SmartCentres Real Estate Investment Trust (SRUUN) Earnings Call Transcript & Summary

Good morning. I want to thank you all for joining us today. This is the Annual General Meeting of the holders of units and special voting units of SmartCentres Real Estate Investment Trust. The meeting will now come to order. My name is Mitchell Goldhar and I'm the Executive Chairman of SmartCentres and a trustee. Before we start the formal portion of the meeting, I will introduce the other trustees and officers of SmartCentres who have joined us today. Our trustees are: Garry Foster, Greg Howard, Jamie McVicar, Sharm Powell, Kevin Pshebniski, Michael Young and Peter Forde. In addition to myself, our officers are Peter Sweeney, Chief Financial Officer; Rudy Gobin, Executive Vice President, Portfolio Management and Investments; Mauro Pambianchi, Chief Development Officer; Allan Scully, Executive Vice President, Development; and Paula Bustard, Executive Vice President, Development. As we announced in the management information circular, Kevin Pshebniski is not standing for reelection as a trustee after serving on the Board for years -- for 20 years. Over this time, SmartCentres REIT has benefited greatly from his immense contribution, both related to his development background and beyond. I have enjoyed working with Kevin. Kevin is a fellow developer and Kevin has built his own company in his own right. In the categories that matter most: decency, forecasting, respectfulness, reliability and honesty, Kevin is a heavyweight. Kevin is not up for reelection for Board rotation reasons. His large contribution has been enjoyed by this REIT and its unitholders up until his last day. Kevin was part of our original REIT IPO and has actively participated on various Board committees. Kevin, you will be missed, but your fingerprints will be intact as we move into our next chapter here at SmartCentres REIT. My fellow trustees and officers of SmartCentres are honored to have served with Kevin, and we wish him all the best. I would also like to welcome and introduce Janet Bannister and Sylvie Lachance has who are both on today's call and are standing for election as trustees in today's meeting. I am very much looking forward to working with you both, and I'm very excited to welcome you on board, so to speak. Michael Young will say a few words about Janet and Sylvie shortly. Michael Young is the Lead Independent Trustee of SmartCentres, and will be the Chairman for this meeting.

Thanks, Mitch. As this meeting is being held virtually by a live audio webcast, I will first set out a few matters to ensure the orderly conduct of the meeting. For the purposes of the meeting today, voting on all matters will be conducted by way of electronic ballots by an online poll. The poll will be open for all matters throughout the meeting following the reading of the first item of business. We will briefly pause after the discussion of each item of business to allow registered unitholders and duly appointed proxy holders time to vote. But note that the electronic ballots may be cast anytime while the poll remains open. If you have voted your units prior to the start of the meeting, your vote has been received by the scrutineer, and there is no need to vote during the meeting unless you wish to revoke or change your vote. Questions in respect of a motion can be submitted by any registered unitholder or duly appointed proxyholder using the Instant Messaging service of the virtual interface. Questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. In the unlikely event of a serious unforeseen technological issue, which prevents the meeting from continuing, the meeting will be rescheduled. I would also like to caution you by stating the following. Forward-looking statements may be made today, certain material factors and assumptions were applied in providing these statements, many of which are beyond our control. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. A summary of these underlying assumptions, risks and uncertainties is contained in our various security filings, including our annual information form and management's discussion and analysis for the year ended December 31, 2020, and for the 3 months ended March 31, 2021, all of which are available on SEDAR and on the SmartCentres' website. Forward-looking statements are made as of today's date, and except as required by applicable securities laws, we undertake no obligation to publicly update or revise any such statements. Additionally, past performance is not indicative of future results given the risks and uncertainties described in our AIF and MD&As, including with respect to the ongoing and evolving COVID-19 pandemic. We will now proceed with the formal portion of today's meeting. With the consent of the meeting, I appoint Chris Murray, Legal Counsel for SmartCentres as Secretary of this meeting and Computershare Trust Company of Canada represented today by [ Amy Kam ] and [ Jamie Basic ] as scrutineers for the meeting. A notice informing unitholders of the meeting, along with the Management Information Circular and a formal proxy were mailed to the unitholders of record -- units and special voting units as of April 23, 2021. I will use the term unitholders to refer to both holders of units and holders of special voting units. The audited financial statements and related management's discussion and analysis of SmartCentres for the year ended December 31, 2020, have also been mailed to anyone who requested to receive those documents. Computershare has provided an affidavit of mailing of the notice calling this meeting, the management information circular in the form of proxy for the meeting. I request that a copy of the notice of the Annual General Meeting of unitholders together with the affidavit attesting to the mailing of the notice, the management information circular and the form of proxy be kept by the Secretary with the records of the meeting. I propose to dispense with the reading of the notice following this meeting. The declaration of trust provides that a quorum for this meeting is at least 2 persons present or holding -- and holding or representing by proxy not less than 25% of the units and special voting units. I've been advised that there are present by proxy a sufficient number of units and special voting units to constitute a quorum. I declare this meeting has been regularly called and is properly constituted for the transaction of business. The scrutineers' report will be provided to the Secretary of the meeting and will be incorporated in the meeting's minutes. In order to expedite the formal part of the meeting, I will propose in second various motions. While this procedure will assist the handling of the formal matters, it should not discourage any unitholder or proxyholder from submitting questions or remarks through the Instant Messaging service of the virtual interface in reference to any motion after it has been proposed and seconded. [Operator Instructions] The first item of business is the presentation of the audited financial statements of SmartCentres Real Estate Investment Trust for the year ended December 31, 2020, and the auditor's report thereon. As stated earlier, the 2020 audited financial statements and related MD&A were mailed to all unitholders who requested to receive those documents. I do not propose to read the financial statements to the meeting in order to ask unitholders to approve the financial statements, but they be taken as presented to the meeting. The next item of business is to fix the aggregate number of trustees to be elected or appointed to this meeting. I move and second a motion to fix the aggregate number of trustees to be elected and appointed at the meeting at no more than 9. Were there any questions or comments submitted in connection with this matter?

No, we have not received any questions or comments related to this item.

Thanks, Rudy. The poll is now open for all matters and will remain open until indicated after all items of business have been addressed. If you have not already done so, please vote on the resolution relating to the size of the Board of Trustees. Once the online poll is closed and all items of business have been considered, the scrutineer will tabulate the votes and cast -- the votes cast, and we will report on the results towards the end of the meeting. The next item of business is the election of trustees. As stated in the management information circular, the trustees of SmartCentres have adopted a policy that entitles unitholders to vote for each nominee on an individual basis. In addition, the trustees have adopted a policy stipulating that if the votes in favor of a nominee for the election of a trustee that SmartCentres represent less than a majority of the units voted and withheld, the nominee will submit his or her resignation after the meeting for consideration of the Corporate Governance and Compensation Committee. It is proposed with the 7 nominees set out in the management information circular be elected as trustees to hold office until the next annual meeting or until their successors are elected or appointed. The Penguin Group has confirmed that Greg Howard and Mitch Goldhar, will be the Penguin Group appointees to the remaining 2 trustee positions on the Board. The nominees for election to the 7 trustee positions to be determined by unitholders of SmartCentres to hold office until the next annual meeting of unitholders or their successors are elected or appointed are Janet Bannister, Garry Foster, Sylvie Lachance, Jamie McVicar, Sharm Powell; myself, Michael Young and Peter Forde. I just wanted to add to Mitch's earlier comment about Kevin leaving the Board. He's been a trusted advisor and a significant contributor over many years. And I wanted to say that we are very lucky with our 2 new nominees: Sylvie Lachance is a highly experienced real estate executive who has built best-in-class mixed-use assets in major urban centers across Canada; and Janet Bannister, who brings unique and extensive experience in building online and digital platforms. This will be an important addition to SmartCentres perspective as the digital world is rapidly transforming our clients, customers and tenants. We look forward to their continued service, in the years to come. As no notice of additional trustee nominees was received in accordance with SmartCentres advanced notice policy, I declare nominations closed. I move and second a motion to elect each nominee. Are there any questions or comments submitted in connection with the election of trustees.

No, we have not received any questions or comments related to this item.

Thank you. If you have not already done so, please vote on the election of the trustees now. Once the poll is closed, the scrutineer will tabulate the votes and will report on the results towards the end of the meeting. The next item of business is the appointment of the auditor of SmartCentres for the next year. I move and second that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed the auditor of SmartCentres to serve until the next annual meeting of unitholders or until their successors are appointed and that their remuneration should be fixed by the trustees of SmartCentres. Were there any questions or comments submitted in connection with the appointment of the auditors?

No, we have not received any questions or comments related to this item.

Good. Thank you. If you have not already done so, please cast your vote on the resolution to appoint the auditor now. Once the poll is closed, the scrutineer will tabulate the votes, and we will report on the results towards the end of the meeting. As stated on Page 65 of the Management Information Circular prepared for this meeting, unitholders are asked to consider an annual nonbinding advisory resolution respecting our compensation practices. As this is an advisory vote, the results will not be binding upon the Board of Trustees of SmartCentres. However, the Board of Trustees will take the results of the vote into account as appropriate when considering future compensation policies, programs and decisions. I move and second that on an advisory basis and not to diminish the role and responsibilities of the Board of Trustees of SmartCentres, the approach to executive compensation as disclosed in the management information circular of SmartCentres dated March 12, 2021, be accepted. Were there any questions or comments submitted in connection with this matter?

No, we have not received any questions or comments related to this item.

Okay. Thank you. If you have not already done so, please cast your vote on the nonbinding advisory resolution respecting our compensation practices now. Once the poll is closed, the scrutineer will tabulate the votes, and we will report on the results towards the end of the meeting. The next item of business is to consider and if thought advisable, to pass a resolution approving the amendment of SmartCentres' deferred unit plan to increase the aggregate number of units authorized for issuance under the plan from 2 million to 4 million units. The full text of the resolution is set out on Page 66 of the management information circular prepared for this meeting under the heading, Particulars of Matters to be Acted Upon, Amendment to Deferred Unit Plan. I move and second that the resolution approving the amendment to SmartCentres deferred unit plan as set out on Page 66 of the Management Information Circular be approved. Were there any questions or comments submitted in connection with this amendment to the deferred unit plan?

No, we have not received any questions or comments related to this item.

Thank you. If you have not already done so, please cast your vote on the resolution respecting this amendment now. Once the poll is closed, the scrutineer will tabulate the votes and cast -- the votes cast, and we will report on the results towards the end of the meeting. [indiscernible] business, we will provide registered unitholders and duly appointed proxyholders a few more moments to complete the electronic ballots before closing the poll. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. [Voting]

I declare the poll closed on each of the items of business. Thank you. The scrutineer will now tabulate the results, and we will disclose the official voting results shortly after this meeting. However, we have been advised that based on proxies received prior to the meeting, the preliminary results are as follows: With respect to the motion to fix the aggregate number of trustees to be elected or appointed at the meeting at no more than 9. A majority of the votes cast by proxy were in favor of the motion. Therefore, the motion is carried. With respect to the motion to elect trustees. Each of the 7 nominees listed in the management information circular have received a majority of votes cast by proxy in favor of this -- in favor of his or her election. Therefore, I confirm they are elected as trustees. With respect to the motion to appoint PricewaterhouseCoopers LLP as the auditor of SmartCentres for the next year, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried. With respect to the motion that on an advisory basis, the approach to executive compensation as disclosed to the management information circular be accepted. A majority of the votes asked by proxy were in favor of the motion. Therefore, the motion has been carried. With respect to the motion that the resolution approving an amendment to SmartCentres deferred unit plan to increase the aggregate number of units authorized for issuance under the plan from 2 million to 4 million as set out on Page 66 of the management information circular be approved, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. Now that we have completed the formal items of business for this meeting, I propose that we terminate the meeting and move on to a brief question-and-answer session. With the consent of the meeting, I declare that the formal part of this meeting is terminated. [Operator Instructions]

We have not received any further questions or comments.

Okay. Thank you. I think it's appropriate to conclude the question period now. And I want to thank you all for attending today's meeting.