Good morning, ladies and gentlemen, and thank you for joining us today for the Waypoint REIT 2024 Annual General Meeting, comprising the AGM of the shareholders in Waypoint REIT Limited, and the general meeting of the unit holders in Waypoint REIT Trust. As it's just after 10 A.M., and I am informed by the company secretary that a quorum is present, I declare the meeting properly constituted and open. Please take a moment to ensure your mobile phone is turned off. Recording devices and cameras must not be used during the meeting. In the event of an emergency, please follow the emergency exit signs and the instructions from the venue staff. My name is Laurence Brindle, and I am the Chair of Waypoint REIT.
Joining me today are my fellow directors, Georgina Lynch, Susan MacDonald, Christopher Lawton, along with Waypoint REIT's Managing Director and CEO, Hadyn Stephens, CFO Aditya Asawa, and our General Counsel and Company Secretary, Tina Mitas, sitting over there, who are all present with me here in Sydney. Finally, please welcome our auditor, Jamie Wills, from PricewaterhouseCoopers, and our Returning Officer, Reggie Harbron, from our registry provider, Link Market Services, who are also present here in Sydney. We are holding this annual general meeting today as a hybrid meeting. I'd like to welcome those of you who have joined online. Before we begin, I'll quickly run through some procedural matters. Voting on the items of business today will be carried out by way of a poll. Security holders had the option of casting their vote before the meeting or appointing a proxy to do so on their behalf.
If you have not already done so, you can vote at today's meeting online or in person. You can do so at any time during the meeting, starting from now, as the polls are now open for voting. Voting will close shortly after the end of the meeting. If you need assistance with voting, please see the Returning Officer over there. If you are attending in person or if you are participating online, please refer to the instructions in the virtual online user guide available with your notice of meeting. For those who are participating via our online platform, you'll be able to submit questions by registering as a shareholder or proxy holder and selecting the Ask a Question tab. You'll have the opportunity to submit an online question or a verbal question by selecting the Web phone option.
Please follow the prompts or refer to the online guide for instructions. I will consider the questions online and by Web phone after I've taken questions from the floor. You do not need to wait until we get to the formal item of business to submit your online questions. There may be a slight delay in transmission from when you submit your question to when we receive it, and so I encourage you to start submitting your questions now, and we will address these shortly. If you are attending in person, you can raise your hand once we address the relevant item of business. The notice of meeting was distributed on the twelfth of April, 2024, and will be taken as read.
The formal part of the meeting comprises the presentation of the financial report, directors' report, and auditors' report for the year ended 31 December 2023, as detailed in the 2023 annual report, along with resolutions relating to the adoption of the remuneration report, the election of Christopher Lawton as director, the grant of performance rights to the Managing Director and CEO, Hadyn Stephens, and an increase of the remuneration pool for non-executive directors to AUD 1 million. Before we move to the formal business of the meeting, I will provide a short overview of Waypoint REIT's performance for the 2023 financial year before handing over to our Managing Director and CEO, Hadyn Stephens, to provide a brief business update. Waypoint REIT delivered a solid performance for the year ending 31 December 2023, despite a challenging macroeconomic environment.
Distributable EPS of AUD 0.1648 was in line with both guidance and the result delivered in the prior financial year, which was a pleasing result, given that many of our peers have reported negative earnings growth in recent periods, primarily as a result of rising interest costs. A relatively high level of interest rate hedging in 2023 was a key factor in Waypoint REIT being able to maintain distributable earnings per share at this level. And combined with a strong like-for-like rental growth, lower operating expenses, and a lower number of securities on issue as a result of previous capital management initiatives, all of these things offset negative earnings impact of prior year asset sales and higher interest rates.
Waypoint REIT's management expense ratio, which measures the operating costs of the business relative to the underlying asset base, also remained unchanged at 30 basis points in 2023, despite a 6.4% decline in total assets during the year. Waypoint's MER remains one of the lowest in the S&P/ASX 200 A-REIT index, reflecting our strong focus on minimizing expenses and maximizing distributions to security holders. Waypoint REIT was not immune to the rising interest rates impact in 2023, with the impact being most keenly felt on our balance sheet. The weighted average capitalization rate across our portfolio increased by 39 basis points between December 2022 and December 2023, which drove a 6% decline in the book value of our investment portfolio and a 9.6% decline in tangible assets per security to AUD 2.73.
Despite this, Waypoint REIT's balance sheet remains strong, with gearing of 32.8%, which is at the bottom end of our 30%-40% range, and a high-quality portfolio of 402 fuel and convenience assets across Australia, with a weighted average lease expiry of 8.1 years and a 99.9% occupancy rate. The strength of Waypoint's capital position was affirmed by Moody's in January 2024, with Waypoint retaining its investment grade Baa1 rating as part of Moody's regular review process. Waypoint REIT remains cautiously optimistic about the outlook for the remainder of 2024, and I will shortly hand over to Hadyn to provide a business update. Before I do, I would just like to address some recently announced changes to the Waypoint board of directors.
Chris Lawton joined the board as a non-executive director and Chair of the Audit and Risk Committee in October 2023, following the retirement of Stephen Newton, who had served on the board since Waypoint's IPO in 2016. Chris recently retired as one of EY's most experienced partners, with a career spanning over 40 years and a 25-year focus on real estate, and we welcome Chris to his first Waypoint AGM. The election of Chris is item three in today's agenda. As announced on the 28th of March 2024, I intend to retire from the board, effective at the end of the 2024 AGM. Waypoint REIT is in a strong position, and the time feels right to continue the process of renewal that commenced with the appointment of Susan MacDonald in May 2022 and Chris in October last year.
The board is currently undertaking a recruitment process for a replacement non-executive director, and Waypoint will make an announcement regarding this appointment in due course. On 28 March 2024, the board announced its election of non-executive director Georgina Lynch as chair, with effect from the end of the AGM. Georgina has made a significant contribution to the board of Waypoint since the IPO in 2016, and we are delighted that she has accepted the nomination as chair to provide some continuity during this time of board renewal. It has been a pleasure to serve as chair of the board since Waypoint REIT's IPO in 2016, and I wish Georgina and the rest of the board every success moving forward. I'd now like to ask Hadyn to address the meeting.
Thank you, Laurie, and welcome to everyone attending in person and virtually this morning. Before we turn to the formal AGM agenda, I just wanted to provide you with a brief business update. As foreshadowed at our results in February and formally announced to the market on the 3rd of May, Waypoint REIT has recently executed a new AUD 500 million syndicated debt facility, with proceeds to be used to repay existing debt, provide additional liquidity, and provide funding headroom to cover remaining debt maturities in 2025 and 2026. The new facility is split across a 3-year term loan, 5-year revolving credit facility, and a 7-year term loan, with Waypoint's pro forma weighted average debt maturity as at 31 December, increasing from 3.7 years to 5 years. We're very pleased to have completed this refinancing process, which provides a solid base for Waypoint moving forward.
In relation to our major tenant, Viva Energy Australia, we're pleased to confirm that the acquisition of OTR was completed at the end of March, following receipt of ACCC and FIRB approvals. OTR is a leading independent convenience retailer, and the acquisition significantly diversifies Viva's earnings profile, with further diversification expected as Viva transforms suitable Coles Express stores to the OTR format in coming years. The acquisition of OTR and the planned rollout of the OTR format across the majority of Viva's existing Coles Express network is a very positive development for both Viva and Waypoint as we consider the implications of the energy transition for fuel and convenience retailers over the long term.
Viva's aim is to transform itself over time from a fuel retailer that happens to sell convenience to a convenience and food retailer that happens to sell energy, and OTR provides Viva with a blueprint for how this can be done, with the average OTR site generating approximately 75% of gross profit from the convenience store, compared with 32% for Coles Express stores. Although there's clearly some execution risk for Viva as it rolls out the OTR format, the focus and success of OTR's convenience operations provides us with greater confidence that the expected decline in fuel volumes and profits for operators over the long term, as a result of the energy transition, can be mitigated. The rollout of the OTR format over the next few years may also provide an opportunity for Waypoint to provide development funding in return for higher rents and/or lease extensions.
There's no obligation on Viva to use Waypoint to fund its developments, and no obligation on Waypoint to provide such funding. However, there appears to be a mutual desire from both parties to explore partnership options at the appropriate time. No formal discussions have taken place as yet, however, we look forward to providing more information on this to the market in due course. As previously disclosed, one of the conditions of the ACCC's approval of the Viva OTR transaction was the disposal of Viva's operations on 14 Waypoint-owned sites in Adelaide. Documentation is now being finalised in relation to the assignment of these 14 leases from Viva to Chevron. The addition of Chevron to our tenant base will see them representing approximately 2% of our rent roll once the assignment process is complete.
In relation to asset sales, three asset sales with a combined book value of approximately AUD 9 million are currently in due diligence, and further sale processes are underway. Unfortunately, interest rates have not moved in our favor since February, with the prospect of interest rate cuts later in the year now looking increasingly unlikely. This appears to have dampened the improving buyer interest that we witnessed earlier in the year, with anecdotal evidence suggesting many potential buyers are waiting until the outlook for interest rates is clearer before re-entering the market. We expect this uncertainty to remain a headwind for asset sales this year, but market sentiment can change very quickly, and we still intend to push ahead with our attempts to sell non-core assets with a December 2023 book value of approximately AUD 80 million this financial year.
Finally, Waypoint reaffirms its distributable EPS guidance of 16.32-16.48 cents for 2024, with the lower end of this range assuming the disposal of approximately AUD 80 million of assets, and the upper end assuming that no assets are sold. Other key assumptions are outlined on page 10 of the presentation. With that, I'll hand back to Laurie for the formal proceedings, but before doing so, I'd just like to publicly thank him on behalf of Waypoint's board and management team for his service as chair since Waypoint's IPO in 2016. Laurie's experience and leadership has been invaluable during his eight-year tenure, and we wish him all the best for the future as he steps down today. Thank you.
Thank you, Hadyn. I would now like to move to the formal part of the meeting. Before we consider each item, there are a few procedural matters I'd like to run through first. Firstly, this is a security holder meeting, and only security holders, proxies, power of attorneys, or authorized company representatives are entitled to vote or speak at the meeting. Eligible security holders or their duly appointed proxy or corporate representatives are entitled to vote and have been issued with a yellow voting card at the registration desk. Blue cards are for those entitled to speak but not to vote. Visitors holding a red card are not eligible to speak or vote, but are most welcome to listen. If you believe you do not have the correct card, please see the staff at the registration desk now.
For those security holders participating in the meeting via the online platform, you can cast your direct vote using the electronic voting card that you have received when you validated your registration. If you have any questions about casting your vote online, please refer to the online platform guide, or call us on the number set out in the guide or on the screen in front of you. Before voting on each resolution, the results of proxy voting received at the close of voting at 10:00 A.M. on Monday, the thirteenth of May, will be shown on the screen behind me. When you complete your card, please indicate the manner in which the votes are to be cast by placing a mark in the for, against, or abstain box for each resolution.
I advise the meeting that I intend to vote all discretionary votes given to me in favor of the resolutions in the polls. When the floor is open for questions, if you have a question, please make your way to the stationary microphone, wherever that is in the room. When called upon, please give your name and, if appropriate, who you represent, and present your yellow or blue admission card. For those who are participating via the online platform, you'll be able to submit questions by registering as a shareholder or proxy holder and selecting the Ask a Question tab. You'll have the opportunity to submit an online question or verbal question by selecting the Webphone option. Please follow the prompts or refer to the online guide for instructions. I will consider the questions submitted online and by Webphone after I've taken questions from the floor.
Please place your completed voting card inside the ballot boxes held by the share registry staff located near the exit of the room before the closure of the poll. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders being affected. If this occurs, I will advise you accordingly. The minutes of the previous AGM were approved by the board and signed by myself as chair. Copies are available should any member wish to see them. We will now move on to the items of business for this meeting, as set out in the notice of meeting. There are five items of business. Details of each item were set out in the notice of meeting.
Before we move to the formal items of business, we received some questions that were general in nature, and I will address these now. First question was: What are the plans for petrol if forced out? Well, the answer is the energy transition and its impact on the profitability of fuel and convenience retailers is clearly a long-term strategic consideration for Waypoint, and underpins a lot of the decisions that we take as a management team and board. In relation to Waypoint's plans for a world where the traditional internal combustion engine, or ICE, is replaced by electric vehicles, or EVs, we would make the following points. Firstly, the transition from ICE-dominated fleet to an EV-dominated fleet is likely to take a long time, with EVs currently comprising less than 1% of vehicles on Australian roads.
With approximately 200 million passenger and light commercial vehicles on Australian roads, and about 1 million new vehicles sold per year, of which less than 10% were EVs in 2023, it will be many years before EVs outnumber ICEs on the Australian roads. Although the new vehicle efficiency standards currently being legislated will improve the supply of EVs into the Australian market, the upfront cost of EVs and range anxiety will likely remain headwinds to the EV take-up rates in the near- to medium-term. Secondly, the long-term risk posed by EVs is acknowledged by fuel and convenience retailers, who are adjusting their business models to combat this threat to current revenue and profit streams.
For instance, our major tenant, Viva Energy Australia, recently acquired leading independent convenience retailer, OTR, with the OTR format to be rolled out across most of Viva's network of more than 700 sites over the next five years. According to Viva Energy, the acquisition is expected to significantly diversify Viva's earnings as the OTR format is rolled out, with OTR's existing stores generating about 75% of gross profit from non-fuel sales, compared to around 32% for the average Shell Coles Express store today. And circa 65% of OTR transactions are shop-only transactions, compared with about 50% for Shell Coles Express. Thirdly, a key part of Waypoint's strategy is to support tenants to adapt and evolve their offerings over time as the energy transition accelerates.
This support ranges from simply providing land over consent for site redevelopments and/or the installation of EV charging stations, to acting as a funding partner for site redevelopments, provided the returns meet our investment hurdles. And finally, we also aim to mitigate the long-term risks associated with energy transition through active portfolio management, namely non-core asset sales and being highly selective when we're considering acquisitions. Our aim is to own the highest quality portfolio we can, with sites that are not only able to survive and thrive in the near to medium term, but that are also positioned to remain relevant over the long term as fuel and convenience landscape evolves.
To this end, we have sold around 15% of our portfolio in recent years, with sale proceeds returned to investors through capital returns and security buybacks, with the sale of non-core assets to remain a key element of our strategy moving forward. The next question we received is as follows: Are there plans in the near future about electric charging stations to be put in place in the infrastructure? As a landlord, Waypoint REIT does not have the ability to unilaterally install EV charging stations on our sites. This opportunity sits with our tenants, who generally lease the entirety of the land owned by Waypoint and control all the operations on site.
In terms of our tenants' plans for EV charging stations, we note that our major tenant, Viva Energy, which accounts for around 96% of our income, currently has EV charging stations on 5 of our sites. Viva has also entered into a co-funding arrangement with the New South Wales Government for 30 EV charging stations across its New South Wales network, with 19 of these being sites owned by Waypoint. We expect to see further EV charging stations added to Waypoint-owned sites across the country over the next few years, as Viva rolls out the OTR brand and offering, and we'll provide further information on these plans in due course. So item one of the formal business is the financial report.
It's the consideration of the combined annual financial report for the company and the trust, including the directors' report and financial statements for the year ended 31 December 2023, together with the independent auditor's report, which was sent out to security holders on the 28th of March 2024. A copy is also available on the company's website. As mentioned earlier, Jamie Wills from PricewaterhouseCoopers, our auditor for the 2023 year, is in attendance. Please direct any questions that you have for our auditor through me. As you will notice from your polling cards, there will be no vote on this item. It is a discussion item only. Security holders can ask questions and make comments about the reports and the management of the company. Are there any questions? Tina, are there any online questions?
Moderator, are there any telephone questions?
There are no questions at this time.
Okay, thank you. This concludes our consideration of the financial reports. We now move to the substantive resolutions for this meeting. The next resolution is the adoption of the remuneration report. Under the Corporations Act 2001, listed companies are required to include, as part of their directors' report, a remuneration report, which includes specified information in respect of directors and key management personnel. The directors have prepared a remuneration report for the year ended 31 December 2023, which is included in pages 25 to 39 of the annual report. The Corporations Act requires companies to put to security holders a non-binding vote, to enable security holders to voice their opinion on matters, including in the rem report. The board will consider the feedback from security holders when reviewing the company's approach to remuneration going forward.
I note that voting exclusions apply to this resolution, as set out in the notice of meeting. The board recommends the adoption of the Remuneration Report. Are there any questions? Tina, are there any online questions?
I confirm there are no online questions.
Moderator, are there any telephone questions?
There are no questions at this time.
There being no further discussion, I will now move that the remuneration report for the year ended 31 December 2023 be approved by passing an ordinary resolution as set out in the notice of meeting. The resolution and proxy position are now on the screen, and I would ask you to please now mark your voting card for item number 2. We will now move to resolution 3 in the notice of meeting, the election of Christopher Lawton as a director of Waypoint REIT Limited. Christopher Lawton is eligible to stand for election, and Christopher's biographical details. You can observe his biographical details are set out in the notice of meeting in the annual report. The board, with Christopher Lawton abstaining, recommends Chris's appointment and election.
I now move that Christopher Lawton retire under Clause 8.1 E of Waypoint REIT's Constitution, and being eligible, is elected as a director of Waypoint REIT. Are there any questions? Tina, are there any online questions?
I confirm there are no online questions.
Moderator, are there any telephone questions?
There are no questions at this time.
Okay, your ballot got a tick, Chris. Okay, the proxy position and the resolution are now shown on the screen, and I'd ask you now to please mark your voting card for item 3. The next resolution is the company is seeking approval to be given for the grant of performance rights to the Managing Director and CEO, Hadyn Stephens, as his long-term incentive grant for the year ended 31 December 2024, on the terms described in the explanatory memorandum to this notice of meeting. Are there any questions? Tina, are there any online questions?
I confirm there are no online questions.
Moderator, are there any telephone questions?
There are no questions at this time.
There being no further discussion, I will now move that the grant of performance rights to the Managing Director and CEO be approved by passing an ordinary resolution as set out in the notice of meeting. The resolution and the proxy position are now on the screen, and I would ask you to please now mark your voting card for item number 4. The final item of business, the company is seeking approval that the maximum aggregate amount, which may be provided to all non-executive directors for their services as directors, be increased by AUD 250,000 to a maximum sum of AUD 1 million per year, inclusive of superannuation contributions. Are there any questions? Tina, are there any online questions?
I confirm there are no online questions.
Moderator, are there any telephone questions?
There are no questions at this time.
There being no further discussion, I will now move that the increase of the remuneration pool for non-executive directors to AUD 1 million be approved by passing the ordinary resolution as set out in the notice of meeting. The resolution and proxy position are shown on the screen, and I'd ask you now to mark your voting card for item number 5. Please complete your polling cards now, as they will be collected shortly by Link Market Services. Security holders are reminded that they can submit their vote online until 5 minutes after the meeting closes. To the security holders and visitors participating online, we are pleased that our technology enabled your attendance today, and thank you also for joining us. Ladies and gentlemen, that concludes the business of the meeting.
On behalf of the board, I would like to thank you for your support, and I now declare the meeting closed. The results of the poll will be announced to the ASX later today. Thank you for your attendance and your participating in the meeting. Good morning.