RFA Financial Inc. (RFA) Earnings Call Transcript & Summary

Good morning, everyone. Welcome to the first Annual Meeting of Shareholders of RFA Financial, Inc. following the completion of its business combination transaction with Artis Real Estate Investment Trust. My name is Samir Manji, I serve as the Executive Chair of the Board of Directors of RFA Financial. I look forward to connecting with many of you today in person. For those who are unable to join us in person, we have provided a live audio webcast, a replay of which will be available on the RFA financial website following today's meeting. Before we get started, I would like to introduce our current directors, most of whom are here with us in person. Richard Bradley, Heran Erwin, Stephen Joyce, myself, Jackie Moss, Ben Rodney, Jeff Royer, Mike Shake and Liz Wigmore. In addition, I'd like to introduce our proposed director nominees who will be joining the existing incumbent directors following today's AGM. William, Mario Cassiano, Peter Churchill Smith, Nora Balderston and D. Paterson. I would like to also introduce members of our management team, in particular, our executive team who are in attendance today. Ben Rodney, President and Chief Executive Officer; Jaclyn Koenig, Chief Financial Officer; and Melody Lo, Chief Operating Officer. I will now move to the formal business of the meeting. I call this meeting to order. In accordance with RFA's bylaw #1, I will preside as Chair of this meeting and I appoint Carol Watson, the Corporate Secretary of RFA to act as Secretary for the meeting. I appoint Odyssey Trust Company to act as scrutineer for the meeting. Rebecca Liu is here to represent Odyssey. The notice calling this meeting and related management proxy materials were mailed to all shareholders of RFA. As the confirmation of mailing is available for inspection by any shareholder, I will dispense with calling for a reading of the notice of meeting and direct that a copy of the confirmation be kept by the Secretary with the minutes of the meeting. I'm advised by the secretary who has the scrutineers report on attendance that a quorum is present. The scrutineer reports that there are 48 shareholders present in person or by proxy at today's meeting, representing approximately 58 37% of the issued and outstanding common shares. I direct that a copy of the scrutineers' complete report on attendance be kept with the minutes of the meeting. Notice having been given and a quorum being present, I declare this meeting to be regularly called and duly constituted for the transaction of business. I would like to make a few comments with respect to the procedures at this meeting. There will be an opportunity for registered shareholders and proxy holders in attendance to ask questions on each motion. If you have a question, please use the microphone at the side of the room and indicate your name, which entity you represent, and confirm if you are a registered shareholder or duly appointed proxy holder. Following each motion, I will ask if there are any related questions. We will announce the preliminary results of voting at the end of today's meeting, and the official results will be filed on SEDAR + and available on our website. In order to facilitate the proceedings for today's meeting, I have asked Melody Lo and Jaclyn Koenig to move and second the proposals related to the items of business identified in the notice of meeting. As the first item of business, the annual financial statements of RFA for the year ended December 31, 2025, and the auditor's reports thereon are hereby placed before the meeting. Copies of the annual financial statements of RFA and Artist for the year ended December 31, 2025, are available at the meeting today. These documents are also publicly available on SEDAR+. We will now proceed with amending the articles of RFA to increase the maximum size of the Board of Directors from 10 to 14, which is to be approved as a special resolution. It is proposed that articles of RFA are to be amended to increase the maximum size of the Board of Directors from 10 to 14 in accordance with the OBCA and that any officer of RFA is authorized to execute and deliver all documents and take all actions as may be necessary to give effect to the amendment. May I have a motion?

I so move. .

I second the motion.

Thank you. Are there any questions specific to this motion -- as there are no questions, I will ask those in favor to please raise your hand. All those against this motion, please raise your hand. I declare the motion carried. It would have been a big problem if we can get that first 1 through. We will now proceed with authorizing the Board of Directors to be empowered to fix the number of directors to be elected at this meeting, which is to be approved as a special resolution. It is proposed that the directors are to be authorized and empowered to determine by resolution from time to time, the number of directors of RFA within the minimum and maximum number of directors provided for in RFA's articles. May I have a motion?

Chair, I so move.

I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I ask all those in favor to please raise your hand. Thank you. All those against this motion, please raise your hand. I declare the motion carried. We will now proceed with the election of directors for the ensuing year, which is to be approved as an ordinary resolution. I will now receive nominations for the election of directors. .

Chair, I nominate for election as director each of Richard Bradley, Heather Ann Erwin, Stephen Joyce, Samir Manji, Jaclyn Moss, Ben Rodney, Jeffrey Royer; Mike Shake, Lis Wigmore, William sine, Mario Cazarano, Peter Churchill Smith, Nora Osbaldiston and D. Patterson serve, until the next Annual General Meeting of Shareholders. .

I second the nomination for election as director.

As RFA has not received any other nominations, I hereby declare the nominations closed. Are there any questions specific to this motion -- as there are no questions, I ask all those in favor to please raise your hand. Thank you. All those against this motion, please raise your hand. I declare the motion carried. We will now proceed with the reappointment of the auditors of RFA, which is to be approved as an ordinary resolution. It is proposed that Ernst & Young LLP be reappointed as external auditors of RFA until the next Annual Meeting of Shareholders and that the directors be authorized to fix their remuneration. May I have a motion?

Chair, I so move.

I second the motion.

Thank you. Are there any questions specific to this motion. As there are no questions, I ask all those in favor to please raise their hand? Thank you. All those against the motion, please raise your hand. I declare this motion carried. I've been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of today's motions by the necessary margins. As such, I declare each of the resolutions considered at today's meeting as carried. The exact number of votes cast in respect of each matter will be filed on SEDAR + and by press release, which will also be made available on our website. That concludes the formal business brought before the meeting. I now declare this meeting to be closed, and I thank you all for attending. We do not have a formal presentation nor a Q&A session. However, the directors and members of the executive team are all available following the formalities. For those who would like to stay back and ask any questions or have any discussions. So with that, we're just -- on behalf of the Board and the management team, I want to thank all of you for joining here at our inaugural meeting of shareholders of RFA Financial. Thank you very much.