First Capital Real Estate Investment Trust (FCRUN) Earnings Call Transcript & Summary

Hey everyone. I'm Adam Paul, I serve as President and CEO of First Capital REIT. And it is my pleasure to welcome you to the special meeting of First Capital unitholders. The purpose of today's meeting is for unitholders have the opportunity to vote on a transaction that effectively amounts to the sale of the company at a very compelling valuation. Chair of the Board, Paul Douglas, will chair a formal meeting, which will include the results of the unitholder vote. But before the formal meeting begins, I wanted to take this opportunity to share a few reflections on how FCR has evolved over the last few years. So going back to early 2024, we held our Investor Day, during which we introduced a very clear 3-year strategic plan. And that plan is built on the optimization plan that we had first outlined in 2022. At its core, the 3-year plan focused on how best to achieve the following 3 objectives for our investors. Stability and growth on a consistent basis of FFO per unit, growth in net asset value per unit and reliable, consistent monthly cash distributions to our investors and growth in those distributions over time. We also presented the strategy we developed to achieve both the plan and the strategy. And notably, we received very strong support from our investors for both the plan and the strategy. Since we introduced the plan a little over 2 years ago, operating FFO per unit has grown at an average rate of roughly 6% per annum. Net asset value has increased by 3% in total and we increased our monthly distributions by 3% at the beginning of last year, and we increased them by another 2.5% at the beginning of this year. And notably, we were able to achieve those strong results while simultaneously strengthening our balance sheet with debt to EBITDA improving by roughly 100 basis points to the low 9s. These results reflect discipline, they reflect focus and they reflect effective execution across the entire organization. And most importantly, those results have translated into value for our investors. As of the date, just prior to the announcement of the proposed transaction, First Capital's total unitholder returns outperformed all of our retail peers and the TSX REIT index on a 1, 3 and a 5-year basis. That performance and that consistency has led us to the compelling transaction before you today. Unitholder voting will be finalized during the formal meeting in a few minutes. But based on the results as of the end of the day yesterday, we have received overwhelming investor support to approve the transaction. So with that, we are approaching the close of the FCR era. Behind the results behind the strategy behind the proposed transaction is a remarkable group of people. First and foremost, my partners on the executive leadership team; Neil Downey, Alison Harnick, Jordie Robbins, Carm Francella, Michele Walkau. This executive team has consistently demonstrated best-in-class leadership, especially in achieving the objectives set out in our 3-year plan. And beginning on the date that the opportunity to pursue this transaction first emerged and extending through to, to date, we require this executive team to perform beyond reasonable expectations, and they have done just that. So on behalf of our investors, thank you for your unwavering focus in achieving what is in the best interest of our unitholders. So all other First Capital employees, both past and present, thank you for your dedication, for your resilience and for your pride in what we have built together. So next, our Board of Trustees, Ira Gluskin, Al Mawani, Gary Whitelaw, Leonard Abramsky, Vivian Abdelmessih, Ian Clarke, Annalisa King, Dayna Gibs and, of course, Paul Douglas. We have been tested over these past few years, and you have consistently demonstrated sound judgment and integrity at the highest level. As we close this chapter, I also want to acknowledge Gazit because Gazit effectively founded First Capital roughly 25 years ago. And on a personal note, I want to thank Chaim Katsman and Dori Segal for the opportunity to lead this organization nearly 12 years ago. It has been a great privilege. Finally, to our investors, who I'd like to thank for their trust, your support, your long-term commitment to First Capital. And just before I pass the podium over to Paul Douglas, who will start the formal chair of the meeting, Paul, I know that I speak on behalf of the entire Board when I say that your steady leadership has been absolutely critical through our journey, including getting through this transaction. And thank you very much for everything you've done for me. Thank you very much.

Thank you, Adam for the kind words. Good morning. My name is Paul Douglas, and I'm Chair of the Board of the Trustees of First Capital Real Estate Investment Trust and I would like to welcome everyone to our special meeting of unitholders in connection with the proposed acquisition of First Capital pursuant to a court-approved plan of arrangement. Our meeting is being held in hybrid format virtually through the Lumi platform and in person at the offices of Stikeman, Elliott in Toronto. I will chair the meeting and then Alison Harnick will act as Secretary. First, we would like to discuss how voting and questions will be addressed in this hybrid format. Registered unitholders or duly appointed proxy holders who wish to vote at the meeting may vote either in person or online through the online platform. Registered unitholders who submitted a valid proxy events of 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 vote tabulation. Voting in person on all matters will take place by the ballot that was provided to you when you arrived today. The ballot distributed to you includes the only item of business being voted on today, the arrangement resolution. You will be given the opportunity to vote after the presentation of the arrangement resolution. Please do not return your ballot until told to do so. That time, the scrutineer will come around and collect your ballot. Once the ballots are collected, we will take a short recess to allow the scrutineer to tabulate the ballot results and report the results of the vote. For the purposes of meeting today, voting online will be conducted by a single electronic ballot. Registered unitholders and duly appointed proxy holders will be given the opportunity to vote after the presentation of the arrangement resolution. Registered unitholders who choose to vote by electronic ballot at the meeting will be revoking any previously submitted proxies, 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 the 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 your votes 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 meeting have been induced and prior to the voting period, we will only address any questions related to such motions. All other unrelated questions will not be addressed. 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 when recognized by the chair, addressing their comments or questions 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. For those attending the meeting virtually, questions in respect of a motion may be submitted by any registered unitholder or be the appointed proxy holder using the instant messaging service of the Lumi 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 the arrangement, resolution and prior to the voting period. 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. To ensure fairness for all attendees, the Chair will decide on the amount of time allocated to each question and may limit, consolidate or decline questions. 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 proposal, which is called for in the notice of the meeting. We only have 1 formal matter of business to be voted on today, which is a special resolution approving a proposed plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act and Section 60 of the Trustee Act Ontario, involving First Capital 17853335 Canada, Inc., Premier Acquisition LP, KingSett Real Estate growth LP #8 and Choice Properties Real Estate Investment Trust. We are very pleased to be bringing this important matter before our unitholders to vote on today. For all of the reasons set forth in the management information circular, your trustees have unanimously recommended that unitholders vote their REIT units in favor of the arrangement resolution. Before we start, I would ask Alison to provide the necessary caution regarding forward-looking statements.

Thanks, and good morning. On behalf of those speaking today, both as part of the formal meeting and before and after the formal parts of the meeting, I would like to note that their comments may include forward-looking information and forward-looking statements within the Canadian securities laws, and they may refer to non-IFRS financial measures. Details regarding forward-looking statements and non-IFRS financial measures can be found in the REIT's period securities filings including our most recent MD&A, 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 includes all information other than statements of current and historical facts are qualified by the cautionary statements found in First Capital management information.

Thank you. The meeting will now come to order. I have appointed representatives of Odyssey Trust Company, the REIT's transfer agent to act as scrutineers. Notice of the meeting, together with the management information circular and other applicable meeting materials was mailed to unitholders on or about Monday, May 25, 2026. I direct that a copy of the affidavit of mailing be attached as a schedule to the minutes of this meeting. Forum for the transaction of business at this meeting is 2 or more persons present in person or virtually or represented by proxy being unitholders or representing unitholders by proxy who hold in the aggregate not less than 25% of the votes attached to all the outstanding REIT units as at the record date. The scrutineer has confirmed that 159,120,941 proxies representing 74.86% of the 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 and directed a copy of the final scrutineers' report on the attendance be attached as a schedule to the minutes of this meeting. As mentioned, the only item of business at today's meeting is to consider and if thought advisable, to pass with or without variation, a special resolution to approve a proposed plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act and Section 6 of the trustee ad Ontario, involving First Capital, 17853335 Canada Inc. Premier acquisition LP, KingSett Real Estate Growth LP #8 and Choice Properties Real Estate Investment Trust. The full text of the arrangement resolution is set out in Appendix A as a management information circular of First Capital dated May 21, 2026. Each REIT unit carries 1 vote on the arrangement resolution. The arrangement resolution must be approved by at least 2/3 of the votes cast by all holders of the REIT units present in person or virtually or represented by proxy at the meeting; and b, a simple majority of the votes passed by the unitholders present in person or virtually or represented by proxy at the meeting, excluded for this purpose of votes of persons whose votes are required to be excluded pursuant to multilateral instrument 61-101. The Board Trustees has unanimously determined that the arrangement is in the best interest of the REIT and recommend that unitholders vote in favor of the arrangement. Based on the proxies received by scrutineer in advance of the meeting, 99.78% of the units represented in person or by proxy at this meeting are in favor of the arrangement resolution. Furthermore, excluding the votes of persons whose votes are required to be excluded multilateral instrument 61-101, 99.71% of units represented in person or in proxy at this meeting are in favor of the arrangement resolution. Are there any questions or comments regarding this matter from registered unitholders or proxy holders in the room?

[indiscernible]?

No, the answer was we stuck to the deal that we had --

And then the next price change [indiscernible]?

The answer is no to the 2350.

And that resulted in a [indiscernible] and for [indiscernible]. My next question is [indiscernible].

I'm not sure we understand the question, [indiscernible]. A lot of partner [indiscernible].

So there's not a recommendation at a simply a statement that you do want to do that.

Very clear [indiscernible] is that you should see your own professional. So again, that -- we don't know the use getting the flight to the market per position if you choose the shelf, I get something more than that. inflow and I would like to --

Well, I'll have to before [indiscernible]. So my opinion has not changed all different [indiscernible] a long time. I look at the change [indiscernible].

Well, I want to give you the latitude to speak, but if you're going to make some kind of a --

[indiscernible].

Well, the facts that you are presenting.

[indiscernible]. However, in the month -- 4 months on demise thanks to seaports not impossibly taken first [indiscernible]. consistent long-term strategies and sponsorship. Moreover, in my opinion, this transaction finally crystallized is clearly quantified [indiscernible]. These field equity [indiscernible].

Sorry, this is I'm going to stop I think this is --

This is what happened in last year. So I'm actually very happy to start taking on exchange.

We're going to stop.

[indiscernible].

We're not going to debate history, and we're not going to speculate on what stock price -- enough. This has nothing to do with the motion. So I'm going to stop you there. Thank you. You're consistent in your views. I will now entertain a motion to approve the arrangement resolution in the form attached as Appendix A to the management information circular. Could I please have a motion for such resolution?

Mr. Chair. My name is Michele Walkau, and I'm a unitholder of First Capital REIT. I move for the arrangement resolution to be approved.

Mr. Chair, my name is Noah Parker. I'm a unitholder of First Capital REIT and I second the motion. Thank you. We'll now vote on the arrangement resolution. 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 the arrangement resolution. Once the electronic balloting closes, the voting page will disappear, and your vote will automatically be submitted. We will wait a few moments for the completion of the ballots and then 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 the voting on the arrangement resolution, we will reconvene in a few moments with the scrutineer's report and voting results. [Voting]

This brings us to the end of voting on the arrangement resolution 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. I'm pleased to report the arrangement resolution has received the required number of votes cast in favor by the unitholders. I declare that the motion is carried and the arrangement resolution is approved. I direct that the final results of the vote will be included with the minutes of this meeting. As noted, we will issue a news release with the voting results and detailed voting results will also be filed on SEDAR+. I want to thank everyone here and all those who have worked so hard to bring us to this point today. We appreciate the support of our unitholders and look forward to continuing to move the proposed arrangement forward. As we have come to the end of the formal portion of the meeting and there being no further business to come before this meeting, we will terminate the meeting now. Now I have a motion to terminate the meeting.

Mr. Chair, I move that the meeting terminate.

Mr. Chair, I second the motion.

Thank you, both. I declare the meeting terminated. On behalf of the Board and management, thank you for taking the time to join us today for the First Capital REIT's Special Meeting of Unitholders.