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AGM 2020

May 20, 2020

Speaker 1

Ladies and gentlemen, thank you for standing by, and welcome to the Boston Properties, Inc. Annual Meeting. I would now like to hand the conference over to your speaker today, Mr. Owen Thomas. Sir, please go ahead.

Speaker 2

Thank you, operator. Good morning. It's my pleasure to welcome you to the 20 20 Annual Meeting of Stockholders of Boston Properties. I'm Owen Thomas, the Chief Executive Officer and Director Boston Properties. I will preside over the meeting this morning.

The annual meeting of stockholders will now come to order. We originally planned to hold this annual meeting in person in Washington, D. C. But in light of the continued public health concerns relating to the COVID-nineteen pandemic and to support the distancing policies promoted by our public health officials, we're holding today's meeting through this virtual online platform. Since becoming a public company in 1997, we have always held our annual meetings in person and we expect to resume in person stockholder meetings in 2021.

Our thoughts are with everyone impacted by COVID-nineteen and I want to thank all the healthcare workers, essential service workers and those on the front lines, including Boston Properties property managers working to keep us safe. The agenda for the meeting is located on the right side of your screen on the meeting website and the rules of conduct for the meeting can be accessed in the meeting material section of this website. At this time, I'd like to remind everyone that the rules for the meeting prohibit the use of any recording device to record the proceedings. We intend to follow the agenda and rules so that we can complete the formal business of the meeting in an orderly and expeditious fashion. If you have any questions during the meeting that relate to a proposal, we will first present the proposals and then there will be time for Q and A.

You may submit questions in the designated field on the meeting website. Following the formal portion of this meeting, which will address matters required by Delaware law, we will answer appropriate questions not relating to proposals. Out of consideration for other stockholders, please limit yourself to 1 or 2 questions. If there are unanswered questions, we will post the questions and answers in the Investor Relations section of our website as soon as practical after the meeting. Now before proceeding to the formal business of this meeting, I'd like to introduce the other directors of the company, all of whom are participating virtually today.

First, Doug Linde, who is the President of Boston Properties. In addition to Doug and myself, we are fortunate to have the services of a talented group of independent directors on our Board. Joel Klein, who's our Chairman Kelly Ayotte, Bruce Duncan, Karen Dykstra, Carol Eininger, Diane Hoskins, Matt Lustig, Dave Twardock and Bill Walton. Also members of our senior management team are attending virtually. Those include Ray Ritchie, Mike LaBelle, Brian Coop, Peter Johnston, Bob Piester, John Powers, Frank Burke and Mike Walsh.

PricewaterhouseCoopers, our independent registered public accounting firm is represented at the meeting by Ryan Doumet. Ryan will be available during the question and answer session to respond to appropriate questions. We will now proceed to the formal business of the meeting. Linda Piscadlo of American Election Services has been appointed Inspector of Election and has filed her oath of office with the Secretary of the Company. Ms.

Viscadlo has provided me with an affidavit of mailing certifying that notice of the meeting was sent to or made available on or about April 3, 2020 to all stockholders of record as of the close of business on March 25, 2020, which was the record date for this meeting. Only stockholders of record as of the close of business on that date are entitled to vote at this meeting. Stockholders are entitled to 1 vote per share on each proposal. A list of stockholders of record as of the record date is available on the bottom right section of the meeting website for inspection by stockholders. Ms.

Viscodlow has also informed me that a majority of shares of common stock outstanding and entitled to vote are represented at this meeting either in person or by proxy. A majority of the outstanding shares constitute a quorum. I therefore declare that a quorum is present. I now declare the polls open at 9:0:5 am on May 20, 2020 on matters to be voted upon at this meeting. If you have not voted and wish to do so or if you wish to change your vote, you can do so by clicking on the voting button on the meeting website and following the instructions there.

The polls will close immediately before the conclusion of the formal portion of the meeting. There are 3 proposals to be acted upon at this meeting. During this portion of the meeting, questions and comments should pertain to the 3 proposals under consideration. The first proposal before the stockholders is the election of 11 directors, each to serve for a 1 year term until their respective successors are duly elected and qualified. Nominees for director are elected if the votes cast for such nominees election exceed the votes cast against such nominees election.

Each stockholder is entitled to vote for a maximum of 11 nominees and cumulative voting is not permitted. As set forth in the proxy statement, your Board of Directors acting upon the recommendation of the Nominating and Corporate Governance Committee has nominated Kelly Ayotte, Bruce Duncan, Karen Dykstra, Carol Eininger, Diane Hoskins, Joel Klein, Doug Linde, Matt Lustig, Owen Thomas, Dave Torok, Bill Walton for election as Directors of the company. Each nominee is currently serving as a Director of the company. Pursuant to the company's bylaws, stockholders may nominate candidates for election to our Board by delivering notice of the nomination to the Secretary of the company within a specified time period prior to the meeting. The Secretary of the Company has not been notified of any nomination of the candidate for election as a Director by a stockholder.

The second proposal before the stockholders is the approval of a non binding advisory resolution to approve the compensation paid to our named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S K. The affirmative vote of a majority of shares of common stock present in person or represented by proxy at this meeting and entitled to vote on this proposal is required for the approval of this proposal. The 3rd proposal is the ratification of the Audit Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The affirmative vote of a majority of shares of common stock present in person or represented by proxy and entitled to vote on this proposal is required for the ratification of the appointment of PricewaterhouseCoopers. If anyone wishes to make a comment or ask a question directly related to any of these proposals, please submit your question in the designated field on the meeting website.

I will now pause for stockholders to submit questions. Sarah, do we have any questions or comments on the proposals?

Speaker 3

We do not have any questions on the proposals themselves. There are 2 general investor questions.

Speaker 2

Okay. We'll come to that in a moment. Okay. Since there are no questions on the proposals, we will close the polls on all matters shortly. Anyone who voted by proxy does not have to vote again.

However, if anyone who has not voted or wishes to change his or her vote may do so by clicking on the voting button on the meeting website following the instructions here. We will now pause for a minute to allow any stockholders who want to vote or change their vote to do so. Okay. Because everyone has had an opportunity to vote, I now declare the polls closed on the matters before this meeting at 9:0:9 am on May 20, 2020. The inspector has provided me with her preliminary report that reflects that the stockholders have duly elected the nominees for election as directors.

The stockholders also duly approved the advisory vote on the compensation of our named executive officers and the ratification of the appointment of PricewaterhouseCoopers. Final tabulation of these votes will be reported on a Form 8 ks to be filed with the SEC within 4 business days of this meeting. There being no further business to come before the formal portion of this meeting, I hereby declare the formal portion of this meeting concluded. I will now answer questions not relating to the proposals. Questions must be germane to the meeting.

Please remember to conduct yourself in accordance with the rules of the meeting. Sarah, do we have any questions?

Speaker 3

We do. Thank you. The first question is as follows. Good morning, Mr. Chairman.

My name is Gerald Matthews of the United Brotherhood of Carpenters. The Carpenter Union Pension Funds have a collective ownership position of 102,300 shares of the company's common stock. As long term investors, we appreciate the company's prioritization of actions to protect the safety and health of employees and tenants. As long term investors, we have strong confidence in both senior management and look forward to effectively navigate the serious health and business ramifications of the COVID-nineteen pandemic. Could you please discuss the company's liquidity position and office property rent collection trends as tenants face increasing stress?

Thank you.

Speaker 2

Thank you for your question and thank you for your support of Boston Properties. I think there are 2 questions in there. 1 is about liquidity and one is about rent collection. So on liquidity, Boston Properties currently has access to liquidity of $3,200,000,000 $3,300,000,000 We completed a $1,200,000,000 unsecured bond deal about 3 weeks ago. This level of liquidity allows us to fund all of our remaining fundings required for our $3,000,000,000 development pipeline, which a lot of it has already been funded.

And it also allows us the capital required to fund our next major debt maturity, which is in May of 2021. We have about $850,000,000 of unsecured debt coming due. So we have liquidity on our balance sheet today to deal with all of our development fundings and all debt maturities through the end of 2021. So we feel that we are in a highly liquid position. And then second on rent collections, this has been a prime topic in real estate generally and I'm pleased to report our rent collections at Boston Properties have been very strong.

We reported on our earnings call and then we updated it in our recently in our 10 Q that our office rent collections 97% range. So we're collecting 97% of the rents that are due to us. And if you look at total rents, which include retail customers, which is a small percentage of our portfolio, the total collections are over 90%. So we're still working on May, and that has also been I would describe it as quite successful. So clearly, if the pandemic continues for an extended period of time, those collections will become more challenging.

But so far and we think for the foreseeable near term, we will be very successful in our rent collections.

Speaker 3

Thank you. Our second question from a shareholder is how much do you think office demand will decline due to the work from home trend?

Speaker 2

Yes. So I think there are a number of forces at work that are related to the pandemic. The first one is we are in a recession and that tends to have a negative effect on office demand because companies are trying to cut costs, they're laying off workers, they're not making major capital decisions. And every time there's a recession, generally office demand goes down. So that's one thing that we're dealing with.

2nd is, we are now many including Boston Properties, most of Boston Properties, many workers are working from home. And we're using work from home tools that have been available to us for many years. And given the pandemic, we've been pushed into this forced experiment of working from home. And I would say generally most companies have been able to do that successfully. But that all being said, we do not think and we're not hearing from our customers that work from home is a suitable replacement for in person work.

Companies have difficulty creating culture, training juniors, having spontaneous opportunities for collaboration and creativity in a work from home environment. And so I think one of the reasons we've been so successful collecting rents is that our customers want to get back in their offices and they're working with us very closely right now, figuring out how to do that successfully and safely. So over the longer term, I do think work from home is here to stay and my sense is employees will from time to time work from home and it will be part of a company's overall construct, but it will not replace the importance of the office and in person work. The 3rd trend, which I would mention is which is also important is office real estate has been experiencing densification over the last decade where our customers were putting more and more employees into smaller into the same number of employees into less and less space. And given the distancing requirements of the pandemic, that trend has clearly reduced.

And our customers today, as they think about returning to the workplace, are pulling out workstations, they're spreading their employees out. Think they're going to manage that at least initially with work from home, but there's no doubt over the long term that densification trend has reversed and in fact it could create more demand for office. So again, lots of different trends underway.

Speaker 3

Thank you. There are no further questions at this time.

Speaker 2

Okay. Thank you very much. It appears we have no further questions. Seeing that there are no further questions, this concludes the meeting. Thank you everyone for your participation.

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