Centuria Capital Group (CNI.AX) Earnings Call Transcript & Summary

Good afternoon, everyone. On behalf of Centuria's Board of Directors and management, I'd like to welcome you to the 2025 Annual General Meeting. My name is Kristie Brown, Chairman of the Centuria Capital Group, and it is my absolute pleasure to address you today. As a quorum is present, I declare the meeting open. I begin by acknowledging the Gadigal people of the Eora Nation, the traditional custodians of the land on which we meet, and I extend my respects to elders past and present. I also acknowledge the traditional custodians of the land across Australia and New Zealand where Centuria operates. This AGM marks my first full year as Chairman, and I'd like to thank you, our securityholders, for your support and acknowledge my fellow directors for their counsel and their commitment. On that note, today, I am joined by my fellow Board members: John McBain, Jason Huljich, John Slater, Joe Dawson and Susan Wheeldon. Also attending the meeting is Anna Kovarik, our Company Secretary; our CFO, Simon Holt; and Paul Thomas, audit partner from KPMG for the financial year ended 30 June 2025. Paul is available to answer any questions regarding the conduct of the audit and the content and preparation of the audit report. I'll start with some housekeeping and meeting formality matters. Firstly, should I ask everyone present in the room to please ensure you turned your mobile phones to silent for the duration of the meeting. The business of this AGM is as set out in the notice of meeting. The Centuria Capital Group consists of Centuria Capital Limited, which I shall refer to as the company throughout this meeting, and Centuria Funds Management Limited as the responsible entity of Centuria Capital Fund. I'll refer to that as the Trust. I'll refer to the collective group as Centuria. Each share in the company is stapled to a unit in the trust. And together, that forms the stapled securities. This meeting is a concurrent meeting of the shareholders in the company and the unitholders in the trust. Every securityholder and proxy holder in the room should have registered on the way in, and all those eligible to vote should now hold a blue card. If anyone believes that they're entitled to vote and they do not have a blue card, please raise your hand or see a member of the Boardroom staff, who are stationed at the registration desk outside the door. Anyone with a green card or a white card is not entitled to vote. If you are a proxy holder, please ensure you cast your vote in accordance with any instructions that you've been given. And as the Chairman of this meeting, I'll be voting all undirected proxies in favor of each item. In terms of asking any questions today, if you are a securityholder or a properly authorized representative, at the relevant time, please raise either your blue or green voting card and wait for a microphone to be brought to you. Before asking your question, I'd appreciate if you state your name. And if you're not a Centuria securityholder, please state the name of the securityholder that you represent. Voting on the resolutions will be conducted by way of poll. On a poll, each Centuria securityholder has 1 vote for each security held. The notice of meeting dated 28th of October 2025, has been in securityholders' hands for the required number of days, and therefore, I propose to take it as read. The company's annual report has been placed on the company's website for your review and has been posted to securityholders who have requested a hard copy. The minutes of the last AGM were signed as a true and correct copy and record of the meeting and are available for inspection on the [indiscernible]. Resolutions 2 to 6 are ordinary resolutions and will be passed if more than 50% of the votes cast are in favor of the resolution. Persons holding Centuria stapled securities as at 7:00 p.m. on Wednesday, the 26th of November were taken to be the securityholders entitled to vote today. Voting exclusions apply to a number of the resolutions detailed in the notice of meeting. I intend to read out and propose each of the resolutions, and we will then conduct the poll on the resolutions altogether. Our returning officer is Andy Ma from Boardroom. Shortly, I'll take you through the formal resolutions on which you'll be asked to vote and show the proxy votes that have been received to date. But first, I'd like to turn to my Chairman address. Since assuming the Chair, I have worked closely with my fellow directors and the executive team to ensure Centuria's governance, risk and remuneration settings remain aligned with our strategic priorities. Our focus has been on disciplined oversight, transparent decision-making and strong alignment between performance outcomes and long-term value creation. During the year, we refined our remuneration framework to reinforce alignment between executive outcomes and securityholder value. The revised structure places greater emphasis on financial performance and capital discipline while maintaining a balanced focus on risk, culture and sustainability. FY '25 presented a shifting backdrop. Inflation and elevated interest rates defined the first half of the year before sentiment improved following the RBA's rate cut in February. In this environment, the Board worked with management to prioritize capital discipline, diversification and balance sheet strength. Centuria continues to perform with resilience, delivering stable earnings, maintaining prudent gearing and reinforcing the foundations for long-term growth. John and Jason will shortly provide detail on the group's financial performance and operational achievements. The Board recognizes and values the discipline and progress delivered across the platform. The key focus for the Board has been guiding Centuria's evolution into a broadly diversified real asset manager. We see significant opportunity in continuing to build a platform capable of generating growth across multiple asset classes. Over the past year, Centuria has continued to advance the strategic diversification, expanding its involvement in real estate credit through Centuria [ Bank ], strengthening our presence in agriculture and retail and pursuing opportunities in adjacent, fast-growing sectors. Our strategic investment in ResetData represents a meaningful milestone. It demonstrates Centuria's capacity to innovate, to enhance existing real estate assets in new ways and to be at the forefront of the development of Australia's sovereign digital infrastructure. This reflects the Board's view that real asset management will continue to evolve, building on our traditional strengths while expanding into complementary asset types. These initiatives, supported by our strong balance sheet and disciplined capital allocation, continue to build a scalable platform for sustained growth. Centuria's success is driven by the dedication and professionalism of its people. This year's engagement survey delivered outstanding results with employees reporting high levels of pride, commitment and advocacy for the business. Across Australia, New Zealand and the Philippines, our teams have navigated a demanding environment with focus and unwavering professionalism. Their efforts underpin our performance, our culture and our reputation. On behalf of the whole Board, I extend my sincere appreciation to every member of the Centuria team. Your hard work, collaboration and commitment have been exceptional, and we are deeply grateful for your contribution. Sustainability continues to be woven into Centuria's governance and investment processes. During FY '25, we advanced preparations for Australia's upcoming climate reporting standards and continue to progress our long-term emission reduction commitments. Equally important is our contribution to the communities in which we operate. Our people volunteered more than 450 hours this year, supporting charities and social enterprise partners, and we are very proud of the positive impact that, that delivers. As we look forward to FY '26, the Board is optimistic. Investor confidence is returning, real asset fundamentals are stabilizing and transactional activity is strengthening. With a diversified business model, disciplined management and a highly capable leadership team, Centuria is well positioned to capture opportunities across both traditional and emerging asset classes. The Board remains focused on supporting management in executing strategy, ensuring strong governance and fostering the culture that underpins our performance. On behalf of the Board, I would like to acknowledge and thank our joint CEOs, John and Jason, for their outstanding leadership and commitment and the entire Centuria workforce, again, for your hard work and your dedication. I also want to extend my deep appreciation to my fellow directors for their diligence and insight throughout this period of transition and growth. Finally, to you, our securityholders, I sincerely thank you for your ongoing trust and confidence. Centuria enters FY '26 with clarity and momentum, and we look forward to continuing to deliver long-term value on your behalf. I'd now like to invite Jason Huljich and John McBain to deliver the joint CEOs address.

Thank you, Chairman, and good afternoon, everyone. John and I would like to add our welcome to Centuria's 2025 Annual General Meeting. It is my pleasure to present Centuria's real estate funds management activities during the year and give you an update on our new technology business – ResetData, which will be followed by John's address detailing Centuria's financial performance, ESG considerations, market outlook and our forward guidance. The FY25 period was initially defined by persistent inflation and elevated interest rates across Australia and New Zealand, but we recognized a notable shift in sentiment following the Reserve Bank of Australia’'s rate cut in February. This policy change marked a turning point for commercial real estate markets, restoring confidence and stimulating renewed investor appetite. At 30 June 2025, Centuria's real estate assets under management were $19.7 billion, comprising $13.7 billion in unlisted real estate and $6 billion in listed real estate. The Group executed $2.9 billion of total real estate transactions activity during the year, including $490 million of acquisitions and $630 million of real estate finance transactions. Our unlisted platform is now a third weighted to alternative real estate sectors, including agriculture, healthcare and real estate finance. Notably, real estate finance activity propelled Centuria Bass Credit's AUM to $2.3 billion, representing a 21% increase on the prior year. Our retail and wholesale distribution capabilities highlighted ongoing investor appetite, with $500 million of capital raising inflows. Institutional capital expanded through $300 million of new commitments, including a newly formed partnership with BGO and the upsizing of UBS’'s warehouse commitment for real estate credit. Centuria actively manages Australia’'s largest listed pureplay industrial and office REITs. Centuria Industrial REIT divested $140 million of non-core assets at an average 12% premium to book value, reported a $57 million valuation gain in the second half, achieved average 34% re-leasing spreads and 5.8% like-for-like NOI growth during the period. CIP recently announced a $60 million on-market unit buy-back, supported by the ongoing disconnect between CIP's trading price and divestment metrics achieved. These initiatives have led to a 17% share price increase over the last 12 months. Centuria Office REIT reported an $18 million valuation gain in the second half, its first increase since FY22. It executed over 24,000 square meters of leasing, and achieved portfolio rental growth of 4.5% for the year. COF continued to receive strong endorsements from its lenders, renegotiating debt covenants and refinancing over $860 million of debt, with no debt expiring until FY28. Replacement costs for A-grade office development remain significantly above COF's implied trading value. This along with the reducing supply dynamics further add to the positive medium-term outlook for Australian metropolitan office markets. Throughout the year, Centuria provided new unlisted fund investment opportunities, which significantly contributed to our earnings momentum. Despite the ongoing impacts of higher interest rates, the Group benefited from $800 million of equity inflows across the investor capital raisings and institutional commitments. Our institutional partnerships now total $2.2 billion of AUM on behalf of 6 global institutions. Among our alternative verticals, Centuria Bass continued to rapidly expand, growing its mid-market presence. Despite increasing market competition, it remains disciplined with its real estate-backed lending activity, positioned for further expansion with the potential for new institutional and retail investment products. FY26 real estate acquisition activity is off to a strong start with the acquisition of a $216 million Port Adelaide Industrial estate, forming Australia’'s largest single-asset unlisted industrial fund. The fund was significantly oversubscribed resulting in the offer closing early and applications being scaled back by over 50%. This extraordinary investment appetite is a clear indication of investor support for the Centuria brand and the relative return advantage our Centuria funds now enjoy. This week we announced the purchase of Australia’'s largest hydroponic glasshouse facility, operated by Perfection Fresh. This is a $168 million facility in Two Wells, South Australia and the asset is being acquired by our growing Centuria Agriculture Fund. This acquisition increases Centuria's agriculture AUM to over $800 million. A highlight of the year was our strategic acquisition of a 50% interest in ResetData, which has delivered Australia's first sovereign AI Factory in Melbourne. This initiative transforms underutilized office space into high-revenue, AI infrastructure, positioning Centuria at the forefront of technology-driven real estate solutions. ResetData is recognized as Nvidia's only Australian-owned sovereign cloud partner in addition to being a Dell Titanium partner. Customer testing has commenced at our AI-F1 facility, with revenues commencing in calendar year '26. The pipeline for further AI factories is robust, with eight sites under consideration. Finally, I would like to thank my fellow CEO John McBain for all his support throughout the year and will now hand over to John for his address.

Thank you, Jason. Also I want to formally recognize Jason's stewardship and the hard work, his real estate and funds management teams have undertaken during the year, not an easy year. Let me begin with a summary of our financial performance throughout FY '25. Centuria delivered a resilient performance during FY '25. Our Group Year-end assets under management stood at $20.6 billion, reflecting the strength of our platform and our ability to capture opportunities across both traditional and alternative property sectors. The Group's operating earnings before interest, tax and depreciation was $172.6 million, up 7% from the previous period, and Group net profit after tax or NPAT was $100.8 million. This resulted in operating earnings per security of $0.122, a 4.3% increase over the prior period and distributions per security rising to $0.104 cents, again, up 4% from the previous period. Centuria's total operating revenues reached $355 million, underpinned by the stability of our property funds management business and the continued expansion of our alternative asset funds. Our recurring revenue streams, including property and funds management fees remained very resilient, whilst property and development finance earnings before interest and tax increased to $27 million as the Centuria consolidated its increased ownership in the Centuria Bass Credit business. Our balance sheet remains robust, with cash and undrawn facilities of $347 million and operating gearing at 12.3% at FY '25 year end. During the second half of FY '25, Centuria received additional $100 million of liquidity, positioning the Group for future growth allowing repayment of the ASX-listed redeemable notes, which we undertook in October 2025. As a result of this, the weighted average corporate debt maturity increased to over 4 years with pro forma average Group margins expected to be below 300 basis points. Centuria remains committed to our ESG responsibilities. During FY '25, we advanced our emission reduction targets, including targeting the elimination of gas and diesel from operations by 2035 and achieving zero Scope 2 emissions through 100% renewable electricity for Centuria by 2035 and 2028 for both operating REIT, CIP and COF. Our workforce diversity targets remain on track, with 50% female representation on the CNI Board, and 44% female staff representation across the wider group. As Jason indicated [indiscernible], we're extremely proud of our community engagement with staff volunteering in excess of 450 hours and including the one-off raising of 185,000 for St. Lucy's school, I think the 12 [indiscernible] we've done that. Looking ahead, we anticipate continued market recovery as monetary policy easing supports real estate fundamental. Our diversified platform position us very well to capitalize on multiple growth drivers across FY '26 and beyond. We're progressing plans for 2 sector-specific REIT IPOs, subject to market conditions and see significant opportunity in expanding our real estate credit and technology verticals. This [ latter ], ResetData, in particular, represents our most scalable growth opportunity as we believe the demand for AI compute capacity will continue to accelerate. We're targeting increased transactional activity in FY '26 with real estate acquisition forecast to exceed $1 billion, approximately double the FY '25 result. In addition to the Two Wells real estate acquisition this week highlighted by Jason, we also anticipate making another announcement this calendar year regarding further growth for agricultural platform. It's nice to see that becoming a more major vertical. Lower Australian interest rates have provided positive momentum for our unlisted real estate fund offerings and the relative return advantage these new funds now enjoy is seeing an extremely strong upswing in demand from our investor base. We've provided FY '26 guidance of operating earnings per security of $0.134, a 10% increase over FY '25 actuals and a distribution per security of $0.104, reflecting our confidence -- ongoing confidence in the Group's potential. On behalf of Jason and myself, we wish to thank our teams across Australia, New Zealand and the Philippines for their dedication and performance for a dynamic challenging year. We also extend our thanks to the Centuria Capital Board and the many independent directors who serve across a range of Centuria companies, without whose commitment and hard work, we'd be unable to deliver the current growth we're experiencing. It's seldom understood the contribution these professionals make to Centuria's performance. I also want to acknowledge the important contribution my fellow CEO, Jason, has made to the Centuria business. Jason and I have worked together as co-founders for 30 years, like a life sentence and his contribution to the evolution and growth of the business has been a crucial component of our success. Finally, we'd both like to express our gratitude to you, our securityholders, for your continued support. I'll now hand back to our Chairman. Thank you very much.

Thank you very much to Jason as well as John. And John, we do know that you have been quite quick to speak. So we especially appreciate you coming. Okay. I'm now going to move on to the first item of business on the agenda. This is to receive and consider the financial report, directors' report and auditor's report of the company for the financial year ended 30 June 2025. I would now like to open this matter for questions. As I said before, Paul Thomas from the company's auditors, KPMG, is here also to answer any questions on the preparation and content of the audit report and the conduct of the audit itself. If you have any questions for the auditor, please direct them to me as Chairman of the meeting. Are there any questions or comments from securityholders in the room? Questions are now closed on this particular item. Thank you, ladies and gentlemen. With that, I shall ask the company Secretary that will be recorded in the minutes that the annual financial report, the directors' report and the auditor's report for the year ended 30 June 2025 were received and considered at the AGM. We will now move on to the next item of business. Item number 2 is the adoption of the remuneration report. The remuneration report is included in the annual report. It sets out details of any payments made to the directors and the CFO and also addresses the policy framework on which those payments are based. We are required to put the remuneration report, which forms part of the company's financial report to a vote. In accordance with the Corporations Act, the status of the vote is non-binding. The resolution is set out in the notice of meeting that the company's remuneration report for the financial year ended 30 June 2025 be adopted. Are there any questions or comments from securityholders in the room? Okay. Thank you. Questions on this item have now closed. I'll now show on the screen the proxies that have been received in respect of this resolution. As you can see, around 76% of the votes received were in favor and 23% of votes are against. I'll move on to the next item. Item 3 is the reelection of Jason as Director. The resolution is that Mr. Jason Huljich be reelected as Director of the company. In accordance with the terms of the company's constitution, Jason retires by rotation at the close of this AGM and being eligible, offers himself for reelection as a director. Jason's experience and expertise and the skills he brings to the Board were detailed in the Notice of Meeting. The Board considers that Jason is an Executive Director and recommends that securityholders vote in favor of this resolution. Are there any questions or comments in relation to this resolution? Thank you very much. Also the questions have now closed. And I will show how proxies have voted in relation to the resolution on the screen. Almost all of the votes received are in favor. Item 4 relates to the reelection of Mr. John Slater as Director. The resolution is that Mr. John Slater be reelected as Director of the company. In accordance with the terms of the company's constitution, John retires by rotation at the close of business of this AGM and being eligible, offers himself for reelection as a director. John's experience and expertise and the skills he brings to the Board were also detailed in the Notice of Meeting. The Board considers that John is an independent nonexecutive director and recommends that securityholders vote in favor of this resolution. Are there any questions or comments from securityholders in the room regarding John's reelection? So the proxies in relation to John's reelection are now being shown on the screen with around 91% of the votes received in favor. I'll move on to Item 5. Approval of the Centuria Capital Group executive incentive plan. The next item of business is to consider and pass as an ordinary resolution that for the purposes of ASX Listing Rules 7.1 and 7.2 and for all other purposes, approval be given to the Centuria Capital Group executive incentive plan, a summary of the terms and conditions, which are set out in the explanatory notes and the issue of performance rights and equity securities under the executive incentive plan during the 3 years following the date of this meeting. The Board supports this resolution and recommends that securityholders vote in favor. Are there any questions or comments in relation to the executive incentive plan? Thank you, Anna. Questions have now closed on that item. The proxies received in relation to the resolution are now shown on screen, again, with almost all of the votes, 99% being in favor. I now move to Item 6. Item 6A and 6B relates to the grant of Tranche 13 performance rights under the Centuria Capital Group Executive Incentive plan to Mr. John McBain and Mr. Jason Huljich. The following resolutions deal with the allocation of performance rights to executive directors. Please note that the securities will only vest if the long-term performance hurdles as set out in the notice of meeting are [indiscernible]. The executive incentive plan forms a key element of the Centuria Capital Group's incentive and retention strategy for senior executives. The resolutions relating to each executive director are detailed on the screen now and are as follows: to consider for all purposes, including ASX Listing Rule 10.14 and if thought fit to pass the following resolutions as ordinary resolutions of the group. Item 6A, approval be given for all purposes, including ASX Listing Rule 10.14, for the issue of Tranche 13 performance rights to Mr. John McBain and the issue of equity securities on their exercise under the Centuria Capital Group executive incentive plan on the terms summarized in the explanatory notes. Item 6B, that approval be given for all purposes, including ASX Listing Rule 10.14, for the issue of Tranche 13 performance rights to Mr. Jason Huljich and the issue of equity securities on their exercise under the Centuria Capital Group executive incentive plan on the terms set out in the explanatory notes. These 2 resolutions will be voted separately as stated on Page 8 of the Notice of Meeting. The Board, other than John and Jason, support these 2 resolutions and recommends that securityholders vote in favor. Are there any questions or comments from securityholders in relation to this item? Proxies received in relation to the first 6A in relation to Mr. McBain are now shown on the screen. Around 84% of all votes were received -- were in favor and 16% against. Proxies received in relation to item 6B relating to Mr. Huljich are now shown on the screen. Again, 84% of the votes received were in favor and 16% against. I now call for a poll on items 2 to 6. Accordingly, for securityholders in the room, if you would please complete any voting card. After that, I will ask Boardroom to collect them for the purposes of the poll. [Voting]

Okay. Thank you very much. In that case, I now declare the poll closed. Ladies and gentlemen, we have completed all of the items of business for today's meeting. We'll publish the results of the poll as soon as possible through a release made on the ASX. Before I close this meeting, I'd like to take the opportunity to thank you, those today in the room as well as those who have joined via the webcast for your attendance at today's meeting. I now declare the meeting closed. Thank you.