Boston Pizza Royalties Income Fund (BPFUN) Earnings Call Transcript

Hello. This is the Chorus Call conference operator. Thank you for standing by. Welcome to Boston Pizza Royalties Income Fund's 2020 Annual General Meeting. [Operator Instructions] At this time, I would like to turn the conference over to David Merrell, Chair of the AGM. Please go ahead, sir.

Thanks, operator. Good afternoon, everybody, and welcome to the 2020 Annual General Meeting of Unitholders of Boston Pizza Royalties Income Fund. My name is David Merrell, and I'm a trustee of the fund. There was no quorum present at the AGM held on June 30, 2020, so the meeting was adjourned to today. We will conduct this AGM differently than we have in the past. Specifically, we will conduct the formal business of the AGM and dispense with the presentation from management and the reception that typically occurs. We recommend that unitholders vote by proxy and not attend the AGM due to safety concerns surrounding COVID-19. I hope that all of our unitholders are safe and well in these unusual times. I would like to call the 2020 Annual General Meeting of the unitholders of Boston Pizza Royalties Income Fund to order. As a trustee of the fund, I will act as Chair of this meeting. Jonathan Jeske of Boston Pizza International Inc. will act as secretary for the meeting. Also, Marissa Beintema of Computershare Investor Services Inc. will act as scrutineer for the meeting. I would like to welcome and thank you for taking the time to participate in this meeting, particularly those that are listening via conference call. Before proceeding with the formal business of the meeting, I would like to introduce the other 2 trustees of Boston Pizza Royalties Income Fund who are participating via conference call. Firstly, Marc Guay, who is the Chair of our Board; and Paulina Hiebert, a trustee. In addition, I would like to introduce the following representatives of Boston Pizza International, who are participating in today's meeting, either in person or via conference call. Jordan Holm, President of BPI and Boston Pizza GP; and Michael Harbinson, CFO of BPI and Boston Pizza GP. I have before me an affidavit of [ Kavitha Masilamani ] of Computershare attesting that notice calling this meeting, together with the information circular were mailed to registered unitholders and intermediaries in accordance with National Instrument 54-101. Therefore, I conclude that the meeting has been properly called. With your consent, I will not read the formal notice of meeting that was sent to shareholders. Pursuant to Section 13.3 of the amended and restated declaration of trust dated December 7, 2010, the voting unitholders present, either personally or by proxy, shall form a quorum at this adjourned meeting. I have before me, and I adopt the scrutineers' report on attendance, which confirms that a quorum is present for the meeting. As a result, I declare that this meeting is duly constituted for the transaction of business. The minutes of the last annual meeting of the voting unitholders of the fund, which was the Annual General Meeting held on June 19, 2019, are available for inspection by any unitholder. I will entertain a motion to take the minutes as read and confirmed.

So moved.

Is there any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. On behalf of the Board of Trustees, I have for presentation, the audited consolidated financial statements of the fund and the auditor's report thereon for the periods ended December 31, 2019, and December 31, 2018. Unless there are questions arising from the audited financial statements, I will consider the audited financial statements received by unitholders as submitted to this meeting. The next item of business is the appointment of auditors. It is proposed that the fund reappoint KPMG LLP as auditors of the fund. Accordingly, I would -- I ask for a motion that KPMG LLP be appointed as auditors of the fund for the ensuing year and that the remuneration of the auditors be determined by the trustees of the fund.

So moved.

Any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. We will now proceed with the appointment of trustees of the fund for the coming year. The information circular, which was mailed to unitholders in connection with this meeting, contains the names of, and information about, nominees to the Board of Trustees. There are 3 positions to be filled, each one for a term ending at the next annual meeting or until a successor is duly appointed. I now declare the meeting open for nominations for trustees.

I nominate the persons named in the information circular for this meeting to be trustees of the fund, namely David Merrell, Marc Guay and Paulina Hiebert.

Are there any further nominations? Each of the nominees has previously consented to act as a trustee of the fund. If there are no other nominations, I would ask for a motion that nominations be closed.