Good morning, ladies and gentlemen, and welcome to the annual and special meeting of shareholders of Tricon Residential Inc. My name is David Berman. I am the Executive Chairman of the Board of Directors of Tricon, and I will act as Chair of today's meeting, which we are hosting virtually again this year. I would like to begin with the formal part of the meeting, following which there will be a presentation by Gary Berman, providing an overview of Tricon's business and performance. At the end of that presentation, we will be pleased to answer questions which you may submit through the online meeting platform. I will now call the meeting to order and will ask David Veneziano, Tricon's Chief Legal Officer and Corporate Secretary, to act as Secretary of the meeting, and TSX Trust Company, represented by Chris de Lima and Mackenzie Tuff, to act as scrutineer. The Secretary has advised me that the notice calling the meeting and related material were provided or made accessible to shareholders of record on the record date for the meeting using the notice and access provisions under applicable securities regulations. We have received an affidavit of mailing from TSX Trust Company, Tricon's transfer agent, confirming same. I now direct the Secretary to attach the affidavit as a schedule to the meeting, to the minutes of the meeting. With the consent of the meeting, I will dispense with the reading of the notice calling the meeting. The scrutineer's preliminary report on attendance has been received by the Secretary, who has advised me that a quorum is present. The final report of the scrutineers will be filed as part of the record of the meeting. I now declare the meeting to be properly constituted for the transaction of business. On behalf of the board, I thank those who have chosen to attend this virtual meeting today. I also thank those shareholders who submitted their proxies in advance. To make the best use of time today, Marc Simonik and Monika Markus, shareholders of Tricon, have volunteered to move and second the motions to be brought before the meeting. This is not intended to limit in any way your right to participate in the meeting. Shareholders who wish to make comments relating to these motions may do so after each motion has been seconded. We will conduct the voting of the matters before us via poll. Only registered shareholders who held shares in their name as of May 3rd, 2022, the record date of this meeting, or their duly appointed proxy holders, are entitled to vote at this meeting. The polls will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of any discussion on each resolution prior to casting your vote. There will be an opportunity to ask questions on each resolution in turn. Once discussion on all items of business has concluded, I will give you some time to enter any final votes and then declare voting closed on all resolutions. Based on reporting by the scrutineers, the total number of votes received by proxy, which will be voted in favor of each matter being put before the meeting, is sufficient to approve such matter. I now declare the polls open on all resolutions. The first item of business is the presentation of the consolidated financial statements of Tricon for the period ended December 31st, 2021, and the auditor's report thereon. A copy of the financial statements was provided to those shareholders who requested a paper copy, and the financial statements are available electronically on SEDAR. Tricon's 2021 annual report is also accessible through the online meeting platform today. Shareholders are not asked to take any actions regarding the financial statements, but if any shareholder has questions relating to the financial statements, I would suggest that they be asked later in the meeting following the discussion of the company's business and performance. We will now proceed with the election of directors. The management information circular for this meeting sets out particulars of the 10 nominees for election to the board. In the absence of instructions to the contrary, proxies will be voted for the election. In accordance with the advance notice provisions of the company's bylaws, the deadline for nominations of directors for the ensuing year has passed, and no additional nominations received by the company prior to the deadline other than those submitted by management. Accordingly, no further nominations for directors to be elected for the ensuing year will be accepted. The nominees for election as directors of Tricon Residential Inc, set out in the management information circular are J. Michael Knowlton, Peter D. Sacks, Siân M. Matthews, Ira Gluskin, Camille Douglas, Frank Cohen, Renee L. Glover, Gary Berman, Geoff Matus, and myself, David Berman. If elected, director nominees will hold office until the next annual meeting of shareholders or until their successors are elected or appointed. May I have a motion for the nomination of the nine nominees named in the management information circular. I so move. I second the motion. I declare the nominations closed. We will now proceed with election of each of the persons who have been nominated for election as directors of the company. Shareholders have been provided with the opportunity to vote for each nominee or withhold their vote on an individual basis. Furthermore, based on the proxies received for the election of directors, none of the directors would be elected today with more votes withheld from voting than are cast in favor of his or her election. May I have a motion for the election of each of the 10 persons nominated as directors to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. I so move. I second the motion. Thank you. If there are no questions, please cast your votes on this item. We will now proceed with the appointment of auditors and the authorization of the Board of Directors to fix their remuneration. The directors, on the recommendation of our audit committee, propose that PricewaterhouseCoopers LLP be reappointed as the auditors of Tricon until the next annual meeting of shareholders, or until their successor is duly appointed, and that the directors be authorized to fix their remuneration. In the absence of instructions to the contrary, proxies will be voted for the reappointment. May I have a motion for such reappointment and authorization, please. I so move. I second the motion. Thank you. If there are no questions, please cast your votes on this item. The next item of business is to consider, and if thought advisable, to approve an ordinary resolution of the shareholders to continue, amend and restate the company's shareholder rights plan. The full text of the resolution is set forth in Appendix D to the Management Information Circular for this meeting. In the absence of instructions to the contrary, proxies will be voted for the passing of the resolution. I would now ask for a motion to be made to approve the ordinary resolution to continue, amend and restate the company's shareholder rights plan as set out in Appendix D to the Management Information Circular. I so move. I second the motion. Thank you. If there are no questions, please cast your votes on this item. I will give you another moment to complete voting on all matters before closing the polls. I now declare the polls closed. Thank you, ladies and gentlemen. I declare all motions carried and resolutions passed. Accordingly, I declare the meeting terminated. Now that the formal part of the meeting has been concluded, we will have our management presentation, and following the presentation, we will be pleased to answer any questions you may have about Tricon. Without further ado, I will call on Gary Berman, Director and President and CEO of Tricon, to begin the presentation. Thank you, David. Good morning, everyone. Hope you're all doing well. I can tell you that I just got off the COVID DL, and so, I'm feeling pretty great right now. You know, I don't know how effective these, you know, Zoom AGM meetings are, but I could tell you they're absolutely safe. Absolutely safe. Now, I can't necessarily say the same thing for Nareit. Nareit is dangerous, and I'm not just talking about health. I can tell you right after Nareit, all the REIT stocks tanked as well. I'm not sure what we told everybody. Maybe next year we should tell everyone our performance is terrible, and the stocks will go up. For next year. By the way, that's my best attempt at Ira Gluskin humor. I just wanted to reach out to Ira because I know he's not feeling great about himself. He finished third in the voting this year, and he's gonna be disappointed with that. Ira, I just wanted to tell you, I still think that's pretty good. Certainly Renee and Camille are tough competition. Congrats to everybody. Ira, congrats on your honorary doctorate at U of T. That's amazing news. Let's move on to the presentation. If we could flip over to slide five, that would be terrific, Charlotte. For those of you who are new to our story, we like to think of ourselves as a tech-enabled housing provider focused on single-family rental, the fast-growing U.S. Sunbelt and the deep middle market. If you look at the pie chart, you can see that 94% of our nearly $10 billion in real estate assets are in single-family rental. The other 6% are in what we call adjacent residential businesses. These are legacy for-sale housing assets. We have a 20% interest in a high-quality U.S. multifamily portfolio, also focused on the Sunbelt and the middle-market. We have the leading build-to-core multifamily platform in Toronto, where we've got about 5,500 units under various stages of operation and development. Our goal over time with our adjacent businesses is to potentially monetize those, take the cash to improve our balance sheet and to reinvest into single-family rental. Next slide. We may be the smallest of the three public single-family rental companies, but we have a differentiated strategy, and we believe it provides significant upside to our shareholders over time. First point of differentiation is our nearly singular focus on the U.S. Sunbelt. We've always believed that demographics is destiny, and 40% of the U.S. population lives in the Sunbelt. It's gonna get 60%-70% of the growth going forward as Americans move from north to south in search of better weather, lower taxes, and the prospects of better jobs. The pandemic accelerated the so-called Great Migration as the health crisis, and now remote work trends encourage even more people to seek out the safety, the space, and the serenity of suburban living and single-family housing. Next slide. We're also uniquely focused on the middle market demographic. We define the middle market as households earning between $75,000 and $125,000 per year. You can see that our resident profile is right in the middle, that our average household earns $85,000 per year. We've got mom and dad, roughly one child, usually a pet, dog or cat. You can see very comfortable in terms of the rent income. This is a deep middle market, the American workforce. What we find is that when the household income is above $125,000, there's a higher propensity for people to move out and buy a home. When the household income is below, it's more difficult to collect rent. The way we think about single-family rentals, it's incredibly intense, complex business with a lot of moving pieces. The idea we think to maximize over time is to run the lowest turnover business we can. That's why we focus on the middle market, very steady demographic. We also wanna make sure that we self-govern on renewals, and we also are maniacal in our customer service experience. We think all of that drives low, low turnover. We actually have the lowest renewal rent growth in the industry. We have the lowest turnover in the industry, and we have the highest Google scores for customer reputation. For all of that, we're extremely proud. Let's move on. Slide eight. 2021 was probably the most prolific year in our 34-year history. If you look, if you look at the chart on page. On the next page, you can see that we set our goals in 2019 for FFO per share. We set a three-year target of $0.52-$0.57. You can see that we hit the top end of that range 1 year early at the end of 2021. You can see the key drivers here. It's pretty exceptional to think that we had 98% occupancy, 8% blended rent growth, 7% same home NOI growth in a worldwide recession and pandemic. Absolutely spectacular operating results. We did all of that while cutting our debt nearly in half. This is a subject for William Thorndike. I mean, I think he'd be interested in this. I don't know how many companies have been able to grow their core FFO per share by 40% per annum while also reducing their debt in half. Really spectacular, and I wanted to thank our full management team for a job well done. We were able to do that on the next page by really raising a significant amount of both public and private capital. We set a goal of raising $1 billion of third-party equity capital. We actually raised $2 billion in one year in 2021, including a new fund with Canada Pension Plan to further our build to core multifamily business in Toronto. We syndicated an 80% interest in our U.S. multifamily portfolio to two major global real estate investors and used that capital to pay down debt. We launched two significant single-family rental joint ventures with major investors, one being called Homebuilder Direct and the other J V-2. You can also see right now that we're now ranked 58th globally by PERE in terms of real estate investment managers. We're actually third in the world in terms of dedicated real estate managers and the largest publicly traded real estate manager. We've come a long way and have developed a pretty significant third-party asset management business. We also did a couple of equity offerings, including our U.S. IPO and Canadian follow-on, which was one of the largest and most successful U.S. IPOs in recent years. It was four times oversubscribed and enabled us to raise significant amount of capital to delever and plan for growth in 2022 and 2023. You can see that all of this resonated really well with the public markets. Our stock was up about 72% in 2021. At the end of 2021, over a ten-year period, Tricon's book value per share and stock increased by nearly 20% per annum, which is one of the best performances of any real estate stock globally. Let's move on to slide 11. That was then, and this is now. We recognize that the world has changed. When you think about it, onto the next slide, we haven't seen inflation like this since 1981, and this is being exacerbated by the war in Russia and Ukraine, zero COVID policies in China. We've never seen balance sheet normalization. It's been a very tumultuous year for both the stock and the bond markets, and we recognize it's an uncertain time. We wanna use this presentation to help anticipate or preempt some investor questions, but also leave an overall message of calmness. Let's stay calm and carry on because at the end of the day, we are in the essential shelter business and people do need a place to live. Let's move on to slide 13. We thought it'd be fun to say, well, what happened? Have we created no value since 2015? If you actually look at our stock price today, it's very similar to where it was in 2015. We say this with a little bit of jest. We know that the markets can overshoot or undershoot, but it's just interesting to see how far we've come. If you look back, you can see in 2015, we were in the old Jarvis House on Yonge Street. We had about 40 people crammed on five levels into the space. Now we've got our state-of-the-art offices in Toronto and in Tustin right by the John Wayne Airport. Take a look at our AUM, $2.7 billion in 2015, nearly $15 billion today. By the way, everything in this presentation is in U.S. dollars. Our NOI is up nearly 10 x since 2015. Our book value per share has doubled, and our book value per share does not include our third-party asset management business, our third-party AUM, which has increased by about 7 x. We also, in 2015, really didn't have much in the way of recurring cash flow. We didn't measure it back then, and now consensus is for $0.62 in 2022. In 2015, we just hired Kevin Baldridge and Alan O'Brien to run our fledgling single-family rental business. Obviously with Sam, David Veneziano, Doug, Camille came on board. We've really built a, I think, an incredible first-class team. We've gone from 371 employees to over 1,100 today. Also back in 2015, we were doing everything manually, right? Everything was being done on the back of the envelope on an Excel spreadsheet. Now we've developed state-of-the-art apps, which we have, as you know, TRI-AD. We're now working on TRI-AD 2.0 to run our acquisition program, our maintenance app, TriForce, and our state-of-the-art CRM, TriPod. The company's come a long way, but we wanted to put in perspective that it doesn't look like much has changed on the stock price. All right, let's move on to slide 14. How will we fare in an inflationary environment? That's a question we've been asked. I think that one's pretty easy because I think we're actually in an inflationary environment. Take a look at this stock chart. Take a look at this chart here. I should say the blue bars, the dark blue bars are revenue growth, the lighter blue bars are same home expense growth. You can see we haven't seen inflation like this on the revenue or expense side forever, really since we've been in the business for 10 years and certainly not in the last four years. If we unpack that revenue growth, it'd actually be even higher if we weren't self-governing on renewals. On expenses, if we didn't have the benefit of technology and our self-procurement program, that would also be a lot higher. We're in a very inflationary environment. The good news is it's actually good for our business. Look at our NOI growth. At the end of the day, that's what really matters. The bottom line is how is our NOI doing? You can see our same home NOI growth's been increasing, and it's actually at a record level of about 12% today. We expect that this situation will continue in the foreseeable future. Inflation, while not necessarily good for the consumer, is good for our business. Now, we know that the cure for high prices is high prices. People start to pull back. Companies pull back. They lay off workers. If we expect there to be a recession, that's likely what's gonna happen. What happens is this inflationary environment gives way to a recessionary environment, let's say, next year. We took a look at that. You can flip to page 15. We said, well, we have some experience with that. What happened in Houston? Houston went into a downturn in 2016. If you recall, the oil price crashed. Oil prices went from about $100 in 2015 to a low of $41 in January 2016. You can see in Houston, unemployment went from 4.4% to about 5.8% about a year later. Now look at our operating metrics. You can see we took out occupancy bias and actually increased it, so it increased steadily over the period of that recession, and we were able to help rent growth steady and increase it a little bit. In this example of Houston, which is a pre-sig, pretty significant local downturn, we were able to significantly increase our occupancy and raise rents. Now let's take a look on the next slide, what happened in the pandemic, another recession. Major one in this case in terms of unemployment going from 3.8% in the U.S. to 13%. Look at our business. Steady as she goes. Occupancy barely moved. If anything, it's moved up a little bit, and we took on a little bit more of an occupancy bias. We learned in the pandemic, it's actually better to run this business at higher occupancy at 97%, 98% rather than 95% or 96%. We were able to increase our rent growth during that time as well. We benefited from the pandemic. We were a bit of a beneficiary of this recession, but you can see again, very, very, very steady growth. That continues all the way today onto slide 17. We're just releasing May operating results right now, but you can see again, these are exceptional fundamentals on the ground, property fundamentals. We're self-governing on renewals, that's why those are in the low sixes. If we weren't, that would be double digits. You can see our new lease growth's in the high teens, and blended growth continues in about mid eights, 8.5%. Occupancy again at record levels in the low 98% range. Property fundamentals have almost never been better at a time where the stock and bond market are facing a very tumultuous period. The other thing I should bring up is that if or when we do hit a recession, remember, we're going into one with probably the lowest amount of housing inventory, new and existing housing inventory that we've ever seen. We also have a significant amount of loss to lease in our portfolio. Roughly 20%. Could be higher than that, according to Bill Richard, our head of asset management. That provides us with a significant amount of protection, if we were to go into a recession. On the next slide, one of the questions we do get asked by investors, "Well, how do you grow in this environment given that existing home inventory is so low and financing rates have increased? Does this make sense?" We wanted to help put that in context. First thing is that over the last couple years, it's probably been the hardest time ever to buy homes. We've never seen such low inventory. Many of our markets, it's been well under one month. Yet even with that, we've had no trouble hitting our acquisition volumes. We've had record acquisition volumes over the last year. If anything, going forward, it's going to be an easier environment for us to acquire homes. Reason for that is that the consumer is starting to capitulate with much higher mortgage rates. Investors, and I'm talking mom-and-pop investors, home flippers, they're pulling back. Home builders are gonna be more interested in selling us finished homes or communities. All of that puts us in an environment where actually it's going to make it easier for us to acquire homes going forward. The other thing we do is we look at our so-called buy box every single week, and we can recalibrate it. We do make adjustments. If we're in an environment where underlying financing rates are increasing, we wanna make sure that we have a positive spread, so we're able to make adjustments by stopping the buy, let's say, in markets with low structural cap rates. Reducing volumes in other markets, we buy at higher cap rates. We're lowering our leverage slightly, so we borrow at a lower effective rate. These are all little adjustments we can make week to week to make sure that we get positive acquisition spreads. Now you can see today that where we are, and we're in the market right now with the securitization, but the acquisition cap rates are similar to the financing rates at this point in time. Now remember, this is just a point in time, because what we've seen happen over the last year is not only have underlying base rates or swap rates doubled, but the spreads have doubled as well. Spreads are up at least 150 basis points from where they were last year, and those are gonna come down when the market normalized. Again, this chart over here is just depicting a point in time. We do think spreads will normalize, and we'll get even more acquisition cap spread going forward. The other thing to point out is remember that when we're buying homes, we're one-third of the capital in the joint ventures, and the other two-thirds comes from our joint venture partners who pay us fees. When we factor those fees in into the adjusted cap rate, we're seeing significant spread. In addition to that, if we're able to achieve historical NOI growth, we should be able to add about another 50 basis points of spread if we look at one year. Again, our belief today is that it's accretive for us to keep on growing and even with much higher financing rates. The other important thing is to make sure that, in this environment that we don't run out of cash, and that we don't need to tap, the public markets, 'cause obviously that doesn't make sense. Here we just wanna show you that with our recurring cash flow, call it AFFO less dividends, which is pretty soon gonna be $100+ million. That, along with our cash and our liquidity from our credit facility, leaves us more than ample room to execute on our growth plan and our co-investment commitments over the next 2-3 years. Let's move on to the next slide and dig in a little bit deeper and talk about the way we finance homes. Because single-family rental is an operational business, it's in many ways not like real estate, and we use more floating rate debt because we're buying individual homes all the time. The first thing we do, step one, is we buy a home with cash. We renovate it, we stabilize it, then we'll throw it on a warehouse facility. Those warehouse facilities are floating rate debt. When we get enough homes on a warehouse facility, we're able to roll that off into a term loan or to a securitization, and typically, we'll fix the debt there and term it out with the life of our joint venture. That's the step one, two, three. Let's break that down and drill down and look at our balance sheet on page 20. You can see that of our debt, 75% is that fixed rate debt, the long-term permanent debt. You can see that we've got no maturities coming due in the next couple of years. The other 25% is the floating rate debt, where we're rolling, we're making acquisitions, rolling it on to the sub-line warehouse facilities and ultimately rolling it off into the permanent debt. Of the floating rate debt, $220 million's in a term loan, which we're gonna extend later this year. The majority of the remainder is going to be taken out by securitization that we're in the market with right now. The overall goal of our debt is to stay within debt to EBITDA range of about 8x-9x, and obviously to term it out as much as we can. We feel pretty good about where we are today, but wanting to explain why we have more floating rate debt than maybe more conventional real estate companies. Let's see on the next page and try to understand, well, what do the higher interest rates mean for the consumer? What does it mean for rent-or-own decisions, and how does that impact our business? We've almost never seen this. If you look at mortgage rates, they've gone from about 2.5% to nearly 6% in the U.S. That's really startling. It's led to real payment shock. If you're looking at a mortgage today, payments are up nearly 40% year-over-year, where rents are up about 10% in single-family rental. We're in an environment right now where we again have a real tailwind because those that were looking to buy homes are now invariably going to stop, and they're gonna need to rent. That's happening at the same time that we have a major demographic surge, right? If you go back to 2006, there's about 7 million more Americans in the country today that are at that prime age to either buy a home or live in a single-family home. We've got an economic environment that now favors single-family rental, creating even more demand for our business, and we have the demographics going our way, which should put us in a very good situation in terms of our property fundamentals. Other thing I'd point out is that if you look at an FHA loan, which is in, i s equivalent to a CMHC loan in Canada, let's say 3.5% down. The cost of owning a home with an FHA loan today is about 35% higher than renting a home on a like-for-like basis. That's some of the widest gaps we've ever seen, and again, really favors rental in this environment. This is why we're talking about staying calm and carrying on. Now on the next page, no matter what environment we're in, it's important that we always take a long-term goal in the way we run our business. Remember the golden rule. Treat others the way you wanna be treated yourself. That's the way we think about running our business, and that always starts with our employees. We wanna make sure that our employees feel fulfilled, that there's meaning in their work, that we can inspire them and empower them. Because we know when they're happy, they're able to take care of our residents. When our residents are fulfilled, they stay in our properties longer, they treat our properties like their own, and then refers to others, and all of that is great for our shareholders and investors. That's the philosophy of life at Tricon. It starts first with the employee, then the resident, and then the shareholder. Now, the other question we get is about the regulatory environment. This is an emotional asset housing. It always will be. We think that the best way to take care of that is to run the best business we can to be the most responsible landlord and corporate citizen. That's why we're so excited about our market-leading Tricon Vantage program, which is really designed to help our residents become more financially independent and plan for the future. It's got different components, but the one I would say is the signature, again, is the fact that we self-govern on renewals, right? We purposely set the renewals below market to allow our residents to stay in the home so we can run a low turnover model and they can plan for the future. We don't want them to have anxiety about thinking that they might get kicked out of their home. We want them to be able to stay with their family in their home. That's incredibly important, by the way, if we're gonna be going into a recession. We also have a resident emergency assistance fund. We've handed out hundreds of thousands of dollars of grants over the last few years to residents that have faced tough times, that might have had catastrophe, death, major medical issues, and we're helping them through that. If a resident chooses, we also wanna help them buy a home, right? The media might make you think that this is like, you know, a contest between owners and renters or consumers and homeowners. It's really not about that. It's not about that at all. That's all being politicized. This is about giving Americans choice, giving them options, thinking about housing as a continuum. They can rent if it makes sense, and then maybe our residents over time decide that they wanna own, and we can help them with it, and then maybe later they rent again. Again, it is a continuum, but we've created a program with Operation HOPE, where we help our residents with financial literacy, budgeting, one-on-one training. We have a credit builder program where they can improve their credit over time by submitting their rent. If we do decide to sell a home, we give our residents a first choice. We've got about 25 homes under contract right now to our residents, and we just announced our down payment assistance program, which we're incredibly excited about. For residents that would have been with us for five years and are in good standing, we'll provide a grant of $5,000 for the down payment, which could be a third, could be a half of their down payment under an FHA loan, which again, is incredibly impactful and helps them get into home ownership if that is what they choose. To conclude the presentation, there's a few key takeaways we wanna leave you with. We know it's a difficult time, we know it's uncertain, but our business is resilient, it's defensive, and it was designed to perform well in good times and in bad times. Second point is there's an incredible disconnect between what's happening on the ground right now, property fundamentals and public market valuations. We know interest rates can fluctuate, but if you look at cap rates over time, they tend to be quite steady. Last, we got the platform, people, technology and capital in place to pursue our steady and disciplined growth profile. Thank you very much for being with us. I'm gonna give a little opportunity here for Q&A and see if there's any questions. Back over to David Veneziano. Gary, there are no questions. I think we're good to go, Gary. There are no questions. Oh, there's no questions. Terrific. Well, thank you everyone for being on the call with us. We really appreciate your support, and we look forward to speaking with you in August when we discuss our Q2 results. Thank you very much.
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