European Residential Real Estate Investment Trust (EREUN) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Special Meeting of Unitholders of European Residential Real Estate Investment Trust, ERES. My name is Dr. Gina Parvaneh Cody, I am the Chair of the Board of Trustees of ERES, and I will act as Chair of today's meeting. Before I proceed, I would like to thank our unitholders who are able to join us virtually for today's meeting. I will now begin with the formal business of the meeting. I now call the meeting to order. With the consent of the meeting, Elise Lenser, ERES' Secretary, will act as Secretary of the meeting, and Wayne Yearwood of TSX Trust Company will act as a scrutineer for today's meeting. The Secretary has advised me that we received the affidavit of mailing from TSX Trust Company, confirming that the notice calling the meeting and related materials were provided to unitholders of record on the record day for the meeting. With the consent of the meeting, I will dispense the reading of the notice calling the meeting. The Secretary has advised me that a quorum is present for the meeting based on unitholders we know to be in attendance, including by proxy, and documented in the preliminary report of the scrutineer. A final report will be prepared and filed as part of the record of the meeting. On this basis, I declare the meeting to be properly constituted for the transaction of business. On behalf of the Board, I thank those unitholders who have joined us today. Voting results for the special resolution to be voted on today will be formally announced by press release following the meeting. For the purposes of today's meeting, voting on the special resolution will be conducted by a single electronic ballot. Registered unitholders and proxy holders of record can use the electronic ballot feature available on your screen. You are encouraged to complete your electronic ballot during the allotted time prior to the end of the formal portion of today's meeting. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote during the meeting. If, during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as practicable. Based on reporting by the scrutineer, the designated proxy holder for the meeting is holding proxies demonstrating voting sufficient for all motions to be carried. To make the best use of our time, we have designated unitholders that will move and second the special resolution. The polls are now formally open for electronic voting. Voting will close once the special resolution has been formerly dealt with. Once voting closes, the scrutineer will tabulate the results of the vote for this special resolution. The sole item of business is to consider and vote on, with or without variation, a special resolution approving an amendment to ERES' declaration of trust to provide ERES' Board of Trustees with the authority to sell all or substantially all of the assets of the REIT in one or more transactions at such times and on such terms and conditions as determined by the Board of Trustees; to distribute, at the discretion of the Board of Trustees, all or part of, the net proceeds of any such sale to holders of units and Class B LP units of ERES Limited Partnership in the amounts and at the times determined by the Board of Trustees; and to wind-up, liquidate, dissolve or take any such similar action to terminate ERES on such terms and conditions determined by the Board of Trustees, in each case, without any requirement for further unitholder approval, subject to applicable securities laws. The full text of the resolution, with respect to such amendment, is set forth in Appendix A to the management information circular. The trustees propose that the special resolution be approved in accordance with the resolution set forth in Appendix A to the management information circular. May I have a motion for such resolution?

My name is Stephen Co. I am the Chief Financial Officer of CAPREIT and a proxy holder. Chair, I move for the special resolution to be approved.

My name is Jenny Chou. I am the Chief Financial Officer of ERES and a proxy holder. Chair, I second the motion.

Thank you. We will now vote on the special resolution. Any registered unitholder or duly appointed proxy holder who has not yet voted or who wishes to change their vote with respect to the special resolution may do so now by clicking on the voting tab from the top menu of the web portal and then clicking on your selection to cast your vote. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls closed. Based on the preliminary voting results received from the scrutineer, the voting results for the special resolution show an abundance of favorability. Accordingly, the motion is carried. Therefore, I declare that the special resolution is approved. Thank you, everyone. We have now completed the formal part of the meeting. If there is no further business, I will ask for a motion to terminate the meeting.

I so move.

I second the motion.

I declare the motion carried and the special meeting of unitholders of ERES adjourned. On behalf of management and the Board, I would like to thank you all for attending today. This concludes the meeting.