Charter Hall Retail REIT (CQR) Earnings Call Transcript & Summary

November 1, 2023

Australian Securities Exchange AU Real Estate Retail REITs shareholder_meeting 40 min

Earnings Call Speaker Segments

Roger Davis

executive
#1

Well, good afternoon, everyone, and on behalf of the Board of Directors of Charter Hall Retail REIT, it's my pleasure to welcome you all to the 2023 Annual Unitholders Meeting of Charter Hall Retail REIT. My name is Roger Davis, and I am the Chair of the Charter Hall Retail REIT Board of Directors. It's now 2:00 p.m., and the necessary quorum is present, and I, therefore, declare this meeting properly constituted and open. I'd like to commence today's presentation with an Acknowledgment of Country. Charter Hall acknowledges the Traditional Custodians of the land on which we work and gather. We pay our respects to Elders past, present and emerging and recognize their continued care and contribution to Country. I would now like to introduce my fellow Board Directors: Sue Palmer, Independent Director, who is Chair of the Audit, Risk and Compliance Committee; Michael Gorman, at the other end, Independent Director and a member of the Audit, Risk, and Compliance Committee; Ben Ellis, the Charter Hall Retail CEO; David Harrison, Charter Hall Managing Director and Group CEO, who is currently traveling and sends his apologies. Also present today and I welcome: Joanne Donovan, our Head of Retail Finance; Mark Bryant and Rebekah Hourigan, our Company Secretaries; and Ryan McMahon from our auditor, PricewaterhouseCoopers, who will be available to answer any questions about the audit of the financial statement from unitholders. CQR's strategy is to be the leading owner of convenience retail property. This year, our portfolio of convenience retail assets has continued to demonstrate its resilience, despite the challenging economic environment for the commercial property sector with high inflation rates and record interest rates from the Reserve Bank of Australia. Importantly, consumer spending in convenience retail has remained incredibly resilient, buoyed by low unemployment, this has unlocked some 3% income growth, 98% occupancy, positive leasing spreads and strong footfall across the Charter Hall Retail portfolio. As a result, net operating earnings per unit increased 1.1% to $0.287 per unit and distributions per unit increased 5.3% to $0.258 per unit. Asset values have proved resilient despite the macroeconomic environment, with net tangible assets of $4.73 per unit showing a 3.7% decrease on financial year '22, following a valuation update for the 6 months ending the 30th of June 23. Ben will talk in more detail to the financial highlights of the year in his address. The bottom line is that your company's balance sheet remains strong with positive net property income growth, boosted by CPA plus leases in the long WALE portfolio and 59% inflation-protected income streams over the entire portfolio, largely offsetting any cap rate and valuation weakness. Conservative balance sheet gearing of 29%, with see-through gearing slightly higher, only further strengthens our capital management. Our diversified and well-balanced long-term debt maturity profile, with no maturities before 2026, and 70% interest rate hedge levels in 2024 adds further capital management strength and positions us favorably to address much of the interest rate and inflation challenges the real estate market is currently facing. As a Board and management team, we've been focused on delivering our convenience retail strategy. Since 2018, we've been actively curating our convenience retail portfolio and growing our major tenant customer composition. In 2018, CQR had 4 convenience retailers: Woolies, Coles Group, Wesfarmers and Aldi, representing 48% of the REIT's total portfolio rental income, with less than 3% of major tenant leases benefiting from annual CPI-linked rent reviews, and there were no triple net leases within the fund. Although the percentage of supermarkets in turnover was a market-leading 53% at the time, the rental growth delivered by major tenant customers was only modest. By contrast and through active curation of our portfolio, CQR's portfolio and major tenant rental growth profile now looks significantly different. CQR now consists of a high-quality, predominantly metropolitan convenience shopping center portfolio, complemented by a portfolio of triple net lease convenience, long WALE retail assets benefiting from CPI-linked rental reviews. With the addition of Ampol, BP, Gull and Endeavour Group portfolios, the fund now has 8 major tenant customers that deliver 57% of total portfolio income, significantly improving the quality and the resilience of our income growth. For financial year 2023, these 8 major tenants also delivered 3.7% income growth, over 3x what the portfolio delivered prior to accretion and importantly, over 35% of this income now comes from triple net leases that deliver true and consistent inflation-linked rental growth with no capital expenditure drag. As we look to the future, CQR's portfolio is structured to continue to deliver strong underlying rental growth and a resilient and growing income stream for investors. CQR also continues to deliver on a sustainability commitment of net zero emissions by 2025. The REIT has now installed 20.2 megawatts of solar across 38 locations and have 9-megawatt hours of battery storage installed across 5 locations. We remain on track to provide 100% renewable electricity to the common areas of all our shopping centers in 2025, and we've seen an improvement in the NABERS Energy and Water portfolio ratings up to 4.9 and 4.2 stars, respectively. Pleasingly, the portfolio also achieved a GRESB score of 90 in the 2022 GRESB assessment, an improvement of 11 points, ranking us in second place for Australian and New Zealand listed retail entities. In addition to CQR's environmental commitments, we recognize the important role our centers play in our local communities. This year, our shopping centers continue to champion belonging, understanding and inclusion through a National Reconciliation Week, which is an important time that all Australians can learn about our shared histories, cultures and achievements. As part of CQR's ongoing giveback commitment, we also provided over 3,000 lunchboxes for children within our local communities through our back-to-back school campaign and proudly partnered with WorldPride to celebrate their Rainbow Runaway activation. Throughout '24, we continue to proactively enhance our environmental achievements, and we'll work with our communities to provide ongoing and meaningful support. Finally, good governance remains an important element of sustainability and is something your Board of Directors are largely focused on. We're structured so that we have a majority of independent directors on the Board whose role is to ensure management adhere to the agreed strategy of CQR and make decisions in the interest of all unitholders. In so doing, the independent directors maintain oversight of all the services provided by the Charter Hall Group to CQR, ensuring a level of service that is consistent and appropriate for the fees charged. Within this capacity, we regularly engage external consultants to benchmark these fees to ensure they are appropriate and consistent with market standards and that CQR unitholders are receiving value for money. In so doing, the independent directors also approve all major transactions, asset purchases, related party fees and capital expenditure, in addition to appointing the external auditors to audit the accounts and independently approve CQR's financial status. In fulfilling these duties, I'd like to again assure unitholders that your directors are ever mindful of their responsibilities to act in the best interest of unitholders. Finally, I'd like to acknowledge that the achievements I've outlined today have all been achieved as a result of the management of the REIT by the Charter Hall Group. Investors in CQR received the benefit of the quality and experience of Charter Hall's capabilities, including opportunity identification, acquisitions, asset management, property management, development, finance, legal and treasury services, a comprehensive range of offerings. The Board remains committed to aligning with best practice frameworks to support transparency and disclosure. Finally, I'd like to thank you, our unitholders, for your support and continued investment in CQR. I'll now hand over to Ben Ellis, Charter Hall's CEO, to review this year's financial and operating performance and to discuss the outlook for 2024. Thank you.

Ben Ellis

executive
#2

Thank you, Roger. Good afternoon, ladies and gentlemen. CQR continues to deliver a growing and resilient income stream for our investors. Operating earnings per unit were up 1.1% to $0.2871 for the period and distributions per unit were up 5.3% to $0.2580 compared to FY '22. This was a result of total net property income growth of 7.2% to $237.6 million for the year. This increase was driven by same-property NPI growth of 3.3%, with like-for-like convenience shopping center NPI growth of 3.1% and like-for-like convenience long WALE retail growth of 4.7%. Further growth was delivered from full year impact of our off-market investments in Butler Central and the Ampol portfolio in late FY '22, along with the Z Energy, Gull and LWIP2 investments in this period. For the period, we completed 420 leasing transactions and again achieved positive leasing spreads of 2.5%, demonstrating the strong trading of our convenience retail centers. This continued strong leasing activity translated into portfolio occupancy increasing up to 98.6% from 98.5% in FY '22. Same property NPI growth remained strong at 3.3%, driven by a unique blend of inflation-linked rental growth from our convenience long WALE retail assets and turnover rent from majors within our shopping center portfolio complemented by the fixed rental increases from our specialty tenants. MAT growth, or moving annual turnover growth, across the shopping center portfolio was strong. Total MAT growth of 5.9% was up significantly from 0.41% in FY '22. This strong portfolio MAT growth was driven by supermarket growth for the period being up 4.3% and exceptionally strong MAT growth from specialty of positive 9%, up from minus 3.7% in FY '22. This has resulted in all-time high specialty sales productivity of $10,489 per square meter, up from $9,894 in FY '22. These strong operating metrics and increased exposure to high-quality triple net lease long WALE convenience retail assets benefiting from annual CPI rental escalations again demonstrates the strength of CQR strategy and our ability to deliver ongoing and resilient income growth for investors. CQR's portfolio WALE remains stable at 7.4 years, following the off-market acquisitions of the Z Energy, Gull and LWIP2 portfolios as well as strong leasing renewal activity. Importantly, the portfolio now has 59% of total income growth directly or indirectly linked to inflation, with 24% of income growth linked to CPI and a further 35% of total income growth indirectly linked to inflation through turnover rent mechanisms. Our long WALE convenience retail assets now represent 25% of CQR's portfolio by value and 19.5% of total portfolio income. These assets are all triple net leased, meaning they're free of any capital expenditure and provide a true AFFO yield for CQR investors. The rent review mechanisms are all CPI-linked, delivering meaningful income growth to the portfolio with the long WALE convenience retail major tenants delivering 6.2% growth in FY '23. These long WALE convenience retail assets complement CQR's existing convenience-based portfolio and provide valuable diversification benefits, enhanced tenant covenant quality and security of income with strong major tenant income growth profile. Looking at our portfolio tenant composition, we are pleased to have added Gull to our portfolio and extended our existing relationships with Ampol and Endeavour Group, again, increasing the diversity of our major tenant income. As Roger has mentioned, CQR's total portfolio income from major tenant customers increased to 57% and our major tenant rental growth in FY '23 was positive 3.7%, up from an average of 1.2% prior to the curation of the CQR portfolio. Following these off-market acquisitions in FY '23, Ampol, Endeavour Group and Gull are now the fifth, sixth and ninth largest tenant customers, respectively. Across the major supermarket providers, we remain well balanced between Coles and Woolworths and continue to partner with Aldi. Importantly, when looking at our exposure to any one specialty retailer, it remains limited, and we retain a clear bias towards everyday needs and convenience-based retail, food and services. Annually, we continue to engage Monash University's Business School to survey our center-based tenant customers to deeply understand their satisfaction levels within the CQR portfolio and their dealings with the Charter Hall management team. For our annual CentreSAT survey, we again achieved a market-leading 97% participation rate from our tenant customers, with over 1,100 tenants providing us with their feedback. Notably, our tenant customers ranked us first amongst all our major peers in likely to recommend for the third consecutive year, and we maintained the highest satisfaction score for overall CentreSAT. We also maintained high satisfaction scores on all key metrics. And once again, our tenant customers told us that it's our people and the way we communicate that are our greatest strengths. Throughout the past 12 months, it's the Charter Hall team and the commitment to maintaining strong tenant customer partnerships that has been critical in the ongoing delivery of CQR strategy. I'd like to acknowledge and thank our teams for their continued efforts and the important work they do each day in our centers and with our tenants. It's this ongoing focus on our tenant customers that lead to high tenant retention levels and center occupancy levels. In conclusion, I'd like to reiterate that CQR strategy remains consistent and is focused on nondiscretionary convenience retailers providing income growth and resilience. Our expectation is that positive leasing spreads, high occupancy levels in MAT growth will continue. We also expect to benefit from direct and indirect inflation-linked rental growth and our exposure to CapEx-efficient triple net leases. We'll remain diligent in enhancing the portfolio quality through curation and active asset management complemented by increased focus on long WALE convenience retail assets. I'd like reaffirm that barring any unforeseen events, FY '24 operating earnings per unit is expected to be $0.274. The distribution payout ratio range is expected to be 90% to 95% of operating earnings. And based on yesterday's closing price, this represents approximately an 8.3% distribution yield. In closing, I would like to thank the Directors of CQR for their ongoing guidance and support in the running of CQR and to you, our unitholders, for your trust and support. I'll hand back to Roger to conduct the formal business of the meeting.

Roger Davis

executive
#3

And I'm conscious of the fact there are a lot of figures here. So if you have any questions afterwards, we're more than happy to explain them. I'll now pause to ask if there are any questions from unitholders here today. Sure.

Unknown Shareholder

shareholder
#4

[indiscernible] is saying that they have to sell properties to progress because of the higher interest rates. You've made some comments about interest rates here in the -- and so I'm anticipating it's probably not a big problem for you, but it could be an opportunity as well. So I just wanted your thoughts on the situation regarding the higher interest rates for the vehicle we've got here.

Roger Davis

executive
#5

We're very conscious of the impact of higher interest rates on profitability and on the balance sheet and we're spending an enormous amount of time trying to position ourselves. As I indicated, in terms of high interest rates, we're 70% hedged at the moment, which protects us for the short term. Unfortunately, the short term quickly becomes the long term and in 2026, our hedge rate declines. Two ways to manage that, of course. One is through hedging, the other is to sell assets and use that to slightly reduce leverage. We believe with 29% balance sheet leverage, we're not overexposed and we have the right capital structure to support our assets, but we will be moving over time to selectively sell assets in low growth, nonmetropolitan areas that don't fit our long-term strategic profile. And we'll use that to support reduction in leverage, along with other capital management opportunities. So it's something that we're conscious of. Bearing in mind the sale of assets to reduce leverage is not something you do tomorrow morning. Identifying the asset, finding a buyer, settling the assets, it's a longer-drawn process than we would otherwise like to see. So I hope that gives you some sort of comfort.

Unknown Shareholder

shareholder
#6

Yes. My feeling is that this could be a cascading thing now if a lot of assets start to be sold by different vehicles. It's kind of -- the valuations because it's going to be a market where they'll find trouble to get the price.

Roger Davis

executive
#7

Yes. I think -- if you look at the -- real estate is a long-duration asset in a high interest rate environment. It's not the best asset class to hold. We believe that convenience retail where we play has high transaction visibility. Values are remarkably stable. Even our convenience asset values were only down 0.6% last year, with strong evidence from -- we're not dealing in $500 million, $1 billion office retail. So one has to be careful in understanding the segment in which you play. There is weakness in cap rates. But the impact on our balance sheet is protected by virtue of the fact we have high growth. So yes, the cap rates may be increasing, getting worse, but our strong income level, as Ben and I have elucidated, is protecting that deterioration in value. And if we can keep asset values relatively stable, then the impact on leverage is minimized.

Unknown Shareholder

shareholder
#8

I was wondering if you do need to sell assets, who would be the buyers?

Roger Davis

executive
#9

A lot of private superannuation, high-worth net worth individuals. Again, we're not talking $0.5 billion. We look regularly. In fact, we just came from a meeting where we looked at all the transactions. One of these shopping centers is $50 million, $100 million, and people are still buying and they're buying. You would have noticed this morning announcements from one of our competitors. They sold assets at a premium to book. So there's a lot of liquidity in the market at our -- in our segment at our level. So no, we're not seeing -- we're not worried about that at all.

Ben Ellis

executive
#10

I think I'd just also add that during the course of the last financial year, we sold $150 million of properties to selected buyers, as Roger articulated, and I think it's about the ability of the broader Charter Hall capital transactions team to identify those opportunities. And we're very fortunate to be part of the Charter Hall Group in that regard.

Roger Davis

executive
#11

So we want to pivot towards this CPI plus triple net lease portfolio. We want to be metro-based, and we want to have assets that consistently deliver high growth. And within that, we've got our, I call it, the dirty dozen, the half dozen, dozen names that we will seek to curate and move out of in time at the appropriate price to the appropriate conditions. So nothing new for that. We've been doing this for the last 4 years, and we'll continue to do it. But your company has a strong balance sheet, strong income growth, is well positioned, and we're not -- we don't subscribe to the fact that the world is coming to an end.

Unknown Shareholder

shareholder
#12

When we talk about high interest rates, historically, they're not really high.

Roger Davis

executive
#13

That is true, the new normal. And I would just say it's interesting, if you look at the -- not that I'm saying that analysts, but the stock projections for us are all -- across all the analysts is 25% higher than the current market price. So if you believe analysts, they obviously feel more comfortable than the market does.

Unknown Shareholder

shareholder
#14

Jumping there. [ Charlie Kingston ]. Just a question on the long-term performance of this vehicle. For context, so going back to 2016, the earnings per security for CQR was 30.4. Last year, it was 28.7. The guidance is 27.4. The distribution per security in 2016 was $0.281 and last year, $0.258, and I presume that's going to fall again for this coming financial year. Notwithstanding that fall in the per share metrics for the company, you have spent roughly $1.2 billion on new acquisitions net of any sales that you made over the time, over that 8-year period. Every single year, you've reported positive leasing spreads, positive comparable growth in NPI. So I'm really just struggling to reconcile how shareholders have actually lost money in terms of that per share metric, the distribution and the earnings per security, when every other metric seems to be positive. And I would say that cost of debt in 2016, 4.3%, 2023, 4.3%. So there's been no change in the cost of debt, yet, obviously, it's going up. So I just appreciate your thoughts on despite all that money that you've spent, all the positive metrics that you've spent, my guess is it's largely related to that capital raising that you made in 2020 at $2.90, which is obviously in hindsight, a genius, but that wasn't -- that cost shareholders some money. But aside from that dilution and again, in 2019, that was at a better price, but just appreciate your thoughts as to notwithstanding all the change the composition of the portfolio, the work that's been done, all the acquisitions, shareholders have actually gone backwards in terms of those 2 key metrics. So how is that -- how does that reconcile to all the positive metrics that you reported?

Roger Davis

executive
#15

Look, I think there are macro factors here, and I explained that to you further last time. There are macro factors that we really need to understand. I mean the whole sector is trading at a substantial discount to book. And all my meetings with investors, there's no silver lining here. There's no magic bullet that we can focus on that will improve our performance. We've looked at -- we had almost 99% occupancy. We've got positive leasing spreads. We've got 3.5% occupancy growth, a strong footfall. You can run through the list of operating mechanics. We're conservatively geared. I don't think anyone is suggesting that we take advantage of the current market and gear up in order to invest in assets that are dilutive. So I don't have a magic answer to you, apart from saying it's macro-driven and the sector is on the nose. If you've got a brilliant idea, we'd love to hear it. But I don't know. And all we can do is to keep on doing the hard yards, continue to focus on basics in the belief that the share price will correct itself. $2.90 to $4 -- $3 at the moment, you're still in the money marginally so. And 6 months ago, we were close to $4. So that would have been a substantial return to shareholders. So no easy answer. I'm not aware of anything else we can do, the CEO, or Joanne, or anything that you could...

Unknown Shareholder

shareholder
#16

Can I just interrupt? I was not talking about the share price. I know that's volatile. I'm talking about the per share distribution -- per share -- earnings per share. Obviously, the share price has come back, but that's a different conversation. But on a per share metric, shareholders have sort of fallen 10%. Despite significant acquisitions, significant leasing improvement, significant comparable growth, shareholders are behind 10% on that metric, which is sort of fundamental as to what the assets can actually produce over 8 years. So I'm just trying to reconcile that, please.

Ben Ellis

executive
#17

So I can only talk to most recent times. I've been in the seat for 18 months. But one of the things is in terms of that $1 billion of acquisitions, that was funded by $1 billion of sales. So there's been a hell of a lot of recycling activity going through this vehicle. A lot of the assets that were sold were higher-yielding regional assets, those like Carnarvon, Katherine, Mareeba, assets which did have high distribution yields, but they were challenged in respect to their long-term growth forecasts and faced significant CapEx problems in them. The money is being reinvested into assets that have higher quality growth potential like our triple net lease long WALE portfolio, and we've seen significant increase in the income growth from those during that period of time. I get that's offset by the obviously, the cost of debt increasing, but you've got a very different composition of the portfolio and is set up for growth now in a different sort of interest rate environment that's going forward. And there has been a significant amount of capital movement in this period of time in and out over the same period. So it's very hard to make that direct comparison. But going forward, we're looking at right now, is we're in a situation where 25% of our portfolio has no CapEx needs. It's got income growth linked to inflation, which is going to protect investors in a high inflationary environment. They've got long WALE and long duration, which also is going to protect it from an income stability perspective. And then most importantly for me is the balance of our shopping center portfolio benefiting from income growth at the time, really sort of showing that we're in a position where the balance that was left over is absolutely been a key driver in respect to where we're going. Now obviously, finally, finance costs are always going to be a major driver in the last couple of years, and that's something that's beyond our control. But the portfolio is better structured now than it was 5 years ago for growth.

Unknown Shareholder

shareholder
#18

Thank you for that. And I must have missed the $1 billion of sales, but my figure, I'll take it offline, but it was a net acquisitions once you adjust for the sales of 1.2 over that 8-year period. But...

Ben Ellis

executive
#19

No, I can't comment for...

Unknown Shareholder

shareholder
#20

Anyway -- and then just secondly, again, going back to 2016, the manager was paid $18 million total. In 2023, the manager was paid $50 million in total. Again, with the context of the per share security metrics going backwards, clearly, the manager has benefited significantly. Fees have over doubled, shareholders have not. So I'm just -- again, you're not the only REIT that has a similar sort of misalignment, but -- and that doesn't even account for shareholder gets paid an acquisition fee every time you buy an asset, gets paid a disposal fee every time you sell an asset or recycling. That benefit is one-off. It goes straight to the manager. Clearly, it hasn't benefited securityholders. Maybe it will, but over 8 years, shareholders have gone backwards on those 2 key metrics. So just appreciate the Board's thoughts on how we can potentially realign the actual rate with the manager given that to date, clearly, it hasn't been a win-win. So I just appreciate any thoughts as to going forward. And we're clearly not cherry-picking. This is over an 8-year period where the manager has more than doubled its stake from the REIT, shareholders have gone backwards. So clearly, there's a misalignment. So I just appreciate your thoughts as to going forward, how we can potentially realign that should you take an acquisition fee if it hasn't yet led to distribution growth. Thanks for looking at...

Roger Davis

executive
#21

If we reposition the portfolio, we believe, it's a growth agenda. We have disposals, acquisitions, moving into the long WALE business, selling non-metro, all those incur costs. We're externally managed. And so those costs obviously flow through to Charter Hall. Those fees are then benchmarked externally. If you're selling assets, you got to pay someone. And we make sure that as Independent Directors that the fees we pay Charter Hall are better and competitive with those who are otherwise available in the market. And we're very happy with that, and that's independently verified. So in pivoting and devising the strategy for the group incurs costs and those costs -- someone's got to manage the leases, someone's got to manage the portfolio. And as an externally managed business, those fees are paid. The amounts of money we paid are competitive. We don't want to stand still. We don't want to be a regional REIT with offices and supermarkets in disparate parts of the world. And the cost of that transition has to be paid for. I'm quite comfortable in standing up and saying that's a good move. You're going to have to evaluate the shareholders whether the growth agenda that we believe will come out of that is worthwhile. I believe it is, time will tell.

Ben Ellis

executive
#22

[indiscernible] your client. In the current set of accounts that you have before you, that $50 million is a combination of the bond's management fee, leasing fees, other management fees and the other various fees. I'm not sure that 2016, we were required to disclose all of those other fees.

Roger Davis

executive
#23

The fee structure hasn't changed. And we're still at the...

Ben Ellis

executive
#24

So whether we're like-for-like.

Unknown Shareholder

shareholder
#25

Yes. Just final question. Can you -- to be frank, I've been traumatized by one of your peers, HCW, raising money in a heavily diluted manner in the interest of supposedly growing for shareholders. But clearly, that was a hugely dilutive capital raising. So just looking for the Board's commitment that they would not look to raise capital at a discount to NTA in the current environment in the interest of an accretive acquisition because to be frank, that's -- and wearing a cynical hat, you could say that, that's going to pay down debt and so you could argue it's a benefit. But yes, just looking for the assurance from the Board that you would not look to grow or pay debt at the current share price given it trades at a 35% discount to NTA.

Roger Davis

executive
#26

We have no current intention of doing that is all I can say. Yes, sir.

Unknown Shareholder

shareholder
#27

[ Michael Histon ] is my name. I'm a unitholder with my wife and myself manage a superfund. This is not a very technical question at all. I noticed that...

Roger Davis

executive
#28

[indiscernible].

Unknown Shareholder

shareholder
#29

Yes. Well, that's right. I noticed that you've gone and bought these service stations in New Zealand. The unit where I live, for argument's sake, we paid $36,000 to have cabling installed in our home units. And in the future, what each -- we only have one person there with an electric car so far. But in the fullness of time, I should imagine every unit will have the facilities to be able to charge an electric car, an electric motor. I just wonder if you've given any thought to whether it's appropriate at this stage of the cycle to be investing in service stations, which in the fullness of time might become like blacksmiths and wheelwrights and things like that, I think, in the past.

Roger Davis

executive
#30

I completely understand and we spent an enormous amount of time looking at these assets, even though the obligor is required. These are corporate obligations, triple net, we have no responsibility or exposure to the operating nature of these businesses. The deal is with BP, Gull, the major corporates that are our lessees. So -- and also their individual petrol stations is their problem. And they have a long-term lease arrangement and they have to pay that regardless of whether they're making money. We spent time just -- I mean, obviously, we're comfortable with BP's balance sheet. But we also spent time worrying about the transition from carbon-based fuel to electric cars, whether that was going to change the economics to satisfy ourselves that any weakness there may detract from the ability of the company to meet their obligations. And we were happy that over the terms of the lease, that's not an issue for us. But we focus on -- no, no, no, it's a very important question, and your Board spent a lot of time thinking about that because we want to make sure that both parties have an economic interest in this action. Gentlemen, are there any other questions? I did receive one question from a [ Mr. Wakefield ], concerning 1,000 hectares of seagrass that have been lost from the sea beds of Monkey Mia in Western Australia, an area that produces more oxygen than the Amazon. A local family tourist company being successfully regrowing seagrass, but they need financial help. Can Charter Hall help with this worthwhile project? We obviously, in environmental activities we do, are driven by the nature of our franchise and the strategic proposition is clearly determined by franchises that are germane to any environmental areas or areas that require environmental protection. We have no franchise stores in that area. And so for us, the nexus between the request and the ask is de minimis. I have, however, forwarded this on to the Chief Executive of Charter Hall Group, and we'll leave that with him to decide whether he wishes to advance it from a corporate perspective. But from a CQR perspective, it's outside our area of responsibility. Are there any more questions? I'll now move to the formal part of the business. There's one resolution for today's business. The resolution to be put at the meeting today will be decided by poll. I'll now table the Notice of Meeting dated the 4th of October 2023, which contains the resolution up for consideration today. Copies of the Notice of Meeting and Annual Report would have been made available to you by post, e-mail or available to view on the web page. Copies are also available from the registration desk. The only item for consideration is the reelection of Mr. Michael Gorman, which is Resolution 1 in the Notice of Meeting. Before I open the poll, I'd like Michael to say a few words detailing his background and experience for the benefit of unitholders. As explained in the Notice of Meeting, only the directors or shareholders of Charter Hall Retail Management may appoint a director. Accordingly, it is noted that today's resolution is advisory only and nonbinding. Notwithstanding this, directors will, of course, give due consideration to the results of the resolution. Mike, would you like to say a few words? Please say yes if it is fine.

Michael Gorman

executive
#31

Thank you, Mr. Chairman. Good afternoon, everyone. It's my privilege to stand for election to this Board of Directors for a third term. I have 40 years' experience in property, much of it representing investors in externally managed vehicles like CQR. After beginning my professional career as an architect, I moved into real estate investment in 1987. I joined Lendlease in 1992 after completing my MBA. For much of my time at Lendlease, I was the retail portfolio manager for GPT. I moved to Colonial First State Global Asset Management in 2003, and I ran the CFS Retail Property Trust as Fund Manager from 2005 until 2014 when we internalized the business. I became Deputy CEO of the newly formed Novion Property Group. We negotiated the merger with Federation to form Vicinity Centres in June 2015. And since that time, I've been a Non-Executive Director. I joined this Board near the end of 2016. And in that time, the portfolio of properties in the REIT has been extensively curated, as you've heard from the team, and improved, meaning higher rental growth and lower CapEx burden. The portfolio has proved remarkably resilient in the face of some major global shocks, including the onset of the COVID pandemic and the return of higher inflation, and hence cost of living pressures. This, in my view, is a tribute to the hard work of the management team working closely with your Board. My other non-executive director roles are on the Board of GPT Funds Management Ltd., the responsible entity for the GPT Office and Shopping Centre commingled funds, and Adelaide Airport Ltd., the operator of Adelaide and Parafield Airports in South Australia. I'm comfortable that I have the capacity to devote myself fully to these roles. If I'm lucky enough to be elected, I look forward to serving you for another term as a Non-Executive Director of CQR. Thank you, Roger.

Roger Davis

executive
#32

Thank you, Michael. I now declare the poll open and ask all unitholders to cast their votes for or against the resolution by marking the box on their voting card for the resolution. It's an ordinary resolution and as you can see, it's displayed on the screen. I will now display the respective proxy votes received. The results of the proxies received are now displayed. If you have not already done so, I invite you to mark your voting card and hand the forms to the Link representative who will take them to collate. While the final results of the resolution won't be known until after the conclusion of the meeting, it's clear from the proxies that Mr. Michael Gorman will be reelected. Congratulations, Michael, in anticipation. The results of the poll will be made available to the ASX and put up on the website later today. As there is no other business to be considered, I now declare the formal business of the meeting closed, and I thank you for your attendance today and your ongoing support of CQR. Thank you very much.

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