Bridgemarq Real Estate Services Inc. (BRE) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Special Meeting of Shareholders of Bridgemarq Real Estate Services Inc. This meeting is being held in a virtual-only format and will be recorded. I would now like to introduce Spencer Enright, Chairman of the corporation.

Thank you, and good morning, ladies and gentlemen. It is now 11:00 a.m. and time to start the special meeting of shareholders of Bridgemarq Real Estate Services Inc. My name is Spencer Enright, and as Chairman of the corporation, I will be chairing the meeting today. As an introductory note, we are hosting today's meeting virtually. We have shareholders attending via the web portal today. And for those who may not be able to attend online, we have encouraged them to vote prior to the meeting by using the form of proxy or voting instruction form provided in the proxy materials. In making the decision to hold this meeting virtually, we have sought to ensure that shareholder rights are protected. As such, this meeting offers shareholders similar opportunities to participate as in-person meetings. I would like to remind all those present that this meeting of the shareholders of Bridgemarq Real Estate Services Inc. and that only registered shareholders and proxy holders are entitled to participate in the business of the meeting. However, we would also like to welcome guests who are not registered shareholders to listen in on the proceedings. Registered shareholders and duly appointed proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting. Such shareholders and proxy holders may submit questions by selecting the Ask a Question button, typing their question in the chat box, and clicking the Ask Now button to submit the question. Though we may not be able to answer every question, we will do our best to respond to as many as possible, and we'll also try to address any appropriate unanswered questions after the meeting. Please note that we will not be having a Q&A session after the meeting. Our quarterly conference call and webcast is scheduled for this Thursday morning at 10:00 a.m., and we would be happy to answer any questions you may have at that time. Details of our quarterly conference call are available on our website at www.bridgemarq.com. With the consent of the meeting, I will ask Glen McMillan, the Chief Financial Officer of the corporation, to act as Secretary of the meeting, and TSX Trust, through its representatives, to act as the scrutineer. Phil Soper, the corporation's President and Chief Executive Officer, is also with us today. Mr. Soper and Mr. McMillan have joined me in our offices for this meeting. I have received an affidavit of a representative of TSX Trust, confirming the proper mailing to shareholders of the notice of meeting, the management information circular and the form of proxy. A copy of these materials, together with the affidavit, will be kept by the secretary with the records of the meeting. I have reviewed the scrutineers' preliminary report on attendance, which indicates that a quorum is present, and I therefore declare the meeting to be properly constituted for the transaction of business. The scrutineer's final report on attendance will be provided to the secretary of the meeting and will be kept with the records of the meeting. I now declare the meeting to be properly constituted for the transaction of business for which it has been called. The formal business of the meeting will consist of considering and, if deemed advisable, passing an ordinary resolution, the full text of which is set out in Appendix B to the management's circulation -- management information circular, and approve -- to approve the issuance of up to 3 million Class B subordinated limited partnership units of residential Income Fund LP, a subsidiary of the corporation, and the issuance of 3 million restricted voting shares of the corporation that may be issued upon the exchange thereof, all in connection with the proposed indirect acquisition by the corporation of Bridgemarq Real Estate Manager Limited and Proprio Direct Inc. Full details of this transaction are set out in the management information circular for this meeting. In order to be adopted, the transaction resolution must be approved by at least a majority of shareholders of the corporation vote on the resolution, excluding Brookfield BBP Canada LP and its affiliates who will be excluded in accordance with the rules of the Toronto Stock Exchange. We will conduct the voting on this matter by a poll. On a poll, every shareholder entitled to vote has 1 vote for each share entitled to be voted on the matter and held by that shareholder. Voting during this meeting can only be done through our virtual voting platform on the web portal. In order to deal with the business of the meeting in an orderly manner, the motion to approve this matter will be moved and seconded and then voting will take place. I will now ask Phil Soper and Glen McMillan to move and second the motion to approve this matter.

I move that the transaction resolution in the form set forth in Appendix B of the Management Information Circular be approved.

Thank you, Phil. May I have a second?

I second the motion.

Thank you, Glen. I will now ask the secretary to please advise if any questions specific to this motion were submitted or if there are any objections or amendments to this motion. We will wait for a brief period of time to see if there are any questions from eligible shareholders related to this motion.

Mr. Chairman, there have been no questions specific to this motion or any objections or amendments submitted.

Thank you. It is now time to the vote. The voting polls are open for those registered shareholders or proxy holders who have not already voted by proxy and voting will be conducted by online ballot. Any registered shareholder or proxy holder who hasn't yet voted or wishes to change their vote, may do so through the Voting Buttons on the web portal. Shareholders who have sent in their proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. We will pause for a moment to allow for voting. [Voting]

Now that everyone has had the opportunity to vote, I declare that the voting is now closed. The scrutineer has provided me with a preliminary report on the voting for the matter considered at this meeting. The scrutineer will reconcile the results and provide an official report of the results following this meeting. Glen McMillan, will now report on the preliminary results of the votes.

A preliminary voting report for the transaction resolution provided by the scrutineer indicates the resolution has been adopted. The vote by all voting shareholders who were eligible to vote on the transaction received approximately 93% of votes for the resolution and 7% of votes against the resolution.

Thank you. I declare the transaction resolution adopted. That concludes the formal business of the meeting. If there is no further business, I would ask Phil Soper for a motion concluding the formal part of the meeting.

I move that the formal part of the meeting be concluded.

Glenn, would you please second the motion?

I second the motion.

Thank you both. I will now ask the secretary to please advise if any questions specific to this motion were submitted, or if there are any objections or amendments to this motion. We will wait for a brief period of time to see if there are any questions from eligible shareholders related to this motion.

Mr. Chairman, there have been no questions specific to this motion or any objections or amendments submitted.

Thank you, Glen. As there have been no questions or comments submitted related to this motion, I declare the motion carried and the formal part of the meeting now concluded. Thank you for attending today and participating in the meeting. I remind you that the corporation will be releasing its financial results for the year ended December 31, 2023, this coming Thursday. We encourage you to attend the quarterly conference call scheduled for 10:00 a.m. on March 28.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.