Hello and welcome to Summit Industrial Income REIT's special meeting of unitholders. My name is Alexis, and I will be coordinating the meeting today. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. I would now like to hand it over to Lou Maroun. Please go ahead when you're ready. Good morning. Welcome to the special meeting of unitholders of Summit Industrial Income REIT. My name is Lou Maroun, and I'm the Chairman of the REIT's Board of Trustees. We are pleased to host this special meeting both in person as well as virtually via live webcast, accessible to all our unitholders, regardless of physical location. We will now proceed with the formal portion of today's meeting. To make the best use of our time, I have asked Paul Dykeman, a current Trustee and the CEO of the REIT, and Ross Drake, Chief Financial Officer of the REIT, to move and second resolutions. Since the meeting is being held in person and virtually, we want to outline a few logistical items regarding the conduct of the meeting. First, for the purposes of the meeting today, registered unitholders or duly appointed proxyholders may have voted in advance of the meeting or may vote in person if attending the physical meeting. For unitholders joining the meeting via webcast, voting shall have been conducted in advance of the meeting. Secondly, for registered unitholders and duly appointed proxyholders joining the meeting via webcast, questions can be submitted at any time by using the instant messaging service of the virtual interface. While questions may be submitted during the formal meeting, they will only be addressed during the Q&A session. For unitholders joining the physical meeting in person, questions relating to formal business of the meeting may be asked after the formal portion of the meeting during the Q&A session. The meeting will now come to order. I will act as chairman of the meeting. Heidi Gordon, who is participating in person, will act as secretary of the meeting. Paul Allen, representative of Computershare Investor Services Inc., who is also participating in person, will act as scrutineer. I confirm that the notice of this special meeting and the accompanying management information circular dated November 19, 2022, were mailed to unitholders in compliance with the REIT's declaration of trust and applicable securities laws. These materials were also filed and are available on SEDAR. I ask that a copy of these materials, including proof of the mailing, be retained by the secretary with the records of this special meeting. A quorum of unitholders is determined to be present at this meeting if there are at least two individuals present in person, being unitholders or representing unitholders by proxy, holding or representing not less than 10% of the votes entitled to be cast at the meeting. I have received a report of the scrutineer, which shows that the requisite quorum is present at this meeting. I adopt the report of the scrutineer and declare the attendance of this special meeting to be as set out therein. A final scrutineer's report on attendance and voting will be filed with the records of this meeting. As a quorum is present and proper notice of the special meeting has been given, I declare that this meeting is regularly called and properly constituted for the transaction of business. The matters to be addressed at today's meeting have been set out in the notice of meeting and the management information circular of the REIT, dated November 19, 2022, which were mailed to the REIT's unitholders on November 22, 2022, and filed on SEDAR. The sole purpose of today's meeting is to consider, and if deemed advisable, to pass, with or without variation, a special resolution approving the proposed plan of arrangement under Section 192 of the Canada Business Corporations Act, involving Zenith Industrial LP as purchaser, the REIT, and Summit Industrial Income Management Corp., providing for, among other things, first, the direct or indirect sale of the property and assets of the REIT and its subsidiaries as an entirety or substantially as an entirety to the purchaser or its affiliates or assigns. The payment of a special distribution to unitholders of the REIT and the redemption of all of the then outstanding units of the REIT. I will refer to that special resolution as the arrangement resolution. The full text of the arrangement resolution is set out in Schedule B of the management information circular of the REIT, dated November 19, 2022. The Board of Trustees of the REIT has unanimously recommended that unitholders vote for the arrangement resolution. In order to be effective, the arrangement resolution must be approved by, in the first instance, more than 66 and 2/3 of the votes cast by unitholders present in person or represented by proxy and entitled to vote at the meeting. In the second instance, a simple majority of the votes cast by unitholders present in person or represented by proxy and entitled to vote at the meeting, excluding for this purpose, votes attached to those units required to be excluded pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. For this purpose, the votes attached to approximately 4.8% of the units held by unitholders must be excluded. The arrangement is also subject, of course, to the approval of the Ontario Superior Court of Justice. This matter today will be voted on by ballot. Only registered unitholders in person at the meeting who have not previously voted by proxy, or duly appointed proxy holders in person at the meeting are permitted to submit a ballot in respect of this vote. If you are such a unitholder or proxyholder, the scrutineer will have handed you a ballot as you registered for the meeting, and that ballot will be used to conduct the vote on the arrangement resolution. However, if you are such a unitholder or proxyholder and you did not receive a ballot, please raise your hand and one will be provided to you. If you are joining via webcast or if you are a non-registered unitholder, you will have already had the opportunity to cast your vote on the arrangement resolution. For non-registered unitholders, so long as you complied with the voting instructions in the material sent to you by your broker or intermediary, your vote on the arrangement resolution has already been received and will be counted by the scrutineer. Once all the votes have been cast and the ballots have been collected in respect of the arrangement resolution, we will take a very brief pause while the votes on the ballot are tabulated. May I now have a motion approving the arrangement resolution in the form set out in Schedule B of the Management Information Circular. In order to save time, with the consent of the meeting, I propose to dispense with the full reading of the arrangement resolution and have the text be taken as having been read in full. A mover, please. I move the arrangement resolution be approved. A seconder? I second the motion. Thank you. I will now call for a vote on the motion by way of a ballot. The vote is a vote to approve the transaction in accordance with the arrangement resolution. In order to be passed, the arrangement resolution must be approved in the manner previously indicated. Each registered unitholder or proxyholder should record his or her vote in respect of the arrangement resolution by marking the ballot to indicate whether the vote is in favor of or against the arrangement resolution. When you have completed the ballot, please raise your hand and the scrutineers will collect your ballot from you. We'll pause shortly. Now that the registered unitholders and duly appointed proxyholders have had the opportunity to vote, I declare the polls closed. I would now ask the scrutineer to collect the ballots for this matter. We will take another brief pause to permit the scrutineer to tabulate the results on the matter that has now been voted on by way of ballot. I have now received the scrutineer's report on the ballot relating to the arrangement resolution. I adopt the scrutineer's report with respect to the arrangement resolution and declare that the arrangement resolution has been passed by, in the first case, more than 66 and 2/3 of the votes cast by unitholders, and in the second case, at least the majority of the votes cast by unitholders, excluding the votes attached to those units which must be excluded pursuant to Multilateral Instrument 61-101. I declare the motion carried. The final report on voting results will be provided by the scrutineers after the meeting and will be incorporated into the minutes of the meeting. The percentage of votes counted for the arrangement resolution will be disclosed in a press release that will be filed on SEDAR. We have now completed the formal part of our meeting. As such, I will ask for a motion to terminate the meeting. I move that the meeting be terminated. Thank you. The seconder? I second the motion. Thank you. I declare the motion carried, and the formal business of today's special meeting is now concluded. On behalf of the Board of Trustees, I would like to thank you for attending today. I will now open the floor for any questions from unitholders. If joining via webcast, please use the instant messaging service on the virtual interface to do so. If joining in person, please raise your hand. I will now pass it over to Paul Dykeman, who will run through any questions submitted by unitholders. As no relevant questions have been submitted, Lou, I'll pass it back to you. Thank you, Paul. Thank you all for participating in this special meeting. Have a safe and healthy day. On behalf of the board and staff of Summit Industrial Income REIT, we wish one and all a wonderful and healthy holiday season. This concludes the meeting. You may now disconnect your line.
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