Granite Real Estate Investment Trust (TSX:GRT.UN)
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Oct 2, 2026, 4:00 PM EST
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AGM 2021

Jun 10, 2021

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Good morning, ladies and gentlemen. This is Kelly Marshall, Chairman of the Board speaking. I'd like to welcome you to the 2021 Joint Annual Meetings, General meetings of Granite Real Estate Investment Trust and Granite REIT Inc due to public health restrictions related to the COVID-19 pandemic, Granite is holding this year's meetings virtually. We have ensured that the registered holders of the stapled units and duly appointed proxy holders will still be able to participate, submit questions, and vote at the meetings. As in past years, the vast majority of the votes have been cast in advance of the meetings by proxy. That said, registered holders of stapled units and duly appointed proxy holders will be allowed to vote online during the meetings in accordance with the instructions that were provided.

Given the virtual format of today's meetings, and in order for us to undertake the business of the meetings expediently, we would like to request that if a unitholder has a comment or question on a formal business of the meetings, please make such written submissions now. Please clearly identify the item of formal business to which your submission applies. During the course of this meeting, at the appropriate time, any such submission will be addressed prior to voting on the applicable motion. Following the formal meetings, business of the meetings, and management presentation, we will have a question and answer session.

If you have any questions not specifically relating to an item of formal business to be discussed at today's meetings, please feel free to submit those questions at any time during the meetings, and we will do our best to address such questions at the conclusion of the meetings. Questions can be submitted at any time during the meetings until the chair closes the session. To submit a question, select the message icon at the top of your screen. Type your message within the text box at the bottom of the messaging screen, and then click the send button. When asking a question, please indicate your name, company, if any, and email, and confirm that you are a registered holder of the stapled units or a duly appointed proxy holder.

Before proceeding with the business of the meetings, I would like to introduce the other trustees and directors who are attending today's live audio webcast. Peter Aghar, Remco Daal, Kevan Gorrie, who is also Granite's President and CEO, Fern Grodner, Al Mawani, Gerald Miller, Sheila Murray, and Jennifer Warren. Also attending today's live audio webcast are Teresa Neto, CFO, Lorne Kumer, Executive Vice President, Head of Global Real Estate, Michael Ramparas, Executive Vice President, Global Real Estate, Head of Investments, and Lawrence Clarfield, SVP, Legal Counsel, and Corporate Secretary. The matters of business to be conducted today were described in the management information circular dated April 12, 2021, made available to holders of stapled units. Voting at today's meetings will be open to registered holders of stapled units and duly appointed proxy holders and will be conducted by online ballot.

If you have already voted by proxy, there is no need for you to vote online since your vote will be recorded in accordance with your proxy instructions. The polls will be opened for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of the discussion on each item prior to casting your vote. The matters of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all matters of business, you will have a few minutes to enter your votes. I will then declare voting closed on all matters of business.

Following the formal business of the meetings, Kevan will make a presentation, and there'll 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 questions 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 second page of your investor presentation on your screen. I will now call the meetings to order. With the consent of the meetings, I will act as chair, and I will ask Lawrence Clarfield to act as secretary. Unless there is an objection, I will appoint Shirley Tong and Paul Allen of Computershare to act as scrutineers for the meeting.

The joint notice calling these meetings, together with the form of proxy and circular, have been provided to each of the trustees and directors, Granite's auditor, and each intermediary and registered holder of the stapled units as a record of April 12th, 2021, 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 year ended December 30th, 2021, and the auditor's report thereon have also been provided to stapled unit holders. Electronic copies of these materials are also available on SEDAR and Granite's website. With the consent of the meetings, I will dispense with the reading of the joint notice of meetings. The scrutineers have provided me with a preliminary report regarding attendance, and I confirm that the requisite quorums are present.

I declare that each meeting is duly and properly constituted for the transaction of business. I direct the confirmation of mailing received from Computershare and the scrutineers' report on attendance to be annexed to the minutes of the meetings. The vote for all matters will be conducted by online ballot. Since the management nominees for election are the same for each Granite Real Estate Investment Trust and Granite REIT Inc, we will conduct the voting for the election of trustees and directors and the reappointment of auditors concurrently for both Granite entities. In order to expedite matters, I have 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 the stapled unitholders. With the consent of the meetings, I will dispense with the reading of the minutes of such meetings. 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 thereon. 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 nine.

I declare the meetings open for nominations, and I will ask Kristy Boys to nominate those individuals specified in the management information circular for the meetings.

Kristy Boys
SVP of Finance, Granite Real Estate Investment Trust

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

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Kristy. May I have the motion seconded?

Tim Fox
Associate Director of Investments and Asset Management, Granite Real Estate Investment Trust

I am Tim Fox, second the motion.

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Tim. These nominees have accepted their nominations. Are there any further nominations or discussion on this matter? May I have a motion for the election of the nine nominees?

Kristy Boys
SVP of Finance, Granite Real Estate Investment Trust

I move that each of the 9 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 of the Board, Granite Real Estate Investment Trust

Thank you, Kristy. May I have the motion seconded?

Tim Fox
Associate Director of Investments and Asset Management, Granite Real Estate Investment Trust

I second the motion.

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Tim. Is there any discussion on this matter? We will now vote on this motion. Only registered holders of stapled units or duly appointed proxy holders can vote by online ballot. For those unitholders who have not already voted by proxy, please now submit their online ballot for election of directors by selecting a voting option on the voting panel displayed on your screen. I will announce the results of the vote at the conclusion of the meeting.

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 the auditor of each 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?

Kristy Boys
SVP of Finance, Granite Real Estate Investment Trust

I so move.

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Kristy. May I have the motion seconded?

Tim Fox
Associate Director of Investments and Asset Management, Granite Real Estate Investment Trust

I second the motion.

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Tim. Is there any discussion on this matter? Seeing none, we will conduct a vote by way of online ballot. I will announce the results of the vote at the conclusion of the meeting. 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, 2021, made available to unitholders of stapled units, unitholders are being asked to approve the resolution on Granite's approach to executive compensation. Our board values the opinion of Granite's 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 resolution as part of its report on voting results for the meeting. The advisory resolution is set out on page 21 of the management information circular. May I have a motion on the advisory resolution?

Kristy Boys
SVP of Finance, Granite Real Estate Investment Trust

I, Kristy Boys, so move.

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Kristy. May I have the motion seconded?

Tim Fox
Associate Director of Investments and Asset Management, Granite Real Estate Investment Trust

I, Tim Fox, second the motion.

Kelly Marshall
Chairman of the Board, Granite Real Estate Investment Trust

Thank you, Tim. Is there any discussion on this matter? Seeing none, we will conduct a vote by way of online ballot, and I will announce the results of the vote at the conclusion of the meeting. Is there any other formal business that may be properly brought forward before these meetings? It is now 10:12 A.M., and the polls on the matters of business will close at 10:14. For those of you who have not voted on all the matters of business, please do so now. We will now take a short break while the polls close and the results are tabulated by the scrutineers. It's now 10:14, and the polls on all matters of business will close at I'm sorry. Apologies.

I confirm the polls are now closed, and the scrutineers have reported to me that all matters put to ballot have been passed with the requisite shareholder and unitholder approval and will be disclosed in a press release following today's meeting. Accordingly, as a result, I hereby declare the trustees and directors elected, the auditors reappointed, and the advisory resolution on executive compensation approved. A report disclosing the voting results will be filed on SEDAR and disclosed in a press release promptly following the meetings. That concludes the voting at today's meetings. 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 results in a greater number of votes in favor of his or her election than the number withheld from his or her election. There is no further business.

There being no further business, that concludes the formal businesses of the meetings. I declare that the formal portion of the meetings is now terminated. We will now have a presentation from Kevan Gorrie, Granite's President and Chief Executive Officer.

Kevan Gorrie
President and CEO, Granite Real Estate Investment Trust

Thank you, Kelly, and thank you to everyone for joining us for our AGM call. As Kelly mentioned, I will do a brief presentation, and then we can open up the floor for any questions. Keep in mind that this presentation in full will be posted to our website, so you are free to review it anytime you want. I would start off by saying I think that this is a relevant slide to our year in 2020. This is an image of our building in Indianapolis that the team developed and completed in April of last year, then proceeded to fully lease the building on a 10-year deal with a large tenant commencing in June 15th. A few things I would point out about this.

One is it demonstrates Granite's commitment to adding value for shareholders by developing from the ground up and the ability of the team to execute on the development, and lease up the building in such short order. I think also it speaks to the resiliency of our sector and the resiliency and demand for modern e-commerce and distribution product through a very tough period of time in 2020 in COVID. Operator, next slide. Here's how we finished 2020. The column on the left doesn't change, frankly, and I will make a few comments about the column in the middle. In 2020, we added over 20 properties, and we increased the value of our portfolio by almost 30% to CAD 5.8 billion at the end of 2020.

Highlighted in blue, rent collection is something that Granite and other real estate operators pay a lot of attention to, probably on a weekly basis. This is a metric that gained a lot of attention for good reason in 2020. I don't know any other REIT that achieved 100% rent collections for 2020. I think it is truly a testament to the quality of our tenants and the work that our team put in to deal very proactively and effectively with rent deferral requests and rent collection. Next slide, please. 2020 was obviously a challenging year for many companies, including Granite. Our entire team effectively had to transition to working remotely from home in a very short period of time.

I'm happy to say that the team adapted very quickly to the new normal, performed exceptionally well, and we were able to achieve all of our corporate objectives for 2020. Namely, we deployed over CAD 1 billion of capital towards new acquisitions and development, I think at an average cap rate of just over 5%. We delivered very strong financial results, growing FFO and AFFO per unit growth of 10% and 8%, respectively. Part of that was strong operational performance, generating same property NOI growth of 3.7% on a constant currency basis. On the ESG front, I will talk in detail about our achievements in ESG on later slides. We were also able to reduce our single tenant exposure from 35%, rather significantly, to 27% on a GLA basis.

All of this while maintaining very conservative capital ratios, finishing the year with net debt to EBITDA of only 5.5 times. I think that would be the lowest metric in the Canadian REIT universe. Next slide, please. There's a lot of information on this slide. I've already highlighted the main points on the previous slide. Just to remind you that this full presentation will be available on our website, and you can refer to these details at your convenience. Next slide, please. I'll start with the E. We published our green bond framework in the second quarter of 2020, which laid out the standards for certified green investment across our portfolio and new developments. We followed that up with a CAD 500 million green bond, which was very successful in the market, and at the time, was the largest green bond offering of any Canadian REIT.

We've made a lot of progress using those proceeds. Through 2020, we deployed roughly 70% of the proceeds or CAD 350 million towards eligible green projects. On the social side, despite challenging circumstances in 2020, the Granite remained very active in the community, on the volunteer front, and in charities throughout the year. I think this is something that is near and dear to our heart as a team, and we will continue to do even more, I think, in 2021 and in future years as we return to some semblance of normality. We also increased our disclosure on diversity within our organization and at the board level. On the governance board, as Kelly mentioned, the board introduced a say on pay resolution and term limits for trustees in 2020 as well. Next slide, please.

These are our major certified green investments in 2020. The building on the top right is AllPoints Midwest, and it's the first slide that you saw in this presentation. The others are in the Netherlands, all developed in 2020 to BREEAM certification, which is the dominant certification standard in the Netherlands and parts of Europe. As you can see in the top left, that is a very significant rooftop solar array installation on our building in Weert in the Netherlands. There are plans to install future rooftop installations in the Netherlands within our portfolio. Next slide, please. We've said many times that Granite is most focused on long-term returns for unitholders.

This is a graph that I think is very relevant for us, and happy to report that we continue to outperform the S&P/TSX Capped REIT Index and the S&P/TSX Composite Index on a trailing three-year and five-year basis. Next slide, please. 2020 was a very odd year for the markets and society as a whole. If this was a graph of my mood, I don't think you would see a pronounced bounce back in the second half of the year, for sure. What I would say about this is we're very proud to say that Granite generated the highest total return of any REIT or REOC, publicly traded REIT or REOC in North America in 2020. Again, I think that's a testament to the stability of our cash flow, the strength of our balance sheet, our tenants, and our team at Granite. Next slide, please.

These are the corporate priorities that we outlined in our 2020 annual report for 2021. First and foremost, let's get through whatever is remaining of COVID-19, and let's do it safely and make sure our employees are safe. A number of our offices are already open on a volunteer basis, but we will work to ensure that we have the right protocols in place to ensure a safe return to work in 2021. That's first and foremost. Second, continue to execute on our growth strategy. I firmly believe that our commitment and our discipline around executing on our growth strategy has served Granite and served our unitholders very well over the past few years. We will continue to focus on executing on that strategic growth plan thoughtfully. That also means continuing to grow our team.

In 2020 and during COVID-19, we grew our team rather significantly, and we will continue to do so, particularly in the U.S. and Europe, to help executing on our investment asset management plans and our development activity. On the ESG front, we've been working very diligently on our inaugural annual corporate responsibility report.

Which will outline in detail our objectives and targets for Granite on the ESG front for 2021 and beyond, and we hope to have that published by the end of this month. Development. As we've said many times, we have built our platform around adding value for investors, and we will continue to incorporate higher levels of development in our growth strategy. Through that, we will continue to drive NAV growth and higher total return for unitholders over the long term. While doing all of this, keeping our balance sheet as strong as possible and maintaining a very conservative and flexible capital structure. Next slide, please. On behalf of the leadership group and the entire team at Granite, we're very excited for the future and the direction that Granite continues to move in. Next slide, please.

Operator

Thank you again for joining us for our annual general meeting. I hope to see you all in person in 2022. Operator, on that, I will open it up to any questions from the audience. Thank you.

We would now like to invite any supplemental questions from unitholders or proxyholder present at the meeting. As with the physical meeting, we will observe the same protocols of appropriateness and relevance to the meetings. Rest assured, we will not be attempting to limit or filter legitimate questions. We will do our best to address issues raised. I ask that all attendees who would like to ask a question use the instant messaging feature of the virtual interface to do so. We will now give attendees a moment to type in their questions. As there are no questions, on behalf of the board and management of Granite, I would like to thank all of the unitholders, as well as others who have joined us today, for your support and your attendance at this meeting. Thank you.