RioCan Real Estate Investment Trust (TSX:REI.UN)
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Sep 14, 2026, 4:00 PM EST
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AGM 2021

May 26, 2021

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

As Chairman, I would like to welcome you to the 2021 Annual Meeting of Unit Holders of RioCan Real Estate Investment Trust. This meeting is being held entirely by virtual means through a live webcast. We welcome everyone in attendance today. Our decision to hold a meeting by virtual means only for the second consecutive year was made in light of the current COVID-19 pandemic and the corresponding public health concerns government recommended and required limits on public gatherings and to assist in the protection of the health and safety of our unit holders, employees, and other stakeholders. A recording of this webcast will be posted to our website for a period of time after the meeting. I would first like to begin by introducing Jonathan Gitlin, the President and Chief Executive Officer of RioCan.

We're also pleased to have each of our current trustees in attendance on our webcast today. I would like to acknowledge the remarkable efforts of the team at RioCan over the course of the last year as we continue to navigate through the coming pandemic. I'd also like to thank those unit holders who have chosen to attend this webcast today and to all those who submitted their proxies in advance on a timely basis. It is now 10:00 A.M., actually 10:01 A.M. I would ask that the annual meeting of the unit holders come to order. I will act as chairman of the meeting. I will ask Ms. Jennifer Suess, Senior Vice President, General Counsel, and Corporate Secretary, to act as secretary of the meeting, and AST Trust Company (Canada), by its representatives, to act as steward here today.

We intend to first proceed with the formal items on the agenda, following which Jonathan Gitlin will be making a presentation. Following Mr. Gitlin's presentation, we will answer any questions from unit holders. The minutes of the last annual meeting of unit holders held on June 2nd, 2020, are available upon request. Before we begin, we do have a few administrative matters to note in light of today's virtual meeting format. The manner in which questions are to be submitted will be different than in previous years. Much like last year, to submit a question, click on the Q&A messaging icon at the top of your computer screen. When submitting a question, please identify whether it relates to a motion being considered as part of the formal business of the meeting or whether it is general in nature.

We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions until after the formal business has been completed. Questions with common themes may be grouped together for efficiency. If you have a question, please feel free to submit it at any point during the meeting and we will address it at the appropriate time. Ms. Jennifer Suess, our Senior Vice President, General Counsel, and Corporate Secretary, will read the questions aloud when requested, and either Mr. Gitlin or I will respond. We will make every effort to answer all your questions during today's question and answer period. However, in the interest of time, we will limit that period to 20 minutes and will address any unanswered questions in a timely manner afterwards.

If your question is not answered during the webcast, a representative will follow up with you with a response. Another manner in which this virtual meeting will be different is with respect to proxy voting. Typically, unit holders and appointed proxy holders who wish to vote would be required to attend this meeting in person. Instead, voting during today's meeting will be conducted through this online platform. When we are ready to table an item up for a vote, you will see voting options appear on your screen. If you have voted in advance of the meeting and do not wish to revoke your previously submitted proxies, you do not need to do anything at all. During the meeting, we may also pause from time to time to review messages from the Corporate Secretary. Thank you for your patience if we do so.

I will now ask Ms. Jennifer Suess to provide an advisory regarding forward-looking information that may be discussed in today's meeting.

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

Thank you, Mr. Chairman. Please note that I would like to draw your attention to the advisory posted on the slide in the online portal regarding forward-looking information that may be discussed at today's meeting. Certain information to be discussed during the meeting or in the management presentation, which will follow the formal portion of the meeting, contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws. All of the forward-looking information and statements that we may provide at this meeting, which includes all information other than statements of current and historical fact, is qualified by the cautionary statement that is posted on the screen, and additional information can also be found in the trust's most recent management's discussion and analysis for the period ending March 31st, 2021, and annual information form, copies of which are available on our website and on SEDAR at www.sedar.com.

Forward-looking statements are not assurances of future performance and are subject to risks and uncertainties that are difficult to control or predict. The actual results, performance, or achievements of RioCan and its business may be materially different from the anticipated results, performance, or achievements expressed or implied by forward-looking statements. Forward-looking statements are based on RioCan's officers' and trustees' beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. I will now give the floor back to the chairman to proceed with the annual meeting of the unit holders.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Thank you, Ms. Suess. In view of the need to attend to a number of formal matters, certain unitholders have volunteered to move and second resolutions where required. While this procedure will facilitate the efficiency for handling of the formal matters, this is certainly not intended to limit in any way your right to participate in the meeting. Unitholders who wish to make comments relating to these motions may do so through the online platform after which the motion has been seconded in the manner previously noted. As noted earlier, there will be an opportunity to ask general questions following the management presentation. As with prior years, the trust used the notice and access mechanism to furnish proxy materials over the internet to unitholders instead of mailing paper copies. Copies of the proxy materials are also available on the trust's public profile at www.sedar.com and on its website.

I've been advised by the scrutineer that prior to the meeting, proxies were received from the unitholders of approximately 46.66% of all units entitled to be voted. As a result, we have a quorum for this meeting, and the meeting is properly constituted for the transaction of business. Just a few remarks before we actually get started. Today's meeting marks many milestones. It is my first time speaking to you as Chairman of RioCan's board, Jonathan Gitlin's first time addressing you as CEO, and the fact that this is our second, and hopefully last, virtual AGM. It also marks the retirement of Paul Godfrey as Chair, a job he has performed with distinction for RioCan's entire history. Happily, he will continue to serve as RioCan's Lead Director for a year and be there to guide and advise me in my new role.

In addition, today marks the retirement of Sharon Sallows as a trustee after over 20 years of service, helping RioCan become the best in so many of the areas that it strives to stand out amongst its peers. Finally, I would like to welcome Janice Fukakusa as our newest trustee. A fast look at her accomplishments to date in her biography will tell you how pleased we are to have her join us. Last 14 months, actually going on 15 now, have been the most unusual and unforgettable that RioCan, and of course, the entire world, have experienced in RioCan's 27-year history. Notwithstanding that RioCan has come through the pandemic remarkably well, it did cause us to reduce our distribution by one-third at the end of the previous calendar year, the first such reduction in our history.

It was not done lightly, but only after many months of consideration, and only after it became clear to us that the pandemic and its negative impact on our revenue and on our tenants would continue well into 2021. Even after it's finally over and Canada returns to normalcy, the long-term impact on many of our retail tenants remains unclear. Accordingly, the reduction, which will allow CAD 150 million of retained cash flow to remain with RioCan in 2021, simply was a prudent and necessary step to take. I will leave it to our new CEO to plot the course to when we can start increasing it again. In the meantime, it has left RioCan in as solid a financial position as can be considering the events of the last 15 months.

There are many achievements of which I am proud to have been a part of at RioCan during my 27 years as CEO. At this moment, I think I'm proudest of the executive team we have assembled over these many years. They are all experts in their fields. I believe in our sector, the absolute best in the country, and I have complete confidence in their ability and enthusiasm to take RioCan to new and higher levels on any metric that one chooses to apply. Every great team needs a leader. In Jonathan Gitlin, I believe we have chosen extremely well. I actually first met Jonathan while he was in high school as part of my daughter's circle of friends. It's a true generational shift.

Again, after many years as a young lawyer at McCarthy's, when he expressed a desire to leave law and start on a real estate career. Just over 15 years ago, Jonathan joined RioCan and his portfolio of accomplishments during that time has grown exponentially. From being in charge of our entry into the U.S. just over 10 years ago and our exit five years later, bringing home almost CAD 1 billion in profits in the process, to creating from scratch our residential program, which is now known as RioCan Living. Over the past five years, his performance has been nothing but exemplary, and those are only the most high-profile matters he has undertaken. Under the hood, so to speak, he has rewired RioCan's engine to not only take it through difficult times, but prepare it for growth and success in the future.

In short, a word that's actually almost never used in connection with downtown, I don't think the board could have chosen a better leader. Now that I've probably thoroughly embarrassed Mr. Gitlin, let's get through the business of the meeting, after which John will address you on RioCan's present and bright future. After that, we will be happy to address the various questions that have been or will be submitted. We will now proceed with the formal part of our agenda. The first item of business for the meeting is to present the financial statements for the year ended December 31st, 2020. A copy of the 2020 audited consolidated financial statements are available on the trust website and at www.sedar.com, and were previously made available to unit holders in addition to the proxy materials. The unit holders do not have to take any action regarding the financial statements.

Ms. Suess, are there any questions or comments submitted with respect to the presentation of the financial statements that ought to be addressed at this time?

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

Thank you, Mr. Chairman. There are no questions received relating to this item of business.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

In that case, we'll move to the second item of business, which is the election of trustees. The trust has advanced notice provisions in its declaration of trust, which allow nominations to be made by unit holders up to a certain date prior to the unit holders' meeting, which this year was April 26, 2021. No nominations have been received by the unit holders, and consequently, there will be 10 nominees presented to the unit holders for election to the board of trustees at this meeting. A management information circular provides detailed biographies setting out the valuable qualifications and diverse backgrounds of the 10 nominees proposed by management for whom proxies will be voted for their election in the absence of introductions to the contrary. Ms. Jennifer Suess will now read their names and to facilitate the introduction of the nominees. We refer you to the slide on the webcast.

I declare the polls open on all resolutions.

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

The names of the nominees are as follows: Bonnie Brooks, Richard Dansereau, Janice Fukakusa, Jonathan Gitlin, Paul Godfrey, Dale H. Lastman, Jane Marshall, Edward Sonshine, Siim A. Vanaselja, and Charles M. Winograd.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Thank you, Jennifer. If elected, these nominees will hold office until the next annual meeting of unit holders or until their successors are elected or appointed. I now recognize Mr. John Ballantyne, Senior Vice President of Asset Management, for purposes of a motion for the nomination of the 10 nominees named in the management information circular.

John Ballantyne
Senior Vice President of Asset Management, RioCan Real Estate Investment Trust

Thank you, Mr. Chairman. I nominate the 10 persons whose names have been read to this meeting for election as trustees of the trust to serve until the next annual meeting of unit holders, or until his or her successor is duly elected or appointed, or he or she otherwise ceases to hold office.

Jeff Ross
Senior Vice President, Leasing and Tenant Construction, RioCan Real Estate Investment Trust

My name is Jeff Ross, Senior Vice President, Leasing and Tenant Construction of the trust. I hereby second the nominations.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Ms. Suess, were there any questions or comments submitted in connection with the nomination and election of trustees?

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

No, Mr. Chairman, we have not received any questions relating to this item.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Thank you very much. 10 persons have been nominated for election as trustees, and there are 10 trustees to be elected. Unit holders have been provided with the opportunity to vote for each trustee or withhold their vote on an individual basis in accordance with the rules of the TSX and RioCan's majority voting policy, details of which are provided in the management information circular for this meeting. For the information of the meeting, will the Secretary please confirm whether the number of units represented by proxies received that were in favor of each of the 10 nominees has reached a majority of those voting.

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

Mr. Chairman, I confirm that prior to the meeting, proxies were received in favor of the election of each of the 10 nominees as trustees from the holders of units representing more than a majority of all votes cast by proxy in accordance with the trust majority voting policy for election of trustees.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Thank you. I will now ask Mr. John Ballantyne to move, and Mr. Jeff Ross to second a formal motion for the election of each of the 10 persons nominated as trustees of the trust to hold office until the next annual meeting of unit holders, or until they resign or their successors are elected or appointed.

John Ballantyne
Senior Vice President of Asset Management, RioCan Real Estate Investment Trust

Mr. Chairman, I so move.

Jeff Ross
Senior Vice President, Leasing and Tenant Construction, RioCan Real Estate Investment Trust

Mr. Chairman, I hereby second the motion.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

I will now ask unit holders or their proxy appointees to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. Thank you for casting your votes. The scrutineers will tabulate the votes cast, and we will report on the results towards the end of the meeting. The third item of business for which this meeting has been called is to consider, and if thought appropriate, to approve the reappointment of Ernst & Young LLP as auditors of the trust and authorizing the trustees to fix the remuneration of the auditors. May I have a motion for the approval of this resolution?

John Ballantyne
Senior Vice President of Asset Management, RioCan Real Estate Investment Trust

Mr. Chairman, I hereby move that Ernst & Young LLP be reappointed auditors of the trust and that the board of trustees be authorized to fix their remuneration.

Jeff Ross
Senior Vice President, Leasing and Tenant Construction, RioCan Real Estate Investment Trust

Mr. Chairman, I second the motion.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Okay, thank you. I got to get used to being called Mr. Chairman. I keep looking around. Ms. Suess, were there any questions or comments submitted in connection with the reappointment of the auditors?

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

No, Mr. Chairman, we have not received any questions relating to this item.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

The meeting will now vote on the motion. If you have not already done so, I will ask unitholders or other appointees to cast their votes through the online portal. Thank you for casting your votes. The scrutineers will tabulate the votes cast, and we will report on the results towards the end of the meeting. Fourth item of business is the approval of a non-binding say-on-pay advisory vote on executive compensation. This non-binding advisory vote forms an important part of the ongoing process of engagement between unitholders and the board on executive compensation. Full particulars of the trust approach to compensation and details of the say-on-pay vote are set out in the management information circular for this meeting. The say-on-pay advisory vote requires the approval of a majority of the votes cast by unitholders entitled to vote who are present or represented by proxy at this meeting.

Although the results will not be binding, the board will take the results into account when considering its policies, procedures, and decisions, and in determining whether there is a need to increase engagement with unitholders. The Human Resources and Compensation Committee will take the results into account when considering future executive compensation arrangements. In the event the say-on-pay does not receive the support of at least 70% of the votes cast, the board has indicated it will disclose to unitholders as soon as is practicable and no later than six months following this meeting in any event, a summary of the comments received and the changes to the executive compensation plans made. May I have a motion to approve on a non-binding basis the board's approach to executive compensation by way of a say-on-pay vote.

John Ballantyne
Senior Vice President of Asset Management, RioCan Real Estate Investment Trust

Mr. Chairman, I hereby move that the board's approach to executive compensation, as set out in the trust management information circular dated April 9th, 2021, be approved on a non-binding advisory basis.

Jeff Ross
Senior Vice President, Leasing and Tenant Construction, RioCan Real Estate Investment Trust

Mr. Chairman, I second the motion.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Ms. Suess, were there any questions or comments submitted in connection with this item?

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

No, Mr. Chairman, we have not received any questions relating to this item.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Thank you. The meeting will now vote on the motion. If you have not already done so, I would ask unitholders or other appointees to cast their votes through the online portal, and I thank you in advance for casting your votes. Those who have already voted, I thank you for those. The scrutineers will tabulate the votes cast, and we will report on the results towards the end of the meeting. Ms. Suess, is there any other business to come before the meeting?

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

No, Mr. Chairman.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Ladies and gentlemen, this brings us to the end of voting on the items of business before this meeting, and I therefore declare the polls closed. Thank you for casting your votes. The scrutineers are in the process of completing their final tabulation of the votes cast. However, based on the preliminary voting results received, including proxies received prior to the meeting, we can confirm the results of each matter. I'm pleased to report that on the election of trustees, the preliminary voting results show that each trustee nominee received votes by more than the requisite majority required. Accordingly, I declare that the proposed trustee nominees have been duly elected as trustees of the trust to hold office until the next annual meeting of unitholders or until they resign or their successors are duly elected or appointed.

On the appointment of auditors, the preliminary voting results show that the requisite majority amount of votes were cast were in favor of the reappointment of Ernst & Young LLP, chartered professional accountants as auditors of the trust. Therefore, I declare that Ernst & Young LLP chartered professional accountants are reappointed auditors of the trust and that the trustees are authorized to fix the auditors remuneration. On the non-binding advisory say-on-pay vote, the preliminary voting results show that the resolution has not received a requisite majority in favor. Accordingly, I declare that the say-on-pay vote has not been approved in accordance with the motion. As the vote has been approved by less than 70% of those that voted, in accordance with the trust policy, the board will therefore engage further with unitholders to understand any further insights and suggestions as we continue to evolve our compensation practices.

Further disclosure on this matter will be made to unitholders as soon as is practicable, but not later than six months following this meeting. The final voting results will be available after the meeting and posted to the trust SEDAR profile at www.sedar.com. If there's no further business, I will now ask Mr. John Ballantyne to move and Mr. Jeff Ross to second a formal motion to terminate the meeting.

John Ballantyne
Senior Vice President of Asset Management, RioCan Real Estate Investment Trust

Mr. Chairman, I so move.

Jeff Ross
Senior Vice President, Leasing and Tenant Construction, RioCan Real Estate Investment Trust

Mr. Chairman, I second the motion.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

I thank you, and I hereby declare the motion carried and the meeting terminated. Now, I would like to ask Jonathan Gitlin, my successor as President and CEO, to make a presentation and answer your questions after the presentation.

Jonathan Gitlin
President and CEO, RioCan Real Estate Investment Trust

Thanks, Ed. Thanks so much for your remarks, not only about me personally, but of course, the rest of the management team here at RioCan, and great job in your inaugural position as chair of the board. This time last year, we were referencing the, put it in air quotes, "The unusual circumstances" that led to our first-ever virtual AGM. Here we are meeting remotely yet again. Regardless of the venue, I'm delighted to be here for my first AGM as your President and Chief Executive Officer of this great company, RioCan. Thank you all so much for connecting with us today. Before I proceed with a more formal update, I want to take a moment to recognize the extraordinary efforts of the RioCan team since we last met.

From the outset of this pandemic, RioCan mobilized quickly and responsibly to protect our tenants, our employees, our customers, and our business. RioCan's response inspired me, it didn't surprise me. That's just who we are. This team is strong. Every day, and with each subsequent wave, their accomplishments, commitment, resilience, and adaptability has motivated me and made me very proud. Without a doubt, COVID-19 has changed, among other things, the Canadian real estate landscape. For some, these seismic shifts could seem daunting. I'm an optimist, I approach things practically, and I'm grounded, but I can always find a silver lining and seek opportunities in the face of challenges. What we've seen recently in commercial real estate is short-term and simply doesn't alter our long-term growth potential. The solid foundation that has delivered value for 27 years is seeing us through these unprecedented times.

In fact, the pandemic has reinforced our confidence and our competitive advantages, the quality and positioning of our portfolio, the strength of our balance sheet, the agility of our team. Those attributes that have always driven our success will continue to provide stability. I'm going to share with you today some operating results that demonstrate that we could likely just stay the course and comfortably continue to deliver modest growth. We wouldn't be satisfied with simply delivering modest growth and stability. We're not going to underplay the many opportunities we have with our value-rich portfolio. The reality is, we have all of the tools to deliver more than stability alone. We have everything required to deliver long-term value. Our commitment to you is that we will deliver. Our future course is defined by the many levers we have for growth and value creation.

Our levers are intelligent diversification, the ability to drive demand, and a culture of excellence. I'm more confident than ever that we will continue to build on our strengths, accelerate our trajectory, and capitalize on growth opportunities to drive total unitholder return. I'll take a moment to reflect on the year that was 2020. We're all too familiar with the devastating impact that the pandemic has had on the Canadian real estate industry, but I'm going to speak for a few minutes on that impact in the context of RioCan alone. 2020 saw two waves of the pandemic, each of which resulted in mandated lockdowns for many discretionary businesses. These restrictive measures have obviously taken a toll on the retail landscape, but it's important to understand that confirmed closures continue to represent less than 1% of our total portfolio's annualized revenue.

This is a clear testament to the quality and resiliency of our tenant base. Where vacancy does occur, we view it as an opportunity to lease the space to new uses that are better suited to the evolving economy and consumer trends. I'm not going to downplay the volatility that we've seen, but I do want to be clear, the relative impact on RioCan's revenue has been manageable. We're positioned to see improvement as the impacts of COVID-19 dissipate, and they will dissipate soon. My confidence comes from a healthy balance of instinct and data. I'm going to elaborate a little by sharing some of the facts that support my optimism. At certain times throughout 2020, up to 20% of our tenants were under shutdown order. Most of those that remained open were required to operate with capacity restrictions.

In spite of the temporary closures, RioCan collected approximately 95% of our rent. The resiliency of our portfolio was supported by the positioning of our major market assets, the effort of our team, and the strength of our retail core. Our leasing team executed 4.9 million sq ft of leasing with a blended spread of 5%. The majority of these new leases were completed with strong covenant tenants, primarily value furniture or home and essential retailers. While we rightfully focused on managing our business and tapping into opportunities, we didn't waver from our commitment to sustainable growth. We further advanced our major market mixed-use portfolio and strategy. We progressed our development initiatives and delivered more than half a million sq ft of new space, including two new residential rental buildings. Evidence of the strength and growth potential embedded in our portfolio was seen in the first quarter of 2021.

In a quarter that was bookended by the end of the second wave and the start of the third wave of the pandemic, our rent collection has reached 94.2%. Our leasing team actually outperformed our pre-pandemic first quarter 2020 results and executed leases for 1.1 million sq ft while expanding our blended leasing spread to over 8%. There is, of course, uncertainty and volatility, and as a result, our FFO in 2020 was certainly lower than we wanted. We took a CAD 42 million provision to account for pandemic-related items such as bad debts and abatements. These provisions continue to shrink, they did impact our financial results. We're not satisfied with these results. Based on the strength of our recent leasing efforts, we're quite confident that these are short-term conditions which don't alter our long-term growth potential.

Now, as Ed previously noted, we made the difficult but responsible decision to reduce our distributions towards the end of 2020. We did it, and we freed up cash, we enhanced our financial flexibility, and established a point that positions us well for sustained long-term growth. We keep it with our long-term ambitions to create total unitholder returns. Our board will definitely be looking for opportunities to increase our distribution going forward. You can count on our stability. You've always trusted RioCan to anticipate patterns before they become trends, to identify influential shifts as they develop, and to adapt our strategy accordingly. Our early and ongoing response to COVID-19 demonstrated our strength in delivering exactly that. Now, as we look to the future, we're already in a position of strength with an exceptional portfolio.

We've got the right mix of properties and tenants, a robust development pipeline, ample liquidity, and in my opinion, the best team in the business. Over 27 years, we've created value through shaping our building blocks. We have successfully concentrated our portfolio to focus on the most attractive and fastest-growing markets in Canada. We've attracted strong and stable tenants to serve changing consumer trends. We were industry leaders and early movers in our ability to get zoning entitlements. This head start laid the groundwork to transform our existing income-producing properties to higher and better uses. We've built amenity-rich and transit-oriented mixed-use communities where people want to live, work, and shop. Simply stated, properties are more valuable when they're in our hands. Our distinct characteristics ensure stability.

We've got so many opportunities to drive long-term value. That is where I'll turn our attention to now, to the future and how we're going to capitalize on our solid foundation. We'll do this using levers unique to RioCan. These will accelerate growth, drive the value of our portfolio, and most critically, increase total unitholder return. Our first lever for growth is intelligent diversification. What do I mean by this mouthful? Well, it's really the diversification of our income streams, our tenant mix, our physical assets, and our sources of capital. I'll start with revenue. Our development program is the most obvious source of sustainable revenue diversification. We have one of the largest development pipelines in the country, with nearly 42 million sq ft of mixed-use development opportunity in Canada's fastest-growing markets.

With more than half of our pipeline already zoned or with applications submitted, we have a significant head start in the very complex and lengthy entitlement process. We now have a pipeline that provides almost endless opportunities to increasingly weight our income towards mixed-use revenue. In 2021 alone, we'll complete three mixed-use residential rental projects. Together with the completion of townhouse units at our Windfields Farm development, we'll have delivered more than 550 residential units. In addition, we'll launch The Well, our flagship mixed-use asset. The Well really demonstrates our ability to create value on a number of different levels. It's a mixed-use community that's perfectly positioned as the gateway to Toronto's Downtown West. It combines an elevated retail experience with distinctive office and modern residential space. Leasing activity at The Well is definitely gaining momentum.

85% of the 1.2 million sq ft of office space has been pre-leased to relevant and growing tenants such as Shopify. As the retail component forms, prospective tenants have been touring the development in person. As a result, we've leased more than a third of the retail space to a variety of forward-thinking tenants. The Well community will ultimately be home to 1,700 condo and purpose-built rental units. Construction for the residential component is progressing. In fact, we're at level 11 for FourFifty The Well, which is the 592-unit residential rental building that RioCan will own a 50% interest in. In addition to revenue diversification, another important way in which we are purposely diversifying is through our tenant mix. We have got a solid base of healthy necessity-based and value-oriented tenants such as grocery, pharmacy, and specialty retailers.

In fact, approximately 80% of our retail base is comprised of strong and stable tenants. These businesses have solid fundamentals, covenants, and they really do demonstrate resilience during volatility. Just as an example, we collected over 90% of their rent in the first quarter of this year. We're strategically managing our leasing process on an asset-by-asset basis. We're taking advantage of this disruption to certain historically weak tenants and using the opportunity to attract strong and stable tenants. To further complement and build on the resilience of our retail core, we continue to tap into emerging trends and integrate new and alternative uses. Diversification doesn't simply stop with our properties. We also diversify through generating consistent and sustainable fee income from our partners. As our platform continues to strengthen, capital partners are paying for our expertise to manage complex development and sales processes.

As we progress into the future, our unitholders will certainly benefit from additional transactions where we hold minority controlling development interests. Last, we're diversifying our sources of capital. Given the depth of that development pipeline, we have a number of options to recycle capital, including air rights sales and capital partnerships with recognized investors. The Well and Fifth and Third out in Calgary are just two examples of our air rights sales that we successfully completed. There are multiple benefits to our capital partner strategy. It diversifies risk, it provides efficient capital to fuel our development program, and it crystallizes the value of our zoned excess density. Finally, and critically, we're recognized and paid for our established development expertise. One such example of very many is our mixed-use project at Dufferin Mall.

It demonstrates how prominent high-growth locations with attractive demographics and superior transit access draw interest and commitment from reputable partners. In this case, we developed two partnerships, one with an international Dubai-based real estate company for condo development, and the other with our existing partner, Woodbourne, for multi-residential rental. We also drive a significant amount of value for our unitholders through condo and townhouse sales. Profits of approximately CAD 111 million are anticipated from the sales of units at Windfields Farm and 11YV alone. These are merely two of many excellent examples of our ability to diversify our income via sales. Our second lever for growth is customer centrism. To us, what this means is being the landlord of choice and consistently providing the best offering for our tenants, our partners, and customers, whether retail, residential, or office.

Our focus is on working with our tenants to understand their needs so we can anticipate and deliver against their current and future requirements. That's how we attract new tenants, and it's also how we retain the most compelling and dynamic ones. We believe our tenants should look at RioCan as their best option at all stages of their growth and evolution. To put it simply, we create value through high-quality property management. We provide our tenants with great service and increasing cost efficiencies. We also strategically invest CapEx to create better environments and evolve our physical spaces to reflect changing consumer trends and to enhance our tenants' experience. We're also placing a more intense focus on technology and connectivity, such as our tenant portal, RioCan Connect, and our RioCan Curbside Collect initiative.

Understanding that online shopping is now a foundational element in the path to purchase, we're helping to transform physical stores into omni-channel hubs. We're doing this by providing better drive aisles, improved signage, and loading facilities. Now, these types of changes, although they require city approvals and our entitlement expertise, gives us, and more importantly, our tenants, a head start. We work with cities on our tenants' behalf through the approval processes to permit changed uses. We're proud of our strong foothold in retail. Our core is stable, and we have all the tools required to attract and retain tenants that will meaningfully contribute to RioCan's growth going forward. We've got a portfolio of buildings that are exceptionally well-managed and designed with forward-thinking amenities such as modern technology, state-of-the-art security, and access to necessity-based retail and services. We design these buildings with the end users in mind.

We develop and manage spaces where people want to live. When properties as well-positioned as ours are in the hands of a team as diverse and skilled as ours, we can do more than anyone else. From income-producing property optimization to transformational developments, we are tooled to succeed. Our last and very important lever is our cultural excellence. Now, a strong corporate culture is the foundation of a united, productive workforce. There's no doubt about it. We know the key to unlocking the value embedded in our portfolio lies in our talent. We entered into the pandemic with a proven track record and solid foundation of passionate, knowledgeable leaders. Through the crisis, we further invested in a culture that drives results and engagement, as well as retains and attracts top talent. This past year, we were recognized as one of the Greater Toronto's Top Employers.

We executed an employee engagement survey, and in spite of the pandemic-related stress and disruption that we saw, our results markedly improved in every metric of employee engagement when compared to our already strong results from 2018, the last time we conducted such survey. We emphasize the importance of diversity and inclusion across the organization, and as such, we are proud to have established a Diversity, Equity, and Inclusion Council and appointed DEI officers to promote a diverse and very inclusive workplace. We'll continue to invest in our talent and to promote a culture of results and responsibility. These efforts expand into all aspects of ESG. Security of income was obviously a top priority through this pandemic. Our commitment to ESG and sustainable growth have never wavered. In 2020, we achieved high ESG accolades on several fronts. We earned recognition as one of Canada's Greenest Employers.

We improved our GRESB real estate assessment score by 97% since our first submission back in 2017, and we achieved a score of 85 and a 5-star rating. We ranked first among our Canadian retail peers with an A rating, the highest GRESB score for public disclosure. We were the first Canadian REIT to launch a green bond framework, and in 2020 alone, we issued two green bonds that raised CAD 850 million in capital to build our future in an environmentally sustainable way. Our collaboration with Enwave to create an innovative thermal storage system at The Well in downtown Toronto is another example of how our innovation and commitment to sustainable communities works. We are actively focused on housing and economic development through our partnerships with organizations like Habitat for Humanity, Evergreen, and United Way.

We launched RioCan Cares in 2020, which is a coordinated, galvanizing effort across the country to work with our communities, local charities, and hospitals to provide assistance where needed. More recently, as part of our mixed-use master plan project at Queen and Coxwell here in Toronto, along with our partner Context, we are proud to be contributing more than CAD 850,000 in support of City of Toronto's Community and Economic Development Initiative. We're also providing affordable housing units at this development and will do so certainly at many others as well. In closing, RioCan's history, well, it's a story of success, and this will not stop as we seek to drive sustainable, profitable growth in 2021 and beyond. I've got total confidence that RioCan's team is well-positioned to continue to create opportunities and unlock the value embedded in our incredible portfolio.

RioCan's future course is defined by the many levers we have for growth and value creation. We'll continue to execute on our strategies of intelligent diversification, customer centrism, and cultural excellence to create even more value for all of our stakeholders, including, well, actually, especially our unitholders. I'm optimistic the ongoing rollout of the vaccine in Canada will be accompanied by a significant resurgence of consumer activity that will really define the latter part of 2021 and the foreseeable future. As an eternal yet practical optimist, I look ahead confidently. When well-located, inherently value-rich assets and a compelling growth strategy are in the hands of a responsible, innovative, and entrepreneurial team such as RioCan, they will not only survive, but they will thrive. To wrap up, I'm going to leave you with a video before we go to question period.

It's a virtual tour which showcases our stability, how we've built on our foundation, and how we will continue to do so long into the future to deliver sustainable growth and long-term value. Thank you all so much.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Okay, with that little introduction, we are now pleased to answer any questions that you may have with respect to the trust, its financial statements, and its operations during the year. Are there any questions?

Jennifer Suess
Senior Vice President, General Counsel, and Corporate Secretary, RioCan Real Estate Investment Trust

Mr. Chairman, there have been no questions submitted during the meeting.

Edward Sonshine
Chairman, RioCan Real Estate Investment Trust

Really? I feel bad for Mr. Gitlin, who was going to answer. That being the case, in that case, it is now my duty to thank you. Thank you for attending, and since there are no questions, I wish everyone safety, good health, and I wish that and hope that next year we can do this all in person. Thank you very much for attending RioCan's Annual and General Meeting, and I won't have to tell you to go home safely because most of you are probably at home. Goodbye.