SmartCentres Real Estate Investment Trust (TSX:SRU.UN)
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28.07
-0.06 (-0.21%)
May 15, 2026, 1:55 PM EST
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AGM 2026

May 13, 2026

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres Real Estate Investment Trust

Good afternoon. Actually, I think it's good morning.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Morning.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres Real Estate Investment Trust

I wanna thank you all for joining us today. This is the annual general meeting of the holders of units and special voting units of SmartCentres Real Estate Investment Trust. The meeting will now come to order. Before we begin, kindly turn off your mobile devices. My name is Mitchell Goldhar, and I am the Executive Chairman and Chief Executive Officer of SmartCentres and a trustee. Before we start the formal portion of the meeting, I would like to introduce other trustees and officers of SmartCentres. In addition to myself, our current trustees are Janet Bannister, Neil Cunningham, Garry Foster, Gregory Howard, Sylvie Lachance, Sharm Powell, and Michael Young to my left.

In addition to myself, our officers are Peter Slan, Chief Financial Officer, Rudy Gobin, Chief Portfolio and Asset Management Officer, Allan Scully, Executive Vice President, Development, Paula Bustard, Executive Vice President, Development, Dan Markou, Executive Vice President and Chief People and Culture Officer. After the formal meeting, there will be a brief management presentation and an opportunity to ask questions about SmartCentres. Michael Young is the Lead Independent Trustee of SmartCentres and will be the Chairman for this meeting. Michael.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thanks, Mitch. As this meeting is being held in person and online via live webcast, I will first set out a few matters to facilitate the orderly conduct of the meeting. Registered unitholders and policyholders who wish to vote at the meeting and cast a vote in person may do so. Ballots were provided when you signed in at the registration outside this room. Those registered unitholders and proxy holders who wish to vote at the meeting and cast a ballot online should have logged into the webcast by entering the control number listed on their policy form, on their proxy form. Proxy holders, including beneficial owners who appointed themselves as proxy holders, should have logged into the webcast by entering the control number they received after they appointed themselves as proxy holder and registered with Computershare. If you have logged in properly, the electronic ballot will be displayed.

You're encouraged to complete your voting as soon as practical since voting will close promptly after the conclusion of the formal business of the meeting. Be sure to stay connected to the internet at all times in order to vote when the balloting begins. If you have voted your units prior to the start of the meeting, your vote has been received by the scrutineers, and there is no need to vote during the meeting unless you wish to revoke or change once the formal items of business are moved. We will take questions received from the floor through the online messaging platform. The legal name of the submitting unitholder or proxy holder will be read aloud before the question is addressed.

Questions that are redundant or that have inappropriate language or are otherwise unduly disruptive to the orderly conduct of the meeting will not be addressed. General unitholder questions that do not directly relate to the meeting's items of business will not be addressed during the meeting but will be addressed after the meeting. Given timing delays for our online participants, unitholders who are participating online are encouraged to submit their questions at the beginning of the meeting through the online messaging platform. These questions will be addressed during the meeting as, if they relate to a particular matter or will be addressed during the Q&A session immediately following the management presentation. If during the meeting we encounter any technical difficulties with the webcast, please remain logged on and we will resume as soon as possible.

Forward-looking statements may be made during the formal presentation of the meeting and during the management presentation and Q&A session afterwards. Certain material factors and assumptions were applied in providing these statements, many of which are beyond our control. These statements are subject to a number of risks and uncertainties that would cause actual results to differ materially from those expressed or implied in the forward-looking statements. A summary of these underlying assumptions, risks, and uncertainties is contained in our various securities filings, including our most recent AIF and MD&A, all of which are available on SEDAR and on the SmartCentres website. Forward-looking statements are made as of today's date, except required by applicable securities law, we undertake no obligation to publicly update or revise any such statements. We will now proceed with the formal portion of today's meeting. I will call this meeting to order.

With the consent of the meeting, I appoint James Brown, to my left, legal counsel for SmartCentres as secretary of this meeting and Computershare Trust Company of Canada, represented today by Melissa Phillips and Kate Stevens as scrutineers for the meeting. A notice informing unitholders of the meeting along with the management information circular and a form of proxy where requested were mailed to unitholders of record of units and special voting units as of March 31st, 2026. I will use the term unitholders to refer to both holders of units and holders of special voting units. The audited financial statements and related management discussion and analysis of SmartCentres for the year ended December 31st, 2025 have also been mailed to anyone who requested to receive those documents.

Computershare has provided an affidavit of mailing of the notice calling this meeting, the management information circular in the form of proxy for the meeting. I request that copies of the notice of the meeting, the affidavit of mailing, and the meeting materials be kept by the secretary with the records for this meeting. Unless someone objects, I propose to dispense with the reading of the notice calling this meeting. The declaration of trust of SmartCentres provide that the quorum for this meeting is at least 2 persons present and holding or representing by proxy not less than 25% of the units and special voting units. The scrutineers report shows that there are 69 holders of units present at the meeting, holding or representing by proxy 43.78% of the issued units of SmartCentres.

There are also 23 holders of special voting units present at the meeting holding or representing by proxy 99.87% of the issued special voting units of SmartCentres. The total representation at this meeting present in person or represented by proxy is 63,351,263 units and 33,565,081 special voting units, being 54.35% of the units of special voting units of SmartCentres in aggregate. I declare that this meeting has been regularly called and is properly constituted for the transaction of business. The scrutineers report will be provided to the secretary of the meeting and will be incorporated into the meeting's minutes. In order to expedite the formal part of the meeting, certain unit holders have been asked to propose and second various motions.

While this procedure will assist in the handling of formal matters, it should not discourage any registered unit holder or proxy holder from speaking or submitting questions or remarks through the instant messaging service of the virtual interface in reference to any motion after it has been proposed and seconded. If you wish to speak or when submitting a question or remark online, please indicate your name, which entity you represent, if any, and indicate whether you are a unit holder or proxy holder. In the interest of fairness to all unit holders, I would ask that you be brief with your questions or remarks, limiting them to matters directly related to the meeting. Unit holders are asked to complete their ballots, whether in person or online, and return them.

Once the online poll is closed, after all items of business have been considered, the scrutineers will tabulate the votes cast and will report on the results towards the end of the meeting. The first item of business is the presentation of the audited financial statements of SmartCentres Real Estate Investment Trust for the year ended December 31st, 2025, and the auditor's report therein. The financial statements will be taken as presented to the meeting. The next item of business is to fix the aggregate number of trustees to be elected or appointed at this meeting. May I please have a motion?

Speaker 4

I move to fix the aggregate number of trustees to be elected or appointed at the meeting at no more than 8.

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

I second the motion.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. You have heard the motion. Are there any questions on this matter?

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

Mr. Chairman, we've not received any online questions or comments related to this item.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. The next item of business is the election of trustees. As stated in the management information circular, the trustees of SmartCentres have adopted a policy that entitles unit holders to vote for each nominee on an individual basis. In addition, the trustees have adopted a policy stipulating that if the votes in favor of a nominee for the election of a trustee of SmartCentres represent less than a majority of the units voted and withheld, the nominee will submit his or her resignation after the meeting for the consideration of the Corporate Governance and Compensation Committee. It is proposed that the six nominees set out in the management information circular be elected as trustees to hold office until the next annual meeting or until their successors are elected or appointed.

The Penguin Group has confirmed that Gregory Howard and Mitchell Goldhar will be the Penguin Group appointees for the remaining two trustee positions of the board. I'll entertain motions for the nominations of persons to be elected to the six trustee positions to be determined by the unit holders of SmartCentres. The nominees for election to the six trustee positions to be determined by the unit holders of SmartCentres to hold office until the next annual meeting of unit holders or until their successors are elected or appointed are Janet Bannister, Neil Cunningham, Garry Foster, Sylvie Lachance, Sharm Powell, and myself, Michael Young.

Speaker 4

I nominate the trustee, the nominees for trustees named in the management information circular prepared for this meeting for election as trustees of the trust to hold office till the next annual meeting of unit holders or until their successors are elected or appointed.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. As no notice of additional trustee nominations was received in accordance with the SmartCentres advance notice policy, I declare nominations closed. Are there any questions or comments submitted in connection with the election of trustees?

Speaker 4

Mr. Chairman, we have not received any questions or comments related to this item.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Okay. Thank you. The next item of business is the appointment of the auditor of SmartCentres for the next year.

Speaker 4

I move that PricewaterhouseCoopers LLP, our professional accountants, be appointed auditor of SmartCentres the ensuing year, and that trustees of SmartCentres be authorized to fix the remuneration of such auditor.

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

Second the motion.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. You have heard the motion. Are there any questions or comments submitted in connection with the appointment of the auditor?

Speaker 4

Mr. Chairman, we have not received any questions or comments related to this item.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Okay. Thank you. As stated in the Management Information Circular prepared for this meeting, unitholders are asked to consider an annual non-binding advisory resolution respecting our approach to executive compensation. This is an advisory vote, the results will not be binding upon the Board of Trustees of SmartCentres. The Board of Trustees will take the results of the vote into account as appropriate when considering future compensation, policies, programs, and decisions. May I please have a motion?

Speaker 4

I move that on an advisory basis, not to diminish the role and responsibilities of Board of Trustees of SmartCentres, the approach to executive compensation, as disclosed in the Management Information Circular of SmartCentres, dated April 1st, 2026, be accepted.

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

I second the motion.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. Were there any questions or comments submitted in connection with this matter?

Speaker 4

Mr. Chairman, we have not received any questions or comments related to this item.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Great. Thank you. As stated in the Management Information Circular prepared for this meeting, unitholders are asked to consider, and if thought advisable, to pass a resolution approving the adoption of a new long-term incentive plan that provides for a maximum of 1,200,000 units reserved for issuance thereunder, as more particularly set out in the Management Information Circular. May I please have a motion?

Speaker 4

I move that the resolution approving new long-term incentive plan, as set out in the Management Information Circular of SmartCentres, be approved.

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

Second the motion.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. Were there any questions or comments submitted in connection with this matter?

Speaker 4

Mr. Chairman, we have not received any questions or comments related to this item.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. As this is the last item of business, we will provide registered unitholders and duly appointed proxy holders a few more moments to complete ballots in person or to complete electronic ballots online before closing the polls. A few moments. We've been advised we're okay. I declare the polls closed on each of the items of business. Thank you. The scrutineers will now tabulate the results and will disclose the official voting results shortly after this meeting. We have been advised that based on proxies received prior to the meeting, the preliminary results are as follows. With respect to the motion to fix the aggregate number of trustees to be elected or appointed at the meeting at no more than 8, majority of the votes cast by proxy were in favor of the motion. The motion has been carried.

With respect to the motion to elect the trustees, each of the six nominees listed in the Management Information Circular have received a majority of votes cast by proxy in favor of his or her election. Therefore, I confirm they are elected as trustees. With respect to the motion to appoint PricewaterhouseCoopers LLP as the auditor of SmartCentres for the ensuing year, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried. With respect to the motion that on an advisory basis, the approach to executive compensation, as disclosed in the Management Information Circular, be accepted, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried.

With respect to the motion to approve and adopt the new long-term incentive plan, as further described in the Management Information Circular, a majority of the votes cast by the proxy were in favor of the motion. Therefore, the motion has been carried. I direct that the results of the poll be included in the minutes of this meeting. The results of this meeting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. We have completed the formal items of the business for this meeting, I propose that we terminate the meeting.

Speaker 4

I move we

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

Thank you. As there is no further business for the meeting, I declare that the meeting is terminated. Thanks everybody for attending today's meeting. I would like to take this opportunity to thank all the SmartCentres unitholders for their support. Mitch Goldhar will now walk us through a short management presentation, followed by a Q&A. Mitch?

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

You can stand, Mitch. Thank you, Michael.

Michael Young
Lead Independent Trustee, SmartCentres Real Estate Investment Trust

It's live.

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

Great

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres Real Estate Investment Trust

Almost.

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

You got binding to-.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres Real Estate Investment Trust

Yeah. Thanks again, Michael Young. That's a lot of reading. Welcome once again to our after party, after après AGM presentation. I hope that, you know, by the time you leave, you'll have a very clear sense of the company and what we are and where we're going. Of course, it's casual format, so if you have any questions, just go ahead and ask them at any time. Of course, at the end, we'll leave time to do that as well. You know, SmartCentres, generally speaking, has a very simple approach, radically simple approach, and that is just to make decisions based on the long term. I sort of think that's a good philosophy for any business.

Things don't need to be or more complicated than that. That has resulted in a lot of the statistics that you see on the screen here now. Then there's other statistics on the screen that are unexplainable, given the, you know, given the long-term approach that's resulted in some of these numbers. We have 200 basically shop, 'cause we really do have 200. We did not round that up or down. We will be rounding a few things up and down. I'll try and tell you when we do. We actually have 200. They're in thoughtful locations. The vast majority of these properties, we developed them either in an earlier iteration, or in the current, you know, public company.

That's significant because we didn't build this company running around buying anything that we could that would be accretive, because there was a huge period of time where money was cheap and public companies like Canadian REITs could raise money cheaper than the acquisition price based on a, based on a yield basis. That's not the case here. Every one of these locations was sweated, just as if, you know, you were doing one property development and you thought of everything that could go wrong. It is an accumulation of 200 strategically located properties that has turned into, at the moment, 36 million square feet of income-producing properties. Just you keep in mind that 25% of that, plus or minus income, is Walmart's, Walmart income.

The rest of it is Canadian Tire, Loblaws, you know, TJX, et cetera, et cetera. Further emphasizing the strength of that income is the fact that 88% of it is in Vedcom markets. This is 2025, the 98.6% committed occupancy is industry, is an industry high. We actually have an approval pipeline, a pipeline of mixed-use development that's in a range that's almost a concept. I mean, it's almost impossible to comprehend 88 million square feet and what that represents and what that would involve developing, but we do. Of that 88 million, 60 million of it is zoned permissions. The permissions vary. Of course, a lot of it is residential to get to that number.

This is on sites that the company already owns. If you're a shareholder, you know, you own your share of this. It's a staggering amount, which I'll talk about in a bit. The assets are CAD 12.3 billion. With that in mind, the unit price at printing of this was CAD 28.41. The net asset value of everything aforementioned would be the equivalent of CAD 36.19 a share, representing a 21.5% discount.

In the meantime, not only do we offer or does the market offer a 21% discount on real estate that generates income and has lots of density, we will actually pay you 6.5%, one-twelfth every month, in the meantime, until we see some closing of the gap there. That's a high-level summary of the financial situation, overview of the company. In saying that we think about the long term, the long term guides our decision-making, it's not just words. This is the result of long-term thinking because, of course, this means, you know, which tenants we choose, how long their leases are. We give up, you know, rent to have more reliability in our income and occupancy.

I would take occupancy over spikes in rent any day. Part of that works for SmartCentres more so than other companies because we are also developers, so our growth doesn't rely entirely on internal bumps, and that's not our main story. We can produce income. We can create profit out of, let's say, nothing, or the potential of opportunities out there as developers. We're better off having the very solid long-term, reliable income-producing properties and then tap our development acumen to, you know, to grow the company, and we'll get to that in a second. Next. This is just to remind everybody that we've never cut distributions. This shows the numbers.

I'm not gonna say that it emphasizes the cutters, you know, because we can't show that we've never cut distributions really without showing those who have cut distributions. Happens, just happens to make its way onto the slide. By the way, this Choice— I don't remember. I'm sure somebody in the room would remember whether the REIT ever cut distributions. Don't know if they did, prior to, prior to the Choice deal because this is post-Choice deal. If not, I'm getting the signal they did not. They would be the other, they'd be the other REIT that didn't cut distributions. Next slide.

Had you bought SmartCentres, you know, for all intents and purposes at IPO, you know, if you had bought CAD 100 worth, you'd have CAD 1,572, and that would be otherwise a 12.4% compounded return, including the distributions, which have never been cut. Then you can see that against the REIT index, and the market. let's get to the growth of the company. The, the theme of the, of the company, going forward, you know, about what we are, where we were, what we are. For all intents and purposes, since we developed a SmartCentre last from scratch, this is an important stat, along with some other stats behind this.

The country has grown by about 6.3 million people since we last built a SmartCentre. If we were to use sort of a rule of thumb of one SmartCentre per 100,000 people, you know, as a catch basin, that would represent the opportunity of another 63 SmartCentres, and they average probably around 225,000 sq ft, let's say, you know, with all the anchors. It's just a simple stat to illustrate what the potential may be for us. Why did the, why did we not build a SmartCentre since 2014? By the way, I think we only built one in 2014. I think the one before that might have even been 2011 or 2012.

It's more than 12 years. It's more like 13, 14 years since we've had a very, you know, concerted program. The reason is that, you know, in 2010 to 2011, 2012, the retailers that make up the majority of SmartCentres were quite preoccupied with e-commerce. At that time, if we were sitting here in 2000, say, 2010 or 2011, you know, everybody would be questioning the future of retail, and everyone would believe that there could be a world without physical retail. Of course, industrial just took off, and there was a flight of capital to industrial and a lot of other things. Retail became, slowly but surely, went into the doghouse. That's sort of a bit of an aside.

The point being, though, that Canadian immigration policy changed around that time. We were growing by twice the rate immigration-wise and population-wise than the U.S. Nobody, the Walmarts, the Loblaws, The Home Depots, Canadian Tires of the world, were very much inward-looking at their e-commerce platforms. I mean, I can say that in the case of Walmart, they were absolutely determined to catch up because they really were flat-footed in the, you know, 2002, 2003, 2004, 2005 when Amazon were all in. Whether they were really all in or they were just, you know, found themselves riding a wave, did an amazing job riding that wave. Walmart did not go like lockstep. Neither did Target. Neither did Costco. They were all way behind.

They really, at the time, I don't think really believed e-commerce would take the kind of percentage share of retail that it ended up taking. By, by 2010, between 1997 and 2011, SmartCentres, in its then form, opened a Walmart store somewhere in Canada every 3 weeks for 14 years in a row. If you wanna think about the company's capacity to develop, that's an example. Plus, for 14 years, developing out the appetite of the likes of Walmart. Then it stopped. It became e-commerce. That went until COVID. Then COVID hit, and of course, nobody wanted any physical retail. Population kept growing. During that, during that time, we see 6.3 million more people in the country.

No, for all intents, purposes, no new retail. If anything, a lot of retail was redeveloped into residential and set the stage for where we are now. Next slide, I think. What you have now is the companies that, you know, are intricately weaved with everything, food, general merchandise, apparel, of the general public. That is physical retail, e-commerce, pick and pack, pick and collect, click and collect, and every other form. You know, among others, these are the retailers that determine how you get your stuff and at what price, whether you think so or not. Amazon's not on there, but they're part of it, obviously. They played their catch-up. They've hugely invested in e-commerce.

They're major players in e-commerce, but they also can control how much you order online and how much you come in store for, and they can do that by pricing. You know, you know, it's a cat and mouse game, but at the end of the day, everybody loses money on home delivery, so everybody's watching everybody and all want to lose less money on home delivery. There's been a movement for quite some time to lose less money on home delivery. Everybody has bet that it's going to be the split between e-commerce and home delivery is pretty visible now. It's not like it was 12 years ago. People weren't sure. That has translated into the Loblaws, for example, wanting 70 new stores in 2026. 70 new stores.

I mean, that's a company if you're a real estate company. They do it. I mean, they've done it. We're doing a lot for us for that. Same with Sobeys, and they're doing a fantastic job. They are absolutely not rolling over. Loblaws was the first movers in this physical retail renaissance or whatever you wanna call it. Sobeys was right behind, and they're we're doing as much with them as we are with Loblaws, we're doing a lot with both. Dollarama, I think everybody knows about. They pretty much own a dollar store. Walmart has announced, you know, a CAD 6.5 billion investment in things new, mostly stores and distribution and other things. I would say stay tuned on that front.

Then even, let's say more conservative Metro Inc. have reacted, and they're doing quite a few new stores for them. Then there's all the complimentary stuff that goes along with it. This is very dynamic. You know, if you're Loblaw's, you know Walmart's doing something. If you're Walmart and you know Loblaws is doing something, you can't lose market share, and they really are all pretty much aligned that physical retail is not exactly physical retail. In the case of Walmart, for sure, they are using their stores. In the U.S., they finally have reconciled that they're gonna use their stores as distribution centers. A store is not just a physical store anymore. It's where they're gonna fulfill home delivery, after all.

It's a really big boost to the security, if you will, of physical retail, 'cause physical retail is not just physical retail anymore. Next slide. If we took these numbers and we played with them, just had some fun with numbers. We are this basically right now. We are 36 million sq ft. We collect CAD 914 million a year. You add the permissions and density, we have 88 million sq ft. 60 million is zoned. We say 62 shopping centers at 225,000 sq ft each, you know, starting with at least one anchor. You were to total all that, and we were to build it out, it would be 138 million sq ft. We can go to the next slide.

If we assume we're not gonna do that, at least not in the timeframe that relevant to most of us in the room, we just said we were gonna build, like, 0.5% of our density a year. We're gonna say that, you know, only CAD 2 million of it is IPP. I'm talking about average over the next 10 years. I'm just painting a picture of what this company could look like, and hopefully will look like at least. You would have 500,000 sq ft a year, CAD 5 million over 10 years. Let's say we divide it this way. This would be, say, condos. This would be multi-res and other forms of non-retail. Then you were to take the 62 shopping centers at 225,000 sq ft.

We only do half of that in the next 10 years, so 31. The company would grow. I mean, if you take the 5 million and you take the 7 million, we will have developed over 12 million sq ft. We will have added 2 million of IPP, and we'd be a company that would be 9 million sq ft larger with IPP and hopefully some profits from the 3 million. We thumbnail that 1 of those example we call the many towns shopping centers would be about CAD 0.01 accretive. Sorry, it would contribute CAD 0.01 to FFO for every 1 of those centers, conservatively, pretty much day 1 on stabilization without bumps. That's a look.

If we're a company right now of 36 million square feet, you can sort of think about the company being somewhere between I like to think between 45 and 50 million square feet if we're able to accomplish this conservative conservative roadmap here. I do fully anticipate we will build 30 new shopping centers for the next 10 years. Next slide. To highlight that, to put some specifics behind this, we'll show you a couple of these centers that we're referring to. These are the retailers driving what I'm describing. Here are three markets that it's manifested in. There are three markets that we're willing to share with you and that we announced on our analyst call. Kingston, Ontario.

When I show the names of retailers here, I'm just illustrating what's there now and understand that there's been a lot of population growth, and how we could look at this market. I'm not, I'm not announcing anything. I'm just saying that this is an example of a population of almost 200,000 people with 1, for example, 1 Walmart store. Somebody might think, "Hmm, didn't he say 1 SmartCentres per 100,000 people?" A SmartCentres has often had a Walmart store in it. If it was to theoretically happen in that sort of math, you would say that there's room for another SmartCentres, and it would likely be here because we just bought the land and it's zoned. The site plan, I think we can show you. We've not really shown this to anybody.

This hasn't even been shown to the retail community yet, but this is what we anticipate will happen here. This is what we hope will happen here. We don't have per se any contracts with anybody, but this is what we're sort of doing. This is what we do. This is our thing. Next slide. Lindsay. I went to Lindsay when I was, I guess 30 years, 25, 30 years younger with Walmart, and we loved it. It's really a Walmart prototype market.

I tried to buy land there, just to give you an idea of how slowly land development can be, I literally tried to buy a property here, and the owner would not sell to me, and he was determined to do his own thing, and he never got around to doing it. Because we bumped into the 2011, you know, sort of, moratorium, if you will, on new stores, this market just continued to grow. When the GTA became too expensive and all the real estate developers of Toronto homebuilders decided to go to bedroom communities, Lindsay was one of them. All this land here is owned, 1,200 acres is owned by Tribute, Toronto developer. They're building homes there.

They're not the only ones. It's a prototype town. Next slide. We've made a deal there. It's been recently approved. We have no contracts, but we're hoping to develop something that looks like this, which looks very much like a SmartCentres. This would be an anchor. This lease would have 20 years plus options. This would have bumps every 5 years, and this would be the complementary retail. That pad in the corner, these things are all negotiated. You know, we wanted to build one there and there. This retailer didn't want one in each corner. They didn't want either one, actually. We split the difference, and we ended up with one pad there. That'll be a very desirable unit for somebody.

If this happens, this will be a, you know, just a blue chip for the next, you know, many, many decades. That's Highway 35, goes up to the Kawarthas. The town is 27,000. It is the regional seat, has a hospital and very solid employment. It trades, you know, it trades for, you know, 25, 30 kilometers around it. Perfect size. Just a killer efficient 16 acres with, you know, 1 acre. Great access, signalized access here, signalized access here, and that's all new homes. This is a prototype for the retailer that we're hoping to have there. Next. Winnipeg is 1 million people, basically. By a rule of thumb that we would use, let's say there would be room for more than 1 Walmart store.

Again, we have no commitments, but we're anticipating this as a possibility. Winnipeg, you know, is a great market for Walmart. When Walmart came to Canada, they entered buying Woolco. Some of you would remember Woolco. Woolco had great coverage in all the least sort of sexy, if you will, markets. They were very dominant in Winnipeg. When Walmart bought Woolco, they had instant dominant market share and have always had a great relationship with the customer in Winnipeg. The other market they dominated was Newfoundland. When I was working with Walmart in the early days, you know, they didn't really know Canada that well. You know, it's like, "Hey, what do you know about Winnipeg?

What do you know about Newfoundland?" 'Cause, you know, we're buying Woolco, and they really own those markets. I said, "Okay, well, we have a lot to work to do in Ontario." You know, one of the, one of the things that we ended up with in Winnipeg was what's called Unicity Mall. It was, it was known for being a terrible mall. It had, I think it had a bay in it or something. Anyway, I remember it was a mall, it was enclosed, it was a mini mall. It was just too. It wasn't large enough to be a draw for fashion. It was, and it was not small enough to just be, you know, de-malled. It was just right in the middle. I can't remember who we made the deal with. Oh, Markborough, I think.

Can't remember. I think it was Markborough. I made a deal with Walmart, you know, to come to Unicity. Eventually, we used to call it Uni Bomber, because it was so bad and that's basically we wanted to just blow it up. Just imagine it had a bay on one end that they so badly wanted to get out of but they had an old operating clause, obligation to operate, but their rent was, like, CAD 2. Of course we wanted to get rid of them. On the other hand, they wanted to get out. When we bought it, they figured, like, we want them to get out, so they don't wanna get out. You know, now they wanna stay.

They would try and get us to pay them to leave. It was a bit of a cat and mouse. I'm so focused on, you know, getting them out and make a deal. Okay, fine. We vacate the bay, and most of the other leases in the mall were short-term leases, except for one. First, we went to council. We asked for an approval to de-mall and build a Walmart store and de-mall the Unicity. All the seniors from the area loved going there and walking around. They came out to council to try and convince council not to approve these, the de-malling. We really thought we had the votes.

I mean, they all wanted Winnipeg, they were looking for, you know, this reinvigoration of retail. They vote in favor and, you know, sentimentally, they acknowledge that there's history with Unicity, but they approved it. We all are happy, you know. We get the news. I wasn't at the council meeting. We get the news. The council approved the Unicity conversion to an enclosed mall. The next day, we hear that somebody appealed the approval on the grounds that one of the council members got up during the meeting, during the presentation to go take a pee. Okay. Just keep in mind, like, being a Walmart developer all those years, you've heard it all and everybody was trying to stop Walmart everywhere.

Nobody put the red carpet out back then. This was back then. Somebody says that 1 of the councilors during the presentation went and took a pee. Technically, legally, the councilor did not hear the entire argument against the Walmart approval and the redevelopment of the mall. It went to court, and we lost, and we had to apply all over again. We won. We de-malled it. Sorry, we vacated it, except there was 1 tenant who was 1,200 sq ft who had term, was a hair salon. We had a 550,000 sq ft enclosed mall completely vacated that we legally had to open every day the mall. The hair salon was in the middle of the mall, open the mall.

Every day, and close the mall every day for this hair salon who was trying to, you know, basically, we offered everything to try and get them to leave for a long time. Eventually they, we made a deal with them. It took a long time. I tell you this story because I was signing some things here and Michael was reading all those, you know, all those things, and I was actually thinking I was gonna go to the bathroom. I knew I was gonna be telling you about Winnipeg, and I was thinking to myself, "Am I allowed to leave to go to the bathroom while these things are being read?

Will they not actually be, technically, passed if there's not, you know, whatever, quorum or what not? That made me think of it. We're back. I mean, we're back in Winnipeg. This one's pretty much greenfields straightforward. Wonderful, wonderful property. It's zoned. If you can go to the next one. It's a pretty, it's a pretty simple one. Be a large tenant there and not a lot of retail, but just the beautiful bread and butter, flat as a pancake, you know, Winnipeg, flat as a pancake. The Costco, there's a Costco going next door over here. I mean, it's just gonna completely change this area.

It just gives you an example of three of Like, you can see there, this is three of potential blank number of new SmartCentres potential across a country that grew 6 million people over the last 12 years with retailers who are very dominant in this country and didn't do, you know, didn't grow. They come to us because this is our natural habitat. This is our bread and butter and, so we're busy. Next slide. This one is just an update. We have an outlet center. If you haven't been there, you really gotta go there. It's probably our most valuable asset, single asset in the company. Highway 401 in Trafalgar in Halton Hills.

This is just to tell everybody that in addition to everything we just talked about, there's lots of other things happening, and we're just highlighting a few of them. These are all going on at the same time at this company, the trades at a 21% discount to its NAV. Okay. Simon, who are our partners here, who are expert, they are exceptional at what they do, have been doing the leasing, and we've got 50% of the expansion leased. It's a bit of a piece of surgery. We've gotta add a parking deck before we add on the retail. It's a real, you know, a wire act. We will be adding 80, is it? What is it?

80,000 sq ft.

Speaker 4

CAD 85 thousand.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres Real Estate Investment Trust

85,000 sq ft. It's a lot considering the average tenant size there is probably 4,000 or 5,000 feet. The retailers that we're gonna be adding, I mean, I'm not a huge shopper actually. If you are a outlet center shopper, you will be excited by some of the names that will be coming here. This thing is one of the top outlet centers in the world. Premium Outlets is the number one outlet center chain in the world. This is in their top 3, and they're all across the world. It's a 110 million sq ft expansion. We've got approvals. We've got the working drawings done. We've gone to tender, and we will commence construction here soon. Yeah, it's all right there. You can see the expansion.

We wish we had more land there, making the most of what we've got. Next. Yeah, most people don't get as excited as us of a picture of a parking deck, that does excite us at SmartCentres. Okay, next. That's the oxygen, you know. This is an update on a 200,000 square foot, you know, Canadian Tire, which will be a flagship because it's right around the corner from their office. It's a multi-level Canadian Tire. It's a relocation from Eglinton and Laird. This is a SmartCentre right here in Leaside in Toronto. That Canadian Tire is, you know, is a 20-year lease. It's not a sale. This is our neighbor who is lobbing us right now. Yeah, this is meant to be turned over this summer.

We will be turning this over to Canadian Tire, their rent will commence, you know, sometime in the fall, I believe, or maybe just in the new year. Hard to read this plan, it's a lot of parking under the building. You'll go here, you'll park underground. There's underground and surface parking under the building. Yeah, next slide. The other sort of steady blue-chip growth lever is our self-storage program with SmartStop. I'll remind you that SmartStop is why we chose them. We don't base who we partner with based on their, you know, their skills or expertise. We go based on their name. You know, obviously we chose SmartStop. They don't know what the hell they're doing, it just fits so well with us.

We just keep going with it's working out so far. No, actually, they are amazing. I love the fact that they were small in the U.S. They didn't think they could compete with the giants when storage was really raging in the U.S., so they looked at Canada. Michael Schwartz turned out to be, along with his company, they've gone public, turned out to be a great partner. They're great operators. They make us look good. Kinda like Simon, they make us look good. Kinda like all our retailers, they make us look good. They make us look good. They operate these and I think they actually look good too. We're not afraid or ashamed to put these on our shopping centers wherever we've got a little nook or cranny.

They don't need a lot of parking. A lot of the density is in the air. They're not offensive. We don't have trouble getting them approved, and we work very well together in finding new locations. We've surpassed, I think, 1 million sq ft our share of storage in this program, and it will just continue to chug along, kind of along the lines and paces of what we've been doing. Next. These are under construction, and each one of these is, I think, about 120,000, 130,000, 140,000 sq ft. We're anticipating to start in New West. Yeah, you can read it. Next year, there'll be another 3 or 4 or 5. We'll do 3 or 4 or 5 of these a year for the next number of years, so foreseeable future.

We keep an eye on the storage industry. I mean, we're not oblivious to the fact that, you know, there's other people building them. Next. Just a quick update, we do have a condo under construction, so this really enables me to show you and remind you that SmartCentres owns, you know, like approximately 100 acres of land on the subway line in Vaughan. You know, this is not the north anymore. I mean, this city has grown so astronomically, and it is strategically located because, of course, you've got the subway, which is right in the middle, the bus terminal that takes everybody from York Region to the subway right here, both of those things coming right to the property.

Not just that, we've got Viva crossing all the York Region municipalities and over to Brampton, bringing everybody to the subway. That thing there gets you down under the street. You don't have to cross that grade into the subway. That really is the supercharge, the fertilizer of this development, not just ours, but others around us. We're zoned for 20 million square feet. We've only built 3.4 million square feet of it. It's starting to shape, look like and feel like a city center that it's planned to be and zoned to be. The 1 building we've built what you see here. This is not built. This is under construction. Right now. Sorry, just, yes.

This, we're probably gonna start building next year, this little five-story rental. We have something cooking for an office building here, a new office building, which will be, to be announced at a later date. This, I think next slide shows you the condo that is under construction. We built in anticipation of future density. We built three levels of underground garage here. It's a pay-forward situation, long-term approach, long-term-minded approach. This will be a combination of commuter parking and parking for the first tower, the future tower, the rental building that I just mentioned, a little jewel box building there, which is very, very small and not parking intensive. If we build an office tower, it's gonna be here, and we're gonna utilize this parking and not build parking underneath that. Yeah.

You know, we're developers. This is the old Walmart store that we relocated. For now, we'll leave it there until Well, actually, we're looking to demolish that, actually, at this moment. This tower used to be bigger, when the music stopped on condos, we had sold, I'd say we had sold three-quarters of the building. We didn't like the idea of having 25% yet to sell. That was because we held it back. We didn't wanna sell certain floors. We hadn't decided what we were gonna do on the lower floors or the top floors from a mechanical, electrical, and other point of view. Plus we thought maybe there'll be a little bit more sort of juice in the lemon.

Eventually, we reconciled on our mechanicals, electricals, and so on, the market was gone. Basically, we just shrunk the building. The building is, for all intents and purposes, sold out with a few units available. We've got, you know, significant deposits on a significant price. It'll be interesting to see what happens when closing time comes. I think if it was today, we'd have some defaults, even though they've got 20% of an average of CAD 1,150 or CAD 1,175 a square foot. It's hard to say what people would do. We don't have to worry about it today. It's a year or so away or more. Next. I think that's it. Sure you guys all wanna get out of here. Any questions, comments, complaints, queries?

James Brown
Legal Counsel, SmartCentres Real Estate Investment Trust

One question online. It's around why is SmartCentres traded at such a high distribution, or put another way, at a high discount relative to its peers?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres Real Estate Investment Trust

We're not 100% sure. I mean, that's just the fact. We'll do everything we can to give all the information that we think would result in the units going up higher. I mean, they've gone up a bit in the last 6 months, but it's a long way from NAV. We're not 100% sure. We're not sure whether people don't feel they have to buy it now because in a lot of the, I guess, you know, the growth is development, so it takes a bit. Mind you, this kind of development doesn't take that long anymore. The high-rise did.

That's no longer an explanation because the fact is that you can I mean, if you bought this stock and you got Walmart rents and, you know, you got a 5.5% return, you know. You'd be doing well. You can buy this stock and get 6% up, and it's very secure income. It's really hard to explain. I don't wanna get into some of the other fringe theories. Retail was in the doghouse at some point for a while. It's never really fully come out of the doghouse. There's no good explanation. Just buy it. Yeah. You know, it's true though. You know, it's funny. It seems funny, but the fact is that sometimes things are just too easy. You know?

Just go to money managers, and you'll listen to all their theories about how you should invest and, you know, what you should do, and then you'll just keep an eye on it. You'll see in 2, 3 years from now, you'll find out you got, you know, 5%, 6, you'll end up at between 6, 5% and 7%. Okay. I'll buy you a coffee if you do better. From all your, all your gesticulating, all your, no offense, all the big brains, will invest your money for you. They'll take fees. You'll spend a lot of time, and you'll end up somewhere in between. You will talk about the home runs, but you won't tell everybody about what you're averaging, and it'll be between 5% and 7%. You can just buy this and, you know, go spare yourself.

You know, go play pickleball. Any other questions, comments? We really always appreciate 'cause, of course, everybody here are family and/or very friendly faces and people we've worked with for so long. Everybody's busy. Very, very busy. Everybody in this room has more to do than they have time to do it, and we know what it takes to be here, and once you're here, it's nice. I know what it's like, and seeing you all here is very, very much appreciated. If you wonder or you don't wonder, you know, that when you come and just show your face that it's very, very much appreciated. It's great to see everybody in person, and most everybody here, you know, supports us.

We thank you very, very much for that and for coming. Have a good day.

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