Special Meeting of Stockholders - PARK NATIONAL CORP
Welcome to the special meeting for Southern Realty Trust Inc. Our host for today's call is Brian Sedrish, Chief Executive Officer. I will now turn the call over to your host, Mr. Sedrisch. You may begin, sir. Good afternoon, and welcome to the 2026 Special Meeting of Stockholders of Southern Realty Trust, Inc. I am Brian Setters, Chief Executive Officer of Southern Royalty Trust. It's my pleasure to welcome you here today for this special meeting and to introduce Gabriel Katz, our Secretary and Chief Legal Officer, who will act as Chair and Secretary of this meeting. Thank you, Brian, and Welcome, everyone. Thank you for joining us today. We are excited to be hosting our virtual meeting, which allows us to reach a greater number of shareholders. We have shareholders attending via the web portal. As is customary, we will conduct the business portion of our meeting first and answer any questions following the end of the meeting. We are now ready to call the meeting to order. Next, I will discuss the meeting procedures. We are also joined here today by representatives from Cone Resnick LLP, our independent auditors, as well as the following board members. Brian Sedrisch, our Chief Executive Officer, and Howard Sudnow, an independent director who also served as a member of the Special Committee of the Board recommending the Board approve the merger and related matters. Jim Raitt of Broadridge Financial Solutions will act as Inspector of Election for the meeting. Mr. Raitt has subscribed and filed his oath of office for purposes of this meeting. The only formal items of business on the agenda for today's meeting are the two proposals described in the company's proxy statement for this meeting, dated September 21, 2026. No other business will be transacted at this meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field in the web portal. Please note that this meeting is being recorded, however, no one attending via the webcast is permitted to use any recording device. The Board of Directors set the close of business on September 14, 2026 as the record date for determining stockholders entitled to vote at this meeting. I've been presented with the following documents, a certified list of holders of the company's common stock as of the close to business on the record day, and an affidavit from Broadridge financial solutions as to the mailing on or about September 24th, 2026 of the notice of the special meeting, the proxy statement, and the proxy card to all stockholders of record as of the record date. These materials will be incorporated into the minutes of this meeting. The stockholder list shows that as of record date, there were 5,837,900 shares of common stock outstanding and entitled to vote at this meeting, The inspector of election has informed me that stockholders holding a majority of all the votes entitled to be cast at this meeting are present in person or represented by proxy. Accordingly, a quorum is present for purposes of transacting business and I declare the meeting duly and lawfully convened. Now I will present the matters to be voted upon. Proposal one is the merger proposal. The proposal is to approve the merger of Southern Realty Trust Inc. with and into Sunrise Merger Sub LLC, a Maryland Limited Liability Company and wholly owned subsidiary of Sunrise Realty Trust, Inc., a Maryland corporation with merger subs surviving as a wholly owned subsidiary, of Sunris Realty Trust, inc., pursuant to the agreement and plan of merger dated as of August 5, 2026. Proposal 2 is the adjournment proposal to approve the adjourment of the special meeting, necessary or appropriate for the purpose of soliciting additional proxies for the approval of the merger proposal. As described in the proxy statement, the company does not intend to call a vote on this proposal if the merger proposal is approved. The vote required to approve each proposal is described in the company's proxy statement for this meeting. The polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have already voted and do not wish to change their vote do not need to take any further action. I will now pause approximately one minute for voting. you Now that everyone has had an opportunity to vote, I declare the polls for the 2026 Special Meeting of Stockholders closed. No further ballots, proxies, revocations, or changes will be accepted. Based on the tabulation submitted by the Inspector of Election, the Preliminary Vote Report shows that the merger proposal has been approved by the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote at this meeting. Because the merger proposal has Been approved, the adjournment proposal is unnecessary and the company will not call a vote on it. With that, I turn the meeting back to Brian Sedrish. Thank you, Gabe. There being no further business to come before the meeting, the 2026 special meeting of stockholders of Southern Realty Trust, Inc. is now adjourned. We will now begin our Q&A. Given that there are no questions, this concludes the meeting. Thank you all for your attendance today and for your continued support. This now concludes the meet-up. Thank you for joining, and have a pleasant day.
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- PARK NATIONAL CORP
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- PARK NATIONAL CORP