National Storage REIT (NSR) Earnings Call Transcript & Summary

October 26, 2022

Australian Securities Exchange AU Real Estate Specialized REITs shareholder_meeting 59 min

Earnings Call Speaker Segments

Anthony Keane

executive
#1

Good morning, all. I would like to begin by acknowledging the traditional custodians of the land on which we meet today as well as the traditional custodians of the land on which our centers are located across Australia and New Zealand, and I'll pay my respects to elders, past, present and emerging. On behalf of the Board of National Storage REIT, it is my pleasure to welcome you to the 2022 Annual General Meeting. My name is Anthony Keane, and I'm the Chairman of National Storage Holdings Limited. The shares of which are stapled to the units in the National Storage Property Trust and is listed on the Australian Securities Exchange as National Storage REIT. Our business operates across every state and territory of Australia and throughout New Zealand. We are grateful to be part of the local fabric of so many local communities and offer our thanks to all Australians and New Zealanders for their support as well as acknowledging the importance of diversity, tolerance and respect for each other on a range of issues in our daily lives. I'm also the Chairman of National Storage Financial Services Limited, the responsible entity of the National Storage Property Trust and have been appointed as Chair for the meeting of unitholders of the trust, which will be run contemporaneously today. We are holding this year's AGM as a hybrid meeting. Securityholders were given the option to attend in person here in Brisbane or to participate virtually through the Computershare meeting platform. The Computershare meeting platform will allow those securityholders, proxies and guests who would like to participate virtually to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, securityholders and proxies can ask questions and submit votes. For those attending online, we have published on our website and on the ASX, the virtual meeting online guide, which explains how to attend and participate in the AGM virtually. [Operator Instructions] This year, securityholders can also make comments or ask questions verbally through the questions and comments audio facility through the Computershare meeting platform. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, they may be amalgamated together. For those attending in person today, there will be an opportunity for comments and questions in respect of each item of business following the conclusion of item 11. Voting today will be conducted by way of a poll on all items of business. I'll shortly open voting for all resolutions other than the continued resolution. I'll start by outlining the procedure for voting in person. On entering the meeting, securityholders, representatives, attorneys, securityholders as well as proxy holders should have received a yellow voting card. Relevant voting instructions and all resolutions are printed on the voting cards. I encourage securityholders and the representatives to complete their voting cards after each item has been discussed. However, voting cards will only be collected at the conclusion of discussion of all items of business. To vote, simply place a mark in the for, against or abstain boxes for each resolution. If you mark the abstain box, your vote will not be counted for that resolution. If relevant, please indicate whether you're voting as an attorney or representatives. At the time of voting, if you are uncertain about any of the voting procedures or require any assistance, please raise your hand and a representative from Computershare will be happy to help you. At the conclusion of the meetings, please ensure that you have marked your votes for the respective resolutions and then give your completed voting card to a representative of Computershare. I will now outline the procedure for voting online. If you're eligible to vote once voting opens, press the vote icon and all resolutions that are open to voting will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit the submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. The meeting has been called under the Notice of Meeting dated 23rd of September 2022, the details of which were sent to all securityholders. If there is no objection, I propose to take the notice as read. A copy of the notice can be found on the National Storage investor website if required. It is now 10:05 a.m. Brisbane time and I've been informed by a shareholder registry, Computershare, that a quorum is present. So I formally declare the meeting open. And therefore, formally open the poll for voting on each relevant item of business now other than the continued resolution. I would now like to introduce the directors and senior executive team of the company. The nonexecutive directors, Howard Brenchley, Chair of the Audit and Risk Committee.

Howard Brenchley

executive
#2

Good morning.

Anthony Keane

executive
#3

Steven Leigh, Chair of the Remuneration and Nomination Committee; Inma Beaumont, member of the Audit and Risk Committees; Scott Smith, member of the Audit and Risk Committees; our Managing Director, Andrew Catsoulis; our Executive Director and Company Secretary, Claire Fidler; and our Chief Financial Officer, Stuart Owen. I would like to take this opportunity to acknowledge our previous Chairman, Laurie Brindle; and our retiring Director, Steve Leigh, for their significant contributions to the organization as Board members for the last 8-plus years. As announced previously this year, Laurie retired in April and Steve will be stepping down effective from the conclusion of the AGM today, and we wish them both all the best for the future. Please note that myself, Inma Beaumont and Scott Smith are standing for reelection. Details of which are included in the Notice of Meeting. Representatives of our auditor, Ernst & Young; our share registry, Computershare; and our lawyers, Allens, are also present at the meeting today. This morning, I will provide a brief overview of our business, and I'll then hand to Andrew for an operational update. We will then turn to the formal part of the meeting as set out in the Notice of the Meeting. NSR has sustained a robust growth trajectory throughout FY '22. The resilience of our business model as well as the consistent application of effort by our exceptional team and their desire for continuous improvement has again resulted in strong returns across all areas of our business. Our group occupancy grew by 2.8% to 88.9%, rate per square meter increased by 18.8% to $302 and revenue per available meter, REVPAM, grew by a notable 20.9% to $268. These excellent results have been delivered through the execution of our 4 pillars growth strategy, which is focused on achieving organic growth through progressively increasing rate and occupancy, undertaking accretive acquisitions, delivering development and expansion projects and harnessing new technology and innovation to achieve business efficiencies and economies of scale. Andrew will provide further insight into these specific areas later in the meeting. NSR's commitment to achieving enhanced sustainability outcomes remains unwavering and I direct you to our latest Sustainability Report in this regard for details of our ongoing activities in this area. Our latest report shows our evolution towards TCFD alignment and the GRI sustainability framework. Total revenue grew 29% from $215 million to $277 million for the financial year. Our operating profit was up 34%. And importantly, our EBITDA margin also increased to 64%, demonstrating the improving efficiency of our business model and the maturation of our business. Underlying earnings increased 46% to $126.5 million and NSR's total assets increased by 26% to $3.95 billion. NSR's securityholders have seen revenue growth of over 420% and underlying earnings growth of 550% since December 2014. Macroeconomic tailwinds continue to support our business in FY '22, as industry awareness increased, dwelling sizes decreased and workforce flexibility has been a mainstay. Likewise, the trends towards downsizing, our aging population, a strong housing market and the proliferation of e-business activity have also created additional demand for secure and convenient self-storage in Australia and New Zealand as well as in many other markets around the world. NSR has now executed over 160 high-quality acquisitions since its IPO in 2013 and is still seen as the acquirer of choice by third-party owned self-storage operators in Australasia. In FY '22, we acquired 14 new storage centers, the freehold of 1 previously leasehold storage center and 8 development sites totaling $200 million. The ownership of self-storage centers remains highly fragmented, and we are confident that this pipeline of high-quality storage centers will continue to create acquisition opportunities for the foreseeable future. The NSR development team remains fully engaged with 5 projects comprising over 38,000 square meters of NLA added in FY '22. We currently have 34 active projects in the pipeline at present with 10 projects under construction. Our activities extend across new greenfield and brownfield constructions, expansion of existing centers as well as our revised program, which targets optimization of mature centers from a functionality, stainability and efficiency perspective. Our business automation and innovation initiatives continue with current focus placed on upgrading our contact center technology and continuing to simplify and improve our online booking and move-in process. Numerous other industry-leading initiatives are planned for the remainder of FY '23. In addition, cybersecurity remains a high priority for our business and our improvement program is well underway to ensure the protection of our systems and our customer and employee data. Regarding capital management, NSR has successfully transitioned its debt from a secured to an unsecured platform, retaining all key lenders during the process. NSR has been able to significantly broaden its lender base with the introduction of multiple new participants in the lender group in the last 12 months. This provides significant additional borrowing capacity as and when required. Investors continue to enjoy growing returns. And this year, we delivered underlying EPS of $0.106 per stapled security, above initial guidance, and made a distribution of $0.10 per stapled security. Since IPO, NSR has delivered total securityholder returns of 308%, significantly outperforming the ASX 200 and the ASX 200 A-REIT index by 185% and 213%, respectively. NSR's Board and senior management remain confident of National Storage's ability to continue to deliver superior returns for FY '23 and in years to come. As always, our staff are our greatest assets and I wish to thank each of them today for their part in delivering these exceptional results. Our senior executive team remained focused on driving growth across the 4 strategic pillars and developing multiple revenue streams to deliver stable and growing returns for our investors. We would like to thank you, our valued investors, for your continued to support as we look forward to the year ahead. I'd now like introduce our Managing Directors, Andrew Catsoulis, to report on activities during the year. Andrew?

Andrew Catsoulis

executive
#4

Good morning, everyone. My name is Andrew Catsoulis, I'm the Managing Director and CEO of National Storage REIT. I want to give my own personal welcome to [ Tony and the Board ], welcome to everyone here today and everyone watching us online. Before I get into the FY '22 operational review. I'd like to just take this opportunity to make a couple of preliminary comments. FY '22 was a year of significant achievement for National Storage REIT. And we not only survive a very challenging operational environmental issues and some macroeconomic challenges, but we thrive throughout FY '22, building on the strong progress we made in FY '21. We remain the top-performing A-REIT over that period with returns, as Tony has alluded to, that significantly outperformed both the ASX 200 and ASX 200 A-REIT. This is not a coincidence. This is a strong team effort and it's guided by our Board, orchestrated by our senior executive and supported fantastically by our management, senior management, state managers, our operational team and our head office. And of course, our wonderful set of staff who perform their daily duties in the context of delivering team work, care and excellence across the group, which are our 3 core principles. The team has delivered some fantastic results that you've seen in the results that were published at start of our FY '22 results reporting. But really, it's a testament to their daily dedication that we also received the Canstar Blue Award again this year for Australia's most satisfied customers in self-storage, which is really a tremendous achievement that goes back to the team's hard work and diligence in delivering excellence in customer service across 230 centers spanning every state and territory in Australia and, of course, New Zealand. My thanks go out to not only our Board but my senior executive and management team, they operate above and beyond the call of any reasonable expectation that we might have and consistently outperformed, and that's what enables us to deliver the results that you've seen across the last number of years. I would like to add my sincere thanks to both Laurence Brindle who stepped down earlier in the year and Steve Leigh will be departing the Board today. Steve, in particular, we've mentioned Laurence in our FY '22 results. But given the other types of day, I would like to say how grateful we are for your calm assurance, the wisdom gained from over 40 years at the pinnacle of the property industry, your authoritative but gentle approach in guiding us through the last 8 years. And of course, you're laconic which will greatly miss from our meeting. And whilst you're departing the Board today, you'll forever remain I'm sure a friend and ally of National Storage and the team. But of course, with departure comes renewal, and it gives me great pleasure to affirm, I would share in this voting today our 2 -- appointment of our 2 new Board members, Mr. Scott Anthony Smith and Inma Beaumont. Inma and Scott individually bring a wealth of experience in their respective fields to our Board and have already demonstrated some fantastic benefit in the short time that they have involved in the National Storage Board, and I'm sure that will continue to manifest for years to come. And thank you both for agreeing to step on to the Board. I'd also like to take this opportunity to thank my executive team, Ms. Claire Fidler, who's our Head of Legal, Governance, Compliance and Risk; and Mr. Stuart Owen, our Chief Financial Officer. Both Claire and Stuart undertake an enormous job in managing the overall business operations and both of them have provided enormous service to achieve the results that you've seen. I'm also happy to announce today that we've made a decision to expand our executive team, and I welcome Emmanuel Lynch to the executive. Manny is currently our Chief People and Performance and through many of these initiatives, we've seen the continuing development of our team, both at a head office level, but also throughout the individual states and territories in which we operate and, of course, throughout New Zealand into a team demonstrating elite performance at every level. And much of that has been instilled by Manny. So welcome to the executive, Manny. I'll now move straight into our results review. So as you all have seen, A-IFRS profit for FY '22 of $620.6 million. That reflects underlying earnings of $126.5 million, up 46% year-on-year. Underlying earnings of $0.106 per stapled security, up 24.7%, and net tangible assets of $2.34 per stapled security, up 24%. So that reflects an FY '22 total return of 29.1% and group occupancy has risen to 88.9% as at June 30 '22, up 2.8%. Group REVPAM at the same date of $268, up almost 21%. We've provided our FY '23 guidance. Underlying EPS minimum of $0.111, representing a minimum 5% growth and underlying earnings greater than $133 million. Turning to our key operational metrics. We've seen sustained REVPAM growth through FY '22, which has consolidated the gains made in FY '21. Group REVPAM increased by 20.9% to $268. Group rate increased to $302, up 18.8%. Group occupancy, as mentioned, up to almost 89%. And our revenue management strategies continue to deliver improved financial performance across the group. Importantly, occupancy across our 18 let-up centers as of June '22, grew by 17.9% to 74.3%. What that reflects is not only are we delivering new space on the ground in the form of continuing to add to our build capacity, but we are filling that build capacity. And of course, that provides a fundamental building block to the continuing success of the business being organic growth, one of our key 4 pillars strategy. I'll now move on to our second pillar, acquisitions. We've seen 23 acquisitions totaling $200 million transacted in FY '22. We remain focused on our ongoing acquisition strategy and my thanks goes out to the acquisitions team for their fantastic efforts in continuing to identify, negotiate and execute these high-quality acquisitions. Represents 14 new storage centers, the freehold of one previously leasehold storage center and 8 development sites acquired over that period. 5 additional centers and 10 development centers have settled in the post-June 30 period today. We're transacting these acquisitions across both Australia and New Zealand, and these acquisitions add to the scalability of the operating platform, which continues to drive efficiencies across the business as a whole. I'm pleased to be able to announce the forward-looking acquisition pipeline remains strong, and we continue to strongly focus on executing high-quality accretive acquisitions into the portfolio. I'll now turn to our third pillar of growth, development, expansions and redevelopments. We have increasing focus on this pillar, given that we see the maturation of the business with those high levels of occupancy across mature centers. So of course, being able to add build capacity to the pipeline means that we are able to execute on those twin strategies of growing both organic, right, per square meter at our existing centers, but also growing revenue through our newly developed and immature centers which is the other side of the organic growth coin, if you will. From a development perspective, we completed 5 projects during FY '22, adding 38,300 square meters. We have 34 active projects underway with 10 projects actually under construction. Our aggregate net livable area pipeline now amounts to in excess of 240,000 square meters, and that's everything from the design development stage right through to projects under construction at or near completion. From a new development perspective, 21 active projects, 7 projects under construction. This is the breakup between our new developments and expansions and aggregate pipeline of 155,000 square meters, which will be developed over the next 2 to 3 years. We're targeting out of these developments a double-digit IRR at stabilized and a 10%-plus yield on cost at stabilized revenue. In terms of our expansions and redevelopments, we really look for value-added potential through the strategic expansion and optimization of existing land parcels. These expansion and redevelopment projects currently amount to 13 active projects, representing 85,000 square meters. And again, we're targeting double-digit returns from a yield on cost perspective at stabilized. I'll now turn to a brief discussion of our environmental, social and governance or ESG commitments. We're committed to the sustainable practices across our entire ESG landscape. ESG comprises a fundamental component of our decision-making in respect of our 4 pillars strategy. And it includes how we foster organic growth, how we target acquisitions, how we execute our development and expansion program and also how we apply technology and innovation to improve our business operations. NSR is revising its sustainability reporting framework and working towards alignment with both GRI and TCFD principles. Our focus is to reduce our volume impact. We've seen that with the installation of solar PV systems and energy-efficient lighting across over 120 centers. This is continuing to reduce the carbon footprint. That represents almost 11,000 solar panels. And that program, I might add, is ongoing and continues to roll out across our centers throughout the group. We're also converting our existing portfolio to more durable and energy-efficient lighting. We've conducted -- completed our first carbon footprint audit to measure NSR's carbon footprint. And those results are contained in our Sustainability Report. I'll direct your attention to that report for further detail. Importantly, we launched our NS Cares program, which is an initiative to partner with various charity and support agencies targeting diversity, mental health, indigenous support, medical research and safety. Our employee development program has seen several important staff promotions and it provides important pathways for our staff to evolve into new areas of challenge for themselves to the benefit of the business as a whole. Moving forward to give you a quick results update in terms of our FY '23 results today. We've increased the reportable center group from 177 to 195 centers. What that essentially means is that those 195 centers at about 230 center plus portfolio are now at essentially material levels of occupancy. Group REVPAM across the centers increased to $264 as at September 30, 2022, that's up 1.2% from the $261 at June 30. This is important because it reflects the fact that despite some challenging macroeconomic conditions, NSR is continuing to grow REVPAM across the group. Group rate also increased to $302 as at September 30, 2022, up 2.3% from the $295 at June 30, '22. Group occupancy just marginally down by 0.6% to 87.9% and let-up center occupancy, importantly, has increased by 4.6% to 50.7% for our updated group of 13 centers, which remain in let-up. Of course, that number will be added to as more centers are completed and tip into that new let-up center pool. From an acquisition perspective, we've completed 5 storage centers -- 5 acquisition storage centers totaling $37 million, and that's added 16,800 meters (sic) [ square meters ] of net lettable area to the group. And 10 -- we've also acquired 10 developments sites for $46 million. Our development pipeline, as I've mentioned, remains strong with 7 projects expected to complete during FY '23. We've also enhanced our website, our contactless move-in process and online marketing developments continue, and that's adding important competitiveness the way that we identify and generate and acquire customers. Turning to our FY '23 guidance and outlook. We maintain our underlying EPS guidance of $0.111 per security that implies a minimum 5% EPS growth. And underlying earnings greater than $133 million, distribution guidance remains in that 90% to 100% payout of underlying earnings range. And you'll see there we have some key assumptions with REVPAM growth, not less than 4%. Our average floating interest rate has been assumed to be 3.92% base rate and acquisitions of $200 million to $300 million for the year. So that precedes my -- that concludes my operational data and also provide some initial outlook for what we've seen in the first quarter of FY '23. And I'll pass back to our Chairman, Mr. Keane.

Anthony Keane

executive
#5

Thank you, Andrew. In respect to the voting at today's meeting, I uphold that each member voting through the portal in person or by proxy, attorney or corporate representative, has one vote for each security held. Only one vote is allowed for joint holding. If more than 1 joint holder tenders a vote, the vote of the member named first in the register must be accepted to the exclusion of the others. If a proxy has been directed to vote in a particular manner, if the proxy is entitled to vote, he or she must vote in accordance with that direction. And for some items of business, certain votes will be disregarded, as explained in the voting exclusion statements in the Notice of Meetings. As Chairman of this meeting, I advise that I intend to vote all undirected proxies in favor of resolutions in items 2 to 11 and in item 12, if required. I will now move on to the formal business of the meeting. There are 12 items on the agenda. Item 1 relates to the financial statements and does not require a vote. Items 2 to 12 are resolutions for considerations today. Items 2 to 9 and 12 are ordinary resolutions, which means that in order for each resolution to be passed, more than 50% of the votes cast on the resolution must be in favor of this. Items 10 and 11 are special resolutions, which means that in order for each resolution to be passed, at least 75% of the votes cast on the resolution must be in favor of it. Items 10(a) and 11(a) are [indiscernible] such that if item 10(a) is not passed, item 11(a) will not be passed and vice versa. For completeness on items 10(b) and 11(b) [indiscernible]. There is 1 contingent part of the formal business, which exclude resolution is item 12. It will only be put to the meeting if at least 25% of votes cast on item 2 are cast against the adoption of the remuneration report. The Notice of Meetings invited all the securityholders to submit any written questions electronically, either prior to today's meeting or through the portal during the meeting. As mentioned earlier, we will respond to written and verbal questions following the conclusion of item 11. Item 1. The first item of ordinary business listed in the Notice of Meeting is to receive and consider the financial statements of the company and the trust for the year ended 2022 and the reports of the directors and auditors. [indiscernible] from EY, the entity's auditor, is in attendance with us at this meeting and questions may be directed to him through me relative to the conduct of the audit and the preparation and content of the auditor's report, the accounting policies adopted by the company and the trust and the independence of the auditor. It's not necessary for the meeting to formally approve the financial statements or reports. This item gives securityholders the opposition -- or the opportunity to ask questions about the company and the trust and the operational performance of the REIT. Please submit any comments or questions you may have in relation to the financial report, the directors' report, the auditor's report or on the operations of the company and the trust so that we can respond at the end of the meeting. I'll now move on to item 2. The next item of the agenda today is to present securityholders with the remuneration report for the financial year ended 2022. I would like to make a few introductory comments and put the report in context. The remuneration report looks back at the remuneration arrangements for the 2022 financial year and relates to the remuneration of key management personnel and fees paid to directors during the year. The Board has taken on feedback received on the FY '21 remuneration report. And in conjunction with external consultant, worked at improving the structure, disclosures and readability of the FY '22 remuneration report. This year's report has been enhanced to address the concerns raised by interested parties, and the Board believes the risk report has made a significant improvement. The remuneration report contained in the FY '22 annual report provides securityholders with detailed disclosure regarding the terms of and rationale behind the company's remuneration framework. We believe we have developed policies which balance the need to attract and retain senior executives with value to securityholders. The objective of the remuneration policy is to ensure that the company's remuneration is competitive, reflects responsibilities of the officers and ensures that the company can attract and retain directors and key management personnel with the skills and capabilities required to deliver REIT's objectives. Our policies demonstrate the relationship between performance and remuneration and aim to motivate senior executives to pursue the long-term growth and success of the company. The Board believes it has a successful remuneration structure that creates incentives for high-performance executives and which delivers financial reward to them when the company increases its earnings and value. Please note that a vote on item 2 is advisory only and is not binding. However, any discussion on this item and the outcome of the nonbinding vote will be taken into consideration by the Board. Against that background, I now move that the remuneration report for the financial year ended 30th of June 2022, as detailed in the company's annual report, be adopted. Details of valid proxies received by the company on this resolution appear on the screen. A voting exclusion applies to this item as set out in Notice of Meetings. The voting exclusion means no key management personnel or members of the senior management team or any of their closely related parties may vote on this resolution. And as a result of last year's strike against the FY '21 remuneration report, this year's Notice of Meeting included the continued [indiscernible] resolution. [ Based on proxy results votes ] received prior to the commencement of this meeting, Computershare has advised that less than 25% of the votes cast on item 2 are against adopting the remuneration report at 2022 AGM. Accordingly, we will not be putting item 12 [ before this meeting today ]. Item 3. We move to the resolution ordinary business item 3, being the election of myself as a director. As this item concerns my own reelection to the Board of the company, it is appropriate that I should step down from the Chair during this item. Therefore, with the lead of the other directors, I call upon Howard Brenchley, Chair of Audit and Risk Committees, to assume the chair for this item.

Howard Brenchley

executive
#6

Thank you, Tony. We move to the resolution ordinary business item 3, being the reelection of Anthony Keane, Mr. Keane's biography is set out in the Notice of Meetings. For the company to meet the requirements of the ASX listing rules and the company's constitution, there must be an election of directors at each Annual General Meeting. Mr. Keane has offered to retire as a director of the company and offers to -- offer himself for reelection as a director of the company. The company accepts Mr. Keane's retirement. In accordance with Rule 11.3(b) of the constitution, the directors of the company, with the exception of Mr. Keane, who is abstaining from this resolution, recommend Mr. Keane be reelected as a director of the company and recommend that securityholders vote in favor of this resolution. Details of valid proxies received by the company on this resolution appear on the screen. I'll now hand back to the Chairman.

Anthony Keane

executive
#7

Thank you, Howard. We move to the resolution ordinary business item 4, being the election of Inma Beaumont as a director. Ms. Beaumont's biography is set out in the Notice of Meetings. For the company to make the requirements of the ASX listing rules and the company's constitution, there must be an election of directors at each Annual General Meeting. Ms. Beaumont was appointed by the directors as an additional director in July this year, pursuant to the company's constitution. The ASX listing rules and the company's constitution provides that the director appointed in this manner holds office until the conclusion of the next annual general meeting, but is eligible for election at that date. Ms. Beaumont has agreed to stand for election as a director of the company. In accordance with Rule 11.3(b) of the constitution, the directors of the company, except for Ms. Beaumont who is abstaining from this resolution, recommend Inma Beaumont be elected as a director of the company and recommend that shareholders vote in favor of this resolution. Details of valid proxies received by the company on this resolution appear on the screen. We move to the resolution ordinary business item 5, being the election of Scott Smith as a director. Mr. Smith's biography is set out in the Notice of Meetings. For the company to meet the requirements of the ASX listing rules and the company's constitution, there must be an election of directors at each Annual General Meeting. Mr. Smith was appointed by the directors as an additional director in July this year pursuant to the company's constitution. ASX listing rules and the company's constitution provided the director appointed in this manner holds office until the conclusion of the next Annual General Meeting, but is eligible for election at that meeting. Mr. Smith has agreed to stand for election as a director of the company. In accordance with Rule 11.3(b) of the constitution, the directors of the company, except for Mr. Smith who is abstaining from this resolution, recommend that Mr. Scott Smith be elected as director of the company and recommend that shareholders vote in favor of this resolution. Details of valid proxies received by the company on this resolution appear on the screen. We moved to the resolution ordinary business item 6, being the approval to issue 464,829 stapled securities to Andrew Catsoulis on behalf of the company and the trust as payment for the equity component of the short-term incentive and long-term incentive payments awarded to Andrew Catsoulis for remuneration financial year -- for the financial year ended 30th of June 2022 on the terms set out in the explanatory notes of the Notice of Meeting. Details of valid proxies received by the company on this resolution appear on the screen. A voting exclusion applies for this item as set out in the Notice of Meetings. The voting exclusion means that Mr. Catsoulis and any other person who will obtain a material benefit as a result of the issue of the securities, except to the benefit solely by reason of being a holder of stapled securities or any associate of those persons, any person who is a key management personnel or any of their closely related parties may not vote on this resolution. We moved to the resolution ordinary business item 7, being the approval to issue 84,113 stapled securities to Claire Fidler on behalf of the company and the trust as payment to the equity component of the short-term incentive and long-term incentive payments awarded to Claire Fidler for remuneration for the financial year ended 30th of June 2022 on the terms set out in the explanatory notes of the Notice of Meeting. Details of [ valid ] proxies received by the company on this resolution appear on the screen. A voting exclusion applied to this item are set out in the Notice of Meetings. The voting exclusion means that Ms. Fidler or any other person who will obtain a material benefit as a result of the issue of the securities, except to benefit solely by reason of being a holder of stapled securities or any associate of those persons, any person who is a key management personnel or any of their closely related parties may not vote for this resolution. We've move to the resolution ordinary business item 8, being the approval to issue 368,800 performance rights to Andrew Catsoulis on behalf of the company and the trust under the NSR equity incentive plan in respect to the equity component of the FY '25 LTI award on the terms set out in the explanatory notes from the Notice of Meetings. Details of valid proxies received by the company on this resolution appear on the screen. Voting exclusion applies to this item are set out in the Notice of Meetings. Voting exclusion means that Mr. Catsoulis who is eligible to participate in the NSR equity incentive plan, an associate of Mr. Catsoulis or any person who is a key management personnel or any of their closely related parties may not vote on this resolution. We move to the resolution ordinary business item 9, being the approval to issue 80,600 performance rights to Claire Fidler on behalf of the company and the trust under the NSR equity incentive plan in respect to the equity component of the FY '25 LTI award on the terms set out in the explanatory notes of the Notice of Meetings. Details of valid proxies received by the company on this resolution appear on the screen. The voting exclusion applies to this item as set out in the Notice of Meetings. A voting exclusion means that Ms. Fidler is eligible to participate in the NSR equity incentive plan, an associate of Mr. Fidler or any person who is a key management personnel or any of their closely related parties may not vote on this resolution. We move to the resolution of special business item 10(a), which seeks approval to implement general amendments for company constitution which are now tabled before the meeting, being referred to as the New ASH Constitution in the Notice of Meetings. This resolution is subject to and conditional on item 11(a) being passed. This means if item 10(a) is not passed, the proposed amendments to the NSPT constitution under item 11(a) will not be made and vice versa. The directors together with the company's legal advisers reviewed the company's constitution to consider whether any additional amendments are necessary given recent and potential future developments in corporate law and governance. The general amendment seek to itemize certain company corporate governance practices, reflect changes to the ASX listing rules and the proposed replacement of the ASX CHESS system, allow the company to rely on the recent changes to the Corporations Act to facilitate electronic delivery of documents to shareholders and to introduce new proportional takeover approval provisions. The proposed general amendments are set out in the New NSH Constitution in [indiscernible] and a summary of which is included in the explanatory notes accompanying the Notice of Meeting. Proposed general amendments considered in this item 10(a) do not include the highlighted in articles 9.2 and 9.3 of the New NSH Constitution, which was the subject of Resolution b, which is being withdrawn prior to this meeting. Item 10(a) is a special resolution, meaning that the resolution must be passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution. Details of valid proxies received by the company on this resolution appear on the screen. We move to the resolution special business item 11(a), any approval to give effect to the general amendments to the National Storage Property Trust Constitution is set out in the Supplemental Deed and its Schedule which are now tabled at the meeting. This resolution is subject to and conditional on item 10(a) being passed. This means if item 11(a) is not passed, the proposed amendments to the company constitution under item 10(a) will not be made. A summary of the proposed general amendments to the constitution of NSPT is set out in explanatory notes accompanying the Notice of Meeting and largely aligned with the general amendments proposed to be made by the company's constitution under item 10(a). Details of valid proxies received by the Property Trust on this resolution appear on the screen.

Anthony Keane

executive
#8

We will now answer questions relating to resolutions 1 to 11 that have been submitted throughout the meeting and welcome securityholders to ask any additional questions. We will begin by answering any questions from the floor, followed by written questions and verbal questions applied on those items. Those in the room who wish to ask a question can raise your hand now to indicate your interest. There's no questions. Moving to the written question. I'll read the questions. Very good results for very trying times. Will the Board consider a more focused approach of individual director skills? So the retail investors consider -- can consider in advance the skill set of directors [indiscernible] to ensure good skills coverage on the Board. Yes. The response to that is the Board regularly reviews all executive and Board positions to ensure continuity for the organization and directors and executives have a combined skill set that covers all aspects of the business. We internally track our Board skill set in light of [indiscernible] specific business, and we look to build a pool of talent within the organization of the skills required to effectively operate the business. NSR will consider providing greater detail on the skill set of individual directors in the future annual reports. Are there any other written questions? The question is Australian Shareholders Association preferred directors on one with remuneration as shares after 3 years on the Board. We have [ forward Mr. Spetz ] been well underway. Thank you for your question. The company also encourages directors and executives to hold shares in NSR, but we do not specifically [ reach the target ]. The question is we are all aware of continuing security breaches for companies in the news. What extent is the company at risk and prepared for willful exploiters? The answer is all organizations are at risk of cyber breaches. NSR has a comprehensive cybersecurity program and continues to improve and enhance its cybersecurity process. Turning to verbal questions. Can the -- please, can the webcaster advise if there are any securityholders on the line?

Operator

operator
#9

There are no phone questions at this time.

Anthony Keane

executive
#10

That concludes our discussion on the items of business. In a couple of minutes, I'll close the voting system and formally ask Computershare, as returning officer, to count the votes following expiry period. Let's ensure that you have cast your votes on all resolutions. If you're voting in person, please ensure that your voting cards have been completed for each resolution for you today. Representatives from our share registry, Computershare, will collect your completed voting card shortly. If you are uncertain about any of the voting procedures or require any assistance, please raise your hand and a representative from Computershare will be happy to help you. You're voting by the online portal. Please remember to click on submit vote at the [ button ] of the resolution to submit your voting card. I'll now pause to allow you time to finalize those votes. [Voting]

Anthony Keane

executive
#11

I now declare voting closed. The results of the poll on items 2 to 11 will be released to the ASX shortly and made available on our website today. Thank you for your continued support and for your attendance today. That concludes the official business of this meeting, and I now declare the National Storage REIT 2022 AGM closed. Thank you, and good morning.

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