Good morning, everyone. I'm Maureen McGrath, the Company Secretary of Scentre Group. I've been invited by our Chair, Ilana Atlas, to commence the meeting by running through some housekeeping matters with you. As a courtesy, I would ask that you switch your mobile device to silent. Today's AGM is a hybrid meeting. Security holders have been provided with instructions as to how to participate and vote in the notice of meeting and online meeting guide, which is available on the group's website. Voting on all resolutions will be by way of a poll. Security holders who are present in the room today have received voting cards with a QR code. If you are eligible to vote, you can scan the code with your mobile device. This will take you to an online voting page. Please accept the terms and conditions and press the Vote icon.
Once the Chair declares the polls open, all items of business before the meeting will be displayed on your mobile device, along with the vote. Hit a Submit or Enter button as the vote is automatically recorded. You may change your vote by pressing a different voting option up until the time the Chair declares the polls closed. Proxy holders with directed votes will have those votes automatically voted as directed. All open votes held by a security holder or a proxy holder will be voted according to the option you select. If you're in the room today and do not have a mobile device or are having any difficulties, you can complete the voting items on the reverse side of your attendance card. You'll need to give the completed card to a Computershare representative as you leave the room.
For security holders participating in the meeting online, you will see a voting item at the top right-hand side of the page, which will take you to online voting. Instructions for how to ask questions and vote are set out in the Computershare online meeting guide. You can submit questions on the items before the meeting through the online meeting platform at any time during the meeting until the end of the questions in relation to the relevant item. To ask a question, select the Q&A icon, select a topic from the dropdown menu, and type your question in the text box. Once you have finished typing, please hit the Send button. Although you can submit questions from now on, they will not be addressed until... at such time as the item is being discussed.
Questions may be moderated, or if we receive multiple questions on the one topic, they may be answered together. We also have a telephone line open, and you can access the telephone line on our website by registering. If you wish to ask a question, please press star one when the relevant item of business commences. For security holders with us in the room, you can ask a question by approaching the microphone attendant, showing your attendance card and providing your name. If you're unable to go to a microphone, we will bring one to you. Thank you very much, and I now hand you to our Chair, Ilana Atlas.
Thanks, Maureen, and good morning, everyone. Welcome to the annual general meeting of Scentre Group Limited and the meetings of security holders of Scentre Group Trust One, Scentre Group Trust Two, and Scentre Group Trust Three, which are being held together this morning at this meeting. My name is Ilana Atlas, and I'm privileged to be the Chair of Scentre Group. Our AGM is being held as a hybrid meeting today. I'm conducting the meeting from the Wesley Conference Centre in Sydney, and security holders can also participate online and ask questions on the telephone line. The company secretary has informed me that a quorum is present, and I declare the meeting open.
I'd like to acknowledge the Gadigal people of the Eora Nation as the traditional custodians of the land we're on, and I recognize that people viewing the webcast of this AGM may be on different lands of different traditional custodians. I'd like to pay my respect to each of their elders, past and present, and I extend that respect to Torres Strait and Aboriginal peoples here with us today or participating online. I'd like to welcome on stage with me, my fellow non-executive directors, Mike Ihlein, Catherine Brenner, Steve McCann, Margie Seale, Guy Russo, Carolyn Kay, and Mike Wilkins, as well as our Managing Director and Chief Executive Officer, Elliott Rusanow, and Maureen McGrath, our Company Secretary. Mr. Mike Wright, representing the group's auditors, EY, is here today, and we are also joined by members of Scentre Group's executive team in the audience.
The notice of meeting has been made available to security holders, including on the group's website, and I'll take the notices having been read. Maureen has already run through housekeeping matters with you. I would ask that any questions and comments relate to the items being before the meeting. I now move each of the resolutions in items two to 10 of the notice of meeting and open the polls in respect of each of these resolutions. As Chair, I've been appointed proxy by a number of security holders. These include a directed and undirected proxies. As set out in the notice of meeting and proxy form, all undirected proxies will be voted in favor of items two to 10. I now formally vote all directed and undirected proxies in respect of items two to 10.
Following the consideration of the items of business before the meeting, time will then be set aside for you to cast your vote before I declare the polls for the resolutions in respect to two to 10. As a board, we are always looking to ways to improve our effectiveness and add value to the group. On April 1, 2024, we restructured our Audit and Risk Committee to establish an Audit and Finance Committee and a Risk and Sustainability Committee.
This reflects our focus on being a responsible and sustainable business, and the time we believe we need to dedicate to community and environmental matters. Today, Carolyn Kay, Guy Russo, and Margie Seale are standing for re-election. Carolyn, Guy, and Margie will address you shortly in respect of their respective re-election, all with the full support of the board. The board is committed to regular engagement with our teams. Collectively and individually, our directors have visited many Westfield destinations throughout the year, including in New Zealand and Queensland, and hosting our December board meeting at Westfield Parramatta in Western Sydney. I look forward to visiting many more members of our team in our destinations throughout this year. I would like to acknowledge all members of the Scentre Group team for their commitment to serving our customers and communities throughout 2023.
I'd also like to thank my board colleagues for their commitment to Scentre Group and its security holders during another important year for our company. Thank you to you, my fellow security holders, for your ongoing support of our company. I'd now like to introduce our CEO, Elliott Rusanow, to speak to the meeting. Elliott?
Thank you, Ilana, and good morning, everyone. Our strategy to create places and experiences that more people choose to come to more often and for longer has delivered strong operating performance in 2023. I am very pleased with our results and thank the team for their achievements during the year and remaining focused on our customers. Funds from operations was AUD 1.094 billion, or AUD 0.2111 per security, up 5.2% on the previous year. Net operating income increased by 8.8% to AUD 1.951 billion. Customer visitation to our 42 Westfield destinations was 512 million, up 32 million or 6.7% on 2022. This was underpinned by our activation program, focused on giving people more reasons to spend their time with us.
This included new strategic partnerships with global leading brands such as Disney and Live Nation, as well as Netball Australia. We have extended our partnerships with these brands, which will include a year-long calendar of unique experiences for our customers. During 2023, our business partners achieved AUD 28.4 billion in sales, an increase of AUD 1.7 billion or 6.4% compared to 2022, and representing a record across our Westfield platform. Demand from business partners continues to be strong, with occupancy increasing to 99.2% at the 31st of December 2023, compared to 98.9% at the end of 2022. During the year, we completed 3,273 leasing deals, which included 307 new brands to the portfolio.
On average, specialty escalations, rent escalations increased by 7.5%, and new lease spreads improved to 3.1%. We collected AUD 2.723 billion of gross rent during the year, an increase of AUD 131 million compared to 2022, and equivalent to 103% of gross rental billings for the period. Our strategic customer initiatives include our Westfield Membership Program, which now has four million members, an increase of 830,000 since the beginning of 2023. In November of 2023, we successfully opened the final stage of the AUD 355 million-dollar investment in Westfield Knox in Melbourne, of which our share was AUD 178 million.
Visitation at Knox is 14% higher than the comparable period in 2019 before the redevelopment. We are well progressed on our expansion at Westfield Sydney, on the corner of Market and Castlereagh Streets in the Sydney CBD. The group will introduce 6,000 square meters of new luxury retail space over five levels, including the new Chanel boutique. Other brands to join the expanded Westfield Sydney include Moncler, Omega, and Canada Goose. During the year, we commenced redevelopments at Westfield Mount Gravatt in Brisbane and Westfield Tea Tree Plaza in Adelaide to introduce new usages and business partners. We continue to progress work on pre-development on our AUD 4 billion pipeline of retail real estate opportunities. Planning has commenced at Westfield Bondi Junction in Sydney to repurpose the level one of the current David Jones department store space.
Our strategy is to optimize Bondi by introducing elevated wellness, health, and luxury experiences, as well as new entertainment and lifestyle experiences that will reinforce this leading destination. Planning for long-term investment opportunities at Westfield Booragoon in Perth is also ongoing. The group's destinations are located on more than 670 hectares of land holdings, primarily located in major population and growth regions across Australia and New Zealand. This provides the group with potential long-term strategic growth opportunities. The group continued to be proactive with respect to capital management, including increasing our interest rate hedging at attractive rates and repurchasing $300 million of subordinated notes....
At 31 December 2023, the group had available liquidity of AUD 3.5 billion, which will cover all debt maturities until the end of 2025, and we continue to maintain our single A credit rating. Progress also continues on our pathway to net zero by 2030s for our Scope one and two emissions, with the recent completion of rooftop solar installations at Westfield Fountain Gate, Knox, Hornsby, and Tuggerah. Together, these installations more than double the group's solar generation capacity to 12.2 MW. We have entered into long-term energy agreements in New South Wales and Victoria, which together with our agreements in Queensland and New Zealand, will assist us in achieving net zero by 2030.
As mentioned by our chair, during the year, Brian Schwartz retired from our board, and I would also like to thank Brian for his support and guidance to me over many years. We are very pleased to establish a scholarship of it for excellence in his name at Western Sydney University. The scholarship will commence this year. I am pleased to report that attracting even more people to our destinations remains our focus into 2024. For the first 12 weeks of this year, we have welcomed over 118 million customer visits. This is an increase of 2.1% or 2.4 million more visits when compared to the same 12 weeks in 2023.
Total business partner sales for January and February this year are 3.1% higher compared to 2023, and 13.4% higher than in 2019, representing an AUD 3.5 billion increase since 2019. Our focus on creating extraordinary places and experiences where people choose to spend their time, enabling more businesses and brands to connect with more customers, is expected to continue to deliver growth in earnings and distributions. Our Westfield destinations, strategic land holdings, and our unique brand provide significant long-term growth opportunities for the group. Subject to no material change in conditions, the group expects funds from operations to be in the range of AUD 0.2175-AUD 0.2225 per security for 2024, representing 3%-5.4% growth for the year.
Distributions are expected to be at least AUD 0.172 per security for 2024, representing at least 3.6% growth for the year. On behalf of our team, thank you for your support. I will now hand back to the chair. Thank you.
Thanks, Elliott. So I now turn to the items of business before the meeting, and the proxy results for all resolutions before the meeting are now shown on the screen. While I've opened the voting on items two -10, we'll proceed to discuss each item in turn. Questions from security holders will be taken on each item of business, and all questions should be addressed to me as chair. Security holders participating on the telephone line can ask a question by pressing star one when the relevant item of business commences. Item 1 is a discussion of the group's 2023 financial statements and reports. This item is not the subject of a vote.
Mike Wright from EY, the group's external auditor, is available to respond to any questions relevant to the conduct, the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by Scentre in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit. I'll now ask any security holders with questions on item one, the discussion of the group's 2023 financial statements and reports, to make their way to the microphone, submit their questions online, or if participating through the telephone line, press number one. We'll start in the room.
Good, good morning, Chair. My name is David Kingston from K Capital.
Good morning.
Just like to make a few comments initially and then a question to you, please. Look, overall, look, a high quality board, fantastic assets, but in my opinion, the outcome is pretty poor. Scentre has so many iconic centers that so many Australians utilize regularly. Huge barriers to entry, given large land required, development issues, and massive replacement cost. To be frank, I was a bit surprised when reading the 2023 annual report. There was a lot of self-congratulation and perhaps complacency. In my opinion, objectively, Scentre's performance as an investment has been underwhelming. Let's look at Frank Lowy. He sold all of his shares in Scentre in 2019 for around about AUD 4 a share. Since then, the stock has underperformed and is now AUD 3.26 today. Yes, there's been a distribution yield, but a nasty capital loss from the date Lowy sold.
Yes, we accept other REITs have been weak also, and there are other ones like Goodman Group that have shut the lights out. But in my opinion, with Scentre's iconic assets, it's a sad outcome. Investors who chose to buy a Sydney house or apartment over the same five-year period have accrued substantial capital gains. Scentre's delivered a loss. Let's look at the five-year metrics in the annual report, page four, right up front. Very unimpressive. I disagree with Elliott's comment, who quotes, "Our focus has delivered strong operating performance." I don't think you're properly looking at the five-year stats, Elliott. Of particular concern is the sharp fall in key stats. Let's look at it. Over the five years that you're prominently putting up front, page four, annual report. Operating profit, AUD 1.27 billion, down to AUD 1.07 billion.
Operating profit per security, AUD 0.24, down to AUD 0.21. FFO per security, 25 down to 21 cents. Distributions per security, 22 down to 16 cents. An overall fall in these key metrics of 12%-25%. Now, when you adjust for inflation, Chair, in real dollars, the five-year performance metrics have declined even more substantially. And I note that, Scentre is only forecasting 3%-5% gain in FFO this year, which is basically in line with inflation. Let me turn to a couple of specifics. NTA NAV. Strangely, there's no reference in the five-year overview to the key metric of NTA, which is 344 per unit.
Importantly, the Scentre investor presentation also refers to economic NAV per security, which adds back AUD 1 billion as fair loss on derivatives, and also adds back AUD 3.3 billion for property management rights. On that basis, according to Scentre's own presentation, the economic NAV is AUD 4.28 per security. Now, with the stock price at AUD 3.26, that is a massive 24% discount to economic NAV. A couple more specifics: debt levels. Total senior debt, AUD 11.5 billion. Then we have the sub-debt, AUD 3.9 billion, as at 31 December, in A-dollar terms. I would congratulate the financial controller, who issued the sub-debt at excellent terms a few years ago. That sub-debt at very low interest, considering the terms, moved down from 100 cents on the dollar, down into the eighties.
In fact, I bought quite a few in the 1980s. It's enabled Scentre to have relatively cheap funding, given the terms, and to buy back some sub-debt at a decent discount. The problem, though, is that the sub-debt will move to much higher rates at the next reset date. The first bond that has a reset in 2026 and a headline 4.75% coupon, its rate, unless redeemed, will be lifted to the U.S. 5-Year Treasury plus 438 points in two years' time. So at current US. Treasury rates, Scentre will need to pay 9% per annum if it doesn't redeem those notes. The second sub-debt bond matures and resets in 2030. The much higher coupons, if not redeemed, will have a material impact on FFO.
The final specific point I wanted to raise, and then I will ask a question, Chair: gearing. In my view, some of the information is a little bit selective or misleading. The debt, quasi-debt of Scentre is the sleeping elephant in the room. When you include the AUD 3.9 billion of sub-debt, the leverage ratio, Chair, jumps to 84%, which is total debt of AUD 15.4 billion, less AUD 300 million of cash, divided by net assets of circa AUD 18 billion. So 84%, which is a very, very, very high leverage ratio. Indeed, one of Scentre's debt covenants is the leverage ratio. Net debt to net assets shall not exceed 65%. The only reason you're not in breach of that is because you are not counting the sub-debt in that covenant.
Even excluding the sub-debt, you are only marginally ahead of that covenant, in that the leverage ratio drops to 62%. So my question, a few limbs to it, Chair: given the five-year results, in my opinion, are poor, just appreciate your thoughts. COVID is well finished, so no longer an excuse. Yes, interest rates are higher, but Scentre is partly sheltered due to long-term fixed debt rate and, well done to the financial controller. In my opinion, Scentre has too much debt, including its bonds. I'm just worried as to whether Scentre is overcapitalizing its centers. Are head office costs too high? Be interested in thoughts about have online sales hurt? Are specialty store rents moving, in the right direction as a percent of sales? So in summary, I'd just appreciate your thoughts, Chair, or anyone else who'd like to comment.
Why has FFO and distribution per security reduced so substantially over the past five years in nominal dollars? If you adjust for inflation, the fall is very substantial. Thank you.
Thank you, Mr. Kingston. Thank you for your comments.... Before I ask Elliott to respond, I'd simply say that, it's, if you reflect on the last five years, it's overall to say that COVID's finished. But the effect on COVID was very dramatic on our business, which was very clear, and I think, we, as an organization, managed probably better than most in getting through the shock of COVID and have brought back the business, I think, in very strong shape and able to get back to the numbers we had achieved five years ago. But why don't I let Elliott respond?
Sure. Thank you. Firstly, maybe to clarify, our covenant is based on, debt to total assets, not debt to net assets. So our debt to total assets, even if you were to include the sub-notes, is around, 40%, well below the covenant, that you referred to.
Sorry, Elliott, there are four covenants. You may not be aware of it all. It's in the annual report, and what I've read is absolutely correct, but you, you may not, may not be aware of it. Maybe your financial controller can comment or your auditor.
I was the former financial controller, and I can tell you that our covenants are debt to total assets.
I'm quoting from your report.
Okay, well, maybe at, perhaps after the meeting, I'll take you through where in the annual report you're referring to. But even with the sub-debt, and we do note the comment that you make about the sub-debt being an innovative way of protecting security holder value during what was a unusual period or extraordinary period during COVID. We look at the ability to redeem that debt or the sub-notes in 2026 and 2030 as a potential opportunity to reduce the total cost of borrowings for the group and provide a potential tailwind to earnings at the FFO line for security holders into 2026 and into 2030. Obviously, dependent on where interest rates are at that point in time and the manner in which we redeem those notes.
But our intention is to redeem those notes at each of those call dates. The other aspect that I would note, furthering to Ilana's comment regarding referring back to five years ago. At the top line, EBIT, we are achieving record EBIT numbers. I did quote an 8.8% growth in EBIT to AUD 1.951 billion. That is the highest level of EBIT the group has ever achieved, even referring back to 2018. It is important to note further to Ilana's comment, that during the COVID period, we were mandated by various regulators to effectively receive half rent or less than half rent, which has meant that during that period, not only did we see a reduction in occupancy, but we also received a reduction in cash flow.
We have worked very hard over the course of 2022, late 2020, 2022, when restrictions start to be lifted, through 2023, which was probably the first full year, which was unimpacted by COVID in a regulatory sense. Certainly has impacted from a visitation sense to push to focus on giving reasons for more customer visitations to come. But we're not back to the levels that we had seen at 2019. In 2019, customer visitations were 540 million. As I said, during 2023, they're 512 million, so we still have a way to go. Our peak occupancy in 2019 was 99.5%. We achieved 99.2%, and our targets for this year would see that occupancy continue to increase.
So what I would say is that we are on a journey of returning back earnings to what they hopefully were pre-pandemic, but that is a journey that continues. Part of that will be to continue to drive record levels of top line EBIT, as well as managing our interest rate expense in order to deliver FFO growth for security holders. But we do have to recognize that we have been through a period which impacted our business more than most and impacted our industry more than most, not only because of the pandemic but because of the regulation that was specifically targeted at our business and our industry.
Do you wanna mention Specialty Rent?
Yeah. And so to your comment about specialty rents, specialty rents increased by 7.5% during the year. Specialty rents are actually now at the highest level on average per square meter than they have been since the establishment of Westfield, in fact, six decades ago. And that continues to be the case. We have the lowest level of holdovers, and really, the drive of occupancy is what's driving the growth in top-line earnings. The other point to make as well is that the level of productivity that's being achieved by our business partners of AUD 28.5 billion is AUD 3.5 billion higher than pre-pandemic. And so the level of activity that's occurring within our destinations is at record levels.
It's substantially higher, and it's because of that focus on driving customer visitations, which has facilitated that, elevated level of, activity for our business partners, has driven demand for space and provides us what we believe is the opportunity to continue to drive both EBIT and FFO growth, which is what we're guiding to, but recognizing that we are also guiding, to not only growth in 2024, but our expectation of continued long-term growth into the future. And I would point out that our guidance is vastly different to our peer groups, which are generally in our industry, guiding to negative earnings growth.... versus what we are guiding to, which is positive earnings growth on top of positive earnings that has been delivered in 2023.
Thanks, Elliott. Ms. Lee, how are you?
Good. Thank you, Chair. Good to see you. And I thank you and the board for your performance. I've taken on board the comments made by the earlier gentleman, but, let's see. My first question concerns property valuations. I noticed on the FFO that there was a substantial or substantial proportion of it was made up from a positive increase in the property valuations, but on the balance sheet, it's negative. There seems to be a bit of a contradiction. Can you explain that or elaborate?
Sure. So we independently value our properties each year, and there are a number of things taken into account by valuers in considering the valuation of our properties. Probably most importantly, cap rates, which interest rates significantly impact, and other matters. So as a result of that, there was a revaluation of some of our assets down, but I think we managed to offset a significant amount of that revaluation by strong net operating income performance.
The only point I'll also make is FFO does not include property valuations.
Yeah.
So FFO is purely a cash flow measure, similar in many respects to how other companies would traditionally report profit-
Mm.
from operations.
Yeah, I did see that, the decrease on your balance sheet was driven by the change in the capitalization rate, particularly over the Australian portfolio. The New Zealand portfolio, even though they're in recession there, has hardly moved. But, there just seemed to be a bigger increase in the FFO, given that operations have improved by about AUD 200 million, whereas the total value revaluation was about AUD 1 billion. But, we can... If you don't wanna comment further, I can, we can move on a bit. As far as your environmental performance, yeah, I was pleased to see that, you've nearly completed your rooftop solar program. I was wondering what other measures you might have taken.
Have you implemented or considered things like rooftop gardens to reduce the greenhouse impact on your shopping centers and things like rainwater harvesting?
Yes. So we have what we call an integrated environmental plan, where we consider a number of different elements which go to improving our environmental impact. Water is one of them, and so water harvesting is an important element of that. How we effectively manage waste management, waste is another element of that, and similarly, everything, all aspects of emissions. So as you said, we've introduced solar panels across a number of our destinations. In addition to that, we've entered into power purchase agreements, which obviously assists us, again, reach our emissions target. So you can assume really it's a broad range of initiatives. We're actually relying on each of our destinations to come up with a plan that suits their location best.
Mm.
So there will be a number of different ways that each one of our 42 destinations get to net zero, our aspiration.
No, that's good. I appreciate that. As far as your customer foot traffic, how is that actually done? I just... I suppose there's always lingering concern about privacy and profiling of customers passing through the center, and obviously not everyone who comes in buys something, some are just transiting.
Yeah.
But-
There are a number of ways we count foot traffic. None of them as far as... I'll ask Elliott to comment further, but none of them, as far as I'm aware, involve privacy concerns in any way. Notwithstanding that, we understand that privacy is a significant issue, and we're always conscious of the data we collect and ensuring that we are appropriately compliant.
Mm.
But do you wanna talk about-
Yeah, effectively, it is an aggregation of number of people coming through as opposed to profiling of the who is coming through.
Mm
... for privacy reasons, in particular, but the-
But the technology involved in counting the heads?
It does use various forms of technology in order to improve the accuracy of the measurement of who comes through. You are right, not everyone that comes in will buy something, but if they don't come in, they're not buying at all. So hence our focus on attracting people to come, and generally, that will involve some form of activity that a person will do. So our job is to drive as many people into our destinations as possible.
Yes. No, that, that's great. Yeah, I was interested to read about your, what do you call it? Your, what do you call it? The things like involving Disney to attract people. You had a new fancy term, which just slips me now. I won't look for, I won't waste time by looking for it on the paper. Probably not wanting to detract from your main strategy of developing your shopping center as an experience for people to shop, but given the relatively large land holdings and concerns about the housing crisis, I wonder whether there was the potential or whether you've explored the option of possibly partnering with the housing development.
Utilizing some of like your parking lot space to integrate parking and housing development on some of the sites.
Yeah. So as part of our announcement, we did note that we have approximately 670 hectares of unused land adjacent to our centers, and obviously, they are in the most populated places in Australia and New Zealand. So, that is a significant growth opportunity for the group, which is something that we are absolutely focused on.
Mm-hmm.
Conscious of the current environment for housing as one element of that. Do you want to add anything?
Yeah, so sorry for correcting you.
Mm.
670 is the total landholding, including the buildings.
Right.
A substantial part of which is unutilized or underutilized car parks, being a-
Yes
main form of underutilization, you could argue. Further to Ilana's comments, if you think about the right to play, I suppose, in terms of where the long-term growth opportunity comes from that strategic land holding, it's in two forms. One, we know that the populations of both Australia and New Zealand are increasing. We also know that there is a housing supply shortage. And the other component is that our locations are located amongst heavy infrastructure of a public nature, generally transport nodes, areas of densification. So the quality of what can be done on our land holdings in terms of densification is relatively high compared to other groups that have substantial land holdings.
And so we're looking at what long-term growth opportunities that might present in order to drive more value for security holders over, again, a longer-term viewpoint, on top of driving more visitations and business partner sales growth for our core business, which generates a lot of cash flow for security holders.
All right. No, thank you very much.
Thank you. Thanks, Ms. Lee. I'm going to go to online, just to see if there are any questions online, and then-
Yes, Chair. There's a question from Mr. Steven Mayne. "Well done on finishing Knox. What is the realistic timeline for the proposed redevelopment of nearby Westfield Doncaster, which the City of Manningham approved more than five years ago?
Thank you very much for the question, Mr. Main. I'm not sure of the answer. I might ask Elliott to answer. Doncaster is not on our plate currently.
Yes. So it does form part of the AUD 4 billion of retail development opportunities. You're right about the approval. I'll also note that the redevelopment of Doncaster occurred, I think it completed in 2017 or 2018, where we added the new entertainment and lifestyle precinct. That has gone extremely well, and we're looking at how do we expand that entertainment lifestyle later night trade offer at the at Westfield Doncaster. And so I would expect that we would be looking at opportunities of how we commence that probably in late 2025, 2026 would be a timeframe that we could think through at this point in time. Obviously, that's subject to change, depending on other priorities of the group. But the good thing is that Doncaster continues to perform extremely well.
It is one of our premium assets, and it will continue to deliver growth, both organically from what has been built and what we can add there, due to the success of the entertainment and lifestyle and the ability to add more entertainment and lifestyle to that destination.
Thanks, Elliott. Are there any other questions online?
No. No, Chair.
Any questions from the phone?
There are no phone questions at this time.
Thank you. So we'll move to microphone two in the room.
Hello. Good morning, Chair. Alan Goldin from the ASA. I've got proxies from 193 security holders. Just to follow up on the first question there, the first security holder's question and the response. Firstly, FFO or funds from operation, it's not just the last five years. If you look at since the group has listed, it's, it is, it is below what it was at listing. So we're talking more like eight years. But the reason for it, as was said by the, by the CEO, and as been discussed before, is because of the amount of borrowings that were done during COVID, and it was decided to go that way, which is fine. But there is opportunities to reduce those borrowings.
And specifically, you have AUD 20 billion worth of centers that you own 100% of. There is the opportunity to sell down those centers. You can sell down to 25% and keep your management rights in perpetuity. Even if you go to 50, as you have done with some of the others, there is this opportunity that's been sitting there. And I agree, today is not the best time to be looking to go and sell down, but there is that opportunity. What I wanna know is, is that opportunity going to be taken to go and reduce the debt levels without affecting your business in any way? So I would just like to know if that will seriously happen when the market conditions are correct, and I haven't-
Thank-
I'll leave the other question, really.
Thanks, Mr. Goldin.
Yeah.
Do you have any others, or is that it?
No, look, I was just-
Yeah.
Just a follow-up on the second question there on the floor, the second security holder about the utilization of the 670 hectares. That opportunity, not just for residential, but for retail. Not for retail, but for office and a variety of other uses, has been there for years, and it's been looked at for years. Again, is that going to be something that is gonna be seriously taken into consideration now? So it's those two. Thank you.
Thanks, Mr. Goldin, and thank you for your engagement prior to the meeting. It's always very constructive. Thank you. So just in relation to the two questions, yes, we are always looking at opportunities perhaps to joint venture our assets, and it's always a question of the right time and the right opportunity. We're not in a position where we have to do anything, but certainly it is something that we always consider. Similarly, with utilization of the land, clearly, once you use an asset or sell an asset, you no longer have it, so you have to make sure that the opportunity is the right opportunity, and that's certainly something we are always considering.
What I'm saying is not sell it. I'm saying reduce the ownership level.
Understand.
So you still have control of the asset, but you get some money from what is basically something that isn't important to you. The idea of the centers is important, but the idea of 100% ownership is not necessary for your business.
Understand. Thank you. Microphone one.
Hi, Anna. I'm Paul Fanning, the long-term Scentre Group shareholder, and also going back into the Westfield days, probably back to the 1980s. Just to paint a bit of historical context. Look, I pick up entirely from the previous security holders raising issues about debt, debt load, also performance of the FFO, and also distributions, not only over five years, but over 10 years, and also the share price. I fully endorse previous security holders' questions. And this probably gets reflected back into the overall share price, which is on a diminishing return. Once upon a time, I and many others here would have thought that Scentre Group was a good income earner and had some cap growth. I don't see that now.
Obviously, as Elliott's indicated, and I think, Ilana, you indicated, the COVID obviously caused a great reduction in rental income and rental income reduction, what, mandated to fall by 50%. I, I understand that. I take that. But the debt load is obviously very high and, and looking at it from an income perspective, my question to you is, or to the, to the board and to Elliott, is when, when will the distributions get back to what they were either 5 or 10 years ago? But you have this counterploy of very high debt levels and maybe need to be a bit more equity put into shopping centers by bringing in more partners. So I, I, I paint a, a few scenarios, but really, we probably really need to get, get an answer.
I think that's probably part of the reason why the share price largely is somewhat depressed, particularly after COVID. What can you do?
Thanks, Mr. Fanning. So I think the share price has certainly recovered, and the response after the announcements has been very positive, and we've certainly outperformed our sector. So I think that's cause for optimism, first. Second, debt levels are clearly an area of focus for the board and for management. We're looking at all sorts of opportunities where we can review debt levels and see what's available to us. Obviously, as Mr. Goldin said, the opportunity to sell down a percentage of some assets is there, but only at the right time. So, but you can assume we are considering all those matters that you raised.
Okay. And as far as distributions are concerned going on, do you have any sort of projections? Because I look at a lot of what analysts are saying, and the distributions are really not really greatly increasing-
Well-
back to the levels what they were.
We've given guidance as to what we think the distribution will be for 2024 at AUD 0.172, which is obviously an increase on last year.
Yeah.
Obviously, we're not in a position to say more than that at this point.
Okay. Well, I'll probably raise a quick, those similar questions again next year.
Okay. I look forward to seeing you. Are there any other quest... Microphone one.
Hi, it's Charlie Kingston at K Capital. Just following on from some of the issues, specifically the AUD 4 billion development pipeline, given how many times gearing has been raised, which is high. I was just hoping to get some clarity as to how you will fund that gearing, that development pipeline. Now, as has also been discussed, you could sell down some assets to potentially pay for that, but I don't believe much in the market is trading. It sounds like now is not a good time. There was an article, a recent article on the Tea Tree Plaza that could potentially sell or half of that, which you own the other half, at potentially a 20% discount to your valuation or a 7.5% cap rate. And-...
Again, could be pure speculation, not sure if that is correct. But clearly, if that is the case, then it might be tough to sell down some assets in line with the current book valuations. So I was just hoping to get some clarity on how you will fund that AUD 4 billion pipeline, and if you could comment on the likelihood of potential sell downs, given there aren't really many transactions out there, and if that 7.5% cap rate or 20% discount for the Tea Tree Plaza is accurate. Just appreciate your thoughts.
Thanks very much for your comments, Mr. Kingston. So, just on the AUD 4 billion development pipeline, that is over a period of 10 years, so it's quite a long period. And at the moment, we are self-funding, so obviously everything we do has to go through a rigorous process to ensure that the returns are worthwhile, and that's how we determine the development pipeline over any period of time. And Knox is a good example of where we've shown that the investment, the return on the investment was positive. And I hear your comments on selling down and agree with you. It's a matter of finding the right time to do that and the right opportunity. Do you want to add anything?
No. I think that the point is that it's a development pipeline. It's not a committed development pipeline. So at the moment, our committed CapEx, for, you know, what we have to spend is actually quite low, in terms of the forecast for the next 12 and even 24 months. So the load on the, potential load on the balance sheet is not all that great, and therefore, earnings are flowing through, at the top line to the bottom line. But the point of a pipeline is that the potential doesn't go away. It's actually when you execute it, and certainly, various forms of capital management, have historically been employed.
And, we have been quite public in saying that, the potential to sell down joint venture interest in our assets, in the 20 assets, is something that is of consideration. I will also note that, since the re-release of our results and, many of our peers, it is clear to the investment community more generally, that, our industry has proven to be quite resilient in terms of its cash flow, even through the pandemic and post the pandemic, and therefore, interest, from potential participants into, buying into, direct shares of, or direct interest in, our centers or other people's centers is actually increasing.
In respect of what was speculated regarding Tea Tree, that is, related to our joint venture partner, they, you probably have to speak with them, but they are in a different position, as to a willing buyer and willing seller, looking to be opportunistic. They have certain obligations that they have made, which is, driving their own objectives. Which, the point being, doesn't necessarily translate to what a fair market value might be for that potential 50% share that's speculated to be, for sale at this point in time.
Thank you. Should we go online?
Yes, Chair. There's a question from Mr. Steven Main. "As property taxes continue to rise, especially in Victoria, which now has the highest land rate, land tax rates in the country, what is Margaret and the rest of the board doing to help management and the industry to reverse the trend, which is increasingly seeing property owners as a soft touch for cash-strapped governments? Also, could Elliott comment on whether council rates or land tax is costing us more, and which is rising fastest?
Thanks, Maureen. I think, Steven, you meant me rather than Margaret, but that's okay. Thank you. So as a board, we have lots of issues to consider that are relevant to Scentre's business, and probably this is not one that currently is on our radar. But I'm conscious of the issue that you raised in a general sense, but maybe I can get Elliott to comment on whether, on the effect of council rates and land tax.
Yeah. Thank you. So as part of, part of my responsibilities, I also sit as the deputy chair of the Shopping Centre Council, which does, as an industry, look at these issues regarding particularly, I think the rightful comment of, us as property owners being seen as an easy target when it comes to potential for revenue raising. There has been discussions, or mooted changes with land tax, particularly in Queensland, as well as Victoria. We have been successful as an industry to, mitigate or ameliorate, those potential changes, but they obviously are on the, radar, to keep an eye out for on not being overtaxed, relative to what other companies, or, other industries are paying as their fair share of, funding government.
I wouldn't say that council rates and land taxes are rising faster than anything else, but it does require vigilance and a lot of proactivity to ensure that we remain fairly treated rather than being unfairly treated.
Thanks. Are there any other questions in the room? Microphone one.
Good morning. My name is Sam Schwartzberg, and I'm very, very long shareholder in the company-
... I was listening very careful what the people say. The one saying, "Let's sell this one. Let's take the partners, that one." I didn't see anybody say, "Thank you very much for a board which we elected. It will let them run the company." We're talking about debts, we're talking about that one, we're talking about that one. In Sydney, I live in Bondi Beach, not live in Bondi, I live in Bellevue Hill. But in Sydney, I tell you one thing, my dear friends, when you sell any property, any land, anything, and I know in Sydney, every Westfield around the very valuable land, you're never gonna buy it back again. So let me make it clear. You don't need to force board to sell it, to take some partners, which good or bad, will should let them run the company. You're done asking some questions.
We got too much debts. We got this one, we got that one. Let them run the company.
Thank you for your comments. Are there any other questions in the room? Any more online, Maureen?
No, no.
Any on the telephone?
There are no phone questions at this time.
Thank you. So as there are no further questions, I'll now move to items two, three, and four, which are the re-election of Carolyn Kay, Guy Russo, and Margie Seale. The notes accompanying the notice of meeting include a background note on each director. The board, with the directors abstaining in respect of their own nomination, recommends that you vote in favor of each of Carolyn, Guy, and Margie. Before I turn to questions, Carolyn, Guy, and Margie each wish to say a few words in support of their re-election. So, Carolyn, I invite you to say a few words to the meeting.
Thank you, Chair, and good morning, fellow security holders. Thank you for the opportunity to address you today, and also for allowing me to be considered to continue as a director of Scentre Group. Scentre Group is a remarkable organization that I'm very proud to be a part of. Each time I walk into one of the 42 Westfield destinations, and I've been in 2 this week, I'm excited and I'm energized. The board has a broad range of skills, now led by a new chair. We work together whilst challenging each other to reach, with management, effective outcomes for stakeholders and strengthening of our organization. You may have seen the details of my experience and current roles in the notice of meeting. In summary, I've worked for over 30 years in finance as a lawyer, a banker, and a non-executive director.
I have been, and am now, a non-executive director across a broad range of sectors, including logistics, financial services, government, not-for-profit, property, and retail. I work continuously to enhance my existing skills and experience, and I'm a great believer in formal education, where I have engaged on a broad range of subjects, and also informal but deliberate education. For instance, when I travel, wherever the main purpose of the trip, I seek out relevant offerings, destinations, and learnings to consider in the context of Scentre Group. I believe that my background in law and finance, coupled with my experience as a non-executive director and my ongoing education, provides me with the relevant skills for this role. I take my responsibilities very seriously, and it is with a commitment to work diligently for you that I offer myself for re-election to the board of Scentre Group. Thank you very much.
Thanks, Carolyn. Before moving to discussion, I'd like to disclose the proxy results for the resolution. The results appear on the screen. Now, if anyone wishes to ask a question in relation to Carolyn's re-election, please do so now. Mr. Kingston?
Thank you. Well, Carolyn, you've obviously got a great CV. It's good to have high-quality people like yourself on the board. But I come back to the issue I tabled in my first commentary. Over the last five years, the key metrics have fallen by 12%-25%. Now, that's a large fall. If you then take into account that that's not inflation-adjusted, the fall is even larger. I'd appreciate your thoughts, given your excellent experience, Carolyn, as to what's really driving it. Is it that malls are struggling? Clearly, America is a different ballgame. You know, malls are very, very different over there, but here you have these iconic malls. The financial performance, and you've got a lot of that, has been poor over the five-year period. There's no avoiding that conclusion.
Just appreciate your guidance as to why you think over five years, not one year, not two years, five years, the key financial metrics have fallen. At the end of the day, security holders are looking for total shareholder return. They're looking for capital gain and income. This company has distributed income, but relative to Frank Lowy's sale at AUD 4 5 years ago, it's distributed a capital loss. Appreciate your thoughts. Thanks.
Thanks, Mr. Kingston. I think we've answered the question as best we can, but Carolyn, if you'd like to add anything?
... Thank you, Chair. I think, thank you, Mr. Kingston. I, you've already heard the chair's and the CEO's perspective on these topics, and my response would be very consistent with the responses that have already been given.
Thank you. Microphone two?
Thank you. We'll be, Ms. Kay, we'll be voting our undirected proxies for your re-election. But as you've been on the board for eight years, we're wondering if you believe that this will be your last term?
Can I respond, Mr. Goldin?
Sure.
So, Carolyn is standing for re-election, but obviously succession planning is a very important aspect of what the board undertakes. Obviously, we haven't made announcements of last terms or not last terms, but you can assume that we are planning for succession, and that would include planning for Carolyn departing the board and ensuring that we can replace her skills.
Okay, that's fine.
Thank you. Ms. Ley?
Thank you. Not a question specifically for Carolyn, but I appreciate that you've got good gender diversity on the board, but I just want to reiterate, as I do with all the boards, ASX boards, that there is a need for greater diversity in other forms. And I'd ask that the board be mindful of that in succession planning, as you'll be aware that boards which better reflect the community generally perform better, and it might reinforce or assist with some of the other comments about the overall long-term performance, without specifically being critical of you guys. The other thing is that companies which have holdings, particularly in the UK, report on other forms of diversity, whereas...
And that would be useful for you to make that disclosure if for your consideration.
Thank you. Thank you, Ms. Ley. Yes, we agree that boards should reflect our customers and our communities, and so diversity is incredibly important. And yes, we will consider whether we have better or-
Fairness
... or broader disclosures around diversity.
Thank you very much.
Thank you. Online?
There's a question from Mr. Steven Main. Could Carolyn and the Chair both comment on whether they would support a corporate name change to Westfield Australasia? It was Frank Lowy who insisted on the use of the name Scentre Group. He is no longer on the board, and as David Kingston pointed out, has sold all his shares. It doesn't make sense to not use Westfield in our corporate name. Is there anything stopping us from changing our name to Westfield Australasia? Why not just do it?
Thanks very much, Mr. Main. This isn't something that we as a board have considered simply because the name Westfield, excuse me, is such a strong brand in the community. It really hasn't been necessary to consider whether we should change the name of Scentre. And in fact, since Scentre's establishment in 2014, it has managed to create its own brand and own separate identity from Westfield. And in fact, I think it'd be, at this point, probably an unnecessary change, expense, and undertaking when there's lots of other things to do. But happy to-
Yeah, the other point I'd make is that, the Westfield brand name is actually owned by Unibail-Rodamco-Westfield. We utilize that name, and this was articulated in the prospectus that launched Scentre Group in 2014 under a license arrangement, a perpetual license arrangement, which allows us to use the Westfield brand name for our business, primarily, at the shopping center and destination level in both Australia and New Zealand. So, the ability for us to change the corporate name, notwithstanding what Ilana said, where our focus is, would not be permitted under the current license arrangements that with Unibail-Rodamco.
Thanks, Elliott. Any other questions in the room? No? Any questions online, Maureen?
No, no further questions, Chair.
Any telephone questions?
There are no phone questions at this time.
Thank you. So there seems to be no further questions. Based on the indicative results, it appears that item two is passed by the requisite majority. Congratulations, Carolyn.
Thank you.
Guy, I invite you to say a few words to the meeting.
Thank you, Chair, and good morning, everyone. My name is Guy Russo, and I was honored to be elected as a director of the Scentre Group in 2021. I'm very pleased to offer myself for re-election to the board today, and thank you for the opportunity to address you. Over the course of my career, I've gained extensive experience in the local and international retail industry, including my roles as CEO of McDonald's Australia, President of McDonald's Greater China, followed by my role as a Managing Director of Kmart Australia and New Zealand, and then CEO of Wesfarmers Department Stores, Kmart and Target. In addition to my directorship at Scentre Group, I am Chairman of Guzman y Gomez, Chair of SomnoMed, and the Chair of One Sky, an international charity for children living in poverty in Asia, or that are left behind....
Scentre Group is an outstanding organization, and I am proud to be a director. I'm also proud of the important role that the group plays in our communities in the lives of our customers. Growing up, my local Westfield was Burwood in Sydney, and today my local Westfield is Southland in Melbourne. Over the years, as both a business partner and a customer, I've watched our centers evolve into our Westfield destinations. I believe that the group's purpose, strategy, the quality of our destinations, and the experience and commitment of both the management team and the board sets this business apart from many others. If reelected, I have the time, the focus, and commitment to work with the board and its management for the continued success of the group and for you, our security holders. Thank you for your consideration.
Thanks, Guy. Before moving to discussion, I'd like to disclose the proxy results for this resolution. The results appear on the screen. If anyone wishes to ask a question in relation to Guy's reelection, can you do so? Yes, Mr. Kingston.
Slightly disappointed Carolyn didn't respond to my question, but I accept your response, Carolyn. Guy, you are the person on the board with the most direct retail experience, so it's fantastic to have someone of your credentials on the board. But the real issue about Scentre is its underperformance over five years. Be grateful if you could give us your retail-oriented insights. Elliott has, but if you, as a fellow director, could also give us clarification. Are malls a dinosaur? Is that part of the reason Scentre has underperformed over five years?
Or the fact that Australia is so concentrated, population growth, the iconic nature of the Westfield centers, does that mean that the center facilities and the FFO performance per share, the distribution per share, can regain the level it was at five years ago? That the stock price can regain the level at which Frank Lowy sold, or are malls fundamentally a little bit structurally impaired by virtue of operating costs going up, rents potentially as a percentage of sales going down? You are the retail expert, in addition to Elliott. Grateful for your commentary, 'cause it's the critical issue, because the overall return of this company hasn't been good over five years. Thank you.
Thanks, Mr. Kingston. Guy, would you like to say some words in response?
I think, I don't want to talk about the past five years. You've articulated your questions well, that we've all heard them, and I do endorse Elliott and the chair's response. I couldn't be more excited about the 42 centers that we've got here in Australia. I wouldn't use the word dinosaur. If I was a competitor or somebody trying to enter into this market, I, I think we've got the jewel in the crown. What's happened in the past five years, and the way that the chair and the CEO have articulated, I agree with, but I think this is probably one of the most exciting areas of land that have got the most productive retailers inside them to be able to be beneficial to security holders and our customers.
I just look at the landscape that we've got and can't think of anything more beneficial if you are investing in a retailer than to invest in Scentre. It's an exciting opportunity. I love the way that you've just said forget COVID. I wish we could. It was significant. But I think the future is exciting for Westfield. Just go into one of our centers. I just feel like we've got 42 Disneylands sitting here in Australia, and the focus of this management team is share price. Maybe that's the one word that you haven't heard. We're all very focused on bringing that share price up significantly over the next period of time.
Thanks, Guy. Thank you. Online.
It's a question from Steven Main. Coles and Woolworths are currently copping a lot of criticism for their alleged abuse of market power. They pay a smaller rent than any other company. As a former CEO of Kmart and Target, could candidate Guy Russo comment on whether he believes there is a case for breaking up Coles and Woolworths? Could our CEO also please comment on whether there is a power imbalance when Coles and Woolworths negotiate lease terms with our company? How does he find dealing with them, and what does he think of the current debate, including the forced divestiture legislation currently in the Federal Parliament?
Thank you very much, Maureen. Obviously, there's a broader conversation going on in Australia today about supermarkets. They are a very important business partner of ours, and I'll let Elliot talk a little more about our relationship with them. I'm not sure that it's relevant to today's meeting to ask Guy to comment on issues to do with Coles and Woolworths, so I won't put that question to him. But perhaps, Elliot, you might like to talk about negotiating with Coles and Woolworths.
... Yes, thank you. And I'd also echo that they are a very important business partner. They are combined. They do drive a lot of sales and visitation to our destination, so they are important. I would say that our relationship is actually quite strong with both groups. And it recognizes on both sides the importance that we play for each other in driving both their sales but also visitations to our destination. So I wouldn't say that there's an imbalance in the negotiation, but I would say that there's a mutual respect for one another and the value that each group brings to each other's business in how we negotiate and renegotiate renewals when they do arise.
They are commercial discussions, and we seek the best terms, and they seek the best terms, so.
Thank you. Thanks, Elliott. So there seems to be no further questions. So based on the indicative results, it appears that item three is passed by the requisite majority. So congratulations, Guy. Thank you. So the, so, Margie, I invite you to say a few words to the meeting.
Thank you, Chair, and good morning, everybody, and thank you for the opportunity to say a few words about myself and why I'm standing for re-election for Scentre Group today. I currently work on boards across public, private, and not-for-profit organizations. Additionally, I mentor senior business leaders globally. I sit on a range of board committees across those organizations, and as of the first of April this year, have taken on the role of chair of the new Risk and Sustainability Committee at Scentre Group. This committee will play an important role in assisting the company to meet its sustainability targets, as noted in the various reports recently published, and allow the board to focus even more closely on risk. My background includes experience at senior executive level in customer, digital, people, strategic and business development, and brand.
Now, with over 10 years of non-executive director experience under my belt, I've seen companies go through various iterations of development and leadership change. It's been a delight to see the transition to Elliott and his team go so smoothly and watch them aspire to new heights. It's a highly capable team which seeks always to achieve great things. Across my career, I've spent a lot of time in our centers, and the group's successful strategy over recent years to move from focusing solely on retail business partners, to increasingly building broader community and consumer engagement across the platform, has been great to see.
As a board, along with the management team, we constantly think about what Scentre Group will look like in five-10 years and how we can best serve the company to get there, ultimately with the desire to build the business to grow security holder returns. Last time I stood for re-election, we'd just been through a very difficult period for the world and the community. You can see from the results that Scentre Group has performed strongly and continues to deliver a premium product for both business partners and consumers. I continue to support the hardworking teams in our centers and look forward to the company also continuing to excel. It is a great pleasure that I stand for re-election today. Thank you very much.
Thanks, Margie. Before moving to discussion, I'd like to disclose the proxy results for the resolution. The results appear on the screen. If anyone wishes to ask a question in relation to Margi's re-election, please do so now. Mr. Kingston?
Great to have another high-quality director. We all support your reappointment, but just I'd appreciate your clarification, Margie, on a key issue. In essence, the company has shareholders' funds of AUD 18 billion. It has a market cap of AUD 17 billion. It has senior debt of AUD 11.5 billion. It has sub-debt of AUD 4 billion. We've heard today from Elliott that the sub-debt will be redeemed at the reset dates to avoid handling interest effectively going up to 9%. So there's AUD 4 billion that is gonna be needed between 2026 and 2030. Also heard today, the chair clarify the AUD 4 billion development pipeline is phased over a 10-year period.
Margie, the bottom line is that the company is gonna need to find a very small amount of money, AUD 8 billion, which is a lot in the context of an AUD 18 billion shareholders' funds and AUD 17 billion market cap. Could you perhaps clarify your views on how the company is gonna find that AUD 8 billion? Thank you.
Mr. Kingston, can you direct questions through me, please, as Chair?
Yes, Chair.
Thank you very much.
I thought because Margie is up for re-election, that,
Yes, yeah.
It's appropriate for her to answer.
Thank you. So, so can I just... What's very clear is that we agree on a number of things, which is the value of the assets, and we also agree, I think, on our aspirations for the organization. Perhaps where we might not agree is on the impact of the circumstances that we've been through over the last number of years and the period of time it might take to recover. But I like to think that our aspirations are exactly the same for the organization. But maybe if I can ask Margie, if you'd like to comment at all or add anything?
Thank you, Mr. Kingston, for your question and all the questions you've asked today. I don't have a particular answer to your question then, but what I think we are looking to do is to work with the management team and the CFO and CEO to examine our debt position and, of course, with the whole management team, to achieve our aspiration for growth. We have, as Guy said, 42 fantastic centers and an excellent management team. The last five-year results have not been-
... potentially what we might have asked for, but circumstances were such that we delivered the best we could, in those circumstances. And we always look for opportunity to both, make sure our debt levels are as they should be, and in fact, our growth is as it should be as well. Thank you, Margie. Are there any other questions in the room? Online?
No question.
Oh, sure. Elliott, you want to-
I did want to clarify.
Sorry.
In my comments, I think that you may have interpreted that we are redeeming those subnotes. I'd say it's our intention to redeem those subnotes when they do mature, so I want to clarify that. I also wanted to point out that there are a number of options that are available to us at that point in time, which might include actually reissuing new subnotes to replace the existing subnotes. In terms of the maturity profile, it is something that we actively manage, whether it be debt, whether it be subnotes, whether it be retained earnings, whether it be the level of top-line income that we push to achieve.
But it is something that we have between now and 2026, at the earliest, to have to think through, and we believe that's a sufficient amount of time for us to have a capital management plan in place, as we have done, which protects shareholder value versus potentially, which is what happened with a number of other peers, issuing highly dilutive equity at a very low point of the COVID cycle, which did occur in a number of our AREIT peers.
There seems to be no further questions. Based on the indicative results, it appears that item four is passed by the requisite majority. So congratulations to you, Margie. Before moving to the discussion on the remuneration report, I'd like to disclose the proxy results for this resolution. The results appear on the screen behind me. As I noted earlier in the meeting, we expect to fall short of the required threshold of 75% by a narrow margin. We welcome and highly value feedback from security holders and other key stakeholders, and we'll certainly take these views into account before we come back to you next year with our remuneration report.
The remuneration report sets out the remuneration policies and arrangements in place for directors and certain senior executives, our executive key management personnel, whose remuneration arrangements are required by law to be disclosed for the year ended 31 December 2023. I'd be happy to answer any questions that you might have. Are there any questions? Microphone two. Mr. Goldin?
Hello, Ms., Chairman. Is Madam Chair really just my age or that I-
I don't mind, Mr. Goldin. You can choose.
I'm sorry.
I don't mind.
It's what happens when you get to be so old. ASA is actually gonna be voting for this remuneration report, as you know, with reservations, which we've said, and I'd like to speak about some of this. But can you tell me why there's such a big against vote? Obviously, you've heard from the proxy advisors who are pushing for that.
Yeah. So thanks, Mr. Goldin. So, obviously, most investors were supportive of our remuneration report. And there was general acknowledgment that we'd paid for performance, and the market reaction would seem to indicate that was the case. And obviously, every discussion we've had is different, but if I had to summarize the three questions that we received, they would be these. The first was in relation to our short-term incentive targets, particularly for FFO and distribution. Were they tough enough? The second was in relation to our long-term incentives and specifically the R-O-C-E, the ROCE measure. And the question there was the threshold at which we paid 50% of the ROCE element, was that tough enough? And the third question was: Was it appropriate to increase the fixed remuneration for Elliott, Andrew, and Maria?
Obviously, from what we've written in the remuneration report, our view on all those or our answer to all those questions was yes, and we've explained why in the remuneration report. But we understand there are judgments involved here and that people have different views, and we will certainly be listening to those in future.
Okay, because my... And as you know, I have the same reservations on those first two points. That when we see 90% two years in a row on a short-term incentive, which means that, you know, we have this current CEO, his fixed pay was AUD 1.8. With that, it jumps to AUD 3.9. When you start seeing 90% coming, you have to ask: Are they the criteria hard enough? Are the targets, sorry, are the targets too soft? And the same sort of thing with the ROCE, we find the same thing. We also question the third one, which is on the comparative, the 30% of the long-term incentive, which is the comparative to the selected six other REITs.
The fact that you only have to be average to get 50%. You don't want to be average. The security holders don't want you to be average. They want to see greater performance, and that's what they're looking to reward. So, as I said, we're voting this year. We have said that we won't be voting for it next year unless we see the changes.
Thank you, Mr. Goldin . Thank you. Any questions online?
Yes, Chair. Mr. Steven Main. Which of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, recommend a vote against the REM items today? Is this our biggest REM protest vote, and what changes are we going to make as a result?
I'm not sure if we're in a position to disclose who's voted against or who voted, voted for. But having said that, I think I've said, well, I, I'm not aware—I don't think this is our biggest REM protest vote. I think there was another protest vote, a number about four years ago. I think I've set out what changes we're going to make, where, as I said, there's a number of different views that we've heard. If this vote, and we'll obviously get the results of the poll at the end of the meeting. But in any event, we will be consulting with our security holders, quite obviously, to find out and to work through what refinements we need to make to our remuneration practices. Are there any other questions in the room, Mr. Kingston?
Just a quick one, Chair.
Sure.
AUD 2 million base salary, 130% is the maximum short term, 175% maximum long term. If Elliott delivers on those, the total is AUD 8 million. Can you just clarify, how does that benchmark against Stockland, GPT, Dexus, Mirvac? Thank you.
So we benchmark our executive salaries against a benchmark of top 50 ASX entities, so that's how we benchmark our pay. We obviously also take into account where we sit vis-à-vis our peers. So I think Elliott is very well paid compared to his peers, well paid. Compared to the top 50 benchmarks, excluding miners and banks, he's paid at the new salary between median and 75th percentile. Whereas previously, he was below benchmark, below median on the previous package. So the board decided. So just to be clear about this process, when Elliott was appointed, he was appointed on a remuneration package, including fixed remuneration, which was below P50, below the 50th percentile. And the basis for that was he was untested in the role. And that remuneration was set approximately two years ago.
The board, having considered his performance in the role and what the organization had achieved, thought it was appropriate that he be paid AUD 2 million per annum as fixed remuneration. Understanding that when Peter Allen, our previous CEO, left, he was also on AUD 2 million, and that had not changed since the company was established in 2014. Thank you. Are there any other questions? Okay, there seems to be no further questions. The final results of the poll will be announced to the ASX later today. I now move to item 6, the approval of the grant of performance rights to Elliott Rusanow, our Managing Director and CEO. As outlined in the group's remuneration report and the notice of meeting, performance rights form part of Elliott's at-risk short-term and long-term variable remuneration.
This proposal to grant performance rights to Elliott for 2024 is consistent with the group's remuneration framework. The board, with Elliott abstaining, recommends you vote in favor of this resolution. Before moving to discussion, I'd like to disclose the proxy results for this resolution. The results appear on the screen. If anyone wishes to ask a question in relation to this resolution, can you please do so now? Are there any questions in the room? Online? I think there's one. Maureen?
Yes, I beg your pardon. A question, Chair, from Steven Main. Why was there a big protest vote against this incentive grant resolution, but not the remuneration report? Which proxy advisors caused this, and why didn't they also oppose the REM report as opposed to just the LTI grant? Also, could the CEO summarize his past LTI grants as to whether they have vested or lapsed? Please don't say, "Look it up in the annual report," and through ASX announcements. It's complicated, and the CEO could factually summarize the situation in 60 seconds.
Thanks, Mr. Mayne. So I think the vote against this resolution and the previous remuneration report resolution was similar. So I'm not quite sure about the first question. I said, I'm not in a position to tell you which proxy advisors voted for or against. As to Elliott summarizing his past LTI grants, I am going to tell you to look at the remuneration report. I don't, I haven't got it in front of me. It's on one page, and it's very simple to read, and it'll be much quicker than 60 seconds. I don't know if... I just really, it's the reason why it's in the remuneration report, and we don't have to commit all those figures to memory. So thank you. Are there any other questions? Are there any questions on the phone?
There are no phone questions at this time.
Thank you. So there are no further questions on this item. Based on the indicative results, it appears item six has been passed by the requisite majority. So I now turn to items seven, eight, nine, and 10, which are a series of amendments to the constitutions of Scentre Group Limited, Scentre Group Trust One, Scentre Group Trust Two, and Scentre Group Trust Three, which together form Scentre Group. The amendments are outlined in the notice of meeting. I have with me copies of each amended constitution, which I've signed for the purposes of identification and they are now tabled at the meeting. Thanks, Maureen. While each of these items are separate resolutions, given the nature of the proposed amendments, I'd like to address any questions as part of one discussion. The board recommends you vote in favor of the resolutions as items seven, eight, nine, and 10.
Before moving to discussion, I'd like to disclose the proxy results for each of the resolutions, which can now be seen on the screen. If anyone wishes to ask a question in relation to these resolutions, could they do so now?
There is a question online from Mr. Steven Main, which I'm not quite sure is relevant to the constitutions, but thank you for offering shareholders a hybrid AGM this year, and will you commit to keep doing this in future years to maximize shareholder participation? What was the experience like from your end? Also, when disclosing the outcome of voting on all resolutions today, could you please advise the ASX 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 was a voluntary disclosure initiative adopted by the likes of Metcash, Altium, AUI, Dexus, Webjet, Tabcorp, Myer, ASX, and Qantas over the past three years. You've got the data, so why not let the sun shine in?
Thank you. Thank you, Ms. Main. So yes, we offered shareholders a hybrid AGM this year because we absolutely do believe in encouraging and offering shareholder participation across all channels. As to future years, it's really a matter of what, if not shareholders, what security holders find the most effective way to participate in the company and the business of the company, and if that's a hybrid AGM, we will pursue that. In terms of the experience from our end, it requires quite a lot of logistics and management. It's fine for me, but it is quite a complicated exercise to organize a hybrid AGM. In terms of disclosure of voting, I think we will consider whether or not we disclose shareholders voting for and against. So thank you for the suggestion. Are there any other questions? Anything from the phone?
There are no phone questions at this time.
Thank you. So as there are no further questions on these items, based on the indicative results, it appears these resolutions have been passed by the requisite majority. Could you please cast any final votes before I close the polls for items two to 10, which I'll do shortly? If you've voted in person using a card, raise your hand so that it can be collected from you. The polls for the resolutions for items two to 10 are now closed. The final results of the polls will be announced to the ASX later today. So that concludes the formalities of today. On behalf of the board, I want to thank you for participating in today's AGM. The meeting is now closed. For those of you, who are with us in person, I invite you on behalf of the board to join us for some light refreshments outside.
Thank you all very much.