Good morning, everyone. I'm Andy Fay, Chair of Growthpoint Properties Australia. On behalf of the board, it's my pleasure to welcome you to the Annual General Meeting of Growthpoint Properties Australia 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. With the quorum present, I'm delighted to officially declare these meetings open. I'd like to acknowledge the traditional owners of country throughout Australia and their enduring connection to land, sea, and community. We pay our respects to Elders past and present and extend those respects to all Aboriginal and Torres Strait Islander peoples joining us in person and online today.
For those attending in person, I'd like to 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. Today, I'm joined by my fellow directors, and starting from the far right, Michelle Tierney, Panico Theocharides, Josephine Sukkar, Estienne de Klerk, and Deborah Page, and from my far left, Norbert Sasse. We also extend a warm welcome to Tonianne Dwyer, who joined the board in September, and to our new Managing Director and CEO, Ross Lees. Members of the management team are in attendance, including Jacquee Jovanovski, our Company Secretary and Chief Operating Officer. And in the front row here, we've got Dion Andrews, our Chief Financial Officer, Michael Green, our Chief Investment Officer, and Sam Sproats, our Executive Director of Funds Management.
I also want to acknowledge David Shewring and Katie Struthers, representatives of our auditors, Ernst & Young, who are also present. David has led the audit for our 2024 results and, after five years, is rotating off with Katie to take over the role in FY 2025. Turning to the agenda for today, I'll begin with a few procedural items. But given Ross only joined on the 20th of May, I will then also cover the year's financial performance before handing over to our CEO for his observations, FY 2025 year-to-date update, and the outlook for the group. We'll then move to the formal business of the meeting. The Notice of Meeting and Explanatory Memorandum was made available to all security holders, which I'll take as read. By participating in today's hybrid meeting, security holders and proxies can ask questions and can cast votes in person or online.
The questions will be addressed after the CEO's remarks and during each item of business. Online questions can be entered from now on and will be addressed at the relevant time. To ask a question on the online platform, use the Q&A icon, select the relevant topic, type your question, and press send. Questions may be moderated for clarity and to avoid repetition. For verbal questions online, follow the online platform's instructions or ask your 14-year-old kid to show you what to do. In person, I'm now going to be in trouble, aren't I? In-person attendees should raise their yellow or red security holder card to ask questions and wait for a microphone. When asked a question, please state your name, the company you represent if relevant, and identify yourself as a security holder or proxy. Questions from the floor will be addressed first before moving to online questions.
I may redirect questions to the relevant person as appropriate. All eligible security holders, their attorneys, proxies, and representatives can vote on the resolutions. Voting will be conducted by way of a poll on all items of business, and Christina Piccolo from Computershare will act as returning officer. Online attendees eligible to vote can use the vote icon to cast their votes, which are recorded automatically. Votes can be changed at any time until voting is closed. In-person voters will complete their voting cards after all items of business are discussed. Voting is now open online for all items of business. I will advise you before I move to close the voting at the end of the meeting. A recording of the meeting and presentations will be available on our website after the meeting.
Before I move to this year's highlights and performance, I'd love to introduce Ross Lees, who succeeded long-standing Managing Director Timothy Collyer. Ross brings more than 20 years of real estate management experience and a deep understanding of commercial property markets and funds management. We are confident that Ross's leadership will drive Growthpoint's next phase of growth. You'll get to hear from Ross directly when he provides his update shortly. Moving now to the strategic highlights of last year. At last AGM, I mentioned the pervasive negative sentiment towards the office sector, driven by higher inflation and higher interest rates, and uncertainty on the persistence and implications of the work-from-home trends. Our belief was that the commercial real estate market would remain challenging in FY 2024.
As the financial year progressed, we saw property markets adjusting to these challenges with lower valuations and, while improving more recently, the continuation of subdued transaction activity. Despite these headwinds, Growthpoint delivered a solid result. Funds from operations were above guidance, and we maintained a disciplined approach to capital management. Leasing was strong across the portfolio. Our industrial portfolio, which represents 37% of direct assets, performed well, driven by population growth, constrained supply, and rental increases. In office, 44 leases were signed, representing 12.5% of the office income, with 47,000 square meters of leasing completed, up from 37,000 meters in the prior year. Notably, 70% of leases completed in FY 2024 were to government or listed tenants. In funds management, we adopted a cautious and disciplined approach to capital transactions, given the challenging environment. But we do expect all markets to gather momentum in FY 2025.
Turning to the details, Growthpoint delivered funds from operations of AUD 0.239 per security, exceeding both initial and updated guidance. Distributions were in line with guidance at AUD 0.193 per share, with a payout ratio of 81%. Borrowing costs increased, reflecting a higher weighted average cost of debt, and gearing was at 40.7% at year-end, which was around the midpoint of our target range. Our pro forma 30 September 2024 gearing will reduce to 37.6% following the sale of the Dexus Industria REIT, the sale proceeds of the Dexus Industria REIT, receipts from the proceeds from the Growthpoint Australia Logistics Partnership, and the sale of three Millennium Court Knoxfield, which Ross will talk to later. This places us towards the lower end of our gearing range of 35%-45%. While negative sentiment towards the office continued, our overall portfolio performed well.
Our direct portfolio, primarily leased to government and large organizations, maintained a solid occupancy of 95%, and our weighted average lease term, also known as WALE, of 5.7 years. Our Metropolitan office portfolio continued to perform well, with occupancy increasing to 92% from 90% at the end of FY 2023. The portfolio has strong green credentials, which continue to appeal to government tenants, where we drive approximately 40% of the office portfolio income. Across the industrial portfolio, we maintained 100% occupancy for the third year in a row. The overall portfolio value did decline by 7.9% from FY 2023 due to the property sector headwinds, including persistently high interest rates, resulting in higher capitalization and discount rates within valuations. The office portfolio decreased by 11.2%, while the industrial portfolio saw a smaller decline of 1.8%.
Since FY 2024, our WALE has increased, with good leasing progress and occupancy remaining largely in line with FY 2024, which Ross will go into later. As at the 30th of June 2024, the funds management business managed AUD 1.6 billion. Despite challenging conditions, we continue to seek new opportunities and maintain a disciplined approach. The sale of Taylors House, a Sydney CBD fringe asset for approximately AUD 87 million, achieved an 11% internal rate of return for the investors in that fund. Further, during the year, we extended the investment term of several funds, representing approximately 25% of funds under management, through agreement with the investors or at our option due to market conditions or enhanced asset opportunities. We remain committed to growing the funds under management across the industrial, office, and retail sectors and have already demonstrated significant momentum in the 2025 financial year to date.
This includes the strategic divestment of an 80% stake in six industrial assets to TPG Angelo Gordon, a global asset manager, while retaining the management of these properties and the successful launch of the Growthpoint Canberra Office Trust. Growthpoint continues to operate sustainably and achieving sector leadership recognition in the 2023 GRESB Sustainability Benchmark for the third year in a row. We increased green power coverage to 50% of our office portfolio and entered into a further AUD 500 million of sustainability loans, bringing the total to over AUD 1 billion. We also remain on track to achieve net zero target by July 2025. Growthpoint achieved 7.8 out of 10 in its annual tenant satisfaction survey, demonstrating our strong tenant relationships and engagement. This result placed Growthpoint ahead of the peer average of 6.9.
For the third consecutive year, Growthpoint led the landlord customer satisfaction, ranking first and second in office and industrial, respectively. Our employees, and it's great to see so many here, our employee engagement survey showed positive results with a score of 75%, outperforming the survey property benchmark. We maintain gender diversity in our workforce, with 43.6% being females. Turning to the outlook, although moderating, inflation expectations are predicted to remain volatile, continuing to impact on short-term interest rates. This belief has been reinforced by the recent U.S. election results. We are seeing increasing transaction volumes in the office sector, particularly in the Sydney CBD, toward the back half of calendar year 2024, which will provide more evidence of price discovery that has been going on for the past two years. Industrial markets remain positive, albeit slowing slightly, with still very low vacancies, and our high-quality office assets are resilient.
We are pleased to see a reversing of the work-from-home policies, which will have far-reaching benefits for the overall economy. Ross will provide more color around the outlook shortly. Board renewal and succession continue to be a key focus area for the board in FY 2024. At the close of last year's AGM, the Independent Non-Executive Director, Grant Jackson, retired from the board. Following an external search process, we welcomed our newest director, Tonianne Dwyer, who you will hear from shortly in relation to her election to the board. We are pleased to have returned to a majority independent board and to have exceeded our long-term gender diversity targets of 40%. On behalf of the board, I would like to thank the management team, my fellow directors, and our employees for your contribution, as well as our tenants, suppliers, and stakeholders for their support.
Special thanks goes to our former Managing Director, Tim Collyer, for his contribution over his 15 years of service. Finally, 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 thank you for your ongoing commitment. I'll now hand over to Ross, who will provide an update on the business and outlook for the year ahead. Thank you.
Thank you, Andy, and good morning to everybody in the room and online. Given Andy's provided an overview of the FY 2024 financial results, I'm going to take the opportunity to focus on my key observations since joining in May this year and provide an update on FY 2025's progress. It's been a privilege to have been appointed CEO and Managing Director of Growthpoint.
I'd like to thank the board and our Growthpoint team for welcoming me to the business. I was attracted to Growthpoint's purpose of creating spaces for people and businesses to thrive, and Growthpoint's excellent portfolio of office and industrial assets with high-quality tenants and impressive history and a funds management platform with the opportunity to growth were key to attracting me to the role. Since joining, I've now visited all of our assets and met with many key stakeholders. The quality of our assets and how our team embodies our values was evident during the visits. This commitment is reflected in both our strong employee engagement score, which is five percentage points above the property sector benchmark, and our top industry rankings for landlord satisfaction. We'll be continuing to progress the growth of funds under management over time, with stable returns underpinned by our directly held portfolio of high-quality assets.
In FY 2025 to date, we've already demonstrated our commitment to establishing new funds under management, managing our gearing, and maintaining performance in our directly held portfolio of assets. Turning to the first quarter performance, across the portfolio, the WALE has now increased to 5.8 years, with our occupancy stable at 93%. We've secured 11 new leases, including eight new customers and three renewals. This covers over 96,000 square meters and represents 5.5% of our portfolio income. Our portfolio has maintained a consistent WALE and occupancy rate when compared to FY 2024. We've completed (that was our office portfolio, I should say) and we've completed nine leases in the first quarter of FY 2025, representing 1.6% of our office portfolio income, with a weighted average lease term on new leases of 5.3 years and a 3.5% average rent review.
Occupancy in our industrial portfolio has slightly decreased, but the WALE has increased to 5.3 years, and this was driven by a five-year extension with Woolworths at our Perth Regional Distribution Centre, extending that lease to 2030. As part of our continued partnership with Woolworths, we have agreed to expand the distribution centre, with the works to be partly funded by Growthpoint. The expansion will increase the total gross lettable area of the property by 13.4%, and the lease will then be extended by a 10-year term from practical completion of those works, which is targeted in October 2026. Securing this renewal and expansion for approximately 3.8% of our overall portfolio income addresses a major lease expiry for FY 2026, and it builds on Growthpoint's long-standing relationship with Woolworths, one of our major customers who accounts for 12% of portfolio income.
The majority of this AUD 50 million expenditure is expected in FY 2026. Additionally, on leasing, we secured a 10-year lease at 13 Business Street in Yatala, starting in August 2025, with no downtime. This month, Growthpoint also entered into an agreement to sell three Millennium Court in Knoxfield, Victoria, for AUD 22 million, and the sale price is approximately 13% above our 30 June book value, and during our ownership, it's delivered an unleveraged internal rate of return of 14% per annum. The sale is expected to complete in December. Under funds management, we've made good progress against our strategy of establishing new funds. In October, an agreement was entered to establish the Growthpoint Australia Logistics Partnership with global asset manager TPG Angelo Gordon, with the objective of growing the partnership in the logistics sector in Australia.
TPG Angelo Gordon will acquire an 80% interest in six Growthpoint industrial assets to commence the partnership, and we will retain approximately 20% of the equity. This important partnership supports our strategy to grow funds under management and brings a high-quality institutional capital partner to our funds management platform. Net capital released to the group from the transaction will be AUD 181 million and will be applied to reduce debt. During the first quarter, we also launched the Growthpoint Canberra Office Trust for the acquisition of an A-grade office building in Canberra CBD for AUD 90 million. The property will be managed by Growthpoint and represents a deep value countercyclical investment of a high-yielding, predominantly government-leased office asset. The syndicate investment structure is widely held amongst our private wealth investor network, and settlement is expected early in the new calendar year.
Our capital position has improved over the Q1 with the combination of the industrial joint venture, the sale of three Millennium Court, and the sale of our stake in Dexus Industria REIT. Collectively, these transactions generated cash proceeds or will generate cash proceeds of AUD 334 million, reducing our pro forma gearing from 41.7% - 37.6% as at September. Importantly, these assets were realised in line with the 30 June book values. Since FY 2024, we've continued our focus on enhancing our debt maturity profile, extending a AUD 75 million sustainability-linked loan facility by three years, and refinancing another AUD 75 million facility into a new AUD 125 million facility. Undrawn bank facilities have now increased to AUD 419 million post the sales, which will be available to repay our AUD 200 million expiry in March next year.
Andy covered our sustainability achievements, and I'm pleased to confirm that our recently announced 2024 GRESB score has increased from its already high level of 84 up to 85. These accomplishments are a testament to our team, our partners, and our stakeholders who share our vision for a sustainable future. We've made considerable progress in the Q1 of FY 2025, improving gearing, maintaining strong metrics in our directly held portfolio, and creating momentum in our funds business. Positive trends in the office sector, driven by return-to-work mandates, population growth, and supply reductions, are expected to benefit our high-quality, well-occupied assets in the medium term. We reaffirm our FY 2025 FFO guidance of AUD 0.223-AUD 0.231 per security and our distribution guidance of AUD 0.182 per security, with an additional AUD 0.021 per security special distribution forecast pending the completion of the Growthpoint Australia Logistics Partnership transaction.
I'd like to conclude by taking this opportunity to thank the team and our previous Managing Director, Timothy Collyer, for delivering solid financial year 2024 results. Together with our executive team, we're committed to delivering against our purpose and strategy to grow our funds business with a foundation of stable returns from our directly held portfolio. Thank you for your support, and I'll hand back to Andy.
Thank you, Ross. Before we move to the formal part of the meeting, I'd like to address any questions in relation to Growthpoint or our presentations, and I can confirm that we received no questions in advance of the meeting. Are there any questions from the floor? John.
Thank you. Good morning. My name is John Whittington, and I'm a volunteer company monitor for the Australian Shareholders' Association.
Today, I hold proxies from 16 ASA members and non-members for approximately 250,000 Growthpoint shares or securities. Our thanks go to you, the board, and all Growthpoint employees for producing another solid result. Mr. Chairman, given the scarcity of market transactions, has there been any sign of increased activity in either commercial offices or industrial property? And what impact, if any, will this have on the December 2024 valuations? Also, what are the current trends you are seeing in our properties with regard to working, sorry, with regard to working at the office and from home?
All right, well, I'll start, and you may want to chip in as we go through. Look, I did mention the speech. We have seen a bit of a pickup in market transactions. There's about four transactions in the Sydney CBD, which are currently under due diligence, from what I understand.
There was a bit of trading towards the mid-year as well. There hasn't been anything really surprising in those results. We're actually going through the valuation process, and I've got to be careful what I say here, but the market, I think, would say that there's probably a small downgrade, but it's another small adjustment given where the market is. But we're talking very low single—this low single to middle digit 10%, 5%, 3%-5% sort of numbers. But that would be across the market, across the board. For our portfolios, we'll see. The second question, do you want to come into what [audio distortion] ? Oh, yeah, not sure.
So the second part of the question is what we're seeing with our tenants on return to work and physical occupation of our assets.
We don't track the data per se on who's in the office, where, but what we are seeing is certainly a change in the swinging of the pendulum from work-from-home mandates to return-to-office mandates. And I think in most states other than Victoria, it's not a conversation anymore. We've actually moved beyond it. Companies are going back to work, and people are seeing the productive benefits of working in person. What we're also seeing is a trend from our occupiers, whether we're renewing space or leasing. Our occupiers are taking the same or more space. It's a very small minority that are actually downsizing their space requirements. So I think outside of Victoria, certainly those trends are positive. Speaking to the business leaders of our tenants, they certainly want their teams in office. And we're seeing the movement in the labor market that's shifting that narrative.
We're quite optimistic on how that trend is going to continue over the medium term.
Actually, I'll add one more thing there. I think we've got to get rid of the term work-from-home to flexible working. Pre-COVID, we actually had flexible working, and we offer it to our employees, and most employers do. I think we've got to get to that stage. Ross mentioned Sydney. I mean, it's four days a week, basically, in Sydney now as a minimum. So this is now about flexible working, and it should be whether it's one day a week, in the middle of the week, end of the week, or whatever, that may work. But it also depends on the different occupations. John?
Just a quick follow-up on that one. What about hot desking? Is there a trend away from that?
We're actually, again, seeing the pendulum change a bit. Over the past five years before COVID, we really saw workspace ratios condensing. 20 years ago, it was one to 15 square meters, and it really pushed into maybe one to 10 square meters with the view around activity-based working. I think some of the trends we're seeing, and I made the point before, our tenants are taking the same space or more. They're not downsizing. So they're actually going back to probably having more fixed workstations and a lot more breakout and interactive and collaborative areas for when people are in the office. So there's always going to be a story of one tenant that's going to activity-based and another person that's going back to fixed desks or even at the other end offices. But we're probably seeing less activity-based at the moment.
Okay, thank you.
That's good if there's more people in the office and more space per worker in the office.
Actually, I'll just add one more thing to that. Australia has the fastest growing population growth rate. So a lot of focus has been on occupancy and building. And yes, there has been a supply-demand misbalance. But when we look forward the next five years, we can see a couple of very positive trends, including construction costs are now making it very hard to make construction feasible in most of the sectors. But also with that population growth, and our unemployment rate, even with those very strong population growth, really hasn't ticked up that much at all.
And so you've got a volume of population and a growth happening in the economy, which we expect to fill the vacant office space, which ranges at - we're obviously at the low end, but it goes as high as 20% in some markets. So we actually see a lot of positives in that next three to five years.
Oh, that's good. Thank you. Mr. Chairman, I've got another question. Will the new CEO be releasing his strategy for the trust now? Has he had an opportunity to review the business since he's now over 130 days in the role?
Well, we're actually ... we had a strategy session earlier this week. The way that we run strategy is we actually do it twice a year. There was a strategy out there.
There has been some refinement to that strategy under the new CEO, not dramatically, but probably we've accelerated it a bit in some of the areas. And so he's already on board and giving a strategy. Is it dramatically different to what we've announced to the market historically? No. We're focused on growing the funds management business. And you can see the success already, the momentum that's coming through in FY 2025. So that's part of it. We will continue to hold balance sheet assets. We see ourselves as a core REIT to provide the distribution to shareholders. You did see us sell down part of our properties in the industrial space, but we do maintain the management for that, the management of the properties and therefore fees and income.
What you can expect to see over the time, and this is part of the strategy, is a growing portion of our revenue and our earnings cash coming from fees as a fund manager. I don't know if we've gone out anything, Ross?
Okay. Thank you, Mr. Chairman. That leads to my last question in this section. It's about the funds management business. It was acquired in September 2022 at a cost of AUD 57.5 million. The revenue is still insignificant, and it now has a recoverable value of AUD 9.4 million and 83% loss of shareholders' funds. What have you learned from this? And will the company now focus on the areas in which it has competence and exit this experiment?
Okay. This is the dark arts of accounting policies, unfortunately.
What you're required to do at the end of each period is actually do a test of what the value of the assets are worth. When we acquired the business, it had a series of funds, and we had a projection of what we would grow those funds over the years. As of 30th of June, we hadn't delivered, and it was more a reflection of the market conditions. The transaction volumes had gone out. No one wanted to own property as interest rates continued, so it was a market-wide issue, so when we came to the testing, when our independent auditors came to the testing at 30th of June, because we hadn't achieved the growth that we were expecting, we had to write that asset down, and it's required as accounting standards, and we're required to do so.
Were we doing it on the 30th of September, now that we've got these funds growth, I would imagine we would get a very different answer. So that was very much a point-in-time thing. We are very positive on the opportunity set as a fund manager in all three sectors, retail, industrial, and office.
Okay. Thank you.
Are there any more questions from the floor?
Good morning. Geoff Thomas, representing Longbourn Proprietary Limited and Seagloss Investments. First, I want to congratulate you on reducing the debt. On one hand, that's fantastic. On the other hand, a gearing ratio of 35%-45% is far too high. This cycle we're going through now, we've been through it before. We've got some old heads on this board who've been through these cycles before, and we should never have been in this position.
So going forward, I'm going to ask the board if they consider this gearing ratio and get it reduced down. It is too high. Thanks, Estienne. I appreciate you nodding your head on that one as well. So if that could be looked at, that'd be great. The other thing is just on this Melbourne leasing, the property that you're leasing at the moment. I understand there's some dreadful deals being done here in Melbourne. Fantastic for tenants, shocking for owners. And I just wondered if I can get a little bit of flavor about the leasing that's being done at the moment. I see you're increasing that leasing and getting the properties leased, which is important, but the deals have to be worthwhile going forward, not just for the sake of leasing a building that's going to be a disaster long-term.
So, I guess, get to comments on those. Thank you.
Thank you, Mr. Thomas. Look, looking at the gearing, the board is always looking at the gearing and understands your position. And as you said, we did take positive action to reduce that gearing. We need to consider how you reduce the gearing and make sure that we don't destroy shareholder funds when we're doing that. And so we're well aware of that. We have a number of strategies that we look at, but we will definitely take it on board about the concerns about the gearing. With regard to the leasing and the deals that we're doing at present, I'll hand over to Ross or Mike.
Sure. Yeah, I think I'm happy to touch on that. It really is market-by-market for where the leasing activity is and what the deals look like. And Melbourne is certainly the hardest.
I think we enjoy the benefit for the portfolio that we have, that it is A-grade, modern, and high quality, and there's certainly two themes that we're seeing, which are a flight to quality and a flight to value, and we offer very affordable rents for very high-quality buildings in the city market, so we're positioned in the right place of the market. Victoria is unique. It's got the highest vacancy rate in the country and the highest unemployment rate in the country. It's hard to do deals down here. Other parts of the country where we have assets, Brisbane, we're seeing 10% net effective rental growth. Fortunately, we don't have a huge amount of vacancy down here at the moment that we're leasing through, and it's the attraction of our portfolio with a long weighted average lease expiry in office of six years and an occupancy rate of 91%.
We're probably looking at two to three major vacancies down here, and we are having to compete with markets, particularly like Docklands. They're throwing very aggressive incentives into the market. Again, the long-weighted average lease expiry and high occupancy does help wash us as a portfolio through some of those challenges, and otherwise, we're looking at is how we actually manage our leasing. Occupancy is very important. We want cash flow. Having empty buildings isn't in anyone's interest, but doing deals at all costs also isn't, so really what we're doing is making sure we're investing into the assets, putting high-quality fit-outs into space. We're seeing over 80% of tenants want fitted space. So we're seeing CapEx go into those to fit the space, and that gives us longevity into the next lease term if that tenant moves out.
And where possible, shortening the duration of the lease terms to not necessarily lock in a deal at a low point in the market in Melbourne that we think might improve in three or four years.
Thank you very much for that. And I take your point on selling assets just to get the debt down. Reducing debt is a very difficult thing to do. And I'd much prefer to see you selling properties than buying new ones, even though this market might be great for buying properties in and out. It's just as debt is just too high. And so I appreciate the fact that you comment on the idea of getting it down. It takes time. I understand that. But at least if you're starting to head in the right direction, and again, I compliment you for that because you already started on that.
Yeah.
I forgot to mention also, we have distribution guidance. The AUD 0.182 on the underlying business is actually a reduction, and that's one of the reasons that we looked at the debt. We are going to give a special distribution because there's a capital gains tax issue. And so in the hands of security holders, we wanted to help you with the tax that you're likely to face with that.
All right. Well, thank you once again.
Thank you. Are there any other questions? From the floor? No. Jacquee, do we have any questions?
Chair, we have a question from Stephen Mayne, a security holder. His first question is, even after our AUD 289 million statutory loss, our claimed net assets of AUD 2.61 billion, sorry, AUD 2.61 billion significantly exceeded the current market cap of AUD 1.93 billion after the share price tumbled from AUD 4.14 April 22 to AUD 2.54 yesterday.
Could Auditor David Shewring from Ernst & Young please detail the rigor of the valuations process that he went through with the audit and comment as to whether he will look closely at more write-down in the February half-year result, given the AUD 680 million disparity between our valuation and the market's valuation?
Oh, no. I've got it. Thank you, Mr. Mayne, for your question. In terms of the market cap, I won't comment on the market cap specifically relevant to Growthpoint. That's a sectoral issue, and I think you'll find that applies across a lot of REITs. So what we're looking at specifically, however, is the rigor of the valuations process. If you read our audit opinion, there's a key audit matter for investment property valuation, which has historically been the case, and it is a focus of significant efforts by our audit.
That will entail looking at the quality and the controls around rotation and quality of the valuers who are engaged by the company to value the property, and we'll look at the appropriateness of the valuation methodologies they apply, discounted cash flow, cap rate, etc. We also have a specialist group within EY who are all qualified valuers, and we will do a risk-based sample of the independent and the director's valuations and ensure that we and they are comfortable with all of the underlying assumptions within those valuations, and that includes cap rates and looking at benchmarks into the broader market and whether they fall within those benchmarks, market rents, etc., and any underlying adjustments, and then aside from that, we're looking at all of the valuations in totality around those similar metrics, and we've concluded that the process is robust and where it's an unqualified opinion.
I'd also say other evidence that we would take into account is when assets have been divested. And as has been previously mentioned in this presentation, assets divested in recent times have been at around book value. So we are comfortable with the valuation process. And it will always, Mr. Mayne, remain probably the key audit focus in any REIT audit, and certainly in Growthpoint is no different. Thank you.
Thank you, David. Any other questions?
Yes, we have two more questions from Mr. Stephen Mayne. The next one is, thank you for offering shareholders a hybrid meeting today to maximize participation opportunities and also for publishing all AGM webcasts since 2015 on your website. This is very good practice. We have around 2,600 shareholders, but less than 200 will have voted today.
When disclosing the outcome of voting to the ASX this afternoon, could you please include the data on how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. Our share registry provider, Computershare, did this for the first time at its AGM earlier this month.
Thank you, Mr. Mayne, for your question. We'll take it on board. I think the issue that we've got is that probably takes a fair bit of administrative pre-planning to be able to get it out today. I'm just looking at my COO, Jacquee.
I was going to say we comply with the ASX and the Corporations Act when we do announce the results, but we'll take it on board for next year.
Okay.
We will be obviously releasing, yes, all of the results of the meeting post this meeting. Next question.
The next question is, given that Growthpoint Properties is our largest shareholder with 63% and our share price has performed so poorly over the two years, could representatives of our controlling shareholder please comment on whether there is any discount to NTA that would inspire the parent to launch a mop-up bid or at least creep up the register? What is the controlling shareholder doing to improve the lived experience of 2,500 minority retail shareholders who have had a terrible ride in recent years?
Just before Norbert gets the microphone, I just want to note as well that in the last 12 months, so from the bottom, and the share price has actually improved. I think it's about 21% from those lows, and that doesn't include the dividend.
So yes, there has been a period, but we have been in a very tough property cycle, especially on the office side. When 67% of your assets are in the office sector, there are going to be issues and the market takes it very negatively. And the market has put us down a lot more than the actual underlying assets would suggest. And typically, you see this happen in markets. At some stages, you trade at a premium to your NTA. Other times, you discount. And there's much to do as markets send them as anything else. But anyway, I'll hand across to Norbert as the representative. Or does Estienne want to do it?
Thank you very much for the question. Don't have to hold the button. Okay. Apologies for that. So I'm Norbert Sasse. I'm the Group CEO of Growthpoint Properties South Africa.
I think Growthpoint South Africa has been a core long-term investor in Growthpoint Australia since 2009. We're not speculators in shares. We generally look to acquire meaningful controlling stakes in the investments that we have internationally and even within South Africa. So obviously, the share price performance has been very disappointing, I guess, not only for retail shareholders, but also for ourselves. I mean, we do, as Growthpoint South Africa, consolidate the results of Growthpoint Australia into our results. So the actual share price itself does not really impact our balance sheet. It's more the underlying assets and net asset value that gets consolidated into our balance sheet. I'm not going to speculate on markets, takeouts, and those sorts of things. It's a very dangerous territory to be in, given it's a listed security.
But fair to say that if you look internationally and globally, listed property shares have traded very, very poorly in this interest rate rising cycle. And for most part, I think there's hardly a listed property company anywhere in the world that hasn't been trading at a discount of anywhere between 40%-60% to its underlying net asset value. In particular, those stocks that are exposed to the office sector and the impact that is still being felt globally on the work-from-home dynamic. Growthpoint South Africa itself continues to trade at about a 40% discount to underlying net asset value, given that we're also pretty much exposed disproportionately to the office sector in the South African business and some of the other markets that we're invested.
Thank you, Norbert.
I'll leave it at that. Thanks, Chair.
Thank you, Norbert. Any other questions? Jacquee, one more, wasn't there?
I confirm that was the last question from Stephen Mayne, and there are no more questions, Chair.
Okay. All right. Thank you very much. Moving on now to the formal items of business of the meeting. The first item of the business is to receive and consider the financial reports and the reports of the directors and auditors in respect of Growthpoint Properties Australia, the financial year ended 30th of June 2024. There is no vote on this item. A combined annual report of the company and the trust was mailed to the security holders who elected to receive it and is also available on the ASX platform and the group's website. Representatives of the company's current auditor, EY, we heard from David just before, here today to answer any questions in relation to the audit, the auditor's report, the audited accounting policies adopted, and the independence of the auditor.
Security holders were invited to submit questions in advance of the meeting, and I confirm none were received. I'll now invite questions from the floor. Are there any questions? No, I haven't got to you yet. No? Okay. Jacquee, are there any questions?
Yes, we have a question around our auditor and that we were appointed since our float in 2007, which actually is 2009. PwC were appointed, and there's a question about how many competitive tenders have there been since that time.
Okay. I can probably answer that because there's been two. EY was appointed in 2019, so it's been on for five years. So there's a formal process there, and then prior to that, KPMG was the auditor, and that was at the time of the float, and there was a competitive process in both instances to select the auditor.
I did note that Katie is actually rotating on, so David leaves after five years of doing the audit with good practice. Are there any other questions?
Chair, there are no further questions.
Okay. Thanks very much. There are five remaining items of business today in the agenda set out in the notice of meeting, which will require a vote. As set out in the notice of meeting, I intend to vote all available proxies in favor of each resolution. The next item of business is for security holders to adopt the company's remuneration report. Although the resolution is non-binding, advisory vote, the board will give due regard to the outcome of the vote when considering future remuneration arrangements. The proposed resolution is on your screen. The directors recommend that security holders vote in favor of the resolution. I will now invite questions or comments on this resolution.
Are there any in the room? John? We'll move forward. Yep. Is that all right? Can we move to the slide forward? Thank you. Any follow-up questions on that? Okay. Are there any questions online?
Chair, we have another question from Stephen Mayne. His question is, did any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, issue a report about us ahead of today's AGM? If so, did any of them recommend any votes against, and what reasons did they give? Also, has there been any material vote against this remuneration report resolution?
So I'll take the last first, Mr. Mayne. We actually put the proxies up. I think they're running at about 96%, 96.5%, 4% or something, somewhere around that level. Look, I can confirm that we're aware of four proxy reports, and we've received four proxy reports.
The reality is these are stamped confidential, and you've got to respect confidentiality. I learned life a long time ago. If you don't respect confidentiality, you don't get the information going forward. So I can't specifically address what the recommendations were from each of the proxy houses. However, with that vote, and I think you'll see in the other resolutions, obviously, any concerns must have been what you'll see will have been well and truly offset by the positive elements of each resolution.
Chair, there are no further questions.
All right. All right. Okay. We're done. Okay. The proxies are now shown on your screen, which were there before. The next item of business relates to the election and re-election of directors. Deborah Page and Estienne de Klerk are standing for re-election today, and Tonianne Dwyer is standing for election.
Details of the qualifications and the experience of each director standing are set out in the notice of meeting. A separate resolution will be put for each director, and I'll start with item 3A, the election of Tonianne Dwyer. I now invite Tonianne to say a few words in relation to her election.
Thank you, Andy. And good morning, ladies and gentlemen. Thank you for the opportunity to speak to you today and seek your support for my election as an independent non-executive director. Being new to the board, I thought it would be helpful to provide you with a brief summary of my relevant background and experience and my first impressions of Growthpoint. I have over 20 years of experience in the property sector, both as an executive and as a non-executive director.
I started my career as an investment banker in London before joining a London Stock Exchange-listed property company called Quintain Estates and Development, where I built a property fund management business in social infrastructure, investing alongside some of the market's largest institutional investors. Since returning to Australia, I built a career as an independent non-executive director. One of my first board appointments was to the board of the Dexus Property Group, where during my 11 years on the board, I sat on the audit committee, I chaired the risk committee, and I sat on the board of the Dexus Wholesale Property Fund. Dexus gave me a terrific exposure to investment in office, industrial, and retail property across Australia and to property fund management. I retired from Dexus a couple of years ago, and today I'm a non-executive director of ALS, of Incitec Pivot, and of the AUB Group.
I'm also the Deputy Chancellor of the Senate of the University of Queensland and a director of the Sir John Monash Foundation. I've previously been a director of OZ Minerals, the Queensland Treasury Corporation, Metcash, and Cardno, and I'll bring the benefit of all of this experience to the Growthpoint board. While I've only been on the board for a couple of months, I've been impressed by the people, the portfolio, and the caliber of the tenant base. I sense a building momentum under Ross's leadership, and I feel confident of the strong culture of the organization, which is borne out through engagement scores and tenant feedback. The launch of the Canberra Office Fund and the Growthpoint Australia's Logistics Partnership are both important strategic, but also symbolic steps for Growthpoint as we build our track record of delivering strong risk-adjusted returns by active management of real estate.
I recognize that being a director of your company is a serious responsibility. With your support, I look forward to bringing all of my experience to our board deliberations, and I welcome the opportunity to work with my fellow directors, with the management team, and our investment partners to grow and build Growthpoint into the future and to create value for you, our shareholders. Thank you for your support for my election.
Thank you, Tonianne. The proposed resolution is now on your screen. The directors with Tonianne abstaining unanimously recommend her election, and I think you can see why. I will now invite questions or comments on the resolutions. Are there any questions in the room? Roll forward. Can we roll forward the proxy numbers? There we go. At the back, Mr. Thomas.
I wanted to speak in favor of Tonianne and all the directors that are coming forward to present today. I think we're very fortunate to have someone of her caliber, and I congratulate the board on choosing someone like that. I know gender diversity is always a big issue these days, but I'm more interested in the quality of the person that we have. And I think this lady is. We're very thankful to have her. And so I'm going to vote for all the directors as well coming up. Thank you.
Thank you very much. And let me assure you, when we're selecting a director, first and foremost is looking at the board skills matrix, matching what we need and getting the best person and getting the best director that's going to add value and help the business grow and help get the returns for the security holders.
So thank you. Any other questions? Any questions online, Jacquee?
Chair, we have a question from Stephen Mayne, and his question is, could new director Tonianne Dwyer and the chair comment on the recruitment process that led to her appointment to the board? Was a headhunter involved? Did the full board interview Tonianne Dwyer as a group, and did they interview any other candidates? Did Tonianne Dwyer know any of our directors before engaging with the recruitment process?
Okay. I think Mr. Mayne will have to come next year. So lovely to have him in the room. Yeah, let me start the process. So when the decision that Grant was going to be leaving the board, we updated the skills matrix, and from that, we identified the sort of skills and the skills that we needed to replace and what would aid the board.
We actually then drew up both a position document as well as those sort of skills that we required. We employed Hattonneale to be an external search firm. They went out and got what you call a long list where they go through the market and they find people. They provided that long list to three directors from the nomination committee. We met with Hattonneale. The members of the board that were on that met with Hattonneale. We took that long list, and it was quite long. It was very long, down to five potential candidates, all of whom I believe would have been excellent on the board. From there, those three directors each interviewed the five potential candidates. Following that process, we agreed on two that we thought, as I said, would be absolutely perfect for the business.
We had a preference, but we wanted to make sure we at least put a couple of people up. The rest of the board then interviewed the two candidates. Following that meeting, we met as a board, and the decision was made that Tonianne was probably our preferred thing. We were just hoping she'd accept, and she did, which went very good. To Tonianne's credit, she's really already added a lot to the board in her questioning. This week's been the first week we were all together, obviously, with the South African directors, and her input has been excellent. As to, did any of us know? Look, I'm probably the person who would have known, but because both of us had some time at Dexus, they were different times in different roles.
So we actually, the first time we met was at the interview process. So I'm not sure. Did you meet any other? No. So Tonianne didn't know any of the other directors prior to our planning?
No, look, I'm happy to confirm that I didn't know any of the other directors. Obviously, I knew of some of them, but didn't know anyone. And as Andy said, we had a sliding doors moment, one might say, in Dexus, but no, I wasn't familiar or known by anybody.
Okay. Any other questions online, Jacquee?
There are no other questions.
Okay. So the proxies are up there. I'll obviously move to the next thing, but I think we can say congratulations at this stage. Moving to item 3B, the re-election of Estienne de Klerk. I now invite Estienne to say a few words.
Thank you, Andy. Good morning, folks.
Thanks for joining us on this beautiful Melbourne morning. I've been very privileged to be part of this board since 2009, so the past 18 years, and have seen the growth of this company. I'm a chartered accountant, South African chartered accountant. I have an honors degree in both accounting and marketing, and I have extensive banking experience and real estate experience, which I've built up over the past 27 years. I've also got significant board experience, listed company board experience in my capacity as the Chief Executive Officer for South Africa of Growthpoint Properties South Africa, and I've also served on many of the what I call national service industry bodies in South Africa, where I've chaired the Property Owners Association of South Africa in 2013, and I'm currently the chair of the South African REIT Association in South Africa.
I've also built up extensive relationships within the industry bodies in both South Africa and in Australia with PCA. In terms of the support from security holders, I would really appreciate the support, and I thank you for that endorsement. And I certainly have the capacity and the time to fulfill this role. So I thank you very much.
I'm going to preempt John. Can we roll the proxies forward? Thank you. Okay. Are there any other questions from the room? John.
Thank you. Ms. Chairman, it's John Whittington from the Australian Shareholders' Association. I have a question for Mr. de Klerk, which is a question I ask of many returning directors and especially relevant since he is based overseas. Mr.
De Klerk, what do you view as the key activities in your role as a director of this business should entail beyond attending board meetings and reading papers?
Thank you, John, for that question. So I think from our perspective, obviously, we have a couple of responsibilities. My responsibility as a director here is very much to promote the shareholders' interests for the group. I'm personally a shareholder. I represent a major shareholder. And as a common shareholder with many of you, I think the interests of the group is the most important thing. So what that would mean is contributing to its strategy, to ensuring that the future of this company is a growing one, is a successful one, and that all the skills that I can potentially contribute will hopefully benefit the objective of growing this business.
Okay. Thank you.
Do you talk to tenants and visit properties and do things like that, or do you leave that to others?
No, no. We're very privileged that every time and we do come to Australia quite often and very involved in the business. So over the past 15 years, we've consistently come to Australia at least two to three times a year. And in those visits, we have the opportunity to inspect the properties, often meet some of the tenants. We interact with other security holders or potential security holders in obviously creating industry interest within the company. And ultimately, as a director, promoting this business and its interests would be a key responsibility. So with our physical presence here, it does help, but there are many other security holders which are not just domiciled in Australia.
From that perspective, we also fulfill quite a role in promoting this company internationally.
Thank you. I think Estienne's understating. He said the word potentially. He does add a lot of value as do all of the South African directors. We actually had the opportunity to visit both office assets in Sydney earlier in the week and industrial assets yesterday in Melbourne out at the airport area, which was great. We met with a couple of tenants and discussed issues there. So very much so. Are there any other questions?
Chair, there are no questions.
Okay. All right. The proxies are up there. With that, I'll move to item 3C, the re-election of Deborah Page. I now invite Debbie to say a few words.
Good morning, everyone. Thanks, Andy, for that introduction. Apologies in advance if I lose my voice during this.
I'm sort of at the back end of one of those horrible winter viruses. I've been a director, a non-executive director at Growthpoint since March 2021, and I serve as the group's chair of the Audit Risk and Compliance Committee. I won't repeat my CV because it's outlined in both the annual report and the notice of meeting, but suffice to say I'm a qualified chartered accountant and held audit partner and senior finance executive roles during my executive career. Over the last 20 years or so, I've worked exclusively as a non-executive director, as both a board chair and committee chair across a range of industries, including the property, building materials, and investment management sectors, which are all relevant for this appointment.
Since I joined the board, the company has successfully navigated its way through the pandemic, commenced the execution of a strategy to develop a funds management business, and earlier this year did one of the most important things that a board needs to do, and that is to successfully complete a CEO succession with the appointment of Ross. Under Ross, I'm very confident that we can build out a successful funds management business, and I've been particularly impressed with his energy and what I refer to as his decision velocity since his appointment. I look forward to continuing to work with all my colleagues on our upcoming climate reporting obligations, navigating the current property conditions, and executing the strategic development of the business. Thank you for your ongoing support.
Thanks very much, Deb. Can we roll? Can we go forward to the proxies, the results? Okay. Okay.
I'll invite any questions on the resolution. So I should say the directors without Deb abstaining with Deb, sorry, with Deb abstaining, unanimously recommend her re-election. I will now invite questions or comments on the resolution.
Ms. Chairman, so I'm not seen as picking on Mr. de Klerk. I'd like to ask the same question to Ms. Page that I asked Mr. de Klerk. Ms. Page, what do you view the key activities in your role as a director should entail beyond attending board meetings and reading papers? And would you share a few examples of when you did that at our company in the past year?
Okay. I guess a lot of the extra stuff that I do revolves around my role as chair of the ARC. So I meet regularly with David and now Katie from EY leading up to all the audit committee meetings.
So I keep abreast of that. I also have communication with KPMG, who provide internal audit services to us. And I'm always available to Dion and the finance team. I meet with them regularly to discuss emerging accounting issues or to provide other assistance as they need it. In terms of broader director responsibilities, I think it's important to stay involved in what's happening in the property industry because one of the things that a good director does is bring the outside world into the company. And so I attend conferences and things like that so that I'm keeping up to date with all the latest things as well as attending. I think I've got one of the highest continuing professional development records at the AICD. I was recently audited and came through with flying colors. So I hope that answers your question.
Okay. Thank you.
Yes.
I think the other thing that Deb did mention there too, she also works on and helps with the operations side, having put in systems and stuff in other places and looks at that as well. So are there any other questions from the floor? Any other questions online?
Chair, there are no questions.
Okay. The proxies are up on the screen. Okay. Moving to items four and five, which relate to the remuneration of Ross Lees as Growthpoint's CEO and Managing Director. Item four relates to the grant of performance rights to the CEO and Managing Director as the maximum opportunity for his FY 2025 long-term incentive opportunity. The performance rights will vest after a three-year performance period subject to achievement of performance conditions outlined in the notice of meeting. The proposed resolution is on your screen.
The directors, in the absence of Ross Lees, recommend that security holders vote in favor of the resolution. I will now invite questions or comments on this resolution. Are there any questions in the room? John? Oh, proxies. Sorry. Can we go forward to the proxies? I'm a slow learner. That's it. All right, so there's the voting, and that shouldn't discourage people from voting. We do actually get information from the voting that happens prior to the meeting and the voting that happens in the meeting to make sure that we understand if there are any issues that are arising and that we've covered the material, but anyway, are there any other questions on that on the floor? No? Are there any questions online?
No questions, Chair.
Okay. So the proxies are up there. Okay.
Item five seeks the approval of the CEO and Managing Director's sign-on award performance rights to compensate for his foregone incentives with his previous employer in accepting the CEO opportunity with Growthpoint. This also has a benefit of immediately aligning Ross with security holder interests, and I note that he also purchased securities on market post his announcement of joining the group before he started, and he actually did start a month earlier than we were expecting, which was fantastic. The performance rights are subject to the achievement of performance conditions and other conditions outlined in the notice of meeting. The proposed resolution is on your screen. The directors, in the absence of Ross, recommend that all security holders vote in favor of the resolution. I will now invite questions on the resolution from the room. John.
Mr. Chair, thanks for the proxy numbers.
It's John Whittington from the ASA for those online who can't see. Mr. Chair, would you please explain why you haven't attached any vesting conditions based on financial performance and/or shareholder returns to this sign-on benefit? The ASA doesn't normally support sign-on benefits.
Okay. Yeah. Look, it's a good question, and I want to go through the process, so we finally convinced Ross to join us, and I think it was about April, something pretty much that, which is, as you can appreciate, sort of 10 months through the financial year. He had a workout period, which fortunately we were able to shorten. But that would have meant he would have done a full year at the company he was at. We had the opportunity to look at previous bonuses and both STI, LTI. There was a significant cash portion that I would have expected.
And Ross probably can't comment, but given the performance from his old company, that he would have been paid more than that in cash. So that then leaves the board with, we want to get the person on board. He could have waited to that period, but I think the sort of person he is, he wanted to get on and move on and be honest with his current employer and not wait the three months to get that vesting and take it. And we negotiated a position whereby instead of getting cash and getting a smaller amount, a smaller amount than he was actually going to get, we'd align him with the interests of the shareholders and put it into two tranches.
One tranche to deal with KPI of timing and cultural fit because a new CEO coming into a company. You've got to make sure that they fit in with the existing culture, but also develop it and that side of it. The second one included, as well as that, the strategic positioning of the company over the next three years and making sure it moves it forward. The timeframe on this, they go out to six years. What Ross actually forwent was a significant cash and potentially scrip that was immediate to a long-term payoff aligned shares that will go up and down with the value of the shares, and he still has to achieve those performances. If he left tomorrow, he'd get nothing. That's the way it works. They vest over a period of time. I think it was in the balance.
It was enabled us to get what we think is a very high-ranking chief executive into the business at short notice and get going with and help the security holders and the company develop.
Okay. You actually missed the key part of my question is why weren't financial performance indicators?
Yeah. Okay. So the financial performance, Ross is coming in as the new CEO. All companies, it's a three-year process to get the financial performance there at a minimum. He does have significant relationships to the financial with his STI and KPI. 60% of the STI KPI is basically on financial measures, which is the FFO in the particular year and the funds under management growth.
The LTI, while it's not a financial measure, it actually reflects the financial performance of the company because it's a relative TSR, so relative to a benchmark of securities and a relative ROE for the first grant. Now, we are looking at that, the remuneration structure this year, but that's what he was going into. So he's got a lot of alignment with shareholders based on the financials as well.
Okay. Thanks, Mr. Chair.
Are there any other questions on the floor? Any questions?
Chair, there are no questions.
Okay. Proxies are up there. So we'll now move to items six and seven, which relate to the renewal of the proportional takeover provisions contained in the company's and trust constitution. The reason for the renewal is set out in the notice of meeting.
If the resolutions are passed, the proportional takeover provisions will operate for a three-year period commencing from the date of this meeting. The proposed resolutions are on your screen. The directors recommend that the security holders vote in favor of the resolutions and I'll now ask. Oh, they're actually up there. The actual proxies are up there. I'll now invite comments or questions from the room. No questions? Are there any online?
Chair, there are no questions.
Okay, well, that brings us to the end of the formal business of the meetings. In a couple of minutes, I'll close the voting system. I ask that those of you who have not 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 meeting, please provide your voting card to the Computershare team who are now collecting the items. That's where we need a bit of music in the background, don't we? You don't want, I can tell you, you don't want me to sing. I have a son with perfect pitch, and I definitely don't. Voting is now closed, and results of the votes for each of the polls will be released to the ASX later today. I now declare the meeting closed at 11:11 A.M. Thank you for your attendance, and the board and senior management. Look forward to meeting the shareholders that are in the room at the back of the room for some refreshments. I'd also like to thank HSF for making this room available for today's AGM. Thank you for your participation.