AGM 2021

May 21, 2021

Ladies and gentlemen, welcome to the 2021 Annual and Special Meeting of Artis Leo Estate Investment Trust. Please note that this meeting is being recorded. I would like to introduce Ben Rodney, Chairman of the Board. Mr. Rodney, the floor is yours. Thank you. Good morning, ladies and gentlemen. Welcome to the annual and special meeting of unitholders of Artis REIT. I am Ben Rodney, the Chair of the Board. Before we get started, I would like to introduce our trustees, Heather Ann Irwin Sameer Manji myself, Ben Rodney Mike Shaikh, Ida Tammer, Liz Wickmore and Lauren Zucker. And let me say I have the pleasure and privilege of working with all of you. I would like to introduce members of our management team who are with us on the line. Sameer Manji, President and CEO Jim Green, who is currently CFO until the end of this meeting, at which time he will be retiring Kim Reilly, COO Phil Martins, Executive Vice President, U. S. Region Frank Sherlock, Executive Vice President and Jacqueline Koenig, Currently Senior Vice President, Accounting and soon to be CFO upon Jim's retirement. Congratulations, Jackie. I will now move into the formal business of the meeting. I call this meeting to order. I will preside as Chair of this meeting, And I appoint Alyssa Barry, the Corporate Secretary of the REIT, to act as secretary for the meeting. I appoint TSX Trust Company to act as scrutineer for the meeting. Visan Thomas is here to represent TSX. Thank you. I'm pleased that we're able to connect with so many of you today, despite the extraordinary situation we're still facing with COVID-nineteen. Although we are unable to meet in person, we are pleased to host the meeting through TSX Trust Company's virtual meeting platform. On that note, I wanted to make a few comments with respect to the procedures at this meeting. There will be an opportunity for registered unitholders and proxy holders to ask questions on each We will run through each of the items on the agenda, responding to questions on that item of business while it's before the meeting. I encourage unitholders and proxy holders to submit your questions as early as possible as there may be as we may address them at the right moment during the meeting. If your question relates to the specific motion, please start your question by identifying the motion so that we may address your question at the appropriate time of the meeting. We will save any questions that are not in respect of a particular motion for the general question and answer session following the formal business of the meeting. As always, questions should not be of a personal nature. Questions that are not related to the business of the meeting will not be addressed and should be directed to a more appropriate forum, With respect to voting, we will conduct the voting on the matters before us by poll. The poll will be opened For all motions at the same time. In a few moments, once I have declared the poll to be open, registered unitholders and duly appointed Proxy holders, please click the voting button on the left menu on your screen. Voting can be completed at any time from then until the end of the formal business of the meeting. This will allow you to choose to vote on each motion immediately, or you can wait until conclusion of discussion on each motion prior to casting your vote. If you have already submitted your votes in advance and do not wish to change your vote, you do not need to take further action. With that said, I now declare the poll open on all motions. We will announce the preliminary results voting at the end of today's meeting, and the official results will be filed on SEDAR today and available on our website. The notice calling this meeting and related management proxy materials were mailed to all unitholders of the REIT. As confirmation of mailing is available for inspection by any unitholder, I will dispense with calling for reading of the notice of meeting And direct that a copy of the confirmation be kept by the Secretary with the minutes of the meeting. I'm advised by the secretary, who has a scrutineers report on attendance, that a quorum is present. The scrutineers reports There are 161 unitholders virtually present in person or by proxy at today's meeting, representing approximately 66.27% of the issued and outstanding units. I direct that a copy of the scrutineers' report, complete report on attendance will be kept within minutes of the meeting. Notice having been given and a quorum being present, I declare this meeting to be duly constituted for the transaction of business. In order to facilitate the proceedings of today's meeting, I have asked Kim Reilly and Jacqueline Koenig to move and second the proposals related to the items of business identified in the notice of the year. As the first item of business, the REIT's annual financial statements for the year ended December 31, 2020, Any auditors' report thereon are hereby placed for the meeting. Management would be pleased to deal with any relevant questions concerning the financial statements During the general question period, which follows this meeting. We will now proceed We're fixing the number of trustees to be elected at this meeting, which is to be approved as an ordinary resolution. It is proposed that the number of trustees be fixed at 7. May I have a motion? Chair, I so move. I second the motion. Thank you. Alyssa, can you please advise if any questions specific to this motion were submitted? No questions have been submitted. As we have not received any questions, please cast your vote before we move on to the next item of business. We will now proceed with the election of trustees For the ensuing year, which is to be approved as an ordinary resolution. I will now receive nominations for the election of trustees. Chair, I nominate for election as trustees each of Heather Ann Irwin, Sameer Manji, Mike Shaikh, Ida Tammer, Liz Wigmore, Lauren Zucker and Ben Rodney to serve until the next Annual General Meeting of Unitholders. As the REIT has not received advance notice of any other nominations in accordance with the end of the REIT's declaration of trust, I hereby declare the nominations closed. Alyssa, can you please advise if any questions were submitted? No questions have been submitted. As we have not received any questions, please cast before we move on to the next item of business. We will now proceed with the reappointment of the auditors of the REIT, is to be approved as an ordinary resolution. It is proposed that Deloitte LLP be reappointed as external auditors of the REIT until the next annual meeting of the unitholders, That the trustees be authorized to fix their remuneration. May I have the motion? Chair, I so move. I second the motion. Thank you, Elisa. Thank you. Elisa, can you please advise if any questions specific to this motion were submitted? No questions have been submitted. The next item of business is to consider In an advisory non binding capacity, an ordinary resolution, the form set out in the circular with respect to the REIT's approach to executive compensation. May I have a motion? Chair, I so move. I second the motion. Thank you. Alyssa, Can you please advise if any questions specific to this motion were submitted? No questions have been submitted. As we have not received any questions, please cast your vote before we move on to the next item of business. The next item of business is to consider a special resolution in the form set out in the circular Approving certain amendments to the REIT's declaration of trust is more particularly described in the circular. May I have a motion? Chair, I so move. I second the motion. Thank you. Alyssa, can you please advise any questions specific to this motion were submitted? No questions have been submitted. As we have not received any questions, please cast your vote before we move on to the next item of business. The next item of business is to consider a special resolution in the form set out in the circular Approving the conversion of the REIT from a closed end trust to an open end trust as more particularly described in the circular. May I have a motion? Chair, I so move. I second the motion. Thank you. Alyssa, can you please advise if any questions specific to this motion were No questions have been submitted. As we have not received any questions, please cast your vote before we move on to the next item of business. There being no further matters to vote upon, I would ask That if you have not already done so, please cast your votes now. I will close the polls on all motions in approximately 10 seconds. Again, if you have voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. Thank you again to all our unitholders who have voted in advance of or during today's meeting. I've been advised that polls are now closed, And we will now proceed with announcing the voting results of the meeting. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been Voted in favor of today's motions by the necessary margins. As such, I declare each of the resolutions considered at today's meeting are carried. The exact number of votes cast in respect of each matter will be filed on SEDAR and by press release, which will also be made available on our website. That concludes the formal business brought before the meeting. I wish to thank you all for attending, and I now declare the formal portion of this meeting to be closed. I'll now turn the meeting over to our President and CEO, Sumir Manji, for his remarks. Thank you. Thank you very much, Ben. Good morning to those in the West and good afternoon to everyone in the East. I want to begin by also, as Ben conveyed earlier, thanking all of you for joining us for our 2021 virtual annual and special meeting. I'd like to take this opportunity especially to thank the owners of Artis for your continued support As we navigate through an exciting time of transformational change, we are very pleased with what our team has accomplished over the past several months, Including the rollout of our new vision and strategy, cost savings initiatives, significant governance enhancement, Positive organizational and cultural changes and a focus on ESG. I would also like to acknowledge our board members for their guidance, support and hard work over the past 6 months. I believe we have one of the strongest boards in the REIT sector and the broader Canadian public markets. The diversity of the experience, knowledge and pedigree our trustees have is a source of strength for artists, And I know we are in good hands as we move forward. We all know the impact COVID-nineteen has had AFFO and our NAV per unit. We are optimistic about the future of real estate. We see strong demand in real time for many individual assets or portfolio of assets we own and are working to further optimize our assets operationally to maximize value for the owners of ARTIS. As everyone knows, our industrial portfolio has been the star performer throughout the pandemic. Many believe the future of commercial real estate rests on the future of office and the sustainability of work from home. Even at ARTIS, we have made many accommodations and have been innovative in our approach to work from home, which includes high employee engagement and collaboration within our modern workplace as Microsoft has coined it. I'm very proud of our teams for continuing to provide high quality service to our tenants And to meet their deliverables remotely. That being said, nothing replaces in person engagement with our employees, Tenants, investment community and other key stakeholders. As the vaccine rollout continues, People will return to the office. I am confident about that. And with this, We'll bring life back to many businesses, including retailers, service providers, fitness facilities, restaurants and more. I continue to believe the future of real estate is bright, including in the office sector. Under our go forward vision and strategy, I believe our value investing approach and our focus on pursuing investments In undervalued real estate, including public securities along with new developments provides us with a unique opportunity and flexibility As we move forward, change is never easy. Transformational change It's even more difficult. And yes, we have a less conventional strategy and plan because we believe it will yield the best result and outcome for our owners. As is often the case with many things in life, not everyone will see eye to eye on things. We know There are some who may not like or agree with our plan. However, it is ultimately the owners of artists Whose opinion matters most. We have received so many calls from various unitholders Expressing confidence, support and encouragement. I have had the personal privilege to speak to owners of artists, Some who own a few 1,000 units, others who own a few 100,000 units and then those who own several 1000000 units. I have appreciated and enjoyed every one of those conversations. And I and our management team Look forward to continued regular engagement with our owners. Today, They have made it clear that they are by our side as we take the road less traveled. We do so with confidence, conviction and now with the overwhelming support and approval of Artis' owners. It is an exciting time at Artis. We have much to be proud of and are firmly committed To delivering on our ultimate objective, which is to maximize value for our owners. Before we open the floor to questions, on behalf of the Board and the artist team, I'd like to wish Jim Green and Frank Sherlock all the best in their upcoming retirements. I'll also echo And reiterate formally what Ben conveyed earlier in introducing and congratulating Jackie Koenig as our new Chief Financial Officer at Artis effective today. I'll now ask Ben Rodney to join us back As well as members of our management team, and we'll pass it over to Alissa Berry to facilitate our Q and A session. Thank you. Thank you, Sameer. As a reminder, to submit a question, please click the Ask a Question button on the left menu of your screen and type your Samir, we have several questions relating to our strategy going forward. And to consolidate those questions, can you comment on the timing of the strategy as it relates to investing in undervalued public securities As well as the asset classes that artists will focus on as part of that strategy and whether artists will be pursuing any Buyout or M and A opportunities or will it strictly be equity positions in public securities? Okay. Thank you for the multiple questions that others just consolidated for our benefit. Let me begin by saying it's been a very busy few months, and I want to acknowledge All those who you see in front of you, representing the senior management in the organization and all those other individuals, Our 200 plus team members at Artis, who we represent here today, who have not only over the last few months, but over many years, Worked very hard to bring us to where we are. These last few months in particular have included us Presenting the transformation plan, the go forward vision and strategy that Has been referred to in the questions that have come forward. And we have wasted no time in initiating the implementation And execution of that plan. We made it very clear on March 10 that from an outcome perspective, This will take time. It could take 2 years or 3 years before we see the ultimate outcome That will be measured by some of the key performance indicators that we have also communicated to the owners and to other stakeholders. But I can say, in these early days, we are seeing traction. We're seeing traction on the operational front, where our team continues To focus on value enhancement opportunities, continues to focus on renewing maturing leases, Continues to focus on leasing vacant space and all indicators operationally continue to demonstrate or point to a positive direction. As it relates to the near term objective that we Communicated on March 10 of fortifying our balance sheet and the reality that insofar as the low hanging fruit That will enable us to achieve that being the incredible liquidity we are seeing in the transactional Environment for industrial real estate, that has been our focus, to look at ways in which we could take A component of our broader 12,000,000 square feet of industrial real estate and monetize some of those assets. There is and continues to be pent up demand for industrial real estate in the transactional space. And I will reiterate to our audience and particularly to our unitholders that our focus It is maximizing value. And in doing so, in the near term, through some potential divestitures, We will, we believe, move in the right direction in achieving that near term objective of strengthening our balance sheet So as to afford the management team and our Board of Trustees that much more flexibility in continuing to execute on strategy and vision That we have laid out. The last part of the question relating to M and A, it's early days for us to comment On what will the nature of our public securities investing as part of the broader umbrella of value investing look like? It is certainly a possibility that it will be limited to acquiring ownership positions In undervalued situations where following that, we will look to ways in which We can contribute in a constructive positive way, in a collaborative way with investee companies that we identify and choose To invest in, to see how the value gap that we've identified that led to that investment decision in the first place can be addressed. Beyond that, as it relates to M and A, that we don't anticipate is certainly expected in the near term. Could that materialize in the longer term? Again, it's too early to comment, and we will leave it to the Board of Trustees to continue to steward and The next question relates to Artis' structure. What is the timing for converting to an open end trust? Ben, would you like to take that or would you like Amit to respond? Happy to have us both addressed. That's fine. I would say it's not anything that's imminent at the moment. But what allows us to do that flexibility when the time is appropriate for us to convert to an open ended trust to drive the benefit from it. So I don't see a move in that manner being done this year, but I think it's something that's in the future that will benefit us from that end. Thank you. I have no other comments. Thank you both. And it appears that one more question just came in here. All relating to strategy, which you've already addressed, Sameer. So there being no further questions, I'll pass the meeting back to you. Thank you very much, Alisa. I want to, on behalf of our Board of Trustees and our management team, I take this opportunity once again to thank all of those who have joined us for today's annual meeting, special meeting for taking the time out of your busy schedules to do so.