Boston Pizza Royalties Income Fund (BPFUN) Earnings Call Transcript & Summary

[Audio Gap] General Meeting of Unitholders of Boston Pizza Royalties Income Fund. We have the recording device activated. Thank you, Ms. Secretary. My name is Marc Guay, and I'm a trustee of The Fund. As you all know, there was no quorum present at the Annual General Meeting held on June 12, 2025, so the meeting was adjourned to today. I would like to call the 2025 Annual General Meeting of the Unitholders of Boston Pizza Royalties Income Fund to order. As a trustee of The Fund, I will act as Chair of this meeting. Lynnette Whipple of Boston Pizza International Inc. will act as secretary for the meeting. Also, Marissa Beintema of Computershare Investor Services Inc. will act as scrutineer for the meeting. I would like to welcome and thank you for taking the time to attend this meeting. Before proceeding with the formal business of the meeting, I would like to introduce the other 2 trustees of Boston Pizza Royalties Income Fund who are in attendance: Paulina Hiebert to my right and Ms. Shelley Williams to my left. In addition, I would like to introduce Jordan Holm, President of Boston Pizza International and Boston Pizza GP, who is participating in today's meeting. I have before me an affidavit of [ Emily Black ] of Computershare attesting that the notice calling this meeting together with the management information circular were mailed to registered unitholders and intermediaries in accordance to National Instrument 54-101. Therefore, I conclude that the meeting has been properly called. With your consent, I will not read the formal notice of meeting that was sent to unitholders. Pursuant to Section 13.5 of the fourth amended and restated declaration of trust dated July 3, 2024, the voting unitholders present, either personally or by proxy, shall form a quorum at this adjourned meeting. I have before me and I adopt the scrutineer's report on attendance, which confirms that a quorum is present at the meeting. As a result, I declare that this meeting is duly constituted for the transaction of business. The minutes of the last annual meeting of the voting unitholders from Fund, which was the Annual General and Special Meeting held on June 13, 2024, and July 3, 2024, are available for inspection by any unitholder. I will entertain a motion to take the minutes as read and confirmed.

So moved.

Is there any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

The motion is carried. On behalf of the Board of Trustees, I have for presentation the audited consolidated financial statements of The Fund and the auditor's report thereon for the periods ended December 31, 2024, and December 31, 2023. Unless there are questions arising from the audited financial statements, I will consider the audited financial statements received by unitholders as submitted for this meeting. Are there any questions regarding the audited financial statements? Okay. Thank you. The next item of business is the appointment of auditors. It is proposed that The Fund reappoint KPMG LLP as auditors of The Fund. Accordingly, I ask for a motion that KPMG LLP be appointed as auditors of The Fund for the ensuing year and that the remuneration of the auditors be determined by the trustees of The Fund.

So moved.

Is there any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Withheld, if any? [Voting]

Well, that motion is carried. We will now proceed with the appointment of trustees for The Fund for the coming year. The management information circular, which is available through notice and access on The Fund's website, in connection with this meeting contains the names of and information about nominees to the Board of Trustees. There are 3 positions to be filled, each one for a term ending at the next annual meeting or until a successor is duly appointed. I now declare the meeting open for nominations for trustees.

I nominate the persons named in the management information circular for this meeting to be named trustees of The Fund, namely Marc Guay, Paulina Hiebert, Shelley Williams.

Thank you, Jordan. Are there any further nominations? Okay. Thank you. Each of the nominees has previously consented to act as a trustee of The Fund. If there are no other nominations, I would ask for a motion that nominations be closed.

So moved.

Is there any discussion on that motion? Seeing none. All those in favor, please signify by raising your right hand. [Voting]

Thank you. Against, if any? [Voting]

The motion is carried. In accordance with the terms of The Fund's majority voting policy, this vote will proceed by ballot. Only registered holders of trust units and special voting units of The Fund or their duly appointed proxyholders are entitled to vote on any matter at this meeting. Each person entitled to vote was given a separate ballot form for the election of trustees when they registered with the scrutineer before the start of the meeting. Your completed and signed ballot should have been returned to the scrutineer by this time. If you have not already done so, please ensure that your ballot is completed and signed and then return it to the scrutineer. Take a moment. Make sure everybody has completed the ballots. Okay. I now have the scrutineers' report for the -- on the results of the ballots. In respect of appointment of trustees, the scrutineer's report reads as follows: Marc Guay, 5,366,853 units voted in favor and 43,642 units withheld from voting; Paulina Hiebert, 5,183,110 units voted for in favor and 227,385 units withheld from voting; Shelley Williams, 5,351,106 units voted in favor and 59,389 units withheld from voting. I declare that Marc Guay, Paulina Hiebert and Shelley Williams have been elected as trustees of The Fund for the ensuing year, to hold office until the next annual meeting of The Fund or until their successors are elected or appointed in accordance with the provisions of The Fund's fourth amended and restated declaration of trust. Congratulations. We now -- we have now completed the formal business for which this meeting was called. I now call for a motion to conclude this meeting.

I move that this meeting be concluded.

All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. I therefore declare this 2025 Annual General Meeting of The Fund concluded. Thank you again for your support and attendance. We would now like to begin the question-and-answer session. Does anyone have a question? Well, since there are no further questions at this time, I'd like to invite everyone to join us for some refreshments. Thank you for attending this meeting.