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

Well, welcome, everybody. Good morning. Welcome to the 2026 Annual General and Special Meeting of Unitholders of Boston Pizza Royalties Income Fund. My name is Marc Guay, and I am a trustee of the Fund. I would like to call the 2026 Annual General and Special 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. Jonathan Jeske of Boston Pizza International Inc. will act as Secretary of the meeting. Also Yanni Yu of Computershare Investor Services will act as scrutineer for this 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 trustee of Boston Pizza Royalties Income Fund, who is in attendance, Shelley Williams, Trustee. I would also like to note that Paulina Hiebert, Trustee is unable to attend today's meeting due to medical reasons. On behalf of the fund, we extend our best wishes to Paulina and look forward to her return. In addition, I would like to introduce the following representative of Boston Pizza International, who is participating in today's meeting: Mr. Jordan Holm, President of BPI and Boston Pizza GP. I have before me an affidavit from [ Michael Kim ] of Computershare attesting that the notice calling this meeting together with the management information circular were mailed to registered shareholders and intermediaries in accordance with the 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. -- your consent, obviously. Thank you. Pursuant to Section 13.5 of the fourth amended and restated declaration of trust dated July 3, 2024, a quorum for this meeting shall consist of two or more individuals present in person, either holding personally or by proxy, not less in aggregate than 25% of the votes attached to the total voting units outstanding. I have before me, and I adopt the scrutineers' report on attendance, which confirms that a quorum is present for the meeting. As a result, I declare that this meeting is duly constituted for the transaction of the business. The minutes of the last annual meeting of the voting unitholders of the fund, which was annual -- which was the Annual General Meeting held on June 12, 2025, and July 3, 2025, are available for inspection by any unitholder. I will entertain a motion to take the minutes as read and confirmed.

So moved. Do we need any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Any against? [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, 2025, and December 31, 2024. Unless there are questions arising from the audited financial statements, I will consider the audited financial statements received by unitholders as submitted to this meeting. Are there any questions regarding the audited financial statements? 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 auditors of the auditors be determined by the trustees of the fund.

So moved.

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

Any against? [Voting]

The motion is carried. We will now proceed with the appointment of trustees of 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 three 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...

Are there any further nominations? Okay. 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 the motion? Okay. All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

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 proxy holders 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. We now come to the approval of a special resolution authorizing amendments to Sections 13.5 and 13.8 of the Fund's fourth amended and restated declaration of Trust. To reduce the percentage of total outstanding voting units required to be represented at a unitholder meeting to form quorum and consider special resolutions from not less than 25% to no less than 20% of the votes attached to the outstanding voting units. Full details on the amendment to the fourth amended and restated declaration of trust are set out in the management information circular mailed to unitholders in connection with this meeting. We believe amending the fourth amended and restated declaration of trust will be beneficial to the fund for the reasons set out in the management information circular. The form of the special resolution to approve the amendment to the fourth amended and restated declaration of trust is set out in Schedule 5 of the management information circular. Does anyone have any questions at this point? Great. You should have already received the form of ballot. If you have not and are entitled to vote, please raise your hand. [Voting]

In order to be approved, the special resolution must be approved by at least 66 and 2/3 of the votes cast by or on behalf of holders of trust units and special voting units. I now have the scrutineers' report on the results of the ballots. In respect to the appointment of trustees, the scrutineer's report reads as follows: Marc Guay, 6,342,123 units voted in favor and 86,612 units withheld from voting; Paulina Hiebert, 6,098,642 units voted in favor and 330,093 units withheld from voting. Shelley Williams, 6,237,662 units voted in favor and 191,073 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. In respect to the approval of the amendment to the fourth amended and restated Declaration of Trust, the scrutineer's report reads as follows: May I please have the scrutineers' report? Thank you. 6,332,820 units voted in favor and 95,915 units voted against approval of the amendment to the fourth amended and restated Declaration of Trust. I therefore declare that the amendment to the fourth amended and restated Declaration of Trust has been approved. We now have completed the formal business for which this meeting was called. I now call for a motion to conclude this meeting. All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

The motion is carried. I declare this 2026 Annual General and Special Meeting of the Fund concluded. Thank you for your support and attendance.