Artis Real Estate Investment Trust (AX-UN.TO) Earnings Call Transcript & Summary

Thank you so much. This is a long script today. And unfortunately, David Attenborough and others were not available to do it, so you're stuck with me. My apologies. Okay. Good morning. My name is Lis Wigmore, and I am a Trustee and the Chair of the Special Committee of the Board of Trustees. I will act as Chair of this meeting. On behalf of the Board of Trustees, all of whom are in attendance today, I welcome you to the special meeting of the holders of common units, Series E preferred units and Series I preferred units of Artis Real Estate Investment Trust. This meeting is being conducted in a hybrid format, both in person and virtually through the Lumi Connect meeting platform. Lumi Connect allows registered unitholders and duly appointed proxy holders to vote and submit questions to the moderator to be read and addressed at the meeting. In-person attendees may approach a microphone when recognized. The formal business of the meeting will be followed by a question-and-answer session, during which in-person attendees may ask more general questions. Before proceeding with the formal business of the meeting, I would like to take this opportunity to introduce the trustees who are present today. I'll ask them to raise their hand as their name is read. Heather-Anne Irwin, Samir Manji, Jacqueline Moss, Ben Rodney, Mike Shaikh, and myself, Lis Wigmore. I would also like to introduce members of our senior management team here with us today, Samir Manji, President and CEO; Jaclyn Koenig, CFO; Kim Riley, COO; and Kara Watson, Executive Vice President, General Counsel and Corporate Secretary. I would now like to call this meeting to order. As Chair of this meeting, I appoint Kara Watson, the Corporate Secretary of Artists to act as Secretary for the meeting and appoint the representative of Odyssey Trust Company to act as scrutineer of this meeting. Stacey Diocampo is here to represent Odyssey. Only registered unitholders who held units in their name as of the close of business on the record date of the meeting being October 30, 2025, or their validly appointed proxy holders were entitled to receive notice of this meeting and are entitled to vote at this meeting. The notice calling this meeting, the accompanying management information circular dated November 10, 2025, and related meeting materials describing the matters to be considered today were mailed to unitholders of record as of the set record date on November 20, 2025, and filed on SEDAR+ and posted on our website on November 10, 2025. As the affidavit of mailing is available for inspection by any unitholder, I will dispense with calling for a reading of the notice of meeting, thank goodness, and direct that a copy be kept by the Secretary with the minutes of the meeting. The required quorum for this meeting is 2 or more unitholders who hold in the aggregate at least 25% of the issued and outstanding common units and preferred units entitled to be voted at this meeting. I've been advised by the Secretary, who has the preliminary scrutineers' report on attendance that a quorum is present. I direct that a copy of the scrutineer's complete report on attendance be kept with the meeting -- with the minutes of the meeting. Notice having been given and a quorum being present, I declare this meeting to be properly constituted for the transaction of business. Before proceeding with the formal business of the meeting, I would like to make a few comments with respect to the procedures at this meeting. To be effective, the special resolution of holders of common units to approve the plan of arrangement requires approval by at least 2/3 of votes cast, excluding votes attached to common units held by the interested trustee and his related parties. Further, notice of Series E preferred units and Series I preferred units will each be asked to vote as separate classes on special resolutions to approve the plan of arrangement, such resolutions each requiring approval by at least 2/3 of votes cast by holders of Series E preferred units and Series I preferred units, respectively, to be effective. The arrangement is not conditional on the approval by holders of Series E preferred units and Series I preferred units. Lastly, the ordinary resolution of holders of common units to approve an equity incentive plan for the resulting issuer requires approval by at least a majority of votes cast to be effective. Voting on matters to be discussed at this meeting will be conducted by ballot. For registered unitholders and duly appointed proxy holders who are attending the meeting in person, the scrutineer will have given you a physical ballot at the registration desk. At the appropriate time, you will record your vote by indicating whether the vote is for or against a given resolution on your ballot. If you are a registered unitholder who has not already voted or duly appointed a proxy holder and you did not receive a ballot, please raise your hand and the scrutineer will provide you with one. If you previously voted your units, you do not require a ballot unless you wish to revoke your previous vote. Samir Manji will execute ballots on behalf of the proxies received by management and vote in accordance with the unitholders' instructions. Unless otherwise specified in the proxies, all proxies received will be voted for all of today's resolutions. For registered unitholders who have not already voted and duly appointed proxy holders who are attending the meeting remotely, you will vote by indicating whether your vote is for or against a given resolution under the voting tab on the Lumi Connect platform. There will be an opportunity for registered unitholders and proxy holders in attendance to ask questions on each motion, including through the Lumi Connect platform for those attending virtually. For each motion, I will ask if there are any further related questions. Brigitte LeBlanc-Lapointe from Norton Rose Fulbright, our external legal counsel, will help moderate and read questions submitted on the Lumi Connect platform. We will announce the preliminary results of voting towards the end of the formal business of today's meeting, and the official results will be filed on SEDAR+ and available on our website. Lastly, in order to facilitate the proceedings for today's meeting, I have asked Samir Manji and Kara Watson to move and second the proposals related to the items of business identified in the Notice of Meeting. I will now proceed with the formal business of the meeting. For the registered unitholders and duly appointed proxy holders attending the meeting remotely, the polls are now open. The first item of business is to consider pursuant to the interim order of the Court of King's Bench of Manitoba dated November 10, 2025, and if deemed advisable, to pass a special resolution of unitholders of common units to approve a statutory amendment and restated plan of arrangement pursuant to Section 182 of the Business Corporation Act of Ontario and Section 84 of the Trustee Act of Manitoba evolving Artis and Capital -- and RFA Capital Holdings, Inc. pursuant to the terms and conditions of an arrangement agreement dated September 15, 2025, as amended by an amending agreement dated November 3, 2025, entered into amongst Artis, a subsidiary of Artis and RFA Capital Holdings, Inc. The special resolution provides for, amongst other things, the formation of a newly combined company known as RFA Financial, Inc., of which the REIT will be a wholly owned subsidiary and whereby the REIT's common unitholders will own 68% of RFA Financial, Inc.'s common share, all as more fully described in the Notice of Meeting, the company's circular and related meeting materials. I will now call for a resolution that the special resolution be approved. The full text of the special resolution is set forth as Appendix B to the circular. As a reminder, this vote is only for holders of common units. May I have a motion?

Chair, my name is Samir Manji. I'm a proxy holder, and I so move.

Thank you. Will someone else please second the motion?

Chair, My name is Sara Watson. I'm a proxy holder, and I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I will ask all those common unitholders completing a ballot to please record their vote by indicating whether the vote is for or against the special resolution. And in the case of those attending remotely, please indicate whether your vote is for or against the special resolution under the voting tab on the Lumi Connect platform. [Voting]

Thank you. The next item of business is to consider, and if deemed advisable, to pass the special resolution of holders of Series E preferred units to approve the arrangement pursuant to the terms and conditions of the arrangement agreement. I will now call for a resolution that this special resolution be approved. The full text of the Series E resolution is set forth as Appendix K to the circular. As a reminder, this vote is only for holders of special E preferred units. May I have a motion?

Chair, I so move.

Thank you. Will someone please second the motion?

Chair, I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I will ask all those holders of Series E preferred units completing a ballot to please record their vote by indicating whether the vote is for or against the special E resolution. And in the case of those attending remotely, please indicate whether your vote is for or against the Series E resolution under the voting tab on the Lumi Connect platform. [Voting]

The next item of business is to consider, and if deemed advisable, to pass the special resolution of holders of Series I preferred units to approve the arrangement pursuant to terms and conditions of the arrangement agreement. I will now call for a resolution that this special resolution be approved. The full text of the Series I resolution is set forth as Appendix L to the circular. As a reminder, this vote is only for the holders of Series I preferred units. May I have a motion?

Chair, I so move.

Thank you. Will someone please second the motion?

Chair, I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I will ask all those holders of Series I preferred units completing a ballot to please record their vote by indicating whether the vote is for or against the Series I resolution. And in the case of those attending remotely, please indicate whether your vote is for or against the Series I resolution under the voting tab on the Lumi Connect platform. [Voting]

The next item of business is to consider, and if deemed advisable, to pass an ordinary resolution of holders of common units to approve an equity incentive plan for the resulting issuer generally as more fully described in Exhibit A to Appendix J to the circular. The equity incentive plan that is being presented today includes a minor revision to add a monetary limit on nonemployee director participation in the plan, consistent with the feedback from an independent proxy adviser. As a reminder, this vote is only for the holders of common units. I will now call for a resolution that this ordinary resolution be approved. The full text of the equity incentive plan resolution is set forth as Appendix M to the circular. May I have a motion?

Chair, I so move.

Thank you. Will someone please second the motion?

Chair, I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I will ask all those common unitholders completing a ballot to please record their vote by indicating whether the vote is for or against the equity incentive plan resolution. And in the case of those attending remotely, please indicate whether your vote is for or against the equity incentive plan resolution under the voting tab on the Lumi Connect platform. As this is the final item to be voted upon, we'll pause for 30 seconds to allow unitholders and proxy holders attending virtually to complete voting. [Voting]

The polls are now closed. We will now pause again for a few moments while the scrutineer compiles the results. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of each of today's resolutions by the necessary margins. Thank you. That concludes the formal business brought before the meeting. I wish to thank you all for attending unless there is any further business to come before the meeting, I would entertain a motion to conclude this meeting.

Chair, I so move.

Will someone pass -- please second the motion?

Chair, I second the motion.

Thank you. I hereby declare the motion carried and the meeting concluded. We will now move on to the general question-and-answer. And I would like to invite Ben Rodney and Samir Manji to the front for the question-and-answer session.

We could just ask that if anyone has a question, please come forward to the microphone stand, introduce yourself and then please ask the question. At least Ben and I got to add 5 steps to our steps for the day.

Just wanted to -- I'd say it's really nice to see a lot of friendly faces in the room. I appreciate everybody coming out. It's -- if I [ look therein ], I've a number of broker clients and partners of ours here and supporters across the board. So I do want to genuinely thank everybody for coming and showing your support.

And thank you all, especially to our unitholders. We really appreciate your support and patience through this journey, and we're really stoked for what's to come.

Absolutely.

That was official talk. Okay. So on behalf of the Board of Trustees and management of Artis, I would like to thank everyone for attending and for your engagement. Thank you so much.

Thank you.