Growthpoint Properties Australia (ASX:GOZ)
Australia flag Australia · Delayed Price · Currency is AUD
2.200
-0.010 (-0.45%)
Apr 28, 2026, 4:10 PM AEST
← View all transcripts

AGM 2023

Nov 15, 2023

Andrew Fay
Chairman, Growthpoint Properties Australia

Welcome to the meeting of the shareholders of Growthpoint Properties Australia Limited, and a meeting of the unit holders of Growthpoint Properties Australia Trust, which are being held concurrently as a hybrid meeting in person and online. I'm your chair, Andy Fay. We have a quorum present for these meetings, and I'm pleased to declare the meetings officially open. On behalf of Growthpoint, I would like to acknowledge the traditional custodians of country throughout Australia and their connections to land, sea, and community. We pay our respects to elders, past and present, and emerging, and extend those respects to all Aboriginal Torres Strait Islander peoples. More specifically, for those attending in person, I acknowledge the traditional owners of the land on which we meet, the Wurundjeri people of the Kulin Nation, and pay my respects to elders, past and present. May I start by introducing the directors.

So from the far right, my far right, Grant Jackson, Debbie Page, Panico Theocharides. I'm not challenge anyone else to do that, but Michelle Tierney, and Norbert Sasse. And then from the other side, Estelle de Klerk and Josephine Sukkar, and of course, our Managing Director, Timothy Collyer. Also in attendance today, sitting down on the table as well, is Jacquee Jovanovski, our company secretary and COO. We have in the front row, Dion Andrews, our CFO, Michael Green, our Chief Investment Officer, and Sam Sproats, Executive Director of Funds Management. David Shearing, our representative from our current auditors, Ernst & Young, is also here to join us. Turning to the agenda for today, I'll start the meeting by walking through a few procedural guidelines for voting and question submissions for those in person and online.

I'll then say a few words, followed by the Managing Director's presentation, and then proceed to formal business. The notice of meeting with explanatory notes was made available to all security holders, and I propose to take it as read. By joining our hybrid meeting today, security holders and proxies will have the opportunity to ask questions and submit votes. To assist with the smooth running of the meeting, we will take questions after the Managing Director's address and after each item of business. Online attendees can submit questions at any time, but please note that I'll only take the questions once we get to that item in business. To ask a question through the meeting platform, select the Q&A icon and select the topic your question relates to.

Type your question in the text box, and when you are finished, press Submit. Questions submitted on the online platform may be moderated to avoid a repetition of similar questions or summarized in the interest of time. For those security holders online who wish to ask a verbal question, please follow the instructions on the online platform, and if you're like me, get an eight-year-old to help you if you can't get it done. For those attending in person today, to ask a question, please raise your security card, security holder card, which will be either red or yellow. Questions from the floor will be addressed first, and we will then move to online platform questions. Eligible security holders, their attorneys, proxies, and representatives can vote on all resolutions. Voting will be conducted by way of the poll on all items, and Christine Piccolo, our ...

Christine Piccolo
Returning Officer, Computershare

Piccolo.

Andrew Fay
Chairman, Growthpoint Properties Australia

Yeah, Piccolo, she, she's here, is our returning officer from Computershare. For those attending the meeting online and eligible to vote, the vote icon. She just entered the room. Vote icon will be available on your screen. Selecting this icon will bring us up a list of resolutions and present you with your voting options. To cast your vote, simply select one of the options. There is no need to hit Submit, as your vote will be automatically recorded. You can actually change your vote up until the time I declare voting closed. For security holders, proxies, and corporate representatives attending in person, I'll ask you to vote once we've gone through all the items of business today by completing your voting card that was provided to you at the time of registration. I now declare the voting open on all items.

I will give you a warning before I move to close the voting and at the end of the meeting. A record of the meeting and presentations will be available on the website after this meeting. This is my first meeting, or first official AGM for Growthpoint, having been appointed a director in December 2022 and as chairman in March 2023 after a 3-month handover. I'd like to take this opportunity to thank my predecessor, Geoff Tomlinson, for his commitment and service to the board, his outstanding commitment and service to the board. At the outset, I want to make some comments about the security price over the performance over the past 12 months, sorry. As a fellow security holder, I'm as disappointed with the price performance as many of you are.

The last 12-18 months has been challenging, highlighted by an environment of high inflation, higher interest rates, and expectations of a slowing economy, which has impacted property valuations and transactional volumes. In addition, as investors attempted to predict the extent to which the current work from home trend would persist, its ramifications for future vacancy and capital expenditure requirements, a pervasive negative sentiment towards the office sector has arisen, significantly impacting the security price. Despite the shifting macroeconomic and property sector backdrop, Growthpoint delivered funds from operations for the year to June 30 above guidance provided at last year's AGM and distributions in line with guidance. Pleasingly, Growthpoint's office portfolio has recently seen a further improvement in occupancy to 92%, and rental arrears continue to be immaterial.

At the same time, our industrial portfolio, which accounts for 35% of total assets, continues to perform well and is fully occupied. Both portfolios are underpinned by high-quality tenants with long average lease terms, which Tim will expand on in his presentation. The management team remained focused on our strategic priorities of driving resilient and growing income from our high-quality properties portfolio, while also expanding into funds management. Acquisition of Fortius Funds Management in September 2022 is an important achievement for the group as we seek to expand and diversify our income base in the coming years. Capital management remains a key priority. In the past year, we completed a buyback of 2.5% of all securities on issue at an average discount of 17.9% to the 30 June 2023 asset backing of AUD 4 per share.

More recently, we've announced the sale of a non-strategic industrial asset at around a 15% premium to book value, and the proceeds from this, representing over half of the total buyback cost, will be used to repay debt. We remain within our debt covenants, well within our debt covenants, appropriately hedged, and remain vigilant that the Growthpoint capital structure is fit for purpose as we move through the current property cycle. Board renewal and succession were also a key feature of FY 2023. Two directors left or retired during the period, and three joined the board, bringing valuable insights and experience, as well as delivering on both our gender diversity objectives of at least 30% of each gender and a majority of independent non-executive directors.

I would like to welcome our two newest directors, Michelle Tierney and Panico Theocharides, to the board, both of whom you'll hear from shortly in relation to their formal election to the board. At the close of today's meeting, Grant Jackson will retire from the board. Grant joined the board of Growthpoint Properties Australia in August 2009, and on behalf of the board, I would like to thank you for your contribution and commitment and wish you all the best in the future. Grant's vacancy will be filled by an independent director, and in due course, and he or she will stand for election at next year's AGM. As announced in July, Timothy Collyer has advised of his intended retirement plans after 14 years in the role.

He is expected to continue as managing director until July 2024, allowing a smooth transition to his successor. A formal process to select Tim's replacement is well advanced and includes both internal and external candidates, consistent with the board-approved succession plan. As this is Tim's last AGM at Growthpoint, I'd like to thank him for his service, dedication, and leadership of Growthpoint. He has made and continues to make an outstanding contribution to the business, its growth, culture, and reputation in the market as a leading ASX-listed REIT. On behalf of the board, I'd also like to thank the broader management team and all staff for your contributions to Growthpoint over the year.

In conclusion, we expect the commercial real estate market to remain challenging in the year ahead, but the board and management believe by executing on our strategic priorities and appropriate capital management, we can maximize the outcomes for you, our security holders, over the medium term and ensure your continuing support. Thank you, and I'd now like to hand over to Tim.

Timothy Collyer
Managing Director, Growthpoint Properties Australia

Thank you, Andy, and good morning to everyone here in the room and online. Today, I'll provide an overview of our business, a snapshot of the financial year 2023 financial results, including our key operational highlights and the outlook for the year ahead. Growthpoint is a leading integrated property REIT with AUD 6.6 billion in total assets under management. We directly own and manage a portfolio of high-quality, modern office and industrial properties valued at AUD 4.8 billion as at 30th of June 2023. We also manage a further AUD 1.8 billion of funds under management on behalf of third-party investors through our recently acquired funds management business. Around a third of our directly owned portfolio assets are industrial, which are primarily used for logistics and warehousing.

The other two-thirds of our portfolio are offices, which are positioned on the fringe of CBDs or in prime metropolitan locations. Our office portfolio is focused on modern A-grade assets with high green credentials and are predominantly leased to government, listed, and large organizations. We are the largest ASX-listed landlord focused on city fringe and metro market office assets. Our funds management business manages funds that invest in office, retail, and mixed-use properties across value add and opportunistic strategies. I'm pleased to be able to present another solid year for the group despite challenging market conditions. Funds from operations, or FFO, was AUD 0.268 per security, above initial guidance provided at the financial year 2022 results of AUD 0.25-AUD 0.26 per security. Distributions declared for the period were up 2.9%.

This was a great outcome, given higher interest rates experienced through financial year 2023. As a result of higher interest rates and the consequential impact upon capitalization rates and discount rates, the group's property portfolio decreased by 6.5% on a like-for-like basis over the twelve months to the thirtieth of June. This was a primary driver of the lower NTA per security. Our goal remains to provide security holders with sustainable income returns and capital appreciation over the longer term. Growthpoint has a long track record of delivering value by investing in high-quality assets to maximize value for security holders. In financial year 2023, we purchased the Government Services Office building in Dandenong with a 9.4 weighted average lease expiry, or WALE, and divested 333 Ann Street, Brisbane, with a 3.7-year WALE.

The group's leasing per-performance was strong, with over 156,000 square meters leased, which was equivalent to 11.2% of income, resulting in occupancy of 93% across the portfolio. We also successfully completed the integration of the Fortius Funds Management platform, which we acquired in September 2022. Lastly, capital management remains in sharp focus, given the higher interest rate environment. Our gearing remains at the low end of the target range, and we also completed the securities buyback program in May 2023. Our portfolio is exemplified by secure tenants with long leases, with positive industry fundamentals. Around 40% of our office portfolio income is derived from government tenants.

Our high quality, energy efficient buildings are attractive for government tenants, and importantly, in this period of uncertainty, the WALE or average lease term of our government office tenants is 10.3 years. Tenant engagement is a major focus for Growthpoint, and this has been reflected by achieving industry-leading tenant satisfaction results in the independent annual tenant survey. Our portfolio continues to achieve a high average NABERS energy rating of 5.2 stars, and we increased our GRESB score and remain a sector leader in sustainability. Progress has been made with respect to the group's 2025 net zero target through the execution of new electricity contracts, including green power. Green power will substantially contribute to achieving Growthpoint's 2025 target. We have significantly increased our solar rollout program, with seven additional installations progressed over the year.

We have also issued our first SLL, or sustainability linked loan, converting AUD 520 million of the group's existing debt and establishing, established an overarching sustainability finance governance framework. Interest margin reductions are tied to the successful achievement of sustainability KPIs and targets. The KPIs will be measured against reductions in Scope 1, Scope 2, and Scope 3 emissions, and performance measured against the NABERS and GRESB ratings. We are very pleased with our first quarter of financial year 2024, especially on the leasing front, where we completed 13,100 square meters of office leasing, representing about 2.6% of portfolio income. Our WALE remains stable, relative to June 30, six years. Occupancy of our directly owned portfolio increased to 95% from 93% at 30th of June 2023.

As Andy touched on earlier, we completed the sale of one- three Pope Court, Beverley in South Australia, for AUD 35 million, circa 15% above the 30th of June 2023 valuation. So a great outcome for security holders. We also recently received our 2023 GRESB score, which increased three points relative to the prior year, to 84 out of 100, maintaining our sector leading position. Our capital position remains solid, with 70% of debt hedged and no facilities maturing until the middle of financial year 2025. As highlighted in the slide, Moody's reaffirmed our long-term credit rating of Baa2 with a stable outlook. Lastly, we maintained financial year 2024 FFO guidance of between AUD 0.225 and AUD 0.231 per security, and the distribution guidance of AUD 0.193 per security.

Our investment proposition is very simple: invest in high quality office and industrial real estate, grow funds management, and manage the balance sheet prudently. We have a strong team with deep experience, and we are very committed to delivering for security holders. The rate of inflation has been declining since December 2022. Whilst the interest rates future indicate that the official cash rate is near its peak. However, A-REIT prices remain at substantial discounts to NTA. Commercial real estate transaction activity remains low relative to long-term historical averages. Although volumes may increase next year, as development pipelines and redemption requests require funding. Growthpoint is well-placed to manage through the cycle, with a portfolio of high-quality, modern assets, a strong WALE from government, ASX listed, and large corporate tenants.

Before concluding, as this is my last AGM, I would like to take the opportunity to thank all security holders, all the stakeholders we deal with through the business, the board, and the Growthpoint team for their support, dedication, and commitment to the company over the last 14 years. I'll now hand back to Andy.

Andrew Fay
Chairman, Growthpoint Properties Australia

Thank you, Tim. Before we move to the formal items of business, I'd like to address any questions in relation to the presentations provided or any other business of the group. Security holders and their appointed attorneys, proxies, and corporate representatives are permitted to ask questions. I will take questions from the floor first, and then we'll move to the online meeting platform, taking written and then verbal questions. To ask a question, please state your name and the company you represent, if relevant, and identify yourself as a security holder or a proxy. I may also redirect questions to the relevant person to answer as appropriate.

I confirm that we have received one question in advance of the meeting from Mr Anthony Boothroyd of Comprop Management, regarding the change of asset portfolio mix since 2013, from majority industrial to majority office, and the impact on the security price, and whether the board and senior management accept full responsibility for the shift. Thank you for your question, Mr Boothroyd. Firstly, the board and senior management take full responsibility for the performance of Growthpoint over time, and I can confirm that the period commencing 30th of June, 2013, to the 30th of June, 2023, that your question relates to, Growthpoint's total security return of 8.2% per annum exceeded the return of the S&P/ASX 200 REIT accumulation index TSR of 7.7%.

Secondly, the relative weighting of industrial and office actually moves over time and can be due to M&A, purchases and divestments, changes in valuations and capital expenditure. The group does not target a specific office or industrial percentage weighting. Up until the COVID outbreak, many of the largest gains related to the office portfolio that helped to skew our weighting towards office. As mentioned in my speech, the last 12-18 months has been challenging, and there is no doubt the negative sentiment of the office sector has impacted the security price. However, this is an exceptional point in the property cycle, and we are confident that Growthpoint's portfolio of high-quality, modern assets with long-strong WALE and good, good tenants, is well-placed to navigate through this period.

We also note that many of the industrial AREITs are also trading at significant discounts to their NTA, despite selling at assets at or above the current book values, as we've done. I hope this addresses your concern. For those attending in person, please raise your cards if you would like to ask a question, and a microphone will be given to you, and state your name. Are there any questions from the floor? Yeah.

Chris Laub
Shareholder, Australian Shareholders Association

Sorry. Yeah. Yes. Thank you. Good morning, Mr. Chairman, and board, and members here this morning. My name's Chris Laub. I'm representing the Australian Shareholders Association here this morning. I'm holding, as the proxy holder, approximately 250,000 shares, and at last closing price last evening, valued at approximately AUD 600,000. I'd just like to address my first question in relation to... Firstly, we all recognize it's been a very difficult period in terms of not just for Growthpoint, but right across the property market. One of the difficulties it seems to be is the lack of transactions, and when trying to strike valuations, one of the aspects I believe valuers look to is what transactions have happened in the market.

Just wondering, in relation to the latest interest rise, whether you've observed any distressed assets now starting to enter the market? And, and if you have or you foresee that, is this something where you see your fund management arm perhaps taking some action or some strategy in relation to that? And the second part to that, in relation to the funds management aspect, would be, if not, or is it, what other aspects-- You obviously are focusing very much on trying to grow that aspect of your business.

Andrew Fay
Chairman, Growthpoint Properties Australia

Mm-hmm.

Chris Laub
Shareholder, Australian Shareholders Association

What are some of the areas you see yourselves moving into? Thank you.

Andrew Fay
Chairman, Growthpoint Properties Australia

First of all, welcome, Chris, and, thank you for your question, or questions. You must have been in our board room the other day. But anyway, First of all, look, there's no doubt that the higher interest rates has, has affected transactional volumes. Are there actual distressed, really distressed assets out there at the moment? Not really. You know, there are occasional spots, and we're focusing very, and the team especially, you mentioned the funds management. There are some opportunities coming up, and we have looked at a couple of portfolios, and we've actually bid on a couple of properties, but haven't been successful. But the sector this time around is a lot better capitalized than it was last time. And so you're not seeing that.

Where we are seeing sales, it's really about where people have a development pipeline, where they're trying to raise the capital to, to fund that development pipeline. There is still a spread between buyers and sellers, but it is narrowing. I don't know, Tim, if you want to add or, or Michael, do you want to add anything else?

Michael Green
CIO, Growthpoint Properties Australia

Very well. There's some motivation.

Andrew Fay
Chairman, Growthpoint Properties Australia

But as you say, we are looking for the funds management. And as I said, we've bid for a couple of assets that we see that are, you know, you can get some, where hopefully we'll get very good WALE with a good yield on them. And that's the point of the time that we're in the cycle. It's actually the sort of high net worth time of the cycle where they've cashed up, and they're looking for opportunistic asset investments. I don't know if you want to add anything, Sam?

Sam Sproats
Executive Director of Funds Management, Growthpoint Properties Australia

Thanks for the question. It's an easy one, as the market is repricing steady. So in the funds space, we have six people in the transactions team. We are scouring the market, looking for value. We're across a lot of sectors, so we've got strategy in various different sectors, and it's a growth area for us as a business. So, you know, we're seeing opportunities in office and getting in office. We're seeing opportunities in retail and bidding in retail. We might have been unsuccessful to this point, but hopefully we'll, we'll account for some.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay. Are there any other questions from the floor? No.

Chris Laub
Shareholder, Australian Shareholders Association

All right.

Andrew Fay
Chairman, Growthpoint Properties Australia

Yeah, Chris. Yeah.

Chris Laub
Shareholder, Australian Shareholders Association

Well, thanks for the introduction again, obviously. It's in relation to sustainability.

Andrew Fay
Chairman, Growthpoint Properties Australia

Yep.

Chris Laub
Shareholder, Australian Shareholders Association

We'd like to acknowledge the work you've done to date in terms of your annual focus on addressing this. Just broadening out that a little bit, in terms of acquisitions, we'd just be interested in what elements you'd take into account from a sustainability point of view when assessing potential acquisitions. And secondly, in relation to existing portfolio, do you make any financial provisioning for refits or further regulatory requirements moving forward? Thank you.

Andrew Fay
Chairman, Growthpoint Properties Australia

Well, yeah, I'll hand it over straight over to Michael. He's probably the best person to answer this.

Michael Green
CIO, Growthpoint Properties Australia

I think my voice is quite loud, so I probably don't need a mic.

Andrew Fay
Chairman, Growthpoint Properties Australia

No, no, you've got it for the online.

Michael Green
CIO, Growthpoint Properties Australia

Oh, right. Yeah. Okay, sorry. Is it that better? Okay. So as far as acquisitions are concerned, ever since sort of Group moving into the office market, we've been very conscious to build an energy-efficient portfolio. We've always seen it to be a bit of a competitive advantage for us and something that we believe that tenants are more likely to stay in our buildings if they're energy efficient and more modern. So that's been a focus from the start, from back in 2010 when we made our first office acquisitions, and you can see now that we've got an average NABERS energy rating of 5.2 stars, and we continue to invest into our buildings. So to your second question, we do continue to put capital expenditure towards things like solar and towards EV charging stations.

We're also looking at the potential electrification of some buildings going forward because we're conscious of the move, obviously, away from gas, particularly from government tenants, and they're a major part of our portfolio. So it is a major focus of the group. We've got a dedicated department towards these things. And it does make up a component of our annual CapEx in order to future-proof our portfolio. I hope that answers it.

Andrew Fay
Chairman, Growthpoint Properties Australia

Yep. Any more questions from the floor? I think there was one up the back there, potentially. No? Okay. As there are no more questions from the floor, I'll ask our Company Secretary whether there are any online questions.

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

Chair, there are no questions.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay. Thank you. As there are no further questions, we'll move on to the official items of the business of the combined meetings. The first official item of the business is to receive and consider the financial reports of the directors and the auditors in respect to Growthpoint Properties Australia for the financial year, 30 June to 2023. A combined annual report of both the company and trust was mailed to those security holders who elected to receive it, and it's also available on the website or the ASX and the group's website. As mentioned earlier, in addition to the board of management, representatives from our current auditor, Ernst & Young, are here to join us today and can answer questions on...

The security holders may have in relation to the audit, auditors' report, the accounting policies adopted, and the independence of the auditor. Security holders were invited to submit any questions in advance of the meeting regarding the audit and the accounts, and I can confirm none were received. Are there any questions from the floor on the accounts? The annual report? No. Okay. Jacquee, are there any questions online?

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

There are no questions.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay. There are 3 remaining items of business today on today's agenda, set out in the notice of meeting, which require a vote. The proposed resolutions comprising agenda items 2 and 3 relate to the company only, and agenda item 4 relates to both the company and the trust. All proposed resolutions are ordinary resolutions, which require a majority of votes cast in favor to be carried. As mentioned earlier, all resolutions will be determined by poll. Votes may be cast online through the Computershare Meeting platform, and at any time until I close the voting. Following the questions and comments on each item, details of the proxies received will be shown on the screen, and I'm holding open proxies, and in my capacity as chair, intend to vote all available proxies in favor of each resolution.

The next item of business asks security holders to adopt the company's remuneration report. This is a non-binding advisory vote for security holders. Although the resolution is non-binding, the board will give due regard to the outcome of the vote when considering future remuneration. The proposed resolution is on your screen. The directors recommend security holders vote in favor of this resolution. Are there any questions on the floor about the remuneration report?

Panico Theocharides
Group Head of Investments, Growthpoint Properties Limited

Andy, you good?

Just in reference to the remuneration report contained in the annual report, we find it a very well-structured and well-laid-out report.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay.

Panico Theocharides
Group Head of Investments, Growthpoint Properties Limited

There was one outstanding matter to be finalized at the time of that report. That was the return on equity, ROE for the... I think it wasn't available. I was just wondering whether you could advise the meeting of the outcome of that.

Andrew Fay
Chairman, Growthpoint Properties Australia

Yep.

Panico Theocharides
Group Head of Investments, Growthpoint Properties Limited

Vesting requirement.

Andrew Fay
Chairman, Growthpoint Properties Australia

Yeah, and, and look, I think it very much plays to the alignment of interest of shareholders and staff. The ROE performance hurdle wasn't met for the FY 2024, so that meant that none of the LTI vested in the current year. First of FY 2021, it vests in FY 2024, so neither of those vested. Are there any other questions with regard to the remuneration report from the floor? No? Jacquee, are there any questions online?

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

Chair, there are no questions.

Andrew Fay
Chairman, Growthpoint Properties Australia

Oh, there you go. Okay. The next item of business relates to the election and re-election of directors. Myself, Panico Theocharides, and Michelle Tierney are standing for election today, and Norbert, and Norbert Sasse is standing for re-election. Details and qualifications and experience of each director's standings are set out in the notice of meeting. I will ask each director to say a few words and seek any questions. As I'm up for election, I'll say a few words to minimize the movements, and then hand over to Josephine Sukkar to oversee the voting on my election in item 3 A. You've probably heard enough from me by now. First of all, thank you to the other directors for recommending that my appointment be put to security holders today.

Rather than repeating my career background provided in the notice of meeting, I thought it would be worthwhile describing some of the skills that I attained over this period, which I believe will be helpful and beneficial to Growthpoint's security holders, of which I'm also one. For eight years as a chief investment officer, two of the asset classes I was responsible for was the direct property and unlisted property businesses. For over ten years, I've been a company director and at times, a consultant to various property groups, some of which have undertaken development, invested in, and also operated property assets in both the Australian industrial and office sectors.

Similar to Growthpoint, two of these were listed REITs or were listed, are listed REITs, which had property assets on balance sheet and also funds management business. Combined, these experiences have given me a deep underlying domain knowledge in the various property sectors that Growthpoint operates in and challenges in building a successful funds management business. My early career as an analyst and portfolio manager has given me the discipline to assess whether proposed acquisitions or disposal are accretive and therefore likely to be beneficial for shareholders. In addition, having worked in both the physical and derivative market, debt and share markets, I have a deep understanding of alternative funding sources and structures available, which help me as a director.

Finally, after nearly a year in the business, I can say we have a good team and culture, and I see considerable opportunity for the business to develop in the coming years. I'd ask that you support my re-election to the board, and I'll now hand over to Josephine before taking questions.

Josephine Sukkar
Non Executive Director, Growthpoint Properties Australia

Thank you, Andy. The proposed resolution is on your screen. The directors, in the absence of Andy Fay, unanimously recommend his election. I will now invite questions or comments from security holders on this resolution from the floor. Are there any questions? As there are no further questions from the floor, our company secretary will now read out questions received via our online platform.

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

Thank you, Josephine. I can confirm there are no questions.

Josephine Sukkar
Non Executive Director, Growthpoint Properties Australia

Thank you. Details of the proxies received are now on the screen. I'll now hand back to you, Andy.

Andrew Fay
Chairman, Growthpoint Properties Australia

Having percentages up there, but anyway. Thank you, Josephine. Moving to item 3 B, the election of Panico Theocharides. I'll now invite Panico to do it, say a few words. He's one of the representatives from Growthpoint South Africa.

Panico Theocharides
Group Head of Investments, Growthpoint Properties Limited

Thank you, Andy, and good morning, everyone. I'm pleased to be able to address security holders here today and provide a brief overview of my background. I'm the group head of investments at Growthpoint South Africa, which is Growthpoint Australia's major shareholder and also a member of its executive committee, and I was appointed to the board of Growthpoint Australia in April 2023.

I've got over 20 years of executive leadership experience in real estate investment trusts and in investment banking in South Africa. I've held senior financial roles in two South African banks and was also, excuse me, the Joint CEO of Annuity Properties, which was a South African-listed REIT before it was bought out through a merger. I was also the CEO of Annuity Asset Managers and Annuity Property Managers. I was formerly a Non-Executive Director of Transcend Residential Property Fund, which was also, and currently still is, a South African-listed REIT, and also Chairman of its Audit and Risk Committee.

I currently serve as the non-executive director of two LSE-listed property companies, the first being Capital & Regional, and the second being Globalworth Real Estate Investments Limited, both of which Growthpoint South Africa has extensive equity interest in. I bring significant property sector experience to the board, along with substantial executive leadership experience and international property experience. I believe this experience, together with my experience in investment banking and property transactions, will be an asset to the board, and I look forward to continuing to make a strong contribution to Growthpoint Australia. I believe Growthpoint Australia has a strong future ahead of it, and I'll be delighted to continue to serve the interests of all security holders, and I can confirm that I have sufficient time available to offer myself for election today.

Andrew Fay
Chairman, Growthpoint Properties Australia

Thank you. Thank you, Panico. It's been a pleasure having him on the board from, for the time that he's been there. The resolution is on the screen, and I'll ask, are there any questions from the floor for Panico? Okay, the directors, in the absence of Panico, unanimously recommended that he's, his election. As there are no further questions from the floor, I'll ask if there are any questions from, online.

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

There are no questions.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay.

Timothy Collyer
Managing Director, Growthpoint Properties Australia

Well, you're back on.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay, the next item, moving to Item 3C, the election of Michelle Tierney. I now invite Michelle to say a few words.

Michelle Tierney
Non Executive Director, Growthpoint Properties Australia

Thank you, Andy, and good morning, all. I'm honored to stand before you, today, for election as non-executive director for Growthpoint Properties Australia. In my role as non-executive director, I bring some 30 years experience in the property sector, in a variety of roles, including funds management, investment management, property and asset management, and operations, and also as a non-executive director for the last 10 years, concurrent with my executive career in New Zealand, on the board of Stride Property Group, which is a listed New Zealand real estate investment trust. Companies have included Lendlease, GPT, National Australia Bank, and my most recent role was as Chief Operating Officer of The Region Group, which is formerly known as Shopping Centres Australasia.

I recently opted to pursue a professional non-executive career, and in addition to my board role of Stride and Growthpoint, I was recently elected to the board of Peet Limited, which is an Australian residential developer of master-planned communities, low-rise apartments, and townhouses across Australia. I was also humbled to be appointed to the board of the Cotton Research and Development Corporation, which is a Commonwealth entity charged with sustainability and productivity of the cotton industry. And most recently, I'm about to commence an appointment first of December for Uniting New South Wales ACT, which is one of Australia's largest not-for-profit, for-purpose organizations that specializes in retirement living, aged care, independent living, disability services, childcare, and community services. So I'm very humbled to be able to participate in that very important social purpose.

I'm committed to upholding the high standards of corporate governance. My focus is on providing independent insights, fostering strategic discussions, and contributing to the overall success of Growthpoint and the long-term value creation. I'm genuinely excited to be on the board, and I'm really excited about the opportunities and challenges that lie ahead for our company as we navigate what is really a very dynamic landscape, as I'm sure you would all agree, and as we've heard here this morning. I look forward to working collaboratively with my fellow board members, executive, and all of the stakeholders to ensure the sustainable growth, prosperity, and long-term value creation for shareholders, of which I am one.

I also ensure you of my current and future intention to ensure that I have absolute adequate time to provide to the governance of the organization. I ask that you please endorse my election, and I thank you in advance for your trust, which I don't take lightly. Thank you.

Andrew Fay
Chairman, Growthpoint Properties Australia

Thank you, Michelle. As you can see, we're very well experienced in the both property sectors and also branching out into a number of other areas, so obviously well-respected. The proposed resolution is on your screen. The directors, in the absence of Michelle, unanimously recommend that you, but that we support her election to the board. I'll invite any questions from the floor. Nope. As there are no questions from the floor, I'll ask Jacquee, are there any questions online?

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

There are no questions, Chair.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay. That moves us to item 3C, 3D, sorry, the election of Norbert Sasse, or the re-election of Norbert Sasse. I now invite Norbert to say a few words.

Norbert Sasse
Group CEO, Growthpoint Properties Limited

Morning, everyone, and thanks, Andy. And, thank you very much for the opportunity to address security holders this morning, and to provide a brief background on myself. I'm a chartered accountant by profession, and I'm the Group Chief Executive Officer of Growthpoint Properties South Africa. I also serve on a number of boards of the key investments that Growthpoint South Africa has internationally, including the V&A Waterfront Property Holding Company in South Africa, in Cape Town; Globalworth Properties, a, is a London-listed property company that invests in Poland and Romania; and also Capital & Regional, again, listed on the London Stock Exchange, that invests in real estate, particularly shopping center assets in the United Kingdom. I have effectively got 27 years.

I bring to the board 27 years of international corporate finance and investment banking, experience, and, a deep knowledge of both debt and equity markets, both, in Australia, South Africa, the U.K. and Europe. I confirm that I have sufficient time to fulfill my duties on the Growthpoint Australia board, and look forward to serving all security holders, hopefully for another term. Thank you very much.

Andrew Fay
Chairman, Growthpoint Properties Australia

Thank you, Norbert, and obviously he's been a big contributor to the Growthpoint growth story over time and, and wonderful to have him on the board. The proposed resolution is up on your screen. The directors, in the absence of Norbert, unanimously recommend that his re-election. I'll now invite questions from the floor. Yep.

Speaker 12

Chairman, I suppose I probably should have asked this question earlier, but maybe you could just outline the interaction with the South African-based directors?

Andrew Fay
Chairman, Growthpoint Properties Australia

Mm-hmm.

Speaker 12

and how regularly they're able to visit Australia and that, and arrangements along those lines. Thank you.

Andrew Fay
Chairman, Growthpoint Properties Australia

So in person, at least twice a year, the representatives from Growthpoint come to Australia, and we spend a week. So we spend a couple of days doing some market research or visiting assets. We then have board meetings, and we also finish it with a strategy session, and in November, we do the AGM. Apart from that, I speak to Norbert regularly. Lots of contribution, and that very much acts in the best interest of all shareholders. I think, you know, joining the board, it was one of the things when I was being interviewed, that obviously you have a concern when you have a large shareholder, but I can absolutely say that without exception, they've been supportive of the company and supportive and think about all security holders, not just Growthpoint.

You know, they've been there in the past, doing in rights issues, and supporting the company financially as well, and so there couldn't be a... From my perspective, there couldn't be a better large shareholder in this group. Are there any other que- Sorry, that was probably Norbert should have answered that. I don't know if you want to add anything, Norbert, or ...

Norbert Sasse
Group CEO, Growthpoint Properties Limited

No.

Andrew Fay
Chairman, Growthpoint Properties Australia

No. Okay. Are there any other questions? As there are no further questions, I'll ask Jacquee if there are any questions online.

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

Chair, we have no questions.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay. The proxies, by the way, are up on the screen there, and Norbert's snuck in again, so there you go. Our final item of business relates to the Managing Director's remuneration. Item four relates to the grant of 335,340 performance rights to the Managing Director as of the maximum opportunity for his FY 2024 long-term incentive opportunity. So these performance rights will vest after a three-year performance period, subject to achievement of the performance conditions outlined in the notice of meeting. While the number of performance rights is based on the full three-year performance period being served, it is the Board's intention that the number of rights will be pro-rated at the date of his cessation as of employment with Growthpoint, based on the portion of the performance period served.

The proposed resolution is on your screen. The directors, in the absence of the managing director, recommend that security holders vote in favor of the resolution. I'll now ask for any questions from the floor. Okay. As there are no questions, Jacquee, are there any questions online?

Jacqueline Jovanovski
COO and Company Secretary, Growthpoint Properties Australia

Chair, we have no questions.

Andrew Fay
Chairman, Growthpoint Properties Australia

Okay. I think, the, there is the, standing at the moment, and I think, will be granted, looking at that. Okay, that brings us to the end of the formal business of the meeting. In a couple of minutes, I'll close the voting system. I ask that those of you who haven't completed your voting on all resolutions to do so now. I'll pause for a moment to allow you to finalize your votes. For those in the room, please provide your voting cards to the Computershare team, who are now collecting them. Everyone... Oh, hello. Thank you, everyone. Voting is now closed, and the results of the votes, for each poll will be released to the ASX later today. On a final note,

I'd like to thank Michael Zeigelaar and the Herbert Smith Freehills for making this room available and the facilities. Thank you for your attendance and the participation at the meeting. Please join us for tea or coffee and ask management or any board members any questions you may have. I now declare the meeting officially closed at 10:50 A.M. Thank you.

Powered by