Ladies and gentlemen, thank you for standing by. Welcome to Plaza Retail REIT's 2026 Annual Meeting of Unitholders. If you experience any technical difficulties and require technical support during the meeting this morning, please call Broadridge Virtual Meeting Helpline for assistance, 1-800-586-1548 for Canada and U.S. toll-free, or 1-303-562-9288 for international. These contact numbers are also referenced in Plaza's Management Information Circular for the meeting under the heading Who to Contact If You Experience Technical Difficulties. I will hand the call over to your first speaker, Mr. Earl Brewer, Plaza's Vice Chair of the Board. Sir, please go ahead.
Good morning, everyone. Before we begin, I want to thank Doug McGregor, Jane Marshall, for their service to the Trust, both serving extensive terms very well, and also Susan Taves for her contributions during her term on the Board. As Vice Chair, I will be leading today's meeting on behalf of the Board. This is an important time for the Trust's leadership transition. It provides an opportunity to build and gain momentum and reinforce our priorities. Our responsibility is straightforward, to represent unitholders, provide effective oversight, and work constructively with management in support of the Trust's long-term success. We value thoughtful discussion as we carry out our responsibilities. We appreciate your continued support and trust. Let's proceed to the meeting.
Thank you, Earl. Good morning, everyone, and thank you for joining us today. My name is Kim Strange, General Counsel and Secretary of the Trust, and I will now call the meeting to order. As Earl noted, he will act as Chair of the meeting, and I will act as Secretary. A representative of Broadridge Financial Solutions, Inc., Jennifer Huff, will act as scrutineer. First, I would like to draw your attention to the bottom right-hand side of your screen under Meeting Materials, where there is a link to the agenda for this morning's meeting for your reference. There is also a link titled non-GAAP Measures and Forward-Looking Information. This link contains information regarding forward-looking statements that may be made in the course of our remarks and presentation this morning, and in the question- and- answer session to follow.
Listeners are encouraged to please read this information carefully and not place undue reliance on forward-looking statements. They involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Plaza to be materially different from any future results, performance, or achievements expressed or implied thereby. This link also contains information about certain non-GAAP financial measures that may be referred to today, which are not generally accepted accounting principles under IFRS, including funds from operations or FFO, adjusted funds from operations, AFFO, net property operating income, NOI, and same asset NOI. While these financial measures are widely used in the Canadian real estate industry, they do not have any standardized definitions prescribed by IFRS and may not be comparable to similar titled financial measures reported by other entities.
They should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. To facilitate the formal business of the meeting this morning, and in order to make the best use of our time, I have asked Debora Lamont, a unitholder and Vice President, Legal Finance, and Assistant Secretary, to move the formal motions, and Donny Légère, a unitholder and Plaza's Insurance and Sustainability Coordinator, to second them. At this time, and at any time during the formal business of the meeting, if you are a registered unitholder who has not already voted or a duly appointed proxyholder and wish to vote your units, you may do so by clicking the Vote Here button on the bottom middle of your screen under Cast Your Vote. Please note that you must click Submit for your vote to be counted.
I will pause after each agenda item to allow registered unitholders and duly appointed proxyholders to vote. The polls will remain open until just before the conclusion of the formal business of the meeting. If you voted your units prior to the start of the meeting, your vote has been received by the scrutineer, and there is no need to vote these units during the meeting unless you wish to change or revoke your vote. If you are a unitholder or duly appointed proxyholder, you may ask questions at any time during the meeting by entering your question in the Ask a Question box located in the bottom left-hand side of the screen and clicking Submit. During the formal business portion of the meeting, we will respond to appropriate questions received on items of business only.
We will be holding a general Q&A session following a presentation by Jason Parravano, our President and CEO, after the formal business of the meeting this morning, and we will do our best to address other questions at that time. If we do not have sufficient time or cannot answer your questions due to technical constraints, we will respond in writing to the unitholder or proxyholder as soon as practical after the meeting. We will conduct the question- and- answer portion of the meeting in accordance with our question protocol, which can also be accessed under Meeting Materials in the bottom right-hand side of your screen and is intended to ensure a fair, orderly process and provide all unitholders with an opportunity to participate.
It may be necessary for me to pause from time- to- time during the business of the meeting to communicate with the moderator to determine if there are questions. If, during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on and we will resume as soon as the issue is resolved. We will now proceed with the business of the meeting. A Notice of Meeting and Form of Proxy or Voting Instruction Form were mailed on April 24th, 2026 to all unitholders of record as of the close of business on April 13th, 2026, the record date for voting at the meeting.
The Management Information Circular for the meeting and 2025 Annual Report, containing the comparative consolidated financial statements of the trust for the year- ended December 31st, 2025, and management's discussion and analysis of the trust's result of operations and financial condition for 2025 were delivered through the notice and access system of the Canadian Securities Administrators. An amended and restated Management Information Circular was subsequently filed on SEDAR+ on May 21st, 2026, as announced in the press release issued on May 20th, 2026. For ease of reference this morning, when I refer to the Management Information Circular or Circular, I mean the amended and restated version. Copies of the 2025 Annual Report and Management Information Circular are available to all unitholders on the Investor Relations page of our website at www.plaza.ca and under Plaza's profile on SEDAR+ at www.sedarplus.ca.
They are also available now on the bottom right-hand side of your screen under Meeting Materials. We received an affidavit from Broadridge as to the proper mailing of the Notice of Meeting and Form of Proxy or Voting Instruction Form, as applicable, to unitholders. A copy of that affidavit will be kept with the minutes of the meeting. The scrutineer has also provided a preliminary report regarding unitholder attendance. Based on the tabulation of proxies received to- date, the scrutineer reports that there are more than two unitholders present or represented by proxy, holding or representing more than 10% in the aggregate of the total number of outstanding units of Plaza at the record date, as required for quorum under Plaza's declaration of trust. Accordingly, I confirm there is a quorum present and that the meeting is properly constituted for the transaction of business for which it has been called.
The scrutineer's report will also be incorporated into the minutes of the meeting. The first item of business is for unitholders to receive Plaza's audited and consolidated financial statements for the year ended December 31st, 2025, together with the auditor's report thereon, both of which are contained in our 2025 Annual Report, which I will now place before the meeting. A copy of the financial statements was previously made available to unitholders, and as previously noted, a copy is also available on the bottom right-hand side of your screen this morning under Meeting Materials. Unitholders do not need to take any action regarding the financial statements. If any unitholder or proxyholder has questions relating to the statements, we would ask that they be submitted during the Q&A period following the remarks from our President and CEO.
The next item of business is to fix the number of trustees to be elected at the meeting at five. This reflects that Doug McGregor and Jane Marshall are no longer standing for re-election, and that Jason Parravano, Plaza's President and CEO, is also not standing. This is in order to ensure that the Board will continue to have a majority of independent trustees, consistent with Plaza's declaration of trust and governance best practices. I will now call on Debora Lamont to make the motion.
I move to fix the number of trustees to be elected at the meeting at five.
I will call on Donny Légère to second that motion.
Seconded.
Thank you. I will now ask Denise Dearman, a Plaza employee acting as moderator today, if we have received any questions on this item of business.
We have not.
Thank you, Denise. To vote on this item of business, please click the Vote Here button located in the bottom middle of your screen under Cast Your Vote. Under item number one, you may vote for or against this motion. Please remember that with respect to this and all other motions coming before the meeting this morning, you must click on Submit to have your vote counted. If you have already provided voting instructions or submitted a proxy, you do not have to vote again on this matter unless you wish to change or revoke your vote. I will now pause to give registered unitholders and duly appointed proxyholders an opportunity to vote on this matter. We will now proceed with the nomination for election of five Trustees to the Board.
The skills and experience that Plaza requires from the collective Board of Trustees are outlined on pages 22 to 24 of the Management Information Circular, along with the skills and experience the five trustee nominees have in each category. Pages 17 through 21 of the circular also contain detailed biographies detailing the professional qualifications and backgrounds of the nominees. The nominees are, in the opinion of the Board, well qualified to act as Trustees for the ensuing year and collectively possess the competencies and skills that enable the Board to fulfill its mandate. Each nominee has agreed to serve as a Trustee if elected. I will now call on Debora Lamont to make the nominations as set forth in the Management Information Circular.
I nominate each of the following candidates, Earl Brewer, Graham Garner, Stephen Johnson, Lynda Savoie, and Michael Zakuta for election as a Trustee of the trust to hold office until the close of the next Annual Meeting of the Unitholders of the trust, or until his or her successor is elected or appointed.
I will call on Donny Légère to second the nomination.
Thank you. I second the nominations.
Thank you. Plaza's declaration of trust requires the nomination of trustees by unitholders to be received at least 30 days in advance of the meeting in order to be valid. No further nominations were received from unitholders as such, the nominations are closed. It is now in order to elect each candidate nominated as a Trustee. For clarity, any votes that may have been previously submitted in respect of individuals who are no longer standing for election at this meeting will not be counted. I will now call upon Debora Lamont to move that each of Earl Brewer, Graham Garner, Stephen Johnson, Lynda Savoie, and Michael Zakuta be elected as a trustee of the trust.
So moved.
I will again call upon Donny Légère to second the motion.
Seconded.
I will now ask Denise Dearman if we have received any questions on this item of business.
We have not.
Thank you, Denise. As a reminder to registered unitholders and duly appointed proxyholders voting at the meeting, to vote on this item of business, please click the Vote Here button located in the bottom middle of your screen. Under Cast Your Vote, you will see item number two. There you will find listed the names of the five nominees for election to the Board. Unitholders have been asked to vote for Trustees individually rather than for a full slate. Accordingly, for each nominee, you may vote for or withhold your vote. Please remember that with respect to this and all other motions coming before the meeting this morning, you must click Submit to have your vote counted. If you have already provided voting instructions or submitted a proxy, you do not have to vote again on this matter unless you wish to change or revoke your vote.
I will now pause again to give registered unitholders and duly appointed proxyholders an opportunity to vote. The next item of business on the agenda is the appointment of Plaza's external auditor for the next year at a remuneration to be fixed by the Trustees. I will again turn to Debora Lamont to make the motion.
I move that KPMG LLP be, and it is hereby appointed Auditor of the trust to hold office until the close of the next Annual Meeting of Unitholders or until its successors are appointed at a remuneration to be fixed by the Trustees.
I will ask Donny Légère to second.
I second the motion.
Thank you, Donny. Denise, have we received any questions relating to this item of business?
We have not.
To vote on this item of business, please click on the Vote Here button located in the bottom middle of your screen under Cast Your Vote. Under item number three, you may vote for or withhold from voting in respect to this motion. I will again pause here to give registered unitholders and duly appointed proxyholders an opportunity to vote on this motion. Again, if you have already provided voting instructions or submitted a proxy, you do not have to vote on this matter now. This concludes the voting for today's meeting, and the polls are now closed for voting on all matters. We have been informed by the scrutineer that the preliminary report on voting confirms that each motion brought before the meeting today has been approved by a majority of votes cast and has been duly passed.
Accordingly, I declare that the five proposed nominees named in the Management Information Circular have been duly elected as Trustees of Plaza to hold office until the next Annual Meeting of Unitholders or until their successors are duly elected or appointed. Congratulations to the nominees. I also declare that KPMG LLP has been reappointed as Auditor of the Trust until the close of the next Annual Meeting of Unitholders, or until its successors are appointed at a remuneration to be fixed by the Trustees. I confirm that the final report on voting results, when provided by the scrutineer after the meeting today, will be incorporated into the minutes of the meeting. Detailed voting results on the matters voted on today will also be filed under Plaza's profile on SEDAR+ in accordance with applicable securities legislation.
Since there are no other matters to come before the formal part of the meeting, I will ask Debora Lamont for a motion to terminate.
I move that the meeting be terminated.
I will ask Donny Légère to second that motion.
Seconded.
With that, the formal portion of the meeting is terminated. Now I would like to turn things over to our President and CEO, Jason Parravano. Following remarks from Jason, we will open the floor for unitholder questions. Jason?
Thank you, Kim. Good morning, and thank you all for joining us today. This past year has been one of meaningful transition, disciplined execution, and continued strategic progress for our organization. We remain focused in a dynamic operating environment, executing on our strategy while maintaining strong underlying fundamentals. We place a continued emphasis on optimization and intensification across our portfolio, as well as consolidations when the opportunities came forward. At the same time, we delivered steady operating performance, reinforcing the resilience of our essential needs retail platform. Today, we'll provide a comprehensive update on our 2025 performance, key initiatives, and our outlook for the year ahead. You'll hear how we've continued to execute on our core strategies, enhancing asset quality, optimizing operations, and strengthening our financial position while also advancing initiatives that will drive growth into 2026 and beyond.
We are proud of what we've accomplished and confident that the foundation we're building today will support sustainable long-term value creation. At the core of our strategy remains a clear and disciplined focus on our existing portfolio. Rather than pursuing growth for growth's sake, we continue to prioritize extracting embedded value from the assets we already own. This includes leasing at market rates, repositioning space, advancing intensification opportunities, and driving operational efficiencies. Our initiatives in 2025 contributed to incremental NOI growth and positioned a number of our projects to further benefit our results in 2026 and beyond. Here's a snapshot of Plaza Retail REIT by the numbers. Our portfolio remains focused on resilient retail formats, with 94% of our property's value being freestanding or open-air centers, predominantly anchored by grocery and pharmacy tenants. Our enclosed mall exposure is minimal at just 4%.
Geographically, we're strongly positioned in Atlantic Canada, where 62% of our NOI is generated, followed by Ontario and Quebec. This focus gives us a strategic advantage in markets with limited new supply and less institutional competition. As of May 26th, we have just over 110 million units outstanding, insider ownership of over 20%, and a tax-efficient distribution yield of approximately 6.3%. We own CAD 1.3 billion in total assets, plus an additional CAD 500 million of assets under management. Our portfolio is well-positioned to benefit from retail tailwinds with both the geographic and asset type exposure working in our favor. Continuing with the numbers. Plaza REIT's real estate portfolio includes 191 properties as of December 31st, 2025, across eight provinces, totaling 8.8 million sq ft, with a strong committed occupancy of 97.1% and an average lease term of five and a half years.
On the cash flow side, we've delivered 1.7% same asset NOI growth and a solid 13.4% renewal spread using the average rate over the term. We're also maintaining a balanced distribution strategy, with 29% of our 2025 distribution being tax-deferred for the benefit of our unitholders. Our FFO per unit was just shy of CAD 0.40, resulting in a manageable payout ratio of 71%. Turning to the balance sheet, we continue to manage risk carefully with a 4.37% weighted average interest rate, a 50% debt- to- gross asset ratio, and limited near-term debt maturities. Only 14.1% of principal is expiring in 2026. We continue to reduce our debt and improve the balance sheet this year and headed into 2026. Overall, our portfolio diversity and high occupancy help minimize risk, while our moderate leverage and tenant base, mostly investment-grade and non-discretionary, position us well to weather market volatility.
To round out the numbers, our tenant base continues to reflect the strength and stability of Plaza Retail REIT's portfolio. Our top 10 tenants, led by Shoppers Drug Mart and Loblaws, account for just under 55% of base rent, with a strong mix of nationally recognized investment-grade retailers. From Dollarama and TJX to Canadian Tire, Sobeys, and Metro, our focus remains on tenants anchored in essential and non-discretionary spending. In terms of retail categories, over half of our base rent revenue comes from pharmacy, grocery, pet, and dollar store tenants. This tenant mix helps shield us from market volatility, with 28.5% of revenue tied to pharmacy-related tenants alone. The top 50% of our rental income is secured by strong necessity-based brands, which positions our portfolio to well perform across a range of economic conditions. Our strategy is centered on a focused investment approach that prioritizes unlocking value within our existing portfolio.
We follow a three-pillar strategy: optimize, intensify, and consolidate, and we prioritize these initiatives in that order. Under optimize, we aim to unlock the embedded value by leasing at market rates, backfilling vacancies, including mothballed space, and repositioning with higher quality tenants that align with our core retail focus. The intensify pillar includes targeted development where tenant demand is strong, particularly by unlocking excess density and advancing projects already in the entitlement phase. Finally, to consolidate, we increase our ownership in assets we already manage, incurring no additional overhead, and take advantage of opportunities to buy out partners seeking liquidity. This disciplined approach ensures we maximize returns while minimizing risk. Plaza's strategy as a pure-play retail REIT focuses on essential needs, convenience-oriented, open-air, retail real estate.
Our investment approach targets strong national tenants, again, such as Dollarama, Metro, Loblaws, Canadian Tire, and Shoppers Drug Mart within key retail subcategories. We concentrate our efforts in secondary and tertiary markets where competition is less intense and we can drive greater value. Our decisions are driven by customer demand and community needs, and we leverage our focused management team, deep retail expertise, and strong tenant covenants to execute on our strategy and deliver consistent financial results. Importantly, we avoid high-risk retail like fashion, department stores, and traditional enclosed malls, areas which are facing significant closures. This disciplined exclusion allows us to maintain a resilient tenant base, as shown by our high historical occupancy rates and strong tenant credit quality, positioning us for stability and growth even in shifting retail environments.
Plaza's investment strategy is strongly anchored in secondary and tertiary markets, where we benefit from deep-rooted tenant relationships and limited new supply. This gives us a clear competitive advantage in serving essential needs retailers efficiently and reliably. We target high-quality assets with strong population and job growth, excellent access and visibility, and a complementary tenant mix that drives foot traffic, typically anchored by grocery, pharmacy, and service tenants. These markets also support a consumer-first mentality with high parking availability and proximity to residential areas. As a result, we maintain a sticky tenant base, which is driving our high renewal spreads. Plaza has maintained a strong and reliable financial profile with consistent distributions per unit and a disciplined payout ratio over time.
Over the years and during the COVID-19 pandemic, during a period of rising rates and high levels of inflation, both cash flows and distributions remained stable, highlighting the resilience of our essential needs retail focus. Our strategy remains focused on growing FFO per unit through portfolio optimization, accretive acquisitions, and prudent capital management, ensuring sustainable long-term returns for our unitholders. Plaza maintains a disciplined and proactive approach to balance sheet management, as reflecting in our improving debt profile. We've steadily reduced our debt-to-asset ratio over the past several years, demonstrating financial prudence and resilience. Our interest rate exposure is well managed through a staggered mortgage maturity schedule, which helps mitigate refinancing risk and supports long-term stability. With only a modest portion of our total principal maturing each year and a manageable average expiring interest rate, we are well positioned to navigate changing market conditions while preserving financial flexibility.
Furthermore, we have established ourselves as a mortgage borrower, seeking lower cost secured first-ranking mortgages on our properties. Through this structure, we pay down mortgage principal and increase our NAV on a monthly basis. I'm also pleased to advise that we have now issued our 2025 ESG report, our fourth annual report, making another year of progress in advancing our environmental, social, and governance priorities. This year's report highlights our continued commitment to sustainable growth, risk management, and long-term value creation. I'm proud of the strides we have made, and these achievements are a direct result of the dedication, expertise, and hard work of our exceptional teams. We remain committed to integrating ESG principles into our operations to drive performance and resilience over the long term. Plaza is committed to delivering long-term value to unitholders, supported by a strong internal strategy and favorable external conditions.
Our experienced management team brings deep retail real estate expertise, supported by vertically integrated capabilities in development, investment, property management, and financing. We apply rigorous investment discipline to drive FFO per unit growth while maintaining a healthy balance sheet and actively managing debt. Public awareness and analyst coverage of Plaza continues to grow, with major institutions recognizing our performance. Analyst consensus NAV is currently 9% above our unit price. Additionally, macro tailwinds are benefiting our sector as the market shifts away from struggling enclosed malls and embraces the resilience of convenience-based essential needs retail. Despite our consistent performance, resilient tenant base, and disciplined financial management, Plaza REIT continues to trade at a significant discount to our net asset value. On a multiple basis, we're valued well below our peers, presenting a compelling opportunity for investors.
This disconnect between our market valuation and underlying fundamentals highlights the strength of our platform and the upside potential we believe remains unrealized. As we continue to execute on our focused strategy and grow our earnings, we are confident that value will ultimately be recognized by the broader market. Plaza Retail REIT's structure offers a compelling tax-advantaged distribution yield compared to other income-generating investments. A portion of our annual distribution is composed of return of capital and capital gains, making it more tax efficient for investors. In 2025, a traditional fully taxable investment will need to yield over 11% to match Plaza's after-tax distribution yield. Additionally, the fundamentals of our sector are strong. Retail vacancy rates for neighborhood and strip centers remains low, while new supply continues to lag behind market rent growth. These macro tailwinds, combined with Plaza's disciplined strategy, support both stability and long-term value creation for unitholders.
We are incredibly thankful for the continuing support of our unitholders and the dedication of our exceptional teams. It's because of their hard work and commitment that we are so well positioned for the future. We're excited about the opportunities ahead and look forward to creating long-term value together. Thank you for your ongoing commitment and support. We will now pause for unitholder questions.
Jason, I confirm we have received no questions this morning. We'd like to thank everyone again for joining us for another Annual Meeting. I note that a copy of Jason's presentation will be placed on our website later today under Investor Relations, Financial Reports, Presentations, and Other filings. Thank you again.
This concludes today's meeting. You may now disconnect.