Pro Real Estate Investment Trust ($PRVUN)

Ladies and gentlemen, welcome to the Annual Meeting of PROREIT. My name is Martin Cote, and I'm the Chair of the Board of PROREIT. It is a pleasure for me to welcome all of you at the Annual Meeting of Unitholders of PROREIT. Thank you for joining us today. I would also like to welcome all those joining us via webcast. I would like to introduce the members of our senior management team who are present with us today. I would ask that they stand as I do so. Gordon Lawlor, our President and Chief Executive Officer and Member of the Board; Alison Schafer, our Chief Financial Officer and Secretary; Zach Aaron, our Vice President, Investments and Asset Management; Isabelle Monte, our Senior Manager, Human Resources and Administration. I would like now to introduce to you the other trustee nominees who are present here today who are present here today. I would ask that they stand as I do so. James Beckerleg, Co-Founder of the REIT, not there. Shnoradavi, Ken McKinnon, Steen Pound, Stephen Scott. Let us proceed with the business of the meeting as set forth in the notice of meeting. I have received an affidavit of a representative of TSX Trust Company as to the due mailing to unitholders of the notice calling the Annual Meeting of Unitholders, the information circular and the form of proxy for the meeting. Additional copies are available in the registration area. I would ask the Secretary to place this document before the meeting. I request that a copy of the notice of the annual meeting of unitholders, together with the affidavit attesting to the mailing of the notice, the information circular and the form of proxy be kept by the Secretary with the records of the meeting. I have been advised by the secretary that prior to the meeting, proxies were received from the holders of more than 26.7 million units or more than approximately 39.6% and of the voting rights attached to the units entitled to be voted at the meeting. As a result, we have a quorum for the meeting, and I declare the meeting to be regularly called and properly constituted for the transaction of business. The scrutineers' report will be provided to the Secretary of the meeting and will be incorporated into the minutes of the meeting. The minutes of our last meeting of unitholders are available here today with the Secretary. I would now like to explain our voting procedures. As you may know, most of the trust units of Pro REIT are held through brokers in book entry form. To vote, each holder of trust units held in book entry form must have previously submitted instructions or designated representative to attend on his or her behalf. All other trust units and the special voting units are registered in the name of the persons holding them directly and may be voted in person or by proxy. Trust units held in book and reform, trust units registered in the name of the persons holding them as special voting units are collectively referred to as units and the holders of such units are referred to as unitholders. In view of the necessity of attending to various formal matters at the meeting, the Secretary has asked certain unitholders to propose and second motions. While this procedure will assist the handling of the formal matters, it should not discourage any unitholders or proxy holders from speaking in reference to any motion after it has been proposed and seconded. If you wish to speak, please identify yourself and state whether you are a unitholder or a proxy holder, in the interest -- sorry, the unitholder or proxy holder. In the interest of fairness to all unitholders, I would ask you to be brief with your questions and remarks limiting them to matters directly related to the meeting or to the REIT's business generally. Following the formal business of the meeting, there will be a management presentation and question period with unitholders and proxy holders. Alternatively, after the meeting, you may also leave your questions along with your name and address at the registration desk. I would also like to caution you by stating the following on behalf of those speaking today. Forward-looking statements may be made during this meeting or during the discussion following the formal part of the meeting, and there are risks that actual results could differ materially from forecast, projections or conclusions in looking for -- forward-looking statements. You may find additional information about such risks and assumptions that could cause actual results to differ. The forward-looking to differ in the forward-looking statements section and the Risk Factors section of our annual information form, which is available on [indiscernible]. The first item in the presentation of the consolidated annual financial statements of the REIT for the year ended December 31, 2025. And together with the auditor's report thereon. The financial statements were mailed to unitholders and additional copies are available in the registration area. Copy of the 2025 financial statements has been placed before the meeting by the Secretary. Thank you. The next item of business is the election of trustees to the Board of Trustees for the term expiring at the close of the next annual meeting of the unitholders in 2027 or until their respective successors are elected or appointed as they otherwise cease to hold office. As stated in the information circular, that has been sent to the unitholders prior to the meeting, 10 trustees are to be elected at the meeting, 10 trustees are named in the information circular. Stated in the information circular, the trustees of the REIT have adopted a policy that entitles each unitholders to vote for the nominees for election by the unitholders on an individual basis. In addition, the trustees have adopted a policy stipulating that if the votes in favor of a nominee for election as trustee of Pro REIT by the unitholders represent less than the majority of units voted and withheld, the nominee will submit his or her resignation promptly after the meeting for the consideration of the Board. Mr. Zach Aaron, would you please propose the nomination for the election of trustees?

Mr. Chairman, I nominate the following persons for election as trustees of the REIT to hold office for a term to expire immediately following the annual meeting of unitholders in 2027 or until their respective successors are elected or appointed or they otherwise cease to hold office James Becker [indiscernible], Vincent Chiara, Martin [indiscernible], [indiscernible] Gordon Lawler, Henrik McKinnon; Christine Pound, Stephen Scott, Deborah Shafner, Ronald Smith. Thank you.

Thank you. Certain advanced notice provisions are included in Pro REIT's declaration of trust and any additional nominations must be made in advance of the meeting in accordance with the terms of the advanced notice provisions. No other nominees were proposed prior to the meeting. Since there are no further nominations, I declare the nominations closed. As the number of persons nominated is equal to the number of trustees required to be elected, I propose with the consent of the meeting not to take a formal vote on the election of trustees. Therefore, I confirm that the 10 persons who were nominated as trustees have been elected as trustees to hold office for a term to expire immediately following the annual meeting of unitholders in 2027 or until their respective successors are duly elected or appointed or they otherwise cease to hold office. For the information of the meeting, will the Secretary please announce the number of units represented by proxies received that were in favor of each of the 10 nominees.

Mr. Chairman, prior to the meeting, proxies were received in favor of the election of each of the 10 nominees as trustees for the holders of at least approximately 26.2 million units, or not less than approximately 98% of all units represented at the meeting. .

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The meeting will now vote on the motion. Based on the proxies received from unitholders, which are to be voted on this matter, if a ballot vote were conducted on this matter, more than 99% of the units represented by such proxies. At the meeting would be voted in favor of the reappointment of MNP LLP as the auditors of the REIT. Therefore, I propose to take the vote by a show of hands. All those in favor, please signify by raising your hand. [Voting]

Thank you. Any withhold? [Voting]

The motion is carried. I declare that MNP LLP are appointed as auditors of the REIT until the next annual meeting or until their successors are appointed and that the Board of Trustees of the REIT is authorized to fix their remuneration. As there is no further business, I would ask Mr. Aaron for a motion concluding the meeting. This will be this will be followed by a presentation by management and a question period for unitholders.

Mr. Chairman, I move that the meeting be concluded.

Ms. [indiscernible], would you please second the motion?

Mr. Chairman, I second the motion.

All those in favor of the motion, please signify by raising your hand. [Voting]

Any oppose? [Voting]

The motion is carried. [Foreign Language] The Board is confident in [indiscernible] leadership, the quality of its industrial portfolio and strategy for the future. On behalf of the Board, I sincerely thank Gordy Lawler and all Pro REIT employees for their discipline, commitment and professionalism throughout this important period for the REIT I want to extend a particular thank you to Jim Beckerleg, our Vice Chair and my predecessor as Chair, who's experience and counsel, I've been fortunate to rely on throughout this past year. Thank you, Jim. I'm also grateful to each of my fellow trustees for their wisdom, engagement and judgment they bring to our deliberations. Finally, I thank our unitholders for their continued trust and support. With that, I would like to invite Gordy Lawlor to share a few remarks. Thank you.

Thank you, Marta, and thank you for your leadership and guidance during your first year as Chairman. [indiscernible] you have a new or not assembly. 2025 was a defining year for Pro REIT as we successfully completed and transformation into a pure-play industrial REIT. This milestone marked the achievement of a strategic objective we first established 3 years ago, which positioned us for the next phase of growth. Our ability to achieve this transformation reflects the disciplined execution of our strategy and the dedication of our employees across the organization. Over this period, we repositioned our portfolio, strengthened our balance sheet and enhance the quality of our assets to support sustainable long-term growth. Dave [indiscernible] is a stronger, more focused and scalable platform, reflected in a refreshed logo and tagline, strong foundations, industrial edge. In 2025, we also delivered strong financial and operational performance by owning 10 fewer properties than a year ago, we generated NOI growth of 8.4%, demonstrating the enhanced earnings profile of our industrial-focused platform. . Building on the strong same property NOI we've consistently achieved over the last several years. We delivered another solid increase of 8.8% in 2025. During the year, we strengthened our balance sheet through continued leverage reduction, prudent financial management and successful completion of $42.1 million equity investment through our strategic partnership with Parket Enterprise Inc. We entered 2026 with a solid operational momentum. During the first quarter, we achieved growth in revenue, NOI and AFFO, delivered strong same story -- sorry, same property NOI growth in the quarter, reflecting the strength of our tenant base and embedded lease growth across our portfolio. We also further reduced our leverage and enhanced our financial flexibility. 2025, we're active on the transaction fund, completed the disposition of 17 noncore properties for approximately $71 million. At the same time, we expanded our industrial portfolio through the acquisition of 7 properties in Winpak from [indiscernible] in for approximately $102 million. We also continue to execute on our capital recycling strategy with the sale of a 50% co-ownership interest in an industrial property located in [indiscernible] to Scotia. [indiscernible] is our share of the transaction generating gross proceeds of approximately $6 million. Subsequent to quarter end, we acquired a newly built industrial property in [indiscernible], New Brunswick, approximately $12 million and entered into a binding agreement for the sale of the remaining noncore retail property in Baton Burns for gross proceeds of approximately $1.4 million [indiscernible] or evolution on platform industrial to [indiscernible]. Our focus on small and mid-bay industrial assets and high-performing secondary markets continues to position Pru for sustainable growth. In 2025, Halifax, Winnipeg and Ottawa all outperformed the national average for industrial rent growth, reflecting the strength of our markets. [indiscernible] is now among the top 3 industrial landlords in Winnipeg, a market supported by a diversified economy and strong industrial fundamentals. In Ottawa, increased defense spending supporting near-term demand for both small and win bay industrial space. Atlantic Canada also remains a key differentiator for Previ. The region continues to benefit from record levels of infrastructure investment growing port activity and increased defense-related spending, all of which are expected to support sustained industrial demand over the coming years. Halifax specifically, industrial rents reached record highs by the end of March of this year. One of the key attributes of our platform today is significant embedded growth within our portfolio. Leasing activity was very strong through 2025 and early 2026. To date, we've renewed 77% of GLA maturing in 2026 at average positive spreads of nearly 35%, reflecting our strong leasing environment. Several lease renewals commenced in 2026, including -- include rental increases of 40% to 45%, highlighting the strong mark-to-market opportunity embedded within our portfolio. These higher rental rates gradually take effect over the coming quarters, we expect them to generate meaningful incremental cash flow. On the sustainability front, we advanced initiatives across our portfolio and operations in 2025, building on the framework and disclosures provided in our 2024 report. We look forward to providing an update with the publication of our 2025 report later this year. We remain attentive to evolving ESG requirements and stakeholder expectations while maintaining a practical approach aligned with our long-term business strategy. Our vision to be the read of choice in Canada's industrial sector is to be by delivering excellence growth and long-term value. For the past several years, Proithis successfully transformed into a pure-play industrial REIT. Today, we operate a high-quality industrial portfolio concentrated in our high-performing secondary markets across Canada. Looking ahead, we'll continue to execute our strategy through disciplined capital allocation, active portfolio optimization and selected growth opportunities that support long-term value creation. In closing, I'd like to extend my SER appreciation to our employees for their dedication and professionalism, our tenants for their continued trust and partnership. My fellow trustees for their guidance and support throughout the year. And of course, to our unitholders. Thank you for your continued confidence in Pori. Through your trust and support that we approach the future with confidence ambition and determination. We'll now take questions from unitholders. Following the Q&A, I'm pleased to invite you all to share a light lunch with us, which will provide the opportunity for more informal discussions. As a reminder, if you have any questions, please identify yourself and state whether you are a unitholder or a proxy holder. Do you have any questions? Hearing none, this concludes today's meeting. Thank you again for joining us. [Foreign Language]