DREAM Unlimited Corp.

For those who are here at the industrial REIT, the references were to hockey. I'm going to say it's more like boxing. Welcome to round five. Good afternoon. It's 2 o'clock. We'll now call the meeting to order for Dream Unlimited. My name is Michael Cooper, and I'm the President and Chief Responsible Officer and a member of the Board of Dream Unlimited, and welcome to the annual meeting. I will act as chair of the meeting because... Joanne Furson is unavailable. Robert Hughes will act as secretary of the meeting. With the consent of the meeting, never mind. We will first proceed with our formal business to expedite the formal part of the meeting. I will move and Shannon Macri, a shareholder, will second all motions all day. After formal business is concluded, our management team, actually me, will make a brief presentation and there'll be an opportunity to ask questions. Please hold questions that do not relate to the formal business meeting until that time. I have another affidavit from computer shares, the mailing of the notice of availability of proxy materials and the form of proxy are circular and other meeting materials were made available through the notice and access system. I would ask the secretary to place the affidavit before the meeting and to keep the affidavit with the corporate records. The scrutineers have advised that there are at least two individuals present who are shareholders or who represent by proxy shareholders who hold at least 10% of the votes attached to all outstanding shares. As a result, we have a quorum, and I declare the meeting to be regularly called and properly constituted for the transaction of business. The first segment of business is the presentation of the company's 2022 annual report, which contains the company's audited financial statements for 2022 and the report of auditors thereon. I note that the Secretary has placed before the meeting a copy of the 2022 annual report. The next item of business is the election of directors. As stated in our circular, eight directors are to be elected at the meeting and eight nominees are named. They are James Eaton, Joanne Firstman, Richard Gateman, Jane Gavin, Duncan Jackman, Jennifer Lee Koss, Vincenza Serra, and myself. Shannon, will you please nominate the nominees?

I nominate the individuals listed in the circular for election as directors of the company to hold office for the upcoming term.

Thanks. Are there any further nominations? Seeing no further nominations, I declare the nominations closed. Are there any questions on this motion? Seeing none, based on the proxy received, I would mention that each of the eight nominees received a majority of votes cast in favor of their election as director. After the meeting, we will issue a press release with detailed voting results. Given the proxies received, and as the number of persons nominated for election as a director is equal to the number of directors to be elected, I propose that with the consent of the meeting, not to take a formal vote on the election of directors. Therefore, I confirm that the motion has been carried and the eight persons who were nominated have been elected as directors by acclamation. The next item of business is the appointment of auditors. The audit committee and the board have recommended the reappointment of PWC. I move that PWC be appointed auditors of the company until the next annual meeting of shareholders and the board of directors be authorized to fix their remuneration, their pay. May I have a seconder?

I second the motion.

Are there any questions on this motion? The meeting will now vote on the motion. I propose to take the vote by a show of hands. I would ask those shareholders and proxy holders who are in favor of the motion to please raise your hand. Any votes withheld? Was that you in Oriel? The motion is carried. Amendment to the performance share unit plan and to increase the number of performance share units. The next item of business is to vote on a resolution authorizing amendment of the company's performance share unit plan to increase the number of performance share units that may be granted or accredited under the plan by a further 600,000 units. I move to approve the resolution amending the performance share unit plan as set out on page 20 of our management information circular. May I have a seconder?

I second the motion.

Are there any questions on this motion? We've been advised by the scrutineers that there's been more than 50% voted in favor, but I would ask those shareholders and proxy holders who are in favor of the motion to please raise your hand. Any contrary? The resolution is passed. Next item is the amendment to the restricted share or restricted share unit plan to increase the number of restricted share units and restricted share awards. The next item of business to vote on what I just said, that would be a further 800,000 units. I move to approve the resolution amending the restricted share, restricted share unit plan as set on page 21 of Dream Unlimited. Circular, may I have a seconder?

I second the motion.

Are there any questions in this motion? I've been advised by the scrutineers that a majority of proxies are in favor. And as a result, I would suggest we take a show of hands. I would ask those shareholders and their proxy holders who are in favor of the motion to please raise your hand. Any contrary? The motion is carried and the motion is passed. Amendment to the Deferred Share Incentive Plan. Again, as disclosed in the circular, to increase it by a further 65,000 units. I move to approve the resolution amended by the Deferred Share Incentive Plan. May I have a seconder?

I second the motion.

Are there any questions on this motion? Let's do it again by show of hands. All in favor? Anybody against? It's approved. The formal item of business is set out in the notice of meeting have now been dealt with as there is no further business to come before the meeting. I declare the formal part of the meeting to be concluded. So thank you all for that. Can our seconder now take over AV? We don't have anything new to say. Happy to answer questions. We've got a little bit of presentation. With the press release that goes out tonight, we're telling everybody that September 6th, we're going to have a teach-in for Dream Unlimited, Dream Office, and Dream Impact Trust. We want to focus on what we see as the net asset value, how we've grown the value over the last 10 years, what we expect for the next 10 years, what's happening with the assets we have, how we're financing them, and how we think we're going to continue to make money at the rate that we've been making for the last 10 years. So that's where the new information will be, plus we'll have our second quarter results coming out in August. And the second quarter results should have good asset management numbers. I'll just start with that. So what's happening right now in the company, very simple terms, asset management has grown a lot since last year, both in terms of assets under management, as well as how much money we're making. In addition to that, the team has worked very hard to meet with global asset managers from all around the world. We're making great progress, and we hope that we'll see an increase in growth in asset management, even though this is a difficult year to raise funds. But I think the team is doing a great job getting out there and getting known and showing people what we've done and what we can do. In Western Canada, I was out in Saskatoon last Monday. Very, very exciting. We're building rental properties on our lands. It's a new initiative and it's going great. So we're building an apartment building in Saskatoon in the Brighton neighborhood right now. We're building, it's 120 unit building. We're building 100 townhouses and we're building our very first 15 single family rental that should be finished and ready to lease up within a month or two. So we're going to get some good feedback. We've got opportunities to continue growing our apartment business in a new community called Willows that if our luck holds will be approved next week. And Alpine Park, which is going great. That's our... That's the development we bought in 1997. We've grown it from 320 acres to 1,800. It got approved two years ago, and I think we're going to go and do a really big push to do all the front-ending for it this year and next and get that one firmly underway. So Western Canada looks good. Our ski area – I'll get to the slides in a minute. Our ski area closed yesterday. uh march was the best month we've ever had february was the second best month we've ever had april was the fourth best month we've ever had we're gonna close the year uh with less skiers than we've had in the past much higher yields people having great experience we added a high-speed six-pack that's six people sitting together go up the hill uh people love our ski area and uh it's been making a lot of money for us So Western Canada is doing great. Asset management is doing great. The ski area is doing great. We've gotten big into apartments. We have five apartments being completed in total this year. And I think we're starting another three. So that's becoming a meaningful business for us. We bought about $700 million of apartments throughout the family of companies over the last two years in Canada. And we're involved with 8,000 units in the US. So that's become a big business. One of the interesting things about our business is between 2016 In 2019, we sold 11 billion of office properties. So we went from 13 to two. At the beginning, when we started selling office properties, we had 1 billion of industrial properties. Now we are owner manager of 14 billion and become the largest owner manager of industrial in the country. So that's not a bad trade for where you want your money. What else we've done is, The 8,000 units in the US plus about 3,000 units by the end of this year in Canada. And by the way, apartments are worth a lot more in Canada than they are in the US. We've got about 3 billion in Canada altogether. I think we're about $4.5 billion of apartments, and between apartments and industrials, probably about 75% of our total assets. So a lot of those decisions have been good, got lots of potential going forward. Later tonight, I'm going to a dinner for Frank Gehry. Last year, June 15th, just under a year ago. We started to market the Frank Gehry Tower called Forma. Its total sales is over 1.1 billion. We've sold almost a billion dollars of condos. And tomorrow they're having the celebratory groundbreaking, which is a pretty important event. It's a big building. It's an important building. It's kitty corner to Roy Thompson Hall. And we're thrilled that we've been able to get those kinds of sales in this market. We're finishing block eight, a 751 unit apartment building in the West Donlands. So, you know, a lot of our business is going very well. Condos are a little bit slow. Apartments are strong. House sales aren't bad. So, you know, if you don't read the newspaper, you have pretty good days. And Dream Unlimited is doing pretty well. So in asset management, you know, we had $26 million of assets. FFO the last 12 months, but that's growing $18 billion of fee paying assets. That's for public companies and for private funds. The private fund business we just started three years ago, less than three years ago, and it's coming along good. It's tough, but it is like everything we do. You put the time in, you work really hard and over a number of years, it really pays off. Next. Yeah, this is a little deal that was completed in February. This one was interesting because we bought a public company, Summit REIT. The public viewed it as trading at well-valued. We thought it wasn't. We thought that it was worth more. We partnered with GIC, one of the world's largest sovereign wealth funds, and bought the company with 10% being taken by Dream Industrial, 90% by GIC. And that obviously increased our assets under management for industrial by a lot. But it really showed the power of having both public and private business. And, you know, the numbers we're seeing out of that business are really attractive. We're ahead of whatever our pro forma was. We're getting huge increases in rents and we roll over. The integration is going well. And it's the second deal we've done with GIC. We hope to be able to do more work with them and other large sovereign wealth funds. And we'd love to be able to do it in Canada, which is totally underrepresented among all of the big funds in the world. This is, it's interesting. When I was talking about all the things we own, I don't normally refer to our ownership in, let's say, Dream Office, where we're at 37%. So of the two and a half billion of assets, about 900 million of that is effectively our indirect interest. We've got a billion dollars of income assets on our balance sheet at Dream, unlimited now, not including it. If you add that, it's 1.9. We think we're gonna add another billion through the work that we're doing over the next five years. And we'll go into that more on September 6th. Impact, we spoke about it this morning. It has some of the greatest assets in this company, including Keyside. And we're going to continue to own more and more of it. And I think we covered the rest. We bought this for $1.5 million 27 years ago. It's paid off. Yeah, this one is interesting too. We bought this, our cash payment on this was $2.7 million. I remember we bought it. We had a private company and a public company. We had basically what was now Dream Office Reads as a public company. We bought this. This was in an abandoned area to the east of the city. I got a phone call when we bought it from a large shareholder of Dream Office saying, you better not put that in the public company. It's in the middle of nowhere. And we weren't going to anyways. That $2.7 million probably turned into more than $200 million. And this has become the center of the expansion of Toronto eastward. It's the third most popular tourist site in the city. And January bought another 12.5%, which is 62.5%. Let's go to another slide. I think we got... This is one of the apartments that we acquired and... It's a big complex. We're able to use our community foundation that we created that has been sending kids to school, to camp, breakfast for kids, and we're working on doing more stuff for adults, but we're really trying to create a special community integrated into the residential business that we have there. What we're working on now, just as a foreshadowing for September 6th, I'm not sure of it, but I think that we have more than enough work for the next 10 years just on our own assets. I don't think we need to buy another thing anywhere on our own balance sheet to grow our business. Development, we develop to build, we develop to sell and develop to keep. And there's buildings that we're doing now as condos. We prefer apartments because they keep on giving, but it's all complicated. But overall, these are big numbers coming to companies. I think now with a $900 million market cap. We have lots of land for development. Yeah, this is the one I wanted to mention. You know, we do this all the time. We sort of show a slide and, you know, everyone at the company feels, oh, we communicated such a great job. We told people what we have. They understand it. We've done about 15 tours with banks and large asset managers from around the globe to show them what we're doing on the east side of Toronto. And nobody's seen anything like it. The distillery district is 13 of the 74 acres. I think I mentioned we bought the first 50% of the distillery in 2004. Ever since then, we've been accumulating land around it. I think we've built about 5,000 units so far. We've got in excess of 12,000 in total. So we're just less than halfway. But this is going to be some of the greatest assets that are available to own in Toronto, including the... Sorry, go back for a second. You probably haven't. Sorry, sorry. Seconder? Oh, it's you guys. No, no, we can go forward. Almost done. This is West Dawn Lands that we did a deal, public-private partnership with the Ontario government. It's going to have great returns. The first building will be completed July 25th, come hell or high water, and the second building in 2025. It's 751 units. It's going to be a real showpiece for people to see what it is that we've been up to. Next, please. This is a project we got involved in in 2013. We had a couple of false starts, but it is a great development. It's both in Ontario and Quebec. It's in the central downtown part of Ottawa and Gatineau, the national capital region. And now we've finished a couple of condos. We finished four commercial buildings. or five commercial buildings. And we finished one apartment building. We're doing the second one in Gatineau that'll finish this fall. We're finishing the first one in Ontario and we got one or two to do a year until we're finished. So that's very exciting. Yeah, this is Quayside. This is a 13-acre site that we acquired. We owned a site beside it called Victory Silos. Victory Silos we bought for $58 million with a partner in 2017. It's now valued at about $300 million. It's been a home run. It's adjacent to this site, which was a sidewalk lab site. this might be the largest public-private partnership in Canada ever. This site, I think, is the third most expensive site ever sold. I think the number one is the Downsview Airport. Second one is East Harbor, and this is third. We did a structured deal with Waterfront Toronto after they approved us, and financially, it's going to be an exceptional opportunity, and it's going to be great for the city. uh we closed on the first phase in march and we're hoping by the first quarter of next year to have this huge project approved because it's so important to the city and they're working so closely with us anybody got a question i haven't heard from you all day paul Actually, Paul, in today's new world, they're average.

There's just over 1100 units.

About 85% of them were sold, almost a billion dollars of sales. We started construction already. First, we had to remove – we had to ready the buildings for demolition. We started already excavating the site. But tomorrow is a ceremonial groundbreaking. Frank Gehry is here, and people are pretty excited about it. We're very fortunate to have – a group of banks that loaned us $700 million based on the sales that we had plus the construction costs that we fixed. So it's starting and it's probably five-year construction cycle. Yes. Yes. You know, yeah, you know, I started this company in 1994 privately, 1996 we went public. And every year we do a thing, then we do another thing. So now it's like 29 years later and it all makes perfect sense to me. So if you spent 29 years on it, you'd know everything about it. But it's harder to explain. So we put the FFO in to try to find a way to – show investors what the recurring income was. If you ask me, I'm focused on NAV, always have been, always will be. Your earlier question is fascinating because in 2006, interest rates at the short end, interest rates were here in 2006. So what's interesting about that is 2006 is the last time we had an economy that wasn't in a state of emergency. so you know a month ago we had 2.8 10-year bonds 3.1 five-year bonds at one point the five-year bond went under three that's normal and uh i think it's healthy and i think one of the illusions that happen now is people walk around saying everything's terrible except for one problem uh everybody's got a job the housing market's functioning and people have savings so if you ask a central banker they would say it's terrible because people are doing too good we're actually blown away by the activity we have in Western Canada. In Toronto, it's scary how hot the market is for single-family housing. Condos, it's a lot slower. This is the largest year of registrations of closings in the history of the city. And that has a lot of events. So there's a lot of people who bought condos some time ago who will be closing on them. Some that may not want to own them forever. They might want to sell them now. Most of them are deeply in the money, so they'll make money at it still. But what I think is so interesting about it is, Let's say somebody's building a building. They expect to have $50 million of profit. Maybe it took a little longer, a little bit of construction stuff. They're still going to get $44 million. This year, developers of properties are going to get more cash than they've ever gotten in history. And I just think that's missed again because I think they're going to look to say, well, how do I – get some more land to build on. So I think it's a lot more balanced out there. But with your specific question, in Saskatoon, we're building to a six gap. Seems like everything we're doing is building to a six gap. We just put a 10 year loan two months ago on 120 unit apartment building we built, and it's 3.8%. If you can build at six, finance for 10 years at 3.8, it's a living. So Western Canada is working pretty well. We're really anxious to see how the purpose-built rental for housing, the single-family does. We've never done that before. We're doing 15, and it's probably 60 to 90 days away from getting some results back. And we'll see how, you know, should we do more apartments, townhouses, or single-family rental, or more of all of it. So all of that's working right now. In the cities, it's tough, but, I mean, Syring, Yankee, Jamie, about 35 people from our team are working night and day with the city, the province, and the feds, working on how to put all the pieces together so we can build apartments in the city, in Toronto, and in Ottawa that work. I think the dam's going to break, and you're going to see the fundamentals working a lot better based on some changes that are coming. So I think we need departments. I don't know if you know this, but Housing Now, from what I understand, awarded 20 sites, They would have at least 50% affordable housing units. They wanted a bunch of things. They just kept adding things. They awarded them to developers. Not one has been built. So there's been a lot of talk about affordable housing. We're very proud that we've built a lot already, and we've got a lot under construction. But there's going to be an enormous pressure to come up with a lot more housing. And I think every level of government knows it. And although there's a lot of dissonance out there, I think it's coming together. And this fall to the spring, it's going to be a lot more predictable and we see a lot more building coming. Yes. It's a very interesting question for so many reasons. There's a site called 31A Parliament. That's where that huge billboard is. And we got it approved. And before we could start building it, the provincial government came out and said they're putting in the Ontario line and it's going right under that building and we're not allowed to start it until they do the tunneling. So we're delayed about four years. That's an 850,000 square foot approval that we have that's going to go all across the south to add to the distillery. we think we've got opportunities continue to talk to the city because it's a huge site and get more density so that's the first level expansion but the really exciting expansion which was the big idea we had was from that building from the south portion of the distillery to quayside is about three or four hundred feet And we want to create some links. So something like the winter market and everything else could be both at the distillery as well as at Keyside. So Keyside opens up another 20 acres, including the silos. So I think we're going to keep spreading the feeling of the distillery into more and more lands out there. For those who don't know, the Distillery District is the original Goodham and Ward site, and they made Canadian whiskey. And in 1850, that site, that little site produced 50% of Canada's GDP. We're more diversified now. But what they did was they needed all these different buildings. They would have buildings where people were working. They had buildings where they had the casks aging. And as a result, they had 26 buildings in downtown Toronto all on one site, and all the roads were owned by the distillery. So when we bought it, we were able to have a European-style pedestrian concourse of 13 acres in the city, and it's a pretty special place, and we're really building on that. Yeah, I mean, we have a thousand people. I'll give you my view and anybody else is free to have whatever view they want. I think we're going through an enormous transition that I've never seen in the use of a real estate sector. So if you think about other asset classes, industrial buildings, there's more things happening. Maybe there's a three-story building. Retail, there might be, but what's happening with office is completely different. People's behavior has changed dramatically. I do think that we're gonna have more flexible work, and I think it's necessary. My personal opinion is if you look back before COVID, people were going crazy trying to be in the office all the time, take care of their kids, take care of their sick parent, and then do all their chores on Saturday and Sunday where basically you were in a parking lot trying to get into Yorkdale. So I think that we're beyond that. I actually think COVID will be forgotten for the inconvenience, but will be remembered for a time when people took 18 months to meditate and decide they want to have a different life. And I think that's what we're going through now. I think it's a very I think it's going to be a really positive thing that people are saying, I need to balance my life. Now, they do have to balance, including how do we a productive society. So, you know, I think I think that's what's going on now. Right now, I think. We're at about two-thirds, let's say 49% or 50% of the number of people are in the office on average, but it's much higher on Tuesday, Wednesday, Thursday. I think it's probably going to edge up. We'll never get back to where we were. It's not necessary. I think the way that office buildings are being used will be interesting in terms of is there going to be more common space? Is there going to be auditoriums? What are we going to do with them? But I think they're here to stay. One thing that Toronto has going for it that's unbelievable is downtown is slammed. I mean, people might be at the park, they might be at the restaurants, but downtown is, everyone wants to be downtown. This is where you want to have condos. This is where you want to rent apartments. So I think it's got a really healthy, vibrant city, but it could take a number of years before you get rid of buildings that nobody should ever rent again because they're obsolete and they would cost too much money and they should probably be replaced with apartment buildings. And, you know, I think we're seeing some new buildings. They will continue to see new buildings over time, but at a much lower pace, but it'll balance out. And I'm not sure what the, net effective rent will be, what the average occupancy will be, or how they value buildings. But I think that it's going to be a tough few years, but I think it's gradually going to get better. Come on, not ending on office. I spent my whole life trying not to talk about office. Another office question?

Yeah.

Yeah, we talk about those types of deals. Nobody in Canada has ever done a deal of that scale with a sovereign wealth fund. I mean, never happened in real estate before. We're working with them and others looking to do deals, but not just in Canada. But they take a tremendous amount of effort, and there's just not that many of them done. So we're thrilled that we have the ability to show the largest investor in the world the product of our work. And hopefully that will lead to other big deals. It's a long story. There's a lot of issues. Number one, our cost base is basically zero. And despite all the rhetoric, the tax costs for us to sell would be more than double if we sold it in Canada and we can't recover it from anywhere. So, I mean, just like let's say it makes $10 million and we could sell it, I'm making these numbers up, we could sell it 13 times, it's $130 million. You know, that's let's say I got to get a 7% return on our money. As soon as we sell it, We're going to have $90 million to make 10 million from. So now we've got to get 13%. So I think the risk reward right now is really, really favorable for running it. It's growing. We've got a lot of runway. We switched from Vale, went more independent. We've included Icon. I think we've got a big future there, but the transaction costs are so huge that what I would see is taking the cash out of it and potentially investing in an income properties in the States because that's a better tax. And one thing that current investors don't really think about I spend at least 40% of my time working on tax. How we manage tax is such a huge deal to achieve the overall profits of the company. And it's becoming a more and more significant area of business as we have older assets, which have big built-in gains. And I think that the income properties provide us with a lot of shelters. So we build an apartment building. We don't just get the return on the apartment building. We get to take the depreciation applied to our other income, and it lowers our overall... tax costs and frees up more of the income for the owners of the company. I'll leave the rest until September 6th. Everybody's invited and we'll be around for a few minutes. So thank you so much for coming out and appreciate all your interest in the company.