Charter Hall Group (ASX:CHC)
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Apr 27, 2026, 4:11 PM AEST
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AGM 2022

Nov 16, 2022

David Clarke
Chair and Independent Non-Executive Director, Charter Hall Group

Good afternoon, everyone. On behalf of the Board of Directors, it's my pleasure to welcome you all to the 2022 annual general meeting of your company, Charter Hall Group. My name is David Clarke, and I'm the Chair of the Charter Hall Group Board of Directors. It's now 2:30 PM, and as the necessary quorum is present, I declare this meeting properly constituted and open. I'd like to first acknowledge, as we commence today's presentation with an acknowledgement of country. Charter Hall is proud to work with our customers and communities, to invest in and create places on lands across Australia. We pay our respects to the traditional owners, their elders, past, present, and value their care and custodianship of the lands.

This afternoon, I'll provide a brief overview of our business and achievements during financial year 2022, and then our Managing Director and Group CEO, David Harrison, will provide an update on our business and key results as well as our earnings outlook for the financial year 2023. We'll then move to the formal business of the meeting and the resolutions for your consideration. There are five items of business and six resolutions for your consideration today. The first resolution involves the re-election of directors. There are three directors standing for re-election, including myself, and when the time comes, I will ask each of the directors to say a few words and provide some personal background and the reasons they believe they should be re-elected.

Three of the other resolutions relate to the approval of the remuneration report and the issue of service and performance rights to the Managing Director and CEO, David Harrison. There'll also be an opportunity to ask questions of the directors, and I will ensure that there's adequate time to address any issues that security holders would like to raise. I'd now like to introduce my fellow Non-Executive Independent Directors. Firstly, David Ross, who's chair of the Remuneration Committee and a member of the Audit, Risk, and Compliance Committee and the Investment Committee. Jacqueline Chow, who is a member of the Audit, Risk, and Compliance Committee. Karen Moses, who's chair of the Audit, Risk, and Compliance Committee, a member of the Remuneration Committee, and the Nominations Committee, and is standing for re-election today.

Then, immediately to my left is Greg Paramor AO, who's a member of the Remuneration Committee, the Nominations Committee, and chair of the Investment Committee, and who is also, like Karen and myself, standing for re-election today. Finally, I'd like to introduce our Managing Director and CEO, David Harrison. Also present today, and I welcome Mark Bryant, our Company Secretary, Ewan Barron, from our Auditor, PricewaterhouseCoopers, who will be available to answer any questions about their audit of the financial statements from security holders. Financial year 2022 was another year with a challenging backdrop of natural and geopolitical challenges and uncertainties. Against this backdrop, not only did we successfully manage these challenges but take a measured and prudent approach, we took the opportunity to grow.

Charter Hall ended the year with AUD 80 billion in funds under management, holding the largest sector-diversified commercial property portfolio in Australia. The result was a combination of talented, cohesive leadership team and hard work over many years to diversify the group across asset classes, customer type, and equity sources. The operating earnings post-tax of AUD 542 million or 115 cents per security was up 89% compared to the previous corresponding period. Over a five-year period, we have averaged 26% annual growth in post-tax earnings while we continue to deliver sector-leading annual distribution growth of 6%. The group's financial year 2022 post-tax earnings return on consolidated equity basis, on a contributed equity basis, sorry, was 31%, a leading return within the AREIT sector and within the ASX 100.

Partnership continues to sit at the heart of Charter Hall's approach to business. Our investors and tenants are customers, many of whom are also ownership partners or potential vendors of sale and leaseback assets. I'm very proud of the partnership with our customers and communities and the resilience and drive that our people have demonstrated to deliver an outstanding set of results once again. We know that to achieve ongoing outperformance, we need to build on the strength of our customer relationships, as well as harness the talent within our business for mutual success. We maintain a clear focus on serving our customers' needs, evolving our cross-sector tenant and investor relationships, and investing alongside our partners. It's this focus that is responsible for our ongoing outperformance. Along with the focus on serving our customers, we know that ESG continues to be a key thematic for investors assessing their portfolios.

Sustainability is central to how we conduct our business. Charter Hall remains focused on ESG as a strategic differentiator. Delivering environmental and social value in partnership with our tenant and investor customers will support long-term sustainable growth and returns. Our transition away from fossil fuel energy sources is well underway. We're investing in future-proofing our workplace developments through efficient energy measures, including a shift towards all electric buildings powered by renewables in line with our market transition strategies. Charter Hall understands that buildings have and will continue to have a critical role in driving low carbon outcomes, given commercial and residential buildings account for a quarter of Australia's emissions and almost half of the country's electricity use. Throughout financial year 2022, we made demonstrable progress and achieved clear differentiation in our approach to ESG.

Importantly, post the recent June balance date, we've accelerated our commitment to Scope 1 and Scope 2 net zero carbon operations, bringing forward our target by five years to 2025. Now key to achieving this target is our FY 2022 power purchase agreement with global renewable energy provider ENGIE to supply 100% of electricity from renewable solar and wind sources across the group's property portfolios over seven years. This power purchase agreement will produce 151 GW of competitively priced renewable electricity every year. That's equivalent to powering about 26,000 average homes and will deliver long-term benefits and mutual success to our partners, customers, and communities. We also introduced sustainable finance structures early in 2021 that recognized the environmental performance of our assets.

By the end of financial year 2022, sustainable finance loans had reached AUD 2.5 billion. Pleasingly, our environmental achievements have been internationally recognized, with Charter Hall ranking eighth in the 2022 Asia-Pacific Climate Leaders list. We believe that these steps and the scale of our portfolio position the group very, very well to continue making meaningful progress against our Scope 1 and Scope 2 net zero carbon operations target for emissions and address climate-related risks and climate-related opportunities. Our focus on ESG also involves acknowledging and partnering with communities in which we operate. Charter Hall wants our communities, especially those who are disadvantaged or those who are left vulnerable, to be successful.

We pursue this outcome by looking to improve access to learning, to skills and job opportunities, strengthening our social impact through our supply chain partners and practices, and by opening up our assets to support activities that lead to economic uplift. This commitment to social investment in communities is driven largely through our Pledge 1% commitment. Through this philanthropic movement, this year, we contributed AUD 578,000 of financial support to combat the local impacts of COVID-19 and the widespread flooding, access to vaccinations in Asia-Pacific, and emergency support for refugee families. We also provide our space, volunteer our time, and donate AUD 1.27 million to social enterprises that are involved in our state-based community partnership program, focused largely on creating employment for vulnerable youth.

We're targeting 1,200 employment outcomes by 2030 as part of this program. We also look to advance Indigenous reconciliation and inclusion through our operations. The Group Stage One Reflect Reconciliation Action Plan was endorsed by Reconciliation Australia, and we are actively working on building our relationships and capacities with First Nations businesses. As we turn our view towards the future, the outlook remains uncertain for many advanced economies with high inflationary pressures and increased likelihood of interest rate rises continuing. Concerns around cybersecurity have also become more prevalent, with cybersecurity attacks increasing in frequency and sophistication. We continue, as you'd expect, to invest in our cybersecurity program to protect both our corporate data and that of our investors. As a board, our focus remains very firmly on our twin goals of resilience and growth.

We continue to work through and prepare for challenges, but we must also look forward to setting up priorities that will deliver growth for security holders in the future. I am confident that the decisions we are making to build the group for the future, together with continued strong operational performance and mutually beneficial partnerships with our customers, will see us continue to grow and create value for security holders and capital partners. On behalf of myself and the board, I'd like to thank our tenant customers, investors and security holders for their ongoing support.

I would extend also my gratitude to my fellow directors, and the Executive Committee of the management team for your dedication and for all our people for their efforts, as together we build a sustainable business we can be very proud of. With that, it's now my pleasure to introduce the Managing Director and Group CEO, David Harrison, for his operational update.

David Harrison
Managing Director and Group CEO, Charter Hall Group

Thank you, David. As our Chair has just highlighted, financial year 2022 presented a range of challenges to economies around the world. We're not oblivious to the fact that that's continued into this financial year. Rising cost of inflation, interest rates are going to present challenges for consumers globally, and of course, here in Australia. However, our strategic pillars of access, deploy, manage, using a capital light balance sheet, is allowing us to continue to deliver strong returns for Charter Hall security holders. We harnessed our capacity to absorb surprises and maintain our customer-centric strategy that is allowing us to continue our long-term growth and resilience. Financial year 2022 saw the group deliver a record AUD 1.156 of earnings, up 89% on the previous financial year. I prefer to say a AUD 1.15.

While we retained a very strong balance sheet with no net debt and retaining significant investment capacity or dry powder to fund our develop to core strategies. We continue to drive market-leading transaction volumes and outperform respective benchmarks across most of our funds and partnerships. A key sign of success for us because we've never lost sight of the fact that we're managing other people's money. At the same time, we maintained a razor-sharp focus on our customers, as evidenced by the continued success in leasing and particularly pre-leasing of developments. Also, our customer surveys and the leading volume of sale and leaseback transactions are further evidence of the relationship we have with many of our corporate tenant customers. Overall, property FUM or funds under management grew by AUD 13.3 billion or 25% in FY 2022 to AUD 65.6 billion.

As we focused on deploying capital for our investors, generating funds under management growth and earnings growth for our security holders. I'm pleased to report today that that underlying momentum in our business has continued with property funds under management as at the end of September, rising to AUD 72.1 billion. Obviously, our total, funds under management, when including the, PIM partnership, now sees us at AUD 86.3 billion. Captured in this increase in funds under management is our AUD 1.7 billion Chifley South premium office development in Sydney, which has moved into our committed development pipeline following key gateway approval from the New South Wales government. This development is a great example of our ability to provide our investor customers access to new investment product and enabling them to deploy capital into unique opportunities.

This capability is a significant attraction for capital and clearly a driver of future growth for our fund and partnership investors. Just on slide 11, looking at our property funds management portfolio, we're particularly focused on the bifurcation occurring in office and industrial markets, where we believe modern assets will command much higher occupancies and naturally lower vacancy rates than older stock. Our development capability has been a key advantage in the history of the group, and it's allowed us to ensure our average age of our office portfolio at 8.2 years, which is the youngest of all the largest institutional office portfolios in this country. Our industrial portfolio at a similarly youthful 11.9 years are among the youngest in the country.

The age of buildings and their ability to attract tenants using modern technology will be a key driver and differentiator of the winners and losers going forward, particularly in office and to a lesser extent in industrial. With a 98.1% occupancy and a weighted average lease expiry or WALE of 8.3 years across our AUD 72 billion property funds platform, we believe our portfolio will continue to be resilient in what could be a slowing economy with rising interest rates. Our weighted average rent review at 3.7% annually across the platform is also in excess of consensus 10-year forecast for average CPI growth, providing robust earnings growth to offset inflationary impacts. We also see the quality of our tenant covenants as a key competitive advantage.

There is no doubt if you're attracting best-of-breed tenants in each industry, you're going to be in a better position for those tenant customers to deal with some of the challenges that lie ahead. We see our customers as both investors and tenants, many of whom are also ownership partners or potential vendors on sale and leaseback portfolios. Our top 20 tenants make up 56% of the platform's net rental income of roughly AUD 3 billion a year. These tenant customers include a high proportion within essential non-discretionary industries. We spent the last decade building our portfolios to focus on these resilient tenants and industries, knowing that economic cycles were not always gonna be in an upward positive direction, and that there could be challenges ahead.

In addition to the focus on non-discretionary industries, 70% of our tenants by income are investment grade, providing resilient income streams for our investors and defensive positioning against any slowdown in the economy. Even when we have private tenant customers that may not have a credit rating, we're still choosing best-of-breed tenants in their particular industry, which have got long-term histories and financial resilience. I think an important element of our portfolio is that 22% of our leases are triple net. Triple net means not only do the tenants pay for normal outgoings, like repairs and maintenance and statutory outgoings, but they also pay for structural repairs and maintenance, a key differentiator when, as a landlord, we're trying to avoid long-term CapEx. 21% of the platform net income is also from CPI-linked leases, providing our investors good protection in a higher inflationary environment.

With the recent 7.3% September CPI print driving the vast majority of our CPI indexed portfolio. The resilience of our major tenant customers and our concentration towards essential industries underpins the defensive nature of our portfolios and their ongoing performance. Strong equity flows saw us active in deploying equity into developments, acquisitions, predominantly off market, or portfolios, while sale and leasebacks continue to be a feature of our growth. We've been particularly active in off-market transactions that we generated directly, including the privatization of both the ALE Property Group and Irongate Group. Combined, creating another AUD 3.5 billion of assets under management for the group.

Subsequent to financial year 2022, the group announced that its wholesale CPOF fund had acquired the freehold interest in Collins Place, Melbourne, which includes 100,000 square meters of A-grade office space, plus a Sofitel hotel, which is part of the leasehold in the coveted Paris End of Melbourne CBD. In September 2022, CPOF also acquired a premium office site in Barton, next to Parliament House in Canberra, which will be the home of the Australian Taxation Office on a new 15-year lease. In October 2022, three of the Charter Hall funds jointly purchased the Geoscience Australia property at Symonston in Canberra. 10-year WALE, this unique life sciences campus further contributes to the resilience of our funds and the quality of our tenant covenants with a further government leased asset.

Across the platform, we've executed AUD 5.7 billion of gross transactions with AUD 3.9 billion of net acquisitions this financial year to date. Ability to execute upon these complex transactions for the benefit of our fund investors is a key capability of the group, and it shows continued momentum in the group's history of being able to complete successful large portfolios and M&A activity. Also, the repeat sale and leaseback transactions with many of our large customers is also a healthy sign of delivering on our customer-centric ambitions. Financial year 2022 was also a strong year for equity flows across the platform. Our strategy of accessing multiple sources of capital continued to deliver growth in all segments.

Our pooled wholesale funds generated strong investor interest, with AUD 700 million of new equity invested into our flagship office fund, CPOF, in a market where there is some concern or angst around the future of workspace. We are seeing very clear evidence of workspace ratios increasing and major tenant customers being prepared to commit for the longer term to CBD office projects. This is all about war for talent, and if tenants don't create the very best environments for their people, they're not gonna be able to encourage their personnel back into the office environment. Our wholesale partnerships business is also very active in FY 2022, with two highlights being our partnership with Hostplus and CLW on the privatization of ALE Property Group, and of course, post-balance date, our great partnership with PGGM with the privatization of the Irongate Group.

Our direct business has had an outstanding year, with inflows of approximately AUD 110 million per calendar month in FY 2022. We continue to have the support of capital partners, given our successful track record of deploying capital into attractive acquisitions and development opportunities. Financial year 2023 to date has seen a continuation of equity flows. However, as expected, with rising interest rates, those flows are slowing. Larger investors are enjoying the better opportunities afforded in transaction markets with reduced competition. This is a trend we expect to continue to see, and we expect to be able to exploit with our capital partners. With significant investment activity within our funds and on Group balance sheet, we look forward to the opportunity to secure some of these attractive asset opportunities as we have seen in the last two or three months.

Turning to guidance, I'd like to reiterate that based on no material adverse change in market conditions, FY 2023 guidance is for post-tax.

Operating earnings per security of no less than AUD 0.90 per security. FY 2023 distribution per security guidance is for the continued 6% growth over FY 2022 distributions per security, which you've seen for many years from Charter Hall Group. In closing, I'd like to thank all of our people around Australia for their continued hard work and dedication towards achieving excellent results, and for the 20-odd Non-executive directors that represent investors on our various fund and partnership boards, as well as the Directors here today for CHC. On behalf of the senior Executive Management, I'd like to also thank our security holders for your continued trust and belief in us. I'll hand back to the chair.

David Clarke
Chair and Independent Non-Executive Director, Charter Hall Group

Thank you, David.

I'll just pause now and ask if there's anyone who would like to ask, who's present here today who'd like to ask David any questions in relation to the material that he's just talked about. We can do that before we begin the formal part of the meeting. Are there any questions on what David presented? No? Okay. All right. Well, we'll get on then with the formal business of the meeting. To begin, I table the notice of meeting dated 14 October 2022, which contains the resolutions up for consideration today. I will take the notice as read, and copies of this notice of meeting and the annual report have been made available to you by post, email, or available to view on the webpage.

There's also copies at the registration desk. I assume is somewhere behind that closed door. There are five items of business and six resolutions for your consideration today. All resolutions will be put to the meeting today, and they will be decided by a poll. The first item is the annual report. This item should now be displayed on your screen. Please note, there is no requirement for security holders to approve these reports. Are there any questions from security holders in relation to this item? Ewan Barron from the auditors PwC is here to take any questions relating to the preparation of the accounts, the contents of the auditor's report, and the conduct of the audit.

There were no questions received before the AGM relating to the 2022 annual report or the audit. I'll now proceed to the formal resolution set out in the notice of meeting. Item two is for the re-election of directors, and these resolutions are ordinary resolutions. As you can see, are displayed on the screen. Because I'm one of the directors standing for re-election, it's not appropriate that I chair this part of the meeting, so I'll hand over the running of this item to my fellow director, Jacqueline Chow.

Jacqueline Chow
Independent Non-Executive Director, Charter Hall Group

Thank you, David. I'd like to ask each of the directors up for re-election to say a few words detailing their background and their experience for the benefit of security holders. Let's start with our Chairman, David Clarke.

David Clarke
Chair and Independent Non-Executive Director, Charter Hall Group

Thank you, Jacqueline. During my time on the board, I've seen the business grow and develop enormously. In addition to being a director, it's reasonably obvious that I'm also the chair of the board, and I've been fortunate to have a very supportive and well-qualified group of colleagues on the board during my time as chair. My executive career was spent in financial services, where I was the CEO of several organizations, and I've transitioned into board roles over the last eight years and believe I bring valuable experience to the Charter Hall board. The role of the chair is to work with the CEO and the board members to have a well-ordered, thoughtful governance structure that matches the financial and human resources and capital of the business with the business' risk appetite.

I believe building on my career experience as both an executive and a director, I've been able to successfully lead the board and hopefully have your support to be re-elected today. I might add that if I'm re-elected to the board today, it's my intention, barring unforeseen circumstances, that this will be my last term as a director of Charter Hall board. Thank you very much. Back over to you, Jacqueline.

Jacqueline Chow
Independent Non-Executive Director, Charter Hall Group

Thank you, David. Karen Moses, could you please address the security holders?

Karen Moses
Independent Non-Executive Director, Charter Hall Group

Could you? I'm not sure I've made it.

Jacqueline Chow
Independent Non-Executive Director, Charter Hall Group

Turn it on then.

Karen Moses
Independent Non-Executive Director, Charter Hall Group

Somebody will do it for me. Thank you.

David Clarke
Chair and Independent Non-Executive Director, Charter Hall Group

Sorry.

Karen Moses
Independent Non-Executive Director, Charter Hall Group

Thanks, Jac, and good afternoon, everybody. I'm very pleased to be with you today, and thank you so much for joining us. I'd also like to recognize and thank David Harrison, the executive team, and all of the staff of Charter Hall for their commitment, their insight, and their care. I served as a director of Charter Hall for six years, including as chair of the Audit, Risk, and Compliance Committee, which also includes responsibility for safety and sustainability.

I'm also a member of the Remuneration and Human Resources Committee, so ably chaired by David Ross. So as directors, it's important to do what we can to see that there's an environment that is created where everybody goes home safely, where everyone has the opportunity to be their best, and where the space is created for the best decisions to be made. I'm hoping that you can see that emphasis from an ESG perspective that has started to blossom. It's the people at Charter Hall, partnering with investors, tenant customers, and the local communities who are delivering a meaningful change in creating sustainable outcomes and establishing the path to meet our sustainability aspirations. I currently serve as a director across the industrial, energy, property, and education sectors.

I've served on listed boards, government boards, and not-for-profit boards for over 20 years. I bring a breadth of experience as a senior executive with over 30 years operational experience in the energy sector, spanning all the operational aspects, major projects, and many of the corporate and finance functions. From that experience, I learned a lot about what works, what doesn't work, what surprises you, and how to recover from those surprises and learn from them. You learn a lot about yourself, you learn a lot about others, you learn a lot about the richness in dealing with difficult issues. I believe that my operational management experience and my board experience allow me to contribute across a wide range of important issues and complement the skills and deep experience of our other directors.

I'm seeking your support today for my election to the board, and thank you so much.

Jacqueline Chow
Independent Non-Executive Director, Charter Hall Group

Thank you, Karen. Greg Paramor.

Greg Paramor AO
Independent Non-Executive Director, Charter Hall Group

Thank you, Chair. Good afternoon, everyone. I've served on the Charter Hall board now for the past four years, having been involved in the sale of an asset at Folkestone Limited to Charter Hall at that time. I've watched that grow and prosper under the guidance of Charter Hall, which I've been very pleased about. I've had some five decades, which is an awful long time, is it, in the property and funds management industry, all in property, all across commercial, retail, and all forms of built form in this country. I feel very privileged to have been so. I've been involved in both the creation and governance of listed and unlisted product for both wholesale and retail investors in this country and in limited areas outside of Australia.

I've also served as the national chair of the Property Council of Australia and the Investment Funds Association of Australia many years ago now. At Charter Hall, I sit on the Remuneration Committee, have sat on the Audit and Risk Committee, share Karen's passion for environment, social, and governance attributes that we are bringing to this organization, and indeed, I now see leading it in many ways across our peer group. I also chair the Investment Committee. I've very much enjoyed participating with the executive in this organization. Having been involved in many property organizations, having both created them and run them over my duration, this is an outstanding group. Extremely well-led, governed, and offering the best it possibly can for investors.

I've been very pleased to spend my time on this board, and I offer myself for re-election. Thank you.

Jacqueline Chow
Independent Non-Executive Director, Charter Hall Group

Thank you, Greg. I'll now pause to allow security holders to ask questions if they have any. Seeing that there are none, I now declare the poll open. Ask all security holders to cast their votes for or against the resolutions by marking the box on their voting card for the resolutions. I'll now display the respective proxy votes received on the screen. The result of the proxies received on these resolutions should now be displayed, and they are. While the final results of the resolutions won't be known until after the conclusion of the meeting, it is clear from the proxies received that David, Karen, and Greg will be re-elected. I'll now hand back the meeting to our chairman.

David Clarke
Chair and Independent Non-Executive Director, Charter Hall Group

Thanks, Jacqueline. Thank you, everyone, for the support shown to re-elect the directors. We now move to resolution three, which is an ordinary resolution of Charter Hall Limited, and it relates to the adoption of the remuneration report included in the annual report for the year ended 30 June 2022. This is not a binding vote. Instead, it's characterized as advisory in nature. However, it does provide very important feedback to the directors on how security holders feel on a range of matters, including remuneration. I'll now pause to allow security holders to ask any questions in respect of this resolution, if they have any. Okay. As there are no questions, I'll now display the proxies. The proxies will be displayed on the screen behind me. Thank you.

We'll now move to the fourth item, is proposed as an ordinary resolution of both Charter Hall Limited and the Charter Hall Property Trust, and it relates to the issue of service rights to our CEO and Group Managing Director, David Harrison. Each year, a third of Mr. Harrison's short-term incentive is deferred into service rights for a period between one and two years. As a director of Charter Hall, an issuer of securities to David generally requires security holder approval. Accordingly, this resolution relates to that deferral of the incentive into equity in Charter Hall. The text of the resolution is on the screen behind me. I'll now pause to ask security holders to ask any questions that they may have in regard to this resolution. As there are no questions, I'll now display the proxies. Thank you.

We now move to item number five, which is the issue of performance rights. This next resolution is again proposed as an ordinary resolution of Charter Hall Limited and the Charter Hall Property Trust, and it relates to the issue of performance rights to Mr. Harrison. Each year, David is awarded performance rights in Charter Hall as part of his annual remuneration. These performance rights vest at the end of four years, but only if the performance hurdles are met. Again, as the scheme involves an issue of securities to David, security holder approval is required. The text of the resolution, again, is on the screen behind me. Again, I will pause to allow any questions in respect to this matter, if there are any. Okay.

As there are no questions, I'll now display the proxies, and you can see them on the screens behind me. Okay. Well, that's the end of the formal resolution. If you haven't already done so, I'd invite you to mark your yellow voting cards. The results of the polls will be made available to the ASX and put up on our website later today. Would you please now, when we conclude the meeting, hand your forms to the Link representative who will take them and collate them and do the final counting for the poll process. I'll now pause for one last time to allow security holders to ask any further questions not related to any particular matter that's been before the meeting.

If there are any questions on their minds, then now is the time to ask. Okay. If not, the directors will be available to have a talk with you after the meeting, anyway. Thank you all again for your attendance and your ongoing support. I officially close the meeting. Thank you very much.

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