Standing by to Georgina Lynch, Chair. Please go ahead.
Thanks today for Waypoint REIT's 2026 REIT Limited and the general meeting of unit holders in Waypoint. I'm informed by the Company Secretary that a quorum has been open. Please take a moment to ensure your meeting. In the event of an emergency, please follow the emergency. My name is Georgina Lynch, and I am the Chair of Waypoint REIT people of the Eora Nation, the traditional owners of the lands on which our sites touch many parts of country where Aboriginal and Torres Strait Islanders. I acknowledge their living culture and the unique role they play is Gai McGrath, Susan MacDonald, Waypoint REIT's Managing Director and Chief Executive Officer, Hadyn Stephens, through Tina Mitas, who are all present with me here today with Sid Coopers, and our Returning Officer, Reggie Harvin, also present in Sydney.
I would like to welcome those of you who have joined online. Voting on the items of business today will be carried out by casting their vote before the meeting or appointing a proxy to sign or in person. You can do so at any time during the meeting for voting. Voting will close shortly. If you need assistance with voting, please see the Returning Officer. Your meeting guide, provided with the notice of meeting and available. Participating via our online platform, welcome. You will be able to submit questions by registering as a shareholder or submit an online question or a verbal question if you have joined the guide for instructions. I will consider the questions from the floor. You do not need to wait until we get. I encourage you to start submitting your online questions.
Raise your hand once we address the relevant item. This meeting was distributed on the 17th of April 2026. Comprises the presentation of the financial report, direct as detailed in the 2025 annual report. The following, the adoption of the remuneration report, the grant of performance rights to the managing director and constitution. Before we move to the fourth and 2025 financial year, 2025, with distributable EPS of AUD 16. Although modest, executive years were stable earnings, with top-line rental growth AUD 1 on-market buyback completed during the year. As at 31 December 2020, across Australia valued at AUD 2.86 billion with a valuation increase of AUD 102 million.
More though had an occupancy rate of 99.9%, with 90% of leases being Triple Net and 90 the ASX-listed Viva Energy Australia. 2025 to 5.61% during the year supported an improvement in investor sentiment and trend. Advantage of this improvement in market conditions in the first half of the year million, with proceeds used to fund approximately 80% during the year, which was completed at an average. As a result of valuation gains across the investment portfolio, Waypoint REIT recorded strong growth in NTA per security, to AUD 2.90 for the financial year ended 31. Gearing at 32.7% at 31 December 2020 target range and being largely unchanged despite the debt was refinanced during the year, lowering Waypoint's overall debt to 2028.
Looking to the obviously key watch points for Australian businesses. The RBA has raised the cash rate by 70 basis points and may potentially lead to softer capitalization rates across the 90% of Waypoint's debt being fixed or hedged for the two is expected to be negligible by in Australia. Again, the outlook here remains to of some interest. It is important to remember a couple of things. I'd like to make these points. Margins in the first three months of 2026 were up in the current environment. Secondly, more indirect operational exposure to the events impacting the middle. We have a contractual obligation to who have a contractual obligations or businesses. Accordingly, Waypoint REIT EPS guidance issued in February, which we refer representing 3% growth in 2025.
To move to the formal part of the meeting matters, I would like to run through first. For powers of attorney or authorized company representatives are entitled to security holders or their duly appointed proxy or corporate representative, excuse me, with a yellow voting card at the registration desk. Those holding a white card are not eligible to vote or speak. You do not have the correct card. Please see the staff at the register. Participating in the meeting via the online platform, you can register. If you have any questions, call the help number set out in the online meeting guide. Before voting on each resolution, the result will be shown on the screen behind me. When you complete by placing a mark in the for, against or meeting. I intend to vote all discretionary votes.
When the floor is open for questions, if you have a question, please. When called upon, please give your name and, if appropriate, who you're getting via our online platform. You'll be able to submit questions by the Ask a Question tab. If you have solution to do so, press star one on your telephone for instructions. I will consider the question on the floor. Please place your completed voting cards in the poll. If we experience any technical issue, depending on the number of shareholders being affected. If this is approved by the board and signed by myself as chair, copies are available to move on to the items of business for this meeting as set out in this. Details of each of item was of business. We received a question that is general in nature. The question is, does Waypoint intend on introducing portfolio or of refueling outlets?
Are EV charging capacity both located at the same premise? Waypoint REIT is not the operator of the sites in the portfolio. Each site and then lease the entirety of the site to the operators on long-term. Suddenly, the opportunity to install EV chargers sits an additional currently have EV charging infrastructure with Viva Energy operator, Evie Networks. Viva Energy also EV charging in New South Wales, and Waypoint REIT has supported REIT-owned locations, which we look forward to seeing in operation. Patient safety and regulatory requirements of EV charging equipment is assessed. We will continue to encourage and support acquiring landlord approval for development consents and unless legal prohibition on co-locating EV chargers with compliance with applicable electrical fire safety hazardous area.
Following that question, I will now. The first is in relation to the financial report, the annual financial report for the company and the trust, including December 2025, together with an additional copy is also available on the company's website. Our auditor for 2025 is in attendance. As you will notice from your polling cards, there will be no vote on this. Shareholders can ask questions and make comments about the reports. Thank you.
[Justin K. Capital].
Good morning.
Look, firstly, it's well run. MER is fantastic. It's a well-run entity. Congratulations. Look, clearly over the last five years, the share price has declined one-off distribution. Five years ago, yesterday it was AUD 2.45. Again, dramatically better than your listed peer, Dexus are declining substantially, and you've been down a bit. The theory is that they should deliver ungeared IRR of 8.5%, IRR. None of them are doing that with the exception of Goodman. I think you are one of the better run REITs out there. The first one is distribution per security, which clearly in recent years it was AUD 0.16 per share in 2021. You're looking at 3% growth in the current year.
The vast majority of your leases having 3% fixed- CPI increases, and then some having market increases, which you've Really the first issue which cuts to share price, because if your distribution hasn't been going up. Over the last five years has the distribution per share? Thank you.
Would you like me to take that one, Hadyn? If you, if you look at the way we've performed over the last five years, the levers that the business has to pull in order to have an impact on a very active capital management plan has assisted us keep I think the IRR over the last five years has actually been 10.5%. We think that in terms of the capital management strategy, we're active in the way we've approached that, we wouldn't have been able to maintain the Understate the amount of work that goes into the market rent process and how we got the outcome that we've got. There is no, there is nothing to pull. For us, it is very hard for us not to be impacted heavily by the movements in interest rates.
Used to maintain the growth that we have maintained. Our lease to a 6.4 year average to be able to continue to do that. Of trying to sort of pursue overly aggressive increase. We just don't think that those. Cost of capital over the last five years. Where we are in terms of our. It's been very solid. It's been consistent. We think of great benefit to our security holders. Is there anything you'd like?
We would have liked to have seen our distributions growing over the last few years. Been selling assets, which in and of itself is dilutive. My peers, it's actually a pretty good result. What they're getting each year. We're a passive rent collecting entity. We would like to see, I think when you compare it to most of our peers, it's actually because they weren't appropriately hedged. Sort of headline growth, higher growth numbers from a lot of. Maintain earnings, grow them slightly last year.
Mentioned the IRR is 10.5%.
Since in 2019, yes.
That's sort of a little bit inconsistent with your end. I appreciate you've delivered a one-off AUD 0.17. You're paying out, call it, five and a half distribution. The shape, this is unlevered. It would lead to 30, 35. We all know that there's many ways to do stats. We all know portfolio, I'm not sure. I'm sure it's right. The fact that the share price has gone down.
I think highly relevant to that as well because we could portfolio that we don't think we would actually get that growth going for. I don't think that we'd be sitting here with a WALE of 6.4 years if we hadn't really sold some of the assets that were actually The non-core asset sales has also impacted. I think that overall stability is what we have selling off assets at a time where it's like, well, they're actually yielding quite well. That's, I mean, because we do think over time that will stand us in good stead.
Look, thank you again. Maybe offline it surprises me.
Since 2019 it is something.
I know, I'm back seven years.
Yeah.
You know, you've done all the right things. It's great. Doing a one-off distribution is great. All the assets, the gearing has stayed probably similar because it has made a big impact. I'd be interested to know offline maybe, but it's the elephant in the room. Again, I congratulate REIT, which has performed poorly, but your NTA is your average WACR. I know that's an average. It's much lower in New South. It's a dark art. It's certainly not a science. I think that is too low. Westfield of the world, which are bulletproof fortresses, fuel and convenience centers compared to a Westfield Bondi Junction or Bondi Junction's a lower cap rate, but their average is probably in the 5s. Many, I think is overvaluing the assets at the moment.
I was a little bit surprised to see in reading the fine print that which for those people who are not familiar with that, well, one, because there's a day-to-day trading price. If you're, you know, three which is the most, the least transparent big portfolios of fuel and convenience centers sold, a dark art, it's not a science. Even your annual report is indicating level two. If we go to page 38, Chair, in the valuation of fuel and convenience properties, energy sources. Totally agree with that. Again, in my view, correct cap rate. What is the alternative? It is 6.2 years. You've just had a number of exercise.
Yes.
At 11% increase. That's great. We may not be exercised. I'd just be interested in five sites in the event that some of them become unviable cap rate is too low. I note good zonings, which, you know, is nice for alternative use deals with the obsolescence of some of your sites because some of them are going to become obsolete. Do look at quite a few REITs. I would have thought your WACR should have. They, in my view, they're the key issues because if that done a half, if a number of your sites become obsolete, you know, the distribution is important, but I think 10 years. Appreciate your comments, Chair. Thank you.
Thank you. What you're driving out there, David, sort of where the acknowledge and closing the gap remains a key focus. When we come together as a group, we're constantly focused. We can pull to try and grow that gap. Actually trying to drive that we've just gone through, which you've just outlined, is a key one. Fundamentals of all the assets so we can achieve the best possible outcome in terms of where they started and where Viva started through there to actually understand the fundamentals of those assets and get a good outcome. For our shareholders, your overarching question about, oh, we have to rely upon what the independent valuers, discussion and testing that goes on at the management level with the value, quality of this breadth. The way it works, means that we're heavily reliant.
We obviously go through a process of valuation renewal. When we do, it's actually very interesting, rental in terms of a different valuer's view on where our valuation that we can take into account at the moment. We don't have any reason to feel that the quality of the valuation exercise and stand behind it. Use of sites. We worry about that as well. That's why we have now, we've really been trying to look at our portfolio and say, well, we've said, but what's wrong with that asset? Then the way the fundamentals around why they appear on the face and to be high performing assets and have performance that are at risk. That constant recycling of how do we think about leaning to your question around obsolescence.
We do turn our minds to that quite a lot. It's obviously a key, our next major renewals are coming up and we're already leaning into that saying, what do we think is going to happen then? Haydn has a fantastic statistic. There's AUD 250 million I know Dietz knows it off the top of his head because Haydn beats it into us.
When you step back from it and look at the Australian market at the moment, 2% of them are EVs. That's battery electric and 13% of those were EVs. That's ticked up a bit this year with what's going on with percent in April, just those numbers are just a share of fleet. Even if you assume one in every two make up 25% of the overall fleet in 10 years time, it's going to happen. Just the mean that it's something we should just not worry about. It's absolutely. We do think it's going to take a long time. Concerns around these sort of first generation options and maintain a as high quality portfolio as we can.
We're not going to exercise the option on everything, but those options. If they don't, there's plenty of alternate operators today that will step. You know, I guess on the sites as well, as many of you will know, Viva. Bringing that convenience element inside, but also bought the OTR business. If they deliver on that opportunity, then that mix between convenience and fuel convenience with 25% from fuel, which is the inverse of what Viva. A lot of elements at play there. It's not something that we are, just sort of as options are exercised for every, you know, we've got 10-year options. August this year, I think that's the right point in time to be looking at those sites in 10 years' time, or are we better off selling it today?
That's, I guess, but not every site is going to become obsolete as well. It's a very, very site specific. Can't sit here today and tell you that we have all the answers to that. Just one final thought.
Sites. You know, firstly, what's your guesstimate, 10 years' time? Is it 20%? Whatever. Secondly owns the Rose Bay fuel station.
It's a few of them.
Yeah, we've got a few.
You know, there's always, you know, if the valuer happened to do a DCF on lease, write them down to a terminal value of zero, which they won't be. Zero, or some of them might go down a fair bit if they become obsolete. Secondly, what proportion of your sites alternative use, residential development, whatever, options aren't exercised. Thank you.
All right.
I look, won't be of options that won't be exercised. I say that We thought that, for this most recent tranche, we thought that all right, but I think our view will be the market. I don't think it would be my guess, you know, as a guess. In terms of sites that are worth much more value potential opportunities across our portfolio, from the really high-performing sites as well, that you're unlikely to get your hands on. To try and put a little bit of math around it, and, you know, you gotta realize 395 development potential, you've gotta go through each one of those and go through a proper feasibility analysis.
Beyond our portfolio is 40%, so that's what the government says the land two or three years ago, looking at the residual land value usual sites. Across the portfolio, that was 50%. Land, you know, metro land values have been increasing you're probably looking around that 60% mark. In saying that's something we will disclose to the market in due course. When we were looking the performance of the sites, we do get some data from Viva that whether or not we think Viva will exercise the option and stay or not, we'll look at use for that, for that site.
The assets, but it was just going through that process of, if Viva leave, we can't find anything, there's not a lot you can do with it, hence the underlying land value of 20% or less improving the underlying land value of our portfolio. That's something.
Questions? Any online questions?
There are no online questions.
Moderator?
There are no questions on the phone line at this time.
Direction of the financial reports. We will now move to the substantive resolution point. Report is the first. The first resolution is the 2001, listed companies are required to include as part of their that information in respect to directors and key management personnel included in pages 43 to 58 of the annual report. Security holders a non-binding vote to enable security holders consider the feedback from security holders when reviewing the company's approach to voting exclusions when apply to this resolution report. Are there any questions? Are there any online questions?
There are no online questions. No questions on the phone line at this time.
There being 31 December 2025 be approved by passing an green. I would ask you to please now mark your voting card. Before moving to item three, to present the next item, given the item.
Thank you, Georgina. Good morning, as a director of Waypoint REIT Limited. Georgina Lynch is out in the notice of meeting and the annual report. The board with Georgina I'll now invite Georgina to say a few words to security holders.
Good morning, fellow directors, shareholders, and candidate for re-election to the board of Waypoint REIT. I am grateful value to our investors. Over the past three. My executive and board experience has given me a deep understanding of the dynamic at hand, how strategic investment, disciplined capital management. Since transitioning to non-executive roles in 2000, one of Australia's leading integrated property developers. This sector, urban development, sustainability, and the ASX listed space, where I'm currently serving as a non-executive transparent governance and resilient board models. Vehicle with two Viva Energy-appointed directors and three independent. After 10 years, the vehicle is now internally managed with four in recent years, and I have been delighted by the skills I am obviously the last standing member of the original board. To assist the board engage an external governance late last year.
Following that review, it became clear critical driver to long-term value creation for Waypoint REIT. As I approach 10-year tenure, I was encouraged by the support for the decision for me to stand voted in favor of my election today. I stand against that preserves institutional knowledge and reinforce bring the breadth of my experience, strategic insight, and position to thrive in a rapidly changing environment committed to delivering the strategic goals the organization has set.
Thank you. Proceed to a vote. Are there any questions? Mr. Kingston.
Thank you, David Kingston. Look, I see a lot of companies I think culture comes from the top. Hadyn, all I'd say is I'm staggered that, no, I don't know who the hell they are, but I think elected well, and I think you did a great job. Thanks.
Thank you very much.
We have one question from Stephen Mayne. Thanks for disclosing the proxy's proxy advisor recommendation.
no, all these resolutions, so, I have no real.
Any other online questions, Tina? No?
Line at this time.
Okay. I now move that Georgina motion, and being eligible, be re-elected as a director of Waypoint REIT. Resolution and proxy position are now on the screen. I will now hand the meeting back to the Chair, Georgina Lynch.
Thank you, Chris. The company is seeking approval to be given for the grant of the year ending 31 December 2026 on the terms described. With Hadyn Stephens abstaining, unanimously re- Managing Director and CEO. Are there any questions?
There is one question from Stephen Mayne. When disclosing the outcome of shareholders voted for and against each item, similar to a scheme, on all resolutions and insight into the chronically low ASX Suncorp, Tabcorp, Myer, Flight Centre most recent AGMs?
Well, thank you for the question. I'll take that one on notice, and that is certainly something as a board we can circle- Are there Moderator, do we have any tele- There being no further discussion, I will now move that the grant of performance or ordinary resolution as set out in the notice of meeting. The resolution. Now mark your voting card for resolution number four. Matter today, the amendments to the trust constitution. Revoke and replace Clause 8.1 of the document tabled at the term purposes, and as described in the explanatory memorandum. Notice of meeting. The board unanimously recommends that securityholders. Tina, are there any online questions?
There are no questions. There are no questions on the phone line at this time.
Thank you. Should be amended in the manner set out in the explanatory memorandum. The resolution and proxy position are now on the screen. Please complete your polling cards now. Securityholders are reminded that they can submit their votes participating online. I would like to thank you very much for your attendance, and I now thank you for your participation in this meeting.