Thank you, ladies and gentlemen. Good afternoon, and welcome to Region Group's 2023 Annual General Meeting. On behalf of the board, I extend a warm welcome to all our security holders, proxies, and guests participating in today's hybrid meeting. I would like to commence by acknowledging the traditional owners of the land on which we are formally conducting this meeting, the Gadigal people of the Eora Nation, and recognizing that you may be participating in this meeting on land other than traditional custodians, with other traditional custodians. I pay my respects to their elders, past, present, and emerging of all those nations. If we experience any technical issues today, a recess or adjournment may be required, depending on the number of security holders being affected. If this does happen, I will inform you accordingly.
My name is Steven Crane, and I am the Chair of the Group, and I've been appointed as chair of this meeting. This afternoon, we are simultaneously holding the meetings of Region Management Trust and Region Retail Trust, and for the rest of this meeting, I will refer to the business of each trust conducted as one meeting. I would like to introduce Region's independent directors and senior management who are joining me here today. My fellow independent directors are Beth Laughton. You might just, 'cause not everybody can necessarily read there, so you might just stick your hand out, Beth. That's it. Thank you. Belinda Robson, Angus James, Michael Herring, and Antoinette Milis. Sorry, thank you. And sorry, Antoinette.
Our executive director is Anthony Mellowes, Chief Executive Officer, and during Financial Year 2023, Mark Fleming, Chief Operating Officer and Head of Funds Management and Strategy, was also an executive director. As announced at the ASX on the 27th of September 2023, Mark recently tendered his resignation after ten years with Region, and I will talk about this later in my chairman's address. Our General Counsel, Company Secretary, Erica Rees, is here. Also in attendance is Yvonne van Wijk from the Group's auditors, Deloitte Touche Tohmatsu. We also have representatives of the Group's registry, Link Market Services, joining us today, and Link will be moderating the webcast. I've been informed by the company secretary that a quorum is present, and I declare the meeting open.
The agenda for the meeting today will be as follows: There'll be my address, Anthony will give his address, and then we'll attend to the formal business of the meeting, which includes the resolutions, and then a general business and questions at the end. My presentation today will cover the following: Region's financial performance, strategy and outlook, and a report on governance matters. Our commitment to our security holders is to deliver secure and sustainable earnings and distributions, which grow over time. Notwithstanding the macroeconomic conditions during FY 2023 of increased interest rates and rising inflation, Region was able to maintain our financial year 2023 adjusted funds from operations per security of $ 0.153 per unit, which was the same as financial year 2022.
Region achieved strong top-line operational performance, including 4.3% comparable NOI growth, which was up from 3.3% in financial year 2022, and mitigated the markedly increased interest rates during FY 2023, with our weighted average cost of debt increasing to 3.4% from 2.5% the previous year. Early in 2023, Region improved and strengthened our balance sheet by acquiring five assets for $ 180 million, and divesting Carrara Shopping Centre for $ 23.5 million, which was 2.2% above our book value. We also divested our last investment in CQR and raised $ 86.9 million of equity through the DRP.
Despite the challenges faced by the high interest rate environment, our financial earnings for financial year 2023 include adjusted funds from operations, or our AFFO, of $ 173.9 million, up 2.6% compared to FY 2022. FY 2023 distributions to security holders totaled $ 0.152 per security, which was the same as financial year 2022 and equal to our highest distribution paid since our IPO in 2012. In financial year 2023, we also include the fair value loss on the revaluation of investment properties of $ 264.1 million, resulting in us making an overall accounting loss.
This was largely reflective of softening of our weighted average cap rate on our properties from 5.43% to 5.85%, and also significantly reversed the valuation gain of $ 354 million in financial year 2022, when our cap rates fell, tightened from 5.9% to 5.43%. Our net assets at 30th of June 2023 of $ 2.55 per security is now similar to our net tangible assets at the 30th of June 2021 of $ 2.52 per security... Unfortunately, the increasing cost of debt and rising cost of living have created challenges for Region and our REIT peers, which has negatively impacted our security price.
Our total security holder return for the three years to the 30th of September 2023 has been 7.3%, which has underperformed the ASX A-REIT Index by 5.1%. I'll now turn to strategy and outlook. Our focus is on serving our local communities for their everyday needs. This remains unchanged for financial year 2024, with our core strategy being to generate sustainable net operating income from our business. We will do this by driving increased rental income, leveraging our scale to maintain controllable property and other expenses, investing more in enhancing our existing assets, actively managing our centers to ensure we have sustainable specialty tenants, which provide predominantly non-discretionary goods and services.
Partnering with our anchor tenants to drive turnover rent, and implementing our ESG initiatives to solidify our essentially local brand within communities, and continuing on our path towards Net Zero of Scope 1 and 2 Emissions by financial year 2030. We continue to partner with our supermarket anchor tenants to provide convenient local supermarket offerings, including last mile logistics. We believe in the near to medium term, we will benefit from inflation through increased turnover rent from our anchor tenants, and increased affordability of rent for specialty tenants as their sales increase. However, we expect that the rapidly rising rates and inflationary costs will still pose us a real challenge. We are also reviewing our management cost base to reflect the current business requirements and focus.
Above all, the board remains committed to our key objective, which is to deliver secure and sustainable earnings and distributions, which grow over time. Importantly, we believe that we have the right management team to deliver that outcome to our security holders. Previously, Region's strategy for earnings growth was to focus on acquisitions. Over the past year, we have seen a growing price expectation gap between vendors and purchasers, which has seen a price expectation not at the levels needed to generate accretive earnings for Region Group. Instead, Region is considering a capital recycling program, which will see the potential divestment of Region's lower value, tighter yielding, that is, lower yielding properties, where there is still a demand from private investors. We are also committed to growing our portfolio earnings by focusing on adding value and reinvesting in our existing assets.
For example, we will continue to focus on ambience upgrades and refurbishments, e-commerce deals with our supermarket partners to drive online sales, developing pad sites, and progressing our sustainability initiatives, which, by the way, do have a positive return for unitholders. Our joint venture with Singaporean Sovereign Wealth Fund, GIC, a globally recognized partner, is known as The Metro Fund. The Metro Fund continues to offer growth over the medium to longer term, by providing us with access to metropolitan neighborhoods while growing asset-light management fee income. Remembering that we tend to focus on more regional and out-of-city-type locations rather than inner city. But in the current market conditions, we see a hiatus as both ourselves and GIC evaluate the higher interest rate environment and cap rates available. Our balance sheet is strong.
At the 30th of June, 2023, our gearing was 31.3%, and we had $ 385.7 million of cash in undrawn facilities. Our only debt expiry in financial year 2024 is an $ 225 million Medium Term Note, which is significantly less than our current undrawn facilities. After expiry of the Medium Term Note, our net debt. Our next net debt expiry is not until December, 2025. At June 2023, we are hedged at 79.7% and have since increased our hedge for financial year 2023, 2024 to 90%, to further protect our earnings from increasing interest rates. Anthony will report on our sustainability strategy, but I particularly want to acknowledge the progress made in the last twelve months.
We have made significant progress towards meeting our sustainability commitments, including, most notably, moving to Net Zero by financial year 2030 of Scope 1 and 2 Emissions. We completed the installation of solar panels at nine of our properties, with a further 14.9 MW of solar installed or under construction in 24 centers, which is ahead of our target of 10 MW. The board strongly supports our sustainability strategy, which discharges our responsibilities to society, but also strengthens our business and delivers good outcomes for security holders. They all still meet our financial hurdles. To highlight this, we have introduced the reduction of Scope 1 and 2 Emissions into the executive short-term incentive plan for financial year 2023, and again for financial year 2024.
Our sustainability strategy has been well-received by the market from both institutional and retail investors, analysts, proxy advisors, and the communities that we serve. As foreshadowed at our 2022 AGM, we appointed Antoinette Milis, also known as Toni, to the Region Board in December last year. Toni's most recent role was Executive Build to Rent and Affordable Housing in Australia at Lendlease. The board is certainly benefiting from the vast property skills and experience that Toni brings, and subject to her election today, we look forward to Toni's contribution and continued contribution to the board.
On September 27, 2023, Region announced to the ASX that Mark Fleming had resigned as an executive director of the Region Board, effective the 26th of September, 2023, and Chief Operating Officer of Region Group, which will be effective from the 24th of December, 2023. Mark has made a significant contribution to Region's growth and its strong financial performance, and has also been a valued and respected member of our board since his appointment in 2015. As a consequence of Mark's resignation, I just ask shareholders today to note that Resolutions 2 and 7 have been withdrawn from the agenda of this AGM. F inally, on behalf of your board and management team, I thank you all for your continued support, and I'll now hand over to Anthony for his operational review. Thank you.
Thanks a lot, Steve, and welcome, and good afternoon, everybody. My name is Anthony Mellowes, and I'm the Chief Executive Officer. This afternoon, I will run through some of the key achievements for FY 2023 and a bit of an update on our outlook for FY 2024. Some of the highlights for the financial year, 30 June 2023, we delivered funds from operation of 16.9 cents per security, a decrease of 2.6% on the prior financial year. The distribution paid to security holders was 15.2 cents per security. This represented a payout of nearly 100% of our adjusted funds from operation. Our total funds from operation was $ 192.5 million for the year, which was a slight decrease on the prior year.
Our statutory loss after tax was $ 123.6 million, but the main driver of this was the unrealized $ 264 million reduction in property values, which was a decrease on the prior year. Our gearing at the 30th of June 2023 was 31.3%, which is at the lower end of our target range of 30%-40%. Our NTA, or our net tangible assets, at 30th of June 2023 was $ 2.55, which was down 3.8% as compared to December 2022, and this had a weighted portfolio average cap rate of 5.85%. Our portfolio occupancy was 97.8%, and our specialty vacancy remained stable at 5%, which is consistent with prior periods.
As Steve mentioned, during FY 2023, we did acquire five centers for $ 180 million, but we also divested one center and also our remaining interest in CQR. With respect to optimizing our core business, while we are seeing inflation and interest costs impacting consumer confidence, we're also seeing this as being partially mitigated by the high unemployment and household saving levels. Our convenience-based centers demonstrated their resilience with comparable moving annual turnover, so that's their sales, being 4.5% versus 3.6% over December 2022 and 1.3% over June 2022. The location of our centers away from mainland central CBD meant that our tenants continued to benefit from customers staying and shopping local, with the Group's purpose of supporting better communities through life's essentials remaining particularly relevant. Our supermarkets are performing very well.
We recorded 3.4% sales growth in FY 2023, compared to 2.4% in FY 2022, and we now have 59 anchor tenants in turnover rent, which includes 51 supermarkets, 4 Kmart, 1 Big W, and 3 Dan Murphy's. Additionally, our specialty tenants demonstrated very strong resilience over the year, with sales growth of 7.5%, which has increased over 4.8%, and our occupancy costs remained stable at 8.7% across the portfolio. Another consequence of our tenants' strong sales growth was the positive rental reversions that we were able to to achieve, with leasing spreads increasing to 3.7% per annum. We're confident of continuing to achieve this rental growth in the future on account of our relatively low rents compared to our peers.
We are also continuing to make significant progress towards our sustainability strategy, and we have invested a total of $ 29.5 million, and we have generated a 17% reduction in greenhouse gas emissions, which is calculated on a like-for-like basis. The performance of our tenants. We receive approximately 48% of our total rent from supermarkets and major tenants, which is predominantly Woolworths, Coles, and Wesfarmers. The supermarket sales growth, as mentioned before, is 3.4%. Our discount department store sales growth also increased to 9.4%, and 51%-- sorry, 51% of our supermarkets are in turnover rent, which is more than the 41 in the prior year.... Online retail.
This is becoming more and more important in our anchor tenants, and we're partnering with both Woolworths and Coles in facilitating click and collect or direct to boot or drive-through convenience opportunities. We've seen store-based fulfillment model emerge as a predominant model for online grocery fulfillment in local communities across Australia. Our positioning within those local communities means that our properties are being utilized by both Woolworths and Coles for both pickup and home delivery. Online sales are included in 96% of our supermarket turnover rent calculations, and as these supermarket sales grow, we will be well-positioned for future growth. With respect to our specialty tenants, they do remain resilient and have showed remarkable strength in FY 2023. The sales are up 7.5% compared to relatively flat in FY 2022.
This increase was led in our non-discretionary or essential services specialty categories, including medical and beauty, food and liquor, and retail services, represent 36% of our rent, which achieved sales growth of 8.2%. The discretionary categories also achieved strong sales growth of 7.1% in FY 2023. The sales productivity of our specialty tenants has improved from nearly $9,900 to $10,300 per sq m, and our gross rent has increased from $793 per sq m to nearly $820 per sq m. The strong trading performance of our tenants has led to an all-time high rent collection, with arrears from specialty tenants at only 1.3% of gross annualized specialty income.
Further, in the near to medium term, the strong productivity metrics saw our leasing team complete a record 393 leasing deals, including a 3.7% average uplift in rent. The occupancy across our portfolio is 97.8%, which is very similar to the last couple of years. With respect to our sustainability strategy, we're really proud of our achievements to date, but we also recognize that sustainability extends beyond just environmental impacts, and we're committed to social responsibility and the well-being of our employees, tenants, customers, and the local communities. Within our sustainability strategy, we are continuing to target the six key areas where we can have maximum impact, being energy and carbon, water and waste, climate risk, essentially local, health and well-being, and diversity and inclusion.
The key highlights for FY 2023 that we've identified are: our energy and carbon, we've spent approximately another $ 5.8 million on installing solar PV generation, representing 5.3 megawatts of new solar capacity, and as I mentioned earlier, that 17% reduction in greenhouse gas emissions in Scope 1 and 2 off that FY 2020 baseline. Climate risk, there have been seven asset climate change impact assessments completed. With diversity and inclusion, a 40/40/20 gender balance is being maintained. Our TCFD, we will continue to work towards our TCFD alignment. Our energy rating at our corporate office, maintaining that 5.5-star NABERS rating.
With sponsorship, 128 children are being supported through our partnership at a corporate level with The Smith Family, and we have facilitated 555 stronger community events or initiatives, up from 337 in FY 2022. Our progress in FY 2022 includes: our climate risk, the implementation of an additional 10 community resilient action plans at high-risk centers. With energy and carbon, the commencement and construction of the solar at 5 sites, which will add a further 1.2 megawatts to our solar PV rollout. Essentially Local numerous, numerous events have been hosted at our centers, including Coffee with a Cop, NAIDOC Week events, craft groups, health and hearing checks, and we've also renewed our partnership with The Smith Family. Diversity and inclusion, we've also provided for a multi-faith space within the expansion of our corporate office.
The health and well-being provision of new collaborative wellness and breakout areas throughout our expansion in our corporate office. We've hosted an R U OK? event and provided the carers trauma training to all of our operations team. With respect to our core strategy, as Steve mentioned, it remains pretty well unchanged. You know, our strategy of delivering defensive, resilient cash flows to support our securing and growing long-term distributions to our security holders. That was what it was 11 years ago when we first started.
With respect to our key priorities and outlook, we will continue to deliver on our stated strategy in FY 2024, focusing on optimizing our core business, serving our local communities for their everyday needs, partnering with our supermarket anchors to improve their online and in-store offer, and actively manage our centers to ensure that we have successful specialty tenants paying appropriate rents, and also executing on our sustainability initiatives. Our medium to long-term strategy is to produce those reliable and growing distributions. However, in the short term, the challenges of rising interest rates on our interest expense and inflation on costs are significant. Despite all of these challenges, our balance sheet is strong, and our properties are trading well and continue to grow increasingly relevant for all Australian consumers. The following slides are from our September 2023 quarterly update that we released to the ASX earlier today.
The tenant performance. Our non-discretionary tenants are still driving sales and lower arrears. Our supermarket sales for the 12 months to September are 4.2% above the prior year. Our non-discretionary specialty tenants have grown at 6.2%, and our arrears is only 1.3%, which is consistent with 13th of June. Our specialty leasing activity has continued momentum in deal flow, with positive leasing spreads continuing, particularly in our renewal leases at 4.7%. We've also achieved 4.3% average fixed rent reviews on our deals, which is up from 3.8. Our FFO and AFFO targets of $ 0.156 and $ 0.137 per unit or security will be maintained. With that, I'll hand back over to Steve to run us through the rest of the meeting. Thanks, Steve.
Thanks, Anthony. All right. Ladies and gentlemen, the resolutions for consideration today may only be voted on by security holders, proxy holders, and security holder company representatives. Security holders participating in person or online will have the opportunity to ask questions or make comments on each matter being put to security holders. We did not have any security holders registered to ask questions by phone. The notice of the meeting, I've been informed that the notice of meeting was sent or made available online to all registered members within the notice period required. I now table the notice of meeting, and unless there's any objections, I'll take the notice convening this meeting as read. A reminder that we are simultaneously holding the meetings of Region Management Trust and Region Retail Trust.
And although only one resolution will display on the presentation slides, and you'll be asked to vote only once on each resolution, your vote will be taken as a vote for each of the trusts. Voting on the resolutions will be conducted by way of a poll. In accordance with the Corporations Act, as chair of this meeting, I demand a poll on each resolution to be considered in this meeting. And for those security holders participating in the online portal, you will need to register to vote by clicking on the Get a Voting Card button at the bottom of your screen. Once you have registered, your voting card will appear with all the resolutions to be voted on in the meeting. You may need to use the scroll bar on the right-hand side of the voting card to view all the resolutions.
Following the voting, general business questions will be taken. For online participants, please click on the Ask a Question button, type your question, and click Submit. I encourage shareholders to send their questions through as early as possible. Voting will close five minutes after the close of the meeting. Security holders attending the meeting here today may vote using the voting cards provided from Link, the Link registration desk. Members who are entitled to vote should have received a yellow voting card. Members who have voted before the meeting should have received a blue admission card, and those in possession of either a yellow or blue card are welcome to ask questions, while those with a red visitor card are requested only to observe during the meeting.
If you have not received the correct card, please go to the registration desk, where our Link Market Services representative will assist you. I'll endeavor to give all members who wish to ask a question or make a comment a reasonable opportunity to do so. I ask that you please keep your questions or comments related to the matter at hand and succinct as possible to allow participants an opportunity to ask questions, which I would ask to be limited to two per participant, please. If you wish to ask a question, please, please come to the microphone at the front of the room. There's one here on my left. Before asking your question, please identify yourself and confirm that you are a security holder or a duly appointed proxy for a security holder by displaying your voting card.
General business questions received from security holders prior to the meeting will be addressed during the general business questions period. Voting on resolutions. Each resolution is set out in the notice of meeting as an ordinary resolution, and as such, to pass, must be approved by a simple majority of the votes cast by security holders entitled to vote and voting on the resolutions. I've demanded a poll on all resolutions. You should record your vote by selecting for, against, or abstain squares for the relevant resolution shown on the paper or online voting card when I put each motion to vote. The voting cards will then be collected at the end of the meeting, and the votes tallied. We will announce the results of the vote to the ASX following the end of this meeting.
If you leave before all resolutions are voted on, you may provide your completed yellow voting cards to a Link representative on your way out. I now open the poll for voting. I appoint Link Market Services as scrutineer for the poll, and in accordance with the Corporations Act, each member will have one vote for each dollar of value of the total RGN securities held by them. Link have the details of this value per security. I have been advised by Link that all proxies received have been checked, and those that have been found to be properly completed are clear, valid for voting at this meeting. I will disclose proxy votes on the screen prior to the vote being taken for each resolution.
These figures will be as at the closing time for receipt of proxies, which was 2:00 P.M. on Friday, the twentieth of October, 2023. These figures may change if a security holder who previously submitted a proxy has joined the meeting today and revoked their proxy. We will disregard any votes on the relevant resolution by those persons set out in the voting exclusion section of the procedural notes section of the notice of meeting. I remind the meeting that the Chair will vote any undirected proxies in favor of the resolutions. All voting by the Chair is subject to the voting exclusion details contained in the notice of meeting. The financial statements.
The first item, notified business, is to consider the annual financial report and directors' report and the auditor's report for Region Group for the financial year ended 30th of June, 2023. There is no resolution in respect of this item of business, but if there are any questions or comments on the annual report, you may submit them now. For this item, and for all those that follow, I may request that you take the time to identify yourself before asking your question, and in the case where you are a proxy holder, please identify on whose behalf you are holding the proxy. Are there any questions or comments on the management of the group or on the financial statements and reports? Moderator, do we have any questions online?
Yeah, there are no questions.
No questions? Right. Thank you. All right, are there any questions or comments relevant to the conduct of the audit or the preparation and content of the auditor's report for the directors or for the auditor? I must admit, I've been to a lot of annual general meetings, and there's very rarely one of those, but anyway. None online?
No questions online, Chair.
Thank you. Thank you. Right, thank you very much. All right, so the first item of formal business is the adoption of the remuneration report. Resolution one is displayed on the screen and taken as read. This resolution is advisory, non-binding resolution and does not bind the directors of Region Group. On behalf of the board, I would like to take this opportunity to thank the remuneration committee Chair, Angus James, and each of the members for all the work they have done. I would now like to hand over the Remuneration Chair, Angus James, to present the report.
Thanks, Steve, and good afternoon, ladies and gentlemen. I'm very pleased to present the 2023 remuneration report to security holders. In respect to the short-term incentive plan for FY 2023, at the beginning of the financial year, the board directed executives to continue to focus on growing adjusted funds from operation per security, or AFFOPS, and comparable net operating income, or NOI. The reason for this focus was that the growth in both AFFOPS and comparable NOI was and remains critical to delivering growing distributions and security holder value in the face of challenging macroeconomic pressures in the form of increased interest rates and rising inflation. Against the backdrop of these macroeconomic challenges, the board was very pleased that management, through good operational performance, was able to hold AFFOPS at the same level as FY 2022 and achieve net...
Comparable net operating income growth of 4.3%. Accordingly, award payout levels for those two STI performance measures was calibrated between threshold and maximum, and in the case of AFFOPS, performance was required to be above threshold and reach a 50% maximum before any reward was made for this measure. This year, Region also introduced carbon emission reduction targets in its STI to focus executives on building long-term business resilience in managing Region's exposure to climate risk, to support our commitment to achieving Net Zero carbon emissions for Scope One and Two emissions in the operations by FY 2030. Performance was assessed at maximum, reflecting progress towards our Net Zero commitment. The non-financial STI metric was also assessed at target. Overall, this resulted in a 68% payout ratio for STI against maximum opportunity for each executive.
In reviewing the FY 2023 STI hurdles and metrics, the board was satisfied the targets set were sufficiently ambitious, and that executive achievement against these targets was a valid reflection of their performance with the core business remaining resilient and performing well. The FY 2020 LTI was also tested in July 2023, with the performance conditions being relative total security holder returns, or TSR, relative TSR, growth in funds from operation per security or FFO per security, and return on equity or ROE. Performance was assessed at 100% for both the relative TSR and ROE performance measures, and slightly above threshold for the FFOPS performance measure. These awards vested in August 2023. The board was satisfied the performance to the test date, and during the additional one-year deferral period, was warranted and vesting accordingly.
We have received a number of questions in advance of this meeting, and we would like to note these questions for the meeting. One of the things that we're often asked about is why do we need to pay our executives incentives at all? Why isn't fixed salary enough? There is no doubt that for many people, the remuneration of our executives may seem like a lot of money. Our policy at Region is to reward our executives fairly for a job well done. We also want to attract and retain a high caliber of executives, so we must be competitive for us to be competitive.
Therefore, to make sure we recruit and retain the highest quality talent, we motivate our executives to achieve the best they can through setting targets which are aligned and in the best interests of all security holders, and we then hold all of our executives to account to ensure they meet these targets. In addition to their base salary, a large proportion of the total remuneration opportunity is at risk for our executives and represents the maximum they can achieve. If they don't achieve the targets we set, they will not receive the full remuneration opportunity. We believe this is an appropriate to ensure our executives focus on achieving short and long-term goals set by the Region Board. We regularly benchmark the key management personnel total remuneration against companies of similar size, complexity, and structure.
We take fair remuneration for a job well done incredibly seriously at Region, and we'll continue to monitor this closely on behalf of security holders. We believe our remuneration framework aligns security holders' interests with senior executives to provide security holders with an outcome that is fairly reflective of the current environment, and will not hesitate to adjust the remuneration framework if we feel this is no longer relevant to Region's goals. On behalf of the Remuneration Committee, we look forward to your ongoing support in achieving the best results for security holders in FY 2024. Thank you, ladies and gentlemen. I'd now like to open this item for discussion. Are there any questions? I'll principally direct them to Angus, because he's so capable at answering them. So any questions for Angus on the remuneration report? Are there any questions on the portal?
There are no questions online, Chair.
Right. No questions. Everybody comfortable? Okay, thank you. The proxy voting statistics on the resolution are shown now on the screens. I now put the motion to a vote. The directors unanimously recommend security holders vote in favor of this resolution. We now have resolution two. As previously advised, Mark Fleming has retired as a director, effective 26th of September, 2023. Therefore, resolution two has been withdrawn from the agenda. Resolution three, the election of independent director Antoinette Milis. We now move the resolution on your notice of meeting, the election of Antoinette Milis as an independent director. The resolution is displayed on the screen and is taken as read. I would like to invite Toni. Sorry, I keep saying Antoinette. Toni, to make a few comments. Toni's gonna stay seated, yeah.
Good afternoon, everyone. I'm very pleased to be here today, seeking your support for my election as an independent, non-executive director of Region Group. I was appointed to the board in December 2022, and subsequently appointed to the Investment Committee and the Nomination Committee. I have over 30 years' experience as a property industry executive, which I believe I can utilize to contribute to the growth and success of Region Group. I was previously employed at the Lendlease Group, where I worked across various areas of real estate, in particular, mixed-use assets, including retail and residential development, capital partnerships, asset and funds management, property and facilities management, and construction and infrastructure.
Of particular relevance to Region Group was my role as head of Lendlease Communities in Australia, where I was responsible for the development of over 25 large-scale master plan communities, which included the critical delivery of neighborhood and town centers, very often anchored by the large supermarkets, to provide a range of retail, business, and entertainment, and community uses. Understanding the needs of local residents and providing the necessary facilities was critical to the success of each community. Most recently, at Lendlease, I was executive of Build to Rent and Affordable Housing in Australia. I led the development of these alternative real estate classes and also chaired the Property Council of Australia's Build to Rent Roundtable for three years.... Throughout my career, I have also developed specific skills and knowledge in areas including acquisitions, strategy, risk management, corporate governance, compliance, stakeholder engagement, and have had international experience.
I consider myself well-equipped with the necessary skills and experience to contribute to the ongoing success of Region Group, and am fully committed to the continued growth and performance of the group. I believe I have made a meaningful contribution to the board since my appointment, and with your support today, I look forward to continuing to work with my fellow directors and the Region management team to deliver the ongoing performance of Region Group. Thank you for your consideration.
Thanks, Toni. Thank you. I now open this item for discussion. Are there any questions or comments? Any questions online?
There are no online questions, Chair.
Thank you. All right, I'll put the proxy votes up, and that then we can clap because she's the voting statistics on this resolution are shown on the screen. I now put it to a vote. The directors, Ms. Milis abstaining, unanimously recommend the security holders vote in favor of this resolution, and I, as per all, all other items of business, I'll now move to the next item, and the votes will be formalized at the close of the meeting. Item four, Resolution Four: Issue of short-term incentive rights under the Executive Incentive Plan to the Chief Executive Officer, Anthony Mellowes. I've now displayed that on the screen, and I open this item for discussion. Is there any discussion on the issue of short-term incentive to Anthony?
You can give him a check.
Give you a check?
Right.
I think, Anthony's... Well, I like the management, the, the whole management team. Does a great job, I think, and,
Oh, yes.
Yeah, he does a great job.
Big name now.
Okay. Are there any questions online?
No questions online, Chair.
Thank you. All right, then the voting statistics on this resolution are shown on the screen, and I now put the motion to vote. Our directors, Mr. Mellowes, abstaining, unanimously recommend security holders vote in favor of this resolution. And, as with the other items, I'll now move to the next item of business, which is Resolution Five: Issue of long-term incentive rights under the Executive Incentive Plan to the Chief Executive Officer, Anthony Mellowes. The item is on display on the screen, and I now open this item for discussion on the long-term incentive for Anthony. Is there any questions? No, I think, again, no questions online?
No questions online, Chair.
Thank you. All right, then I'll display the proxy statistics on this resolution, which are up on the screen, and I'll now put this motion to the vote. And the directors, Mr. Mellowes, abstaining, unanimously recommend security holders vote in favor of this resolution. And again, that's so far been very well received. And I now move to the next item of business, which is Item Six, the issue of short-term incentive rights under the Executive Incentive Plan to the Chief Operating Officer, Mark Fleming. Resolution Six is displayed on the screen and taken as read. The board recommend approval of Resolution Six as it relates to Mr. Fleming's STIP, or his short-term incentive, for the prior FY financial, FY 2023 financial year, while he was obviously still fully employed at the group.
If approved, the rights are subject to a further one-year deferral period and a malice provision, as outlined in the notice of meeting. I'll now open this item for discussion. Are there any comments or questions on this item? Yes. Sorry.
Would you-
Could you, would you mind just coming to the microphone and just introduce yourself, if you don't mind?
My name's Rowan Weir.
Yes, Rowan.
I haven't been to the meetings, obviously, for a-
Mm-hmm.
I haven't been to the meeting for a long time, but I was just wondering how long the person we're voting on worked with the company?
Yeah, sure, Rowan. He worked for us for Ten years, a bit over Ten years.
Oh, wow. Okay.
Yeah, yeah. Well, and this related to his work in the year he was here.
Yeah.
The reason the other ones were withdrawn is because they have tend to be forward-looking.
Mm-hmm.
Whereas this was one for the period where he's actually working here.
Yeah.
He did a great job for us, and so we want him to receive this reward. Thank you. Thank-
It's hard to see. Can you darken that a little or something?
It's written more in white. It's very hard to read.
Is it?
Yes.
Uh.
It looks like there's shade.
Well, we were successful in... No, I'm joking. No, so, yeah, that's-
It doesn't matter.
Oh, well, that, that's something... We always take notes after annual general meetings to make things better next time, so we'll try and make that, make sure we cover that one off. Thank you for your question. Any other questions? Yes, sir.
... Kaz Kazim. I'm a foundation shareholder, and I've met Mr. Mellowes in the first meeting held at the InterContinental.
Right.
I'd like to thank you for your good work and running a tight ship during these difficult times.
Mm-hmm.
I think your results that you produce speak for themselves. There's one thing I'm particularly impressed by is the continuing improvement in the sustainability. I was at the first meeting, I asked, "What were you doing with the miles of flat roofs you had? And had you considered placing photovoltaic-
Yes.
-whatever-
Yeah
... to house energy, et cetera, et cetera?" So I'm very pleased to see. But I did see a figure of $ 5.8 million. I understood from a couple of meetings ago that you were asking for tenders and somebody else to maintain. Now, are you using our capital to put those photovoltaic?
Yes, we are.
Or are you getting somebody to place them and maintain them?
No, we are, we are using our own capital, so-
Oh, okay.
Yeah, yeah. So we're building them-
I assume there's a benefit.
And we're earning what we believe is a return-
Yes
... from having those well above our cost of capital.
Mm-hmm.
So that's why we're continuing to roll this out. And just, I mean, this is general business, but nonetheless, since I think we'll deal with it here. You know, Coles and Woolies basically buy their power themselves. They don't-
Oh, okay.
What we use this power for is all of our tenants in our centers.
Yep
... who can't go out and access the best rates and-
Yeah
the cheapest rates. So from us having this here, we can provide power to our tenants at a very, very competitive rate compared to what they could actually go out and buy power at.
Yeah.
So it's our investment
Mm-hmm
... and it's us earning the return on that investment. Yeah.
Mm-hmm.
It's been a very positive... It has been, and will, we think, continue to be a very positive contributor to our bottom line. Yeah.
Mm-hmm. No, I, I think it's a very positive development. I remember when I asked the question, somebody said, they probably thought I was one of those environmental activists, and he just said, "Shut up and sit down!" But I persisted, and Mr. Clark was very warmly welcoming, and he entertained the idea. And I said, "Well, if you have challenges, contact University of New South Wales, who are the leaders at photovoltaic energy-
Yes
- and solar panels.
Yes.
I'm pleased to see that trend continue-
Yes
... and that you hope to be able to meet the targets by 2030.
Yes. We're ahead of schedule at this stage, so-
Well, so it seems.
Yeah.
So that is terrific, and thank you for doing the good work and keeping up the... There's one other thing that I haven't been able to get my head around.
Mm-hmm.
These are the Senate revelations and the use of consultants. Completely shocking, and I didn't think such things happened in private business. Now, do we engage any consultants from any of the four majors?
Oh.
And if so, for any, like, strategic advice or any-
I'll get, Anthony to-
Do we have any-
I can answer the majority of that. Obviously, we have Deloitte as our auditor.
Yeah.
They did maybe $ 6,000 of non-audit. There's a very small, very, very small amount, and that was mostly to do with things associated. We do use, we use, we have used Ernst & Young and KPMG on to assist with some areas of sustainability reporting and reviewing our REM report sometimes as well, because they do have some good expertise. But it's not that much.
Any significant value?
No.
No
... for anything strategic, more for assisting with the latest market intel on some of those reports.
So in other words, you're really engaging and growing your own capacities in those areas where you seek advice.
Correct.
No, that's terrific. Thank you very much.
That's a pleasure. Thanks, Kazim. All right, any other questions? We're on item six, just this issue. Is there any questions there? Any questions online on item six?
No questions.
No, thank you. All right. Well, I again, I'll display the proxy voting statistics, and I'm sorry to all those who are struggling to read them. But they're up on the screen, and the directors, Mr. Mellowes, abstaining unanimously, recommend security holders vote in favor of this resolution. I'll now move to the next item of business, which is Resolution 7. But again, as mentioned prior to the meeting, and I'll mention again today, this item, which was in relation to Mark Fleming's long-term incentive, has been withdrawn, as obviously Mark's no longer here, so that's, that item's been withdrawn. So online security holders are reminded that they can submit their votes online for 5 minutes after the meeting closes.
Ladies and gentlemen, this concludes the formal business of the meeting, and Link representatives will now collect the yellow voting cards to tally the results of the meeting. I'd now like to open the floor to general questions or comments that haven't been addressed in any other part of the meeting. And to invite our online security holders, if you haven't already done so, to please send through any general questions or comments for board and management. I just assure everybody, if you send us a question, the board sees it, it gets documented, and our response to you gets documented. So I just, It's not a frivolous, we don't treat it as a frivolous thing. It's, we do treat it with the seriousness it deserves. And, has anybody got any general questions or comments they'd like to...
raise or ask at this stage of the meeting?
Steve, over on the-
Yes. Sorry?
The gentleman over-
Oh, sorry, I didn't see you there. But, yeah, would you mind, could you come up to the speakers just so that people can hear your question, sorry?
Do we have any printed dividend reinvestment forms?
Yes, if you see one of the Link people after the meeting, they will be able to get you one.
All right. Thank you.
That's okay. Yes, Kaz.
Unfortunately, I was unable to attend the last meeting chaired by Philip Clark.
Mm-hmm.
So I'd like to place on record my thanks to him. He's been unwell, but I understand he's on the mend.
Yes.
I'd like to just say, well, thank you for doing a great job. He's very receptive and warm towards any question holders, however best they might have it. This is purely and simply to place my thanks and gratitude for his hard work on the committee for almost ten years, I think it was.
It was Ten years.
He's one of the most courteous and polite chairman, and receptive to any new ideas.
Excellent.
Thank you.
Well, that was, that's great. And we did, of course, thank Phil quite a lot at the last meeting. Yeah, that's right. So but I, I'm sure he'd love to get that feedback, and we all hope he's going, continuing to be on the mend. Yeah. So thank you. All right, if there's no other questions, nothing online?
We've got three questions online, Chair.
Okay. Thank you.
The first one is from Thorney Investments: Why have audit fees increased by over 20%?
Right.
Beth, do you wanna-
Beth, do you wanna-
Or do you want...?
I think the base... Look, the base increase has been much more modest than that, but I've-- the detail I'll leave to either Beth or Anthony or-
It was mentioned. Sorry, bit of confusion here. I thought someone was going to answer. Perhaps the CFO could. I think the base fee went up by 8%, and there was also some additional fees charged because we've implemented a new IT system for our general ledger. And so there's some internal control testing that was required to satisfy them and, and you, I guess, to ensure that we've switched over to the new system well. And then I think there are some other services, minus a minor amount, I think it was about 6,000. Deloitte actually does some agreed-upon procedures for the purpose of our release, for our investor presentation at year-end.
We ask them to make sure that the numbers that they've already audited in the financial statements are reflected accurately and appropriately in our investor presentation.
Thanks, Beth. Any other question? There's another question?
The next question, Chair, has been asked by several investors: Why did the company take a position on the Voice, and how much company money was spent on it?
Well, first of all, we didn't take a position on the Voice. So we didn't spend any money on it. But I, I, I don't wanna-- that sounds very dismissive, and it's not meant to be, but we did, we didn't do that. But, what we do is, of course, we have a lot of shopping centers in regional areas, and like all of our centers, being a regional owner of shopping centers, we spend time working with our local communities, trying to make our center important to that community, but also make sure that we're making the community feels welcome and that sort of thing. So, in those cases, we have a number of shopping centers that are in rural and remote locations or relatively remote, I'm saying non-CBD.
Of course, we do have some centers where there's a reasonably high proportion of Indigenous people. Of course, we work with those communities as we work with communities in all of our centers, where all of our centers are. But we, as a company, took no position on the Voice and spent no financial money.
The last question comes from Timothy Clifton: Does the Region Group intend to expand its investments in properties in regional areas throughout Australia? Region Group's retail properties are engaged in long-term leases to higher level tenants with an average lease tenure of 6.2 years. Due to the present housing and property leasing climate, does Region Group intend to increase or decrease this average lease tenure of 6.2 years?
Well, one, we do definitely intend to increase our exposure if the market allows us. It hasn't allowed us to more recently, as Anthony outlined in his address, and that's because cap rates for us are just, they're below our cost of capital, so we just won't buy something that actually sends our earnings backwards. Basically, that's what that means. But we intend, as soon as the market comes into balance, that we would expect to be back there acquiring more regional centers. And then there was the last point, which was, I'll leave to Anthony to discuss.
The last point was just about our tenure of our tenants, is at 6.2 years. We have predominantly two types of tenants. The first is predominantly the supermarket, Coles or Woolworths. They generally have longer-term leases in place of Ten years plus. And then we have our specialty tenants, who generally have 5-year leases, and the 6.2 is the weighted average of the two. It will gradually come down because the Woolworths and Coles leases take longer to roll over. So, but there's no real change to the structures.
Right.
I think it'll come down slightly-
Yeah
... but will be maintained at that level.
Yeah, come down very slowly, I think.
No further questions, Chair.
Thank you. And just one last, any questions, further questions from the floor? If not, I now declare the meeting closed. Thank you. I'd like to take this opportunity to thank my fellow independent directors, Anthony and his management team, and indeed all the staff of Region, for their diligence, commitment to this business, and we're fortunate to have an outstanding team. And I'd also like to congratulate Toni once again on her election. I'd like to thank all of our security holders, old, new, and small, for your continued support and confidence. And for those security holders attending here in person, I invite you to stay for afternoon tea. F inally, thank you for your attendance today. Thanks very much.