Timbercreek Financial Corp. ($TF)

Good afternoon, ladies and gentlemen, and welcome to the Annual and Special Meeting of Timbercreek Financial. Please note that the meeting is being recorded. I would like to introduce Blair Tamblyn, the Chair of the Board of Directors. Mr. Tamblyn, the floor is yours.

Thank you. Good afternoon. My name is Blair Tamblyn, and I'm the Chair of the Board of Directors of the company. This year's annual and special meeting is being held using a virtual-only format. As with any technology platform, unexpected glitches may occur, and we appreciate your patience. Our service providers for this platform at TSX Trust Company are very experienced at running this type of meeting and will help us work through any challenges. Before we proceed to the formal business of the meeting, I'll provide some comments on voting and questions at today's meeting. In making the decision to hold a virtual meeting, it was paramount to ensure that shareholder rights were protected. We've taken steps to ensure that this meeting will offer shareholders the same opportunities to participate as they would have had in an in-person meeting. I welcome all guests who are not registered shareholders or who are holding proxies of registered shareholders. As a reminder, as with an in-person meeting, only registered shareholders and duly appointed proxy holders are able to vote or ask questions. For purposes of the meeting today, all voting will be conducted by electronic ballot. Every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. Voting during this meeting can only be done through our virtual voting platform on the webcast. While polling is open, you can access it by clicking the voting button on the left of the broadcast. The polls are now open. Voting can be completed at any time from now until the end of the formal business of the meeting. If you have already voted in advance of the meeting and do not wish to change your vote, and you do not need to do anything. For those who have not yet voted, we encourage you to vote now. Shareholders can submit questions at any time during the meeting. There will be opportunities for shareholders to ask questions specifically relating to each resolution on the webcast. If you have a question, click on the ask a question button to the left of the broadcast. Please read the instructions before submitting your question. In particular, we ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature. We will address general questions that directly relate to a particular motion at the appropriate time of the meeting, and we will respond to the general questions following the formal business. If a question is personal in nature, we will follow-up with you individually after the meeting. Once you have finished typing out your question, click the ask now button. The secretary will receive the questions, and at the appropriate time, we will read them out in order for everyone to be aware of the question being addressed. For efficiency, Tracy Johnston, Chief Financial Officer; and Ellen Tannous, Corporate Secretary of the company, will move and second the motions, which are called for in the notice of meeting in their capacities as a shareholder or a shareholder representative. This is not intended to limit in any way your right to participate in the meeting. Any proposed amendments or objections to a motion will need to be submitted as questions. All proposed amendments or objections will be addressed during the meeting, provided that they are submitted during the period when polls are open. We will now deal with the formal business of the meeting. I will now call the meeting to order. In accordance with the bylaws of the company, I will act as Chair of the meeting. Ellen Tannous, Corporate Secretary of the company, will act as Secretary for this meeting, and TSX Trust Company will act as scrutineers for the meeting. The notice calling this annual and special meeting, together with the management information circular, the form of proxy and other meeting materials were provided to shareholders pursuant to the notice and access provisions of National Instrument 54-101, and have been filed on SEDAR+. I have received proof of the mailing of the notice and access notice required by NI 41-101, and ask that a copy of the notice and access notice, including the proof of mailing and the other mailing materials be retained by the secretary with records of this meeting. The quorum requirements for a meeting of shareholders of the company are set out in Section 3.6 of Bylaw #1 of the company, which provides a quorum for the transaction of business at a meeting of shareholders is not less than 15% of the shares entitled to vote at the meeting, represented in person or by proxy. The preliminary report of the scrutineer indicates attendance in-person or by proxy at this meeting for all shares of the company exceeds the required 15% threshold. I declare there to be a quorum present and this meeting to be regularly called and properly constituted for the transaction of business. A copy of the scrutineer's report will be available with the secretary of the meeting for inspection. The final scrutineers' report will be filed with the minutes of the meeting. The first formal item of business is the presentation of financial statements of the company and the report of the auditor for the financial year ended December 31, 2025. The financial statements and the auditor's report are available on SEDAR+ and were mailed to any shareholder who requested them. We shall dispense with the reading of the report of the auditor. Shareholders are not being asked to approve the financial statements. However, should any shareholder have concerns or questions, we would be pleased to deal with such matters after the termination of this meeting. We will now proceed with the election of directors. The information circular contains the names of management's nominees to the Board of Directors, which are, myself, or R. Blair Tamblyn, W. Glenn Shyba, Amar Bhalla, Deborah Robinson, Scott Rowland and Dominique Barker. Understand that each of these nominees is consented to act as a director of the company. I will now ask for motion to nominate myself, R. Blair Tamblyn, W. Glenn Shyba, Amar Bhalla, Deborah Robinson, Scott Rowland and Dominique Barker as directors of the company.

I so move.

I second the motion.

Thank you. The number of nominees does not exceed the number of directors to be elected by the shareholders. I would now ask for a separate motion to move that each of the persons nominated for election be individually elected as a director of the company to hold office until the next Annual Meeting of Shareholders or until their office is earlier vacated.

I so move.

I second the motion.

Thank you. I will now ask the secretary to please advise if any questions specific to these motions were submitted. We'll pause briefly to allow for time to submit questions.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. As there have been no comments, and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

The next item of business is the appointment of the auditor and the authorization of the directors to fix the auditor's remuneration. I would now ask for a motion to appoint Deloitte LLP as the company's auditor and hold office until the next annual meeting of the company and that the directors of the company be authorized to fix the auditor's remuneration.

I so move.

I second the motion.

Thank you. I will now ask the secretary to please advise if any questions specific to this motion were submitted. We will pause briefly to allow time to submit questions.

Mr. Chair, no questions specific to this motion have been submitted.

The next item of business is the approval of an ordinary resolution to confirm the amendment of the company's bylaws to reduce the quorum for meetings of shareholders of the company to 15% of the shares entitled to vote as more particularly described in the management information circular. I would now ask for a motion to pass an ordinary resolution in the form set forth in the management information circular confirming and approving the amendment of the company's bylaws.

I so move.

I second the motion.

Thank you. I will now ask the secretary to please advise if any questions specific to this motion were submitted. We will pause briefly to allow time to submit questions.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. As there have been no comments and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Is there any other business that anyone present wishes to bring to the attention of the meeting? As there's no further business, I now declare the polls to be closed, and we will proceed to present the voting results. I now ask the secretary to provide the preliminary results of the voting.

Thank you, Mr. Chair. I received confirmation from the scrutineer that the motion to elect each of the named nominees as a director of the company have received for votes cast, and as the number of nominees does not exceed the number of directors to be elected, each of the nominees is elected. And the motion to appoint Deloitte LLP as the auditor of the company has been approved by a majority of the votes cast in respect of that matter. The motion to confirm the amendment of the company's bylaws has not been approved by a majority of the votes cast in respect of that matter.

Thank you. With respect to the election of directors, each of the 6 directors nominated by the Board has been elected in accordance with the Ontario Business Corporations Act. However, the company has adopted a majority voting policy, and therefore, the company will follow that policy in respect to the results of each of the relevant motion. I declare each of the resolutions considered at today's meeting as carried with the exception of the resolution to confirm the amendment of the company's bylaws, which I declare defeated. The exact number of votes cast in respect of each matter will be filed on SEDAR+ and made available on our website. As there is no further business to be brought before the meeting, I would ask for a motion to conclude the formal portion of the meeting.

I so move.

I second the motion.

I declare the meeting terminated. Thank you again to all shareholders and proxy holders for your attendance today. We will now address questions that have been submitted throughout the meeting, if any.

Mr. Chair, no further questions have been submitted.

Thank you again for your attendance today. We'll see you next year. Have a good day.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.