First Capital Real Estate Investment Trust ($FCRUN)

Welcome to Special Meeting of Unitholders. I'm Paul Douglas, the Chair of First Capital REIT's Board of Trustees. Our meeting today is being held in a hybrid format virtually through the Lumi platform and in person at the offices of Stikeman Elia in Toronto. I will chair the meeting, and Alison Harnick will act as Secretary. First, we would like to discuss how voting and questions will be answered or addressed and answered in this hybrid format. Usually, and this year is no exception, -- the vast majority of unitholders submit proxies or voting instructions in advance of the meeting, with only a small number of unitholders opting to both their units at the meeting. registered unitholders or duly appointed proxy holders who wish to vote at the meeting may be either in person or online through the online platform. Registered unitholders who submitted a valid proxy and answer the meeting do not need to vote again by electronic ballot or at the meeting. If you do not vote at the meeting, your previously submitted proxy will continue to be counted in the boat tabulation. Voting in person on all matters will take place by the ballot that was provided to you when you arrived today. The balance distributed to you includes each of the items of business being voted on today. You will be given the opportunity to vote on each business item after the presentation of all such business items. Please do not return your ballot until told to do so. At that time, the scrutineer will come around and collect the ballot. Once the ballots are collected, we will take a short recess to allow the scrutineer to tabulate the valid results and report the results of the vote. For the purposes of the meeting today, voting online will be conducted by a single electronic ballot -- to vote on each business item after the presentation of all such business items. Registered unitholders who choose to vote by electronic ballot at the meeting would be revoking any previously submitted proxy. And only the electronic ballots submitted at the meeting will be counted in the vote tabulation. Again, if you have previously voted, there is no need to vote again. When registered unitholders and duly appointed proxy holders are given the opportunity to vote, you will receive a message on the Lumi virtual interface requesting you to register. Should you choose to do so? Please note that you will only have a certain amount of time to vote. In this hybrid format, Questions will be accepted from registered unitholders and proxy holders in person and through the online platform. Once all motions being considered as part of the formal business portion of the meeting have been introduced, and prior to the voting period, we will address any questions related to such motions. When prompted, registered unitholders or duly appointed proxy holders attending the meeting in person may raise questions in respect of a motion by raising their hand and will be recognized by the chair, addressing their questions or comments to the chair. When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered unitholder or a duly appointed proxy holder. If applicable, please also specify which formal business item your question pertains. For those attending and meeting virtually, questions in respect of the motion may be submitted by any registered unitholder or duly appointed proxy holder using the instant messaging service of the Lumby virtual interface. During the formal portion of the meeting, please note that there will be a slight delay in the publication of the questions received and we will address any questions relating to the formal business portion of the meeting after the introduction of all business items and prior to the voting period. When asking a question, please indicate your name, which entity you represent, if any, and confirm you are a registered unitholder or a duly appointed proxy one. If applicable, please also specify which formal business items your question pertains. We will address any general questions that do not pertain to the formal business portion of the meeting during the question-and-answer period after the formal portion of the meeting has been concluded. Doing sure fairness for all attendees, the Chair will decide on the amount of time allocated to each question and may limit, consolidate or decline. Questions with common themes may be grouped together for efficiency. To make the best use of our time, certain unitholders have been asked to move and second the proposals, which are called for in the notice of the meeting. Before we start, I would ask Alison to provide the necessary caution regarding forward-looking statements.

Thank you. On behalf of those speaking today, I would like to note that their comments may include forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws, and they may refer to non-IFRS financial measures. Details regarding forward-looking statements and non-IFRS financial measures are on screen and can be found in the REIT's various securities filings, including its most recent MD&A and current annual information form and annual report to unitholders. These can be found on SEDAR and on the REIT's website. Actual results could differ materially from the forecast, projections and conclusions in the forward-looking statements made today. All of the forward-looking information and statements that we may provide, which includes all information other than statements of current and historical fact are qualified by the cautionary statement posted on the screen.

Thank you, Alison. The meeting will now come to order. Representatives of the Odyssey Trust Company, the REIT's transfer agents have been appointed to act as scrutineer. Notice of the meeting, including the agenda for today was mailed to unitholders on or about Wednesday, March 16, 2026. The scrutineer has confirmed that proxies representing approximately 79% of units entitled to vote at the meeting have been properly deposited prior to the meeting and that a quorum is present. I now declare that the meeting is properly constituted for the transaction of business. The first item of business is the tabling of our 2025 audited consolidated financial statements, together with the auditor's report. These can be retrieved from the Investors section of the First Capital website or SEDAR. I will now proceed with the next item of business, the election of trustees. And trust these are to be elected, and detailed information regarding each of the tones is set out in the circular. Based on the proxies received by the scrutineer in advance of this meeting, Eats trustee nominated has received votes in favor from a range of at least 97% to over 98% of the votes cast. Pursuant to Section 6.7 of the Declaration of Trust of the REIT trustee nominations were required to be received 30 days prior to the meeting. As no such nominations were otherwise received, no 1 other than the proposed nominees are eligible to be nominated. Can I please have a motion for the election of trustees.

My name is Jennifer Santos, and I am a unitholder of First Capital REIT. I nominate the following persons for election as trustees of First Capital Real Estate Investment Trust to hold office as trustees of the REIT until the next Annual Meeting of Unitholders or until their successors are duly elected or appointed: Vivian Abelee, Leonard of Apama, Ian Clark, Alt Douglas, David Gibbs, Eric Lufkin Annalisa King, Al Mawani, Adami Paul and Gary Whitelaw.

Thank you. May I have a second.

Mr. Chairman, my name is Noel Parker, and I'm a unitholder of First Capital REIT. I second the motion.

As mentioned at the beginning of this meeting, voting today will be conducted by a single ballot for those in person or an electronic ballot for those voting online. We will, therefore, continue with the next item of business, which is the appointment of the REIT's auditors and you will be prompted to vote on the election of each trustee after the presentation of all business items for this meeting. We will now move to the appointment of the auditors. Authorization of the trustees to fixed remuneration. Based on the proxies received by the scrutineer in advance of the meeting, the audiences who received votes in favor, representing at least 99% of the votes cast May I have a motion to appoint the auditors and authorize the trustees to fix their remuneration.

Mr. Chair, I [indiscernible] Ernst & Young LLP be reappointed auditor First Capital REIT to hold office until the next Annual Meeting of Unitholders or until their successors are appointed and to authorize the trustee of the remuneration.

Mr. Chair, I second the motion.

Thank you. The next item of business is the advisory resolution regarding First Capital's approach to executive compensation, which is disclosed in detail in the circular. A copy of the resolution is set out in the circular. Based on the proxies received by the scrutineer in advance of the meeting, the Say on Pay advisory vote has received both in favor representing at least 98% of the road cast. May I have a motion to approve on a nonbinding advisory basis, First Capital's approach to executive compensation.

Mr. Chair, I lost at the nonbinding advisory resolution on the REIT's approach to executive compensation in the form set out in the circular be approved.

Thank you. A second?

Mr. Chair, I second the motion.

Thanks you. The next item of business is to consider a resolution reconfirming and approving First Capital REIT second amended and restated unitholder rights plan. A copy of the resolution is set out as Appendix A1 circular. Over 91% of the votes cast in advance of this meeting are in favor of the resolution to reconfirm and approve First Capital REIT's second amended and restated unitholder rights plan. May I have a motion that the resolution in the form attached to the Appendix 1 with the circular, reconfirming and approving First Capital REIT's second amended and restated unitholder rights plan be approved.

Mr. Chair, I move that the resolution in the form attached as Appendix A1 to the circular reconfirming and approving First Capital REIT's second amended and restated Unitholder Rights Plan B.

Second?

Mr. Chair, I second the motion.

Thank you. The next item of business is to consider and if deemed advisable, pass a resolution authorizing the proposed amendments to the REIT's Restricted Trust Unit Plan copy of the resolution is set out as Appendix E1 to the circular. Over 98% of the votes cast in advance of this meeting are in favor of the resolution to authorize the amendments to the restricted trust unit plan. We now have a motion that the resolution in the form attached to Appendix E1 to circular authorizing amendments to the rerestricted Trust unit plan be approved.

Mr. Chair, I move that the resolution in the form attached as Appendix 1 to the circular authorizing amendment for the Research for to trust unit plan via approved.

Second?

Mr. Chair, I second the motion.

Thank you. As this is the last item of business, you will now be prompted to register your vote in respect of each of today's business items. For those of you attending the meeting in person, please complete the ballot that was provided to you when you arrived today. Once voting is complete, the scrutineer will collect your ballot. For those of you attending the meeting online, please register your votes by accessing the voting page when prompted and make your selections in respect of each of today's business items -- once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. I'll take a few moments for the completion of the ballots and then we'll move on with the remainder of the meeting. We will provide registered unitholders and duly appointed proxy holders approximately 2 minutes to complete the ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. We will reconvene in a few moments. [Voting]

This brings us to the end of voting on items of business before this meeting, and I therefore declare the polls closed. Thank you for casting your votes. The scrutineer will tabulate the votes cast, and we will report back on the results momentarily. Following this formal portion of the meeting, there will be a question-and-answer period. Results I'm pleased to report we have now received the preliminary building results from the scrutineer on the 6 items of business. The formal voting results will be made available on SEDAR following the meeting. On the election of trustees, the voting results show that each trustee nominee has received the required number of votes in favor of his or her election. Accordingly, I declare that the proposed trustee nominees have been duly elected as trustees of the First Capital REIT to hold office until the next AGM of unitholders or until they resign or their successors are duly elected or appointed. On the election of auditors, the voting results show that the required number of votes cast were in favor of the reappointment of Ernst & Young LLP as the auditors of First Capital REIT. I declare that Ernst & Young LLP are reappointed auditors of First Capital REIT and that the trustees are authorized to fix the auditors remuneration. On the advisory vote on First Capital's approach to executive compensation, the required number of the votes cast were voted in favor of First Capital's approach to executive compensation. The motion is carried and the resolution is approved. On the reconfirmation and approval of First Capital REIT's second amended and restated unitholder rights plan set out in the resolution attached as Appendix A1 to the circular the required number of votes has been -- were voted in favor of the resolution. The motion is carried and the resolution is approved. On the authorization of the amendment to the REIT's Restricted Trust Unit Plan set out in the resolution attached as Appendix 1 to the circular. The required number of votes cast were voted in favor of the resolution. The motion is carried and the resolution is approved. We've now come to the end of the formal portion of the meeting. We will terminate the meeting. Now may I have a motion to terminate the meeting?

Mr. Chair, I move that the meeting terminate.

Second?

Mr. Chair, I second the motion.

Thank you. I declare the meeting terminated.

We will now move to the Q&A, the question-and-answer portion of the meeting. Alison have received any questions online. Some questions have been received by line. Are there questions in the room? All right.

[indiscernible] -- very good first time here. we reached slightly which -- so that's good news. I read very cautiously on later time everybody help with it. And I assume also the management's provider number you have out as on digital on February 2024. -- the performance of the units question is actually very doable. In the last meeting, we peak updates capital. From September 22, 2022, Beta will come up with the capital enhancements jumbo other name plan has been closed for 4% in because even 5 months -- my question is, are you aware about the return since the plan was announced in the 2013 state comparison that you shared in February question number one. Question number two, you were the fact that or CEO -- to and since 2019 constable transaction the company delivered a -- it actually you were at or about underperformed peers on the in each 1 of these niche lodestar the whole time in September 2020. You're aware of it. I read like tools the explanation more billion effect

Yes. Look, the strategy for First Capital, this is corroborated from feedback from the vast majority of investors who very well articulated and well understood. No surprises. And this management group and Board have ensured very strong execution of that plan. And our unitholder returns support that. Our unitholders, the vast majority of the feedback for many years has been doing what you're doing. On any typical standard measure of time, whether it's 1 year, 3 year, 5 year, we've outperformed all of our retail peers. We have significantly outperformed the S&P/TSX cap REIT Index. And we are going to continue to do what we said we will do and execute our strategy -- that's actually incorrect. And I'm not going to debate it.

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Our peer group as consistently laid out in our management information circular includes good groups that you mentioned. It includes CT REIT. It includes Rio Cannery and it includes smart Centers Red. -- other peer group. And that's what our long-term performance is benchmarked off when it comes to total unitholding returns. The other group is the TSX cap REIT index. -- until quarter end, they're actually better today, but this takes you to March 31, 2026. SP1 Other and the fact that you compete with peer, which is choice we told you the competitors that we've identified as our peer has yielded -- the billion is that every the need I'm not going to debate the story. It's in print -- you can Sorry, do you have questions or $50 reached such a low put in the market at isonomy. My question to you, why you see this area we will ethanol. Why do you see a underperformance market grew this quality in North America for any peak the exception of the last year. So this is the answer. We have not underperformed. What's your next question? But consistent with anything else that comes out with the company -- what's your next question.

Are there other questions on the floor? If not, then I'll call the meeting closed. Thank you for your attendance. See you again.