Lifestyle Communities Limited (LIC) Earnings Call Transcript & Summary

Good morning, and welcome, everyone, to this year's Annual General Meeting of Lifestyle Communities. My name is David Blight, Chair of the company. I'd like to introduce, firstly, my fellow directors here this morning. From the left, Claire Hatton; then Mark Blackburn; JoAnne Stephenson; Managing Director, James Kelly. Also joining us on my right is Darren Rowland, the company's Chief Financial Officer; and Anita Addorisio, Joint Company Secretary. Finally, I also welcome Andrew Cronin of PricewaterhouseCoopers, the company's auditor, who is available to answer questions on the audit for the financial year ended 30 June 2024. Today's meeting is being held as a hybrid meeting. We're delighted to welcome those present here in person and also very pleased to have shareholders participate today via the Computershare meeting platform. Shareholders attending online can submit questions at any time. Both written and verbal questions can be asked. And to do so, please follow the instructions set out on your screen. Questions of a similar nature will be consolidated and answered as and when the relevant item of business is being addressed. Shareholders who are attending in person can ask questions by raising their cards when the item of business relevant to the question is being addressed. Please state your name or the organization you represent before asking the questions. I intend addressing questions from the shareholders in the room in the first instance and then attending to the questions online. Voting today will be conducted by way of a poll on all items of business to provide you with plenty of time to vote or shortly open voting on all resolutions. If you are eligible to vote and are attending this meeting online, please note that once voting opens, you can press the vote icon and all resolutions will be activated with voting options. And please follow the instructions on your screen on the Computershare meeting platform. Voting shareholders at the venue have been given a blue voting card at the registration desk. Please complete your voting card according to the instructions outlined on the card, marking a box beside each resolution to indicate how you wish to cast your votes. And once completed, please submit your voting card to Computershare, our returning Officer. Shareholders will be given additional time after the formal business to complete their votes. I now declare the poll open. Before moving to the formal business of the meeting, James, and I would like to talk about the business' performance over the last financial year, and provide, amongst other things, an update to our shareholders on the business outlook. I'll now pass to James for his presentation.

Thank you, David, and welcome, everyone, also. FY '24 in review -- next slide, if I could, was a year of changing fortunes as the Victorian property market started to rapidly cool off with consumer confidence being impacted as well. The biggest thing we heard from customers was how now is not the right time, and that still remains today as customers witness homes not selling on their streets and suburbs. Where other states were experiencing double-digit house price growth year-on-year, Victoria has remained flat and even negative in some cases. Despite these conditions, we still delivered 311 new home settlements and 151 resale settlements. The underlying business of community management continued to perform strongly with an increase of 16% in annuity income. We also raised $275 million during the year to bolster the balance sheet and also fund future land acquisitions. Overall, a reasonable result in a very challenging year. In terms of the trading update, consumer sentiment has severely -- was severely damaged by some very unbalanced media coverage. As a result, we have seen an increase in cancellations as well as lower sales as people start to understand the damage to the brand. For the half until the 31st of October, we had 89 new homes sold, 64 cancellations and 25 net sales. Of those 25 net sales, 55% were referred. We have wound back on any new acquisitions until we are comfortable that this position is turning around. In terms of the lead indicators, you can see really through the lead indicators the impact of the media coverage and the impact it had on the business. The media coverage occurred in July 2024. And you can see what has happened subsequently. Each month, we keep thinking we might see some green shoots and each month, we talk about it, but it's just going to be a time issue in terms of where we go with that. So in terms of restoring Lifestyle's reputation, we have a lot in play. I've had the opportunity of doing a 6-monthly roadshow across all our communities, meeting with all our homeowners. Without doubt, the vast majority of all our homeowners, and clearly disappointed with what was portrayed on that program, believe that, that no way represents the life living in a Lifestyle community. Many have volunteered to do testimonials as a way of supporting the business and many of these are now in market. One of these was the wonderful Gary from Meridian, who is now a rock star at Meridian, taking autographs, and I'd love to share his story, if we could show the video. [Presentation]

So telling stories like that, go really through not adverts through actions. And so we're now distributing many more of those style of videos and testimonials through our various social channels. And we're also very blessed to have a new EGM of Marketing, Dave Jennings, come on board, who's got a lot of experience around this area being ex-Uber as well. And he's starting to develop some strategies which are going to place now to start this brand rebuild for [ Mighty ] Lifestyle. It's going to take some time, but it's definitely achievable, and we'll start turning around many of the untruths that those programs showed. So I haven't aged a bit, I swear. But Dael, Bruce and I started Lifestyle start with an unwavering passion and commitment to creating communities where people over 50 could downsize and have a bigger life -- live a bigger life. From our first community at Brookfield, where we learned so much, which is in that photo, actually, and 33 communities later, 5,500 homeowners later, we've never waived from that mission. The most rewarding feedback I get -- that I receive when visiting communities is a simple message, as Gary said, this has changed my life. Lifestyle was always built on being different to the rest of the market with the purpose to be a long-term operator rather than looking for short-term returns, has been instrumental in the growth for so many years and what underpins the business. As I mentioned, I recently completed the biannual community meetings and it's just so evidenced in how we differentiate, with the presentation of our communities and the connection with our team and the homeowners. As I leave to rewire, I'm genuinely excited to witness the dawn of a new era at Lifestyle, and now in the very capable hands of an exceptional leadership team who most of here today and a fantastic Board of Directors. I couldn't be more confident in passing the baton to this talented team and on the outstanding guidance of David Blight as Chair. I've no doubt the business will continue to grow from strength to strength. So in closing, I want to express my deepest gratitude to you as shareholders. Many of you have been on the register for some time and have ridden the wave with us. I can assure you that beneath all the recent noise and clutter of recent media coverage and market forces, there still beats the strong heart of an extraordinary business. It is unchanged and focused on delivering amazing home and experiences as well as strong shareholder returns. This is what we do, what we've always done, and we'll always do into the future. Thank you.

Thank you, James. Well said. So turning to the next slide, if I may, and the next one. So looking forward to FY '25, a transition year for Lifestyle. The market environment in Victoria remains very challenging as we are all aware, and we expect those conditions to persist for the balance of the financial year at least. And for that -- for us, it's compounded by, as James mentioned, the recent negative media coverage. The team is taking some really proactive steps in adjusting the cost base and reducing the development spend throughout the business to match the level of sales through the business. Our focus is currently on restoring the reputation, as you heard from James, in order to improve sales, and therefore, settlements, strengthening the balance sheet as much as we possibly can, resolving the VCAT dispute and managing the CEO transition. At a Board level, the renewal continues. The chair transition was completed in September. We were fortunate enough to have JoAnne Stephenson agree to join our Board from the 1st of July, and we are currently searching for an additional nonexecutive -- independent nonexecutive director, most likely in the second half of financial year '25. In terms of the Managing Director's retirement, we have an executive search firm who's been employed to undertake a search, an Australia-wide search for a replacement leader. And we have formulated a retention plan for the leadership team that is in the final stages of being documented, which will ensure stability throughout the transition. Next slide. Thank you. You may also recall at the August results, we announced an independent review into parts of our business in response to the media coverage. We appointed an independent expert to look at the fairness of our sales processes and our customer disclosures. The report was received in early this month, and the key findings are, as you can see there that the policies and the marketing collateral are in line or ahead of competitors in terms of transparency and the level of comprehensiveness. Our fee structure policies and agreements are in line with regulations, and our compassionate policy is in line with the industry. There were some inconsistencies that were found in our marketing collateral. And they've made suggestions that we can use to make sure it remains industry-leading. They've also talked about some further things for the Board and management to consider including the potential to introduce choice within the fee structure, along with updates to the policies and the marketing collateral. We are currently considering the report and any definitive changes will be implemented following testing and once we've finalized them. Next slide, please. So turning to the outlook for the first half, we expect settlements to be in the range of 120 to 130. Our operating earnings after tax, we expect to be in the range of $19.5 million to $22 million. The update on the new home settlement pipeline, as you can see there, 92 new home settlements achieved until the end of October. We have 321 deposits on hand at the end of last month. 58 of these customers have a firm settlement date booked for this financial year. 67 have their homes completed and available for settlement during the financial year and have their homes being actively marketed for sale, their family homes. And 72 of these customers, similarly, have their homes that will be completed and available for settlement in financial year '25. The remaining customers, 124, relate to FY '26. In terms of managing our balance sheet, as you'd be aware, Merrifield, Yarrawonga and Ocean Grove projects have been paused following completion of civil works. The development spend we have pulled back to line up with other aspects of the business. The planned spend has reduced from around $280 million to $175 million. We are looking to clear our strategies, and that is underway -- strategies to clear our inventory, excuse me, and that is underway. It will take some time to convert those to settlements. We expect the midyear, so call it, December '25 is expected to be the peak in our inventory levels and our working capital requirements. Having said all of that, and it's a tough outlook for the short term, the underlying business remains strong and resilient. We create inflation-linked annuity income streams from our portfolio of nearly 4,000 homes. That's not to be forgotten. Thank you. On to the next slide. So now we come to the Q&A part of our presentation. We'll save questions relating to the financial statements, the remuneration report and the election of directors to those formal items of business. Darren, did we receive any questions prior to the meeting? Or do we have any questions from the floor or online?

Do you want to start with the floor first?

Any questions from the floor?

Good morning. My name is John Whittington, and I'm a volunteer company monitor with the Australian Shareholders' Association. Today, I hold proxies from ASA members and nonmembers for over 18,000 Lifestyle community shares. Mr. Chairman, we would first like to thank you, the Board, the management and all Lifestyle Community employees for their hard work in a very challenging year. We would also like to thank Mr. Kelly on his -- well, I put in what I've written here, quite retirement but I suspect it's not going to be much of a retirement, it's going to be very busy. And congratulate him on his highly successful tenure as CEO of the company. Retail shareholders have a lot to thank him for. Mr. Chairman, rightly or wrongly, press reports during the year caused significant damage to the Lifestyle Communities brand and torched a lot of shareholder value. We've heard what management is doing to ensure such damage doesn't occur in the future. However, what is the Board doing to ensure that risks like this are better managed in future?

Can you hear me? Thank you, John, for that question. I think the -- managing the media is very difficult. We did our very best to mitigate the elements of that story that were clearly inaccurate and speculative. We thought long and hard about going on media, going online to rebut some of the items mentioned. However, where we landed was that we can't win on that platform. You can't beat the media. You have no control over the messaging. So we took the decision to take it on the chin and do and adopt the strategy that James outlined in terms of using testimonials from homeowners as best we can to counteract the negative media and allow time for it to pass. By and large, we view that as the correct strategy that was undertaken to take on the media. There is no way that you win when you take on the media these days, you just cannot get your message across.

Thanks, Mr. Chair. My question was more about mitigating risks before they occur in terms of risk management, highlighting risks that may occur, things like this you would be typically on a risk register that something like this might blow up. So what I'm asking is, going forward, what's the Board doing to mitigate future risk, this issue but there may be other issues, too.

John, we have a range of risk management strategies, which are incorporated into the Board process. Every month, we have an updated risk register, which makes us aware of everything from slip and falls through to adverse media coverage through to complaints. We're across it all. James, would you like to add something?

I'm just going to say, John, we're through Kate Wellington's team, home experience team, we're very close to our homeowners. I'm out there every 6 months. Our community is very, very aware. We knew this issue was there. We met with the group multiple times to try and avoid this. Every -- for 22 years I've been threatened with people saying, unless you do this, we'll go to the media. Unfortunately, this group for whatever reason, decide to proceed with that. So totally agree with, David, it's very hard to predict these. All Kate and her team does is to stay very, very close to our homeowners. And as David said, we put this on a risk register, and we monitor them. But yes, again, in 20 years, it's the first time everyone's actually followed through and go on to ABC, but yes, we keep a very, very close look. And if we do see an issue coming up, we proactively get engaged. And the number of issues, I can say that don't go to the media is probably the better measure, and this one did go through. So it's very, very unfortunate.

Yes. I suppose my main question is if it's on the risk register, you'd have a risk mitigation already in the back of your mind. And I suppose that's what I'm trying to understand is how active are the preparations for the things that may well never happen.

So yes, it's exactly right. I mean we're actually a very, very low customer complaint business, I've got to say. I'd get one e-mail every 6 months if lucky. I think that's a testament to our home experience team who sort of keep very, very close to homeowners and dealing with their issues very early, where one to try and turn around answers to any issues within sort of 24 hours. So we're very, very proactive and very engaged with that. So to me, that's the best mitigation strategy is to actually answer the question quickly, get on top of it and deal with it then and there. We're not one to escalate and take ages to get back to people, which can often cause that escalation. Again, in this particular case, it's probably most unique case I've seen in 22 years in terms of this particular group and just the overall impossibility of trying to sway them from their determined course. And obviously, the damage they've done to 5,500 homeowners home values has obviously been very much felt by the business. But yes, I think that the best mitigation strategy is just to stay really close to it, and understand the issues in the business and deal with them quickly.

Okay. Mr. Chairman, I've got another question, if I may.

Of course.

Mr. Chairman, in your recent equity raising, may I ask if you feel that we retail shareholders were treated equally to the large institutional investors. Many retail shareholders don't have spare cash lying around to participate in these raisings and many have their shares held in ways that don't allow participation in such actions. And in both cases, these retail shareholders are diluted without compensation. We ask that the future capital raisings be renounceable entitlement offers which are the fairest for all shareholders.

Thanks, John. Noted, we'll take that on board.

I've got -- I'm a shareholder. I've got 1 big question. I mean, human nature being what it is, you've got a hell of a lot of old people with limited incomes and with the economy going away it is, you're going to have a hell of a lot of people who can't afford to stay in the houses. We're going to have a lot. So what are you going to do with these people? I mean you can't give them money. You can't give them back what they paid. So it's going to be spot on -- this is going to be ongoing because the interest rates, in my opinion, aren't going to come down for at least 6 to 8 months. And people are, if you believe, everything you hear, the cost of living is going up, and I don't think their incomes are going up most or, let's say, 20%, 30% of our residents. So there's a big Tsunami coming. So the question is, how do you deal with this people? And I don't think a company needs to be charitable organization. You know what I mean? I'd like to have a full answer to that.

Joe, that's really good question. The good news is that the labor government has been very proactive around this space with 80% of our homeowners are pensioners. And we're actually seeing now, particularly with the latest round of Commonwealth rent assistance increases, we now see the net rent as a percentage of the pension to be the lowest it's ever been in the business. So currently, for a couple, it's about 18% of the pension and for a single, it's 20% of the pension. And when you benchmark that against, say, a pensioner renting a private home, they're typically paying more than 30% for that. And that's where the view of rental stress occurs.

[indiscernible] your home, you couldn't afford to live in there happily. [indiscernible] Why is this guy complaining?, I don't understand why he should really look at it -- I mean, if it was written in there, he's got to pay 20% of the capital gain or not capital gain but the whole value of it, I mean why is he even getting oxygen?

So Joe, you're singing my song sheet, I don't disagree. But it was more around whether he could avoid paying, it was probably the -- that's what the VCAT case is around.

[indiscernible] present it like that. Where is your defense against it. Where is the defense instead of tack it on the chin you should have [indiscernible].

So Joe, our defense is really the VCAT case, the VCAT case is what will hear all this out, hopefully, in the next, we're saying in the next 6 months, but it's very hard to understand the VCAT process, but it looks progressing well. Now we've got directions hearing going through. So it's progressing.

One more question. This stepping back from the making more properties and all this kind of stuff, can this be done very cost effectively without hurting the company and the actual income that you're generating from managing the houses, is going to sustain the dividend? So we're going to be all right even if we don't sell new houses.

Two questions on that. In terms of the not selling new homes, we're still definitely selling new homes, just less of them, and that's going to take some time to pick up. And we've obviously deferred or put 3 projects on hold just as a balance sheet management issue. The profitability of running the actual community business still is very, very strong. We run those extremely well and in a very balanced way. So we have very, very affordable rents, but sufficient return for shareholders in terms of -- so that's where the dividend comes out of the management of that business. And I can't answer what the dividend policy will be this year. But certainly, that part of the business remains unchanged.

If I can add, Joe. We're managing the business very carefully. This is the first time in the history of the company where the sales have been trending down. So we're getting ahead of that by managing the cost base as carefully as we can. We've taken significant action to reduce the cost base to allow for that. We can build the company up again when the sales increase. So we've done that very carefully. It's our #1 priority.

Have you tweaked the contract with the 20%? Are you going to change the 20% business or going to keep at the same...

Joe, we're mindful we've got 5,500 other homeowners on that deal. So you want to be a bit careful, but we are looking at all the options around that, Joe, in terms of what do we do with that. So yes.

Under review. Are there any other questions from the floor? If not, we'll go to the questions online. Darren?

I've got a few questions online. The first one is from Mr. Stephen Mayne. It's for you, James. what council rates do we pay? And how does stamp duty and land tax apply to our communities? And secondly, is it correct that we pay less rates than regular retirement villages?

And so we are -- we don't pay stamp duty, that's correct. And we're also land tax exempt. That's correct. That's our retirement villages and stamp duty is also not paid at retirement villages. On council rates, we do definitely pay council rates, but we do it on a single site basis, but that also includes the value of the infrastructure that's in the ground. So we definitely pay council rates? Is it less or more than retirement villages? My sense, it would be pretty similar as a retirement village, but I don't know the exact answer to that question.

I've got 3 questions from [ Mr. Kartan ] and [ Ms. Ben Saw ]. So I'll just read them out. They are all for you, James. First one is, would you consider joining the Board as a director sometime in the future?

What a good question. I don't know the answer to that. In time, maybe if the Board would like to have me. But at this stage, I'm not thinking of doing that.

The next question is, would the company ever consider offering similar land lease communities to all ages?

All age communities is a very tough one. We've always focused on age-qualified communities. I think all age communities are very challenging but it's not part of our current remit to think of that. We're really focused on dominating the niche for people over 50 looking to downsize to bigger life, and that's been our model.

A final question from this shareholder is how successful has the spring sales campaign been?

Yes, that's a really good one because we did have an opportunity to actually look at discounting selective homes that had been with us a while. I think the big thing we always know as a business where we're quite unique is we know that we're actually -- we're selling changing people's lives rather than selling a home. So really, all you're doing is pulling forward some sales for people who were interested in downsizing and they've had an opportunity to get it at a slightly lower price. So it's had limited success.

The next question is from Mr. George Tong. Could you tell us the name of the independent consultant that produced the report and will the report be released to shareholders?

Did we receive the approval from the group to...

I'm sorry. No, we didn't. I do apologize but we could release that separately.

Yes. Once we get their approval, we can certainly do that.

Excellent. And final question online for this section is from Mr. Mario Harter. What are the potential opportunities in your view of HMC Capital joining the share register.

So let me take that one. So they are already on the register. So they've advised of a substantial shareholder notice. And we welcome them along with every other shareholder, and we look forward to meeting with them over the course of the next few weeks.

There's no more questions online for this section.

All right. Thank you. As we have no further questions, I'll now move to the formal business of the meeting. The notice of meeting has been made available to all shareholders and is also available on our website. The first item of business is to receive and consider the financial statements of the company for the financial year ended 30 June 2024, together with the director's report and the auditor's report as set out in our annual report, a copy of which has been made available to shareholders online. There's no requirement for shareholders to vote on these reports. Darren, have we received any questions in relation to these reports or further questions on the management of the company? As I mentioned, we'll save questions relating to the rem report and the reelection of directors to those items.

There's 2 questions online, but I can see John's got a question, so I'll jump to him first.

Mr. Chairman, it's John Whittington from the Australian Shareholders' Association. Could -- Mr. Chairman, could you please explain in simple terms why operating cash flow this year is such a large negative figure? Investors are often taught to look at alignment between cash flow and profit. With this year's ratio between the 2 at almost negative 200%, many must be concerned. Can you put those fears to rest.

Of course. I might pass this one to our CFO, Darren?

Thanks, John. Operating cash flow for us is a little different to some traditional businesses because all of our development spend goes through the operating cash flow line. So when we're in growth mode as we were in FY '24, launching 7 projects and bringing those projects to life that development spend always front runs the settlement revenue and then the associated annuity later. So you'll always see us sort of ebb and flow depending on the stage of where development is at. .

Okay. So that's likely to get more in train when the 2 get balanced.

That's right. It's a little unusual for us, but in say, an investment style business, you might see some of that spend going through the investment line as opposed to operating cash flow. But because we're a developer, it goes through operating cash flow. So when we're growing fast and launching new projects, it will be negative and then when we're recovering that capital and selling out of a development, it will be positive. David, there's 2 questions online from Mr. Stephen Mayne, but they're both very similar to ones that John has already covered already. So the first one relates to the ABC report, whether we thought it was fair in our view.

I think we've covered that.

And the second one relates to the capital raising. Probably the part of the question that hasn't been covered by John was Australian Super's participation in the capital raising. And did we think that having the nonrenounceable offer was dilutive to retail shareholders to the benefit of Australian Super.

I think the short answer to that is no, we don't believe that to be the case. So I'm not sure I can put any more light on it than that.

That's fine. There's no more online questions.

All right. There being no further questions, we come to the items of business for which a vote is required. The next 3 items require a shareholder vote and must be passed by an ordinary resolution. Proxy voting received prior to the meeting will be up on the screen for each resolution dealt with today. I propose to vote those proxies left to my discretion as Chair in favor of all resolutions. Item 2 is to consider and if thought fit to pass the following resolution as a nonbinding ordinary resolution that the remuneration report forming part of the directors' report for the financial year ended 30 June 2024, being adopted in accordance with Section 250R subsection 2 of the Corporations Act 2001. Item 2 is subject to the voting exclusions as outlined in the Notice of Meeting. And please note that a vote on this resolution is advisory only and does not bind the directors or the company. Instructions in respect of the proxies received prior to the meeting are displayed on the screen. Darren, have we received any questions in relation to this item?

John.

Mr. Chairman, it's John Whittington from the Australian Shareholders' Association again. We appreciate the 2 new short-term incentive targets you've added, given the problems encountered during the year. Regarding the long-term incentives, however, will there be any adjustment in the calculation of return on equity, either the figure achieved or the target as a result of this year's equity raising? If so, how can shareholders trust your remuneration plans when you make them easier because of a management recommendation to raise capital? If not, how are you addressing the fact that this incentive is now virtually unachievable, so there is no -- there is now no practical incentive for the key management personnel to improve return on equity?

Thank you, John. There's a lot of questions in that 1 question. Perhaps Claire, would you like to comment on those questions from John?

Yes, absolutely. Thank you, John. So for FY '25, we have actually adjusted the long-term incentive targets, so we will no longer be using return on equity number. So therefore, that issue will not be an issue going forward. However, obviously, the Board will look at the long-term incentive when it comes to fruition and look at our discretion involved in the equity raising and how that has impacted the return on equity number.

Yes. I suppose the follow-up question, I would say to that is the Australian Shareholders' Association is very uncomfortable with adjustment of figures because if you set a target, you should keep to the target and especially in equity raising to improve -- to increase the number of properties was effectively a management recommendation. And so you don't give them a free pass. That's our concern with that adjustment.

Sorry, maybe I've been misunderstood. We will review -- we'll look at the whole situation with the targets. And certainly, we'll be looking to make sure that the management team don't get a free kick.

Sorry, John, just to clarify, there's been no change to the existing structures, the change that Claire's talking about there is for next year.

Yes. So for FY '25.

Well, I suppose a follow-up also is, as I said, there are issues both ways. Those targets are next to unachievable and so therefore management can work as hard as they like, and they're not going to achieve those ROE targets. So those are effectively off the table now. So how are you going to incentivize management to improve ROE when the existing target, which we believe shouldn't be changed, is off?

Perhaps I can answer that, given the one I'm going to be incented by -- as a shareholder, John, we still retain some incentive to get going and deliver the best returns for the business. So from my perspective, personally, yes, disappointing that the LTI will be unachievable. But the STI is in play, the LTI for the following year restarts, and we're all existing shareholders, including myself and the rest of the ELT. So incentives definitely still there. Aside from that, we all love the business, and we just want to get it back to performing really well.

And John, perhaps, if I can just give you some reassurance there that we spend a lot of time on making sure that the management team is incentivized to outperform a lot of time. So we spend a lot of time on the KPIs for both the STI and the LTI and making sure that they're appropriate and that they result in creation of shareholder value. And this year has been particularly challenging because of the downdraft we've been the subject to. So we have put in place KPIs that are different than the prior years for good reason.

Yes, absolutely.

Further questions?

There's a question online from Mr. Stephen Mayne. The question is, did any of the 5 main proxy advisers recommend a vote against any of today's resolutions, including this remuneration report? If so, what reasons did they give? And the second part of the question is, will you make a full copy of today's AGM webcast available for shareholders who are unable to attend live?

I understand the transcript is on the website.

Will be.

That willl be on the website once we finish talking. The first part of the question, there was 1 proxy adviser that voted against my reelection because I was on the Board since 2018 as a Nonexecutive Director, and therefore, responsible for the downturn in the share price.

There's no more questions on this section.

All right. Thank you. So given there are no more questions, I'll ask that you place your vote in relation to Item 2, concerning the approval of the company's remuneration report. Of course, Joe.

Let's assume somebody wanted to take over [indiscernible] how would it look like if somebody made an offer for this company, how would you value this company? What would you say you are selling? And what kind of conditions would that person have to meet? So let's say somebody came from left flank or maybe right flank, you might know a lot more than I do. If somebody wants to take over the company, how would it look?

So Joe, that's a very difficult question to answer because every bid for every company is different. They have different conditions. They have different pricing. Our job as the Board, the custodians of the company on behalf of the shareholders, is to make sure we continue to always act in the best interest of shareholders and achieve the best possible price for shareholders with the lowest possible conditions.

Looking at it from a different angle. I mean, where is the goal in this company? Is it the new buildings you're going to do like a building company? Or is it like a management company? Or is it concept company? So who would want it? Who would it be worth more to? I'm just asking, HMC, I know all about HMC, and they're basically value adders. They think they're getting something for cheap. So if he's on, what, 3% to 5% he's on. I mean. If it's not him, somebody else, where do you think the big value is in our company?

The value is in the company itself and what James and the teams have created, which is the development platform and the creation of annuity income streams. There are many, many buyers who would love to own this company. The question is, are they prepared to pay a price, the right price?

Would you view the price much higher than the share price at this moment?

Joe, this is not something I'm going to speculate on in a public forum or even privately. We, as a Board, we have a very clear view of what the intrinsic value of this company is, and we will not entertain any offers below that intrinsic value. So anyone who's interested in acquiring the company would need to submit a bid well in excess of what we believe the intrinsic value is. And the team -- James and the team are working very hard to every day increase the intrinsic value of the company. But we're certainly not going to speculate on it. Are there any other questions? All right. So Item 3. I will pass -- given this is about myself, will pass the Chair to Mark Blackburn to conduct the next item of business.

Thank you, David. I now move to item 3, which is to consider and if thought fit to pass the following resolution as an ordinary resolution that David Paul Blight having retired by rotation in accordance with Clause 8.1(e)(2) of the company's constitution, being eligible and offering himself for reelection, be reelected as a Director of the company. David's profile has been included on Page 7 of Notice of Meeting, and I now invite David to speak to his reelection.

Thank you, Mark. Ladies and gentlemen, it's been a great honor to sit on the Board of Lifestyle Communities since 2018 and to serve as its chair for the last 2 months. I gladly offer myself for reelection in the hope that my 40 years of real estate and business experience in Australia and globally can be helpful as we get the company back on its rightful trajectory. We've much to do in the coming years to build on the fantastic foundation created by James and his teams, and I look forward to getting stuck into it if reelected.

Thank you, David. The Board, with David abstaining, recommends that shareholders vote in favor of this resolution. Instructions in respect of the proxies received prior to the meeting are displayed on the screen. Darren, have we received any questions in relation to this item?

I can see John in the room. So I'll pass to you first, John.

Okay. Thanks. Mr. Acting Chair, it's John Whittington from the Australian Shareholders' Association again. I've got a question for Mr. Blight. Mr. Blight, what do you view the key activities in your role as a Director of this business should entail beyond attending Board meetings and reading papers?

Thank you, John. That's a big question because there's a lot that we do behind the scenes that people are not aware of. We will do it gladly because we all love the company. If I can just tell you a little bit about the role itself, it's -- we have every day, every single day, we have meetings of some description to do with strategy, to do with issues that pop up, to do with the balance sheet, to do with the P&L to do with sales, settlements with people, people issues, basically everything. My role here as a director is a sounding board to offer advice, to listen, to try and guide management and help where I can. So it's a very active role, one we enjoy immensely and for the good of the company.

Okay. Could you share a few examples of when you actually did one of those activities during the last year?

Every single day, John, every single day, there's been not a day go by that something hasn't cropped up where I have a call with James; with other Board members; with Darren; with Simone, the Head of People; with other ELT members. I could give you examples, but they happen every single day and gladly.

Mark, there's 2 questions on the line, both from Mr. Stephen Mayne and both for you, David. So the first question is, could you provide your perspective on why Nicola Roxon stepped down from the Board 13 months after being reelected for a 3-year term? And secondly, why she chose Lifestyle Communities as the role to step down from over some of the other companies in her portfolio?

Darren. That's a question best asked for Nicola. Nicola's reasoning to us for resigning from the Board was simply her workload and she had to choose one to let go and she chose us. Nicola was a fantastic contributor to the Board, and we were very sad to see her go. She offers a very diverse viewpoint that is very helpful at the Board level. And so we were delighted when she was on the board and we were sad to see her go. But that's best posed -- that question is best posed to her.

The next question relates to Philippa Kelly and her role as an independent Chair of Lifestyle and also as a Director of Australian Super. Specifically, the question asked whether Philippa was directly involved in negotiating Australian Super's underwriting of the capital raise? And separately, if you could comment on how any conflicts are managed.

I can categorically say that Philippa was not involved in any negotiations with Australian Super. The protocols that are in place with Australian Super and with lifestyle communities are very strict, and there was never a time where we were ever concerned that there was any crossover.

Thanks, David. There's no more questions. All right. Are there any other questions from the floor?

If there's no further questions, I ask that you place your vote in relation to Item 3, concerning the reelection of David Paul Blight as a Director of the company. I will now pass back to David.

Thank you, Mark. Sorry, I couldn't help myself. Having so much fun. So moving to Item 4, the election of JoAnne Maree Stephenson as a Director. Item 4 is to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of Section 2018 Subsection 3 of the Corporations Act 2001 and for all other purposes, JoAnne Maree Stephenson having been appointed by the Board of Directors on the 1st of July 2024 and retiring at this meeting in accordance with the constitution of the company being eligible for election, be elected as a Director of the company. JoAnne's profile has been included on Page 8 of the notice of meeting. I now invite JoAnne to speak to her election.

Thanks, David, and good morning, everyone. Just to tell you a little bit about myself, I'm delighted to have the opportunity to speak with you about my election to Lifestyle Communities today. I'm a chartered accountant and after spending most of my executive career with KPMG for the last 12 or 13 years, I've been a Nonexecutive Director and working hard in that role. During that time, I've had experience in a number of areas that really align with the Lifestyle Communities business. So to start with, including the area of retirees or the seniors demographic, so in my role on the Challenger Board previously on the Japara Healthcare Board, which is residential aged care business and also currently on the SCR Healthport which is now a private entity. I've also had experience in various aspects of the property industry, again, through my role on the Challenger Board, but also in my role with Qualitas, a real estate fund. Through my time working as a Nonexecutive Director, I've had considerable experience in dealing with both strong positive markets and also dealing with challenging economic and trading conditions, both during COVID and also through my time on the Myer Board through the stabilization and turnaround of that business. I'm really connected to Lifestyle's focus on providing an affordable housing option and lifestyle choice for senior Australians and have been so impressed with the team's commitment to our community members has just been incredible. With your support, I believe I can make a really strong contribution to the Lifestyle Communities Board and the business. With a focus on restoring trust in the brand that's been talked about quite a lot today and managing the business for a strong outcome for both you as shareholders and also for our community members. I look forward to your support.

Thank you, Joe. The Board, with JoAnne abstaining, recommends that shareholders vote in favor of this resolution. Instructions in respect of the proxies received prior to the meeting are on the screen. Darren, do we have any questions? I see John is standing.

Mr. Chairman, it's John Whittington from the Australian Shareholders' Association again for the last time you'll be glad to hear. Firstly, we would like to say welcome to Ms. Stephenson, congratulate her on her handling of a difficult job at Myer and hope this role is far less contentious. Mr. Chairman, we acknowledge Ms. Stephenson's skills and experience. But since many retail shareholders are kept in the dark about the process of recruiting new directors and often think it's jobs for Mates, we believe the best way of addressing this concern is for greater transparency of the recruitment process. To this end, would you please explain the recruitment process that resulted in Ms. Stephenson's appointment?

Absolutely, John. So there are 2 ways you can recruit nonexecutive directors. You can employ a search firm or you can use your networks. And one of the greatest assets the directors bring to companies are their networks, people they've met over a very long journey and they've dealt with and who they know. So we opt for the latter. We use our networks to identify people that we believe bring the necessary skills to the Board that we need and that we're looking for. So some of us had had prior dealings with Jo, and we're incredibly impressed with the way she's handled herself over the journey. And we approached her to join the Board. We did interview other people in our networks. For various reasons, we didn't deem suitable. However, we managed to convince Jo to join the Board, and we're very glad that she agreed. Are there any other questions?

There's no online questions.

Okay. If there are no further questions, I ask that you place your vote in relation to item 4, concerning the election of JoAnne Stephenson as a Director of the company. This brings us to the end of the formal business of the meeting. I'll now provide shareholders with an additional minute for poll voting to be completed. Please ensure that you've cast your vote on all resolutions. If there are any final questions, I invite you to ask them now while we wait a moment for the voting to close. [Voting]

Mr. James Kelly, he sold some shares about a year ago, and he still got a certain amount left. I don't think I know exactly how many he's got left, but what percentage of the company does he still hold? And he's free to sell them anytime he feels like it or does he has to hold them for x amount of time? Or is there any restrictions on -- you know the question.

I do know the question, Joe. So I'll pass to James in a second. But James is bound by the normal blackout periods that are in place when -- that normally happen for any company. So the 2 weeks prior to this meeting, for example, was a blackout period where no one can sell shares. Similarly, we are prevented from trading in any shares whilst we're in possession of any material information, et cetera, you know the story there. So outside of that, James, is free to deal with his shareholding as he sees fit.

And Joe, I last sold shares as you recall, back in 2021, and I haven't sold shares since. I have 7.7 million shares. So again, I love this company. So it's not...

Will you turn up -- if we have an AGM next year, will you be here?

I'll be here with you, Joe, 100%. I know...

Joe, he'll be sitting next to you asking questions.

I'll be sitting next to you asking questions, Joe. As long as the pastries are as good as these, I'm happy.

I'm glad you have excellent [indiscernible] you didn't spend much [indiscernible] bought himself a beautiful house.

Thank you. So I confirm that voting is now closed. The results of the poll will be notified to the ASX and put on the website later today on the company's website. On behalf of the Board, I would like to thank James and the team, lifestyle team, who shows such incredible dedication and commitment for the company. And thank you to you, our shareholders, for your ongoing support and investment in Lifestyle Communities. Before closing, I'd like to pay tribute to our Founder and Managing Director, James Kelly, who steered Lifestyle Communities from its inception and listing in 2007, to the company it is today. James' achievements are well documented and will be rightfully celebrated as we approach his retirement date of 31 December or should I say, rewirement date of 31 December. James, on behalf of all shareholders and the board, I'd like to publicly thank you for your incredible passion, energy and vision in leading this company for so many years and wish you all the very best for your next chapter. With that, I'd like to thank everyone for attending today in person and online. I now declare the meeting closed. Thank you.