Artis Real Estate Investment Trust (OTCPK:ARES.F) 2025 Extraordinary General Meeting Transcript

Summary of Artis Real Estate Investment Trust Extraordinary General Meeting Company Overview - Company: Artis Real Estate Investment Trust (OTCPK: ARES.F) - Meeting Date: December 11, 2025 - Format: Hybrid (in-person and virtual via Lumi Connect) Key Points and Arguments Meeting Structure and Procedures - The meeting was chaired by Liz Wigmore, a trustee and chair of the special committee [1] - Introduction of trustees and senior management team members present at the meeting [2] - The meeting required a quorum of at least 25% of issued and outstanding common and preferred units to proceed [4][5] - Voting procedures were outlined for both in-person and remote attendees, with ballots provided for registered unit holders [7][9] Special Resolutions - A special resolution was proposed to approve a statutory amendment and restated plan of arrangement involving Artis and RFA Capital Holdings Inc. [10][11] - The arrangement would result in the formation of a new company, RFA Financial Inc., with Artis REIT as a wholly owned subsidiary, and common unit holders would own 68% of RFA Financial Inc.'s common shares [11] - Separate votes were required for Series E and Series I preferred units, each needing at least two-thirds approval [6][18][21] Equity Incentive Plan - An ordinary resolution was presented for holders of common units to approve an equity incentive plan for the resulting issuer, which included a monetary limit on non-employee director participation [22][26] Voting Results - All resolutions were voted in favor by the necessary margins, concluding the formal business of the meeting [27] Additional Important Content - The meeting included a general question-and-answer session, allowing unit holders to engage with the Board and management [30] - Acknowledgment of the support from unit holders and partners was expressed, highlighting the importance of their engagement throughout the process [32][33] This summary captures the essential elements of the meeting, including the company involved, the key resolutions discussed, and the overall engagement with unit holders.