Good afternoon, ladies and gentlemen. My name is Katherine Grace, Stockland's Chief Legal and Risk Officer and Company Secretary. I begin this afternoon by acknowledging the traditional custodians of the land on which you meet, the Gadigal people of the Eora Nation , and pay my respects to their elders, past and present. Before our Chairman, Tom Pockett, formally opens today's meetings for Stockland Corporation and Stockland Trust, I would like to take you through some procedural matters.
Today's meetings are being held in a hybrid format, with security holders joining us both in person and online. We have designed the meetings to give security holders the opportunity to participate in the meetings in a number of different ways. For those of you participating in the meetings via the online Lumi platform, you are free to start sending in your questions now by clicking on the question icon on your screen.
For security holders who have dialed into the meetings via the teleconference line, please follow the prompts if you wish to ask a question. For those security holders in the room, we will invite you to ask questions at the relevant time. The chairman will shortly open the meetings, and at that time, the polls will be formally opened to enable security holders and proxy holders to vote by clicking on the bar chart icon available on the online Lumi platform. For those security holders or proxy holders in the room, you will be able to vote using the handheld device provided when you registered at the door. As advised in our Notice of Meetings, participants who have dialed into the meetings will be unable to vote using the teleconference facility.
I will be moderating the questions submitted online today from security holders during the meetings, and questions may be amalgamated if there are multiple questions on the same topic. Please note that only security holders may ask questions during the meetings. I confirm we will address the questions during the formal business of the meetings, as is our customary practice. While it may not be possible to respond to all questions during the meetings, we will endeavor to directly respond to any questions we don't get to as soon as practicable after the meetings close. If you wish to view the meetings again after its conclusion, a recording will be available on the Stockland website shortly after the meetings, and I will repeat these instructions later in the meeting before we commence the formal business.
For security holders attending the meeting today in person, please ensure your mobile phones are now switched to silent, and I note that in the unlikely event of an emergency, you should follow the instructions of the Stockland staff. Finally, as this is a hybrid meeting, technical issues may arise. If we do encounter any issues, we will have regard to the impact on the security holders, and the chairman may issue any instructions for resolving the issue and may continue the meetings if it is appropriate to do so. I'll now hand to Tom Pockett, our Chairman, to formally open the meetings.
Thank you, Katherine, and good afternoon, everyone. We certainly have a good rollout. Welcome to the Stockland 2024 Annual General Meetings. My name is Tom Pockett, and I chair the boards of your company. As a quorum is present, I now formally declare the annual general meetings open. Voting on Resolutions 2 to 12 in the Notice of Meetings is now open via the online Lumi platform. I will now introduce your board of directors. Tarun Gupta, who was appointed Managing Director and CEO in June 2021. Melinda Conrad, appointed in May 2018, and Chair of the People and Culture Committee and the Nominations Committee. Melinda is standing for re-election at today's meetings. Christine O'Reilly, appointed in August 2018, and Chair of the Risk Committee and a member of the Audit Committee.
Christine is not seeking re-election today and will retire from the board at the conclusion of the meeting. I'll share more on Christine's contribution shortly. Kate McKenzie, who can't be with us today, was appointed in December 2019 , and a member of the Audit Committee, Sustainability Committee, and Nominations Committee. Andrew Stevens, appointed in July 2017 , and Chair of the Sustainability Committee, and a member of both the Risk and People and Culture Committees. Stephen Newton, appointed in June 2016 , and Chair of the Audit Committee, and a member of the Risk Committee. Laurence Brindle, appointed in November 2020 , and a member of the Audit Committee and Nominations Committee. Laurence is standing for re-election at today's meetings. Adam Tindall, appointed in July 2021 , and a member of the Audit Committee, People and Culture Committee, and the Sustainability Committee.
Adam is also standing for re-election at today's meetings. Bob Johnston, appointed on 1 October 2024. Bob is standing for election at today's meetings, and I'm delighted to welcome Bob to his first Stockland AGM. I am pleased to welcome Bob to the board. Bob has more than 30 years of experience in the property sector in Australia and internationally. Katherine Grace, who you have already met, is Stockland's Chief Legal and Risk Officer and Company Secretary, appointed in August 2014. Also in attendance today is Jane Reilly , who represents our auditors, PwC. And finally, members of the Stockland leadership team are also here today. As you will be aware from the Notice of Meetings, there are 11 resolutions for your approval today.
We will provide an opportunity for discussion and to answer any questions you might have when we deal with each of the formal agenda items. I encourage you to vote in advance or during each resolution to ensure you have sufficient time. I will now make some general comments about the previous financial year. Tarun will then provide an update on business operations, strategy, and the outlook ahead. FY 2024 was a year of solid financial performance and continued strong execution of our strategic priorities. This included reshaping the portfolio via the acquisition of five land lease communities and 12 masterplanned communities. We executed on three capital partnerships, which we expect to contribute meaningfully to the earnings over time, and further evolved our operating model to enhance our end-to-end delivery.
We were also very pleased to be named preferred proponent alongside our consortium partners to deliver the Waterloo Renewal Project with Homes New South Wales. This project will be one of Australia's largest and most significant inner-city renewal initiatives, delivering much needed housing supply. From a financial perspective, our statutory profit was AUD 305 million, compared to AUD 440 million in FY 2023. The statutory result for FY 2024 included AUD 310 million of net commercial property devaluations, reflecting a softening of market capitalization rates. On a pre-tax basis, funds from operations, or FFO, was AUD 843 million, or AUD 0.354 per security. This was at the top end of our guidance. The full year distribution was AUD 0.246 per security.
This represented a payout ratio of 75% of post-tax FFO, which was at the lower end of the target range of 75%-85%. The continued execution of our strategy has been well received by our investors. We are currently trading at a 29% premium to our net tangible assets, and our total security return over the last 15 months to the end of September has been 44%. Last year, we announced a refreshed ESG strategy that sets out our ambitions across the four pillars of decarbonization, circularity, social impact, and climate resilience. These pillars are supported by ambitious business targets, including net zero emissions for Scope 1 and Scope 2 in 2025, and halving our most material Scope 3 emissions by 2030, and targeting net zero emissions for Scope 1, 2, and 3 by 2050.
In addition, our social value aspiration is to generate more than one billion of social value by 2030. In FY 2024, we established a number of strategic partnerships to drive down emissions through practical initiatives, such as large-scale on-site renewable energy generation, access to lower carbon concrete across our development pipeline, and the imminent rollout of fast and ultra-fast electric vehicle charging bays across our town centers. Turning now to the resolutions for today's meetings. Resolutions 2-5 relate to the election and re-election of non-executive directors. You will have the opportunity to hear from each of the nominated directors later in the meeting. Resolutions 6-8 to remuneration.
Resolution 9 seeks approval to increase the maximum fee pool for non-executive directors to provide flexibility for board succession, and Resolution 10, sorry, seeks to increase the number of directors on the board to effectively manage our board transition during this period of change and growth of Stockland. Resolutions 10, 11 , and 12 are special resolutions and will be discussed later in the meeting. We released the proxy results for all the resolutions ahead of the meeting, and these are now shown on the screen. Hopefully, you can read those. As can be seen, all resolutions have solid support. I would like to take the opportunity to thank my board colleagues and the executive team for their leadership throughout the year. I would particularly like to acknowledge the contribution of Christine O'Reilly.
Christine has been a highly valued member of the board and an excellent chair of the Risk Committee and member of the Audit Committee. Thank you, Christine, and we wish you all the best for your very new role. On behalf of the board, I would also like to thank the broader Stockland team for their ongoing dedication and commitment. And finally, to our security holders, my thanks to you and your ongoing support and investment in Stockland. I will now hand over to Tarun.
Thank you, Tom, and good afternoon, everyone. I also acknowledge the traditional owners of the land on which we meet and pay my respects to elders, past and present. As Tom noted, FY 2024 was a year of solid performance, operational performance, and strong execution of our strategy. In December 2023, we announced the acquisition of 12 high-quality actively trading MPC projects via the establishment of the Stockland Supalai Residential Communities Partnership.
The acquisition represents a step change in reshaping our portfolio and accelerates the execution of our strategy by increasing capital allocation toward the residential sector, scaling our capital partnerships, and generating new sources of recurring income. We recently received clearance for the transaction from the ACCC, subject to the divestment of our Forest Reach project in the Illawarra region. The team is currently working through the remaining consents, which include FIRB approval.
When these are finalized, we will provide an update on our FY 2025 guidance. In addition to the partnership with Supalai, we were also pleased to welcome Invesco Real Estate to our platform and extend our relationship with Mitsubishi Estate Asia during the year. Scaling our capital partnerships remains a key focus for us. This year also saw the evolution of our operating model and the realignment of our business under two operating segments: investment management and development. Supporting the change, we welcome Kylie O'Connor to Stockland in the role of CEO, Investment Management, while Andrew Whitson was appointed to the role of CEO of Development. The realignment positioned us to capitalize on opportunities and reinforces the value we create in origination, development, and investment management, driving the next stage of our growth. For FY 2024, we delivered a financial result at the top end of our guidance range.
This represented a 4.5% decline compared with FY 2023, primarily reflecting a higher weighted average cost of debt, the impact of non-core asset disposals during FY 2023 and FY 2024, and lower contributions from our commercial development activities, offset by increased FFO from our investment management portfolio and residential development. In accordance with our strategy to reweight our capital and earnings mix towards our targeted growth areas, the contributions from logistics portfolio was up by 21%. Our land lease development business delivered 15% higher FFO, and we have positioned our capital partnering platform to deliver growing fee income over time. FFO from investment management segment was AUD 630 million, up 4.5%.
This reflected comparable growth of 3.5% from the AUD 10 billion portfolio, contributions from completed logistics and workplace developments, as well as ongoing fee income from our partnerships. While driving a targeted increase in our exposure to the residential sector, we also reshaped the investment management portfolio through the disciplined conversion of our development pipeline and the disposal of approximately AUD 690 million of non-core town center assets. The development segment contributed FFO of AUD 412 million, compared with AUD 445 million in FY 2023. Performance was underpinned by strong settlement volumes and development operating profit margins across both MPC and the LLC businesses. This was offset by a decline in commercial development profits and related management income, reflecting a lower level of activity on behalf of third parties.
We remain confident in the underlying demand drivers for Australian residential real estate and have positioned ourselves for a significant increase in production rates. This includes the launch of fifteen new MPC and LLC communities during FY 2024, and a further eight new communities expected to launch during FY 2025 from our existing pipeline. In addition to the 12 new MPC assets, we're close to finalizing the acquisition of. This increased level of project activation provides us with a high degree of flexibility around the timing of stage releases to meet demand, and importantly, it allows us to increase the supply of affordably priced housing options at a time when overall market supply is constrained. We finished the year in a strong capital position, with gearing of 24.1%, which provides the group with significant capacity for investment in our strategic priorities.
Our ESG strategy is focused on making a positive impact through the delivery of innovative and commercially sustainable solutions. Late last year, we announced our innovative partnership with Energy Bay to achieve 100% renewable energy across our portfolio and net zero scope two emissions by 2025. We also made strong progress in sourcing lower carbon materials for our development pipeline. Throughout the year, we have made meaningful progress towards achieving our targets for social value creation, implementing our stretch Reconciliation Action Plan , and identifying and mitigating climate risks across our portfolio. From a people perspective, despite a period of evolution, growth, and change for the business, we achieved an employee engagement score of 87%, eight points higher than the Australian norm. As highlighted in our first quarter 2025 update released today, the positive strategic momentum of FY 2024 continued into the new financial year.
In August, alongside our consortium partners Link Wentworth, City West Housing, and Birribee Housing, we were confirmed as the preferred proponent to deliver the Waterloo Renewal Project with Homes New South Wales. This project is expected to be one of Australia's largest and most significant inner-city renewal initiatives, delivering a sustainable mixed-tenure community of more than 3,000 apartments, including 50% social and affordable housing. Subject to obtaining relevant planning and approvals, the project is expected to be delivered over multiple stages, with anticipated commencement in 2027 . Operationally, we delivered a solid result for the quarter. The investment management portfolio continues to perform well. Our town centers are benefiting from a high weighting to essentials-based categories, and we have recorded strong uplifts across our logistics assets.
In the development segment, the MPC business achieved 1,121 sales, in line with our expectations. The LLC business achieved net sales of 135 homes, reflecting positive customer response to new project launches. So looking ahead, the high quality and diversity of our portfolio continues to underpin its performance. As we continue to expand our capital partnership platform, we focused on driving returns for the partnership, partnerships and creating new sources of high-quality, recurring fee income for the group. While economic and real estate market conditions remain uncertain, we have seen continued improvement in market conditions for our MPC business in most states, and we have positioned the business to take advantage of an eventual recovery of the Victorian market.
Demand for our LLC product has remained resilient, and we expect this business to be a significant driver of growth for us in future periods. Overall, the business is tracking in line with our expectations for FY 2025. I conclude by thanking the Stockland team for their contribution to this year's results, and by thanking you, our security holders, for your ongoing support.
Thank you, Tarun. As noted at the start of the meetings, for those security holders joining us today through the online Lumi platform, the polls are open to enable security holders and proxy holders to vote by clicking on the bar chart icon. You may submit any questions on the Lumi platform by clicking on the question icon on your screen. Security holders that have joined the meetings by phone have the option of asking questions using the moderated phone line by following the prompts on the teleconference facility.
As noted in our Notice of Meeting, participants who have dialed into the meetings are not able to vote using the teleconference facilities. As mentioned earlier, I will be moderating the online questions from security holders during the meetings, and questions may be amalgamated if there are multiple questions on the same topic.
Please note that only security holders may ask questions during the meetings. As mentioned by the Chair, we will address the questions during the formal business of the meetings, as is our customary practice. While it may not be possible to respond to all questions during the meetings, we will endeavor to directly respond to any questions we don't get to as soon as practicable after the meetings close. Before Tom takes us through the formal various resolutions set out in the Notice of Meeting, I will also run through the voting procedure. Voting on all resolutions will be by poll. As mentioned at the beginning of the meeting, the polls are open in respect of Resolutions 2- 12 in the Notice of Meetings, and you may cast your votes at any time from now until the close of the polls.
A representative of Computershare Investor Services will act as Returning Officer and determine the results of the polls. For those security holders who are in the room today, you will be invited to ask questions when we move to each item, and at that time, I ask that you please come to the standing microphone in the aisles, state your name, organization, or association, and show your electronic voting device. Please direct all your questions to Mr. Pockett as Chairman. We will provide details of the proxy votes for each item of business after members have had a reasonable time for questions, and we have already shown them at the start of the meeting, and they are available on the ASX as well.
The results of all the polls will be made available to the ASX as soon as we have concluded the meeting and they are available, and I expect this to be later this afternoon. If you are joining online and you need assistance with voting, please refer to the instructions available in the Online Meeting Guide user, User Guide, which is available on our website by going to the Investor Center page, clicking on the Annual General Meeting link, and then clicking on the Online Meeting User Guide located towards the bottom. If you are in the room and require assistance with voting, please ask a Computershare staff member for help.
A simple resolution will be required to pass Resolutions 2-9 and must be passed by more than 50% of the total votes cast on those resolutions by security holders present in person or by proxy and entitled to vote. Resolutions 10 - 12 today must be passed by more than 75% of the total votes cast on those resolutions by security holders present in person or by proxy and entitled to vote. Please note that open votes given to the chairman of today's meeting will be voted in favor of all items of business. I will now hand over to the chairman for the formal business of the meetings.
Thank you, Katherine. We now move to the first item on the Notice of Meetings: consideration of the 2024 financial statements in the annual report. The Corporations Act requires that the financial report, the directors' report, and the auditor's report for the year ended 30 June 2024 be laid before the meeting. No formal vote is required on this item. Pardon me. Ladies and gentlemen, this is your opportunity to ask any questions you may have about Stockland's performance and outlook. I ask that questions about Resolutions 2-12 be deferred until we get to those resolutions. As noted by Katherine, for those security holders in the room wanting to ask questions, please come to the microphones holding your electronic voting device, state your name, and direct all questions to me as chairman. Are there any questions, please? Hi, Natasha. How are you?
Thank you, Mr. Chairman. It's good to see you again, and thank you for the board for your performance during the year. Just a few issues. Firstly, for people of a certain age group, including myself, some of the fonts on the report were quite small.
I agree.
Can we ask that they be made larger in the future? It's great what you're doing as far as reducing your carbon footprint with low-carbon concrete and wooden truss. I assume and just need confirmation that you have looked at other options. You'll be aware that there have been worldwide several large-scale high-rise projects which are virtually entirely wooden buildings and to what degree has that been examined or considered by the board?
Yes, it has. Tarun, do you want to comment on that? We've been looking at that.
Yeah, no, thank you for your question. In terms of our carbon footprint, the biggest moves for us to reduce that are really the use of steel concrete, and sourcing those from, you know, green sources or low-carbon footprints, and the other is where we can to use sustainable timber. We're not doing many high-rise developments at the moment but what we have done over the last year is in our land lease communities business, where we build our own homes for our homeowners, we have progressively converted those frames from steel to timber frames. That's happening right across the country, and we've been working with our supply chains, our builder partners, to change that methodology. So it's something we're definitely pursuing, in addition to sourcing low-carbon steel and low-carbon concrete.
We're able to do that. A key part of our ESG strategy is to be economically sustainable. We are able to do those moves at a good economic value for Stockland, as in, at a similar cost to what we would do with traditional methods.
No, that's fine. Yeah. Can you explain about your masterplanned communities and land lease communities? I understand that they're sort of targeted at the over 60 market, and I'm curious about the fees attached to it. I know that you've sold out of your retirement homes, but you'll be aware that a number of other companies have come under criticism about their business model, where they're charging excessive fees and the like in terms of retirement homes, and I'm sure you're perfectly aware and don't engage in that type of thing, but just enlighten us who are not directly involved in that.
Yeah, we sold out of our retirement living model and business, and now we've got a totally different structure. I'll get Tarun to take you through the two different components. So all those complicated things in the old retirement living village structure, we don't have to worry about anymore. So Tarun, do you want to talk about land lease and lease?
Yeah. So yes, the chairman said, February 2022, we sold our retirement living business. But what we have been growing with a lot of energy, because our customers really like this model, is the land lease communities model. That is very simple and very different to other models that you're mentioning. Very simply, we build a home for our homeowners. They buy a home at a price that we agree with them. Once they own their home, then they basically pay a ground rental for the long term. That's usually pegged with the CPI-type increases, and that's the simple model that we have. We've also been making sure that as we grew that business, we had a model that was sustainable for the long term.
So, things like market reviews and those sorts of things, we pushed them out to longer-term reviews rather than more regular market reviews, so the homeowners have more certainty when they're occupying the home. So, and also, I think what you're referring to, deferred management fees which is more typical in retirement living, villages. We don't have any of those contracts here at Stockland.
Yeah, and the amenities you sort of show in your glossies, you know, tennis courts and lawn bowls, are they just on a sort of a user pay or membership basis rather than any complicated fees?
Yeah, the amazing facilities that are provided for our homeowners comes with they get to enjoy those as part of the weekly ground rent that they pay.
Okay.
So they come included within that.
Yeah. No, no, that's, that's fine. Yeah, I just needed clarity on.
Natasha, and there's no tennis anymore, it's pickleball.
Pickleball.
Pickleball is the new trend.
Don't worry, I can't catch, can't throw, and I can barely hit a ball. On your assessment of risks from sort of page 69, you didn't seem to have anything on security and terrorism, which I know you're sort of moving away a little bit from your shopping centers where the bigger risk following the Westfield incident. But that didn't seem to be explicitly addressed. I'm sure it's in there, either implicitly or otherwise.
Yeah, well, it's actually addressed, yeah. We already had very strict procedures for terrorism-type events in all our shopping centers, but also, you know, fire and other evacuation reasons.
Yes.
Following the Westfield.
Yeah, incident
I ssue, incident, thank you. We've again revisited all those procedures and tightened them up, and just understood what happened at Westfield, and then, allowed our procedures to cover that risk off. It is a risk, and all our shopping center staff and managers are trained into reacting a certain way in accordance with the plan. So, yeah.
No, that's great. Thank you very much.
Thanks, Natasha.
Hello, Mr. Chair.
Hello, how are you?
Allan Goldin. I'm a security holder and representing the Australian Shareholders' Association. I'm holding proxies for 1.4 million securities. This 2024, the FFO per security was 35.4 cents. You reaffirmed this morning that in 2025, we're looking at between 32 and 33 cents, so it's gonna be down again. We know that the conditions are tight. I'm just wondering, what factors do you really see changing so we're gonna see an increased profit?
Oh, well, it goes to the strategy that we started when Tarun joined. Just after Tarun joined, we started looking at with the management team on how we were going to move Stockland from what it was. The big strategic steps are pretty much outlined in the annual report, but the in terms of reallocating capital away from the less performing or assets that don't have no greater value for us to create to areas that have higher performing and longer term assets, and I think you've seen that and the outcomes of our strategy being the preferred partner on Waterloo and the Glenlee transaction, which is almost complete.
All those prospects are gonna come through in the future years, and I think what you've seen is investors recognize that with the increase in share price over the period and the total shareholder return of some 44% that I mentioned last time. Over the next year or two, conditions will be a bit tight, but what we've done is we've laid all those foundations for future earnings in future years, and when the market conditions improve for housing in particular, we've got a lot of assets that we can put into the pipeline and produce.
Great. So as you said, it's not gonna happen in 2025 , but hopefully, 2026 , 2027 . You mentioned about the reallocating assets. Last year, yous raised about AUD 700 million from the sale of some non-core town centers, I think is the phrase you used for your shopping centers.
Yep, yep.
Is there gonna be more this year?
Sale of non-core? Yeah, we've got a process whereby we look at our asset holdings on a regular basis and determine which ones are fully capitalized, have no further development potential, and then move those ones on to other assets that have got great potential. So it's just a normal process that we go through every year.
So it's very possible that this year or beginning of next year, we're gonna see some more asset sales, which is good because it means it's gonna be more money going into other areas. Great. Thank you.
Excellent. Thanks. Shall we... Yeah?
Chairman, we've got a number of questions online, a couple from Stephen Mayne, so I'll work through these. The first question is in relation to the valuations for the group. The question is: It's pleasing Stockland's market cap has pushed up over AUD 12 billion against claimed net assets of AUD 9.89 billion, so the market is currently seeing AUD 3 billion of value that we can't. Given that real estate trusts revalue their property investments every six months rather than historical cost accounting, why are we being so conservative with our valuations? The question is for our auditor, Jane Reilly , to comment on whether she believes Stockland is being more conservative on the AUD 10 billion valuation for our investments or the AUD 4.05 billion valuation for our property inventories.
Thanks, Katherine. Thanks, Stephen. We've got a couple of concepts in there. Thank you for the compliment on our improvement in our market cap, so much appreciated. We have quite a rigorous asset valuation process that goes on every six months to ensure that the assets that we are required to mark to market are marked to the appropriate market value. The equities valuation for our units that are traded on the exchange really is a separate valuation to an accounting valuation of assets on the balance sheet, and investors value those assets as they see the future cash flows of the business, and that's the value that they put on those assets.
Part of our assets, as in our tangible assets, like our retail inventories, are actually held at cost and aren't valued any year, and the profits for those are realized when we sell them. So that part of the asset book is just held at cost. So really, there's no direct correlation between an asset value and the equities value. Stephen asked for Jane to comment on... Yeah, Jane, do you wanna talk about the rigorous process you go through to review our audit?
Thank you. So further to Tom's response, I think it's important to clarify exactly what the auditor's responsibilities are in relation to the financial statements. The company's financial report is prepared by management, and as outlined in the accounting policies within the financial statements, those policies are in compliance with the Corporations Act and Australian Accounting Standards. The board then approves those financial statements, including statements around fair presentation of asset values and liabilities. The auditor's responsibility is to give an opinion in relation to the financial report taken as a whole, and therefore, as part of our review of those financial statements, we review policies and procedures, and we also provide reference to those areas of the audit that require more significant judgment and estimate to also be outlined in our key audit matters within the audit report.
The reason I draw reference to that is we comment in, specifically in relation to investment properties at fair value and inventory carried at cost around the procedures that we perform in reviewing management's policies, processes, and judgments at reporting date. Tom is correct that investment property is carried at fair value, and we are comfortable in the processes that have been followed, but we don't opine on the individual balance as a whole. In relation to inventory and any kind of market references to future profitability, those profits are not recorded in the financial statements. The assets continue to be carried at cost. So I'm happy to take any other questions if there are any, but-
That's great.
Yeah, thank you.
Yeah. Fabulous. Thanks, Jane. Should I answer the last question?
Uh, yes, there was a follow-up question in relation to tax.
Yeah. Stephen Mayne asked if there was a AUD 3 billion non-cash profit from writing up our investment portfolio to market value or to equity value, whether the shareholders would have to pay more tax. I'm not very familiar with giving personal investment advice or tax advice to our shareholders, so I would have to say you'll have to figure it out for yourselves. But as you know, distributions from our REIT, our trust, aren't taxed in our hands. They're taxed in your hands, so
Thank you, Chair. Just a few additional questions from Mr. Mayne. The next question relates to the substantial security holdings on the Stockland register. He notes that BlackRock, Vanguard, and State Street are all substantial holders with over 200 million securities each. He said: "Will you agree to include the percentage holdings these represent in next year's annual report? And is it a concern that the Big Three global index funds collectively own 686.2 million securities on the company with an investment worth AUD 3.65 billion based on Friday's closing price?" He comments that the Big Three index funds have much bigger collective holdings in ASX-listed company properties and other sectors because they sell Australian property ETFs to clients around the world.
Do these global index players have time to take governance seriously at Stockland with individual meetings and engagement, or do they offload their voting decisions to proxy advisors? And then he asked how many of those securities were controlled by the Big Three funds themselves as opposed to investor clients.
Thanks, Stephen. I'll try and break that down. In the back of our report, we only have the top 20 shareholders, not all shareholders, so I don't think those math quite work. In terms of whether the big index funds take their governance matters seriously, from our experience, all those large funds take their governance matters seriously. For those that are required to see us or wish to see us, we see them all and meet with them and talk about it, the various governance issues. So overall, I would say, all the ones we meet take it seriously. I think that'll do on that one. Yep.
Thank you, Chair. The next question was in relation to some of the logistics for our hybrid AGM. I might take this one.
Yes, please.
Chair. So Mr. Mayne thanked us for holding a hybrid AGM. He requested us to reconsider our position in relation to disclosure of proxy positions prior to the commencement of the meeting. As we noted at the start of the meeting, we have disclosed the proxy results for the meeting, as part of the speeches today. So, I think we've addressed that query from him. He's also asked whether we could advise the meeting roughly how many of our retail shareholders have participated in the AGM by voting and attending. We'll take that question on notice for next year. Chair, two further questions from Mr. Mayne. One relates to housing, so we might go to that one next for Tarun.
So the question from Mr. Mayne is: The so-called housing crisis is dominating much of the media, and we appear set for a national election based around housing in 2025. Could the CEO comment on what he thinks about Peter Dutton's recently announced AUD 5 billion plan to support housing infrastructure in urban fringe growth areas? Does he have an early view on the announcement by the Victorian government over the weekend to cease planning powers and other rezoning approaches? What aspects of the debate and policy response to housing crisis so far does the CEO welcome, and what more would he like to see happen? And also, as an international student himself, he stayed and prospered, what does he think about the current immigration debate in Australia, and how important are international students for our business?
Thank you for the question, Mr. Mayne. I think firstly, I just wanna start by, you know, our legacy at Stockland. Of 70 years, we've been building homes and, you know, developing homes for Australians, so we're very proud of that legacy, and we are working hard to make sure that in the current climate, we can provide more affordable homes for Australians. So we've actually been remixing our business, and increasing more affordably priced, homes for our customers because affordability is challenged because of all the reasons that you would know. So that's the first thing. In terms of, you know, the key issue at play is really supply. We have a structural undersupply of housing in Australia for a number of years, and with high population growth, that structural undersupply is becoming more acute.
So supply is certainly the biggest lever that we can pull, so we welcome and are encouraged by various announcements by federal and state governments for reform in speeding up planning reform, contributions to infrastructure, targeted contributions to infrastructure funding to state governments and local government to speed up housing, which we would participate in. We've got a number of projects that we could accelerate if those fundings came through. But supply is not the only lever. We in Australia need to continue to acknowledge that we have to work on the continuum of housing, which is greater diversity of housing and different financial structures because of the evolution of our demographics and affordability metrics that our Australians have. And again, Stockland's playing its role.
We've got, obviously our master-planned communities, where about, you know, a large proportion of our buyers are first-home buyers, but also land lease communities, where older Australians can come into those new housing formats and release their family homes for younger generations to take those up. So it is a complex problem, but we are encouraged by the moves the various governments and other institutions are making in this direction.
Thanks, Tarun. Thank you.
Chair, just one further question from Mr. Mayne for this discussion. He has a question in relation to the role of takeovers in Australia. So he points to the fact that there have been 27 major takeovers above AUD 200 million completed so far this calendar year, with 10 other deals announced, and that this is resulting in a number of big cap names leaving the ASX. His question is: "There is a clear mispricing between public markets and private markets. Why are public markets not valuing ASX-listed companies like Stockland more highly? And what are we doing to avoid being gobbled up like so many other companies? Does the Chair agree this is a problem for the nation, particularly with so few new floats replenishing ASX ranks?
Thanks, thanks, Katherine. Thanks, Stephen. Do I think it's an issue? No. The market forces that drive takeovers and IPOs and people selling businesses is really what drives that level of activity. The government has two institutions in place to control those items. One is FIRB, for international takeovers, and the other is the ACCC in relation to competition. So they're the two mechanisms that the government use, and apart from that, it's a market base. In terms of Stockland, what's the best defense for Stockland from being taken over? It's a good strategy and a good share price. And I think today we've got a good strategy, and we've got a good share price, so I think we're all okay. Thank you.
Thanks, Chair. There are no further questions online.
Great. Any more on the floor? Just sort of check. We're gonna move on-
Tom. Oh, there's one over here.
Yep. Oh, sorry, yep. Thank you.
Good afternoon. Dariusz Pietrzak . I have a question about inventories. There are some couple of pages in regards of inventories in the annual report, but do you actually have indication how many houses were sold and apartments by state, year by year? Which and do you think it would be useful to have it? Because I couldn't find it in annual report.
In the annual report, I probably don't think we have that in the annual report, but Tarun, do you wanna.
Yeah, in terms of the breakdown of what we sell, we do provide it in our quarterly and half-yearly and annual presentation, so you can find it there i f that's what you're looking for.
Yes.
Yeah. We can com e and show you where it's available.
It's kind of, it's going as an ASX announcement, right?
Yes.
Yes.
Oh, okay.
It'll be up on the website.
Yeah. Do you think it would be useful to have it in annual report as well, like sort of, have those numbers on annual basis by state?
Well, we could. The annual report's pretty big as it is.
Yeah.
And it's, over the years it's got-
Oh, it's getting bigger.
B igger. Yeah.
Yeah, like Macquarie Bank.
So, we sort of try and decide what has to go in there under the law, and then we decide what other information the market might want, and that's all disclosed on our website, so.
Could you tell us just briefly, like which state has got the biggest numbers in terms of houses and apartments sold over the last year?
Yeah. Again, all this information, I'll guide you to where it's available on our website. But the biggest share of our sales comes from the Victorian market. Roughly for Stockland, in terms of our master planned communities, which is the land subdivision business, it's usually about 40% of our sales come from Victoria. In our land lease communities business, the 55+ though, mostly our sales are coming from Queensland. But Victoria is a growing part of our business. But overall portfolio, Victoria is the biggest contributor, then you get Queensland, New South Wales, and WA, in that order.
Great, thank you.
Thank you very much. I think we got more. Yep.
One more, yep.
Yep.
Hello, good afternoon. My name is Parbury, Piers Parbury. Just, you mentioned something, you mentioned that more charging stations are going in for electric cars. Is the customer charged for that, or is it just provided free?
Yes, so we're rolling out in partnership with Ampol, charging stations across our shopping centers, also in our masterplanned communities and logistics assets, and it is a pay-for-use, but it's a convenience offer. When you're shopping, you can charge your car, but you have to pay for it just like you do on other networks.
Oh, well, that's good. Yeah, so it should be. It's... And you mentioned about the affordable and social housing in a development. Did you say 15% or 50%?
50%, was it?
50%.
50%.
50%.
Oh, right. Yes, I thought it was more likely to be 15%. Right. So that's just provided at Stockland's cost, is it? Is there any assistance? I know there's a big cry out for more affordable housing, which is completely meaningless. What's affordable to one person is not affordable to somebody else. But anyway, cheaper housing. But this affordable housing is for sale, isn't it? It's not rented.
Go on, Tarun.
Yeah. So the reference we made was at the Waterloo Renewal precinct here, nearby in Sydney, where the, you know, we're dealing with the Homes New South Wales, which is the New South Wales Government. And under the proposed deal structure, the way it works is, we will be contributing the social housing as works in kind as land payments, basically. Instead of making land payments, we will develop that housing for Homes New South Wales, and when it's finished, we will contribute that to them, for them to then provide that social housing to the community. So that's the structure of the deal. So when you say it costs us, well, it's the land payment we would have otherwise made.
There is an affordable housing component in our bid, and that, the two together add up to 50%. And most of the affordable housing currently is being provided as part of the deal by our community housing providers that I named. So Link Wentworth, City West Housing, and Birribee Housing for Aboriginal affordable housing solutions. They will take it out. So Stockland will build it, they will pay for it, and then they will provide that service to the community. It's quite a significant and innovative structure for Australia, but in other parts of the world, particularly in Europe and Great Britain, it is a proven model that's been used historically. So we are really excited to be partnering with Homes New South Wales in providing much more significant mixed tenure communities for Sydneysiders.
Thank you. Just to clarify, sorry, I'm being a bit slow today, so the other people buy it or you build it, and then they rent them to the people who live in them. Is that correct?
Yeah, it's provided to social housing tenants and also affordable housing tenants. But Homes New South Wales and our community housing providers will do that. There is, the other 50% is on market, which we, Stockland will develop and sell to you know at market prices. And that's how we pay for the social, land payments.
Oh, good. Now, I've often wondered what prevents, unless there's a clause preventing it, what prevents people from buying a cheaper house and then selling it on the open market in a short time later. So it defeats the object, of course, if you were able to do that, because it just removes it from that affordable housing list. Anyway, I think you've covered that with the fact that it's rented. Thank you.
Thank you. Okay, no movement at the station. Okay. There being no further questions, we will note the financial report, directors' report, and auditors' report, and move on to the other business. We will now move on to the election and re-election of non-executive directors. Resolutions 2-5 relate to the election and re-election of non-executive directors for Adam, Bob, Laurence, and Melinda. The biographies for each director are set out in the Notice of Meetings and are available on the website. We will now hear from each of them, and then I will propose a resolution for each of them in turn. Adam.
Good afternoon. Thank you for joining us at the AGM of your company, Stockland, and thank you for your ongoing support. I'm Adam Tindall, and I'm pleased to have served as a non-executive director since July 2021. I'm the incoming chair of the Risk Committee and have been a member of the Audit, Sustainability, and People and Culture committees over the last three years. The Notice of Meeting has given details of some of my background, so I won't repeat those, other than to note that I bring to the board over 30 years of experience in the property and funds management sectors, as well as my experience in many different organizations, including in the role of CEO.
Over the past three years, it has been a privilege to work with my fellow board members to guide and support the development and implementation of the new group strategy under Tarun. This has involved many key initiatives, including a number of significant transactions, introduction of new capital partnerships, and the group's revised ESG strategy. I have visited many Stockland's assets across the country and engaged with employees across the group, giving me some valuable insights into the organization and its developing culture. I've also had the opportunity to engage with a number of our investors over the last couple of months, taking on board feedback and insights as we execute on our ambitious plans. With your support, I am excited about the opportunity to continue my role with Stockland. Thank you.
Thanks, Adam.
Well, good afternoon, ladies and gentlemen. Thank you for your time this afternoon. My name is Bob Johnston, and I am seeking election today as a non-executive director of Stockland, following my appointment to the board on the first of October. Prior to my appointment at Stockland, I was the CEO of another listed property trust, the GPT Group, and I've had a long and diverse career in the property sectors across many asset classes. I'm excited to be able to bring this experience and deep sector knowledge to Stockland as one of Australia's largest diversified property companies. I've also had the privilege to manage a number of large organizations in the capacity of as CEO, and I believe this will also support my contributions around the board table, supporting management to deliver on its group strategic priorities.
Over the last couple of weeks, I've had the opportunity to visit some of Stockland's assets and meet the asset teams and members of management. It has given me an excellent insight into the culture of the organization and the alignment of the group's strategic priorities right across the group. I'm excited to start my tenure with Stockland and look forward to representing its security holders in my role as a non-executive director. Thank you.
Thanks, Bob.
Thank you for the opportunity to speak today. My name's Laurence Brindle. As you may know, I have served on your board of directors for the past four years, and I offer myself for re-election today. As you will have seen from the notes in the Notice of Meeting, I have extensive work experience in property investment, property development, finance, and funds management, and I have formal qualifications in civil engineering, finance, and investment. I also have significant non-executive experience as a public company director and chairman. I have a good understanding of Stockland's business, its assets, and its people. All of this together, with my network of contacts and relationships in our industry, will, I think, continue to be valuable to Stockland.
Finally, I have both the time and the desire to devote to my continuing work at Stockland. I'm very pleased to offer myself for re-election as a Non-Executive Director of Stockland. Thank you for your support.
Thank you.
Good afternoon, ladies and gentlemen, and thank you for joining us today and for your ongoing support of this great company. I'm Melinda Conrad, and I've been privileged to serve as a non-executive director of Stockland since 2018. During this time, I have been an active board and board committee member, with my recent committee roles being the chair of the People and Culture Committee and Nominations Committee. I bring to the board considerable experience as a company director in a range of industries, including retail, financial services, energy, and technology. I currently serve on a range of public and private boards, including ASX Limited, Ampol Australia, Penten Technologies, and Five V Private Equity. This broad range of sector experience complements the diverse set of skills our directors collectively bring to Stockland.
It is something the Nominations Committee has been deeply focused on as we work through our board succession. During my six years on the Stockland board, the organization has transformed significantly. I'm very proud of the work I have undertaken as Chair of the People and Culture Committee during this period, having supported a successful CEO transition, new director appointments, changes to the group operating model, the composition of our senior leadership team, and our remuneration structure. I'm excited at the opportunity of representing you for another three years at this exciting point in Stockland's journey, and it would be an honor and a privilege to continue to serve as your director. Thank you.
Thanks, Adam, Bob, Laurence, Melinda. Right, so the resolution two is for the re-election of Mr. Adam Tindall to the Stockland board. The resolution is shown on the screen. The re-election of Adam is unanimously recommended by the board. Are there any questions? Hi, Natasha.
Hi, Natasha Lee again, stockholder. I've known Adam for a while now, and I just wanna say that I wholly support his re-nomination. On a related issue, though, I do note that you have reasonably good female representation as far as your non-executive directors, but you are sadly lacking other forms of diversity on the board, and I would like to emphasize and reiterate that I'd like the board to more seriously consider expanding the diversity within the board. Bearing in mind the limitations of getting the skills mix right and the like, but I think that it is important that the representation on the board does reflect the wider community.
Yeah. Thanks, Natasha. Yeah, we agree. Melinda's chairing the Nominations Committee and has the daunting job of looking after the board succession planning over the next two to three years, as we have a few directors running off just past their normal periods. So, I think it's a good point. The question is available people. S o we scan the market looking for highly qualified directors that would be experienced enough to join the Stockland board, and of course, that narrows the pool a fair bit, so. But we do have both lots of diversity in our mind when we look at directors. Yeah. Hi.
Daniel Estigo. I represent proxies for members of the Australian Shareholders' Association. Succession planning is an important part of any business, particularly to ensure its ongoing success. My question is, based on the extensive experience of all the four directors standing for re-election, do you see any as prospective candidates for chairman or chairwoman of the company in the foreseeable future?
Good question. Yes, as I announced last year, this is my last term. It's going to be up to the board to decide who will be chair going forward. It won't be my decision, and so you'll all have to wait and see what that decision is in due course.
Thank you.
Yeah. Okay. Are there any questions online for Adam, Katherine?
No questions online, Chair.
Okay, for those that have not as yet placed their vote, please take a minute to cast your vote for Resolution 2 via the online Lumi platform or the electronic voting device. If there are no more questions on the floor, I refer to the proxy voting, which is shown on the screen, that has been cast on this resolution. Just scraped in, Adam. Well done. The next item for resolution for consideration is Resolution 3. Resolution 3 is for the election of Mr. Bob Johnston to the Stockland board. The resolution is as shown on the screen. The election of Bob is unanimously recommended by the board. Are there any questions from the floor on this resolution? No, there has been one online. Well, it relates to two things.
One is, shareholdings in relation to GPT, so I won't answer that question at all, and the other is, asking when you'll buy stock in in Stockland, and the answer to that is when we allow him. When the trading window is open, I have no doubt Bob will jump in and buy. Now, most of our directors have a period of time to which to build their stake in Stockland up to the required levels. So I think that's...
That's the only question. Thank you, Chair.
Okay, so for those who have not as yet placed their vote, please take a minute to cast your vote for Resolution 3 via the online Lumi platform or the electronic voting device. If there are no more questions, I'll refer to the proxy voting as shown on the screen. Well done, Bob. Congratulations.
Thank you.
The next item for consideration is Resolution 4. Resolution 4 is for the re-election of Mr. Laurence Brindle to the Stockland board. The resolution is as shown on the screen. The re-election of Laurence is unanimously recommended by the board. Are there any questions? Oh, here we go. Oh, done.
No, no questions a nd there are no questions online, Chair.
Great, thank you. For those who have not yet placed their vote, please take a minute to cast your vote for Resolution 4. If there are no more questions, which there aren't, I will refer to the proxy voting, which is now shown on the screen. Well done, Laurence. The next item for consideration is Resolution 5. Resolution 5 is for the re-election of Ms. Melinda Conrad to the Stockland board. The resolution is as shown on the screen. The re-election of Melinda is unanimously recommended by the board. Are there any questions? Hi, Natasha.
Natasha Lee. I've known Melinda for a while, and I support her re-nomination. Although, did I see correctly that there was a bit of a vote against you? And if you'd like to comment on the reasons for that or.
Yeah, I'll... Yeah. Yeah, I can do that. It was by one of the proxy advisors, ISS. We actually tried to meet them, and they refused our request to meet. So it related to one of Melinda's other boards. But yeah, we don't actually understand the reasons why.
Yeah, well, I thought that possibly the only reason would be that they thought that her workload was too heavy with her other commitments, but that's up to them.
Yeah.
But, Melinda, you have my support.
Thank you. Melinda's an excellent director on our board.
We have no questions online, Chair.
For those who have not placed their vote, please do so and cast your vote for Resolution 5. Okay, so I refer to the proxy voting, which is now shown on the screen. Congratulations, Melinda. Resolution 6, 7, 8 , and 9 relate to remuneration. Following the resetting of the group strategy, the board implemented a new remuneration regime in 2022 to align remuneration outcomes to the strategic priorities of the business and achieving results for investors. The board spends considerable time each year assessing the performance and remuneration outcomes for the group and senior executives, and considers a range of quantitative and qualitative factors in its decisions, which we have set out in detail in our Remuneration Report . Resolution six seeks your approval of the Remuneration Report. The resolution is shown on the screen.
As security holders will know, this is an advisory, non-binding resolution, but your board gives great consideration to the views of our investors on the important subject of executive remuneration policy. Are there any questions from the floor? Natasha?
Natasha Lee. Sorry to hog the floor.
No, that's all right.
Your long-term incentives that seem to be over four years. That's sort of a minimum requirement. Companies seem to be moving to five. Maybe you could clarify. I think that someone was correcting me from the floor.
Yeah, it's three years with,
A holding period.
A nd a holding period, I think, yeah, so we're for four, for one more year, so it's four years with-
Yeah
W ith that holding period. Yeah. Yeah, look, we've had, Allan, Allan probably gonna have the same question, but we've had, five years, we've had four years, we've had three years. We're currently at three years with a, with a one-year holding period, so the, the markets move around and shift. We are where we are at the moment. We will- we review that whole structure every single year. But for this year, we've stayed where we, where we are, so yeah.
Okay, that's fine.
Yeah. There's no right or wrong answer, so yeah. Any question, any other?
There's no questions online at the moment, Chair.
No. Okay, if you've not already done so, please cast your vote on Resolution 6. I'll refer to the proxy voting on the screen. Thank you very much. Our next Resolution 7 relates to the grant of performance rights to Managing Director and CEO, Tarun. The resolution is as shown on the screen. The Board proposes to offer participation in the performance rights plan to the Managing Director, Tarun Gupta, who is eligible to participate in the plan as an executive director. Tarun, Tarun's participation in the performance rights plan forms part of his usual remuneration arrangements since commencing his role as managing director and CEO in June 2021. The Board, excluding Tarun, believe that his participation in the plan on the terms and conditions described in the Notice of Meeting is an appropriate equity-based incentive, given his responsibilities and commitment.
In line with the ASX listing rules, security holder approval is sought for the grant of these performance rights to Tarun, the details of which are set out in the explanatory memorandum attached to the Notice of Meetings. The directors, other than Tarun, unanimously recommend that security holders vote in favor of this resolution. Are there any questions on this resolution?
Hello, Mr. Chairman. I've been very nice. I've sat down quite a while. Okay, I've got two questions on this resolution. Firstly, as it says up there, it's asking for 699,000 performance rights, which is 200 x the CEO's fixed annual remuneration, or a value of AUD 3 million. It's only some pages further in the Notice of Meeting that you find out this grant could end up being 1,050,000 performance rights, which convert into fully paid shares, or 300 x his fixed remuneration, or a total value of AUD 4.5 million. My first question is: why was it set out like this? Why is that figure 699,000 as opposed to 1,050,000?
You mean the format in the Notice of Meetings?
Yeah.
I think I'll take your comment on notice about whether we can make it clearer.
Yeah.
But we did set out worked examples in the Notice of Meeting about how that worked. These arrangements were set back in 2022. So they've been around for now three years. I think it's clear to the market what his remuneration package is, but just for clarity, we'll take the point and see if we can make it even clearer in the next Notice of Meeting next year.
Yeah, I really wonder how many people actually realize it. They automatically just vote, but I don't think they actually look and doing the numbers.
I can guarantee you, Allan, every single investor out there.
I wish that would be the case.
E ach institutional investor.
The institutions may
U nderstands it.
The second is, three hundred times fixed annual remuneration. Compared to the other REITs, that seems out of line. Why?
It all goes back to when we set the strategy in 2022, and we wanted to ensure that the leadership team and the CEO had the right level of incentives to outperform. We believe we've struck the right balance and the right level of incentive, and I think it's clearly reflected in the way the investors have understood and accepted the strategy that Stockland has put in place, and has rewarded with us, with very strong shareholder returns over the last probably 18 months to two years now. I think we're on the journey here for a total transformation of Stockland, the business, and its strategy, and we need to have the team focused, and we said that we were gonna reward them if they got there.
There are quite strict hurdles over achieving all these targets, and, if they meet those hurdles, and the rewards are paid out, then every single investor in the market will have done extremely well. So that's how we balance it.
Okay. I just think it's extremely generous compared to others.
He's gotta earn it. Any questions?
Chair, we had one question online from Mr. Mayne, which broadly relates to the company that Tarun formerly worked at. I'll read out the question. You'll call as to whether it's appropriate for us to comment here. Question comments on the Lendlease security price since Tarun commenced as the CEO at Stockland. The question is, "Is Tarun glad he left Lendlease when he did? Does he feel any responsibility for past decisions which have gone bad there, and would the Lendlease share price have been higher if he had stayed at Lendlease?
I don't think I will comment on that one at all. Thank you, Katherine.
Thank you, Chair. There are no other questions online.
Thank you. Once again, please take a minute to cast your vote on Resolution 7, and if there are no more questions, I'll refer to the proxy voting on the screen. Thank you very much, 97%. Our next Resolution 8 relates to the renewal of the termination benefits framework. In line with the Corporations Act, we seek security holder approval for this regime every four years. Further details of the termination benefits framework are set out in the explanatory statement attached to the Notice of Meetings. Are there any questions on this resolution?
Chair, we have no questions online for this resolution.
Great. For those that haven't, please take a minute to cast your vote. And I'll refer to the proxy voting, which is shown on the screen. Thank you very much, 99%. I will now talk to Resolutions 9 and 10 relating to the director fee pool and the increase in the number of directors on the board. The Resolution 9 is shown on the screen. In order to facilitate an orderly transition between retiring and incoming directors, it may be necessary to temporarily increase the number of non-executive directors, which will also impact the quantum of overall director fees paid during that period. The current fee pool has not been changed since 2007, and there is no change proposed for individual non-executive director remuneration.
As set out in the Notice of Meeting, this resolution is directly related to Resolution 10, and the proposal to increase the number of directors on the board to proactively manage our board transition during this period of change and growth at Stockland. As we move through this period of transition on the board, and managing the skills and experiences of incoming directors, we can continue to focus on our commitment to achieve the 40-40-20 gender diversity across all levels of the organization. Are there any questions in relation to the resolution?
Mr. Chair, if I may, can I speak to Resolution 9 and 10 at the same time?
Please do.
Because they're related. ASA, in normal circumstances, will usually approve a NED cap if it's thought the directors are being unfairly or somewhat low paid. And that's very subjective. We do look at the other ones and everything else, and the current directors are basically in line with other companies with a cap of that AUD 12 billion. Yours is a bit low.
Thank you
B ut the other directors are-
I'll pass that on.
A re basically in line. You, well, you're stuck with us. You're only gonna be here for a while. You have to talk to the next guy or girl, and I know I shouldn't say guys and girls, it's just 'cause I'm old, I'm sorry. The fact that this increase of three million, with only two point one seven, according to the annual report, was paid, may raise some concerns, but that's not the reason for our no vote for this one and for the next one. Currently, you have a cap of 10. After this meeting, you'll have eight NEDs and one executive director, which you have a cap of 10, so that gives you one extra at the moment. As shareholders, our board should have been, and I'm sure we're aware, for some time about the tenure of members on the board.
Therefore, you knew that there was going to be changes coming, and just like we want our company's executives to be planning for succession, so we want our board to be planning for succession. We would have thought that this would have been something that would be well in place, and you don't have to do an increase to 12, which I'm sure that all of you will probably agree is not something that really is suitable for this company. However, you know, we know you're talking about a temporary, and I'm sure it would be temporary, but it's like, why? Why wasn't the succession planning there?
Well, that's actually the opposite, Allan. We're actually being proactive here. We have some very experienced directors coming off the board over the next two to three years in quite an orderly fashion. There are opportunities to bring some very good directors on earlier. If we don't bring those directors on earlier, we will probably lose them. So this is all about being proactive, not reactive. We won't be at twelve directors. It's just a temporary number to allow us to bring directors on early.
I n fact, for those directors that come on early, they will have access to the directors that have been on the board now for three terms or longer, for a period of time before they retire off the board. And therefore, the knowledge transfer of something like 10 years of knowledge of Stockland is being able to transfer onto other directors. So whilst that may seem odd, for myself and the rest of the board, that knowledge transfer is actually quite important. So that's why we're doing it, and it's only temporary.
Yeah, I understand that, and I also, as you say, you have experienced directors on the board, and quite frankly, I would not be surprised if we saw, you know, Laurence Brindle or Kate McKenzie or even Robert Johnston, who just came on today, or Melinda. You have experienced directors. I'm sure, and it's not your choice, I know, but I'm sure that at least one of them is more than capable and very suitable to be the next chair of this company.
Oh, that's a different question. I'm just talking about numbers.
Yeah, but I think that if you were doing succession, you would have been working toward one of those people becoming the chair, and that would have been able to be announced when you step down in a year or so. Okay.
Thanks, Allan. Are there any other questions?
Chair, we have no questions online for Resolution 8 or 9 .
Okay.
Sorry, 9 or 10 . My apologies.
If you have not already cast your vote, please take a minute to cast your vote. If there are no more questions from the floor, I'll refer to the proxy voting on the screen. So, there's 99% support. Thank you. The next three resolutions, 10, 11, and 12 are special resolutions that require more than 75% of the total votes cast by security holders present in person or by proxy and entitled to vote. The resolution is shown on the screen. The company constitution was last amended by security holder vote at the 2021 annual general meeting. As explained in Resolution 9, the key amendment proposed to be made to Stockland's current constitution is to increase the maximum number of directors from 10 to 12, to help facilitate timely onboarding and transition arrangements required for new director appointments. Are there any questions on the floor for this resolution?
Nothing online, Chair.
Great. So please cast your vote. And if there are no more questions, I refer to the proxy voting on the screen. 99%. Thank you. Resolution 11 is in relation to the approval of the proportional takeover provisions. The resolution is as shown on the screen. Under the Corporations Act, the proportional takeover provisions cease to have effect after the third anniversary of their last renewal, unless renewed by security holder approval. The board believes this resolution is for the benefit of all security holders in the event of a takeover. Are there any questions from the floor on this resolution? No? Anything online?
Chair, we have no online questions for this resolution.
Thank you, Katherine. Please take a minute to cast your vote. I refer to the proxy voting on the screen. Okay, over 98% support, so thank you. Resolution 12 is in relation to the approval of the financial assistance for the acquisition of 12 masterplanned communities. The resolution is as shown on the screen. As part of the arrangement for the acquisition of the 12 masterplanned communities by Stockland Supalai Residential Communities Partnership, the security holders must approve to financially assist the purchasing entity to acquire the entire issued ordinary share capital of each of the entities contracting with landowners under project delivery agreements. The share acquisition facility agreement and finance documents, and the financial assistance and its effects are set out in significant detail in the explanatory statement. Are there any questions from the floor? Anything online?
We have no online questions for this, Chair.
Thank you. Please cast your vote. I'll refer to the proxy voting on the screen. As you can see, 99% of the votes in favor. Thank you. The last item of formal business, all persons wishing to cast a vote who have not already done so should now place their vote through your electronic voting device or the online Lumi platform. If you need assistance in the room, please speak to the Computershare staff member. For security holders joining online, if you need assistance with voting, please refer to the instructions available in the online meeting user guide available on our website. I will just take a small pause in proceedings to allow final voting. Thank you, ladies and gentlemen. The polls for voting will now be closed.
Oh, just one moment.
Hang on. For those online, we just have a small technical hitch.
I think Lumi does an excellent job. As usual, year by year.
Excellent. Thank you, Allan. You all right?
Yeah, I just thought that just when I was coming to 9 and 10, I voted for everything else, and all of a sudden, it just stopped. Right?
Yeah, I must have known.
I think it's a conspiracy, but I don't believe in conspiracies, so... Yeah, yeah, it's just funny. I got the last. I'll just give you a few time.
All good? Right. So the polls for voting will now be closed. The final results will be announced to ASX later this afternoon. That concludes the business of the meetings, and I now declare the meeting closed. Thank you for coming, and thank you. Hope you enjoyed the meeting. Thank you.