Vital Infrastructure Property Trust (VITLUN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Unitholders of NorthWest Healthcare Properties REIT. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Dalla Lana, Chair of the Board. Mr. Dalla Lana, the floor is yours.

Thank you, and good morning, ladies and gentlemen, and welcome to this Annual and Special Meeting of Unitholders of NorthWest Healthcare Properties Real Estate Investment Trust. My name is Paul Dalla Lana, and I am the Chair of the Board. As an introductory note, to deal with the continued public health impact of COVID-19 and to mitigate risks to the health and safety of Northwest Healthcare Properties unitholders, employees and other stakeholders, we are hosting today's meeting virtually via live audio webcast. We have unitholders attending via the web portal today. And for those who may not be able to attend online, we have encouraged them to vote by using the form of proxy or voting instruction form provided in the proxy materials. Before we begin the formal proceedings, I would like to introduce the following members of management with us today: Peter Riggin, Chief Administrative Officer; Shailen Chande; Chief Financial Officer; and Mike Brady, Executive Vice President and General Counsel, each of whom is present for today's live webcast. We are also pleased to have the following members of our Board present for today's webcast. Mandy Abramsohn, Robert Baron, Bernard Crotty, Stephani Kingsmill, Dale Klein, David Klein and Brian Petersen. Today, we intend to first proceed with the formal items on the agenda, following which there will be a brief question-and-answer period, during which we will be pleased to respond to your questions. Validated unitholders and proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting and during the Q&A session once the formal business of the meeting is concluded. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use a recording device. I now call the meeting to order. With the consent of the meeting, I will act as Chair of the meeting, and I will ask Brad Ross from Goodmans to act as Secretary and Patty Sigiannis and [ Conor Brizo ] of Computershare to act as scrutineers. Certain unitholders have been asked to move and second motions relating to the business to be conducted at this meeting. The secretary advised me that the notice calling the meeting together with the form proxy, management information circular and the 2021 financial statements have been forwarded to each intermediary and registered unitholder of record on the record date for the meeting. An electronic copy of the management information circular is available to unitholders online under the REIT's profile on SEDAR. The scrutineer has provided me with a report on attendance. I confirm that the requisite quorum of unitholders is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report on attendance and an affidavit of mailing the annex to the minutes of the meeting. The voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately or to wait until each motion has been made prior to casting your vote. Voting will be conducted by online ballot. Any unitholder or proxy holder who has not yet voted or wishes to change their vote, please do so using the voting buttons on the web portal. Please note that unitholders have the ability to change their votes at any time before the polls close after all motions have been made and related questions addressed. Unitholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. The first item of business for the meeting is the presentation of the financial statements for the year ended December 31, 2021. I would ask that the secretary attach the financial statements and auditor's report as a schedule to the minutes of the meeting. If any unitholder or proxy holder has questions relating to the financial statements, I would request that they be asked during the question-and-answer period following the formal portion of this meeting. We will now proceed with our second item of business, the election of trustees. As described in the circular for the meeting, the REIT has granted to NorthWest Value Partners Inc., the right to appoint 2 trustees at this meeting. NorthWest Value Partners has elected to appoint myself and Bernard Crotty to the Board. The proposed nominees for election for the remaining 6 trustees of the REIT are Mandy Abramsohn, Robert Baron, Stephani Kingsmill, Dale Klein, David Klein and Brian Petersen. If elected, these nominees will hold office until the next Annual Meeting of Unitholders or until their successors are elected or appointed. May I have the motion for the nomination of these 6 individuals?

I so move.

Would anyone like to second the motion?

I second the motion.

Are there any further nominations? As there are no further nominations, I declare nominations closed. The Board of Trustees has adopted what is commonly referred to as a majority voting policy. Under that policy, a trustee is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Although the REIT's majority voting policy contemplates that separate motions will be held to elect each trustee, the scrutineers' preliminary report indicates that based on the proxies received by the REIT, each proposed nominee would receive a greater number of votes for his or her election than would be withheld from his or her election. And none of the proposed nominees would be required to tender his or her resignation under the policy. So unless a unitholder or proxy holder requests separate motions to elect the individual nominees, I propose that we proceed with a single motion. May I have a motion for the election of the persons who have been nominated?

I so move.

Would anyone like to second the motion?

I second the motion.

I will now pause a moment to give unitholders an opportunity to raise questions or comments with respect to the election of trustees. Mr. Chande, have we received any questions?

We have not received any questions with respect to the election of trustees.

Thank you. If there are no questions, we will move on to the next matter to be voted on. The next item of business is the appointment of auditors and the authorization of the trustees to fix their remuneration. The trustees on the recommendation of the Audit Committee proposed that KPMG be appointed as auditor of the REIT until the next annual meeting of the unitholders or until their successors is duly appointed and that the trustees be authorized to fix their remuneration. May I have a motion on this matter, please?

I so move.

Would anyone like to second the motion?

I second the motion.

Thank you. If any unitholder or proxy holder has questions relating to the appointment of auditors, I would request that they be asked at this time. Mr. Chande, have we received any questions?

We have not received any questions with respect to the appointment of auditors and the authorization of the trustees to fix their remuneration.

Thank you. If there are no questions, we will move on to the next matter to be voted on. The next item of business is to ratify, authorize and approve the Omnibus Equity Incentive Plan adopted by the Board of Trustees of the REIT on April 12, 2022, in the form attached to Schedule B to the REIT's management information circular, which provides for the issuance from time to time of up to a maximum of 9 million units of the REIT. The [ form of ] resolution to be passed at this meeting, which I don't plan to read, is also set out in the management information circular. May I have a motion to ratify, authorize and approve the Omnibus Equity Incentive Plan, please?

I move that the resolution regarding the authorization, ratification and approval of the Omnibus Equity Incentive Plan in the form set forth in the management information circular be approved.

I second the motion.

Thank you. If any unitholder or proxy holder has questions relating to the authorization, ratification and approval of the Omnibus Equity Incentive Plan, I would request that they be asked at this time. Mr. Chande, have we received any questions?

We have not received any questions with respect to the authorization, ratification and approval of the Omnibus Equity Incentive Plan.

Thank you. Ladies and gentlemen, the polls will remain open for a brief moment. Any unitholder who hasn't yet voted or wishes to change their vote may take the opportunity to do so now through the voting buttons on the web portal. As a reminder, unitholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. We will pause for a moment for any further voting. [Voting]

Okay. Now that everyone has had the opportunity to vote, I declare the polls for the 2022 NorthWest Healthcare Properties Real Estate Investment Trust Annual and Special Meeting of Unitholders closed. We have been informed by the scrutineer that the preliminary vote report shows that each of the proposals presented for approval today have been duly passed. I declare that the nominees listed in the management information circular have been duly elected as trustees of the REIT until the next Annual Meeting of Unitholders or until they resign or their successors are elected or appointed. The KPMG LLP has been appointed as the REIT's auditor for the ensuing year. And the Omnibus Equity Incentive plan adopted by the Board of Trustees of the REIT on April 12, 2022, has been authorized, ratified and approved. We will be reporting the final voting results in a press release and SEDAR following the meeting. Ladies and gentlemen, that concludes the formal part of the meeting. If there is no further business, the meeting is hereby terminated. On behalf of management and the Board, I would like to thank you for attending today. Now that the formal part of the meeting has been concluded, we would be pleased to answer any questions that you may have with respect to the REIT, its financial statements and operations during the year. Please submit your questions through the web portal. Thank you. As there are no further questions, I would like to thank everyone for attending this meeting and for your support of the meeting for the REIT. Thank you.

This concludes the meeting. You may now disconnect.