs. These are some of the largest, most sophisticated industrial real estate companies in the world. Point two is something I'm very proud of. I think in today's climate, governance gets overlooked far too often.

We were once again ranked the top Canadian REIT by The Globe and Mail Board Games Review for corporate governance. We are ranked fourth overall among 220 of Canada's largest public companies. Very elite company indeed for governance. Point three, I think, speaks to our commitment. We're a developer. We're a manager of real estate. We're a developer. It speaks to our commitment to sustainable development. All of our development projects, at least those ones that we control, are required to meet a minimum green building certification, as outlined in our Green Bond Framework, published in 2020. These are a few of our green building certifications that we achieved recently. The reason for highlighting this is it shows.

that our commitment to sustainable development applies across our entire platform and our entire portfolio. You have DGNB, which is the relevant green building certification in Germany, and you have Green Globes or LEED in North America, and you have BREEAM in the Netherlands. These are the certifications that we follow in our respective markets. We've provided, in this presentation, two case studies of green buildings that we achieved in 2022. One, here, as you can see, in Tilburg, the Netherlands, and one on the following page in Dallas-Fort Worth. There are differences, to be sure, in the standards of green buildings between jurisdictions, but for the most part, they're very, very similar.

What I would highlight on this project, as you can see, is the level of rooftop solar at this property. The rooftop panels and arrays virtually cover the entire footprint of the building. This will be a strong contributor to our commitment to generating 25 MW of renewable solar power in our portfolio by the year 2025. This is our new development in Dallas, just outside of Fort Worth. 600,000 sq ft, which achieved two Green Globes. It is now fully leased to a single tenant for a period of 10 years.

Just to note that all of our remaining developments that I mentioned in one of the previous slides are expected to achieve green building certification, similar to what we've done in the past. Unitholder return. This is my fifth year doing this. Hopefully, I get another chance next year. Each year I've been up here, we've outperformed the TSX REIT Index over that year. This is the first year where we've underperformed, as you can see, -32% versus -17% for the REIT Index.

We were in line with our direct peers, because the lower-yielding sectors in the REIT Index, namely industrial multifamily, suffered more than the other sectors as investors viewed lower-yielding stocks as being more sensitive to interest rate increases than other sectors. I'm actually gonna take a very self-serving moment here, and I want to read something to you. These are from my comments at last year's AGM. This is in regards to total return for 2021. We are very focused on long-term growth and total returns for unitholders. What happens in a single year, I don't think is relevant.

A relative performance over three years and five years is stronger than over one year, it is my hope to stand up here every year and point to that outperformance over the longer term. Just to say, none of us at Granite are pleased or proud of our unit performance last year. When you look at our performance over three years, five years, and over 10 years since inception as a REIT, we continue to outperform the index strongly over those periods, and that's the important thing.

The other note I would mention here on this slide is, late last year, we announced our 12th consecutive annual distribution increase, I'm not sure of the exact number, but I think we're among very few Canadian REITs that can make that claim. I think when you look at the payout ratio at under 80%, we continue to position ourselves to consider future annual distribution increases, and that's an important part of our philosophy. Before I open up the floor for questions, I just wanted to take you through our priorities, our list of priorities for 2023.

This is as outlined in our annual report. To be honest, these priorities are more or less consistent from year to year. That only makes sense. I think this year, they also reflect the reality that we find ourselves in. We're going to continue to really strategically allocate capital, focus on our development program, focus on our leasing availabilities and upcoming availabilities, address our upcoming debenture maturity later this year, and hopefully position ourselves, which I think that we have, position ourselves to pursue strategic opportunities later on this year and into 2024.

As you can see from the right, we've made a lot of early progress against those priorities for 2023. On behalf of the senior leadership team at Granite, on behalf of our Board of Trustees, and on behalf of our entire team at Granite, thank you for attending our 2022 AGM. Look forward to reconnecting with you next year. I'll now open up the floor for questions. Andrea, any questions? No? Okay. All right. Thanks again, everyone, and, we'll talk soon.

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