SmartCentres Files Information Circular for Annual Unitholders’ Meeting
SmartCentres Real Estate Investment Trust has completed the preparation of its management information circular and has begun distributing it to unitholders in advance of its upcoming annual meeting. The meeting is scheduled to take place on May 13, 2026, and will provide unitholders with an opportunity to review the REIT’s performance, governance practices, and strategic direction, while also voting on several important matters.
At the annual meeting, unitholders will be asked to consider and approve a number of standard and special items. These include the election of trustees to the Board, the appointment of the REIT’s external auditor for the coming year, and an advisory vote on the Trust’s approach to executive compensation. This advisory vote, often referred to as “say-on-pay,” allows unitholders to express their views on how senior executives are compensated, ensuring transparency and alignment with investor interests.
In addition to these routine matters, unitholders will also be asked to approve the adoption of a new long-term incentive plan. This proposed plan is designed to better align executive compensation with the REIT’s long-term performance and strategic goals. By linking incentives to performance metrics and long-term value creation, the REIT aims to strengthen accountability and encourage sustained growth. Full details of the proposed incentive plan, along with other relevant information, are outlined in the management information circular, which has been formally filed on SEDAR+ under the REIT’s profile.
Alongside preparations for the annual meeting, SmartCentres has also announced the successful completion of previously disclosed negotiations with the Penguin Group of companies (“Penguin”). These discussions have resulted in new five-year agreements that will further solidify the long-standing relationship between the REIT and Penguin. In addition, the REIT has secured a five-year extension to the appointment of its current Executive Chairman and Chief Executive Officer. These arrangements were formally entered into on April 1, 2026, and are effective retroactively from January 1, 2026. They will remain in place through December 31, 2030.
The renewal of these agreements is a significant step for SmartCentres, as it ensures continuity in leadership and preserves access to Penguin’s extensive development expertise and industry relationships. Over the years, Penguin has played a key role in supporting the REIT’s development initiatives, contributing to its growth and success in the real estate sector. By extending these arrangements, SmartCentres is reinforcing its commitment to maintaining strong operational and strategic partnerships.
The negotiation process for these agreements was conducted with a strong emphasis on governance and independence. An Independent Committee, composed entirely of independent members of the Board of Trustees, was responsible for representing the interests of the REIT throughout the process. This committee carefully evaluated the proposed arrangements, taking into account input from independent financial, legal, and compensation advisors. After a thorough review, the committee unanimously recommended that the Board approve the agreements.
The finalized arrangements consist of several key components. These include an extension and amendment of the executive employment agreement for the Executive Chair and CEO, an updated Penguin Services Agreement, an amended Development Services Agreement, and an omnibus settlement agreement. Together, these agreements are intended to modernize and streamline the relationship between SmartCentres and Penguin, while also enhancing alignment with the REIT’s long-term governance framework.
By updating these agreements, the REIT aims to improve operational efficiency, clarify roles and responsibilities, and ensure that all parties are working toward common objectives. The changes also reflect evolving market conditions and best practices in corporate governance, positioning SmartCentres to better navigate future opportunities and challenges.
Further details regarding these arrangements are provided in the management information circular, giving unitholders a comprehensive understanding of the terms and their potential impact on the REIT’s operations and governance.
In a related development, SmartCentres confirmed that the previously outstanding voting top-up right has expired in accordance with the REIT’s Declaration of Trust and will not be reinstated. This change reflects an ongoing effort to simplify the Trust’s capital structure and governance provisions.
Finally, the REIT noted that the transactions associated with the new arrangements are either not subject to the related party transaction requirements under Multilateral Instrument 61-101 or qualify for exemptions from the requirements to obtain a formal valuation or minority unitholder approval. This ensures that the agreements comply with applicable regulatory standards while maintaining efficiency in execution.
Overall, the developments announced by SmartCentres highlight its focus on strong governance, strategic continuity, and long-term value creation for its unitholders. The upcoming annual meeting will serve as an important platform for investors to engage with the REIT and participate in key decision-making processes that will shape its future direction.
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