Scentre Group (SCG) Earnings Call Transcript & Summary

April 9, 2025

Australian Securities Exchange AU Real Estate Retail REITs shareholder_meeting 133 min

Earnings Call Speaker Segments

Maureen McGrath

executive
#1

Good morning, everyone. I'm Maureen McGrath, Company Secretary of Scentre Group. I've been invited by our Chair, Ilana Atlas to commence the meeting by running through some housekeeping matters. For those of us who are attending in person, in the event of the -- of an emergency, this building has a 2-stage alarm system. There are 2 types of evacuation warnings. The first one is when we'll hear a series of beats. When this warning is heard, please standby for further instructions from the Wesley fire wardens. If we hear a series of whoop sounds, that means we will need to evacuate. There are 4 exits in the auditorium, 1 either side of the stage and 2 at the rear. Fire wardens will guide you out of the building and to the emergency meeting point, which is at Hyde Park near St. James Station. I will now turn to procedural matters for today's meeting. Today's meeting is a hybrid meeting. Securityholders have been provided instructions at how to participate in vote in the Notice of Meeting and online guide, which is available on the website. Voting on all resolutions will be by way of poll. I will now run through how securityholders can vote, can ask questions. Security holders who are attending in person can vote on their devices through the Computershare platform by scanning the QR code on the white voting card. This will take you to an online voting page. Once the Chair declares the poll is open, all items of business before the meeting will be displayed on your mobile device, along with voting options. To cast your vote, select 1 of the options. There is no need to hit submit as the vote is automatically recorded. You'll receive a vote confirmation notification on your screen, and you can change your vote up until any time when the Chair declares the poll is closed. If you do not have a mobile device or having technical difficulties, you can complete the voting items on the back of your voting card. You will need to give that card to a Computershare representative. Securityholders present today can ask a question by using the microphones in the auditorium. If you wish to ask a question, please approach one of the microphone attendants and show your attendance card. Before you ask a question, if you could please state your name. If you're unable to get to a microphone, we will bring one to you. Nonsecurity -- nonvoting security holders in the room will have received the yellow card and will not have the ability to vote online. Securityholders participating online can vote by selecting the Vote icon and voting options will appear on the screen for you to select. A tick will appear to confirm receipt of your vote. To change your vote, select, click here, change your vote and press a different option. Again, you can change your vote up until the time the Chair declares the poll is closed. Securityholders who are participating online can submit questions through the online meeting platform at any time during the meeting until the end of questions. [Operator Instructions]. Although you can submit questions from now that will not be addressed until the item is being discussed. Questions may be moderated or if we will receive multiple questions on 1 topic may be answered together. Securityholders participating by telephone can ask a question at the telephone line by pressing *1 when the relevant item of business commences. You'll be connected to an operator once we have reached that part of the meeting. To cancel your request, press *2. Proxyholders with directed votes will have those votes automatically voted as directed. All open votes held by a proxyholder will be voted according to the option you select. Barry Azzopardi of Computershare has been appointed as the Returning Officer. Following confirmation by Computershare, final proxy and voting results will be announced to the ASX later today. Finally, if there are any technical issues, the Chair will call for a short adjournment of the meeting with the meeting to be reconvened no earlier than 15 minutes after the adjournment. Any procedural information will be provided on our website. Thank you. And I now hand to our Chair, Ilana Atlas.

Ilana Atlas

executive
#2

Thank you, Maureen, and good morning, everyone. Welcome to the Annual General Meeting of Scentre Group Limited. My name is Ilana Atlas, and it's my honor to be the Chair of Scentre Group. Our AGM is being held as a hybrid meeting. I'm conducting the meeting from the Wesley Conference Centre in Sydney, and securityholders can also participate online and ask questions on the telephone line. Maureen has informed me that a quorum is present, and I declare the meeting open. I would like to acknowledge the Gadigal people of the Eora Nation as the traditional custodians of the land we are on. I recognize that people viewing the webcast of this AGM may be on different lands of different traditional custodians. I'd like to pay my respects to each of their Elders, past and present. And I extend that respect to Torres Strait and Aboriginal peoples here with us today or participating online. Unfortunately, our Chief Executive Officer, Elliott Rusanow, is unable to attend the meeting today. He sends his apologies to all securityholders. Elliott had surgery over the weekend to repair a neck injury. I'm pleased to report that he is at home and anticipates making a quick and full recovery. Elliott prerecorded his address to the meeting on Thursday last week, and it will be played shortly. I would welcome -- I would like to welcome on stage with me, my fellow Nonexecutive Directors: Mike Ihlein, who is Chair of our Audit and Finance Committee; Catherine Brenner, who is Chair of our Human Resources Committee; Craig Mitchell, who joined the Board late last year. Margie Seale, who is Chair of our Risk and Sustainability Committee, Guy Russo, Carolyn Kay and Mike Wilkins, as well as Maureen. I would also like to introduce you to members of the Scentre executive team who are in the front today, Andrew Clarke, Chief Financial Officer; Lillian Fadel, Group Director of Customer, Community and Destinations; and John Papagiannis, Group Director of Businesses. I also welcome all the other members of the executive team and other Scentre team members who are with us today in person or online. I look forward to members of the executive team assisting me and other Nonexecutive Directors in answering your questions today. Mr. Mike Wright, representing the group's auditors, EY, is here today, too. The notice of meeting has been made available to securityholders and will be taken as read. Maureen has already run-through housekeeping matters with you. I would ask that any questions that relate to the item must be held to that item for the meeting. All questions should be addressed to me as Chair. I now move each of the resolutions in Items 2 to 7 of the Notice of Meeting and open the polls in respect of each of those resolutions. Item 8 is a conditional item and will only be put to the meeting of at least 25% of the votes validly cast on Item 6, adoption of the remuneration report cast against the resolution. As Chair, I've been appointed proxy by several securityholders. These include directed and undirected proxies. As set out in the Notice of Meeting and proxy form, all undirected proxies will be voted in favor of items 2 to 7. And if it is put to the meeting against Item 8. I now formally direct -- formally vote all directed and undirected proxies in respect of Items 2 to 7. Following the consideration of the items of business before the meeting, time will then be set aside for you to cast your vote before I close the polls. Let me make a few remarks. The past year has been challenging for our team and our company, and I would like to acknowledge Elliott and all our team for the compassion, commitment and resilience they have demonstrated throughout this time. As you know, on the 13th of April last year, Westfield Bondi was the location of a random and devastating attack where 6 innocent people lost their lives, including 1 of our security team members. Another security team member was seriously injured. On behalf of my Board colleagues and the broader Scentre group team, we extend -- we again extend our deepest and most heartfelt condolences to the families and loved ones of the victims and all those impacted by this attack. It is impossible to fathom their loss. We are grateful for the support of the community and the support the community continues to show to each other, our business partners and our team. This coming Sunday, 13th of April, we observed the 1-year anniversary. Elliott will speak to this further in his address. It is a time of immense grief and sorrow for many. We've been working closely with our employee assistance provider, Assure, on a trauma-informed approach to support our people, business partners, customers and the community through this period. At the end of this month, the New South Wales Coroner will commence an inquest to invest the circumstances surrounding the attack at Bondi. Our team has been assisting Coroner for some months in preparation for the inquest. The Board is very proud of the response of the Scentre team in the initial aftermath of the attack and since. The impact on the organization has been deep and remains ongoing in the ways I've mentioned and many others. The Board knows the stewardship of Scentre Group in gearing with this terrible event will continue for many years to come. Despite the challenges confronted by the team in 2024, Scentre has continued to generate long-term growth for our securityholders in a responsible and sustainable way by focusing on attracting more people more often for longer to our 42 destinations. In 2024, the group delivered strong financial performance with 3.5% growth in funds from operations and 3.8% growth in distributions to securityholders. Our total security return for the year was 20.9%. This was the fourth consecutive year of growth. Elliott's address will provide more details on our performance and our financial performance in 2024 and the some preliminary remarks on our performance in the year-to-date. Sustaining an organizational culture where talent thrives is a priority for the Board. We want to create a workplace where all people who work with Scentre feel safe, respected and engaged. In 2024, we conducted a pulse check with our workforce, which resulted in an overall engagement score of 89%. An engagement score above 70% means we are considered a best practice organization, which is something we've maintained since 2021. We're also pleased with our advocacy score where 91% of our people said they would recommend Scentre Group as a Great Place To work. Regular engagement with our teams in our destinations is important to the Board and was a priority in 2024. We visited many of our Westfield destinations across the portfolio. This included hosting Board and committee meetings on site. Each time we visit a destination, we meet as many of our team members as possible spending time in loading docks and waste areas as well as in our retail spaces. We've also held informal events and roundtable discussions with our team, including with the most recent cohort of our female leadership program. The group's responsible business report, including our Climate Disclosures and our Modern Slavery Statement was released last month. This provided a comprehensive update on our performance. We are preparing for the new sustainability reporting requirements, the Australian sustainability reporting standards, which will come into effect this financial year. Our approach to safety and security is an important topic, which is included in our annual report and responsible business report. During the year, management established a security working group as part of our commitment to destinations, providing a safe and secure environment for our communities. Several Board members joined the working group to assist the Board in its oversight responsibilities and to provide support and insight to management from other organizations and environments. Elliott will say a little more about how we're addressing safety and security in his remarks. We've engaged with major securityholders and proxy advisers throughout the year in response to the 2023 remuneration report vote. We listen to concerns regarding how we remunerate our key management personnel and our disclosures. We address these concerns in our remuneration report for 2024. Details on the changes that we've made are outlined in the remuneration report. In essence, fixed remuneration and remuneration potential for key management personnel, including our CEO, has not changed year-on-year. The target set for short-term and long-term variable remuneration were more stretching in 2024 than in previous years, and that will continue in 2025. We've provided additional disclosure in our remuneration report and in our Notice of Meeting as it relates to the proposed grant of long-term variable remuneration to Elliott. The poll on the remuneration report for Item 6 has not yet been taken. However, based on proxy votes already received, we expect to exceed the required threshold of 75%. Catherine and I would like to thank all of those who engage with us so willingly and constructively to discuss remuneration after last year's AGM. Board renewal and succession planning continues. Appointing directors with an appropriate mix of skills, knowledge, experience and diversity is our objective. The Board's Nomination and Governance Committee is focused on a rigorous analysis of the attributes of our current Board which of these attributes are required to assist the organization reach its strategic objectives and the attributes the Board will lose over the next few years as directors retire. This analysis guides the appointment of new directors and resulted in the appointment of our most recent Director, Craig Mitchell, in October 2024. Craig brings property and finance skills and experience from his long career in the real estate sector. Craig will stand for election today. Steve McCann retired from the Board in June 2024. On behalf of the directors, I extend my thanks to him for his contribution to the group. Mike Ihlein is standing for reelection today at the request of the Board. Securityholders will be aware from the Notice of Meeting that as part of our succession planning, the Board's intention is that Craig will succeed Mike as Chair of the Audit and Finance Committee. Craig will be retiring from his executive role in the next few months. If reelected today, Mike will work with Craig over the next 12 months or so to transition the Audit and Finance Committee Chair role. Once an orderly transition has been completed, Mark will retire from the Board. And we thank Mike for agreeing to stand for reelection on this basis. I thank Elliot and all members of the Scentre Group team for their commitment and dedication to each other, their communities and our business throughout 2024. Our purpose is to create extraordinary places that connect and enrich communities. We live that purpose in 2024. I thank my Board colleagues for their support and wise counsel. Their workload was heavy and demanding, yet there wasn't a moment when they were not available to steward the organization. And finally and most importantly, I thank you, my fellow securityholders for your ongoing support of our company. I'd now like to share with you Elliott's address. Thank you.

Elliott Rusanow

executive
#3

Good morning, everyone. Unfortunately, I'm unable to attend today's annual journal as I have sustained a neck injury that requires immediate surgery to rectify. I expect to make a full and swift recovery. I apologize that I cannot be with you today and have prerecorded this speech for you. I echo the Chair's condolent statement on behalf of the entire Scentre group team to everyone affected by the devastating attack at Westfield Bondi almost 1 year ago. I commend and thank the New South Wales police, emergency first responders, our team members, business partners and members of the public for their brave and courageous actions on that terrible day. I also thank the community for their ongoing support in the days, weeks and months following this tragedy. This coming weekend, we will observe the 1-year anniversary alongside the New South Wales government, Waverley Council and the broader community, including New South Wales police and first responders. From tomorrow until the 16th of April, Oxford Street Mall in Bondi junction will be the primary place for community reflection. Two large commemorative display boards will be installed so that people may visit and reflect in their own time. Westfield Bondi will observe the anniversary on Sunday, the 13th of April in a respectful and sensitive way. Our digital screens will acknowledge the anniversary and the strength of the community found in their support for one another in the aftermath of the attack. A large floral arrangement will be in place within the center situated on Level 4 Nesara. Our concierge desks will all have black ribbons available to members of the community. We will have additional team members working on the day to support our customers, business partners and community. Lifeline representatives will be on site and available to talk to anyone who wishes to be in the center. On behalf of the Scentre Group team, I would like to thank our community for the continued support of our Bondi team and for each other during this difficult period. As the Chair also acknowledged later this month, the New South Wales Coroner will begin the Bondi Junction inquest in relation to the events of the 13th of April 2024. We expect a thorough exploration of what occurred on that day. This may include learnings to improve security arrangements in crowded places such as our destinations. The safety of our customers, business partners and community as well as our team is our highest priority. Our security approach is created in partnership with law enforcement and government agencies. To continuously improve, we invest in all aspects of security, capability, processes and preparedness. We heightened security across all Westfield destinations following the terrorist attacks on October 7, 2023. This was further enhanced post the Bondi attack. Last year, we introduced additional personal protective equipment, including vests for all security officers in every Westfield destination. Body-worn team safety cameras have been rolled out across every Westfield destination in Australia and New Zealand. We will continue to invest in these security initiatives across our destinations. 2024 was a difficult year and one which highlighted the important role each of our 42 Westfield destinations play throughout Australia and New Zealand for their communities. They each represent the heart of each community they serve. Our results have been enabled by the efforts and dedication of our team who are creating extraordinary places and experiences that connect and enrich the community. I would like to thank our team for the results that we achieved in 2024. Our focus is to have more people spend more of their time at our 42 destinations. The more people that come, the more often they come and the longer they stay provides our business partners more opportunities to interact with those customers. It is because of this that we are able to continue to grow our income the business generates for our securityholders. The group's results for 2024 represent the fourth consecutive year that our funds from operations and distributions per security have increased. And we are expecting that this will continue into 2025. For 2024, the group was able to deliver growth in funds from operations of 3.5% to $1.132 billion or $0.2182 per security. In 2024, we welcomed 526 million customer visits, an increase of 14 million compared to 2023. Our business welcomes on average 10 million visitors each and every week. And we have continued to see customer visitations increase in the early part of 2025. In the first 13 weeks of this year, we have welcomed over 130 million visits, an increase of 3% or 4 million more visits than compared to the same 13 weeks in 2024. We continue to grow our Westfield membership program, which now has more than 4.5 million members, an increase of nearly 700,000 over 2023. Our membership program is one of the many ways in which we are able to provide more reasons for people to spend more of their time with us because it facilitates a better understanding of our members, their interests and their behaviors. Another key driver of increased customer visitation has been our continued focus on activating our destinations. This includes partnerships with leading brands, including Disney and Live Nation as well as a program of local and community-based events. During 2024, we commenced a new strategic partnership with the Australian and New Zealand Olympic and Paralympic teams. The Olympics partnership created the opportunity for customers to watch the competitions overseas with fellow fans locally within our destinations that transformed into the local games villages. We will continue to focus on such initiatives to further drive customer visitations to us. By doing so, we are able to create and curate the places where businesses, brands and people want to connect with each other. As a result, our business partners achieved a record level of sales in 2024, increasing to $29 billion. This is $544 million more than in 2023. Total business partner sales have continued to grow at a similar rate in the early part of 2025. For January and February of 2025, total business partner sales are 2.5% higher compared to the same period in 2024. We continue to see strong demand from businesses to partner with us in our destinations. Occupancy increased to 99.6% at the 31st December 2024 compared to 99.2% at the end of 2023. Specialty rents increased by 5.2% and new lease spreads were a positive 2% for the year. We are focused on increasing this level of occupancy even further in 2025 as well as reducing the time it takes from when the store closes to when a new 1 opens. The productivity of our business partners facilitated by our focus on driving customer visitations and an increasing scarcity of available space underpins our earnings growth outlook. We continue to progress our $4 billion pipeline of future development opportunities to enhance our destinations. During the year, the group completed works at Westfield Tea Tree Plaza in Adelaide and Westfield Mt Gravatt in Brisbane with visitation up 8.6% and 6.7%, respectively since opening. We also commenced projects at Westfield Southland in Melbourne and Westfield Burwood in Sydney. Works began on the staged redevelopment of Westfield Bondi in Sydney, where we will introduce a new Virgin Active lifestyle fitness offer on level 1, alongside a new rebel rCX concept store. We look forward to both opening this year. Planning is also well advanced from the lifestyle, dining and entertainment redevelopment on Level 6 at Bondi. The expansion of Westfield Sydney on the corner of Market and Castlereagh Streets in Sydney's CBD continues. New luxury brands will progressively open from the second quarter of 2025. Importantly, we are able to undertake these investment works while growing earnings and distributions at the same time. The group's 42 Westfield destinations are located on more than 670 hectares of land holdings, close to where millions of people live and work as well as existing and planned transport infrastructure. We see this as a tremendous long-term growth opportunity additional to the growth we are focused on generating from our operating business today. Our sites and portfolio of strategic landholdings have the potential to make a significant contribution to residential housing supply across Australia and New Zealand. We are focused on how we can create substantial long-term growth and are exploring densification opportunities at many of our destinations. Last month, the New South Wales Housing Development Authority recommended that Westfield Warringah be declared a state significant development with the potential to create up to 1,500 residential dwellings. This is a significant opportunity for our business and gives us the option to use an accelerated planning process to deliver growth. It is also a recognition by government of the value in locating additional housing supply close to existing urban centers and transport infrastructure. The HDA recommendation for Westfield Warringah follows rezoning approvals received at Westfield Hornsby in Sydney [indiscernible] d Westfield Belconnen destinations. Last month, the New South Wales Housing Development Authority recommended that Westfield Warringah be declared a state significant development with the potential to create up to 1,500 residential dwellings. This is a significant opportunity for our business and gives us the option to use an accelerated planning process to deliver growth. It is also a recognition by government of the value in locating additional housing supply close to existing urban centers and transport infrastructure. The HDA recommendation for Westfield Warringah follows rezoning approvals received at Westfield Hornsby in Sydney and Westville Belconnen in Canberra. We continue to collaboratively participate in state and local planning processes to secure similar opportunities across many of our destinations during 2025 and beyond. We are focused on growing shareholder wealth in a long-term sustainable way. In 2020, during the early part of the pandemic, we made the decision to not issue new share equity and thereby not dilute our existing shareholders. This was a unique decision amongst our peers, many of whom did issue significant amounts of new share equity. Rather, we introduced a new form of capital into our business through the issuance of subordinated notes. At that time, the notes were relatively expensive, but they can help strengthen our balance sheet position as well as preserve the existing shareholder base. Since the end of the pandemic, we have undertaken a number of capital management initiatives that we will continue to do in order to refinance the subordinated notes that we issued in 2020. The result is a net reduction in our interest expense as the refinancings are being completed at a significantly lower cost. In September 2024, the group completed a tender offer for approximately $900 million of the 2026 subordinated notes, which was funded through the issuance of new subordinated notes at a lower cost. Last month, the group effectively refinanced the remaining $1 billion of the 2026 subordinated notes with a new issuance at a much lower cost. In November of 2024, the group also issued $1.25 billion of senior notes, extending the weighted average maturity of our debt. We will continue to work on many capital initiatives that are expected to further reduce our funding costs in the future. At the 31st of December 2024, the group had available liquidity of $3.6 billion, and we continue to maintain our single A credit rating. During 2024, the group successfully established 2 external trusts to become joint venture owners at 2 of our destinations. In June last year, the $310 million Tea Tree Opportunity Trust purchased a 50% share in Westfield Tea Tree Plaza in Adelaide. In September, the $175 million West Lakes Opportunity Trust acquired a 50% share in Westfield West Lakes also in Adelaide. Both of these transactions facilitated the introduction of new third-party capital to co-own these destinations alongside the group. Our strong operating performance and focus on operational excellence has set the group up for continued growth in earnings and distributions. Subject to no material change in conditions, the group's target for funds from operations is $0.2275 per security for 2025, representing 4.3% growth for the year. Distributions are expected to grow by 2.5% for 2025 to $0.1763 per security. On behalf of the Scentre Group team, I thank you for your support.

Ilana Atlas

executive
#4

I'm sure you'll join me in wishing Elliott a speedy recovery. So I'll now turn to the items of business before the meeting and the proxy results for all resolutions before the meeting are now shown on the screen. While I've opened the voting on Items 2 to 7, we'll proceed to discuss each item in turn. Questions from securityholders will be taken on each item of business. And all questions should be addressed to me as Chair. Item 1 is a discussion of the group's 2024 financial statements and reports. This item is not the subject of a vote. Mike Wright from EY, the group's external auditor, is available to respond to any questions relevant to the preparation and content of the auditor's report and the conduct of the order. I'll now ask any securityholders with questions on Item 1, the discussion of the group's 2024 financials to make their way to the microphone or submit their questions online. [Operator Instructions]. Good morning Ms. Lee, how are you?

Natasha Lee

shareholder
#5

Thank you, Madam Chair. As you know, I'm Natasha Lee shareholder, and it's good to see you again. Firstly, I'd like to congratulate the Board on the excellent result last year financially. Yes. The first question concerns the expansion of the Westfield sites to provide housing as you probably recall you'd made mention of that as better utilization of the land holdings last year. Just a clarification, the luxury apartments in Westfield Sydney. Are you intending sale, rent purposes or maybe a mix on that sort of thing? And do you want the questions of one by one.

Ilana Atlas

executive
#6

Why don't you keep going.

Natasha Lee

shareholder
#7

I suppose my -- maybe not for Westfield Sydney, but the other ones, I think that's -- in my view, it's more beneficial for rent purposes only. So rather than sale and having to sort of sugar hit from a sale proceeds to have a long-term investment and have the rental income over a longer period of time. So that's the first question. The second question concerns environmental. Look, you've done a really good job of reducing waste and stuff. There wasn't much mention in the report about water efficiency and kind of like rainwater recovering gray water use? I know that's sort of more difficult and expensive involving plumbing, but maybe you'd like to elaborate on that. There's question about property expenses. On Page 34, you gave a figure for the 2004 year, basically $613 million (sic) [ $614.3 million ], but on Page 88 and Page 82 on the financials, there's $796 million stated. So I was just questioning the discrepancy there. I suppose following on the property things is -- look, I understand that following the events which happened at Westfield Bondi that there was a need to increase expenses such as security. I just wanted to ask about security cameras and whether any AI, artificial intelligence technology is being used. I'm not against identification of people coming into the sites for security and policing purposes. But I just want assurance that there's not things like racial profiling and other types of things, which sometimes AI is used for. And I suppose the final question on -- in this batch related to the audit report. So it's probably one for the auditors. Whilst they talk about a sample basis was used to perform a number of processes, to test the key assumptions regarding the value of the property. How many properties and how was it done? Did they look at the entire property or they look at a selection of things like leases within the property. So just get a feel when you say sample can be sort of like how long is a piece of string?

Elliott Rusanow

executive
#8

Okay. Thank you. So that's 4 questions. Let me deal with each in turn, if that's okay. So first of all, in relation to Westfield Sydney, the development of Westfield Sydney is only retail space from a Westfield perspective. That's not a development -- the units are not a development that Scentre Group is undertaking. We're undertaking the construction, but it's not our development. So it's simply the retail space that is ours and that will open in Q2 this year. I'll hand to -- does that answer your question?

Natasha Lee

shareholder
#9

Yes. Yes.

Elliott Rusanow

executive
#10

In relation to water efficiency, so water efficiency is very important. Clearly, to get water efficient soon, we need to have the cooperation of our business partners. It's very much a focus for us as part of our integrated environmental plan. So there are 3 areas of focus for us. One is energy usage because electricity is our main source of emissions. The second is waste, waste recovery, which we focus on in the report. And the third is water management. And so we are working with our business partners to try and work out ways to make water more efficient in our centers. So certainly, that's an area of focus. The third in relation to expenses, I'll let Andrew answer the question on the expenses in a second. But just in relation to security expenses and AI technology, we don't currently use AI technology in relation to security, and it's something we had considered. But currently, we don't feel that AI technology is reliable enough to provide efficient security at our destination. So it's certainly something that we continually consider. So -- but we are very concerned about privacy issues as well, and that's something we take into account certainly in all our centers. And it is a matter that we will consider if we do think about AI technology for security. Just on that point, look, I agree, and I know that it sort of affects. There's pros and cons regarding AI. As you're probably aware, there was a course at the moment concerning Westfarmers, particularly the Kmart and Bunnings stores on the issue. I suppose the Board is also waiting for the outcome of that court case decides or to give guidance on any ways you might want to proceed in the future. And sorry, I mean from a security perspective, we have to consider our particular circumstances with our shopping destinations, which are different in some respects to crowded. So anyway, it's something we are considering that don't use at the moment. And finally, just in relation to the valuation of properties, so we do have external and internal valuation properties each year. And I'm going to say I think it's around 50-50 external a third-party valuation and internal valuation, each accounting period, but I've got to look at Andrew to check that if I got that correct. Is that correct?

Andrew Clarke

executive
#11

Yes.

Natasha Lee

shareholder
#12

The second bit of the first question was concerning developments to other sites where property is a potential where you've got DA approval for property what's Westfield. I know that it's still early; stages. Were you thinking of using a third party in a partnership with a construction firm or...

Ilana Atlas

executive
#13

Yes. So I think we've said that currently, we are trying to give ourselves as much flexibility as possible in relation to potential development. So we haven't committed yet at all to the business model or business models we might use for development. So that is something for the future. Currently, we're looking at working with governments and planning authorities to work out ways to get rezoning in relation to our sort of 42 destinations. So that, that gives us flexibility for the future as to how to most efficiently do that, and it might differ for each destination. Yes, of course. Do you want to add anything to what I said, Andrew?

Andrew Clarke

executive
#14

Thank you for your question. So in regards to the -- just to add on the property expenses side, so you're correct that the higher increase in property expenses in 2024 was predominantly driven by the higher level of security guards that we have across the shopping centers. We also saw during 2024 that award rates for wages increased at a slightly higher level because of where inflation was. So that we also saw that come through not only from a security guard perspective, but also for cleaning was another area of higher expense growth. In regards to your question on the asset valuation. So as Ilana said, so they're valued every 6-month period. We would value -- around 50% of the portfolio would be externally valued and 50% of the portfolio will be valued internally. And therefore, every 12-month period, we're fully valuing every asset externally over that 12-month period.

Natasha Lee

shareholder
#15

Okay. I think you missed my point about the property expenses here. I wasn't complaining about the property expenses because I know how things have happened. It was a discrepancy on Page 34, there was about property expenses in 2014 have been $614 million. But then the financials on Page 82, it's $796 million. So I was just wondering why is here this discrepancy or current discrepancy?

Ilana Atlas

executive
#16

Can you let us check that and we'll come back to you. Is that okay?

Natasha Lee

shareholder
#17

Yes, no problem.

Ilana Atlas

executive
#18

Thank you Ms. Lee. Thank you. Next question. Microphone 2, first, here, here.

David Kingston

shareholder
#19

Yes. David Kingston Capital of K Capital. It feels like last year apart from Mr. McCann missing, but I'm glad you congratulated him for his hard work and, however, hard he worked at Scentre, he's been working a lot harder at Star Entertainment pulled off a miracle 11th hour saving. But my main issue Chair is the absence of long-term Scentre capital growth. As I mentioned in your address and also in Elliott's address about growth in the last 4 years. I think that's a little bit selective because 5; years ago, we had COVID. So I think, of course, there's going to be growth over the last 4 years. But if we look at it objectively, Scentre really is an iconic group of assets. fantastic assets. With Goodman faltering of late, Scentre may well become the best of the preeminent REIT in Australia. Securityholders invest for 2 reasons, distributions and capital growth. Scentre's distributions are okay. The long-term capital growth is totally absent. Yes, the 5-year performance figures in the annual report seem attractive, but as mentioned, they're coming off a very, very low COVID-impacted 2020 year. So I think they're a little bit misleading. If we go back before COVID, the 10-year Scentre stats are poor. The share price was near $4 in 2015, which was the price of Frank Lowy sold at in 2019. Today, it's $3.30. So there's a capital loss over 10 years. It also compares with the NTA per security of $3.47. But quite correctly in the annual report, you also refer to the economic net asset value per security, which is $4.29 and that quite correctly includes the value of fixed, of the substantial value of the management rights you hold because many, many of your centers, you own 50% of, but you also get the leverage of managing the other 50%. The theory of property, Chair, is obviously pick up the yield, let's talk around numbers. Let's say it's 5%. Now today, we've heard from Elliott that the FFO growth is 4%. And I think we heard also that the re-leasing spreads of 2%. The theory of property is we pick up the running yield 5%, 5.5%, whatever. But we also pick up the capital growth flowing from the rental increases. Now let's say they averaged 3%. 5% plus 3% is 8%. Throw in the debt, and I'll come to congratulating company on its excellent financial management, as Elliott referred to. Throwing some debt at 5.5%, 6%, the IRR share should be 10%, 8% leveraged up by some debt at [ 5% and 8% ], should be 10%. But you're not delivering that. You are delivering distributions. And over the 10-year period, you're delivering capital losses. And I'm always trying to be fair. You're not alone. The vast majority of Australian REITs, not just Australian, U.K. REITs are not delivering capital growth. They're paying their distributions, but that's all investors are getting. In contrast, if you buy a retail shop around Sydney in the inner suburbs, you're getting income plus capital growth. Clearly, residential -- if people put their money into residential, yes, the yield is low, but they're getting something great capital growth over the medium term. So my question, Chair, is if you bear in mind inflation, replacement cost has gone through the roof over the last 10 years. Rents have risen very substantially over the last 10 years. Why is Scentre not delivering capital growth in the security price. Going forward, the past is not a guarantee of the future, but it's an indicator of the future. But going forward, is it going to repeat over the next 5 to 10 years? The investors here going to be looking around in 5, 10 years is saying, wow, we got an okay distribution, but the stock's trading at $3 or $2.70 rather than the current $3.30. I'm trying to be fair by looking over a 10-year period. I'm basing my comments on facts. The objective fact of the share price. Just appreciate your guidance. Why, given inflation, replacement cost, rents have gone through the roof in 10 years? Why has this iconic entity not delivered any capital growth. In fact, it's delivered over 10 years a capital loss. That's my first question.

Ilana Atlas

executive
#20

Thanks, Mr. Kingston. And thank you for acknowledging the performance of the company, it's presented. I suppose the first thing I'd say is that we have had capital growth over this year. I mean, the total shareholder return this year was 20%, and the share price ended the year 14.5% higher than the year before. So there has been a recovery in the share price. And we would think that by continuing to control what we can control, which is operating our destinations excellently. And by continuing to sweat those assets as much as we can, we will continue to improve that share price. I would also say that the -- it's overall to say that COVID was some years ago, but I think Elliott put well what position we found ourselves in COVID and where interest rates have gone since that time to now. We've managed to absorb those interest rate costs plus invest in our assets and those investment in our assets. So we gave you some examples of what we did last year in terms of redeveloping Mt Gravatt, redeveloping Tea Tree Plaza. And the return on that investment is something we rigorously control and hope that it also adds to the capital growth in the business. So I would say that we are continuing to grow the share price and anticipate that we will continue to do that in 2025. But why don't Andrew have a go?

Andrew Clarke

executive
#21

Thank you for the question, David. In regards to the growth, I think what we're ultimately focused on is what can we control as a group and what that is, is to focus on the strategy of the group. Elliott articulated that the strategy really forms 2 key parts. The first part is how do we continue to drive more people more often for longer to the shopping centers. And the reason we focus on that by growing visitation and by growing the volume of people that are coming to the shopping centers, we're creating more opportunities for our business partners to interact with those customers and ultimately transact and grow their businesses. And if we look at what's happened compared to pre-COVID in 2019, the volume of sales that our business partners were generating was around $24 billion. Today, those business partners are generating $29 billion of sales. And so what that means is their businesses are growing and then we're able to then grow the performance of our assets on the back of the performance of our retail business partners. That's a really important part of our strategy. And we believe by doing that and continuing to do that over the long term, we can sustainably grow both the earnings of the company, but also the distribution of the company year upon year upon year. We do refer to the last 4 years. And the reason we focus on that is because, yes, the pandemic did have a significant impact on all retail real estate companies globally because of the mandated requirements from the government to keep the centers closed or only part of the center is open and trading. But we believe by focusing on that strategy that is going to continue to provide sustainable growth. The other part that we are doing -- in addition to that and the other part of our strategy is also to look at the 670 hectares of land holdings that we have. And as Elliott articulated, that landholding is located next to transportation nodes next to schools and hospitals in prime locations where there's opportunity to densify that land and add additional usages on that land and whereby we believe that will also create incremental growth and incremental value for our security holders and hence our focus on that. If you do look over the last number of years, we have been quite unique across the real estate sector, both in Australia but also globally from a retail real estate sector and the fact that we have effectively absorbed interest rates moving from close to 0%, up to 4%, and we have still been able to grow earnings and grow distributions that is quite unique across the retail real estate sector, and it's also quite unique across capital-intensive organizations. Notwithstanding that, we are very focused on how we continue to grow the business and ultimately grow those returns for our securityholders. And we know how important it is for security holders to get not only the distribution but also to get that -- to generate the capital growth, and we'll continue to focus on delivering our strategy in order to do that.

David Kingston

shareholder
#22

A quick follow-up to that. Chair, yes, in calendar 2024 share price did increase. But relative to this time last year, it's hardly moved. We all know stats can present whatever story we like, but I'll just clarify there. Andrew, everything is I agree with. But that accentuates my point. that with all those positives, this company, trust REIT is still not delivering any capital growth. Now in my view, the only objective way to look at it is over a 10-year period going back so that the ups and downs and the distortions of COVID and those things are eliminated. The simple fact is, 10 years ago, securityholders could sell their shares at $4. Today, probably down today with what's happening in America, the price is around about $3.30. In my opinion, Andrew, you're not alone. So I'm not trying to single out Scentre. But there's a lot of cash flow being capitalized on fit-out allowances, on CapEx. You mentioned Tea Tree. I know Tea Tree. I'll come to that later, but a lot, I think $70-odd million was spent on CapEx there on rejuvenating it. Management costs eat into the returns. But somewhere along the way, the corporate finance theory of there should be capital growth on property. It's not just corporate finance. It's -- everyone knows how much residential properties have gone up because of inflation, because of replacement cost because of uniqueness. You've got all 3 of those. You've got the uniqueness. No one can replicate Westfields. You've got replacement costs going through the roof. You've got rents going through the roof, but you're just not delivering that growth. Maybe I'll just leave it with the Board to consider, but that's my biggest concern about this REIT. And it's -- you're not alone, most of your peers but from Goodman's and a few niche operators have failed to deliver 10-year capital growth. I'll come back to that in a question on your reelection Ilana because I've got another specific question. But my second question on the accounts, and I've only got 2, is actually to congratulate you, as Elliott correctly said, well done, Andrew, you deserve a bonus. Last year, I did raise a concern about the very high cost for 2026 hybrids were going to move to 8% to 9%, if they hadn't been called in 2026. They had a margin as Elliott alluded to 438 points over U.S. treasuries. Well done, Andrew. You have extraordinarily just issued a hybrid at 200 points over BBSW, which is a great effort. That was 2 weeks ago. If you did that today, I'd be surprised if you could do it at 250 points over given what's happening around the world. So, congratulations to the finance team. I think you've done a good job in alleviating the concern about those hybrids, which were going to become quite painful. And your earlier issue, Andrew, that Elliott referred to with the $1.25 of senior notes, again, 112 points over BBSW, growth rate. You wouldn't get that today. So well done. But my question on that to Chair is that the total senior borrowings and subordinated notes of $16.7 billion. Shareholders' funds are $18 billion. That's a very high debt-to-equity ratio, probably the highest of any substantial Australian REIT. Yes, technically, you can say that the hybrids are in a slightly different category. That's debatable. But if you include the hybrids, Chair, Yes, the Scentre gearing is way above the average ASX-listed gearing. Just wondering if you're comfortable with that.

Ilana Atlas

executive
#23

Thanks, Mr. Kingston and thanks, for the remarks on the note issues. So in terms of gearing, as you say, subordinated notes are in a different class. We are aware of our borrowings and it's something that the Board and management are very conscious of and focus on a lot. And you will have seen these transactions that have taken place have obviously been to address this issue in part. I know a number of securityholders have previously mentioned the opportunities that might be available to joint venture our assets, and that's certainly something we consider. However, this isn't something that needs to be done at any time, at any price. And so the question is when is the right time and when is the -- who is the right joint venture partner. But I think now that this is something that's very much on our agenda. Thank you. Next question. Perhaps we'll go to a question online. Is that all right?

Maureen McGrath

executive
#24

Yes. There's several questions online, Chair. The first one is Mr. Kevin Daly. And the question, the annual report has a result summary from financial year 2020 to financial year 2024, and this shows a strong recovery. However, if the starting point is financial year '19 that is a non-COVID year, then by no metric has the financial year 2024 recovered to pre-COVID levels. Is there an explanation for this?

Ilana Atlas

executive
#25

Thank you. Thanks for the question, Mr. Daly. I think we've talked quite a lot about what's happened since FY '20. However, there have been a number of metrics that have recovered to pre-COVID levels. For example, our NOI is higher than it was in 2019. Our EBIT is higher than it was in 2019. And I think as Andrew mentioned, our business partner sales this year are higher than they've ever been. So fundamentally, the metrics of the business are very strong. But we have pointed out the interest expense that the business has carried as a result of what's occurred post COVID has had an impact on our ability to recover to those pre-COVID levels. So I won't propose to say any more about it, but that is our explanation for it. But I think the results we've had this year are very positive and show excellent progress. Why don't we -- is there -- are there any questions on the phone?

Maureen McGrath

executive
#26

There's currently no one...

Ilana Atlas

executive
#27

Okay. Thank you. Let's go back to the room, microphone 1 for Mr. Fanning.

Unknown Shareholder

shareholder
#28

Thank you Ilana for the reports and also I hope Elliott makes a speedy recovery. [indiscernible] obviously a serious business. I turn to a couple of points that been raised earlier, but I want to probably go on a different tangent related to Pages 22 and 23 of the annual report, one being capital management, two being joint ventures, and three being the breakdown between FFO and distribution per security. It seems to me that the capital management and certainly liquidity is tight. And Andrew did say it was $3.6 billion available liquidity. I wonder if in fact there's variable liquidity of $3.6 billion, really, is that a bit esoteric or is that or academic because when we go down and look at why where the joint ventures done with the Tea Tree Opportunity Trust and also the West Lakes Opportunity Trust. does that mean that there's not enough liquidity to really redevelop or repurpose some of the key shopping to the complex is in the Scentre Group. Now I mean, we've heard about this morning from my fellow securityholder about hybrid securities, which may be sort of hiding a bit the debt and probably that's retarding the share price also, I guess. But it would appear to me that the capital management maybe fairly tight. What was the rationale for these joint ventures? I can only see that be related to tightness of liquidity even though there's supposedly available liquidity of $3.6 billion. Okay. Now do you want to address those questions before I go on to the results?

Ilana Atlas

executive
#29

Sure. So Tea Tree and West Lakes we already own 50% of each of those. It was an opportunity to introduce third-party capital into those destinations. And it is third-party capital in a sense that is aligned with us. So the third party is very comfortable with the plan we have for those centers. And it also gave us an opportunity to earn more management fees. So that was the rationale. I don't know if you want to add anything to that, Andrew.

Andrew Clarke

executive
#30

I'd just say maybe just to clarify, it wasn't Scentre Group that sold the 50% share of Tea Tree and West Lakes. It was our partners, our original partners, which were Dexus. They sold the 50% share. We already own, as Ilana said, the remaining 50% share. What we did was establish funds or trust for -- to create the opportunity for other investors to invest in the 50% share that Dexus sold. So it wasn't us.

Unknown Shareholder

shareholder
#31

I mean you respect, I don't think that was very clear, certainly. This was not very clear in the annual report there's been probably little bit.

Ilana Atlas

executive
#32

Okay. Thank you. We will take that on. Thank you.

Unknown Shareholder

shareholder
#33

Now if I go and look at Page 23, I always find these metrics interesting FFO and then distribution per security. So we had FFO was $1.132 billion. And then it comes down to which is really operating profit per security of $21.61 and then distribution per security is $17.2. What is a metric or what is the calculation of how come down to the distribution in regard to the FFO, which I assume -- well, be it the dollar figure or be it the cents per security. Is there like a percentage or that is probably effectively held back as an REIT?

Ilana Atlas

executive
#34

So there's not a percentage. So the payout ratio is approximately 80% and has been for the last few years. We retain earnings for development of Scentre. So it's really every year, we make a decision on what we think would be the appropriate distribution for shareholders considering what we need to invest in the company in the future. So that's how we determine distribution. Does that make sense?

Unknown Shareholder

shareholder
#35

So just 1 supplementary question. What is the -- including hybrid debt? And what is the total debt outstanding at the moment for the Scentre Group, including hybrid securities?

Andrew Clarke

executive
#36

Yes. So our total drawn debt or net debt as we often referred to us is around $14.9 billion. We also, as you highlighted before, in addition to that, we have liquidity, and so the liquidity of $3.6 billion that we had at the end of the year. The purpose of having excess liquidity is to make sure from a risk management perspective, that we're always in a position that we can refinance maturing debt that is about to mature and we're obviously in an environment at the moment where the markets are very volatile. We were able to time the issuance of new subordinated notes during a stable period, maintaining liquidity over and above the drawn debt is also really important, but the overall drawn net debt is around $14.9 billion.

Unknown Shareholder

shareholder
#37

Just 1 final question. Is the Group happy with the level of debt carry at the moment in regard to available liquidity?

Ilana Atlas

executive
#38

Happy is an interesting word, but we are comfortable with the debt levels. We are comfortable with the debt levels in the company, and I think the results show that we can absorb the interest cost that we are paying. Should we go online?

Maureen McGrath

executive
#39

Yes, Chair. There's further question by Mr. Kevin Daly. This question may be a bit too nitty-gritty for the AGM as it concerns the provision of shopping trolleys. Who owns the trolleys and who is responsible for their collection, distribution and maintenance?

Ilana Atlas

executive
#40

Thank you, Lauren. It is a bit nitty-gritty, I'd say. But I don't believe we own the shopping trolleys at all, but I'm very happy to ask Li, who will know for sure.

Unknown Executive

executive
#41

Ilana, thanks for the question. We definitely don't own the trolleys. They're the responsibility of our business partners, and they will either manage aspects of the collection, the maintenance themselves or they will engage third parties to do so.

Unknown Shareholder

shareholder
#42

Ilana, Perth again from West Australia, actually. I live up in the desert. Cost of living right fine. We've got -- everyone knows about that. But the vacation or vacancy levels in the various centers that concerns myself and my partner, of course. The level of vacancies equals no income. Why is these people pulling the plug, if you like to call it, is the rent is too high for them, and their turnover is not high enough. Why have the rents so high that they basically have to walk out?

Ilana Atlas

executive
#43

Well, that isn't the case. So we have the highest -- we had the highest level of occupancy in 2024, we've had in the history of the company at 99.6%. And a number of our destinations were 100% occupied. So we clearly have space in our destinations that people want to -- that our business partners want to lease. So that hasn't been a challenge for us in 2024.

Andrew Clarke

executive
#44

Just over in the West, we seem to have a number of the small type businesses within the centers constantly just changing over hands. We'll have a couple of months of vacancy and all of a sudden another person walks in, but that's why I was thinking, well, the rent might be too high for some of the little outlets within the centers.

Ilana Atlas

executive
#45

Yes. I don't believe so. I think people do want to be -- want to lease in our destinations that would -- the occupancy rate that we're achieving would suggest that. And we make sure that they're very desirable places for our business partners to want to be because we bring in the number of visitors that we do I mean 10 million visitations a week is very significant.

Unknown Shareholder

shareholder
#46

Thanks for that. Maybe Western Australia is a bit different.

Ilana Atlas

executive
#47

I don't know. I might ask John if Western Australia is different. I come from Perth myself, so I understand.

Elliott Rusanow

executive
#48

Just to clarify, Western Australia, not Sydney West -- are you asking about West...

Unknown Shareholder

shareholder
#49

4000 k's away.

Unknown Executive

executive
#50

Yes. So in Western Australia, both in Innaloo, we own 4 destinations there. Innaloo, Carousel, Booragoon, Whitford City. At the end of last year, Booragoon, Innaloo and Carousel ended at 100% occupancy. Whitford was at 99.5% occupancy. Now Whitford prior to the last 12 months, did go through some changes, and we were at slightly lower occupancy than that. However, demand for space in Perth, in particular, is very, very strong and we believe we can maintain high occupancy in those -- in that state for quite some time.

Ilana Atlas

executive
#51

There are also other situations where people actually move in the [ Scentre's ] and we're constantly thinking about how we can make the Scentre more attractive to visitors. So sometimes that's why they may be closed because they're moving to another place in the Scentre.

Unknown Shareholder

shareholder
#52

That's -- so that's understandable. But maybe it's my travel partner. She constantly go through the shops and says that one is vacant again.

Ilana Atlas

executive
#53

Okay. Thank you.

Unknown Shareholder

shareholder
#54

My name is Lewis Gomes, and I represent the Australian Shareholders' Association. And today, I'll hold 112 proxies with just over 1 million securities valued at around $3.5 million. Firstly, I'd like to acknowledge the terrible events of April 2024 and the remarkable bravery shown by so many bystanders, shoppers, shopkeepers, emergency services and Scentre staff. It's perhaps paradoxical that the worst of events can bring out the best in people, and I think we certainly saw that on that day. As a few of the earlier question is commented. We can all see the 5-year steady improvement in SCG's operating results from the COVID lows. So well done to management for those efforts. As I think the Chair said, they're certainly sweating the assets or squeezing the lemon, whatever analogy you want to use, and we can see the results there. But as a few people have said FY '19 has fallen off the 5-year table. And if we look back at FY '19, for example, the distribution per security back then was $0.226. Last year, it was $0.172. So yes, we're seeing good improvements, but we have to say we've still got a way to go. The other aspect that's concerning to us and a few others, Mr. Kingston and others have commented on it. But the total interest-bearing debt continues to increase and the resulting impacts on profitability, and hence, securityholder returns continues to be of concern. If we look at the balance sheet on Page 84 and Note 14, we see that interest-bearing liabilities, and I acknowledge that includes a subordinated notes, and we could have a debate about subordinated notes, but not today. I don't think. But the interest-bearing liabilities have increased over 2024 from $15.44 billion to $16.69 billion that's an increase of $1.25 billion over calendar 2024. Now I think we heard earlier, maybe that's come back a bit, but debt goes up and it goes down. And we've also heard about the repricing of some of that debt from the [ CEO ] so that's all good. But it is a fair question to ask, where is all this new money gone, $1.25 billion worth of it. Assets under management, again, looking at the 5-year table, have been steady at about $50 billion for the last 5 years, and the Group's share of assets under management has been steady at about $34 billion. So we don't really appear we've grown the business. So what has been the cost of this debt? The cash flow statement tells us that financing costs, excluding notarized, rose from $770 million to $800 million over the course of 2024. Other paying financing costs, net cash flow from operating activities was just over $1 billion. Then we have to pay $400 million for capital expenditure. And I'm assuming that was pretty much essential capital expenditure because you got to keep your world-class shopping centers at world-class standards and that doesn't come without spending money. So that left about $600 million to cover financing activities and the $842 million. In other words, our new debt or some of our new debt has gone to supporting routine CapEx and/or distributions rather than they being fully founded from operating cash flows. The other aspect of the high debt load is that lenders are receiving almost as much each year as securityholders. If their return is almost guaranteed while that of securityholders is at market risk. In other words, there was $800 million of interest costs last year versus $842 million that went to securityholders. It's also been commented that SCG's debt load is high relative to whether you want to look at net assets or total assets, the total interest-bearing debt divided by total assets is around 45% per Scentre Group. Most other property companies that figure would be around 30%. The Scentre Group to reduce its debt load to, say, 30% of assets that would create a saving of about $270 million in interest costs and would enable either debt to be reduced or distributions to be increased. And we also note, again, this has been mentioned by others that SCG holds most of its assets under management on its balance sheet, around 70%, I think it is, while most other companies have brought capital partners into the business to take off some of that load. So my question to the Chair is what opportunities is SCG looking at to reduce its significant debt load -- debt load and just taking on to more capital partners, which we have heard something about. Is that one of the options worth continuing to look at?

Ilana Atlas

executive
#55

Thank you, Mr. Gomes. So I think we've -- well, Elliott discuss this. I think I have and Andrew has as well. I'll see if Andrew wants to add anything. But in answer to your direct question, I think I've answered it already. Yes, we are looking at other opportunities. But as I said, it's a matter of the right time and the right partner and the right price. And because we are I think, doing well as an organization, even with the current interest rate expense that we have, we feel comfortable that we can wait until the right partner comes along. But having said that, it is certainly something that is very much on the agenda. Is there anything you want to add, Andrew? Are there any other -- why don't we go online?

Maureen McGrath

executive
#56

Yes, Chair. There's a question by Mr. McCrae. I support the apartment building initiative at Hornsby Westfield very good. Has the company considered similar medium to high rise residential retail development, [indiscernible] in Australian cities where retail is shutted up and residential above might be possible?

Ilana Atlas

executive
#57

Thanks for the question, Mr. McCrae. The advantage that we have is that we have 42 destinations that are located where there is significant urban and traffic infrastructure, and it is on those locations that we are looking at the opportunity for residential housing. So we really don't -- we're not in a position to look at other developments in other places. We are very much focused on our own 42 destinations, which we see, obviously, is a very significant opportunity. Thank you for the question. Any other questions in the room, #2.

Unknown Shareholder

shareholder
#58

Charlie Kingston. Just I suppose a more specific question around the capital partnerships. What is the market appetite like for our assets at the moment? Because I think the last Scentre assets that have transacted were please correct me if I'm wrong, but the 2 Westfield South Australian assets, which were at a pretty large discount to our book. I think the cap rates were around about 8% when they did transact. I think the New Zealand assets that we've had, we own 51% of. I think GIC has been trying to sell them for over a year. I'm not sure if that's transacted. Please, again, correct me if I'm wrong, but I suppose, just what is the market appetite like for regarding further purchase of our assets do we need to take a bit of a discount to our current book values. And then I suppose, secondly, to that, if you are comfortable with the debt, there was an article suggesting that the Lowe's and their assembly funds management to which they're an investor in, they're actually back in the market back buying potentially a retail asset. So maybe I'm not sure, is it -- should we be selling assets? Or is there an opportunity to actually start buying things? I think that yield is a bit higher than what some of our values are, but yes, I suppose 2 parts to that question, what is the appetite like do we need to maybe drop our valuations to attract some of those capital partners? And are there any opportunities maybe is it better to be buying at the moment if we can actually fund those. Thank you.

Ilana Atlas

executive
#59

Thanks, Mr. Kingston. In terms of the position at the moment, I think, as I said, our current view is that we are in a position to wait for the right opportunity. As to what's happening in the market, you probably know more than I do. So -- but that's our view currently. And I don't believe we're in -- we're contemplating, acquiring either, but I think that would be our position.

Unknown Shareholder

shareholder
#60

I hope I wouldn't know more than you. But is there -- any comment on have New Zealand sold? I'm just trying to get a sense if -- because the last transactions that we have had were the South Australian assets. So is that sort of a fair representation as to where market appetite is or?

Ilana Atlas

executive
#61

So in New Zealand, I mean our partner in New Zealand went through a sale process for those assets. I don't know if you want to add anything about that, Andrew.

Andrew Clarke

executive
#62

Yes, maybe just to add to give you a bit of color in terms of the market. So the transactions that you spoke about, they were sold at discounts. And we think the pricing was very discounted. However, when you look at transactions, we need to focus on not just the purchaser, but also the vendor and who's looking to sell the assets. So to start with in terms of Dexus selling the Westfield, West Lakes their 50% share in Westfield Tea Tree Plaza. Both of those assets were sold at discounts because Dexus were in a position that their investors who invested in the assets through the funds wanted to get the cash flow back and the market knew that Dexus were in a position that they were effectively forced sellers of assets. And so as anyone would, when you know that the other party is very motivated to sell, then you can focus on negotiating a very strong price. The other part in New Zealand, we are seeing that what GIC, the process that they went down was trying to sell 5 assets in one time, and they were trying to sell those assets during a period where interest rates in New Zealand had escalated significantly, and the New Zealand economy had been quite soft during that period with GDP growth very low, unemployment started to increase. And so to attract that volume of capital into the New Zealand market, you would need international capital because the scale of the investment was over $1 billion. And what you saw was the international capital was not willing to invest into New Zealand holistically over the last couple of years because of the economic conditions within New Zealand. I wouldn't say that is a reflection of the individual assets. It's more a reflection of the macroeconomic environment in New Zealand and international Capital's willingness to invest into New Zealand.

Ilana Atlas

executive
#63

Any more questions in the room? I think there's 1 more online.

Maureen McGrath

executive
#64

Yes, Chair. There's a question by Mr. Stephen Mayne. During the GFC, a lot of international lenders withdrew from Australia to focus on problems at home. If the Trump trade war and associated market chaos extends to global deleveraging by banks and lenders, how exposed are we in terms of the $16.7 billion in total debt that David Kingston mentioned earlier? Which banking names are our biggest lenders? How long dated are the facilities? What wiggle room do our lenders have to call in their debt early? And in broad terms, what is the spill between local and foreign bank split -- split between local and foreign banks?

Ilana Atlas

executive
#65

Thank you, Mr. Mayne. I make the point that we have a single A credit rating that we have very high levels of liquidity and that we have a very strong balance sheet. So I think we're well placed to withstand the challenges ahead of us. I don't know, Andrew, if you want to talk a little bit about this, the lenders.

Andrew Clarke

executive
#66

Yes. Thanks, Ilana. So I think the key point is, absolutely, the single A credit rating is extremely important because what that means is we have -- and we've proven that we're continue to be able to access debt capital markets through economic cycles and cycles such as a period where there's a financial crisis. The other part, which was spoken about earlier today is that we carry a relatively high level of liquidity, which enables us to refinance maturing facilities as they come through. So in an environment where debt capital markets are not open. We would still have sufficient runway to refinance a significant volume of debt because of the liquidity that we carry. And we do have relationships with many banks. Our largest banking relationships are with the domestic Australian banks, but we also have relationships with many international banks as well.

Ilana Atlas

executive
#67

Thank you. Number 2.

Unknown Shareholder

shareholder
#68

I was going to leave this to the resolution on your reelection, but because it's already been raised, it may be better to raise it now, Chair. There's been discussion today about Tea Tree and West Lakes. Well done again to Scentre on that initiative, as has been referred to. It generates upfront fees and ongoing management fees, so well done. I think it's a good initiative with Barrenjoey. With K Capital, we actually invested in both of those funds. So we know a fair bit about them. Not giving away any secrets, there's been some public comment on them. But they were -- the assets were bought at 8%, as Andrew says, that may have been because Dexus was a key seller. 8% cap rate, it compares within the compendium for Scentre Tea Tree is at a 6.75% cap rate, and West Lakes is at a 7.25% cap rate. So yes, attractive cap rate. The surprising thing, though, is that the information memorandum, which Scentre is co-manager with Barrenjoey, offered a 9.25% yield, which is attractive, a lot higher than Scentre's yield itself. The most surprising thing, Chair, is that the information memorandum projected on both properties, IRR of 15% per annum. Now that's not a guarantee that was a target projection. Now as I said, we like those deals. There are a number of positive things about them. We invest in both of them. But in contrast -- and those projections aren't necessarily going to be achieved. In fact, I'd be surprised if they deliver 15% IRR. But in direct contrast, most of the people here today are holders in Scentre, not in the West Lakes fund or Tea Tree. If you look over the last 10 years, Scentre has probably struggled to deliver an IRR of 5%. There's been a nice coupon -- but as I mentioned before, over 10 years, there's been a capital loss. So just very interested, Chair or Andrew, in if you look at the 2 arms, you've got Scentre, the big behemoth that we're all here today at the AGM, which has probably delivered less than 5% IRR over 10 years. And yet there's 2 new funds are projecting 15%. Just be interested in how that can be reconciled, Chair, and why is there such a big difference?

Ilana Atlas

executive
#69

They're very different investments, but Andrew would...

Andrew Clarke

executive
#70

Thanks, David, for your questions. You're right in terms of both Tea Tree and West Lakes Opportunity Trust, they are forecasting significant returns. I think when you're making investment into any type of investment opportunity, one key driver that drives what the outlook in terms of the return is the price that you purchased that investment at. And because of the opportunities and as I spoke about previously, that Dexus was selling the assets at such a discounted price. The going end price to purchase those assets was significantly below where the value of Scentre Group stock is today. Our share price is not valued at a significant discount to the underlying assets. So the starting point of those investments was much lower. The other part that drives the strong returns is, as you would know, is that when you put an additional debt into an investment, you're able to enhance the level of returns by taking on more risk with high levels of debt. And so those funds carry higher levels of debt than what Scentre Group does because they -- because of the nature of the funds and the structure and the proposal to those investors. And effectively, the gearing in those funds is close to 50%, which also helps effectively juice up the returns over that period of time. And then the last part in terms of achieving the 15% total return, the expectation is that at some stage in the future for those funds that the prices that the assets will be able to be resold at will be closer to where the true -- where the perceived true market values for those assets because the funds will not be -- are not expected to be motivated sellers when they do decide to sell the assets.

Unknown Shareholder

shareholder
#71

Just a quick follow-up though. As I mentioned, yes, attractive cap rate on the way in Andrew, but that doesn't reconcile an IRR on Scentre stock over 10 years, 5% compared to 15%. Secondly, the gearing, you're right, of course, as we've talked today, the gearing of Scentre is around about 45%, including the sub debt. Correct? As always, Andrew, the gearing of those funds is 50%. So that factor in no way reconciles this huge difference between what Scentre has actually delivered in 10 years to investors on an IRR basis, which is a combination of income return plus the capital loss. In fact, I'm probably being generous of 5%. So -- we'll take it off-line, maybe, Andrew, but it's -- I don't think those 2 factors you mentioned, in any way, go close to reconciling the huge difference between what Scentre's delivered and what those funds are projecting. But thank you.

Ilana Atlas

executive
#72

Thanks for your comments, Mr. Kingston. I'm not sure that they can be reconciled. I'm not sure that there is a direct relationship as such. I'm going to take the point that you're making.

Maureen McGrath

executive
#73

Further question online, Mr. Stephen Mayne. Do we have much riding on this federal election in terms of policy offerings from the major parties. For instance, is the coalition push to slow international student and migration numbers and negative for us. Also, what is our policy and approach when it comes to using shareholder funds to make political donations or attend political events.

Ilana Atlas

executive
#74

Thanks, Maureen. Thank you, Mr. Mayne. As securityholders would expect we are very much focused on the long-term. So we are focused on creating places that more people come more often stay for longer, and that goes beyond electoral cycles. So -- as such, I would say we don't have -- we're not overly concerned with the politics as such and really are very much focused on long-term value for securityholders, and we don't make political donations. Are there any other questions.

Maureen McGrath

executive
#75

There's no further online.

Ilana Atlas

executive
#76

Any other from the room? Okay. Thank you. So we'll move on as there are no further questions. So let me move on to items 2, 3, 4 and 5, which are my reelection, the reelection of Catherine Brenner and Mike Ihlein and the election of Craig Mitchell. The notes accompanying the Notice of Meeting include a background note on each director. And as I'm standing for reelection, I'll ask Mike Ihlein to Chair the meeting while I say a few words in support from my reelection.

Michael Ihlein

executive
#77

Thank you very much, Ilana. Ilana Atlas, our Chair is a director of, of course, who retires by rotation, and she is offering herself for reelection today. The Board, with Ilana abstaining, recommends that you vote in favor of her reelection. And as Ilana indicated, I'll now ask you to say a few words to you all about her reelection.

Ilana Atlas

executive
#78

Thanks, Mike. And so I'm very pleased and honored to submit myself for reelection to your Board. I stand as a Director and as Chair of Scentre, and I welcome the opportunity to say a few words to you today about my reelection. The notice of meeting contains details about my career as an executive and then subsequent career as a Non-Executive Director. And I believe this experience as well as my experience working with Elliott and with the executive team and my colleagues on the Board has given me a deep understanding of the Group's business and what drives our performance. Hopefully, that equips me with the skills and insights to serve you and the group. Our 42 Westfield destinations are the fabric of the communities that they serve. And I'm certainly excited by the strength of our business and the platform, the quality of our team and our growth opportunities and plans to create long-term sustainable value for you. I certainly the time to focus and dedicate to the Group in the next stage of growth and I look forward to working with all my colleagues on the Board and the executive team for the benefit of you, our securityholders. So thank you for the opportunity to continue to represent you on the Board.

Michael Ihlein

executive
#79

Thank you very much, Ilana. And before moving to discussion, I'd like to disclose the proxy results for this resolution. And of course, the summary of all the proxy results were indicated at the start of the meeting as well. If anyone wishes to ask a question in relation to Ilana's reelection, please do so now. Microphone 1, I think, first.

Unknown Shareholder

shareholder
#80

Quickly, if I may. Lewis Games again from the Australian Shareholders' Association. We'd like to support the reelection of Ilana. We think she's done a great job. We all talked earlier today about the challenges ahead for Scentre Group and its capital management, but she clearly understands those messages, and I'm sure she and her fellow directors will address those as we keep going forward. The other thing we note with Ms. Atlas is she's substantially increased the shareholding from 130,000 securities to 230,000. And we always like to see what they call skin in the game and Ilana has certainly shown that in spades. So we thank you for that.

Michael Ihlein

executive
#81

Thank you very much, Mr. Gomes for your comments. There is 1 question online.

Maureen McGrath

executive
#82

Yes. A question by Mr. Stephen Mayne. Why weren't the proxy votes disclosed early to the ASX along with the formal addresses to allow a more fully informed debate on any protest votes. Did any of the proxy advisers recommend against Ilana's reelection or any of the other items business on the agenda today?

Michael Ihlein

executive
#83

Thank you very much, Mr. Mayne, for your question. I'll comment just on the proxies. No. The proxies were unanimous in their support for Ilana's reelection and as well as across the Board. In terms of disclosure of proxy numbers, I might just ask Ilana to comment on that because that's broader than simply the proxies on this particular election item.

Ilana Atlas

executive
#84

Thanks, Mike. So as you know, we did disclose the proxies at the beginning of the meeting. I note Mr. Mayne's suggestion that they be disclosed earlier to the ASX and certainly, that's something we'll consider.

Michael Ihlein

executive
#85

Thank you very much, Ilana. Any further questions from the room? Microphone 1?

Unknown Shareholder

shareholder
#86

Yes, potentially, again, probably reflecting the comments of the ASX -- ASA sorry. Yes, just for full disclosure, I've known Ilana for a long time, and I have great confidence in her abilities and I 100% recommends her recommendation, not that she really needs my vote given that she's got over 97%. I'd also like to make the point that the reason I've become a shareholder is because of Ilana in Chair. So a vote of confidence.

Michael Ihlein

executive
#87

I fully support your comments as I do and the rest of the Board does as well. Are there any other questions in the room? Any other questions online?

Maureen McGrath

executive
#88

No further online and no one is on the telephone line -- no one is on the telephone line.

Michael Ihlein

executive
#89

So there seems to be no further questions and based on the proxy results, Item 2 has passed by the requisite majority. Congratulations, Ilana. Look forward to continue working with you. Let me now hand back to Ilana. Thank you.

Ilana Atlas

executive
#90

Thanks, Mike. So I now move to Item 3, which is the reelection of Catherine Brenner. Catherine retires by rotation and offers herself for reelection. The Board with Catherine abstaining recommends that you vote in favor of her reelection. I now invite Catherine to say a few words to the meeting.

Catherine Brenner

executive
#91

Thanks, Ilana, and good morning, fellow securityholders. As Ilana mentioned, today I'm seeking reelection of a director of our company. Since I last addressed this meeting in this room in 2022 and about a year ago, I was appointed Chair of the Human Resources Committee. This committee has responsibility for all human resource strategies and practices, including executive remuneration matters. As part of this role, I've been working closely with our Chair to listen to our investors and stakeholders and with my colleagues to make changes to address concerns in our remuneration approach following last year's vote against our remuneration report. I also serve as a member of our Risk and Sustainability Committee. As one of your directors, I draw on my experience as a corporate adviser and over 20 years experience as a company director in other places. This experience provides learnings and insights into opportunities and challenges and I bring these learnings and insights and experiences to Scentre. I'm really passionate about Scentre and Westfield, both in Australia and New Zealand. As for so many other Australians visiting a Westfield destination is part of my weekly regular routine as well as being part of my childhood holidays and a place of work. I have both the commitment and the time to dedicate to this role. And with your support, I'd be privileged to work with my Board colleagues and management to continue to create ongoing value for you, our securityholders and also our customers, our employees, our communities and other stakeholders. Thank you.

Ilana Atlas

executive
#92

Catherine, thank you. Now before moving to discussion, I'd like to disclose the proxy results for this resolution. Now if anyone wishes to ask a question in relation to Catherine's reelection, please do so now. I think we have a question online.

Maureen McGrath

executive
#93

Yes, Chair, a question from Mr. Stephen Mayne. We've seen a big backlash against so-called DEI, diversity, equity and inclusion programs from the Trump administration, could Catherine and the Chair comment on whether this has had any early spillover impact on our approach to ESG. For instance, is our commitment to NAIDOC Week, a long-term commitment or subject to an upcoming review.

Ilana Atlas

executive
#94

Thank you, and thank you for the question. I'll start and see if Catherine wants to add anything. So diversity, equity, inclusion is very important at Scentre, and we regarded it as very important for the performance of our business. Nothing has changed, and you will have seen a description of how we approach this in our -- both our annual report and our responsible business report. And as for NAIDOC Week, our commitment to NAIDOC Week remains strong, and it is a long-term commitment. Do you want to add anything, Catherine?

Catherine Brenner

executive
#95

No, only to note that ESG matters are also covered by the Risk and Sustainability Committee. But also each of our 42 destinations are in very unique communities with their own identity and own communities. And we do look throughout the organization, particularly at the centers and our Scentre team members who work in those centers for people who reflect the communities in which they serve.

Ilana Atlas

executive
#96

Number one? Mr. Gomes.

Unknown Shareholder

shareholder
#97

Thanks again, Chair. I won't be long, but just again, wish to speak in support of Catherine's reelection. We think she's done a great job. I think the results for the remuneration resolution speak for themselves. It's a big turnaround from where we were last year. And I'd just like to acknowledge the effort that both Catherine and indeed yourself have put in to dealing with those concerns. And for your active engagement, particularly with us, the Australian Shareholders Association that both of you ladies have been very accessible and you're both very good listeners. And also, we note Catherine's significant security holding, which we like to see as well.

Ilana Atlas

executive
#98

Thank you, Mr. Gomes. Thank you for your comments.

Unknown Shareholder

shareholder
#99

Yes, I also support Catherine's reelection. Just following on us from what Stephen Mayne said. And I know what you've said, I just want to reiterate that your diversities will, as you call it, belonging is very important for the business from a financial point of view. It's not some soft social sort of program, which some people tend to paint theirs. And whilst you have good female representation on the Board, there does seem to be a lack of forms of diversity, and I'm sure you're aware of that, and we'll continue to look at suitably qualified people who can broaden the diversity within the Board because I think it's important that Boards do reflect the wider community for good decision-making, having life experience and just good financial transparency.

Ilana Atlas

executive
#100

Yes, we agree. Thank you for comments. Okay, there seems to be no further questions. Based on the proxy results, Item 3 is passed by the requisite majority. So congratulations, Catherine. Thank you. I now turn to Item 4, the reelection of Mike Ihlein. Mike retires by rotation and offers himself for reelection. As I said in my address, Mike is standing for reelection today at the request of the Board. The Board with Mike abstaining recommends that you vote in favor of reelection. Mike, I now invite you to say few words.

Michael Ihlein

executive
#101

Thank you very much, Ilana, and good morning, fellow securityholders. I am very pleased to present myself to you today for reelection to your Board. As you all know, I joined the Board in 2014 on the formation of Scentre Group. And I found being a Director rewarding and especially as Chair of the Audit and Risk Committee initially and now as Chair of the Audit and Finance Committee. I have very extensive finance and operational experience from my executive career with listed companies and also as a Non-Executive Director on major ASX-listed companies. I'm standing today for reelection to help the Board manage the transition to a new Chair of the Audit and Finance Committee in Craig Mitchell. We're very fortunate to have some of Craig's experience to follow me as Committee Chair. And I've committed to both Ilana and to Craig to ensure the transition is successful and seamless at which point I will plan to retire from the Board. I still serve as a Non-Executive Director on 2 other ASX-listed companies [ Ampol Limited and Inghams Group ] but I continue to have the time and energy to serve you as a Director on Scentre and to continue to act as Chair of the Audit and Finance Committee until the transition. It will indeed be a sad day for me when I do retire from the Board. My involvement with Scentre Group and Westfield has been very rewarding to me personally. The business is in wonderful shape as I think we've talked a lot about today and has a great future. But I will certainly miss the business, the management team. I guess I can still go to the Scentre to spend my money. But I'll certainly miss the business, the management team and my director colleagues. Until I retire, I will continue to contribute on behalf of you, the securityholders, and it would be an honor to have your support for my reelection today. Thank you very much for the opportunity to address you. Thank you.

Ilana Atlas

executive
#102

Thank you. So before moving to discussion, I'd like to disclose the proxy results for the resolution. So if anyone wishes to ask a question, Mr. Gomes.

Unknown Shareholder

shareholder
#103

Thanks again, Chair. As you know, we acknowledge the reason for Mr. Ihlein standing for reelection today. But we have been disappointed for quite a few years in his low personal holding of Scentre Group Securities. We talk Chair about your holding now 230,000, Ms. Brenner's holding of 100,000. We have Mr. Craig Mitchell, joining the Board -- sorry, joined the Board late last year up for reelection shortly. He's already acquired 60,000 securities, and our dearly departed colleague, Steve McCann had 100,000 securities, which he bought quite promptly. We're a bit of a loss to understand why Mr. Ihlein has not bought more securities over the many years he's been on this Board. We acknowledge he met the requirement perhaps when he first bought those shares. Maybe he paid $4 plus for his securities, but he's had many years of opportunities at much lower prices to build up shareholding and to show that personal commitment that every other director has displayed. So for that reason, we won't support his reelection. Although, obviously, on the figures, he'll still get over the line. Thank you.

Ilana Atlas

executive
#104

Thank you, Mr. Gomes. I'm disappointed with the approach of the ASA, and we have discussed this, and you've heard my views. Mike has, at all times, satisfied the minimum shareholding guidelines as a company. I think that's important to note and important for securityholders to understand. That's the first thing. The second thing, I think, is commitment isn't just satisfying the minimum security, minimum security guidelines. It also is commitment to the organization, which Mike has over his term with Scentre committed in spades. There could be no one who's more committed to the organization than Mike. So I would suggest that minimum securityholder guidelines are one element, but not all. And in any event, he satisfies it. But in addition to that, the work that Mike has done with this organization is beyond reproach. So anyway, will leave it there, and we heard your comments. Thank you. Are there any other questions? Number 2.

Unknown Shareholder

shareholder
#105

David Kingston. Mike, I'm sure you've made a fantastic commitment, but over your 10 years duration as a director -- not you, but the Board, you've delivered a 15%, 20% capital loss. That's all in the past, but it's a nasty loss, which severely reduces the net return to shareholders. They get the yield. They've also had a capital loss over the period you've been here in the past, but it's a guide for the future. But as you retire and we wish you well. Just be interested in your thoughts. Is that going to continue in the future? Is there Scentre going to be continue to lose dollars in share price? Is it going to be flat or go up? I appreciate you can't give any guarantees. But it is disappointing, and I wouldn't make this comment if it was over 2 years or 3 years because we all appreciate things go up and down. But over the 10-year period, you've been on the Board, the Board has delivered a nasty capital loss to investors. So we appreciate your thoughts as you retire, and we wish you well. Thank you.

Ilana Atlas

executive
#106

Thanks, Mr. Kingston. I think we have definitely canvass these issues in detail today, but I'll let Mike if he wants to add anything.

Michael Ihlein

executive
#107

Let me just add one additional comment. Obviously, given the uncertain times we live in, I don't think anybody can make guarantees about what the share price will be tomorrow, including in the case of Scentre Group. I was here when Scentre Group was first formed, and while there have been a lot of challenges because of COVID and our share price historically has traded at a higher level than today's price. Today's price is actually higher than when Scentre Group was formed, not by a lot, but -- so there is no capital loss in my view, if I remember correctly, Andrew. I think it was $3.15, I think when Scentre Group was first formed. And then it did trade up significantly. And then of course, we've had the challenges with COVID and so on. So I do dispute your characterization, Mr. Kingston on we've suffered a terrible capital loss. We all wish the share price would be a lot higher than it is and the operating metrics of the company are in great shape. We note the comments that people have made today around debt levels, and we do continue to look for opportunities to joint venture assets. But it's not in shareholders' interest for us to be joint venturing assets at a discount to the fundamental value that we believe exists in each of the assets. So I'm sure I may not be here, but I'm sure the company will look for the right opportunity at the right time at the right price as Ilana has indicated earlier. So -- but I do challenge on your comment on substantial capital loss since Scentre Group was formed.

Ilana Atlas

executive
#108

Thank you, Mike. Thank you. There is no further questions. So based on the proxy results, Item 4 is passed by the requisite majority. Congratulations, Mike. Thank you. So I now turn to Item 5, which is the election of Craig Mitchell. Craig was appointed by the Board in October 2024 and now offers himself for election. The Board with Craig abstaining, recommends that you vote in favor of his election. Craig, would you like to save for your words.

Craig Mitchell

executive
#109

Thank you, Chair, and good morning, everyone. I'm very pleased to offer myself for election to the Scentre Group Board. I have over 25 years' experience in property industry, including retail, construction, development and funds management, and I believe that this experience will enable me to make a strong contribution to Scentre. Over my career, I've come to Scentre and Westfield very well both as an executive and then as a co-owner and finally as a competitor. Early in my career, I worked for Westfield as a corporate accountant and trust controller in both Westfield America Trust and Westfield Trust. After leaving Westfield, I joined Stockland and then Dexus where I eventually became the Chief Operating Officer and Finance Director, giving me insights into the Group from the perspective of a co-owner. Following Dexus, I joined Grocon as CEO until joining Northwest Healthcare's property REIT, where I'm Global CEO, a role from which I will step down mid this year. I bring strong property and finance skills to the Board. I also believe that my experience as the CEO of NorthWest and my exposure to the global market in developing and managing health care facilities will complement and add to the existing board skills in social infrastructure. Scentre Group is undoubtedly a leading organization globally in retail asset management and the benchmark for which peers and competitors measure themselves. Since joining the Board in October, as part of my induction, I've now visited 12 of our Westfield destinations, both in Australia and New Zealand. Each of our assets are unique and a vital part of the communities we serve. I'm honored to be considered as the next Chair of the Audit and Finance Committee and have been working with Mike Ihlein and the management team to ensure a smooth transition to the role of Chair. I'm also a member of the Risk and Sustainability Committee and the Nomination and Governance Committee. It will be a privilege to be elected today. If elected, I have the time, focus and commitment to work with the Board and management for the continued success of the Group and for you, our securityholders. Thank you for your consideration, and thank you, Chair.

Ilana Atlas

executive
#110

Thanks, Craig. Before moving to discussion, let me disclose the proxy results for the resolution. If anyone wishes to ask a question in relation to Craig's election, please do so now.

Maureen McGrath

executive
#111

There is one online question, Chair, from Mr. Stephen Mayne. Which headhunter supported the recruitment process for Craig. Was it competitive to the extent that the full Board interviewed at least 1 other candidate and did Craig know any of the existing directors before engaging with the recruitment process?

Ilana Atlas

executive
#112

Thanks for the question, Mr. Mayne. So yes, Craig was involved in a competitive process. And as part of that process, we did enlist the support of a headhunter. I'd rather not disclose who that was. The Board -- the full Board certainly interviewed Craig, I can't remember to be honest, if the full Board interviewed other candidates. As far as whether Craig knew any of the existing directors before engaging with the process, I had met Craig, I wouldn't say that I knew Craig prior to the process. I'm not sure if he knew any of the other directors, I don't think so. Is that correct or not?

Craig Mitchell

executive
#113

I knew Catherine just briefly. But apart from that, no, I don't know any other directors.

Ilana Atlas

executive
#114

So I think it's a point of the question is whether Craig was involved in a rigorous appointment process. The answer to that question is yes. Are there any other questions on Craig's election? Okay. There seems to be no further questions. Based on the proxy results Item 5 is passed by the requisite majority. Congratulations, Craig. I now move to Item 6, the adoption of the remuneration report. Before moving to the discussion on the report, I'd like to disclose the proxy results for this resolution. I'll be happy to answer any questions that you might have. I'd ask any securityholders with questions if they could do that now. Any questions? Number 1?

Unknown Shareholder

shareholder
#115

My last appearance, Chair, you'll be pleased to hear. Again, we'd like to support the remuneration report and acknowledge the improvements made over the last year since the last AGM. I think more importantly, we look at a lot of remuneration reports as we monitor something like 170 companies a year. But fair to say that the Scentre Group remuneration report is one of the clear and transparent of those that we get to see. The metrics are well explained and the thresholds are quite clear and we're pleased to see that the hurdles have become more stretched and probably will continue to be so into the future. These are all good changes. And we also note that there's been no changes to the fixed remuneration bearing in mind that the whole community is suffering, so why not the executives as well. We'd still like to see some further changes in coming years. These are not major issues, but we'd like to see the testing of a long-term variable awards being over 4 years rather than 3. And we'd like to see an equal weight between the ROCE metric and the TSR metric. And also, we felt that -- and we mentioned this when we met you a few weeks ago with the comparator group you use for the TSR is quite small. It's only around 6 companies. Now we understand why that is because there aren't many companies like Scentre Group, but we think it will be better if that cohort were expanded. Mirvac, for example, I think have a cohort of 21 companies that they benchmark themselves. So that's something you might consider in the future. But otherwise, well done.

Ilana Atlas

executive
#116

Thank you, Mr. Gomes. Thank you, and we will consider those issues you raised. Okay. There are no further questions in room or online?

Maureen McGrath

executive
#117

No online questions for remuneration.

Ilana Atlas

executive
#118

Based on the proxy results, Item 6 has been passed by the requisite majority. Item 8 is a conditional item and is only required to be put to the meeting if at least 25% of the votes validly cast on Item 6, a cast against that resolution. As the resolution received in excess of 96% of proxy votes in favor, this full resolution in Item 8 will not be put to the meeting. I now move to Item 7, the approval of the grant of performance rights to Elliott Rusanow, our CEO. The Board with Elliott abstaining recommends you vote in favor of this resolution. Before moving to discussion, I'd like to disclose the proxy results for this resolution. The results appear on the screen. If anyone wishes to ask a question in relation to this resolution, could they please do so now? Are any in the room? No, online.

Maureen McGrath

executive
#119

Chair, there's a question from Mr. Stephen Mayne. When disclosing the outcome of voting on all resolutions today, including the CEO incentive grant, please advise the ASX as to how many shareholders voted for and against each item similar with the scheme of arrangement. This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retailer shareholder participation rate. Did even 2% of our nearly 70,000 shareholders vote today. The likes of Qantas ASX, Suncor and Tabcorp and even the world's biggest share registry provider, Computershare, have all voluntarily provided this data during the current AGM season. You've got the data, so why not let the sun shine in.

Ilana Atlas

executive
#120

Thank you for the comment, Mr. Mayne. We'll certainly take it on board. I'm not sure we're in a position to do that today, but we'll certainly look at providing that information in the future. I believe there are no further questions on this item. So based on the proxy results, Item 7 has been passed by the requisite majority. Could you please cast any final votes before I close the polls for Items 2 to 7, which I will do shortly. If you voted in person using a card, could you raise your hand so that they can be collected from you. Yes. Okay. The polls for the resolutions for Items 2 to 7 are now closed. And the final results of the polls will be announced to the ASX later today. Before we conclude the formalities for today, a question was asked in relation to Mike's reelection, which I didn't put to the meeting because it came in when we finished that resolution moved on. But I still think it will be good to give Mike the opportunity to answer the question. In essence, I'm doing it from memory here. I think it's the 3 most important things or most significant things that happened in your time at Scentre over your term.

Michael Ihlein

executive
#121

And also do I have any regrets.

Ilana Atlas

executive
#122

I'm sorry, do you have any?

Michael Ihlein

executive
#123

Well, the only regret I have is that before too long, I'll be leaving this Board. So that's my biggest regret. But that's the way it is, and I've thoroughly enjoyed my time here, as I've said before. The question actually was -- I quoted correctly.

Maureen McGrath

executive
#124

As I said, the questions from Mr. Stephen Mayne. Thank you to Mike for his 10 years of service on the Board. It is always helpful for investors to have access to some exit perspectives from our retiring independent directors. In his likely final contribution as a director at Scentre Group AGM, could Mike please comment on what he regards as the best 3 decisions Scentre made during his time on the Board. And does he have any regrets?

Michael Ihlein

executive
#125

Leaving you side appointing me to the Board. Look, I think there are 3 important things. One, and it does go back to 2014 when Scentre Group was formed. For anybody who's been a securityholder since 2014, that was an incredibly complex transaction to do because it involved combining Westfield Retail Trust with Scentre Group, such that Scentre Group had ownership of all of the Australian and New Zealand assets together. It sounds simple when we say it today, but it was a very complex transaction at the time. And I was extensively involved in that as were many other people, including our current CEO. And so I would certainly put that on the list as one of the most important decisions that the company has made and the shareholders, of course, because it went to a securityholder vote. The second one is probably managing the business through COVID, and I don't take responsibility for this. It was a very challenging time, and I was fortunate enough to see how the whole Board and the management team shown through that process, including, as Elliott pointed out today, we did not raise any equity and many other companies did raise equity through that period. And we took the bold decision to not do that, and that's when we started the journey on the subordinated notes, the hybrid securities. And I think shareholders are better off as a consequence of that today. And because I'm only -- I've been asked for 3. The other one that I think is very important for the company has been the transition process we've had for CEO succession. It's been incredibly seamless. We're very fortunate to have. Unfortunately, he's not here today because of his operation, but we're very fortunate to have Elliott as the CEO and the transition from Peter Allen to Elliott was incredibly well prepared, well documented and we got a great result in being able to have a seamless transition to Elliott now as our CEO. So -- and I have no regrets.

Ilana Atlas

executive
#126

Thank you, Mike. Thanks very much. Thank you. So that concludes the formalities of today. And on behalf of the Board, I want to thank you all for participating in today's AGM. The meeting is now closed. For those of you with us in person, I invite you on behalf of the Board to join us for some refreshments outside. Thank you all very much. Thank you.

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